10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 001-36465

________________________________________________________

Paragon Offshore plc

________________________________________________________

England and Wales	001-36465	98-1146017
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

3151 Briarpark Drive Suite 700, Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:+ 1 832 783 4000

______________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

Yes   x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    

Yes   x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer   x
Non-accelerated filer  ¨	Smaller reporting company  ¨
	Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares outstanding and trading at April 28, 2017: 89,011,271

PARAGON OFFSHORE plc

FORM 10-Q

For the Quarter Ended March 31, 2017

TABLE OF CONTENTS

		PAGE
	GLOSSARY OF CERTAIN DEFINED TERMS	3
PART I	FINANCIAL INFORMATION	5
Item 1	Unaudited Condensed Consolidated Financial Statements
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016	5
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2017 and 2016	6
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016	7
	Unaudited Condensed Consolidated Statements of Changes in Equity (Deficit) for the three months ended March 31, 2017 and 2016	8
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4	Controls and Procedures	48
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	49
Item 1A	Risk Factors	49
	SIGNATURES	50
	Index to Exhibits	51

2

GLOSSARY OF CERTAIN DEFINED TERMS

Adjusted EBITDA Net income (loss) before taxes plus interest expense, depreciation and amortization, losses on impairments, foreign currency losses and reorganization items, less gains on the sale of assets, interest income and foreign currency gains.

AOCL Accumulated Other Comprehensive Loss

ASC Accounting Standards Codification

ASU Accounting Standards Update

Bankruptcy cases The chapter 11 cases commenced by the Debtors filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court

Bankruptcy Code United States Bankruptcy Code

Bankruptcy Court United States Bankruptcy Court for the District of Delaware

Debt Facilities Revolving Credit Facility, Term Loan Facility and Senior Notes, collectively

Debtors Paragon Offshore plc and the following subsidiaries: Paragon Offshore Finance Company, Paragon International Finance Company, Paragon Offshore Holdings US Inc., Paragon Offshore Drilling LLC, Paragon FDR Holdings Ltd., Paragon Duchess Ltd., Paragon Offshore (Luxembourg) S.à r.l., PGN Offshore Drilling (Malaysia) Sdn. Bhd., Paragon Offshore (Labuan) Pte. Ltd., Paragon Holding SCS 2 Ltd., Paragon Asset Company Ltd., Paragon Holding SCS 1 Ltd., Paragon Offshore Leasing (Luxembourg) S.à r.l., Paragon Drilling Services 7 LLC, Paragon Offshore Leasing (Switzerland) GmbH, Paragon Offshore do Brasil Ltda., Paragon Asset (ME) Ltd., Paragon Asset (UK) Ltd., Paragon Offshore International Ltd., Paragon Offshore (North Sea) Ltd., Paragon (Middle East) Limited, Paragon Holding NCS 2 S.à.r.l., Paragon Leonard Jones LLC, Paragon Offshore (Nederland) B.V., and Paragon Offshore Contracting GmbH

Distribution The August 1, 2014 pro rata distribution by Noble to its shareholders of all our issued and outstanding ordinary shares. Noble shareholders received one ordinary share of Paragon for every three shares of Noble owned.    

Exchange Act United States Securities Exchange Act of 1934, as amended

FASB Financial Accounting Standards Board

LIBOR London Interbank Offered Rate

New Plan Third amended plan of reorganization for the Debtors as filed with the Bankruptcy Court on February 7, 2017

Noble Noble Corporation plc

OPEC Organization of Petroleum Exporting Countries

OTC Pink Marketplace trading over-the-counter stocks provided and operated by the OTC Markets Group

Pemex Petróleos Mexicanos

Petrobras Petróleo Brasileiro S.A.

3

Prospector Prospector Offshore Drilling S.à.r.l.

Revolving Credit Agreement The Company’s senior secured revolving credit agreement entered into with a group of lenders on June 17, 2014

Revolving Credit Facility Commitments in the amount of $800 million provided by a group of lenders under the Revolving Credit Agreement

Sale-Leaseback Transaction Sale-leaseback agreement with subsidiaries of SinoEnergy Capital Management Ltd. for two high specification jackup units, Prospector 1 and Prospector 5 entered into on July 24, 2015

SEC United States Securities and Exchange Commission

Senior Notes The Company’s 6.75% senior notes due in 2022 and 7.25% senior notes due in 2024, collectively

Spin-Off The Company’s separation from Noble on August 1, 2014

Tax Sharing Agreement Agreement entered into with Noble at Spin-Off which governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes following the Distribution

Term Loan Agreement The Company’s senior secured term loan agreement entered into June 18, 2014

Term Loan Facility The Company’s $650 million term loan debt entered into under the Term Loan Agreement

Total S.A. Total E&P U.K. Limited and Elf Exploration U.K. Limited

U.K. United Kingdom

U.S. GAAP Accounting principles generally accepted in the United States

4

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PARAGON OFFSHORE plc

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Operating revenues
Contract drilling services	$	55,247		$	235,044
Labor contract drilling services	—			6,748
Reimbursables and other	2,196			23,328
	57,443			265,120
Operating costs and expenses
Contract drilling services	49,592			112,706
Labor contract drilling services	14			5,059
Reimbursables	1,576			19,784
Depreciation and amortization	30,575			71,906
General and administrative	8,723			12,174
Loss on impairments	391			—
	90,871			221,629
Operating income (loss) before interest, reorganization items and income taxes	(33,428		)	43,491
Interest expense, net (contractual interest of $36,080 and $36,106 for the three months ended March 31, 2017 and 2016)	(17,916		)	(27,017		)
Other, net	1,751			762
Reorganization items, net	(18,474		)	(21,842		)
Loss before income taxes	(68,067		)	(4,606		)
Income tax provision	(2,349		)	(604		)
Net loss	$	(70,416	)	$	(5,210	)
Loss per share
Basic and diluted	$	(0.79	)	$	(0.06	)
Weighted-average shares outstanding
Basic and diluted	88,747			86,598

See accompanying notes to the unaudited condensed consolidated financial statements.

5

PARAGON OFFSHORE plc

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Net loss	$	(70,416	)	$	(5,210	)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	876			2,068
Adjustments to pension plans	(98		)	187
Total other comprehensive loss, net	778			2,255
Total comprehensive loss	$	(69,638	)	$	(2,955	)

See accompanying notes to the unaudited condensed consolidated financial statements.

6

PARAGON OFFSHORE plc

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	March 31,			December 31,
	2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	832,576		$	883,794
Restricted cash	11,457			8,707
Accounts receivable, net of allowance for doubtful accounts (Note 3)	46,763			65,644
Prepaid and other current assets	61,185			69,380
Total current assets	951,981			1,027,525
Property and equipment, at cost	2,334,834			2,336,504
Accumulated depreciation	(1,549,028		)	(1,523,732		)
Property and equipment, net	785,806			812,772
Restricted cash	36,049			37,880
Other long-term assets	23,658			25,554
Total assets	$	1,797,494		$	1,903,731
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	29,694		$	29,737
Accounts payable and accrued expenses	61,598			61,853
Accrued payroll and related costs	34,055			43,683
Taxes payable	21,440			33,248
Interest payable	491			497
Other current liabilities	18,822			21,548
Total current liabilities	166,100			190,566
Long-term debt	155,330			165,963
Deferred income taxes	5,141			6,282
Other liabilities	27,882			29,114
Liabilities subject to compromise	2,344,563			2,344,563
Total liabilities	2,699,016			2,736,488
Commitments and contingencies (Note 17)
Equity
Ordinary shares, $0.01 par value, 186,457,393 shares authorized; with 89,009,153 and 88,438,804 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	890			884
Additional paid-in capital	1,439,132			1,438,265
Accumulated deficit	(2,303,664		)	(2,233,248		)
Accumulated other comprehensive loss	(37,880		)	(38,658		)
Total shareholders’ deficit	(901,522		)	(832,757		)
Total liabilities and equity	$	1,797,494		$	1,903,731

See accompanying notes to the unaudited condensed consolidated financial statements.

7

PARAGON OFFSHORE plc

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(In thousands)

(Unaudited)

	Ordinary Shares			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity (Deficit)
	Shares	Amount
Balance as of December 31, 2015	86,026	$	860	$	1,429,456		$	(1,894,892	)	$	(42,014	)	$	(506,590	)
Net loss	—	—		—			(5,210		)	—			(5,210		)
Employee related equity activity:
Amortization of share-based compensation	—	—		1,967			—			—			1,967
Vesting of restricted stock unit awards	1,345	14		(112		)	—			—			(98		)
Other comprehensive income, net	—	—		—			—			2,255			2,255
Balance as of March 31, 2016	87,371	$	874	$	1,431,311		$	(1,900,102	)	$	(39,759	)	$	(507,676	)
Balance as of December 31, 2016	88,439	$	884	$	1,438,265		$	(2,233,248	)	$	(38,658	)	$	(832,757	)
Net loss	—	—		—			(70,416		)	—			(70,416		)
Employee related equity activity:
Amortization of share-based compensation	—	—		898			—			—			898
Vesting of restricted stock unit awards	570	6		(31		)	—			—			(25		)
Other comprehensive income, net	—	—		—			—			778			778
Balance as of March 31, 2017	89,009	$	890	$	1,439,132		$	(2,303,664	)	$	(37,880	)	$	(901,522	)

See accompanying notes to the unaudited condensed consolidated financial statements.

8

PARAGON OFFSHORE plc

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Cash flows from operating activities
Net loss	$	(70,416	)	$	(5,210	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	30,575			71,906
Loss on impairments	391			—
Deferred income taxes	(1,176		)	(4,750		)
Share-based compensation	646			2,206
Provision for doubtful accounts	238			—
Other, net	1,047			—
Net change in other assets and liabilities (Note 18)	2,717			42,171
Net cash provided by (used in) operating activities	(35,978		)	106,323
Cash flows from investing activities
Capital expenditures	(3,017		)	(17,866		)
Change in accrued capital expenditures	(481		)	(5,422		)
Change in restricted cash	(919		)	(4,160		)
Net cash used in investing activities	(4,417		)	(27,448		)
Cash flows from financing activities
Repayments on Sale-Leaseback Financing	(10,798		)	(16,947		)
Tax withholding on restricted stock units	(25		)	(98		)
Net cash used in financing activities	(10,823		)	(17,045		)
Net change in cash and cash equivalents	(51,218		)	61,830
Cash and cash equivalents, beginning of period	883,794			773,571
Cash and cash equivalents, end of period	$	832,576		$	835,401
Supplemental information for non-cash activities (Note 18)

See accompanying notes to the unaudited condensed consolidated financial statements.

9

PARAGON OFFSHORE plc

(DEBTOR-IN-POSSESSION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—ORGANIZATION, CURRENT EVENTS, AND BASIS OF PRESENTATION

Paragon Offshore plc (together with its subsidiaries, “Paragon,” the “Company,” “we,” “us” or “our”) is a global provider of offshore drilling rigs. Our fleet includes 34 jackups (including two high specification heavy duty/harsh environment jackups), four drillships and one semisubmersible. Our primary business is contracting our rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for our exploration and production customers on a dayrate basis around the world.

We currently operate in significant hydrocarbon-producing geographies throughout the world, including the North Sea, the Middle East and India. As of March 31, 2017, our contract backlog was $183 million and included contracts with national, international and independent oil and gas companies.

We are a public limited company registered under the Companies Act 2006 of England. In July 2014, Noble Corporation plc (“Noble”) transferred to us the assets and liabilities (the “Separation”) constituting most of Noble’s standard specification drilling units and related assets, liabilities and business. On August 1, 2014, Noble made a pro rata distribution to its shareholders of all of our issued and outstanding ordinary shares (the “Distribution” and, collectively with the Separation, the “Spin-Off”).

All financial information presented in this Form 10-Q represents the consolidated results of operations, financial position and cash flows of Paragon.

Unaudited Interim Information

The interim consolidated financial statements of Paragon and its subsidiaries are unaudited. However, they include all adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair statement of the Company’s consolidated financial position as of March 31, 2017 and the results of its operations and cash flows for the three months endedMarch 31, 2017 and 2016. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the SEC regarding interim financial reporting.

The 2016 year-end balance sheet data was derived from audited financial statements. This interim report does not include all disclosures required by U.S. GAAP for annual periods and should be read in conjunction with the Annual Report on Form 10-K of Paragon for the year ended December 31, 2016. The interim financial results may not be indicative of the results to be expected for the full year. Certain amounts in prior periods have been reclassified to conform to the current year presentation.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is contingent upon obtaining the requisite vote of creditors and the Bankruptcy Court’s approval of our plan of reorganization as described below. This represents a material uncertainty related to events and conditions that raises substantial doubt on our ability to continue as a going concern and, therefore, we may be unable to utilize our assets and discharge our liabilities in the normal course of business.

During the period that we are operating as debtors-in-possession under chapter 11 of the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions in our debt agreements), for amounts other than those reflected in the accompanying consolidated financial statements. Further, any reorganization plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern. As required by FASB ASC 852, Reorganizations (“ASC 852”), we intend to adopt fresh start accounting upon emergence from chapter 11 of the Bankruptcy Code.

10

Chapter 11 Filing

On February 12, 2016, the Company and certain of its subsidiaries (collectively, the “Debtors”) entered into a plan support agreement (the “PSA”) relating to a plan of reorganization (including all amendments thereto, the “Original Plan”) pursuant to chapter 11 of the Bankruptcy Code with holders representing an aggregate of 77% of the outstanding $457 million of our 6.75% senior unsecured notes maturing July 2022 and the outstanding $527 million of our 7.25% senior unsecured notes maturing August 2024 together with lenders representing an aggregate of 96% of the amounts outstanding (including letters of credit) under our Revolving Credit Agreement (the “Noteholder Group”).

On February 14, 2016, the Debtors commenced their chapter 11 cases (the “Bankruptcy cases”) by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Upon filing the Bankruptcy cases, we began trading on the OTC Pink.

On April 19, 2016, the Bankruptcy Court approved the Company’s disclosure statement and certain amendments to the Original Plan.

Effective August 5, 2016, the Company entered into an amendment to the PSA (the “PSA Amendment”) with the lenders under our Revolving Credit Agreement (the “Revolver Lenders”) and lenders holding approximately 69% in principal amount of our Senior Notes. The PSA Amendment supported certain revisions to the Original Plan. On August 15, 2016, the Debtors filed the amended Original Plan and a supplemental disclosure statement with the Bankruptcy Court.

By oral ruling on October 28, 2016, and by written order dated November 15, 2016, the Bankruptcy Court denied confirmation of the Debtors’ amended Original Plan. Consequently, on November 29, 2016, the Noteholder Group terminated the PSA effective as of December 2, 2016.

On January 18, 2017, the Company announced that it reached agreement in principle with a steering committee of lenders under our Revolving Credit Agreement and an ad hoc committee of lenders under our Term Loan Agreement to support a new chapter 11 plan of reorganization for the Debtors (the “New Plan”). On February 7, 2017, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the (i) elimination of approximately $2.4 billion of the Company’s existing debt in exchange for a combination of cash, debt and new equity to be issued under the New Plan; (ii) allocation to the Revolver Lenders and lenders under our Term Loan Agreement (collectively, the “Secured Lenders”) of new senior first lien debt in the original aggregate principal amount of $85 million maturing in 2022; (iii) projected distribution to the Secured Lenders of approximately $418 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company’s emergence from the Bankruptcy cases, and an estimated 58% of the new equity of the reorganized company; (iv) projected distribution to holders of the Company’s Senior Notes (the “Bondholders”) of approximately $47 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company’s emergence from the Bankruptcy cases, and an estimated 42% of the new equity of the reorganized company; and (v) commencement of an administration of the Company in the United Kingdom to, among other things, implement a sale of all or substantially all of the assets of the Company to a new holding company to be formed, which administration may be effected on or prior to effectiveness of the New Plan.

On April 21, 2017, following further discussions with the Secured Lenders, the Company filed an amendment to the New Plan and a related disclosure statement with the Bankruptcy Court. This amendment makes certain modifications to the New Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement (as defined below); (ii) provide for a combined class of general unsecured creditors, including the Company’s 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024; and (iii) provide for the post-emergence wind-down of certain of the Debtors’ dormant subsidiaries and discontinued businesses.

On May 2, 2017, as a result of a successful court-ordered mediation process with representatives of the Secured Lenders and the Bondholders, the Company filed additional amendments to the New Plan (as amended, the “Consensual Plan”) and a related disclosure statement with the Bankruptcy Court. The Consensual Plan resolves the objections previously raised by the Bondholders to the New Plan.

Under the Consensual Plan, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. Certain other elements of the New Plan remain unchanged in the Consensual Plan, including that: (i) the Secured Lenders shall be allocated new senior secured first lien debt in the original aggregate principal amount of $85 million maturing

11

in 2022, (ii) the Company shall commence an administration proceeding in the United Kingdom, and (iii) the Company’s current shareholders are not expected to have any recovery under the Consensual Plan. Both the U.S. Trustee and the Bankruptcy Court have declined to appoint an equity committee in the Bankruptcy cases. The Consensual Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court.

Debtors-in-Possession

Since filing the Bankruptcy cases, the Debtors have operated their business as “debtors-in-possession”. Under the Bankruptcy cases, the Debtor’s trade creditors and vendors are being paid in full in the ordinary course of business. Certain subsidiaries of the Company were not party to the chapter 11 filing (the “Non-Filing entities”). The Non-Filing entities have continued to operate in the ordinary course of business.

Litigation with Noble Corporation

On February 12, 2016, we entered into a binding term sheet with Noble with respect to the “Noble Settlement Agreement” (as described below), which we executed on April 29, 2016. The Noble Settlement Agreement would have become effective upon the consummation of the Original Plan, or a plan of reorganization substantially similar thereto, and the satisfaction of certain other conditions precedent as set forth in the Noble Settlement Agreement. Pursuant to the Noble Settlement Agreement, Noble would have provided direct bonding in fulfillment of the requirements necessary to challenge tax assessments in Mexico relating to our business for the tax years 2005 through 2010 (the “Mexican Tax Assessments”). Additionally, pursuant to the Noble Settlement Agreement, Noble would have been responsible for all of the ultimate tax liability for Noble legal entities and 50% of the ultimate tax liability for our legal entities following the defense of the Mexican Tax Assessments. In consideration for this support, we had agreed to release Noble, fully and unconditionally, from any and all claims in relation to the Spin-Off.

On April 21, 2017, we filed our amendment to the New Plan with the Bankruptcy Court. Under the New Plan, we do not intend to seek approval of the Noble Settlement Agreement with the Bankruptcy Court. As a result, on April 21, 2017, Noble terminated the Noble Settlement Agreement.

On May 2, 2017, the Company filed further amendments to the New Plan (the Consensual Plan) and a related disclosure statement with the Bankruptcy Court. Pursuant to the Consensual Plan, the Company’s creditors will pursue litigation against Noble through the establishment of a litigation trust (the “Litigation Trust”), which the Company will fund with a loan of up to $10 million (the “Litigation Loan Amount”). Under the Consensual Plan, the first $10 million of proceeds from the litigation against Noble will be applied to repay the Litigation Loan Amount, and any balance of the first $10 million of proceeds will be shared 50%/50% between the Bondholders and Secured Creditors. Any amounts above the first $10 million of proceeds will be split in a ratio of 75%/25% in favor of the Bondholders.

NOTE 2—NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), which creates ASC Topic 606, Revenue from Contracts with Customers and supersedes the revenue recognition requirements in Topic 605 and industry-specific standards that currently exist under U.S. GAAP. The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. In March, April, May and November 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients, andASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively. These updates clarify important aspects of the guidance and improve its operability and implementation. ASC Topic 606 is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. We are evaluating the provisions of ASU 2014-09, concurrently with the provisions of ASU 2016-02 (defined below) since we have determined that our drilling contracts contain a lease component, and our adoption of ASU 2016-02, therefore, will require that we separately recognize revenues associated with lease and nonlease components. Nonlease components or the provision of contract drilling services will be accounted for under ASU 2014-09. We are in the process of reviewing our revenue streams under these ASUs and have identified a subset of contracts that we believe are representative of our operations and have initiated an analysis of the related performance obligations and pricing arrangements in such contracts.  We are still evaluating methods of adoption and what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures which will be based on contract-specific facts and circumstances that could introduce variability to the timing of our revenue recognition relative to current accounting standards.

12

In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, Leases (“ASU 2016-02”). This ASU requires an entity to separate lease components from nonlease components in a contract. The lease components would be accounted for under ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability for capital and operating leases with lease terms greater than twelve months. Lessors must align certain requirements with the updates to lessee accounting standards and potentially derecognize a leased asset and recognize a net investment in the lease. This ASU also requires key qualitative and quantitative disclosures by lessees and lessors to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for financial statements issued for annual reporting periods beginning after December 15, 2018, and interim reporting periods within that reporting period. Early adoption is permitted. A modified retrospective approach is required. Under this ASU, we have determined that our drilling contracts contain a lease component, and our adoption, therefore, will require that we separately recognize revenues associated with the lease and service components. We are evaluating the provisions of ASU 2016-02, concurrently with the provisions of ASU 2014-09 and expect to adopt both updates concurrently with an effective date of January 1, 2018. We are still evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In June 2016, the FASB issued ASU No. 2016-13, which creates ASC Topic 326, Financial Instruments - Credit Losses. The new guidance introduces new accounting models for expected credit losses on financial instruments and applies to: (1) loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The scope of the new guidance is broad and is designed to improve the current accounting models for the impairment of financial assets. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2018, and interim periods within that reporting period. A modified retrospective approach is required. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In August 2016 the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB’s Emerging Issues Task Force. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU addresses how the following cash transactions are presented: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investments; and (7) beneficial interests in securitization transactions. The ASU also addresses how to present cash receipts and cash payments that have aspects of multiple cash flow classifications. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We do not expect that our adoption will have a material impact on our cash flows or financial disclosures.

In October 2016 the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this ASU eliminate the exception for an intra-entity transfer of an asset other than inventory. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been made available for issuance. This ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has elected early adoption of this guidance on a modified retrospective basis. Early adoption had no impact on prior periods as reported in our financial statements for the quarter ended March 31, 2017.

In November 2016 the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. The new guidance is intended to reduce diversity in practice on the presentation of restricted cash in the statement of cash flows. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted, including adoption in an interim period. This ASU should be applied using a retrospective transition method to each period presented. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

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In January 2017 the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business. The objective of this ASU is to add guidance that will assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses and may affect many areas of accounting including acquisitions, disposals, goodwill and consolidations. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. We do not expect that our adoption will have a material impact on our financial condition, results of operations, cash flows or financial disclosures and the impact will be based on whether it is necessary for us to determine if we have acquired or sold a business in any period after the effective date.

In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecogntion Guidance and Accounting for Partial Sales of Nonfinancial Assets which will be effective at the same time as ASC Topic 606. ASU No. 2017-05 clarifies the scope, definition and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and adds guidance for partial sales of nonfinancial assets. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2017 the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this update require that an employer disaggregate the service cost component from the other components of net benefit cost and provide guidance on how to present the service cost component and the other components of net benefit cost in the income statement. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. The amendment for the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost should be applied retrospectively. We do not expect that our adoption will have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

NOTE 3— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include our accounts, those of our wholly-owned subsidiaries and entities in which we hold a controlling financial interest. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reorganization Accounting

In connection with filing chapter 11 of the Bankruptcy Code on February 14, 2016, the Company is subject to the requirements of ASC 852. ASC852 is applicable to companies under bankruptcy protection and requires amendments to the presentation of key financial statement line items. ASC 852 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Bankruptcy cases distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization of the business must be reported separately as reorganization items in the consolidated statements of operations for the three months ended March 31, 2017. The balance sheet must distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities subject to compromise are pre-petition obligations that are not fully secured and that have at least a possibility of not being repaid at the full claim amount by the plan of reorganization. Liabilities subject to compromise must be reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts as a result of the plan of reorganization. See Note 9 - “Reorganization Items” for cash paid for reorganization items in the consolidated statements of cash flows.

As required by ASC 852 we intend to adopt fresh start accounting upon emergence from chapter 11 of the Bankruptcy Code.

Revenue Recognition

Our typical dayrate drilling contracts require our performance of a variety of services for a specified period of time. We determine progress towards completion of the contract by measuring efforts expended and the cost of services required to perform

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under a drilling contract, as the basis for our revenue recognition. Revenues generated from our dayrate basis drilling contracts and labor contracts are recognized on a per day basis as services are performed and begin upon the contract commencement, as defined under the specified drilling or labor contract. Dayrate revenues are typically earned, and contract drilling expenses are typically incurred ratably over the term of our drilling contracts. We review and monitor our performance under our drilling contracts to confirm the basis for our revenue recognition. Revenues from bonuses are recognized when earned.

It is typical in our dayrate drilling contracts to receive compensation and incur costs for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities.

Deferred revenues from drilling contracts totaled $7 million and $9 million as of March 31, 2017 and December 31, 2016, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in our Condensed Consolidated Balance Sheets, based upon the expected time of recognition of such deferred revenues. Deferred costs associated with deferred revenues from drilling contracts totaled $2 million at March 31, 2017 as compared to $3 million as of December 31, 2016. Such amounts are included in either “Prepaid and other current assets” or “Other assets” in our Condensed Consolidated Balance Sheets, based upon the expected time of recognition of such deferred costs.

We record reimbursements from customers for “out-of-pocket” expenses as revenues and the related direct cost as operating expenses.

Restricted Cash

Restricted cash consists of both cash held to satisfy the requirements of our Sale-Leaseback Transaction (as described in Note 7 - “Debt”), which was executed in 2015 and cash collateral for an outstanding performance bond.

Under the terms of the Lease Agreements (as defined in Note 7 - “Debt”) we are required to maintain three cash reserve accounts: a capital expenditure reserve account, an operating reserve account and a rental reserve account.

The capital expenditure reserve is available specifically for special survey costs (3-5 year surveys) provided that we replenish any amount withdrawn within twelve months from the date of the withdrawal.  This cash is available to us, for a designated purpose, in the short-term, and therefore the restricted cash balance is included in short-term “Restricted cash” on our Condensed Consolidated Balance Sheet. The short-term restricted cash balance also includes funds accumulated in an operating reserve account used for payment of monthly operating expenses under the terms of the Lease Agreements. Our short-term restricted cash was $11 million and $9 million as of March 31, 2017 and December 31, 2016, respectively.

The rental reserve account is the minimum amount established under the Lease Agreements which we are required to maintain on reserve at all times during the lease period. The balance in the account increases with periodic deposits of operating revenue in excess of allowed operating expenses. Any amount of cash in the account in excess of the minimum balance required on reserve is to be used repay our long-term debt obligation related to the Sale-Leaseback Transaction. In addition to the Sale-Leaseback Transaction rental reserve account, the long-term restricted cash balance as of March 31, 2017 and December 31, 2016 also includes $9 million cash collateral for an outstanding performance bond. Our long-term restricted cash was $36 million and $38 million as of March 31, 2017 and December 31, 2016, respectively.

Allowance for Doubtful Accounts

We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. The Company monitors the accounts receivable from its customers for any collectability issues. An allowance for doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors.

Our allowance for doubtful accounts was $26 million and $25 million as of March 31, 2017 and December 31, 2016, respectively. We had $0.2 million of bad debt expense and no recoveries for the three months ended March 31, 2017. We had no bad debt expense or recoveries for the three months ended March 31, 2016. Bad debt expense and recoveries are reported as a component of “Contract drilling services operating costs and expenses” in our Condensed Consolidated Statements of Operations.

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Long-lived Assets and Impairments

Property and equipment is stated at cost. Major replacements and improvements are capitalized. When assets are sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and the gain or loss is recognized. Property and equipment are depreciated using the straight-line method over their estimated useful lives as of the date placed in service or date of major refurbishment.

Scheduled maintenance of equipment is performed based on the number of hours operated in accordance with our preventative maintenance program. Routine repair and maintenance costs are charged to expense as incurred.

The estimated useful lives of our property and equipment are as follows:

	Years
Drilling rigs	7 - 30
Drilling machinery and equipment	3 - 5
Other	3 - 10

The amount of depreciation expense we record is dependent upon certain assumptions, including an asset’s estimated useful life, rate of consumption and corresponding salvage value. We periodically review these assumptions and may change one or more of these assumptions. Changes in our assumptions may require us to recognize, on a prospective basis, increased or decreased depreciation expense.

We evaluate the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization. For property and equipment whose carrying values are determined not to be recoverable, we calculate an impairment loss as a difference between the fair value and carrying amount. We estimate the fair values by applying either an income approach, using projected discounted cash flows, or a market approach. For discussion related to our impairment analysis see Note 4 - “Property and Equipment and Other Assets.”

NOTE 4—PROPERTY AND EQUIPMENT AND OTHER ASSETS

Property and equipment consists of drilling rigs, drilling machinery and equipment and other property and equipment.

	March 31,			December 31,
(In thousands)	2017			2016
Drilling rigs	$	1,457,907		$	1,463,199
Drilling rigs under Sale-Leaseback Transaction	469,747			469,018
Drilling machinery and equipment	348,164			345,172
Other	59,016			59,115
Property and equipment, at cost	2,334,834			2,336,504
Less: Accumulated depreciation	(1,516,497		)	(1,496,006		)
Less: Accumulated amortization under Sale-Leaseback Transaction	(32,531		)	(27,726		)
Property and equipment, net	$	785,806		$	812,772

Depreciation expense was $31 million and $72 million for the three months ended March 31, 2017 and 2016, respectively, including depreciation expense of $1 million and $4 million for underwater inspection in lieu of drydocking costs (“UWILD”) for the three months ended March 31, 2017 and 2016, respectively. UWILD costs are capitalized in “Other assets” on the Condensed Consolidated Balance Sheet. Amortization of our leased drilling rigs under the Sale-Leaseback Transaction is recorded in depreciation expense for the three months ended March 31, 2017 and 2016.

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Our capital expenditures totaled $3 million and $18 million for the three months ended March 31, 2017 and 2016, respectively. Included in accounts payable were $1 million and $5 million of capital accruals as of March 31, 2017 and 2016, respectively.

Loss on Impairment

We assess the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable (such as, but not limited to, cold stacking a rig, the expectation of cold stacking a rig in the near term, a decision to retire or scrap a rig, or excess spending over budget on a newbuild, construction project or major rig upgrade). For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization. For property and equipment whose carrying values are determined not to be recoverable, we calculate an impairment loss as a difference between the fair value and carrying amount. We estimate the fair values by applying either an income approach, using projected discounted cash flows, or a market approach. Estimates of discounted future cash flows typically include (i) discrete financial forecasts, which rely on management’s estimates of revenue and operating expenses, (ii) long-term growth rates, and (iii) estimates of useful lives of the assets. Such estimates of future discounted cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. In a market approach, the fair value would be based on unobservable third-party estimated prices that would be received in exchange for the assets in an orderly transaction between market participants.

For the three months ended March 31, 2017, we recognized an impairment loss of $0.4 million in our Condensed Consolidated Statements of Operations. No impairment loss was recognized for the three months ended March 31, 2016.

NOTE 5—SHARE-BASED COMPENSATION

In conjunction with the Spin-Off, we adopted new equity incentive plans for our employees and directors, the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (the “Employee Plan”) and the Paragon Offshore plc 2014 Director Omnibus Plan (the “Director Plan”). The Employee Plan and Director Plan include replacement awards of Paragon time-vested restricted stock units (“TVRSU’s”) and performance-vested restricted stock units (“PVRSU’s”), granted in connection with the Spin-Off, as well as, new share-settled and cash-settled awards (“CS-TVRSU’s”) which have been granted since Spin-Off. No awards were granted during three months ended March 31, 2017.

Shares available for issuance and outstanding restricted stock units under our two equity incentive plans as of March 31, 2017 are as follows (excluding the impact of cash-settled awards):

(In shares)	Employee Plan	Director Plan
Shares available for future awards or grants	5,580,201	434,048
Outstanding unvested restricted stock units	1,461,377	—

In prior years, we have awarded both TVRSU’s and PVRSU’s under our Employee Plan and TVRSU’s under our Director Plan. The total compensation for TVRSU’s that ultimately vests is recognized using a straight-line method over a three-year service period. The CS-TVRSU’s under our Employee Plan are accounted for as liability-based awards and are valued at the end of each reporting period at our underlying share price. The total compensation for CS-TVRSU’s that ultimately vests is recognized using a straight-line method over three-year service period. The number of PVRSU’s which vest under our Employee Plan will depend on the degree of achievement of specified company-based, return on capital employed (“ROCE”), and market-based, total shareholder return (“TSR”), performance criteria over the service period.

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A summary of restricted stock activity for the three months ended March 31, 2017 is as follows:

	TVRSU’s Outstanding		TVRSU Weighted Average Grant-Date Fair Value		CS-TVRSU’s Outstanding		Share Price (1)		PVRSU’s Outstanding (2)		PVRSU Weighted Average Grant-Date Fair Value
Outstanding as of December 31, 2016	1,910,893		$	5.31	1,292,601				602,219		$	5.39
Vested	(842,282	)	5.18		(530,604	)			—		—
Forfeited (3)	(17,979	)	11.00		(250,190	)			(191,474	)	11.00
Outstanding as of March 31, 2017	1,050,632		$	5.33	511,807		$	0.05	410,745		$	2.78

(1) The share price represents the closing price of our shares on March 31, 2017 at which our CS-TVRSU’s are measured.

(2) In the three months ended March 31, 2017, 191,474 PVRSU’s were forfeited as a result of the Company not achieving the thresholds for vesting based on annualized ROCE performance over the term of the awards. For the remaining 410,745 PVRSU’s outstanding, the share amount equals the units that would vest if the “target” level of performance is achieved based on the degree of achievement of the Company’s TSR, relative to a peer group of companies. The minimum number of units is zero and the “maximum” level of performance is 200% of the target amount.

(3) In accordance with ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company has elected to account for forfeitures when they occur. This election had no impact on our financial statements for the three months ended March 31, 2017.

Equity and liability-based award amortization recognized during the three months ended March 31, 2017 totaled $0.6 million. As of March 31, 2017, we had $2 million of total unrecognized compensation cost related to our TVRSU’s. The Company expects to recognize this cost over a remaining weighted-average period of 0.7 years or expense immediately on the effective date of the Consensual Plan. As of March 31, 2017, we had $21 thousand of total unrecognized compensation cost related to our CS-TVRSU’s. The Company expects to recognize this cost over a remaining weighted-average period of 0.9 years or expense immediately on the effective date of the Consensual Plan.

As of March 31, 2017, we had $0.1 million of total unrecognized compensation cost related to our PVRSU’s. The Company expects to recognize this cost over a remaining weighted-average period of 0.8 years or expense immediately on the effective date of the Consensual Plan. The total potential compensation for the 410,745 PVRSU’s based on TSR is recognized over the service period regardless of whether the TSR performance thresholds are ultimately achieved since vesting is based on market conditions.

NOTE 6—LOSS PER SHARE

On August 1, 2014, approximately 85 million of our ordinary shares were distributed to Noble’s shareholders in conjunction with the Spin-Off. Weighted average shares outstanding, basic and diluted, have been computed based on the weighted average number of ordinary shares outstanding during the applicable period. Restricted stock units do not represent ordinary shares outstanding until they are vested and converted into ordinary shares. Our outstanding share-based payment awards currently consist solely of restricted stock units. The diluted earnings per share calculation under the two class method is the same as our basic earnings per share calculation as we currently have no stock options or other potentially dilutive securities outstanding.

Our unvested restricted stock units, which contain non-forfeitable rights to dividends, are deemed to be participating securities and are included in the computation of earnings per share pursuant to the “two-class” method. The “two-class” method allocates undistributed earnings between ordinary shares and participating securities; however, in a period of net loss, losses are not allocated to our participating securities. No earnings were allocated to unvested share-based payment awards in our earnings per share calculation for the three months ended March 31, 2017 and 2016 due to our net losses in each respective period.

Existing shareholders of the Company will not receive a recovery under the Consensual Plan.

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The following table includes the computation of basic and diluted net loss and loss per share:

	Three Months Ended
	March 31,
(In thousands, except per share amounts)	2017			2016
Allocation of loss - basic and diluted
Net loss	$	(70,416	)	$	(5,210	)
Earnings allocated to unvested share-based payment awards	—			—
Net loss attributable to ordinary shareholders - basic and diluted	$	(70,416	)	$	(5,210	)
Weighted average shares outstanding
Basic and diluted	88,747			86,598
Weighted average unvested share-based payment awards	1,885			5,944
Loss per share
Basic and diluted	$	(0.79	)	$	(0.06	)

NOTE 7—DEBT

A summary of long-term debt as of March 31, 2017 and December 31, 2016 is as follows:

	March 31,			December 31,
(In thousands)	2017			2016
Revolving Credit Facility (1)	$	—		$	—
Term Loan Facility, bearing interest of 5.75% and 5.5% as of March 31, 2017 and December 31, 2016, respectively(1)	—			—
Senior Notes due 2022, bearing fixed interest at 6.75% per annum(1)	—			—
Senior Notes due 2024, bearing fixed interest at 7.25% per annum(1)	—			—
Sale-Leaseback Transaction	185,691			196,418
Unamortized debt issuance costs	(667		)	(718		)
Total debt	185,024			195,700
Less: Current maturities of long-term debt	(29,694		)	(29,737		)
Long-term debt	$	155,330		$	165,963

(1) See Note 8 - “Liabilities Subject to Compromise” for each of the respective March 31, 2017 balances identified above. The commencement of the Bankruptcy cases on February 14, 2016 constituted an event of default that accelerated our obligations under the Term Loan Agreement, Revolving Credit Agreement, and Senior Notes. Any efforts to enforce payments related to these obligations are automatically stayed as a result of the filing of the petitions and are subject to the applicable provisions of the Bankruptcy Code.

Revolving Credit Facility, Term Loan Facility and Senior Notes

On June 17, 2014, we entered into the Revolving Credit Agreement with lenders that provided commitments in the amount of $800 million. The Revolving Credit Agreement, which is secured by substantially all of our rigs, has a term of five years and matures in July 2019. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) an adjusted LIBOR, plus an applicable margin ranging between 1.50% to 2.50%, depending on our leverage ratio, or (ii) a base rate plus an applicable margin ranging between 1.50% to 2.50%. Under the Revolving Credit Agreement, we may also obtain letters of credit, the issuance of which would reduce a corresponding amount available for borrowing.

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As of March 31, 2017, we had $709 million in borrowings outstanding at a weighted-average interest rate of 3.48%, and an aggregate amount of $69 million of letters of credit issued under the Revolving Credit Facility. The balance of our Revolving Credit Facility and unamortized deferred debt issuance costs are classified as liabilities subject to compromise. We continue to pay interest on the Revolving Credit Facility in the ordinary course of business based on Bankruptcy Court approval. Accordingly, interest payable on the Revolving Credit Facility is not classified as a liability subject to compromise.

On July 18, 2014, we issued $1.08 billion of Senior Notes and also borrowed $650 million under the Term Loan Facility. The Term Loan Facility is secured by substantially all of our rigs. The proceeds from the Term Loan Facility and the Senior Notes were used to repay $1.7 billion of intercompany indebtedness to Noble incurred as partial consideration for the Separation.

The Senior Notes consisted of $500 million of 6.75% senior notes and $580 million of 7.25% senior notes, which mature on July 15, 2022 and August 15, 2024, respectively. The Senior Notes were issued without an original issue discount. Contractual interest on the 6.75% senior notes is payable semi-annually, in January and July. Contractual interest on the 7.25% senior notes is payable semi-annually, in February and August. The approximate $1 billion balance of our Senior Notes, accrued pre-petition interest, and unamortized deferred debt issuance costs are classified as liabilities subject to compromise. As interest on the Company’s unsecured Senior Notes subsequent to February 14, 2016 was not expected to be an allowed claim, the Company ceased accruing interest on its Senior Notes on this date. Results for the three months ended March 31, 2017 and 2016 would have included contractual interest expense of $18 million and $9 million, respectively. These costs would have been incurred had the unsecured Senior Notes not been classified as subject to compromise.

Borrowings under the Term Loan Facility bear interest at an adjusted LIBOR rate plus 2.75%, subject to a minimum LIBOR rate of 1% or a base rate plus 1.75%, at our option. We are required to make quarterly principal payments of $1.6 million plus interest and may prepay all or a portion of the Term Loan Facility at any time. The Term Loan Facility matures in July 2021. The loans under the Term Loan Facility were issued with 0.50% original issue discount. As of March 31, 2017, the approximate $635 million balance of our Term Loan Facility, unamortized deferred debt issuance costs and unamortized discount are classified as liabilities subject to compromise (See Note 8 - “Liabilities Subject to Compromise”). Paragon continues to make interest payments on its Term Loan Facility in the ordinary course of business, based on Bankruptcy Court approval. Accordingly, interest payable on the Term Loan Facility is not classified as liabilities subject to compromise in the Condensed Consolidated Balance Sheet as of March 31, 2017.

The agreements related to our Debt Facilities contain covenants that place restrictions on certain merger and consolidation transactions; our ability to sell or transfer certain assets; payment of dividends; making distributions; redemption of stock; incurrence or guarantee of debt; issuance of loans; prepayment; redemption of certain debt; as well as incurrence or assumption of certain liens. The covenants and events of default under our Revolving Credit Agreement, Senior Notes, and Term Loan Facility are substantially similar.

Sale-Leaseback Transaction

On July 24, 2015, we executed a combined $300 million Sale-Leaseback Transaction with subsidiaries of SinoEnergy (collectively, the “Lessors”) for our two high specification jackup units, Prospector 1 and Prospector 5 (collectively, the “Prospector Rigs”). We sold the Prospector Rigs to the Lessors and immediately leased the Prospector Rigs from the Lessors for a period of five years pursuant to a lease agreement for each Prospector Rig (collectively, the “Lease Agreements”). Net of fees and expenses and certain lease prepayments, we received net proceeds of approximately $292 million, including amounts used to fund certain required reserve accounts. The Prospector 5 is currently operating under drilling contracts with Total S.A. until November 2017. The Prospector 1 is currently operating under drilling contracts with Oranje-Nassau Energie B.V. until June 2018.

The Company has obtained a forbearance from the Lessors of the event of default relating to the filing of the chapter 11 cases under the Lease Agreements. We are currently in discussions with the Lessor to ensure the forbearance will become a permanent waiver of this event of default upon the occurrence of certain conditions, including that the effective date of the Consensual Plan occurs by August 1, 2017. If we are unable to satisfy the conditions of this waiver, we intend to file petitions for relief under chapter 11 of the Bankruptcy Code for the parties to the Lease Agreements and certain of their affiliates.

While it has been determined that the Lessors are variable interest entities (“VIEs”), we are not the primary beneficiary of the VIEs for accounting purposes since we do not have the power to direct the operation of the VIEs and we did not have the obligation to absorb losses nor the right to receive benefits that could potentially be significant to the VIEs. As a result, we did not consolidate the Lessors in our consolidated financial statements. We have accounted for the Sale-Leaseback Transaction as a capital lease.

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The following table includes our total minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5.

(In millions)	2017		2018		2019		2020		Thereafter		Total
Minimum annual rental payments	$	34	$	32	$	31	$	119	$	—	$	216

We made rental payments, including interest, of approximately $13 million and $21 million during the three months endedMarch 31, 2017 and 2016, respectively. This includes pre-payments or Excess Cash Amounts (as defined below) of $3 million for the Prospector 1 for both the three months ended March 31, 2017 and 2016 and $3 million and $5 million for the Prospector 5 for the three months ended March 31, 2017 and 2016, respectively.

Following the third and fourth anniversaries of the closing dates of the Lease Agreements, we have the option to repurchase each Prospector Rig for an amount as defined in the Lease Agreements. At the end of the lease term, we have an obligation to repurchase each Prospector Rig for a maximum amount of $88 million per rig, less any pre-payments made by us during the term of the Lease Agreements.

The Lease Agreements obligate us to make certain termination payments upon the occurrence of certain events of default, including payment defaults, breaches of representations and warranties, termination of the underlying drilling contract for each rig, covenant defaults, cross-payment defaults, certain events of bankruptcy, material judgments and actual or asserted failure of any credit document to be in force and effect. The Lease Agreements contain certain representations, warranties, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback financing transactions. The Lease Agreements contain certain affirmative and negative covenants that, subject to exceptions, limit our ability to, among other things, incur additional indebtedness and guarantee indebtedness, pay inter-company dividends or make other inter-company distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell, transfer or otherwise dispose of certain assets, create or incur liens, enter into certain types of transactions with affiliates, consolidate, merge or sell all or substantially all of our assets, and enter into new lines of business.

In addition, we are required to maintain a cash reserve of $11.5 million for each Prospector Rig throughout the term of the Lease Agreements. During the term of the current drilling contract for each Prospector Rig, we are also required to pay to the Lessors any excess cash amounts earned under such contract, after payment of bareboat charter fees and operating expenses for such Prospector Rig and maintenance of any mandatory reserve cash amounts (the “Excess Cash Amounts”). These excess cash payments represent prepayment for the remaining rental payments under the applicable Lease Agreement (the “Cash Sweep”). As of March 31, 2017 and December 31, 2016, we had short-term restricted cash balances of $11 million and $9 million, respectively, and long-term restricted cash balances of $27 million and $29 million, respectively, related to the Lease Agreements in “Restricted cash” on our Condensed Consolidated Balance Sheet. Following the conclusion of the current drilling contract for each Rig, the Cash Sweep will be reduced, requiring us to make prepayments to the Lessors of up to 25% of the Excess Cash Amounts.

NOTE 8—LIABILITIES SUBJECT TO COMPROMISE

As a result of the filing of the Bankruptcy cases on February 14, 2016, we have classified pre-petition liabilities that are not fully secured and that have at least a possibility of not being repaid at the full claim amount by the Consensual Plan as liabilities subject to compromise in our condensed consolidated financial statements. Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. If there is uncertainty about whether a secured claim is under-secured, or would be impaired under the Consensual Plan, the entire amount of the claim is included in liabilities subject to compromise. The amounts currently classified as liabilities subject to compromise represent Paragon’s current estimate of claims expected to be allowed under the Consensual Plan, if approved. We will continue to evaluate these liabilities during the pendency of the Bankruptcy cases and they may be subject to future adjustments depending on the Bankruptcy Court actions, further development with respect to disputed claims, or other events. Such adjustments may be material.

The Revolving Credit Facility, Senior Notes, and Term Loan Facility will be affected by the Consensual Plan which is subject to confirmation by the Bankruptcy Court. As such, the outstanding balances of these debt instruments and related accrued pre-petition interest (for the Senior Notes only), unamortized debt issuance costs and unamortized discount (for Term Loan Facility only) have been classified as liabilities subject to compromise in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016.

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Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed. Although payment of pre-petition claims is generally not permitted, the Bankruptcy Court approved the Debtors’ “first day” motions allowing, among other things, the payment of obligations related to human capital, supplier relations, customer relations, business operations, tax matters, cash management, utilities, case management and retention of professionals. As a result of this approval, the Company continues to pay certain pre-petition claims in designated categories and subject to certain terms and conditions in the ordinary course of business, and we have not classified these liabilities as subject to compromise in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016. This is designed to preserve the value of the Company’s businesses and assets. With respect to pre-petition claims, the Company notified all known claimants of the deadline to file a proof of claim with the Court.

The Company has been paying and intends to continue to pay undisputed post-petition claims in the ordinary course of business. 

The following table reflects pre-petition liabilities that are subject to compromise included in our Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016. See Note 7 - “Debt” for a specific discussion on the debt instruments and related balances subject to compromise:

	March 31,			December 31,
(In thousands)	2017			2016
Revolving Credit Facility	$	709,100		$	709,100
Term Loan Facility	641,875			641,875
Senior Notes due 2022, bearing fixed interest at 6.75% per annum	456,572			456,572
Senior Notes due 2024, bearing fixed interest at 7.25% per annum	527,010			527,010
Interest payable on Senior Notes	37,168			37,168
Debt issuance costs on Revolving Credit Facility	(5,891		)	(5,891		)
Discount and debt issuance costs on Term Loan Facility	(7,259		)	(7,259		)
Debt issuance costs on Senior Notes	(14,012		)	(14,012		)
Liabilities subject to compromise	$	2,344,563		$	2,344,563

NOTE 9—REORGANIZATION ITEMS

ASC 852 requires that transactions and events directly associated with the reorganization be distinguished from the ongoing operations of the business. The Company uses “Reorganization items, net” on its Condensed Consolidated Statements of Operations to reflect the net revenues, expenses, gains and losses that are the direct result of the reorganization of the business. The following table summarizes the components included in “Reorganization items, net”:

	Three Months Ended
	March 31,
(In thousands)	2017		2016
Professional fees	$	16,448	$	18,616
Other	2,026		3,226
Total Reorganization items, net	$	18,474	$	21,842

Included in Reorganization items, net for the three months ended March 31, 2017 is approximately $10 million of cash paid for professional fees and $8 million of accrued expenses.

Included in Reorganization items, net for the three months ended March 31, 2016 is approximately $13 million of cash paid for professional fees, $6 million of accrued expenses and $3 million of non-cash amortization associated with the reorganization.

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NOTE 10—CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION

The financial statements below represent the condensed combined financial statements of the Debtors. Effective January 1, 2016, the Non-Filing entities are accounted for as non-consolidated subsidiaries in these financial statements and, as such, their net earnings are included as “Equity in earnings of Non-Filing entities, net of tax” in the Debtors’ Condensed Combined Statement of Operations and their net assets are included as “Investment in Non-Filing entities” in the Debtors’ Condensed Combined Balance Sheet.

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the Non-Filing entities have not been eliminated in the Debtors’ financial statements.

DEBTORS’ CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)

(In thousands)

	Three Months Ended
	March 31,
	2017			2016
Operating revenues
Contract drilling services	$	27,910		$	200,322
Reimbursables and other	3,039			17,098
	30,949			217,420
Operating costs and expenses
Contract drilling services	42,687			104,428
Reimbursables	810			12,568
Depreciation and amortization	24,792			66,075
General and administrative	8,099			10,472
Loss on impairments	391			—
	76,779			193,543
Operating loss before interest, reorganization items and income taxes	(45,830		)	23,877
Interest expense, net (contractual interest of $33,131 and $31,207 for the three months ended March 31, 2017 and 2016)	(14,966		)	(22,118		)
Other, net	1,251			794
Reorganization items, net	(18,474		)	(19,454		)
Loss before income taxes	(78,019		)	(16,901		)
Income tax provision	(2,222		)	(1,183		)
Net loss	(80,241		)	(18,084		)
Equity in earnings of Non-Filing entities, net of tax	9,825			12,874
Net loss attributable to Paragon	$	(70,416	)	$	(5,210	)

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DEBTORS’ CONDENSED COMBINED BALANCE SHEET

(Unaudited)

(In thousands)

	March 31,			December 31,
	2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	497,488		$	553,238
Accounts receivable, net of allowance for doubtful accounts of $25 million at March 31, 2017 and December 31, 2016, respectively	32,942			48,861
Accounts receivable from Non-Filing entities	723,010			647,657
Prepaid and other current assets	37,808			33,228
Total current assets	1,291,248			1,282,984
Investment in Non-Filing entities	1,057,476			1,074,335
Notes receivable from Non-Filing entities	63,671			58,759
Property and equipment, at cost	1,798,997			1,809,120
Accumulated depreciation	(1,499,594		)	(1,481,209		)
Property and equipment, net	299,403			327,911
Other assets	24,283			25,974
Total assets	$	2,736,081		$	2,769,963
LIABILITIES AND EQUITY
Current liabilities
Current maturities of debt due to Non-Filing entities	$	3,606		$	3,606
Accounts payable	24,456			32,261
Accounts payable due to Non-Filing entities	1,019,635			941,644
Accrued payroll and related costs	22,002			24,591
Taxes payable	12,734			13,418
Interest payable	284			591
Other current liabilities	15,088			15,993
Total current liabilities	1,097,805			1,032,104
Long-term debt due to Non-Filing entities	2,112			2,112
Deferred income taxes	1,331			2,505
Other liabilities	23,579			24,758
Liabilities subject to compromise	2,344,563			2,344,563
Total liabilities	3,469,390			3,406,042
Equity
Total deficit	(733,309		)	(636,079		)
Total liabilities and equity	$	2,736,081		$	2,769,963

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DEBTORS’ CONDENSED COMBINED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Net cash provided by (used in) operating activities	$	(53,539	)	$	74,940
Capital expenditures	(1,780		)	(15,884		)
Change in accrued capital expenditures	(406		)	(5,072		)
Net cash used in investing activities	(2,186		)	(20,956		)
Net cash used in financing activities	(25		)	—
Net change in cash and cash equivalents	(55,750		)	53,984
Cash and cash equivalents, beginning of period	553,238			466,917
Cash and cash equivalents, end of period	$	497,488		$	520,901

NOTE 11 —INCOME TAXES

We operate through various subsidiaries in numerous countries throughout the world. Consequently, income taxes have been based on the laws and rates in effect in the countries in which operations are conducted and in which we and our subsidiaries or our Predecessor and its subsidiaries were incorporated or otherwise considered to have a taxable presence. The change in the effective tax rate from period to period is primarily attributable to changes in the profitability or loss mix of our operations in various jurisdictions. As our operations continually change among numerous jurisdictions, and methods of taxation in these jurisdictions vary greatly, there is little direct correlation between the income tax provision or benefit and income or loss before taxes.

The income tax provision was $2 million and $1 million for the three months ended March 31, 2017 and 2016, respectively.

At March 31, 2017, the liabilities related to our unrecognized tax benefits, including estimated accrued interest and penalties, totaled $20 million, and if recognized, would reduce our income tax provision by $20 million. At December 31, 2016, the liabilities related to our unrecognized tax benefits totaled $19 million. It is reasonably possible that our existing liabilities related to our unrecognized tax benefits may increase or decrease in the next twelve months primarily due to the progression of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits.

NOTE 12—RESTRUCTURING CHARGES

During 2016 and 2017, the Company initiated a workforce reduction program to align the size and composition of Paragon’s workforce with the Company’s expected future operating and capital plans and the Company’s strategy to focus on fewer markets and utilize a smaller fleet. The workforce reduction program was in response to the lack of significant improvement in the drilling market coupled with the Company’s decision to exit operations in certain markets, such as Brazil and Canada. Our management and board of directors approved a workforce reduction across our offshore crews, onshore bases and corporate office.

As related to the workforce reduction for the period ending March 31, 2017, appropriate communications to impacted personnel had been completed. As a result, we recorded restructuring expense of $3 million consisting of employee severance and other termination benefits which were included in “Contract drilling services”, “Labor contract drilling services” and “General and administrative” operating costs and expenses on our Consolidated Statement of Operations for the three months ended March 31, 2017. We paid approximately $4 million in restructuring and employee separation related costs during 2017. We had $6

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million and $10 million of accrued restructuring expense consisting of employee severance and other termination benefits in “Accrued payroll and related costs” on our Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, respectively. We expect $2 million of restructuring expense related to the workforce reduction program to be recognized in “Contract drilling services”, “Labor contract drilling services” and “General and administrative” operating costs and expenses during the remainder of 2017.

NOTE 13—EMPLOYEE BENEFIT PLANS

Defined Benefit Plans

We sponsor two non-U.S. noncontributory defined benefit pension plans, the Paragon Offshore Enterprise Ltd and the Paragon Offshore Nederland B.V. pension plans, which cover certain Europe-based salaried, non-union employees.

As of January 1, 2017, all active employees under our current defined benefit pension plans were transferred to a defined contribution pension plan as related to their future service. The accrued benefits under the defined benefit plan were frozen and all employees of those plans became deferred members. The transfer to a defined contribution pension plan was accounted for as a curtailment during the year ended December 31, 2016.

For the three months ended March 31, 2017 pension benefit expense related to our frozen defined benefit pension plans, based on actuary estimates, are presented in the table below.

Pension cost includes the following components:

	Three Months Ended
	March 31,
(In thousands)	2017			2016
Service cost	$	18		$	1,174
Interest cost	471			580
Expected return on plan assets	(367		)	(465		)
Amortization of prior service cost	—			(5		)
Amortization of net actuarial loss	10			195
Net pension expense	$	132		$	1,479

During the three months ended March 31, 2017 and 2016, we made no contribution to our frozen defined benefit pension plans.

Defined Contribution and Other Benefit Plans

We sponsor a 401(k) defined contribution plan and a profit sharing plan. Other post-retirement benefit expense related to these other benefit plans included in the accompanying Condensed Consolidated Statements of Operations was $0.7 million and $0.3 million for the three months ended March 31, 2017 and 2016, respectively.

NOTE 14—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We have historically entered into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.

We have not entered into any hedging activity during 2017. Depending on market conditions and availability of counterparties, we may elect to utilize short-term forward currency contracts in the future.

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NOTE 15—FAIR VALUE OF FINANCIAL INSTRUMENTS

Our cash and cash equivalents, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Condensed Consolidated Balance Sheets approximate fair value.

Fair Value of Debt

The estimated fair values of our Senior Notes and Term Loan Facility were based on the quoted market prices for similar issues (Level 2 measurement).

The estimated fair value of our Senior Notes due July 15, 2022, excluding debt issuance costs of $6 million for March 31, 2017 and December 31, 2016, respectively, and our Senior Notes due August 15, 2024, excluding debt issuance costs of $8 million for March 31, 2017 and December 31, 2016, respectively, are as follows:

	Subject to Compromise
	March 31, 2017				December 31, 2016
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
6.75% Senior Notes due July 15, 2022	$	456,572	$	83,324	$	456,572	$	83,324
7.25% Senior Notes due August 15, 2024	527,010		99,146		527,010		93,544
Total senior unsecured notes	$	983,582	$	182,470	$	983,582	$	176,868

The estimated fair value of our Term Loan Facility, bearing interest at 5.75% and 5.50%, excluding unamortized discount and debt issuance costs of $7 million for both March 31, 2017 and December 31, 2016, is as follows:

	Subject to Compromise
	March 31, 2017				December 31, 2016
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Term Loan Facility	$	641,875	$	251,336	$	641,875	$	244,113

The carrying amount of our variable-rate debt, the Revolving Credit Facility, which is subject to compromise as of March 31, 2017 and December 31, 2016, approximates fair value as such debt bears short-term, market-based interest rates. We have classified this instrument as Level 2 as valuation inputs used for purposes of determining our fair value disclosure are readily available published LIBOR rates.

NOTE 16—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the changes in the accumulated balances for each component of “Accumulated other comprehensive loss” (“AOCL”) for the three months ended March 31, 2017 and 2016. All amounts within the tables are shown net of tax.

(In thousands)	Defined Benefit Pension Items (1)			Foreign Currency Items			Total
Balance as of December 31, 2015	$	(20,351	)	$	(21,663	)	$	(42,014	)
Activity during period:
Other comprehensive loss before reclassification	—			2,068			2,068
Amounts reclassified from AOCL	187			—			187
Net other comprehensive income	187			2,068			2,255
Balance as of March 31, 2016	$	(20,164	)	$	(19,595	)	$	(39,759	)
Balance as of December 31, 2016	$	(14,329	)	$	(24,329	)	$	(38,658	)
Activity during period:

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Other comprehensive income before reclassification	—			876			876
Amounts reclassified from AOCL	(98		)	—			(98		)
Net other comprehensive income	(98		)	876			778
Balance as of March 31, 2017	$	(14,427	)	$	(23,453	)	$	(37,880	)

(1) Defined benefit pension items relate to actuarial losses, prior service credits, and the amortization of actuarial losses and prior service credits. Reclassifications from AOCL are recognized as expense on our Condensed Consolidated Statements of Operations through either “Contract drilling services” or “General and administrative.” See Note 13, “Employee Benefit Plans” for additional information.

NOTE 17—COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have outstanding commitments, including shipyard and purchase commitments of approximately $582 million at March 31, 2017. Our purchase commitments consist of obligations outstanding to external vendors primarily related to future capital purchases and $579 million due from certain of our Non-Filing entities to Shanghai Waigaoqiao Ship Co. Ltd. (“SWS”) for the construction of three high specification jackups in China. These units are technically complete, however, we have reached agreements with SWS to defer delivery of these units until October 2017 as there are no opportunities to secure acceptable contracts for the assets in the current business environment. Each newbuild has been built pursuant to a contract between one of these Non-Filing entities and SWS, without our parent company guarantee or other direct recourse to any of our other subsidiaries other than the applicable non-filing entity. For us to take delivery of these assets, we would require an acceptable contract to justify the purchase price and suitable financing. In 2017 and 2016, we did not make any payments on the commitments related to the three high specification jackups.

Litigation

We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, the resolution of which, in the opinion of management, will not have a material adverse effect on our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.

Tax Contingencies

We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. As of March 31, 2017, we have received tax audit claims of approximately $382 million, of which $95 million is subject to indemnity by Noble, primarily in Mexico and Brazil, attributable to our income, customs and other business taxes. In addition, as of March 31, 2017, approximately $34 million of tax audit claims in Mexico assessed against Noble are subject to indemnity by us as a result of the Spin-Off. We have contested, or intend to contest, these assessments, including through litigation if necessary. We may also address certain of these claims as part of the resolution of our Bankruptcy cases and subsequent winding up of certain subsidiaries. Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits, and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions. In some cases, we will be required to post a cash deposit as collateral while we defend these claims. We could be required to post such collateral in the near future, and such amounts could be substantial and could have a material adverse effect on our liquidity, financial condition, results of operations and cash flows. We have no surety bonds or letters of credit associated with tax audit claims outstanding as of March 31, 2017.

In January 2015, a subsidiary of Noble received an unfavorable ruling from the Mexican Supreme Court on a tax depreciation position claimed in periods prior to the Spin-Off. Although the ruling does not constitute mandatory jurisprudence in Mexico, it does create potential indemnification exposure for us under the Tax Sharing Agreement with Noble if Noble is ultimately determined to be liable for any amounts. We are presently unable to determine a timeline on this matter, nor are we able to determine the extent of our liability. We have considered this matter under ASC 460, Guarantees, and concluded that our liability under this matter is reasonably possible. Due to these current uncertainties, we are not able to reasonably estimate the magnitude of any liability at this time.

Petrobras has notified us, along with other industry participants that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during the years 2008 and 2009 totaling $89 million, of which $25 million is subject to indemnity by Noble. Petrobras has also notified us that

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if they must pay such withholding taxes, they will seek reimbursement from us. We believe that we are contractually indemnified by Petrobras for these amounts and dispute the validity of the assessment. We have notified Petrobras of our position. We will, if necessary, vigorously defend our rights. If we were required to pay such reimbursement, however, the amount of such reimbursement could be substantial and could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, a tax law was enacted in Brazil, effective January 1, 2015, that under certain circumstances would impose a 15% to 25% withholding tax on charter hire payments made to a non-Brazilian related party exceeding certain thresholds of total contract value. Although we believe that our operations are not subject to this law, the tax has been withheld at the source by our customer and we have recorded $8 million withholding tax expense since inception of the law. Discussions with our customer over the applicability of this legislation are ongoing.

Litigation with Noble Corporation

On February 12, 2016, we entered into a binding term sheet with Noble with respect to the Noble Settlement Agreement, which we executed on April 29, 2016. The Noble Settlement Agreement would have become effective upon the consummation of the Original Plan, or a plan of reorganization substantially similar thereto, and the satisfaction of certain other conditions precedent as set forth in the Noble Settlement Agreement. Pursuant to the Noble Settlement Agreement, Noble would have provided direct bonding in fulfillment of the requirements necessary to challenge tax assessments in Mexico relating to our business for the tax years 2005 through 2010 (the “Mexican Tax Assessments”). Additionally, pursuant to the Noble Settlement Agreement, Noble would have been responsible for all of the ultimate tax liability for Noble legal entities and 50% of the ultimate tax liability for our legal entities following the defense of the Mexican Tax Assessments. In consideration for this support, we had agreed to release Noble, fully and unconditionally, from any and all claims in relation to the Spin-Off.

On April 21, 2017, we filed our amendment to the New Plan with the Bankruptcy Court. Under the New Plan, we do not intend to seek approval of the Noble Settlement Agreement with the Bankruptcy Court. As a result, on April 21, 2017, Noble terminated the Noble Settlement Agreement.

On May 2, 2017, the Company filed further amendments to the New Plan (the Consensual Plan) and a related disclosure statement with the Bankruptcy Court. Pursuant to the Consensual Plan, the Company’s creditors will pursue litigation against Noble through the establishment of the Litigation Trust, which the Company will fund with the Litigation Loan Amount of up to $10 million. Under the Consensual Plan, the first $10 million of proceeds from the litigation against Noble will be applied to repay the Litigation Loan Amount, and any balance of the first $10 million of proceeds will be shared 50%/50% between the Bondholders and Secured Creditors. Any amounts above the first $10 million of proceeds will be split in a ratio of 75%/25% in favor of the Bondholders.

Other Contingencies

As previously reported, our subsidiary used a commercial agent in Brazil in connection with Petrobras drilling contracts. The agent pleaded guilty in Brazil in connection with the award by Petrobras of a drilling contract to one of our competitors as part of a wider investigation of Petrobras’ business practices. The agent has represented a number of different companies in Brazil over many years, including several offshore drilling contractors. Since mid-2015, we have been conducting an independent review of our relationships with the agent and with Petrobras. Our review to date has found no evidence of wrongdoing by our employees or the commercial agent on our behalf. The SEC and U.S. Department of Justice are aware of our review.

We are currently party to several commercial disputes with a former customer relating to service we performed under our contracts with them. We believe we have a reasonable possibility of loss in these disputes but do not believe our exposure exceeds approximately $15 million.

Insurance

We maintain certain insurance coverage against specified marine perils, which include physical damage and loss of hire for certain units.

We maintain insurance in the geographic areas in which we operate, although pollution, reservoir damage and environmental risks generally are not fully insurable. Our insurance policies and contractual rights to indemnity may not adequately cover our losses or may have exclusions of coverage for some losses. We do not have insurance coverage or rights to indemnity for all risks, including loss of hire insurance on most of the rigs in our fleet or named windstorm perils with respect to our rigs cold-stacked in the U.S. Gulf of Mexico. Uninsured exposures may include expatriate activities prohibited by U.S.

29

laws and regulations, radiation hazards, certain loss or damage to property on board our rigs and losses relating to shore-based terrorist acts or strikes. If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could materially adversely affect our financial position, results of operations or cash flows. Additionally, there can be no assurance that those parties with contractual obligations to indemnify us will necessarily be financially able to indemnify us against all these risks.

Other

As of March 31, 2017, we had letters of credit of $69 million and performance bonds totaling $97 million supported by surety bonds outstanding and backed by $57 million in letters of credit and $9 million held in restricted cash. Certain of our subsidiaries issued guarantees to the temporary import status of rigs or equipment imported into certain countries in which we operated. These guarantees are issued in lieu of payment of custom, value added or similar taxes in those countries.

Separation Agreements

In connection with the Spin-Off, we entered into several definitive agreements with Noble or its subsidiaries that, among other things, set forth the terms and conditions of the Spin-Off and provide a framework for our relationship with Noble after the Spin-Off, including the following agreements:

• Master Separation Agreement;

• Tax Sharing Agreement;

• Employee Matters Agreement;

• Transition Services Agreement relating to services Noble and Paragon will provide to each other on an interim basis; and

• Transition Services Agreement relating to Noble’s Brazil operations.

Pursuant to these agreements with Noble, our Condensed Consolidated Balance Sheets include the following balances due from and to Noble as of March 31, 2017 and December 31, 2016:

	March 31,		December 31,
(In thousands)	2017		2016
Accounts receivable	$	1,007	$	1,149
Other current assets	461		461
Other assets	7,274		7,157
Due from Noble	$	8,742	$	8,767
Accounts payable	$	13	$	211
Other current liabilities	2,403		2,594
Other liabilities	2,527		3,268
Due to Noble	$	4,943	$	6,073

These receivables and payables primarily relate to rights and obligations under the Tax Sharing Agreement and the Transition Services Agreement (Brazil).

Master Separation Agreement

We entered into the Master Separation Agreement with Noble Corporation, a Cayman Islands company and an indirect, wholly-owned subsidiary of Noble (“Noble-Cayman”), which provided for, among other things, the Distribution of our ordinary shares to Noble shareholders and the transfer to us of the assets and the assumption by us of the liabilities relating to our business and the responsibility of Noble for liabilities related to Noble’s, and in certain limited cases, our business. The Master Separation Agreement identified which assets and liabilities constitute our business and which assets and liabilities constitute Noble’s business.

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Tax Sharing Agreement

We entered into the Tax Sharing Agreement with Noble, which governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes following the Distribution.

Employee Matters Agreement

We entered into an Employee Matters Agreement with Noble-Cayman to allocate liabilities and responsibilities relating to our employees and their participation in certain compensation and benefit plans maintained by Noble or a subsidiary of Noble. The Employee Matters Agreement provides that, following the Distribution, most of our employee benefits are provided under compensation and benefit plans adopted or assumed by us. In general, our plans are substantially similar to the plans of Noble or its subsidiaries that covered our employees prior to the completion of the Distribution.

Transition Services Agreement

We entered into a Transition Services Agreement with Noble-Cayman pursuant to which Noble-Cayman provides, on a transitional basis, certain administrative and other assistance, generally consistent with the services that Noble provided to us before the Separation, and we provide certain transition services to Noble and its subsidiaries. The charges for the transition services are generally intended to allow the party providing the services to fully recover the costs directly associated with providing the services, plus all out-of-pocket costs and expenses, generally without profit. The charges for each of the transition services generally are based on either a pre-determined flat fee or an allocation of the costs incurred, including certain fees and expenses of third-party service providers. We concluded providing services to Noble, and Noble concluded providing services to us, in the third quarter of 2016.

Transition Services Agreement (Brazil)

We and Noble-Cayman and certain other subsidiaries of Noble entered into a Transition Services Agreement (and a related rig charter) pursuant to which we provide certain transition services to Noble and its subsidiaries in connection with Noble’s Brazil operations. The provision of these rig-based and shore-based support services concluded in the second quarter of 2016 in conjunction with the termination of Noble’s business in Brazil.

NOTE 18—SUPPLEMENTAL CASH FLOW INFORMATION

The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:

	Three Months Ended
	March 31,
(In thousands)	2017			2016
Accounts receivable	$	18,643		$	23,471
Other current assets	(4,237		)	4,218
Other assets	862			5,285
Accounts payable and accrued payroll	(17,787		)	(3,966		)
Other current liabilities	(1,981		)	2,960
Other liabilities	(1,232		)	1,081
Prepaid and accrued reorganization items	8,449			9,122
Net change in other assets and liabilities	$	2,717		$	42,171
Supplemental information for non-cash activities:
Accrued capital expenditures	$	1,447		$	4,883
Reclassification of Liabilities subject to compromise	—			1,709,347
Netting of VAT receivables and payables	12,307			—

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We made income tax payments, of approximately $2 million and $5 million during the three months ended March 31, 2017 and 2016, respectively.

NOTE 19—SEGMENT AND RELATED INFORMATION

As of March 31, 2017, our contract drilling operations were reported as a single reportable segment, Contract Drilling Services, which reflects how our business is managed, and the fact that all of our drilling fleet is dependent upon the worldwide oil industry. The mobile offshore drilling units that comprise our offshore rig fleet operate in a single, global market for contract drilling services and are often redeployed globally due to changing demands of our customers, which consisted largely of major non-U.S. and government owned/controlled oil and gas companies throughout the world. Our contract drilling services segment is able to conduct contract drilling operations in the North Sea, the Middle East, India, Brazil, Mexico, West Africa and Southeast Asia. Under the Consensual Plan, if approved, we will focus on the markets of the North Sea, the Middle East and India.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016. Unless the context requires otherwise, or we specifically indicate otherwise, when used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Paragon,” the “Company,” “we,” “us” or “our” refer to Paragon Offshore plc together with its subsidiaries.

Overview

Our financial and operating results for the three months ended March 31, 2017 include:

• First quarter 2017 revenues of $57 million; net loss of $70 million or $0.79 per share

• Adjusted EBITDA of negative $2 million net of reorganization items

• Cash balance as of March 31, 2017 of $833 million excluding restricted cash

• Contract backlog as of March 31, 2017 of $183 million

The Company

We are a global provider of offshore drilling rigs. Our fleet includes 34 jackups (including two high specification heavy duty/harsh environment jackups), four drillships and one semisubmersible. Our primary business is contracting our rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for our exploration and production customers on a dayrate basis around the world.

We currently operate in significant hydrocarbon-producing geographies throughout the world, including the North Sea, the Middle East and India. As of March 31, 2017, our contract backlog was $183 million and included contracts with national, international and independent oil and gas companies.

We are a public limited company registered under the Companies Act 2006 of England. In July 2014, Noble Corporation plc (“Noble”) transferred to us the assets and liabilities (the “Separation”) constituting most of Noble’s standard specification drilling units and related assets, liabilities and business. On August 1, 2014, Noble made a pro rata distribution to its shareholders of all of our issued and outstanding ordinary shares (the “Distribution” and, collectively with the Separation, the “Spin-Off”).

Market Outlook

Brent crude oil prices are a key factor in determining our customers’ current activity levels, as well as a critical input customers use to set future budgets and define drilling programs. In the first quarter of 2017, Brent prices fell 7% from the December 30, 2016 closing price of $56.82 per barrel to close at $52.83 per barrel on March 31, 2017. Year-to-date, as of May 1, 2017, Brent crude oil prices have declined by approximately 9% to $51.52 per barrel. While OPEC has maintained its voluntary production limits, U.S. onshore drilling activity recovered as the Baker Hughes Oil Rig Count Index rose from 525 rigs drilling at year-end 2016 to 652 rigs as of March 31, 2017, indicating a significant increase in shale drilling that is raising concerns about oversupply.

Fixture activity in the first quarter of 2017 increased for jackups and decreased slightly for floaters as compared to the fourth quarter of 2016. According to industry data, there were 61 new jackup contract announcements or fixtures during the first quarter of 2017 compared to 56 new fixtures during the fourth quarter of 2016. Both totals exclude instances where companies mutually agreed to renegotiate dayrates which numbered zero and five in the first quarter of 2017 and fourth quarter of 2016, respectively. Nineteen of the fixtures in the fourth quarter of 2016 were between a Chinese drilling contractor and a Chinese oil company and generally not considered to be competitive opportunities for international drilling contractors. There were no such fixtures in the first quarter of 2017. Activity for jackups was higher than in first quarter of 2016, when 40 new fixtures were reported.

In the floater segment, there was a slight decrease in activity quarter-on-quarter with 29 new fixtures and no renegotiations during the first quarter of 2017 compared to 31 new fixtures and 2 renegotiations during the fourth quarter of 2016. New contracting activity for floaters was also lower year-on-year when compared with first quarter 2016, which saw 29 new fixtures and 5 renegotiations.

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Average jackup dayrates for new fixtures in the first quarter of 2017 were approximately $121,000. This is greater than the average new jackup fixture dayrate of $74,000 for the fourth quarter of 2016 driven by eleven contracts in the $130,000 - $172,000 per day range in Saudi Arabia, Mexico, and Australia. Forty-three of the reported jackup fixtures have no reported dayrate. The remaining seven fixtures with reported dayrates averaged approximately $67,000, showing a continued decline quarter over quarter. Compared to $96,000 per day for the average new dayrate fixture in the first quarter of 2016, dayrates in first quarter of 2017 were 25% higher. The dayrate data is based on information provided by third party sources and excludes fixtures for which no dayrate has been publicly reported.

During the first quarter of 2017, dayrates for new floater fixtures were 21% lower quarter-over-quarter, averaging approximately $189,000 per day compared to $241,000 per day in the fourth quarter of 2016. New floater fixture dayrates in the first quarter 2017 were 18% lower than the average in first quarter 2016 of $230,000 per day. The dayrate data is based on information provided by third party sources and excludes fixtures for which no dayrate has been publicly reported.

As of April 26, 2017, there were 101 jackup drilling rigs under construction according to third party data sources. These rigs are currently scheduled for delivery between 2017 through as late as 2020. Certain drilling contractors with jackups under construction, including Paragon, have reported that they have reached agreements with the shipyards where their rigs are under construction to delay the delivery of their rigs as a result of the challenging market environment. This combination of new supply and lower activity levels has negatively impacted the contracting environment, and has intensified price competition. If this persists, we could be required to increase our capital investment to keep our jackup rigs competitive or to stack or scrap rigs that are no longer marketable in the current environment.

In addition, there are reported to be 47 floating rigs under construction or on order according to third party data sources with deliveries between 2017 and 2020. Break even oil prices for projects requiring the use of floating assets are significantly higher than for projects requiring jackup rigs. Also, a greater portion of the industry’s exploration work is done in deepwater as compared to shallow water and exploration budgets are often reduced or eliminated in periods of low commodity prices. We believe these factors will continue to put pressure on the dayrates and utilization for floating assets for the next several years. We also believe that older floating assets will be at a disadvantage in securing new work because new floating rigs offer greater technical capabilities and efficiencies, which is generally not the case in the jackup segment.

Commodity prices rose throughout much of the year during 2016 aided by the agreement announced in the fourth quarter of 2016 by OPEC to limit oil production beginning January 2017. However, the increase in prices has driven activity onshore higher in the U.S. and as previously discussed, prices during the first quarter of 2017 declined. As the fixture activity has illustrated, there has not been a significant increase in utilization for offshore contract drilling companies. Thus, we remain cautious in our near-term outlook. We continue to believe that as the industry recovers and drilling activity increases our customers will begin to pursue shallow water opportunities utilizing jackup rigs followed by an eventual recovery for deep and ultradeepwater projects utilizing floating rigs. However, we cannot predict when this increase in activity across the various segments may occur. While Paragon is positioning itself to benefit from an eventual industry recovery, we are not expecting one in the immediate future and we may experience low dayrates relative to historical highs and low utilization levels for some time.

Chapter 11 Filing

On February 14, 2016, the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On April 19, 2016, the Bankruptcy Court approved the Company’s disclosure statement and certain amendments to the Original Plan. On August 15, 2016, the Debtors filed certain amendments to the Original Plan and a supplemental disclosure statement with the Bankruptcy Court. By oral ruling on October 28, 2016, and by written order dated November 15, 2016, the Bankruptcy Court denied confirmation of the Debtors’ amended Original Plan. Consequently, on November 29, 2016, the Noteholder Group terminated the PSA effective as of December 2, 2016.

On February 7, 2017, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the elimination of approximately $2.4 billion of previously existing debt in exchange for a combination of cash, debt and new equity. Existing shareholders of the Company will not receive a recovery under the New Plan.

On April 21, 2017, following further discussions with the Secured Lenders, the Company filed an amendment to the New Plan and a related disclosure statement with the Bankruptcy Court. This amendment makes certain modifications to the New Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement (as defined below); (ii) provide for a combined class of general unsecured creditors, including the Company’s 6.75% senior unsecured notes maturing July 2022

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and 7.25% senior unsecured notes maturing August 2024; and (iii) provide for the post-emergence wind-down of certain of the Debtors’ dormant subsidiaries and discontinued businesses.

On May 2, 2017, as a result of a successful court-ordered mediation process with representatives of the Secured Lenders and the Bondholders, the Company filed further amendments to the New Plan (the Consensual Plan) and a related disclosure statement with the Bankruptcy Court. The Consensual Plan resolves the objections previously raised by the Bondholders to the New Plan. The Consensual Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court.

Since filing the Bankruptcy cases, the Debtors have operated their business as “debtors-in-possession”. Under the Bankruptcy cases, the Debtor’s trade creditors and vendors are being paid in full in the ordinary course of business.

For additional discussion of the Bankruptcy cases and its effects, See Part 1, Note 1 -“Organization, Current Events and Basis of Presentation” contained in this Quarterly Report on Form 10-Qand Part I, Item 1A, “Risk Factors - Risk Factors Related to Our Restructuring” in our Annual Report on Form 10-K for the year ended December 31, 2016.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is contingent upon obtaining the requisite vote of creditors and the Bankruptcy Court’s approval of our plan of reorganization as described below. This represents a material uncertainty related to events and conditions that raises substantial doubt on our ability to continue as a going concern and, therefore, we may be unable to utilize our assets and discharge our liabilities in the normal course of business.

During the period that we are operating as debtors-in-possession under chapter 11 of the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions in our debt agreements), for amounts other than those reflected in the accompanying consolidated financial statements. Further, any reorganization plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern. As required by FASB ASC 852, Reorganizations (“ASC 852”), we intend to adopt fresh start accounting upon emergence from chapter 11 of the Bankruptcy Code.

Contract Drilling Services Backlog

We maintain a backlog (as defined below) of commitments for contract drilling services. The following table includes, as of March 31, 2017, the amount of our contract drilling services backlog and the percent of available operating days committed for the periods indicated:

	For the Years Ending December 31,
(Dollars in millions)	Total		2017			2018
Drilling service backlog	$	183	$	156		$	27
Percent of available days committed (1)			22		%	6		%

(1) Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period, or committed days, by the product of the total number of our rigs, including cold-stacked rigs, and the number of calendar days in such period. Committed days do not include the days that a rig is stacked or the days that a rig is expected to be out of service for significant overhaul repairs or maintenance.

Our contract drilling services backlog typically reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to realize. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. As of March 31, 2017, our contract drilling services backlog did not include any letters of intent.

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Petrobras has contested the term of each of our drilling contracts for the Paragon DPDS2 and the Paragon DPDS3 in connection with the length of prior shipyard projects relating to these rigs and released the Paragon DPDS2 effective September 29, 2015. Under our interpretation of the contract, the Paragon DPDS3 was scheduled to work until August 2017. However, in accordance with Petrobras’ interpretation of the contract, the Paragon DPDS3 was released in August 2016. Both rigs are currently stacked in a shipyard in Puerto Rico and Paragon is winding down its operational presence in Brazil. Backlog related to this dispute is not included in our reported backlog as of March 31, 2017. Paragon will vigorously pursue all legal remedies available to us under these contracts.

Subsequent to March 31, 2017, Paragon signed drilling contracts for the Paragon B152, Dhabi II, and the Paragon MSS1. Backlog related to these drilling contracts of approximately $87 million is not included in our reported backlog as of March 31, 2017.

We calculate backlog for any given rig and period by multiplying the full contractual operating dayrate for such rig by the number of days remaining in the period. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers or amounts attributable to uncommitted option periods under drilling contracts.

The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods set forth in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, achievement of bonuses, weather conditions and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified by mutual consent or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual revenues for the periods for which the backlog is calculated.

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RESULTS OF OPERATIONS

For the Three Months Ended March 31, 2017 and 2016

Net loss for the three months ended March 31, 2017 was $70 million, or a loss of $0.79 per diluted share, on operating revenues of $57 million, compared to a net loss for three months ended March 31, 2016 of $5 million, or a loss of $0.06 per diluted share, on operating revenues of $265 million.

Average Rig Utilization, Operating Days and Average Dayrates

Operating results for our contract drilling services segment are dependent on two primary metrics: rig utilization and dayrates. The following table includes the average rig utilization, operating days and average dayrates for our rig fleet for the three months ended March 31, 2017 (the “Current Quarter”) and for the three months ended March 31, 2016 (the “Comparable Quarter”):

	Average Rig Utilization (1)				Operating Days (2)				Average Dayrates
	Three Months Ended				Three Months Ended				Three Months Ended
	March 31,				March 31,		Change		March 31,				Change
	2017		2016		2017	2016	%		2017		2016		%
Jackups	21	%	48	%	632	1,491	(58	)%	$	87,375	$	113,885	(23	)%
Floaters	—	%	45	%	—	246	(100	)%	—		264,779		(100	)%
Total	18	%	48	%	632	1,737	(64	)%	$	87,375	$	135,296	(35	)%

(1) We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold-stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.

(2) Information reflects the number of days that our rigs were operating under contract.

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Operating Results

The following table sets forth our operating results for the three months ended March 31, 2017 and 2016:

	Three Months Ended
	March 31,					Change
(Dollars in thousands)	2017			2016		$			%
Operating revenues
Contract drilling services	$	55,247		$	235,044	$	(179,797	)	(76	)%
Labor contract drilling services	—			6,748		(6,748		)	(100	)%
Reimbursables and other	2,196			23,328		(21,132		)	(91	)%
	57,443			265,120		(207,677		)	(78	)%
Operating costs and expenses
Contract drilling services	$	49,592		$	112,706	$	(63,114	)	(56	)%
Labor contract drilling services	14			5,059		(5,045		)	(100	)%
Reimbursables	1,576			19,784		(18,208		)	(92	)%
Depreciation and amortization	30,575			71,906		(41,331		)	(57	)%
General and administrative	8,723			12,174		(3,451		)	(28	)%
Loss on impairments	391			—		391			**
	90,871			221,629		(130,758		)	(59	)%
Operating loss	$	(33,428	)	$	43,491	$	(76,919	)	(177	)%

** Not a meaningful percentage

Contract Drilling Services Operating Revenues—Changes in contract drilling services revenues for the Current Quarter as compared to the Comparable Quarter resulted from a 64% decrease in operating days which negatively impacted revenues by $163 million. This was coupled with a 35% decrease in average dayrates, which resulted in a $17 million decrease in revenues from the Comparable Quarter.

The decrease in contract drilling services revenues was attributable to both our floaters and jackups, which experienced decreases of $65 million and $115 million, respectively, in the Current Quarter as compared to the Comparable Quarter.

The decrease in floater revenues of $65 million in the Current Quarter was driven by an 100% decrease in operating days, from the Comparable Quarter.

The decrease in operating days for our floaters was primarily attributable to Paragon MDS1, Paragon MSS2 and Paragon DPDS2, which were uncontracted for all of the Current Quarter but experienced full or partial utilization in India and Brazil, in the Comparable Quarter.

The $115 million decrease in jackup revenues in the Current Quarter was driven by a 58% decrease in operating days which resulted in a $98 million decrease in revenues from the Comparable Quarter. This was coupled with a 23% decrease in average dayrates, which resulted in a $17 million decrease in revenues from the Comparable Quarter.

The decrease in jackup operating days was primarily related to Paragon M825 in West Africa, Paragon C20051, Paragon C461 and Paragon C463 in the North Sea and Paragon L784 and Paragon M1162 in the Middle East, whichwere uncontracted for all of the Current Quarter but experienced full utilization during the Comparable Quarter. The remaining decrease in operating days is due to Paragon M826 in West Africa, Paragon C20052, Paragon HZ1, and Paragon B391 in the North Seaand Paragon M824 in Mexicowhich were uncontracted for a portion of the Current Quarter but were contracted for all or a greater portion of the Comparable Quarter.

The decrease in jackup average dayrates during the Current Quarter was due to an overall decrease in dayrates across our fleet.

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Contract Drilling Services Operating Costs and Expenses — Contract drilling services operating costs and expenses decreased $63 million in the Current Quarter as compared to the Comparable Quarter due to reduced operating days across our fleet as well as cost reduction initiatives implemented across our operations.

Reimbursables Operating Revenues and Costs and Expenses — We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Margin on our reimbursables increased in the Current Quarter primarily related to a greater portion of our reimbursables attributable to catering services. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.

Depreciation and Amortization — The $41 million decrease in depreciation and amortization in the Current Quarter was primarily attributable to lower depreciation on assets subject to the impairment charges taken in the fourth quarter of 2016.

General and Administrative — General and administrative expenses decreased $3 million in the Current Quarter as compared to the Comparable Quarter primarily due to cost reduction initiatives implemented across the Company as a result of reduced operations.

Other Expenses

Income tax provision — Our income tax provision increased $2 million in the Current Quarter compared to the Comparable Quarter, primarily related to the underlying changes in the profitability/loss associated with our operations in various jurisdictions and certain discrete tax items.

Reorganization items, net — The Company uses “Reorganization items, net” to reflect the net revenues, expenses, gains and losses that are the direct result of the reorganization of the business. Reorganization items of $18 million and $22 million for the three months ended March 31, 2017 and 2016, respectively, primarily relate to professional fees for legal and financial advisors incurred in connection with preparation and handling of the Bankruptcy cases. (See Note 9, “Reorganization Items” for additional detail).

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Non-GAAP Performance Measure: Adjusted EBITDA

Item 10(e) of Regulation S-K, Regulation G, General Rules Regarding Disclosure of Non-GAAP Financial Measures and other SEC rules, regulations and interpretations define and prescribe the conditions for use of certain Non-Generally Accepted Accounting Principles (“Non-GAAP”) financial measures. We use the Non-GAAP measure Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) before taxes plus interest expense, depreciation and amortization, losses on impairments, foreign currency losses and reorganization items, less gains on the sale of assets, interest income and foreign currency gains. Adjusted EBITDA, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by or used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with U.S. GAAP. However, we believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because this measure: (1) is used by investors in our industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; (2) helps investors and creditors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of certain non-recurring transactions, our capital structure and asset base from its operating structure; and (3) is used by our management as a basis for strategic planning and forecasting. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, and the lack of comparability of results of operations of different companies.

The reconciliation from net loss to Adjusted EBITDA is as follows:

	Three Months Ended
	March 31,
(in thousands)	2017			2016
Net loss	$	(70,416	)	$	(5,210	)
Adjustments:
Depreciation and amortization	30,575			71,906
Loss on impairments	391			—
Interest expense, net	17,916			27,017
Other, net	(1,751		)	(762		)
Reorganization items, net	18,474			21,842
Income tax provision	2,349			604
Adjusted EBITDA	$	(2,462	)	$	115,397

LIQUIDITY AND CAPITAL RESOURCES

Financial Resources and Liquidity Overview

Our primary sources of liquidity are cash generated from operations, any future financing arrangements, and equity issuances, subject to the restrictions in our Debt Facilities. Our principal uses of liquidity will be to fund our operating expenditures and capital expenditures, including major projects, upgrades and replacements to drilling equipment and to service our outstanding indebtedness.

As of March 31, 2017, we had available liquidity in cash and cash equivalents of $833 million.

The table below includes a summary of our cash flow information for the three months ended March 31, 2017 and 2016:

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	Three Months Ended
	March 31,
(In thousands)	2017			2016
Cash flows provided by (used in):
Operating activities	$	(35,978	)	$	106,323
Investing activities	(4,417		)	(27,448		)
Financing activities	(10,823		)	(17,045		)

Changes in cash flows from operating activities for the three months ended March 31, 2017 are driven by the overall decrease in our business activity (see discussion of changes in net loss in “Results of Operations” above). Changes in cash flows used in investing activities are dependent upon our level of capital expenditures, which varies based on the timing of projects. Cash used for capital expenditures totaled $3 million during the three months ended March 31, 2017, as compared to $23 million during the same period of 2016. During the three months ended March 31, 2017, our net cash from investing activities was impacted by an increase in restricted cash related to reserve requirements on the Sale-Leaseback Transaction. Cash used in financing activities for the three months ended March 31, 2017 are due to repayments on our Sale-Leaseback Transaction.

Our currently anticipated cash flow needs, both in the short-term and long-term, may include the following:

•normal recurring operating expenses;

•committed capital expenditures;

•discretionary capital expenditures, including various capital upgrades;

•capital expenditures for the reactivation of stacked rigs upon securing an acceptable drilling contract; and

•service of outstanding indebtedness, including mandatory pre-payments.

We currently expect to fund these cash flow needs with cash generated by our operations, available cash balances, or asset sales as allowed under our credit agreements.

Revolving Credit Facility, Term Loan Facility and Senior Notes

See Part 1, Note 7 -“Debt” for descriptions of our debt instruments.

As of December 2015, we drew down substantially all of the available borrowing capacity under our Revolving Credit Facility to preserve liquidity. On January 15, 2016 we elected to defer an interest payment of approximately $15 million due on our 6.75% senior unsecured notes maturing July 2022, and to operate under the 30-day grace period provided for in the notes indenture. We utilized the 30-day grace period to continue negotiations with our stakeholders and prepare for an in-court restructuring. Accordingly, under the direction of an independent committee of our Board of Directors, on February 12, 2016, the Debtors entered into the Original Plan.

On February 14, 2016, the Debtors filed the Bankruptcy cases. The commencement of the Bankruptcy cases constituted an event of default that accelerated our obligations under the Term Loan Agreement, Revolving Credit Agreement, and Senior Notes. Any efforts to enforce payments related to these obligations are automatically stayed as a result of the filing of the petitions and are subject to the applicable provisions of the Bankruptcy Code.

Upon filing the Bankruptcy cases, we began trading on the OTC Pink.

On April 19, 2016, the Bankruptcy Court approved the Company’s disclosure statement and certain amendments to the Original Plan.

Effective August 5, 2016, the Company entered into the PSA Amendment with the Revolver Lenders and lenders holding approximately 69% in principal amount of our Senior Notes. The PSA Amendment supported certain revisions to the Original Plan. On August 15, 2016, the Debtors filed the amended Original Plan and a supplemental disclosure statement with the Bankruptcy Court.

By oral ruling on October 28, 2016, and by written order dated November 15, 2016, the Bankruptcy Court denied confirmation of the Debtors’ amended Original Plan. Consequently, on November 29, 2016, the Noteholder Group terminated the PSA effective as of December 2, 2016.

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On January 18, 2017, the Company announced that it reached agreement in principle with a steering committee of lenders under our Revolving Credit Agreement and an ad hoc committee of lenders under our Term Loan Agreement to support a new chapter 11 plan of reorganization for the Debtors (the “New Plan”). On February 7, 2017, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the (i) elimination of approximately $2.4 billion of the Company’s existing debt in exchange for a combination of cash, debt and new equity to be issued under the New Plan; (ii) allocation to the Secured Lenders of new senior first lien debt in the original aggregate principal amount of $85 million maturing in 2022; (iii) projected distribution to the Secured Lenders of approximately $418 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company’s emergence from the Bankruptcy cases, and an estimated 58% of the new equity of the reorganized company; (iv) projected distribution to the Bondholders of approximately $47 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company’s emergence from the Bankruptcy cases, and an estimated 42% of the new equity of the reorganized company; and (v) commencement of an administration of the Company in the United Kingdom to, among other things, implement a sale of all or substantially all of the assets of the Company to a new holding company to be formed, which administration may be effected on or prior to effectiveness of the New Plan.

On April 21, 2017, following further discussions with the Secured Lenders, the Company filed an amendment to the New Plan and a related disclosure statement with the Bankruptcy Court. This amendment makes certain modifications to the New Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement (as defined below); (ii) provide for a combined class of general unsecured creditors, including the Company’s 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024; and (iii) provide for the post-emergence wind-down of certain of the Debtors’ dormant subsidiaries and discontinued businesses.

On May 2, 2017, as a result of a successful court-ordered mediation process with representatives of the Secured Lenders and the Bondholders, the Company filed additional amendments to the New Plan (as amended, the “Consensual Plan”) and a related disclosure statement with the Bankruptcy Court. The Consensual Plan resolves the objections previously raised by the Bondholders to the New Plan.

Under the Consensual Plan, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. Certain other elements of the New Plan remain unchanged in the Consensual Plan, including that: (i) the Secured Lenders shall be allocated new senior secured first lien debt in the original aggregate principal amount of $85 million maturing in 2022, (ii) the Company shall commence an administration proceeding in the United Kingdom, and (iii) the Company’s current shareholders are not expected to have any recovery under the Consensual Plan. Both the U.S. Trustee and the Bankruptcy Court have declined to appoint an equity committee in the Bankruptcy cases. The Consensual Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court.

For additional discussion of the risks associated with our indebtedness and current issues, see Part I, Item 1A, “Risk Factors - Risk Factors Related to Our Restructuring” in our Annual Report on Form 10-K for the year ended December 31, 2016.

Meeting Our Liquidity Needs

We have maintained our liquidity position by giving priority to generating cash flows, including cost and capital expenditure reductions, while maintaining our long-term commitment to providing high quality services.  During the pendency of the Bankruptcy cases and upon emergence from bankruptcy, we expect that our primary sources of liquidity will continue to be cash on hand and cash flows from operations. In addition to the cash requirements to fund ongoing operations, we have incurred and continue to incur significant professional fees and other costs in connection with preparation and handling of the Bankruptcy cases. For the three months ended March 31, 2017 and 2016, we paid $10 million and $13 million, respectively, in professional fees. We anticipate that we will continue to incur significant professional fees and costs for the pendency of the Bankruptcy cases.

For additional discussion, see Part I, Item 1A, “Risk Factors - Risk Factors Related to Our Restructuring” in our Annual Report on Form 10-K for the year ended December 31, 2016.

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Capital Expenditures

Cash used for capital expenditures, including capitalized interest, totaled $3 million during the three months ended March 31, 2017 and $23 million during the three months ended March 31, 2016.

In the future, we expect to continue making investments in capital expenditures. Subject to our liquidity limitations, we plan investments in 2017 to be primarily for expenditures to extend the useful lives of our rigs.

Factors that could cause actual capital expenditures to materially exceed plan include delays and cost overruns in shipyards (including costs attributable to labor shortages), shortages of equipment, latent damage or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions, changes in governmental regulations and requirements and changes in design criteria or specifications during repair or construction.

We currently have purchase commitments due from certain of our Non-Filing entities to SWS for the construction of three high specification jackups in China. These units are technically complete, however, we have reached agreements with SWS to defer delivery of these units until October 2017 as there are no opportunities to secure acceptable contracts for the assets in the current business environment. Each newbuild has been built pursuant to a contract between one of these Non-Filing entities and SWS, without our parent company guarantee or other direct recourse to any of our other subsidiaries other than the applicable non-filing entity. For us to take delivery of these assets, we would require an acceptable contract to justify the purchase price and suitable financing. We cannot guarantee that we will accept delivery of any of these jackups. In 2017 and 2016, we did not make any payments on the commitments related to the three high specification jackups and in the current business environment, we believe we are unlikely to acquire these drilling rigs. Restrictions under the Consensual Plan may also further constrain our ability to acquire drilling rigs.

Dividends

In February 2015, we announced that we were suspending the declaration and payment of dividends for the foreseeable future in order to preserve liquidity.

The declaration and payment of dividends requires authorization of our Board of Directors, provided that such dividends on issued share capital may be paid only out of our “distributable reserves” on our statutory balance sheet. Paragon Offshore plc is not permitted to pay dividends out of share capital, which includes share premiums. We had no distributable reserves as of March 31, 2017 and December 31, 2016. Any determination to declare a dividend, as well as the amount of any dividend that may be declared, will be based on our board’s consideration of our financial position, earnings, outlook, capital spending plans, outlook on current and future market conditions and business needs and other factors that our board of directors considers relevant factors at that time. As proposed by the Consensual Plan, we will not be paying any dividends following our emergence from bankruptcy, until and if authorized by the Board of Directors of reorganized Paragon.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements as that term is defined in Item 303(a)(4)(ii) of Regulation S-K.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

For additional information about our commitments and contractual obligations as of December 31, 2016, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Commitments and Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2016.

We have outstanding commitments, including shipyard and purchase commitments of approximately $582 million at March 31, 2017. Our purchase commitments consist of obligations outstanding to external vendors primarily related to future capital purchases and $579 million due from certain of our Non-Filing entities to SWS for the construction of three high specification jackups in China. These units are technically complete, however, we have reached agreements with SWS to defer delivery of these units until October 2017 as there are no opportunities to secure acceptable contracts for the assets in the current business environment. Each newbuild has been built pursuant to a contract between one of these Non-Filing entities and SWS, without our parent company guarantee or other direct recourse to any of our other subsidiaries other than the applicable non-filing entity. For us to take delivery of these assets, we would require an acceptable contract to justify the purchase price and suitable financing. In 2017 and 2016, we did not make any payments on the commitments related to the three high specification jackups.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our unaudited condensed consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. Actual results could differ from those estimates. The significant accounting policies and estimates below update and supplement those described in our Annual Report on Form 10-K for the year ended December 31, 2016.

Reorganization Accounting

In connection with filing chapter 11 of the Bankruptcy Code on February 14, 2016, the Company is subject to the requirements of ASC 852. ASC852 is applicable to companies under bankruptcy protection and requires amendments to the presentation of key financial statement line items. ASC 852 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Bankruptcy cases distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization of the business must be reported separately as reorganization items in the consolidated statements of operations for the three months ended March 31, 2017. The balance sheet must distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities subject to compromise are pre-petition obligations that are not fully secured and that have at least a possibility of not being repaid at the full claim amount by the plan of reorganization. Liabilities subject to compromise must be reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts as a result of the plan of reorganization. See Note 9 - “Reorganization Items” for cash paid for reorganization items in the consolidated statements of cash flows.

As required by ASC 852 we intend to adopt fresh start accounting upon emergence from chapter 11 of the Bankruptcy Code.

Revenue Recognition

Our typical dayrate drilling contracts require our performance of a variety of services for a specified period of time. We determine progress towards completion of the contract by measuring efforts expended and the cost of services required to perform under a drilling contract, as the basis for our revenue recognition. Revenues generated from our dayrate basis drilling contracts and labor contracts are recognized on a per day basis as services are performed and begin upon the contract commencement, as defined under the specified drilling or labor contract. Dayrate revenues are typically earned, and contract drilling expenses are typically incurred ratably over the term of our drilling contracts. We review and monitor our performance under our drilling contracts to confirm the basis for our revenue recognition. Revenues from bonuses are recognized when earned.

It is typical in our dayrate drilling contracts to receive compensation and incur costs for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities.

Deferred revenues from drilling contracts totaled $7 million and $9 million as of March 31, 2017 and December 31, 2016, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in our Condensed Consolidated Balance Sheets, based upon the expected time of recognition of such deferred revenues. Deferred costs associated with deferred revenues from drilling contracts totaled $2 million at March 31, 2017 as compared to $3 million as of December 31, 2016. Such amounts are included in either “Prepaid and other current assets” or “Other assets” in our Condensed Consolidated Balance Sheets, based upon the expected time of recognition of such deferred costs.

We record reimbursements from customers for “out-of-pocket” expenses as revenues and the related direct cost as operating expenses.

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Restricted Cash

Restricted cash consists of both cash held to satisfy the requirements of our Sale-Leaseback Transaction (as described in Note 7 - “Debt”), which was executed in 2015 and cash collateral for an outstanding performance bond.

Under the terms of the Lease Agreements (as defined in Note 7 - “Debt”) we are required to maintain three cash reserve accounts: a capital expenditure reserve account, an operating reserve account and a rental reserve account.

The capital expenditure reserve is available specifically for special survey costs (3-5 year surveys) provided that we replenish any amount withdrawn within twelve months from the date of the withdrawal.  This cash is available to us, for a designated purpose, in the short-term, and therefore the restricted cash balance is included in short-term “Restricted cash” on our Condensed Consolidated Balance Sheet. The short-term restricted cash balance also includes funds accumulated in an operating reserve account used for payment of monthly operating expenses under the terms of the Lease Agreements. Our short-term restricted cash was $11 million and $9 million as of March 31, 2017 and December 31, 2016, respectively.

The rental reserve account is the minimum amount established under the Lease Agreements which we are required to maintain on reserve at all times during the lease period. The balance in the account increases with periodic deposits of operating revenue in excess of allowed operating expenses. Any amount of cash in the account in excess of the minimum balance required on reserve is to be used repay our long-term debt obligation related to the Sale-Leaseback Transaction. In addition to the Sale-Leaseback Transaction rental reserve account, the long-term restricted cash balance as of March 31, 2017 and December 31, 2016 also includes $9 million cash collateral for an outstanding performance bond. Our long-term restricted cash was $36 million and $38 million as of March 31, 2017 and December 31, 2016, respectively.

Allowance for Doubtful Accounts

We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. The Company monitors the accounts receivable from its customers for any collectability issues. An allowance for doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors.

Our allowance for doubtful accounts was $26 million and $25 million as of March 31, 2017 and December 31, 2016, respectively. We had $0.2 million bad debt expense and no recoveries for the three months ended March 31, 2017. We had no bad debt expense or recoveries for the three months ended March 31, 2016. Bad debt expense and recoveries are reported as a component of “Contract drilling services operating costs and expenses” in our Condensed Consolidated Statements of Operations.

Long-lived Assets and Impairments

Property and equipment is stated at cost. Major replacements and improvements are capitalized. When assets are sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and the gain or loss is recognized. Property and equipment are depreciated using the straight-line method over their estimated useful lives as of the date placed in service or date of major refurbishment.

Scheduled maintenance of equipment is performed based on the number of hours operated in accordance with our preventative maintenance program. Routine repair and maintenance costs are charged to expense as incurred.

The estimated useful lives of our property and equipment are as follows:

	Years
Drilling rigs	7 - 30
Drilling machinery and equipment	3 - 5
Other	3 - 10

The amount of depreciation expense we record is dependent upon certain assumptions, including an asset’s estimated useful life, rate of consumption and corresponding salvage value. We periodically review these assumptions and may change one or more of these assumptions. Changes in our assumptions may require us to recognize, on a prospective basis, increased or decreased depreciation expense.

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We evaluate the impairment of long-lived assets, including specifically identifiable intangibles and property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization. For property and equipment whose carrying values are determined not to be recoverable, we calculate an impairment loss as a difference between the fair value and carrying amount. We estimate the fair values by applying either an income approach, using projected discounted cash flows, or a market approach. For discussion related to our impairment analysis see Note 4 - “Property and Equipment and Other Assets.”

NEW ACCOUNTING PRONOUNCEMENTS

See Part 1, Note 2 -“New Accounting Pronouncements” for our new accounting pronouncements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements”. All statements other than statements of historical facts included in this report are forward-looking statements, including statements regarding contract backlog, fleet status, our financial position, our ability to implement a plan of reorganization, the Bankruptcy cases, business strategy, taxes, timing or results of acquisitions or dispositions, repayment of debt, borrowings under our credit facilities or other instruments, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, indemnity and other contract claims, construction and upgrade of rigs, industry conditions, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, and timing for compliance with any new regulations. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. These factors include those referenced or described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2016, this Quarterly Report on Form 10-Q and in our other filings with the SEC. Such risks and uncertainties are beyond our control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential for loss from a change in the value of a financial instrument as a result of fluctuations in interest rates or currency exchange rates, as further described below.

Interest Rate Risk

For variable rate debt, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. We are subject to market risk exposure related to changes in interest rates on borrowings under our Revolving Credit Facility and Term Loan Facility. While the balance of our Revolving Credit Facility and unamortized deferred debt issuance costs are classified as liabilities subject to compromise, we continue to pay interest on the Revolving Credit Facility in the ordinary course of business based on Bankruptcy Court approval. Paragon also continues to make interest payments on its Term Loan Facility in the ordinary course of business.

Interest on borrowings under our Revolving Credit Facility is at an agreed upon applicable margin over adjusted LIBOR, or base rate plus such applicable margin as stated in the agreement. As of March 31, 2017, we had $709 million borrowings outstanding under our Revolving Credit Facility. A 1% change in the interest rate on the floating rate debt would impact our annual earnings and cash flows by approximately $7 million.

Interest on borrowings under our Term Loan Facility is at an agreed upon percentage point spread over adjusted LIBOR (subject to a 1% floor), or base rate as stated in the agreement. As of March 31, 2017, we had $635 million in borrowings outstanding under our Term Loan Facility, net of unamortized discount. Since we are currently subject to the 1% LIBOR floor, our Term Loan Facility effectively bears interest at a fixed interest rate. The fair value of our Term Loan Facility was approximately $251 million as of March 31, 2017. Related interest expense for the three months ended March 31, 2017 was approximately $9 million. Holding other variables constant (such as debt levels), a 1% increase in interest rates would increase our annual interest expense by approximately $6 million.

Our Senior Notes bear interest at a fixed interest rate and fair value will fluctuate based on changes in prevailing market interest rates and market perceptions of our credit risk. The fair value of our Senior Notes was approximately $182 million as of March 31, 2017, compared to the carrying value of $984 million.

Foreign Currency Risk

Although we are a U.K. company, we define foreign currency as any non-U.S. denominated currency. Our functional currency is primarily the U.S. dollar. However, outside the United States, a portion of our expenses are incurred in local currencies. Therefore, when the U.S. dollar weakens (strengthens) in relation to the currencies of the countries in which we operate, our expenses reported in U.S. dollars will increase (decrease).

We are exposed to risks on future cash flows to the extent that local currency expenses exceed revenues denominated in local currencies that are other than the U.S. dollar. To help manage this potential risk, we may periodically enter into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure, subject to certain limitations as a result of the bankruptcy proceedings. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives. At March 31, 2017, we had no outstanding derivative contracts.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Dean E. Taylor, Interim President, Chief Executive Officer, and Director of Paragon, and Lee M. Ahlstrom, Senior Vice President and Interim Chief Financial Officer of Paragon, with the participation of our management, have evaluated the effectiveness of the disclosure controls and procedures of Paragon as of the end of the period covered by this report. Based on their evaluation as of March 31, 2017, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) were effective at the reasonable assurance level. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is set forth in Note 1 - “Organization, Currents Events, and Basis of Presentation” andNote 17, “Commitments and Contingencies” to our unaudited consolidated financial statements included in Item I, Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

As of March 31, 2017, we were involved in a number of lawsuits and matters which have arisen in the ordinary course of business for which we do not expect the liability, if any, to have a material adverse effect on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows. We cannot predict with certainty the outcome or effect of pending or threatened litigation or legal proceedings. There can be no assurance that our beliefs or expectations as to the outcome or effect of any lawsuit or other matters will prove correct and the eventual outcome could materially differ from management’s current estimates.

On August 23, 2016, we received notice from the Brazilian Institute of Environment and Renewable Natural Resources (“IBAMA”) regarding an infraction that occurred on a Noble vessel operated by our subsidiary prior to the Spin-Off. The infraction related to an incident onboard the Noble Dave Beard in May 2011 regarding the discharge of oil into the sea and the subsequent communication to IBAMA regarding such discharge. We filed an administrative defense to the infraction on September 12, 2016. As the incident related to a Noble vessel prior to the Spin-Off, we intend to seek indemnification from Noble with respect to any fines assessed by IBAMA regarding this incident pursuant to the Brazil TSA.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our our Annual Report on Form 10-K for the year ended December 31, 2016. For additional information about our risk factors see the risks described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2016.

ITEM 6. EXHIBITS

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Paragon Offshore plc, a company registered under the laws of England and Wales

/s/ Dean E. Taylor	May 10, 2017
Dean E. Taylor	Date
Interim President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Lee M. Ahlstrom	May 10, 2017
Lee M. Ahlstrom	Date
Senior Vice President and Interim Chief Financial Officer
(Principal Financial Officer)
/s/ Alejandra Veltmann	May 10, 2017
Alejandra Veltmann	Date
Vice President and Chief Accounting Officer
(Principal Accounting Officer)

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Index to Exhibits

Number	Description
2.1	Master Separation Agreement, dated as of July 31, 2014, between Noble Corporation and Paragon Offshore plc (incorporated by reference to Exhibit 2.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
3.1	Articles of Association of Paragon Offshore plc (incorporated by reference to Exhibit 3.1 to Paragon Offshore plc’s Quarterly Report on Form 10-Q filed on August 29, 2014).
4.1	Senior Secured Revolving Credit Agreement dated as of June 17, 2014 among Paragon Offshore Limited, Paragon International Finance Company, the Lenders from time to time parties thereto; JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and an Issuing Bank; Deutsche Bank Securities Inc. and Barclays Bank PLC, as Syndication Agents; and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Barclays Bank PLC, as Joint Lead Arrangers and Joint Lead Bookrunners (incorporated by reference to Exhibit 4.1 to Paragon Offshore Limited’s Registration Statement on Form 10 filed on July 3, 2014).
4.2	Indenture, dated as of July 18, 2014, by and among Paragon Offshore plc, the guarantors listed therein, Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank Luxembourg S.A., as paying agent and transfer agent (incorporated by reference to Exhibit 4.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on July 22, 2014).
4.3	Senior Secured Term Loan Credit Agreement, dated as of July 18, 2014, by and among Paragon Offshore plc, as parent guarantor, Paragon Offshore Finance Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 4.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on July 22, 2014).
10.1	Tax Sharing Agreement, dated as of July 31, 2014, between Noble Corporation plc and Paragon Offshore plc (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.2	Employee Matters Agreement, dated as of July 31, 2014, between Noble Corporation and Paragon Offshore plc (incorporated by reference to Exhibit 10.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.3	Transition Services Agreement, dated as of July 31, 2014, between Noble Corporation and Paragon Offshore plc (incorporated by reference to Exhibit 10.3 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.4	Transition Services Agreement (Brazil), dated as of July 31, 2014, among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon Offshore plc, Noble Corporation, Noble Dave Beard Limited and Noble Drilling (Nederland) II B.V. (incorporated by reference to Exhibit 10.4 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.5†	Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.6†	Paragon Offshore plc 2014 Director Omnibus Plan (incorporated by reference to Exhibit 10.6 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.7†	Paragon Grandfathered 401(k) Savings Restoration Plan (incorporated by reference to Exhibit 10.7 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.8†	Paragon 401(k) Savings Restoration Plan (incorporated by reference to Exhibit 10.8 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.9†	Form of Deeds of Indemnity between Paragon Offshore plc and certain directors and officers (incorporated by reference to Exhibit 10.9 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 5, 2014).
10.10†	Paragon Offshore Services LLC 2014 Short-Term Incentive Program (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 18, 2014).
10.11†	Form of Change of Control Agreement between Paragon Offshore plc and certain officers thereof (incorporated by reference to Exhibit 10.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 18, 2014).
10.12†	Form of Performance Vested Restricted Stock Unit Replacement Award Agreement (incorporated by reference to Exhibit 10.12 to Paragon Offshore plc’s Quarterly Report on Form 10-Q filed on August 29, 2014).
10.13†	Form of Time Vested Restricted Stock Unit Replacement Award Agreement (incorporated by reference to Exhibit 10.13 to Paragon Offshore plc’s Quarterly Report on Form 10-Q filed on August 29, 2014).
10.14†	Form of Employee Time Vested Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.14 to Paragon Offshore plc’s Quarterly Report on Form 10-Q filed on August 29, 2014).
10.15†	Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.15 to Paragon Offshore plc’s Quarterly Report on Form 10-Q filed on August 29, 2014).
10.16	Form of Share Purchase Agreement, dated November 17, 2014, between Paragon Offshore plc and each seller party thereto (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on November 19, 2014).
10.17†	Paragon Offshore Executive Bonus Plan, dated February 19, 2015 (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on February 25, 2015).
10.18†	Form of Time Vested Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on February 25, 2015).
10.19†	Form of Performance Vested Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to Paragon Offshore plc’s Current Report on Form 8-K filed on February 25, 2015).
10.20†	Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (Amended and Restated) (Filed as Annex A to Paragon Offshore plc’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 20, 2015).
10.21†	Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated) (Filed as Annex B to Paragon Offshore plc’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 20, 2015).
10.22	Lease Agreement in Respect of Prospector 1 dated June 3, 2015, by and between Prospector One Corporation, as Lessor, and Prospector Rig 1 Contracting Company S.à r.l., as Lessee (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on June 5, 2015).
10.23	Lease Agreement in Respect of Prospector 5 dated June 3, 2015, by and between Prospector Five Corporation, as Lessor, and Prospector Rig 5 Contracting Company S.à r.l., as Lessee (incorporated by reference to Exhibit 10.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on June 5, 2015).
10.24†	Form of Key Employee Retention Plan Agreement (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on October 30, 2015).
10.25	Term Sheet Regarding Noble Settlement, dated February 11, 2016 (incorporated by reference to Exhibit 99.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on February 12, 2016).
10.26	Plan Support Agreement, dated February 12, 2016 (incorporated by reference to Exhibit 99.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on February 16, 2016).
10.27†	Employment Letter, dated as of November 9, 2016, by and between Dean Taylor and Paragon Offshore Services LLC (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on November 15, 2016).
10.28	Noble Settlement Agreement, dated April 29, 2016 (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on May 6, 2016).
10.29†	2016 Paragon Offshore plc Short-Term Incentive Plan (incorporated by reference to Exhibit 10.28 to Paragon Offshore plc’s Quarterly Report on Form 10-Q filed on August 9, 2016).
10.30	Amendment to Plan Support Agreement, dated August 5, 2016 (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 8, 2016).
10.31	Term Sheet Regarding Amendment to Noble Settlement Agreement, dated August 5, 2016 (incorporated by reference to Exhibit 10.2 to Paragon Offshore plc’s Current Report on Form 8-K filed on August 8, 2016).
10.32†	Separation Agreement and General Release, by and between Steven Manz and Paragon Offshore Services LLC, Paragon Offshore plc and Paragon International Investment Limited, dated November 17, 2016 (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on November 22, 2016).
10.33†	Separation Agreement and General Release, by and between Randall Stilley and Paragon Offshore Services LLC, Paragon Offshore PLC, Paragon International Investment Limited and their affiliates, dated November 30, 2016. (incorporated by reference to Exhibit 10.1 to Paragon Offshore plc’s Current Report on Form 8-K filed on December 1, 2016).
10.34†	Paragon Offshore Services LLC 2017 Short-Term Incentive Program. (incorporated by reference to Exhibit 10.34 to Paragon Offshore plc’s Annual Report on Form 10-K/A filed on May 1, 2017).
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Interactive Data Files

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

51

EX-31.1

Exhibit 31.1

Paragon Offshore plc, a company registered under the laws of England and Wales

I, Dean E. Taylor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paragon Offshore plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2017

/s/ Dean E. Taylor 

Dean E. Taylor

Interim President, Chief Executive Officer and Director

of Paragon Offshore plc, a company registered under the laws of England and Wales

EX-31.2

Exhibit 31.2

Paragon Offshore plc, a company registered under the laws of England and Wales

I, Lee M. Ahlstrom, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paragon Offshore plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2017

/s/ Lee M. Ahlstrom

Lee M. Ahlstrom

Senior Vice President and Interim Chief Financial Officer

of Paragon Offshore plc, a company registered under the laws of England and Wales

EX-32.1

Exhibit 32.1

Paragon Offshore plc, a company registered under the laws of England and Wales

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Paragon Offshore plc, a company registered under the laws of England and Wales (the “Company”), on Form 10-Q for the period ended March 31, 2017, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”),I, Dean E. Taylor, Interim President, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 10, 2017	/s/ Dean E. Taylor
	Dean E. Taylor
	Interim President, Chief Executive Officer and Director
	of Paragon Offshore plc, a company registered under the laws of England and Wales

EX-32.2

Exhibit 32.2

Paragon Offshore plc, a company registered under the laws of England and Wales

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Paragon Offshore plc, a company registered under the laws of England and Wales (the “Company”), on Form 10-Q for the period ended March 31, 2017, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Lee M. Ahlstrom, Senior Vice President and Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 10, 2017	/s/ Lee M. Ahlstrom
	Lee M. Ahlstrom
	Senior Vice President and Interim Chief Financial Officer
	of Paragon Offshore plc, a company registered under the laws of England and Wales

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 28, 2017
Entity [Abstract]
Entity Registrant Name	Paragon Offshore plc
Entity Central Index Key	0001594590
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		89,011,271

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating revenues
Contract drilling services	$ 55,247	$ 235,044
Labor contract drilling services	0	6,748
Reimbursables and other	2,196	23,328
Total operating revenues	57,443	265,120
Operating costs and expenses
Contract drilling services	49,592	112,706
Labor contract drilling services	14	5,059
Reimbursables	1,576	19,784
Depreciation and amortization	30,575	71,906
General and administrative	8,723	12,174
Loss on impairments	391	0
Total operating costs and expenses	90,871	221,629
Operating income (loss) before interest, reorganization items and income taxes	(33,428)	43,491
Interest expense, net (contractual interest of $36,080 and $36,106 for the three months ended March 31, 2017 and 2016)	(17,916)	(27,017)
Other, net	1,751	762
Reorganization items, net	(18,474)	(21,842)
Loss before income taxes	(68,067)	(4,606)
Income tax provision	(2,349)	(604)
Net loss	$ (70,416)	$ (5,210)
Loss per share
Basic and diluted (in dollars per share)	$ (0.79)	$ (0.06)
Weighted-average shares outstanding
Basic and diluted (in shares)	88,747	86,598

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Contractual interest	$ 36,080	$ 36,106

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (70,416)	$ (5,210)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	876	2,068
Adjustments to pension plans	(98)	187
Total other comprehensive loss, net	778	2,255
Total comprehensive loss	$ (69,638)	$ (2,955)

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 832,576	$ 883,794
Restricted cash	11,457	8,707
Accounts receivable, net of allowance for doubtful accounts (Note 3)	46,763	65,644
Prepaid and other current assets	61,185	69,380
Total current assets	951,981	1,027,525
Property and equipment, at cost	2,334,834	2,336,504
Accumulated depreciation	(1,549,028)	(1,523,732)
Property and equipment, net	785,806	812,772
Restricted cash	36,049	37,880
Other long-term assets	23,658	25,554
Total assets	1,797,494	1,903,731
Current liabilities
Current maturities of long-term debt	29,694	29,737
Accounts payable and accrued expenses	61,598	61,853
Accrued payroll and related costs	34,055	43,683
Taxes payable	21,440	33,248
Interest payable	491	497
Other current liabilities	18,822	21,548
Total current liabilities	166,100	190,566
Long-term debt	155,330	165,963
Deferred income taxes	5,141	6,282
Other liabilities	27,882	29,114
Liabilities subject to compromise	2,344,563	2,344,563
Total liabilities	2,699,016	2,736,488
Commitments and contingencies
Equity
Ordinary shares, $0.01 par value, 186,457,393 shares authorized; with 89,009,153 and 88,438,804 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	890	884
Additional paid-in capital	1,439,132	1,438,265
Accumulated deficit	(2,303,664)	(2,233,248)
Accumulated other comprehensive loss	(37,880)	(38,658)
Total shareholders’ deficit	(901,522)	(832,757)
Total liabilities and equity	$ 1,797,494	$ 1,903,731

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Ordinary shares
Par value (in dollars per share)	$ 0.01	$ 0.01
Shares authorized (in shares)	186,457,393	186,457,393
Shares issued (in shares)	89,009,153	88,438,804
Shares outstanding (in shares)	89,009,153	88,438,804

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Balance (in shares) at Dec. 31, 2015		86,026,000
Beginning of period at Dec. 31, 2015	$ (506,590)	$ 860	$ 1,429,456	$ (1,894,892)	$ (42,014)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,210)			(5,210)
Employee related equity activity:
Amortization of share-based compensation	1,967		1,967
Vesting of restricted stock unit awards (in shares)		1,345,000
Vesting of restricted stock unit awards	(98)	$ 14	(112)
Other comprehensive income, net	2,255				2,255
Balance (in shares) at Mar. 31, 2016		87,371,000
End of period at Mar. 31, 2016	$ (507,676)	$ 874	1,431,311	(1,900,102)	(39,759)
Balance (in shares) at Dec. 31, 2016	88,438,804	88,439,000
Beginning of period at Dec. 31, 2016	$ (832,757)	$ 884	1,438,265	(2,233,248)	(38,658)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(70,416)			(70,416)
Employee related equity activity:
Amortization of share-based compensation	898		898
Vesting of restricted stock unit awards (in shares)		570,000
Vesting of restricted stock unit awards	(25)	$ 6	(31)
Other comprehensive income, net	$ 778				778
Balance (in shares) at Mar. 31, 2017	89,009,153	89,009,000
End of period at Mar. 31, 2017	$ (901,522)	$ 890	$ 1,439,132	$ (2,303,664)	$ (37,880)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities
Net loss	$ (70,416,000)	$ (5,210,000)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	30,575,000	71,906,000
Loss on impairments	391,000	0
Deferred income taxes	(1,176,000)	(4,750,000)
Share-based compensation	646,000	2,206,000
Provision for doubtful accounts	238,000	0
Other, net	1,047,000	0
Net change in other assets and liabilities (Note 18)	2,717,000	42,171,000
Net cash provided by (used in) operating activities	(35,978,000)	106,323,000
Cash flows from investing activities
Capital expenditures	(3,017,000)	(17,866,000)
Change in accrued capital expenditures	(481,000)	(5,422,000)
Change in restricted cash	(919,000)	(4,160,000)
Net cash used in investing activities	(4,417,000)	(27,448,000)
Cash flows from financing activities
Repayments on Sale-Leaseback Financing	(10,798,000)	(16,947,000)
Tax withholding on restricted stock units	(25,000)	(98,000)
Net cash used in financing activities	(10,823,000)	(17,045,000)
Net change in cash and cash equivalents	(51,218,000)	61,830,000
Cash and cash equivalents, beginning of period	883,794,000	773,571,000
Cash and cash equivalents, end of period	$ 832,576,000	$ 835,401,000

XML

Organization, Current Events, and Basis of Presentation

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION, CURRENT EVENTS, AND BASIS OF PRESENTATION

ORGANIZATION, CURRENT EVENTS, AND BASIS OF PRESENTATION

Paragon Offshore plc (together with its subsidiaries, “Paragon,” the “Company,” “we,” “us” or “our”) is a global provider of offshore drilling rigs. Our fleet includes 34 jackups (including two high specification heavy duty/harsh environment jackups), four drillships and one semisubmersible. Our primary business is contracting our rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for our exploration and production customers on a dayrate basis around the world.

We currently operate in significant hydrocarbon-producing geographies throughout the world, including the North Sea, the Middle East and India. As of March 31, 2017, our contract backlog was $183 million and included contracts with national, international and independent oil and gas companies.

We are a public limited company registered under the Companies Act 2006 of England. In July 2014, Noble Corporation plc (“Noble”) transferred to us the assets and liabilities (the “Separation”) constituting most of Noble’s standard specification drilling units and related assets, liabilities and business. On August 1, 2014, Noble made a pro rata distribution to its shareholders of all of our issued and outstanding ordinary shares (the “Distribution” and, collectively with the Separation, the “Spin-Off”).

All financial information presented in this Form 10-Q represents the consolidated results of operations, financial position and cash flows of Paragon.

Unaudited Interim Information

The interim consolidated financial statements of Paragon and its subsidiaries are unaudited. However, they include all adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair statement of the Company’s consolidated financial position as of March 31, 2017 and the results of its operations and cash flows for the three months endedMarch 31, 2017 and 2016. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the SEC regarding interim financial reporting.

The 2016 year-end balance sheet data was derived from audited financial statements. This interim report does not include all disclosures required by U.S. GAAP for annual periods and should be read in conjunction with the Annual Report on Form 10-K of Paragon for the year ended December 31, 2016. The interim financial results may not be indicative of the results to be expected for the full year. Certain amounts in prior periods have been reclassified to conform to the current year presentation.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is contingent upon obtaining the requisite vote of creditors and the Bankruptcy Court’s approval of our plan of reorganization as described below. This represents a material uncertainty related to events and conditions that raises substantial doubt on our ability to continue as a going concern and, therefore, we may be unable to utilize our assets and discharge our liabilities in the normal course of business.

During the period that we are operating as debtors-in-possession under chapter 11 of the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions in our debt agreements), for amounts other than those reflected in the accompanying consolidated financial statements. Further, any reorganization plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern. As required by FASB ASC 852, Reorganizations (“ASC 852”), we intend to adopt fresh start accounting upon emergence from chapter 11 of the Bankruptcy Code.

Chapter 11 Filing

On February 12, 2016, the Company and certain of its subsidiaries (collectively, the “Debtors”) entered into a plan support agreement (the “PSA”) relating to a plan of reorganization (including all amendments thereto, the “Original Plan”) pursuant to chapter 11 of the Bankruptcy Code with holders representing an aggregate of 77% of the outstanding $457 million of our 6.75% senior unsecured notes maturing July 2022 and the outstanding $527 million of our 7.25% senior unsecured notes maturing August 2024 together with lenders representing an aggregate of 96% of the amounts outstanding (including letters of credit) under our Revolving Credit Agreement (the “Noteholder Group”).

On February 14, 2016, the Debtors commenced their chapter 11 cases (the “Bankruptcy cases”) by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Upon filing the Bankruptcy cases, we began trading on the OTC Pink.

On April 19, 2016, the Bankruptcy Court approved the Company’s disclosure statement and certain amendments to the Original Plan.

Effective August 5, 2016, the Company entered into an amendment to the PSA (the “PSA Amendment”) with the lenders under our Revolving Credit Agreement (the “Revolver Lenders”) and lenders holding approximately 69% in principal amount of our Senior Notes. The PSA Amendment supported certain revisions to the Original Plan. On August 15, 2016, the Debtors filed the amended Original Plan and a supplemental disclosure statement with the Bankruptcy Court.

By oral ruling on October 28, 2016, and by written order dated November 15, 2016, the Bankruptcy Court denied confirmation of the Debtors’ amended Original Plan. Consequently, on November 29, 2016, the Noteholder Group terminated the PSA effective as of December 2, 2016.

On January 18, 2017, the Company announced that it reached agreement in principle with a steering committee of lenders under our Revolving Credit Agreement and an ad hoc committee of lenders under our Term Loan Agreement to support a new chapter 11 plan of reorganization for the Debtors (the “New Plan”). On February 7, 2017, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the (i) elimination of approximately $2.4 billion of the Company’s existing debt in exchange for a combination of cash, debt and new equity to be issued under the New Plan; (ii) allocation to the Revolver Lenders and lenders under our Term Loan Agreement (collectively, the “Secured Lenders”) of new senior first lien debt in the original aggregate principal amount of $85 million maturing in 2022; (iii) projected distribution to the Secured Lenders of approximately $418 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company’s emergence from the Bankruptcy cases, and an estimated 58% of the new equity of the reorganized company; (iv) projected distribution to holders of the Company’s Senior Notes (the “Bondholders”) of approximately $47 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company’s emergence from the Bankruptcy cases, and an estimated 42% of the new equity of the reorganized company; and (v) commencement of an administration of the Company in the United Kingdom to, among other things, implement a sale of all or substantially all of the assets of the Company to a new holding company to be formed, which administration may be effected on or prior to effectiveness of the New Plan.

On April 21, 2017, following further discussions with the Secured Lenders, the Company filed an amendment to the New Plan and a related disclosure statement with the Bankruptcy Court. This amendment makes certain modifications to the New Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement (as defined below); (ii) provide for a combined class of general unsecured creditors, including the Company’s 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024; and (iii) provide for the post-emergence wind-down of certain of the Debtors’ dormant subsidiaries and discontinued businesses.

On May 2, 2017, as a result of a successful court-ordered mediation process with representatives of the Secured Lenders and the Bondholders, the Company filed additional amendments to the New Plan (as amended, the “Consensual Plan”) and a related disclosure statement with the Bankruptcy Court. The Consensual Plan resolves the objections previously raised by the Bondholders to the New Plan.

Under the Consensual Plan, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. Certain other elements of the New Plan remain unchanged in the Consensual Plan, including that: (i) the Secured Lenders shall be allocated new senior secured first lien debt in the original aggregate principal amount of $85 million maturing in 2022, (ii) the Company shall commence an administration proceeding in the United Kingdom, and (iii) the Company’s current shareholders are not expected to have any recovery under the Consensual Plan. Both the U.S. Trustee and the Bankruptcy Court have declined to appoint an equity committee in the Bankruptcy cases. The Consensual Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court.

Debtors-in-Possession

Since filing the Bankruptcy cases, the Debtors have operated their business as “debtors-in-possession”. Under the Bankruptcy cases, the Debtor’s trade creditors and vendors are being paid in full in the ordinary course of business. Certain subsidiaries of the Company were not party to the chapter 11 filing (the “Non-Filing entities”). The Non-Filing entities have continued to operate in the ordinary course of business.

Litigation with Noble Corporation

On February 12, 2016, we entered into a binding term sheet with Noble with respect to the “Noble Settlement Agreement” (as described below), which we executed on April 29, 2016. The Noble Settlement Agreement would have become effective upon the consummation of the Original Plan, or a plan of reorganization substantially similar thereto, and the satisfaction of certain other conditions precedent as set forth in the Noble Settlement Agreement. Pursuant to the Noble Settlement Agreement, Noble would have provided direct bonding in fulfillment of the requirements necessary to challenge tax assessments in Mexico relating to our business for the tax years 2005 through 2010 (the “Mexican Tax Assessments”). Additionally, pursuant to the Noble Settlement Agreement, Noble would have been responsible for all of the ultimate tax liability for Noble legal entities and 50% of the ultimate tax liability for our legal entities following the defense of the Mexican Tax Assessments. In consideration for this support, we had agreed to release Noble, fully and unconditionally, from any and all claims in relation to the Spin-Off.

On April 21, 2017, we filed our amendment to the New Plan with the Bankruptcy Court. Under the New Plan, we do not intend to seek approval of the Noble Settlement Agreement with the Bankruptcy Court. As a result, on April 21, 2017, Noble terminated the Noble Settlement Agreement.

On May 2, 2017, the Company filed further amendments to the New Plan (the Consensual Plan) and a related disclosure statement with the Bankruptcy Court. Pursuant to the Consensual Plan, the Company’s creditors will pursue litigation against Noble through the establishment of a litigation trust (the “Litigation Trust”), which the Company will fund with a loan of up to $10 million (the “Litigation Loan Amount”). Under the Consensual Plan, the first $10 million of proceeds from the litigation against Noble will be applied to repay the Litigation Loan Amount, and any balance of the first $10 million of proceeds will be shared 50%/50% between the Bondholders and Secured Creditors. Any amounts above the first $10 million of proceeds will be split in a ratio of 75%/25% in favor of the Bondholders.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2017

Accounting Changes and Error Corrections [Abstract]

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), which creates ASC Topic 606, Revenue from Contracts with Customers and supersedes the revenue recognition requirements in Topic 605 and industry-specific standards that currently exist under U.S. GAAP. The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. In March, April, May and November 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients, andASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively. These updates clarify important aspects of the guidance and improve its operability and implementation. ASC Topic 606 is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. We are evaluating the provisions of ASU 2014-09, concurrently with the provisions of ASU 2016-02 (defined below) since we have determined that our drilling contracts contain a lease component, and our adoption of ASU 2016-02, therefore, will require that we separately recognize revenues associated with lease and nonlease components. Nonlease components or the provision of contract drilling services will be accounted for under ASU 2014-09. We are in the process of reviewing our revenue streams under these ASUs and have identified a subset of contracts that we believe are representative of our operations and have initiated an analysis of the related performance obligations and pricing arrangements in such contracts.  We are still evaluating methods of adoption and what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures which will be based on contract-specific facts and circumstances that could introduce variability to the timing of our revenue recognition relative to current accounting standards.

In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, Leases (“ASU 2016-02”). This ASU requires an entity to separate lease components from nonlease components in a contract. The lease components would be accounted for under ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability for capital and operating leases with lease terms greater than twelve months. Lessors must align certain requirements with the updates to lessee accounting standards and potentially derecognize a leased asset and recognize a net investment in the lease. This ASU also requires key qualitative and quantitative disclosures by lessees and lessors to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for financial statements issued for annual reporting periods beginning after December 15, 2018, and interim reporting periods within that reporting period. Early adoption is permitted. A modified retrospective approach is required. Under this ASU, we have determined that our drilling contracts contain a lease component, and our adoption, therefore, will require that we separately recognize revenues associated with the lease and service components. We are evaluating the provisions of ASU 2016-02, concurrently with the provisions of ASU 2014-09 and expect to adopt both updates concurrently with an effective date of January 1, 2018. We are still evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In June 2016, the FASB issued ASU No. 2016-13, which creates ASC Topic 326, Financial Instruments - Credit Losses. The new guidance introduces new accounting models for expected credit losses on financial instruments and applies to: (1) loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The scope of the new guidance is broad and is designed to improve the current accounting models for the impairment of financial assets. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2018, and interim periods within that reporting period. A modified retrospective approach is required. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In August 2016 the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB’s Emerging Issues Task Force. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU addresses how the following cash transactions are presented: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investments; and (7) beneficial interests in securitization transactions. The ASU also addresses how to present cash receipts and cash payments that have aspects of multiple cash flow classifications. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We do not expect that our adoption will have a material impact on our cash flows or financial disclosures.

In October 2016 the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this ASU eliminate the exception for an intra-entity transfer of an asset other than inventory. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been made available for issuance. This ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has elected early adoption of this guidance on a modified retrospective basis. Early adoption had no impact on prior periods as reported in our financial statements for the quarter ended March 31, 2017.

In November 2016 the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. The new guidance is intended to reduce diversity in practice on the presentation of restricted cash in the statement of cash flows. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted, including adoption in an interim period. This ASU should be applied using a retrospective transition method to each period presented. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In January 2017 the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business. The objective of this ASU is to add guidance that will assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses and may affect many areas of accounting including acquisitions, disposals, goodwill and consolidations. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. We do not expect that our adoption will have a material impact on our financial condition, results of operations, cash flows or financial disclosures and the impact will be based on whether it is necessary for us to determine if we have acquired or sold a business in any period after the effective date.

In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecogntion Guidance and Accounting for Partial Sales of Nonfinancial Assets which will be effective at the same time as ASC Topic 606. ASU No. 2017-05 clarifies the scope, definition and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and adds guidance for partial sales of nonfinancial assets. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2017 the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this update require that an employer disaggregate the service cost component from the other components of net benefit cost and provide guidance on how to present the service cost component and the other components of net benefit cost in the income statement. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. The amendment for the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost should be applied retrospectively. We do not expect that our adoption will have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include our accounts, those of our wholly-owned subsidiaries and entities in which we hold a controlling financial interest. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reorganization Accounting

In connection with filing chapter 11 of the Bankruptcy Code on February 14, 2016, the Company is subject to the requirements of ASC 852. ASC852 is applicable to companies under bankruptcy protection and requires amendments to the presentation of key financial statement line items. ASC 852 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Bankruptcy cases distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization of the business must be reported separately as reorganization items in the consolidated statements of operations for the three months ended March 31, 2017. The balance sheet must distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities subject to compromise are pre-petition obligations that are not fully secured and that have at least a possibility of not being repaid at the full claim amount by the plan of reorganization. Liabilities subject to compromise must be reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts as a result of the plan of reorganization. See Note 9 - “Reorganization Items” for cash paid for reorganization items in the consolidated statements of cash flows.

As required by ASC 852 we intend to adopt fresh start accounting upon emergence from chapter 11 of the Bankruptcy Code.

Revenue Recognition

Our typical dayrate drilling contracts require our performance of a variety of services for a specified period of time. We determine progress towards completion of the contract by measuring efforts expended and the cost of services required to perform under a drilling contract, as the basis for our revenue recognition. Revenues generated from our dayrate basis drilling contracts and labor contracts are recognized on a per day basis as services are performed and begin upon the contract commencement, as defined under the specified drilling or labor contract. Dayrate revenues are typically earned, and contract drilling expenses are typically incurred ratably over the term of our drilling contracts. We review and monitor our performance under our drilling contracts to confirm the basis for our revenue recognition. Revenues from bonuses are recognized when earned.

It is typical in our dayrate drilling contracts to receive compensation and incur costs for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities.

Deferred revenues from drilling contracts totaled $7 million and $9 million as of March 31, 2017 and December 31, 2016, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in our Condensed Consolidated Balance Sheets, based upon the expected time of recognition of such deferred revenues. Deferred costs associated with deferred revenues from drilling contracts totaled $2 million at March 31, 2017 as compared to $3 million as of December 31, 2016. Such amounts are included in either “Prepaid and other current assets” or “Other assets” in our Condensed Consolidated Balance Sheets, based upon the expected time of recognition of such deferred costs.

We record reimbursements from customers for “out-of-pocket” expenses as revenues and the related direct cost as operating expenses.

Restricted Cash

Restricted cash consists of both cash held to satisfy the requirements of our Sale-Leaseback Transaction (as described in Note 7 - “Debt”), which was executed in 2015 and cash collateral for an outstanding performance bond.

Under the terms of the Lease Agreements (as defined in Note 7 - “Debt”) we are required to maintain three cash reserve accounts: a capital expenditure reserve account, an operating reserve account and a rental reserve account.

The capital expenditure reserve is available specifically for special survey costs (3-5 year surveys) provided that we replenish any amount withdrawn within twelve months from the date of the withdrawal.  This cash is available to us, for a designated purpose, in the short-term, and therefore the restricted cash balance is included in short-term “Restricted cash” on our Condensed Consolidated Balance Sheet. The short-term restricted cash balance also includes funds accumulated in an operating reserve account used for payment of monthly operating expenses under the terms of the Lease Agreements. Our short-term restricted cash was $11 million and $9 million as of March 31, 2017 and December 31, 2016, respectively.

The rental reserve account is the minimum amount established under the Lease Agreements which we are required to maintain on reserve at all times during the lease period. The balance in the account increases with periodic deposits of operating revenue in excess of allowed operating expenses. Any amount of cash in the account in excess of the minimum balance required on reserve is to be used repay our long-term debt obligation related to the Sale-Leaseback Transaction. In addition to the Sale-Leaseback Transaction rental reserve account, the long-term restricted cash balance as of March 31, 2017 and December 31, 2016 also includes $9 million cash collateral for an outstanding performance bond. Our long-term restricted cash was $36 million and $38 million as of March 31, 2017 and December 31, 2016, respectively.

Allowance for Doubtful Accounts

We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. The Company monitors the accounts receivable from its customers for any collectability issues. An allowance for doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors.

Our allowance for doubtful accounts was $26 million and $25 million as of March 31, 2017 and December 31, 2016, respectively. We had $0.2 million of bad debt expense and no recoveries for the three months ended March 31, 2017. We had no bad debt expense or recoveries for the three months ended March 31, 2016. Bad debt expense and recoveries are reported as a component of “Contract drilling services operating costs and expenses” in our Condensed Consolidated Statements of Operations.

Long-lived Assets and Impairments

Property and equipment is stated at cost. Major replacements and improvements are capitalized. When assets are sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and the gain or loss is recognized. Property and equipment are depreciated using the straight-line method over their estimated useful lives as of the date placed in service or date of major refurbishment.

Scheduled maintenance of equipment is performed based on the number of hours operated in accordance with our preventative maintenance program. Routine repair and maintenance costs are charged to expense as incurred.

The estimated useful lives of our property and equipment are as follows:

	Years
Drilling rigs	7 - 30
Drilling machinery and equipment	3 - 5
Other	3 - 10

The amount of depreciation expense we record is dependent upon certain assumptions, including an asset’s estimated useful life, rate of consumption and corresponding salvage value. We periodically review these assumptions and may change one or more of these assumptions. Changes in our assumptions may require us to recognize, on a prospective basis, increased or decreased depreciation expense.

We evaluate the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization. For property and equipment whose carrying values are determined not to be recoverable, we calculate an impairment loss as a difference between the fair value and carrying amount. We estimate the fair values by applying either an income approach, using projected discounted cash flows, or a market approach. For discussion related to our impairment analysis see Note 4 - “Property and Equipment and Other Assets.”

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Property and Equipment and Other Assets

3 Months Ended

Mar. 31, 2017

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT AND OTHER ASSETS

PROPERTY AND EQUIPMENT AND OTHER ASSETS

Property and equipment consists of drilling rigs, drilling machinery and equipment and other property and equipment.

	March 31,			December 31,
(In thousands)	2017			2016
Drilling rigs	$	1,457,907		$	1,463,199
Drilling rigs under Sale-Leaseback Transaction	469,747			469,018
Drilling machinery and equipment	348,164			345,172
Other	59,016			59,115
Property and equipment, at cost	2,334,834			2,336,504
Less: Accumulated depreciation	(1,516,497		)	(1,496,006		)
Less: Accumulated amortization under Sale-Leaseback Transaction	(32,531		)	(27,726		)
Property and equipment, net	$	785,806		$	812,772

Depreciation expense was $31 million and $72 million for the three months ended March 31, 2017 and 2016, respectively, including depreciation expense of $1 million and $4 million for underwater inspection in lieu of drydocking costs (“UWILD”) for the three months ended March 31, 2017 and 2016, respectively. UWILD costs are capitalized in “Other assets” on the Condensed Consolidated Balance Sheet. Amortization of our leased drilling rigs under the Sale-Leaseback Transaction is recorded in depreciation expense for the three months ended March 31, 2017 and 2016.

Our capital expenditures totaled $3 million and $18 million for the three months ended March 31, 2017 and 2016, respectively. Included in accounts payable were $1 million and $5 million of capital accruals as of March 31, 2017 and 2016, respectively.

Loss on Impairment

We assess the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable (such as, but not limited to, cold stacking a rig, the expectation of cold stacking a rig in the near term, a decision to retire or scrap a rig, or excess spending over budget on a newbuild, construction project or major rig upgrade). For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization. For property and equipment whose carrying values are determined not to be recoverable, we calculate an impairment loss as a difference between the fair value and carrying amount. We estimate the fair values by applying either an income approach, using projected discounted cash flows, or a market approach. Estimates of discounted future cash flows typically include (i) discrete financial forecasts, which rely on management’s estimates of revenue and operating expenses, (ii) long-term growth rates, and (iii) estimates of useful lives of the assets. Such estimates of future discounted cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. In a market approach, the fair value would be based on unobservable third-party estimated prices that would be received in exchange for the assets in an orderly transaction between market participants.

For the three months ended March 31, 2017, we recognized an impairment loss of $0.4 million in our Condensed Consolidated Statements of Operations. No impairment loss was recognized for the three months ended March 31, 2016.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

In conjunction with the Spin-Off, we adopted new equity incentive plans for our employees and directors, the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (the “Employee Plan”) and the Paragon Offshore plc 2014 Director Omnibus Plan (the “Director Plan”). The Employee Plan and Director Plan include replacement awards of Paragon time-vested restricted stock units (“TVRSU’s”) and performance-vested restricted stock units (“PVRSU’s”), granted in connection with the Spin-Off, as well as, new share-settled and cash-settled awards (“CS-TVRSU’s”) which have been granted since Spin-Off. No awards were granted during three months ended March 31, 2017.

Shares available for issuance and outstanding restricted stock units under our two equity incentive plans as of March 31, 2017 are as follows (excluding the impact of cash-settled awards):

(In shares)	Employee Plan	Director Plan
Shares available for future awards or grants	5,580,201	434,048
Outstanding unvested restricted stock units	1,461,377	—

In prior years, we have awarded both TVRSU’s and PVRSU’s under our Employee Plan and TVRSU’s under our Director Plan. The total compensation for TVRSU’s that ultimately vests is recognized using a straight-line method over a three-year service period. The CS-TVRSU’s under our Employee Plan are accounted for as liability-based awards and are valued at the end of each reporting period at our underlying share price. The total compensation for CS-TVRSU’s that ultimately vests is recognized using a straight-line method over three-year service period. The number of PVRSU’s which vest under our Employee Plan will depend on the degree of achievement of specified company-based, return on capital employed (“ROCE”), and market-based, total shareholder return (“TSR”), performance criteria over the service period.

A summary of restricted stock activity for the three months ended March 31, 2017 is as follows:

	TVRSU’s Outstanding		TVRSU Weighted Average Grant-Date Fair Value		CS-TVRSU’s Outstanding		Share Price (1)		PVRSU’s Outstanding (2)		PVRSU Weighted Average Grant-Date Fair Value
Outstanding as of December 31, 2016	1,910,893		$	5.31	1,292,601				602,219		$	5.39
Vested	(842,282	)	5.18		(530,604	)			—		—
Forfeited (3)	(17,979	)	11.00		(250,190	)			(191,474	)	11.00
Outstanding as of March 31, 2017	1,050,632		$	5.33	511,807		$	0.05	410,745		$	2.78

(1) The share price represents the closing price of our shares on March 31, 2017 at which our CS-TVRSU’s are measured.

(2) In the three months ended March 31, 2017, 191,474 PVRSU’s were forfeited as a result of the Company not achieving the thresholds for vesting based on annualized ROCE performance over the term of the awards. For the remaining 410,745 PVRSU’s outstanding, the share amount equals the units that would vest if the “target” level of performance is achieved based on the degree of achievement of the Company’s TSR, relative to a peer group of companies. The minimum number of units is zero and the “maximum” level of performance is 200% of the target amount.

(3) In accordance with ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company has elected to account for forfeitures when they occur. This election had no impact on our financial statements for the three months ended March 31, 2017.

Equity and liability-based award amortization recognized during the three months ended March 31, 2017 totaled $0.6 million. As of March 31, 2017, we had $2 million of total unrecognized compensation cost related to our TVRSU’s. The Company expects to recognize this cost over a remaining weighted-average period of 0.7 years or expense immediately on the effective date of the Consensual Plan. As of March 31, 2017, we had $21 thousand of total unrecognized compensation cost related to our CS-TVRSU’s. The Company expects to recognize this cost over a remaining weighted-average period of 0.9 years or expense immediately on the effective date of the Consensual Plan.

As of March 31, 2017, we had $0.1 million of total unrecognized compensation cost related to our PVRSU’s. The Company expects to recognize this cost over a remaining weighted-average period of 0.8 years or expense immediately on the effective date of the Consensual Plan. The total potential compensation for the 410,745 PVRSU’s based on TSR is recognized over the service period regardless of whether the TSR performance thresholds are ultimately achieved since vesting is based on market conditions.

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Loss Per Share

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

LOSS PER SHARE

LOSS PER SHARE

On August 1, 2014, approximately 85 million of our ordinary shares were distributed to Noble’s shareholders in conjunction with the Spin-Off. Weighted average shares outstanding, basic and diluted, have been computed based on the weighted average number of ordinary shares outstanding during the applicable period. Restricted stock units do not represent ordinary shares outstanding until they are vested and converted into ordinary shares. Our outstanding share-based payment awards currently consist solely of restricted stock units. The diluted earnings per share calculation under the two class method is the same as our basic earnings per share calculation as we currently have no stock options or other potentially dilutive securities outstanding.

Our unvested restricted stock units, which contain non-forfeitable rights to dividends, are deemed to be participating securities and are included in the computation of earnings per share pursuant to the “two-class” method. The “two-class” method allocates undistributed earnings between ordinary shares and participating securities; however, in a period of net loss, losses are not allocated to our participating securities. No earnings were allocated to unvested share-based payment awards in our earnings per share calculation for the three months ended March 31, 2017 and 2016 due to our net losses in each respective period.

Existing shareholders of the Company will not receive a recovery under the Consensual Plan.

The following table includes the computation of basic and diluted net loss and loss per share:

	Three Months Ended
	March 31,
(In thousands, except per share amounts)	2017			2016
Allocation of loss - basic and diluted
Net loss	$	(70,416	)	$	(5,210	)
Earnings allocated to unvested share-based payment awards	—			—
Net loss attributable to ordinary shareholders - basic and diluted	$	(70,416	)	$	(5,210	)
Weighted average shares outstanding
Basic and diluted	88,747			86,598
Weighted average unvested share-based payment awards	1,885			5,944
Loss per share
Basic and diluted	$	(0.79	)	$	(0.06	)

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Debt

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

DEBT

DEBT

A summary of long-term debt as of March 31, 2017 and December 31, 2016 is as follows:

	March 31,			December 31,
(In thousands)	2017			2016
Revolving Credit Facility (1)	$	—		$	—
Term Loan Facility, bearing interest of 5.75% and 5.5% as of March 31, 2017 and December 31, 2016, respectively(1)	—			—
Senior Notes due 2022, bearing fixed interest at 6.75% per annum(1)	—			—
Senior Notes due 2024, bearing fixed interest at 7.25% per annum(1)	—			—
Sale-Leaseback Transaction	185,691			196,418
Unamortized debt issuance costs	(667		)	(718		)
Total debt	185,024			195,700
Less: Current maturities of long-term debt	(29,694		)	(29,737		)
Long-term debt	$	155,330		$	165,963

(1) See Note 8 - “Liabilities Subject to Compromise” for each of the respective March 31, 2017 balances identified above. The commencement of the Bankruptcy cases on February 14, 2016 constituted an event of default that accelerated our obligations under the Term Loan Agreement, Revolving Credit Agreement, and Senior Notes. Any efforts to enforce payments related to these obligations are automatically stayed as a result of the filing of the petitions and are subject to the applicable provisions of the Bankruptcy Code.

Revolving Credit Facility, Term Loan Facility and Senior Notes

On June 17, 2014, we entered into the Revolving Credit Agreement with lenders that provided commitments in the amount of $800 million. The Revolving Credit Agreement, which is secured by substantially all of our rigs, has a term of five years and matures in July 2019. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) an adjusted LIBOR, plus an applicable margin ranging between 1.50% to 2.50%, depending on our leverage ratio, or (ii) a base rate plus an applicable margin ranging between 1.50% to 2.50%. Under the Revolving Credit Agreement, we may also obtain letters of credit, the issuance of which would reduce a corresponding amount available for borrowing.

As of March 31, 2017, we had $709 million in borrowings outstanding at a weighted-average interest rate of 3.48%, and an aggregate amount of $69 million of letters of credit issued under the Revolving Credit Facility. The balance of our Revolving Credit Facility and unamortized deferred debt issuance costs are classified as liabilities subject to compromise. We continue to pay interest on the Revolving Credit Facility in the ordinary course of business based on Bankruptcy Court approval. Accordingly, interest payable on the Revolving Credit Facility is not classified as a liability subject to compromise.

On July 18, 2014, we issued $1.08 billion of Senior Notes and also borrowed $650 million under the Term Loan Facility. The Term Loan Facility is secured by substantially all of our rigs. The proceeds from the Term Loan Facility and the Senior Notes were used to repay $1.7 billion of intercompany indebtedness to Noble incurred as partial consideration for the Separation.

The Senior Notes consisted of $500 million of 6.75% senior notes and $580 million of 7.25% senior notes, which mature on July 15, 2022 and August 15, 2024, respectively. The Senior Notes were issued without an original issue discount. Contractual interest on the 6.75% senior notes is payable semi-annually, in January and July. Contractual interest on the 7.25% senior notes is payable semi-annually, in February and August. The approximate $1 billion balance of our Senior Notes, accrued pre-petition interest, and unamortized deferred debt issuance costs are classified as liabilities subject to compromise. As interest on the Company’s unsecured Senior Notes subsequent to February 14, 2016 was not expected to be an allowed claim, the Company ceased accruing interest on its Senior Notes on this date. Results for the three months ended March 31, 2017 and 2016 would have included contractual interest expense of $18 million and $9 million, respectively. These costs would have been incurred had the unsecured Senior Notes not been classified as subject to compromise.

Borrowings under the Term Loan Facility bear interest at an adjusted LIBOR rate plus 2.75%, subject to a minimum LIBOR rate of 1% or a base rate plus 1.75%, at our option. We are required to make quarterly principal payments of $1.6 million plus interest and may prepay all or a portion of the Term Loan Facility at any time. The Term Loan Facility matures in July 2021. The loans under the Term Loan Facility were issued with 0.50% original issue discount. As of March 31, 2017, the approximate $635 million balance of our Term Loan Facility, unamortized deferred debt issuance costs and unamortized discount are classified as liabilities subject to compromise (See Note 8 - “Liabilities Subject to Compromise”). Paragon continues to make interest payments on its Term Loan Facility in the ordinary course of business, based on Bankruptcy Court approval. Accordingly, interest payable on the Term Loan Facility is not classified as liabilities subject to compromise in the Condensed Consolidated Balance Sheet as of March 31, 2017.

The agreements related to our Debt Facilities contain covenants that place restrictions on certain merger and consolidation transactions; our ability to sell or transfer certain assets; payment of dividends; making distributions; redemption of stock; incurrence or guarantee of debt; issuance of loans; prepayment; redemption of certain debt; as well as incurrence or assumption of certain liens. The covenants and events of default under our Revolving Credit Agreement, Senior Notes, and Term Loan Facility are substantially similar.

Sale-Leaseback Transaction

On July 24, 2015, we executed a combined $300 million Sale-Leaseback Transaction with subsidiaries of SinoEnergy (collectively, the “Lessors”) for our two high specification jackup units, Prospector 1 and Prospector 5 (collectively, the “Prospector Rigs”). We sold the Prospector Rigs to the Lessors and immediately leased the Prospector Rigs from the Lessors for a period of five years pursuant to a lease agreement for each Prospector Rig (collectively, the “Lease Agreements”). Net of fees and expenses and certain lease prepayments, we received net proceeds of approximately $292 million, including amounts used to fund certain required reserve accounts. The Prospector 5 is currently operating under drilling contracts with Total S.A. until November 2017. The Prospector 1 is currently operating under drilling contracts with Oranje-Nassau Energie B.V. until June 2018.

The Company has obtained a forbearance from the Lessors of the event of default relating to the filing of the chapter 11 cases under the Lease Agreements. We are currently in discussions with the Lessor to ensure the forbearance will become a permanent waiver of this event of default upon the occurrence of certain conditions, including that the effective date of the Consensual Plan occurs by August 1, 2017. If we are unable to satisfy the conditions of this waiver, we intend to file petitions for relief under chapter 11 of the Bankruptcy Code for the parties to the Lease Agreements and certain of their affiliates.

While it has been determined that the Lessors are variable interest entities (“VIEs”), we are not the primary beneficiary of the VIEs for accounting purposes since we do not have the power to direct the operation of the VIEs and we did not have the obligation to absorb losses nor the right to receive benefits that could potentially be significant to the VIEs. As a result, we did not consolidate the Lessors in our consolidated financial statements. We have accounted for the Sale-Leaseback Transaction as a capital lease.

The following table includes our total minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5.

(In millions)	2017		2018		2019		2020		Thereafter		Total
Minimum annual rental payments	$	34	$	32	$	31	$	119	$	—	$	216

We made rental payments, including interest, of approximately $13 million and $21 million during the three months endedMarch 31, 2017 and 2016, respectively. This includes pre-payments or Excess Cash Amounts (as defined below) of $3 million for the Prospector 1 for both the three months ended March 31, 2017 and 2016 and $3 million and $5 million for the Prospector 5 for the three months ended March 31, 2017 and 2016, respectively.

Following the third and fourth anniversaries of the closing dates of the Lease Agreements, we have the option to repurchase each Prospector Rig for an amount as defined in the Lease Agreements. At the end of the lease term, we have an obligation to repurchase each Prospector Rig for a maximum amount of $88 million per rig, less any pre-payments made by us during the term of the Lease Agreements.

The Lease Agreements obligate us to make certain termination payments upon the occurrence of certain events of default, including payment defaults, breaches of representations and warranties, termination of the underlying drilling contract for each rig, covenant defaults, cross-payment defaults, certain events of bankruptcy, material judgments and actual or asserted failure of any credit document to be in force and effect. The Lease Agreements contain certain representations, warranties, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback financing transactions. The Lease Agreements contain certain affirmative and negative covenants that, subject to exceptions, limit our ability to, among other things, incur additional indebtedness and guarantee indebtedness, pay inter-company dividends or make other inter-company distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell, transfer or otherwise dispose of certain assets, create or incur liens, enter into certain types of transactions with affiliates, consolidate, merge or sell all or substantially all of our assets, and enter into new lines of business.

In addition, we are required to maintain a cash reserve of $11.5 million for each Prospector Rig throughout the term of the Lease Agreements. During the term of the current drilling contract for each Prospector Rig, we are also required to pay to the Lessors any excess cash amounts earned under such contract, after payment of bareboat charter fees and operating expenses for such Prospector Rig and maintenance of any mandatory reserve cash amounts (the “Excess Cash Amounts”). These excess cash payments represent prepayment for the remaining rental payments under the applicable Lease Agreement (the “Cash Sweep”). As of March 31, 2017 and December 31, 2016, we had short-term restricted cash balances of $11 million and $9 million, respectively, and long-term restricted cash balances of $27 million and $29 million, respectively, related to the Lease Agreements in “Restricted cash” on our Condensed Consolidated Balance Sheet. Following the conclusion of the current drilling contract for each Rig, the Cash Sweep will be reduced, requiring us to make prepayments to the Lessors of up to 25% of the Excess Cash Amounts.

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Liabilities Subject to Compromise

3 Months Ended

Mar. 31, 2017

Liabilities Subject to Compromise [Abstract]

LIABILITIES SUBJECT TO COMPROMISE

LIABILITIES SUBJECT TO COMPROMISE

As a result of the filing of the Bankruptcy cases on February 14, 2016, we have classified pre-petition liabilities that are not fully secured and that have at least a possibility of not being repaid at the full claim amount by the Consensual Plan as liabilities subject to compromise in our condensed consolidated financial statements. Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. If there is uncertainty about whether a secured claim is under-secured, or would be impaired under the Consensual Plan, the entire amount of the claim is included in liabilities subject to compromise. The amounts currently classified as liabilities subject to compromise represent Paragon’s current estimate of claims expected to be allowed under the Consensual Plan, if approved. We will continue to evaluate these liabilities during the pendency of the Bankruptcy cases and they may be subject to future adjustments depending on the Bankruptcy Court actions, further development with respect to disputed claims, or other events. Such adjustments may be material.

The Revolving Credit Facility, Senior Notes, and Term Loan Facility will be affected by the Consensual Plan which is subject to confirmation by the Bankruptcy Court. As such, the outstanding balances of these debt instruments and related accrued pre-petition interest (for the Senior Notes only), unamortized debt issuance costs and unamortized discount (for Term Loan Facility only) have been classified as liabilities subject to compromise in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016.

Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed. Although payment of pre-petition claims is generally not permitted, the Bankruptcy Court approved the Debtors’ “first day” motions allowing, among other things, the payment of obligations related to human capital, supplier relations, customer relations, business operations, tax matters, cash management, utilities, case management and retention of professionals. As a result of this approval, the Company continues to pay certain pre-petition claims in designated categories and subject to certain terms and conditions in the ordinary course of business, and we have not classified these liabilities as subject to compromise in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016. This is designed to preserve the value of the Company’s businesses and assets. With respect to pre-petition claims, the Company notified all known claimants of the deadline to file a proof of claim with the Court.

The Company has been paying and intends to continue to pay undisputed post-petition claims in the ordinary course of business. 

The following table reflects pre-petition liabilities that are subject to compromise included in our Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016. See Note 7 - “Debt” for a specific discussion on the debt instruments and related balances subject to compromise:

	March 31,			December 31,
(In thousands)	2017			2016
Revolving Credit Facility	$	709,100		$	709,100
Term Loan Facility	641,875			641,875
Senior Notes due 2022, bearing fixed interest at 6.75% per annum	456,572			456,572
Senior Notes due 2024, bearing fixed interest at 7.25% per annum	527,010			527,010
Interest payable on Senior Notes	37,168			37,168
Debt issuance costs on Revolving Credit Facility	(5,891		)	(5,891		)
Discount and debt issuance costs on Term Loan Facility	(7,259		)	(7,259		)
Debt issuance costs on Senior Notes	(14,012		)	(14,012		)
Liabilities subject to compromise	$	2,344,563		$	2,344,563

REORGANIZATION ITEMS

ASC 852 requires that transactions and events directly associated with the reorganization be distinguished from the ongoing operations of the business. The Company uses “Reorganization items, net” on its Condensed Consolidated Statements of Operations to reflect the net revenues, expenses, gains and losses that are the direct result of the reorganization of the business. The following table summarizes the components included in “Reorganization items, net”:

	Three Months Ended
	March 31,
(In thousands)	2017		2016
Professional fees	$	16,448	$	18,616
Other	2,026		3,226
Total Reorganization items, net	$	18,474	$	21,842

Included in Reorganization items, net for the three months ended March 31, 2017 is approximately $10 million of cash paid for professional fees and $8 million of accrued expenses.

Included in Reorganization items, net for the three months ended March 31, 2016 is approximately $13 million of cash paid for professional fees, $6 million of accrued expenses and $3 million of non-cash amortization associated with the reorganization.

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Reorganization Items

3 Months Ended

Mar. 31, 2017

Reorganizations [Abstract]

REORGANIZATION ITEMS

LIABILITIES SUBJECT TO COMPROMISE

As a result of the filing of the Bankruptcy cases on February 14, 2016, we have classified pre-petition liabilities that are not fully secured and that have at least a possibility of not being repaid at the full claim amount by the Consensual Plan as liabilities subject to compromise in our condensed consolidated financial statements. Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. If there is uncertainty about whether a secured claim is under-secured, or would be impaired under the Consensual Plan, the entire amount of the claim is included in liabilities subject to compromise. The amounts currently classified as liabilities subject to compromise represent Paragon’s current estimate of claims expected to be allowed under the Consensual Plan, if approved. We will continue to evaluate these liabilities during the pendency of the Bankruptcy cases and they may be subject to future adjustments depending on the Bankruptcy Court actions, further development with respect to disputed claims, or other events. Such adjustments may be material.

The Revolving Credit Facility, Senior Notes, and Term Loan Facility will be affected by the Consensual Plan which is subject to confirmation by the Bankruptcy Court. As such, the outstanding balances of these debt instruments and related accrued pre-petition interest (for the Senior Notes only), unamortized debt issuance costs and unamortized discount (for Term Loan Facility only) have been classified as liabilities subject to compromise in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016.

Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed. Although payment of pre-petition claims is generally not permitted, the Bankruptcy Court approved the Debtors’ “first day” motions allowing, among other things, the payment of obligations related to human capital, supplier relations, customer relations, business operations, tax matters, cash management, utilities, case management and retention of professionals. As a result of this approval, the Company continues to pay certain pre-petition claims in designated categories and subject to certain terms and conditions in the ordinary course of business, and we have not classified these liabilities as subject to compromise in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016. This is designed to preserve the value of the Company’s businesses and assets. With respect to pre-petition claims, the Company notified all known claimants of the deadline to file a proof of claim with the Court.

The Company has been paying and intends to continue to pay undisputed post-petition claims in the ordinary course of business. 

The following table reflects pre-petition liabilities that are subject to compromise included in our Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016. See Note 7 - “Debt” for a specific discussion on the debt instruments and related balances subject to compromise:

	March 31,			December 31,
(In thousands)	2017			2016
Revolving Credit Facility	$	709,100		$	709,100
Term Loan Facility	641,875			641,875
Senior Notes due 2022, bearing fixed interest at 6.75% per annum	456,572			456,572
Senior Notes due 2024, bearing fixed interest at 7.25% per annum	527,010			527,010
Interest payable on Senior Notes	37,168			37,168
Debt issuance costs on Revolving Credit Facility	(5,891		)	(5,891		)
Discount and debt issuance costs on Term Loan Facility	(7,259		)	(7,259		)
Debt issuance costs on Senior Notes	(14,012		)	(14,012		)
Liabilities subject to compromise	$	2,344,563		$	2,344,563

REORGANIZATION ITEMS

ASC 852 requires that transactions and events directly associated with the reorganization be distinguished from the ongoing operations of the business. The Company uses “Reorganization items, net” on its Condensed Consolidated Statements of Operations to reflect the net revenues, expenses, gains and losses that are the direct result of the reorganization of the business. The following table summarizes the components included in “Reorganization items, net”:

	Three Months Ended
	March 31,
(In thousands)	2017		2016
Professional fees	$	16,448	$	18,616
Other	2,026		3,226
Total Reorganization items, net	$	18,474	$	21,842

Included in Reorganization items, net for the three months ended March 31, 2017 is approximately $10 million of cash paid for professional fees and $8 million of accrued expenses.

Included in Reorganization items, net for the three months ended March 31, 2016 is approximately $13 million of cash paid for professional fees, $6 million of accrued expenses and $3 million of non-cash amortization associated with the reorganization.

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Condensed Combined Debtor-In-Possession Financial Information

3 Months Ended

Mar. 31, 2017

Condensed Financial Information of Debtor in Possession Disclosure [Abstract]

CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION

CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION

The financial statements below represent the condensed combined financial statements of the Debtors. Effective January 1, 2016, the Non-Filing entities are accounted for as non-consolidated subsidiaries in these financial statements and, as such, their net earnings are included as “Equity in earnings of Non-Filing entities, net of tax” in the Debtors’ Condensed Combined Statement of Operations and their net assets are included as “Investment in Non-Filing entities” in the Debtors’ Condensed Combined Balance Sheet.

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the Non-Filing entities have not been eliminated in the Debtors’ financial statements.

DEBTORS’ CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)

(In thousands)

	Three Months Ended
	March 31,
	2017			2016
Operating revenues
Contract drilling services	$	27,910		$	200,322
Reimbursables and other	3,039			17,098
	30,949			217,420
Operating costs and expenses
Contract drilling services	42,687			104,428
Reimbursables	810			12,568
Depreciation and amortization	24,792			66,075
General and administrative	8,099			10,472
Loss on impairments	391			—
	76,779			193,543
Operating loss before interest, reorganization items and income taxes	(45,830		)	23,877
Interest expense, net (contractual interest of $33,131 and $31,207 for the three months ended March 31, 2017 and 2016)	(14,966		)	(22,118		)
Other, net	1,251			794
Reorganization items, net	(18,474		)	(19,454		)
Loss before income taxes	(78,019		)	(16,901		)
Income tax provision	(2,222		)	(1,183		)
Net loss	(80,241		)	(18,084		)
Equity in earnings of Non-Filing entities, net of tax	9,825			12,874
Net loss attributable to Paragon	$	(70,416	)	$	(5,210	)

DEBTORS’ CONDENSED COMBINED BALANCE SHEET

(Unaudited)

(In thousands)

	March 31,			December 31,
	2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	497,488		$	553,238
Accounts receivable, net of allowance for doubtful accounts of $25 million at March 31, 2017 and December 31, 2016, respectively	32,942			48,861
Accounts receivable from Non-Filing entities	723,010			647,657
Prepaid and other current assets	37,808			33,228
Total current assets	1,291,248			1,282,984
Investment in Non-Filing entities	1,057,476			1,074,335
Notes receivable from Non-Filing entities	63,671			58,759
Property and equipment, at cost	1,798,997			1,809,120
Accumulated depreciation	(1,499,594		)	(1,481,209		)
Property and equipment, net	299,403			327,911
Other assets	24,283			25,974
Total assets	$	2,736,081		$	2,769,963
LIABILITIES AND EQUITY
Current liabilities
Current maturities of debt due to Non-Filing entities	$	3,606		$	3,606
Accounts payable	24,456			32,261
Accounts payable due to Non-Filing entities	1,019,635			941,644
Accrued payroll and related costs	22,002			24,591
Taxes payable	12,734			13,418
Interest payable	284			591
Other current liabilities	15,088			15,993
Total current liabilities	1,097,805			1,032,104
Long-term debt due to Non-Filing entities	2,112			2,112
Deferred income taxes	1,331			2,505
Other liabilities	23,579			24,758
Liabilities subject to compromise	2,344,563			2,344,563
Total liabilities	3,469,390			3,406,042
Equity
Total deficit	(733,309		)	(636,079		)
Total liabilities and equity	$	2,736,081		$	2,769,963

DEBTORS’ CONDENSED COMBINED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Net cash provided by (used in) operating activities	$	(53,539	)	$	74,940
Capital expenditures	(1,780		)	(15,884		)
Change in accrued capital expenditures	(406		)	(5,072		)
Net cash used in investing activities	(2,186		)	(20,956		)
Net cash used in financing activities	(25		)	—
Net change in cash and cash equivalents	(55,750		)	53,984
Cash and cash equivalents, beginning of period	553,238			466,917
Cash and cash equivalents, end of period	$	497,488		$	520,901

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Income Taxes

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

We operate through various subsidiaries in numerous countries throughout the world. Consequently, income taxes have been based on the laws and rates in effect in the countries in which operations are conducted and in which we and our subsidiaries or our Predecessor and its subsidiaries were incorporated or otherwise considered to have a taxable presence. The change in the effective tax rate from period to period is primarily attributable to changes in the profitability or loss mix of our operations in various jurisdictions. As our operations continually change among numerous jurisdictions, and methods of taxation in these jurisdictions vary greatly, there is little direct correlation between the income tax provision or benefit and income or loss before taxes.

The income tax provision was $2 million and $1 million for the three months ended March 31, 2017 and 2016, respectively.

At March 31, 2017, the liabilities related to our unrecognized tax benefits, including estimated accrued interest and penalties, totaled $20 million, and if recognized, would reduce our income tax provision by $20 million. At December 31, 2016, the liabilities related to our unrecognized tax benefits totaled $19 million. It is reasonably possible that our existing liabilities related to our unrecognized tax benefits may increase or decrease in the next twelve months primarily due to the progression of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits.

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Restructuring Charges

3 Months Ended

Mar. 31, 2017

Restructuring and Related Activities [Abstract]

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES

During 2016 and 2017, the Company initiated a workforce reduction program to align the size and composition of Paragon’s workforce with the Company’s expected future operating and capital plans and the Company’s strategy to focus on fewer markets and utilize a smaller fleet. The workforce reduction program was in response to the lack of significant improvement in the drilling market coupled with the Company’s decision to exit operations in certain markets, such as Brazil and Canada. Our management and board of directors approved a workforce reduction across our offshore crews, onshore bases and corporate office.

As related to the workforce reduction for the period ending March 31, 2017, appropriate communications to impacted personnel had been completed. As a result, we recorded restructuring expense of $3 million consisting of employee severance and other termination benefits which were included in “Contract drilling services”, “Labor contract drilling services” and “General and administrative” operating costs and expenses on our Consolidated Statement of Operations for the three months ended March 31, 2017. We paid approximately $4 million in restructuring and employee separation related costs during 2017. We had $6 million and $10 million of accrued restructuring expense consisting of employee severance and other termination benefits in “Accrued payroll and related costs” on our Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, respectively. We expect $2 million of restructuring expense related to the workforce reduction program to be recognized in “Contract drilling services”, “Labor contract drilling services” and “General and administrative” operating costs and expenses during the remainder of 2017.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

Defined Benefit Plans

We sponsor two non-U.S. noncontributory defined benefit pension plans, the Paragon Offshore Enterprise Ltd and the Paragon Offshore Nederland B.V. pension plans, which cover certain Europe-based salaried, non-union employees.

As of January 1, 2017, all active employees under our current defined benefit pension plans were transferred to a defined contribution pension plan as related to their future service. The accrued benefits under the defined benefit plan were frozen and all employees of those plans became deferred members. The transfer to a defined contribution pension plan was accounted for as a curtailment during the year ended December 31, 2016.

For the three months ended March 31, 2017 pension benefit expense related to our frozen defined benefit pension plans, based on actuary estimates, are presented in the table below.

Pension cost includes the following components:

	Three Months Ended
	March 31,
(In thousands)	2017			2016
Service cost	$	18		$	1,174
Interest cost	471			580
Expected return on plan assets	(367		)	(465		)
Amortization of prior service cost	—			(5		)
Amortization of net actuarial loss	10			195
Net pension expense	$	132		$	1,479

During the three months ended March 31, 2017 and 2016, we made no contribution to our frozen defined benefit pension plans.

Defined Contribution and Other Benefit Plans

We sponsor a 401(k) defined contribution plan and a profit sharing plan. Other post-retirement benefit expense related to these other benefit plans included in the accompanying Condensed Consolidated Statements of Operations was $0.7 million and $0.3 million for the three months ended March 31, 2017 and 2016, respectively.

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We have historically entered into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.

We have not entered into any hedging activity during 2017. Depending on market conditions and availability of counterparties, we may elect to utilize short-term forward currency contracts in the future.

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

Our cash and cash equivalents, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Condensed Consolidated Balance Sheets approximate fair value.

Fair Value of Debt

The estimated fair values of our Senior Notes and Term Loan Facility were based on the quoted market prices for similar issues (Level 2 measurement).

The estimated fair value of our Senior Notes due July 15, 2022, excluding debt issuance costs of $6 million for March 31, 2017 and December 31, 2016, respectively, and our Senior Notes due August 15, 2024, excluding debt issuance costs of $8 million for March 31, 2017 and December 31, 2016, respectively, are as follows:

	Subject to Compromise
	March 31, 2017				December 31, 2016
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
6.75% Senior Notes due July 15, 2022	$	456,572	$	83,324	$	456,572	$	83,324
7.25% Senior Notes due August 15, 2024	527,010		99,146		527,010		93,544
Total senior unsecured notes	$	983,582	$	182,470	$	983,582	$	176,868

The estimated fair value of our Term Loan Facility, bearing interest at 5.75% and 5.50%, excluding unamortized discount and debt issuance costs of $7 million for both March 31, 2017 and December 31, 2016, is as follows:

	Subject to Compromise
	March 31, 2017				December 31, 2016
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Term Loan Facility	$	641,875	$	251,336	$	641,875	$	244,113

The carrying amount of our variable-rate debt, the Revolving Credit Facility, which is subject to compromise as of March 31, 2017 and December 31, 2016, approximates fair value as such debt bears short-term, market-based interest rates. We have classified this instrument as Level 2 as valuation inputs used for purposes of determining our fair value disclosure are readily available published LIBOR rates.

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Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the changes in the accumulated balances for each component of “Accumulated other comprehensive loss” (“AOCL”) for the three months ended March 31, 2017 and 2016. All amounts within the tables are shown net of tax.

(In thousands)	Defined Benefit Pension Items (1)			Foreign Currency Items			Total
Balance as of December 31, 2015	$	(20,351	)	$	(21,663	)	$	(42,014	)
Activity during period:
Other comprehensive loss before reclassification	—			2,068			2,068
Amounts reclassified from AOCL	187			—			187
Net other comprehensive income	187			2,068			2,255
Balance as of March 31, 2016	$	(20,164	)	$	(19,595	)	$	(39,759	)
Balance as of December 31, 2016	$	(14,329	)	$	(24,329	)	$	(38,658	)
Activity during period:

Other comprehensive income before reclassification	—			876			876
Amounts reclassified from AOCL	(98		)	—			(98		)
Net other comprehensive income	(98		)	876			778
Balance as of March 31, 2017	$	(14,427	)	$	(23,453	)	$	(37,880	)

(1) Defined benefit pension items relate to actuarial losses, prior service credits, and the amortization of actuarial losses and prior service credits. Reclassifications from AOCL are recognized as expense on our Condensed Consolidated Statements of Operations through either “Contract drilling services” or “General and administrative.” See Note 13, “Employee Benefit Plans” for additional information.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have outstanding commitments, including shipyard and purchase commitments of approximately $582 million at March 31, 2017. Our purchase commitments consist of obligations outstanding to external vendors primarily related to future capital purchases and $579 million due from certain of our Non-Filing entities to Shanghai Waigaoqiao Ship Co. Ltd. (“SWS”) for the construction of three high specification jackups in China. These units are technically complete, however, we have reached agreements with SWS to defer delivery of these units until October 2017 as there are no opportunities to secure acceptable contracts for the assets in the current business environment. Each newbuild has been built pursuant to a contract between one of these Non-Filing entities and SWS, without our parent company guarantee or other direct recourse to any of our other subsidiaries other than the applicable non-filing entity. For us to take delivery of these assets, we would require an acceptable contract to justify the purchase price and suitable financing. In 2017 and 2016, we did not make any payments on the commitments related to the three high specification jackups.

Litigation

We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, the resolution of which, in the opinion of management, will not have a material adverse effect on our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.

Tax Contingencies

We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. As of March 31, 2017, we have received tax audit claims of approximately $382 million, of which $95 million is subject to indemnity by Noble, primarily in Mexico and Brazil, attributable to our income, customs and other business taxes. In addition, as of March 31, 2017, approximately $34 million of tax audit claims in Mexico assessed against Noble are subject to indemnity by us as a result of the Spin-Off. We have contested, or intend to contest, these assessments, including through litigation if necessary. We may also address certain of these claims as part of the resolution of our Bankruptcy cases and subsequent winding up of certain subsidiaries. Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits, and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions. In some cases, we will be required to post a cash deposit as collateral while we defend these claims. We could be required to post such collateral in the near future, and such amounts could be substantial and could have a material adverse effect on our liquidity, financial condition, results of operations and cash flows. We have no surety bonds or letters of credit associated with tax audit claims outstanding as of March 31, 2017.

In January 2015, a subsidiary of Noble received an unfavorable ruling from the Mexican Supreme Court on a tax depreciation position claimed in periods prior to the Spin-Off. Although the ruling does not constitute mandatory jurisprudence in Mexico, it does create potential indemnification exposure for us under the Tax Sharing Agreement with Noble if Noble is ultimately determined to be liable for any amounts. We are presently unable to determine a timeline on this matter, nor are we able to determine the extent of our liability. We have considered this matter under ASC 460, Guarantees, and concluded that our liability under this matter is reasonably possible. Due to these current uncertainties, we are not able to reasonably estimate the magnitude of any liability at this time.

Petrobras has notified us, along with other industry participants that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during the years 2008 and 2009 totaling $89 million, of which $25 million is subject to indemnity by Noble. Petrobras has also notified us that if they must pay such withholding taxes, they will seek reimbursement from us. We believe that we are contractually indemnified by Petrobras for these amounts and dispute the validity of the assessment. We have notified Petrobras of our position. We will, if necessary, vigorously defend our rights. If we were required to pay such reimbursement, however, the amount of such reimbursement could be substantial and could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, a tax law was enacted in Brazil, effective January 1, 2015, that under certain circumstances would impose a 15% to 25% withholding tax on charter hire payments made to a non-Brazilian related party exceeding certain thresholds of total contract value. Although we believe that our operations are not subject to this law, the tax has been withheld at the source by our customer and we have recorded $8 million withholding tax expense since inception of the law. Discussions with our customer over the applicability of this legislation are ongoing.

Litigation with Noble Corporation

On February 12, 2016, we entered into a binding term sheet with Noble with respect to the Noble Settlement Agreement, which we executed on April 29, 2016. The Noble Settlement Agreement would have become effective upon the consummation of the Original Plan, or a plan of reorganization substantially similar thereto, and the satisfaction of certain other conditions precedent as set forth in the Noble Settlement Agreement. Pursuant to the Noble Settlement Agreement, Noble would have provided direct bonding in fulfillment of the requirements necessary to challenge tax assessments in Mexico relating to our business for the tax years 2005 through 2010 (the “Mexican Tax Assessments”). Additionally, pursuant to the Noble Settlement Agreement, Noble would have been responsible for all of the ultimate tax liability for Noble legal entities and 50% of the ultimate tax liability for our legal entities following the defense of the Mexican Tax Assessments. In consideration for this support, we had agreed to release Noble, fully and unconditionally, from any and all claims in relation to the Spin-Off.

On April 21, 2017, we filed our amendment to the New Plan with the Bankruptcy Court. Under the New Plan, we do not intend to seek approval of the Noble Settlement Agreement with the Bankruptcy Court. As a result, on April 21, 2017, Noble terminated the Noble Settlement Agreement.

On May 2, 2017, the Company filed further amendments to the New Plan (the Consensual Plan) and a related disclosure statement with the Bankruptcy Court. Pursuant to the Consensual Plan, the Company’s creditors will pursue litigation against Noble through the establishment of the Litigation Trust, which the Company will fund with the Litigation Loan Amount of up to $10 million. Under the Consensual Plan, the first $10 million of proceeds from the litigation against Noble will be applied to repay the Litigation Loan Amount, and any balance of the first $10 million of proceeds will be shared 50%/50% between the Bondholders and Secured Creditors. Any amounts above the first $10 million of proceeds will be split in a ratio of 75%/25% in favor of the Bondholders.

Other Contingencies

As previously reported, our subsidiary used a commercial agent in Brazil in connection with Petrobras drilling contracts. The agent pleaded guilty in Brazil in connection with the award by Petrobras of a drilling contract to one of our competitors as part of a wider investigation of Petrobras’ business practices. The agent has represented a number of different companies in Brazil over many years, including several offshore drilling contractors. Since mid-2015, we have been conducting an independent review of our relationships with the agent and with Petrobras. Our review to date has found no evidence of wrongdoing by our employees or the commercial agent on our behalf. The SEC and U.S. Department of Justice are aware of our review.

We are currently party to several commercial disputes with a former customer relating to service we performed under our contracts with them. We believe we have a reasonable possibility of loss in these disputes but do not believe our exposure exceeds approximately $15 million.

Insurance

We maintain certain insurance coverage against specified marine perils, which include physical damage and loss of hire for certain units.

We maintain insurance in the geographic areas in which we operate, although pollution, reservoir damage and environmental risks generally are not fully insurable. Our insurance policies and contractual rights to indemnity may not adequately cover our losses or may have exclusions of coverage for some losses. We do not have insurance coverage or rights to indemnity for all risks, including loss of hire insurance on most of the rigs in our fleet or named windstorm perils with respect to our rigs cold-stacked in the U.S. Gulf of Mexico. Uninsured exposures may include expatriate activities prohibited by U.S. laws and regulations, radiation hazards, certain loss or damage to property on board our rigs and losses relating to shore-based terrorist acts or strikes. If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could materially adversely affect our financial position, results of operations or cash flows. Additionally, there can be no assurance that those parties with contractual obligations to indemnify us will necessarily be financially able to indemnify us against all these risks.

Other

As of March 31, 2017, we had letters of credit of $69 million and performance bonds totaling $97 million supported by surety bonds outstanding and backed by $57 million in letters of credit and $9 million held in restricted cash. Certain of our subsidiaries issued guarantees to the temporary import status of rigs or equipment imported into certain countries in which we operated. These guarantees are issued in lieu of payment of custom, value added or similar taxes in those countries.

Separation Agreements

In connection with the Spin-Off, we entered into several definitive agreements with Noble or its subsidiaries that, among other things, set forth the terms and conditions of the Spin-Off and provide a framework for our relationship with Noble after the Spin-Off, including the following agreements:

• Master Separation Agreement;

• Tax Sharing Agreement;

• Employee Matters Agreement;

• Transition Services Agreement relating to services Noble and Paragon will provide to each other on an interim basis; and

• Transition Services Agreement relating to Noble’s Brazil operations.

Pursuant to these agreements with Noble, our Condensed Consolidated Balance Sheets include the following balances due from and to Noble as of March 31, 2017 and December 31, 2016:

	March 31,		December 31,
(In thousands)	2017		2016
Accounts receivable	$	1,007	$	1,149
Other current assets	461		461
Other assets	7,274		7,157
Due from Noble	$	8,742	$	8,767
Accounts payable	$	13	$	211
Other current liabilities	2,403		2,594
Other liabilities	2,527		3,268
Due to Noble	$	4,943	$	6,073

These receivables and payables primarily relate to rights and obligations under the Tax Sharing Agreement and the Transition Services Agreement (Brazil).

Master Separation Agreement

We entered into the Master Separation Agreement with Noble Corporation, a Cayman Islands company and an indirect, wholly-owned subsidiary of Noble (“Noble-Cayman”), which provided for, among other things, the Distribution of our ordinary shares to Noble shareholders and the transfer to us of the assets and the assumption by us of the liabilities relating to our business and the responsibility of Noble for liabilities related to Noble’s, and in certain limited cases, our business. The Master Separation Agreement identified which assets and liabilities constitute our business and which assets and liabilities constitute Noble’s business.

Tax Sharing Agreement

We entered into the Tax Sharing Agreement with Noble, which governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes following the Distribution.

Employee Matters Agreement

We entered into an Employee Matters Agreement with Noble-Cayman to allocate liabilities and responsibilities relating to our employees and their participation in certain compensation and benefit plans maintained by Noble or a subsidiary of Noble. The Employee Matters Agreement provides that, following the Distribution, most of our employee benefits are provided under compensation and benefit plans adopted or assumed by us. In general, our plans are substantially similar to the plans of Noble or its subsidiaries that covered our employees prior to the completion of the Distribution.

Transition Services Agreement

We entered into a Transition Services Agreement with Noble-Cayman pursuant to which Noble-Cayman provides, on a transitional basis, certain administrative and other assistance, generally consistent with the services that Noble provided to us before the Separation, and we provide certain transition services to Noble and its subsidiaries. The charges for the transition services are generally intended to allow the party providing the services to fully recover the costs directly associated with providing the services, plus all out-of-pocket costs and expenses, generally without profit. The charges for each of the transition services generally are based on either a pre-determined flat fee or an allocation of the costs incurred, including certain fees and expenses of third-party service providers. We concluded providing services to Noble, and Noble concluded providing services to us, in the third quarter of 2016.

Transition Services Agreement (Brazil)

We and Noble-Cayman and certain other subsidiaries of Noble entered into a Transition Services Agreement (and a related rig charter) pursuant to which we provide certain transition services to Noble and its subsidiaries in connection with Noble’s Brazil operations. The provision of these rig-based and shore-based support services concluded in the second quarter of 2016 in conjunction with the termination of Noble’s business in Brazil.

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2017

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

SUPPLEMENTAL CASH FLOW INFORMATION

The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:

	Three Months Ended
	March 31,
(In thousands)	2017			2016
Accounts receivable	$	18,643		$	23,471
Other current assets	(4,237		)	4,218
Other assets	862			5,285
Accounts payable and accrued payroll	(17,787		)	(3,966		)
Other current liabilities	(1,981		)	2,960
Other liabilities	(1,232		)	1,081
Prepaid and accrued reorganization items	8,449			9,122
Net change in other assets and liabilities	$	2,717		$	42,171
Supplemental information for non-cash activities:
Accrued capital expenditures	$	1,447		$	4,883
Reclassification of Liabilities subject to compromise	—			1,709,347
Netting of VAT receivables and payables	12,307			—

We made income tax payments, of approximately $2 million and $5 million during the three months ended March 31, 2017 and 2016, respectively.

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Segment and Related Information

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

SEGMENT AND RELATED INFORMATION

SEGMENT AND RELATED INFORMATION

As of March 31, 2017, our contract drilling operations were reported as a single reportable segment, Contract Drilling Services, which reflects how our business is managed, and the fact that all of our drilling fleet is dependent upon the worldwide oil industry. The mobile offshore drilling units that comprise our offshore rig fleet operate in a single, global market for contract drilling services and are often redeployed globally due to changing demands of our customers, which consisted largely of major non-U.S. and government owned/controlled oil and gas companies throughout the world. Our contract drilling services segment is able to conduct contract drilling operations in the North Sea, the Middle East, India, Brazil, Mexico, West Africa and Southeast Asia. Under the Consensual Plan, if approved, we will focus on the markets of the North Sea, the Middle East and India.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

New Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), which creates ASC Topic 606, Revenue from Contracts with Customers and supersedes the revenue recognition requirements in Topic 605 and industry-specific standards that currently exist under U.S. GAAP. The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. In March, April, May and November 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients, andASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively. These updates clarify important aspects of the guidance and improve its operability and implementation. ASC Topic 606 is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. We are evaluating the provisions of ASU 2014-09, concurrently with the provisions of ASU 2016-02 (defined below) since we have determined that our drilling contracts contain a lease component, and our adoption of ASU 2016-02, therefore, will require that we separately recognize revenues associated with lease and nonlease components. Nonlease components or the provision of contract drilling services will be accounted for under ASU 2014-09. We are in the process of reviewing our revenue streams under these ASUs and have identified a subset of contracts that we believe are representative of our operations and have initiated an analysis of the related performance obligations and pricing arrangements in such contracts.  We are still evaluating methods of adoption and what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures which will be based on contract-specific facts and circumstances that could introduce variability to the timing of our revenue recognition relative to current accounting standards.

In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, Leases (“ASU 2016-02”). This ASU requires an entity to separate lease components from nonlease components in a contract. The lease components would be accounted for under ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability for capital and operating leases with lease terms greater than twelve months. Lessors must align certain requirements with the updates to lessee accounting standards and potentially derecognize a leased asset and recognize a net investment in the lease. This ASU also requires key qualitative and quantitative disclosures by lessees and lessors to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This update is effective for financial statements issued for annual reporting periods beginning after December 15, 2018, and interim reporting periods within that reporting period. Early adoption is permitted. A modified retrospective approach is required. Under this ASU, we have determined that our drilling contracts contain a lease component, and our adoption, therefore, will require that we separately recognize revenues associated with the lease and service components. We are evaluating the provisions of ASU 2016-02, concurrently with the provisions of ASU 2014-09 and expect to adopt both updates concurrently with an effective date of January 1, 2018. We are still evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In June 2016, the FASB issued ASU No. 2016-13, which creates ASC Topic 326, Financial Instruments - Credit Losses. The new guidance introduces new accounting models for expected credit losses on financial instruments and applies to: (1) loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The scope of the new guidance is broad and is designed to improve the current accounting models for the impairment of financial assets. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2018, and interim periods within that reporting period. A modified retrospective approach is required. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In August 2016 the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB’s Emerging Issues Task Force. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU addresses how the following cash transactions are presented: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investments; and (7) beneficial interests in securitization transactions. The ASU also addresses how to present cash receipts and cash payments that have aspects of multiple cash flow classifications. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We do not expect that our adoption will have a material impact on our cash flows or financial disclosures.

In October 2016 the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this ASU eliminate the exception for an intra-entity transfer of an asset other than inventory. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been made available for issuance. This ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has elected early adoption of this guidance on a modified retrospective basis. Early adoption had no impact on prior periods as reported in our financial statements for the quarter ended March 31, 2017.

In November 2016 the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. The new guidance is intended to reduce diversity in practice on the presentation of restricted cash in the statement of cash flows. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted, including adoption in an interim period. This ASU should be applied using a retrospective transition method to each period presented. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In January 2017 the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business. The objective of this ASU is to add guidance that will assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses and may affect many areas of accounting including acquisitions, disposals, goodwill and consolidations. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. We do not expect that our adoption will have a material impact on our financial condition, results of operations, cash flows or financial disclosures and the impact will be based on whether it is necessary for us to determine if we have acquired or sold a business in any period after the effective date.

In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecogntion Guidance and Accounting for Partial Sales of Nonfinancial Assets which will be effective at the same time as ASC Topic 606. ASU No. 2017-05 clarifies the scope, definition and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and adds guidance for partial sales of nonfinancial assets. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2017 the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this update require that an employer disaggregate the service cost component from the other components of net benefit cost and provide guidance on how to present the service cost component and the other components of net benefit cost in the income statement. The guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. The amendment for the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost should be applied retrospectively. We do not expect that our adoption will have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

Reorganization Accounting

In connection with filing chapter 11 of the Bankruptcy Code on February 14, 2016, the Company is subject to the requirements of ASC 852. ASC852 is applicable to companies under bankruptcy protection and requires amendments to the presentation of key financial statement line items. ASC 852 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Bankruptcy cases distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization of the business must be reported separately as reorganization items in the consolidated statements of operations for the three months ended March 31, 2017. The balance sheet must distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities subject to compromise are pre-petition obligations that are not fully secured and that have at least a possibility of not being repaid at the full claim amount by the plan of reorganization. Liabilities subject to compromise must be reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts as a result of the plan of reorganization.

Revenue Recognition

Our typical dayrate drilling contracts require our performance of a variety of services for a specified period of time. We determine progress towards completion of the contract by measuring efforts expended and the cost of services required to perform under a drilling contract, as the basis for our revenue recognition. Revenues generated from our dayrate basis drilling contracts and labor contracts are recognized on a per day basis as services are performed and begin upon the contract commencement, as defined under the specified drilling or labor contract. Dayrate revenues are typically earned, and contract drilling expenses are typically incurred ratably over the term of our drilling contracts. We review and monitor our performance under our drilling contracts to confirm the basis for our revenue recognition. Revenues from bonuses are recognized when earned.

It is typical in our dayrate drilling contracts to receive compensation and incur costs for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities.

Restricted Cash

Restricted cash consists of both cash held to satisfy the requirements of our Sale-Leaseback Transaction (as described in Note 7 - “Debt”), which was executed in 2015 and cash collateral for an outstanding performance bond.

Under the terms of the Lease Agreements (as defined in Note 7 - “Debt”) we are required to maintain three cash reserve accounts: a capital expenditure reserve account, an operating reserve account and a rental reserve account.

The capital expenditure reserve is available specifically for special survey costs (3-5 year surveys) provided that we replenish any amount withdrawn within twelve months from the date of the withdrawal.  This cash is available to us, for a designated purpose, in the short-term, and therefore the restricted cash balance is included in short-term “Restricted cash” on our Condensed Consolidated Balance Sheet. The short-term restricted cash balance also includes funds accumulated in an operating reserve account used for payment of monthly operating expenses under the terms of the Lease Agreements. Our short-term restricted cash was $11 million and $9 million as of March 31, 2017 and December 31, 2016, respectively.

The rental reserve account is the minimum amount established under the Lease Agreements which we are required to maintain on reserve at all times during the lease period. The balance in the account increases with periodic deposits of operating revenue in excess of allowed operating expenses. Any amount of cash in the account in excess of the minimum balance required on reserve is to be used repay our long-term debt obligation related to the Sale-Leaseback Transaction.

Allowance for Doubtful Accounts

We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. The Company monitors the accounts receivable from its customers for any collectability issues. An allowance for doubtful accounts is established based on reviews of individual customer accounts, recent loss experience, current economic conditions, and other pertinent factors.

Long-Lived Assets

Property and equipment is stated at cost. Major replacements and improvements are capitalized. When assets are sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and the gain or loss is recognized. Property and equipment are depreciated using the straight-line method over their estimated useful lives as of the date placed in service or date of major refurbishment.

Scheduled maintenance of equipment is performed based on the number of hours operated in accordance with our preventative maintenance program. Routine repair and maintenance costs are charged to expense as incurred.

The estimated useful lives of our property and equipment are as follows:

	Years
Drilling rigs	7 - 30
Drilling machinery and equipment	3 - 5
Other	3 - 10

The amount of depreciation expense we record is dependent upon certain assumptions, including an asset’s estimated useful life, rate of consumption and corresponding salvage value. We periodically review these assumptions and may change one or more of these assumptions. Changes in our assumptions may require us to recognize, on a prospective basis, increased or decreased depreciation expense.

Impairment of Long-Lived Assets

We evaluate the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization. For property and equipment whose carrying values are determined not to be recoverable, we calculate an impairment loss as a difference between the fair value and carrying amount. We estimate the fair values by applying either an income approach, using projected discounted cash flows, or a market approach.

We assess the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable (such as, but not limited to, cold stacking a rig, the expectation of cold stacking a rig in the near term, a decision to retire or scrap a rig, or excess spending over budget on a newbuild, construction project or major rig upgrade). For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization. For property and equipment whose carrying values are determined not to be recoverable, we calculate an impairment loss as a difference between the fair value and carrying amount. We estimate the fair values by applying either an income approach, using projected discounted cash flows, or a market approach. Estimates of discounted future cash flows typically include (i) discrete financial forecasts, which rely on management’s estimates of revenue and operating expenses, (ii) long-term growth rates, and (iii) estimates of useful lives of the assets. Such estimates of future discounted cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. In a market approach, the fair value would be based on unobservable third-party estimated prices that would be received in exchange for the assets in an orderly transaction between market participants.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Property, Plant and Equipment

The estimated useful lives of our property and equipment are as follows:

	Years
Drilling rigs	7 - 30
Drilling machinery and equipment	3 - 5
Other	3 - 10

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Shares Available for Issuance and Outstanding Restricted Stock Units

Shares available for issuance and outstanding restricted stock units under our two equity incentive plans as of March 31, 2017 are as follows (excluding the impact of cash-settled awards):

(In shares)	Employee Plan	Director Plan
Shares available for future awards or grants	5,580,201	434,048
Outstanding unvested restricted stock units	1,461,377	—

Summary of Restricted Stock Activity

A summary of restricted stock activity for the three months ended March 31, 2017 is as follows:

	TVRSU’s Outstanding		TVRSU Weighted Average Grant-Date Fair Value		CS-TVRSU’s Outstanding		Share Price (1)		PVRSU’s Outstanding (2)		PVRSU Weighted Average Grant-Date Fair Value
Outstanding as of December 31, 2016	1,910,893		$	5.31	1,292,601				602,219		$	5.39
Vested	(842,282	)	5.18		(530,604	)			—		—
Forfeited (3)	(17,979	)	11.00		(250,190	)			(191,474	)	11.00
Outstanding as of March 31, 2017	1,050,632		$	5.33	511,807		$	0.05	410,745		$	2.78

(1) The share price represents the closing price of our shares on March 31, 2017 at which our CS-TVRSU’s are measured.

(2) In the three months ended March 31, 2017, 191,474 PVRSU’s were forfeited as a result of the Company not achieving the thresholds for vesting based on annualized ROCE performance over the term of the awards. For the remaining 410,745 PVRSU’s outstanding, the share amount equals the units that would vest if the “target” level of performance is achieved based on the degree of achievement of the Company’s TSR, relative to a peer group of companies. The minimum number of units is zero and the “maximum” level of performance is 200% of the target amount.

(3) In accordance with ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, the Company has elected to account for forfeitures when they occur. This election had no impact on our financial statements for the three months ended March 31, 2017.

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Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table includes the computation of basic and diluted net loss and loss per share:

	Three Months Ended
	March 31,
(In thousands, except per share amounts)	2017			2016
Allocation of loss - basic and diluted
Net loss	$	(70,416	)	$	(5,210	)
Earnings allocated to unvested share-based payment awards	—			—
Net loss attributable to ordinary shareholders - basic and diluted	$	(70,416	)	$	(5,210	)
Weighted average shares outstanding
Basic and diluted	88,747			86,598
Weighted average unvested share-based payment awards	1,885			5,944
Loss per share
Basic and diluted	$	(0.79	)	$	(0.06	)

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Debt (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Schedule of Long-term Debt

A summary of long-term debt as of March 31, 2017 and December 31, 2016 is as follows:

	March 31,			December 31,
(In thousands)	2017			2016
Revolving Credit Facility (1)	$	—		$	—
Term Loan Facility, bearing interest of 5.75% and 5.5% as of March 31, 2017 and December 31, 2016, respectively(1)	—			—
Senior Notes due 2022, bearing fixed interest at 6.75% per annum(1)	—			—
Senior Notes due 2024, bearing fixed interest at 7.25% per annum(1)	—			—
Sale-Leaseback Transaction	185,691			196,418
Unamortized debt issuance costs	(667		)	(718		)
Total debt	185,024			195,700
Less: Current maturities of long-term debt	(29,694		)	(29,737		)
Long-term debt	$	155,330		$	165,963

(1) See Note 8 - “Liabilities Subject to Compromise” for each of the respective March 31, 2017 balances identified above.

Schedule of Future Minimum Lease Payments for Capital Leases

The following table includes our total minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5.

(In millions)	2017		2018		2019		2020		Thereafter		Total
Minimum annual rental payments	$	34	$	32	$	31	$	119	$	—	$	216

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Liabilities Subject to Compromise (Tables)

3 Months Ended

Mar. 31, 2017

Liabilities Subject to Compromise [Abstract]

Schedule of Liabilities Subject to Compromise

The following table reflects pre-petition liabilities that are subject to compromise included in our Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016. See Note 7 - “Debt” for a specific discussion on the debt instruments and related balances subject to compromise:

	March 31,			December 31,
(In thousands)	2017			2016
Revolving Credit Facility	$	709,100		$	709,100
Term Loan Facility	641,875			641,875
Senior Notes due 2022, bearing fixed interest at 6.75% per annum	456,572			456,572
Senior Notes due 2024, bearing fixed interest at 7.25% per annum	527,010			527,010
Interest payable on Senior Notes	37,168			37,168
Debt issuance costs on Revolving Credit Facility	(5,891		)	(5,891		)
Discount and debt issuance costs on Term Loan Facility	(7,259		)	(7,259		)
Debt issuance costs on Senior Notes	(14,012		)	(14,012		)
Liabilities subject to compromise	$	2,344,563		$	2,344,563

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Reorganization Items (Tables)

3 Months Ended

Mar. 31, 2017

Reorganizations [Abstract]

Schedule of Reorganization Items

The following table summarizes the components included in “Reorganization items, net”:

	Three Months Ended
	March 31,
(In thousands)	2017		2016
Professional fees	$	16,448	$	18,616
Other	2,026		3,226
Total Reorganization items, net	$	18,474	$	21,842

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Condensed Combined Debtor-In-Possession Financial Information (Tables)

3 Months Ended

Mar. 31, 2017

Condensed Financial Information of Debtor in Possession Disclosure [Abstract]

Debtors' Condensed Combined Statement of Operations

DEBTORS’ CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)

(In thousands)

	Three Months Ended
	March 31,
	2017			2016
Operating revenues
Contract drilling services	$	27,910		$	200,322
Reimbursables and other	3,039			17,098
	30,949			217,420
Operating costs and expenses
Contract drilling services	42,687			104,428
Reimbursables	810			12,568
Depreciation and amortization	24,792			66,075
General and administrative	8,099			10,472
Loss on impairments	391			—
	76,779			193,543
Operating loss before interest, reorganization items and income taxes	(45,830		)	23,877
Interest expense, net (contractual interest of $33,131 and $31,207 for the three months ended March 31, 2017 and 2016)	(14,966		)	(22,118		)
Other, net	1,251			794
Reorganization items, net	(18,474		)	(19,454		)
Loss before income taxes	(78,019		)	(16,901		)
Income tax provision	(2,222		)	(1,183		)
Net loss	(80,241		)	(18,084		)
Equity in earnings of Non-Filing entities, net of tax	9,825			12,874
Net loss attributable to Paragon	$	(70,416	)	$	(5,210	)

Debtor Condensed Combined Balance Sheet

DEBTORS’ CONDENSED COMBINED BALANCE SHEET

(Unaudited)

(In thousands)

	March 31,			December 31,
	2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	497,488		$	553,238
Accounts receivable, net of allowance for doubtful accounts of $25 million at March 31, 2017 and December 31, 2016, respectively	32,942			48,861
Accounts receivable from Non-Filing entities	723,010			647,657
Prepaid and other current assets	37,808			33,228
Total current assets	1,291,248			1,282,984
Investment in Non-Filing entities	1,057,476			1,074,335
Notes receivable from Non-Filing entities	63,671			58,759
Property and equipment, at cost	1,798,997			1,809,120
Accumulated depreciation	(1,499,594		)	(1,481,209		)
Property and equipment, net	299,403			327,911
Other assets	24,283			25,974
Total assets	$	2,736,081		$	2,769,963
LIABILITIES AND EQUITY
Current liabilities
Current maturities of debt due to Non-Filing entities	$	3,606		$	3,606
Accounts payable	24,456			32,261
Accounts payable due to Non-Filing entities	1,019,635			941,644
Accrued payroll and related costs	22,002			24,591
Taxes payable	12,734			13,418
Interest payable	284			591
Other current liabilities	15,088			15,993
Total current liabilities	1,097,805			1,032,104
Long-term debt due to Non-Filing entities	2,112			2,112
Deferred income taxes	1,331			2,505
Other liabilities	23,579			24,758
Liabilities subject to compromise	2,344,563			2,344,563
Total liabilities	3,469,390			3,406,042
Equity
Total deficit	(733,309		)	(636,079		)
Total liabilities and equity	$	2,736,081		$	2,769,963

Debtor Condensed Combined Statement of Cash Flows

DEBTORS’ CONDENSED COMBINED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017			2016
Net cash provided by (used in) operating activities	$	(53,539	)	$	74,940
Capital expenditures	(1,780		)	(15,884		)
Change in accrued capital expenditures	(406		)	(5,072		)
Net cash used in investing activities	(2,186		)	(20,956		)
Net cash used in financing activities	(25		)	—
Net change in cash and cash equivalents	(55,750		)	53,984
Cash and cash equivalents, beginning of period	553,238			466,917
Cash and cash equivalents, end of period	$	497,488		$	520,901

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs

Pension cost includes the following components:

	Three Months Ended
	March 31,
(In thousands)	2017			2016
Service cost	$	18		$	1,174
Interest cost	471			580
Expected return on plan assets	(367		)	(465		)
Amortization of prior service cost	—			(5		)
Amortization of net actuarial loss	10			195
Net pension expense	$	132		$	1,479

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The estimated fair value of our Senior Notes due July 15, 2022, excluding debt issuance costs of $6 million for March 31, 2017 and December 31, 2016, respectively, and our Senior Notes due August 15, 2024, excluding debt issuance costs of $8 million for March 31, 2017 and December 31, 2016, respectively, are as follows:

	Subject to Compromise
	March 31, 2017				December 31, 2016
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
6.75% Senior Notes due July 15, 2022	$	456,572	$	83,324	$	456,572	$	83,324
7.25% Senior Notes due August 15, 2024	527,010		99,146		527,010		93,544
Total senior unsecured notes	$	983,582	$	182,470	$	983,582	$	176,868

The estimated fair value of our Term Loan Facility, bearing interest at 5.75% and 5.50%, excluding unamortized discount and debt issuance costs of $7 million for both March 31, 2017 and December 31, 2016, is as follows:

	Subject to Compromise
	March 31, 2017				December 31, 2016
(In thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Term Loan Facility	$	641,875	$	251,336	$	641,875	$	244,113

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table sets forth the changes in the accumulated balances for each component of “Accumulated other comprehensive loss” (“AOCL”) for the three months ended March 31, 2017 and 2016. All amounts within the tables are shown net of tax.

(In thousands)	Defined Benefit Pension Items (1)			Foreign Currency Items			Total
Balance as of December 31, 2015	$	(20,351	)	$	(21,663	)	$	(42,014	)
Activity during period:
Other comprehensive loss before reclassification	—			2,068			2,068
Amounts reclassified from AOCL	187			—			187
Net other comprehensive income	187			2,068			2,255
Balance as of March 31, 2016	$	(20,164	)	$	(19,595	)	$	(39,759	)
Balance as of December 31, 2016	$	(14,329	)	$	(24,329	)	$	(38,658	)
Activity during period:

Other comprehensive income before reclassification	—			876			876
Amounts reclassified from AOCL	(98		)	—			(98		)
Net other comprehensive income	(98		)	876			778
Balance as of March 31, 2017	$	(14,427	)	$	(23,453	)	$	(37,880	)

(1) Defined benefit pension items relate to actuarial losses, prior service credits, and the amortization of actuarial losses and prior service credits. Reclassifications from AOCL are recognized as expense on our Condensed Consolidated Statements of Operations through either “Contract drilling services” or “General and administrative.” See Note 13, “Employee Benefit Plans” for additional information.

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Related Party Transactions

Pursuant to these agreements with Noble, our Condensed Consolidated Balance Sheets include the following balances due from and to Noble as of March 31, 2017 and December 31, 2016:

	March 31,		December 31,
(In thousands)	2017		2016
Accounts receivable	$	1,007	$	1,149
Other current assets	461		461
Other assets	7,274		7,157
Due from Noble	$	8,742	$	8,767
Accounts payable	$	13	$	211
Other current liabilities	2,403		2,594
Other liabilities	2,527		3,268
Due to Noble	$	4,943	$	6,073

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2017

Supplemental Cash Flow Elements [Abstract]

Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities

The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:

	Three Months Ended
	March 31,
(In thousands)	2017			2016
Accounts receivable	$	18,643		$	23,471
Other current assets	(4,237		)	4,218
Other assets	862			5,285
Accounts payable and accrued payroll	(17,787		)	(3,966		)
Other current liabilities	(1,981		)	2,960
Other liabilities	(1,232		)	1,081
Prepaid and accrued reorganization items	8,449			9,122
Net change in other assets and liabilities	$	2,717		$	42,171
Supplemental information for non-cash activities:
Accrued capital expenditures	$	1,447		$	4,883
Reclassification of Liabilities subject to compromise	—			1,709,347
Netting of VAT receivables and payables	12,307			—

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Organization, Current Events, and Basis of Presentation (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($) rig
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of jackups	34
Number of heavy duty jackups	2
Number of drillships	4
Number of semisubmersibles	1
Contract backlog | $	$ 183

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Organization, Current Events, and Basis of Presentation - Additional Information (Details) - USD ($)		8 Months Ended
	Feb. 07, 2017	Dec. 31, 2017	Apr. 21, 2017	Mar. 31, 2017	Dec. 31, 2016	Aug. 05, 2016	Feb. 12, 2016	Jul. 18, 2014
Loss Contingencies [Line Items]
Long-term debt				$ 185,024,000	$ 195,700,000
Extinguishment of debt	$ 2,400,000,000
Subsequent Event | Forecast
Loss Contingencies [Line Items]
Extinguishment of debt		$ 2,400,000,000
Tax Assessments | Mexican Tax Assessments
Loss Contingencies [Line Items]
Percentage of predecessor tax liability				50.00%
Litigation Loan Amount | Subsequent Event | Forecast
Loss Contingencies [Line Items]
Debt face amount		10,000,000
Secured Lenders
Loss Contingencies [Line Items]
Amount of obligations to settle in cash	$ 418,000,000
Percentage of total new equity distributions	58.00%
Secured Lenders | Subsequent Event | Forecast
Loss Contingencies [Line Items]
Amount of obligations to settle in cash		$ 410,000,000
Percentage of total new equity distributions		50.00%
Percentage of remaining proceeds		50.00%
Percentage of additional proceeds		25.00%
Bondholders
Loss Contingencies [Line Items]
Amount of obligations to settle in cash	$ 47,000,000
Percentage of total new equity distributions	42.00%
Bondholders | Subsequent Event | Forecast
Loss Contingencies [Line Items]
Amount of obligations to settle in cash		$ 105,000,000
Percentage of total new equity distributions		50.00%
Percentage of remaining proceeds		50.00%
Percentage of additional proceeds		75.00%
Senior Notes
Loss Contingencies [Line Items]
Percentage of borrowings outstanding						69.00%	77.00%
Long-term debt				$ 1,000,000,000
Debt face amount								$ 1,080,000,000.00
Senior Notes | 6.75% Senior Notes due July 15, 2022
Loss Contingencies [Line Items]
Long-term debt							$ 457,000,000
Stated interest rate				6.75%	6.75%		6.75%	6.75%
Debt face amount								$ 500,000,000
Senior Notes | 6.75% Senior Notes due July 15, 2022 | Subsequent Event
Loss Contingencies [Line Items]
Stated interest rate			6.75%
Senior Notes | 7.25% Senior Notes due August 15, 2024
Loss Contingencies [Line Items]
Long-term debt							$ 527,000,000
Stated interest rate				7.25%	7.25%		7.25%	7.25%
Debt face amount								$ 580,000,000
Senior Notes | 7.25% Senior Notes due August 15, 2024 | Subsequent Event
Loss Contingencies [Line Items]
Stated interest rate			7.25%
Senior Notes | New Plan Takeback Debt
Loss Contingencies [Line Items]
Debt face amount	$ 85,000,000
Senior Notes | New Plan Takeback Debt | Subsequent Event | Forecast
Loss Contingencies [Line Items]
Debt face amount		$ 85,000,000
Line of Credit | Acquired Senior Credit Facility
Loss Contingencies [Line Items]
Percentage of borrowings outstanding							96.00%

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Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Other Current Liabilities and Other Noncurrent Liabilities
Revenue Recognition, Milestone Method [Line Items]
Deferred revenue under drilling contracts	$ 7	$ 9
Prepaid and Other Current Assets and Noncurrent Other Assets
Revenue Recognition, Milestone Method [Line Items]
Deferred expenses under drilling contracts	$ 2	$ 3

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Summary of Significant Accounting Policies - Restricted Cash (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) account	Dec. 31, 2016 USD ($)
Restricted Cash and Cash Equivalents Items [Line Items]
Number of cash reserve accounts required to maintain under terms of lease agreements | account	3
Restricted cash, current	$ 11,457	$ 8,707
Cash collateral for borrowed securities	9,000	9,000
Restricted cash, noncurrent	$ 36,049	$ 37,880
Minimum
Restricted Cash and Cash Equivalents Items [Line Items]
Capital expenditure reserve, survey period	3 years
Maximum
Restricted Cash and Cash Equivalents Items [Line Items]
Capital expenditure reserve, survey period	5 years

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Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 26,000,000		$ 25,000,000
Bad debt expense	238,000	$ 0
Recoveries for doubtful accounts	$ 0	$ 0

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Summary of Significant Accounting Policies - Long-lived Assets and Impairments (Details)	3 Months Ended
	Mar. 31, 2017
Drilling rigs | Minimum
Property, Plant and Equipment [Line Items]
Useful life for property, plant and equipment	7 years
Drilling rigs | Maximum
Property, Plant and Equipment [Line Items]
Useful life for property, plant and equipment	30 years
Drilling machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life for property, plant and equipment	3 years
Drilling machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life for property, plant and equipment	5 years
Other | Minimum
Property, Plant and Equipment [Line Items]
Useful life for property, plant and equipment	3 years
Other | Maximum
Property, Plant and Equipment [Line Items]
Useful life for property, plant and equipment	10 years

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Property and Equipment and Other Assets - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 2,334,834	$ 2,336,504
Less: Accumulated depreciation	(1,516,497)	(1,496,006)
Less: Accumulated amortization under Sale-Leaseback Transaction	(32,531)	(27,726)
Property and equipment, net	785,806	812,772
Drilling rigs
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	1,457,907	1,463,199
Drilling rigs under Sale-Leaseback Transaction
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	469,747	469,018
Drilling machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	348,164	345,172
Other
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 59,016	$ 59,115

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Property and Equipment and Other Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 30,575,000	$ 71,906,000
Depreciation of underwater inspection in lieu of drydocking costs	1,000,000	4,000,000
Capital expenditures	3,017,000	17,866,000
Capital expenditures in accounts payable	1,000,000	5,000,000
Loss on Impairment
Loss on impairments	391,000	0
Drilling rigs
Loss on Impairment
Loss on impairments	$ 400,000	$ 0

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Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	0
Share-based compensation costs	$ 600
Time-Vested Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Unrecognized share-based amortization	$ 2,000
RSU weighted-average period of recognition	8 months 12 days
Outstanding unvested restricted stock units (in shares)	1,050,632	1,910,893
Cash Settlement Time-Vested Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Unrecognized share-based amortization	$ 21
RSU weighted-average period of recognition	10 months 24 days
Outstanding unvested restricted stock units (in shares)	511,807	1,292,601
Performance-Vested Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based amortization	$ 100
RSU weighted-average period of recognition	9 months 18 days
Outstanding unvested restricted stock units (in shares)	410,745	602,219
Performance-Vested Restricted Shares - TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding unvested restricted stock units (in shares)	410,745

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Share-Based Compensation - Shares Available for Issuance and Outstanding Restricted Stock Units (Details)	3 Months Ended
	Mar. 31, 2017 incentive_plan shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock incentive plans | incentive_plan	2
Employee Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future awards or grants (in shares)	5,580,201
Employee Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding unvested restricted stock units (in shares)	1,461,377
Director Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future awards or grants (in shares)	434,048
Director Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding unvested restricted stock units (in shares)	0

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Share-Based Compensation - Restricted Stock Activity (Details)	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Time-Vested Restricted Shares
RSU's Outstanding
Outstanding as of beginning of period (in shares)	1,910,893
Vested (in shares)	(842,282)
Forfeited (in shares)	(17,979)
Outstanding as of end of period (in shares)	1,050,632
TVRSU Weighted Average Grant-Date Fair Value
Outstanding as of beginning of period (in dollars per shares) | $ / shares	$ 5.31
Vested (in dollars per share) | $ / shares	5.18
Forfeited (in dollars per share) | $ / shares	11.00
Outstanding as of end of period (in dollars per share) | $ / shares	$ 5.33
Cash Settlement Time-Vested Restricted Shares
RSU's Outstanding
Outstanding as of beginning of period (in shares)	1,292,601
Vested (in shares)	(530,604)
Forfeited (in shares)	(250,190)
Outstanding as of end of period (in shares)	511,807
Share Price
Share price, end of period (in dollars per share) | $ / shares	$ 0.05
Performance-Vested Restricted Shares
RSU's Outstanding
Outstanding as of beginning of period (in shares)	602,219
Vested (in shares)	0
Forfeited (in shares)	(191,474)
Outstanding as of end of period (in shares)	410,745
TVRSU Weighted Average Grant-Date Fair Value
Outstanding as of beginning of period (in dollars per shares) | $ / shares	$ 5.39
Vested (in dollars per share) | $ / shares	0.00
Forfeited (in dollars per share) | $ / shares	11.00
Outstanding as of end of period (in dollars per share) | $ / shares	$ 2.78
Performance-Vested Restricted Shares - ROCE
RSU's Outstanding
Outstanding as of end of period (in shares)	191,474
Performance-Vested Restricted Shares - TSR
RSU's Outstanding
Outstanding as of end of period (in shares)	410,745
Share Price
Minimum number of performance vested shares (in shares)	0
Target level of performance, percentage	200.00%

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Loss Per Share - Additional Information (Details) - USD ($) shares in Millions		3 Months Ended
	Aug. 01, 2014	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Distribution by former parent (in shares)	85
Earnings allocated to unvested share-based payment awards, basic		$ 0	$ 0

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Loss Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Allocation of loss - basic and diluted
Net loss	$ (70,416,000)	$ (5,210,000)
Earnings allocated to unvested share-based payment awards, basic	0	0
Earnings allocated to unvested share-based payment awards, diluted	0	0
Net loss attributable to ordinary shareholders - basic	(70,416,000)	(5,210,000)
Net loss attributable to ordinary shareholders - diluted	$ (70,416,000)	$ (5,210,000)
Weighted-average shares outstanding
Basic and diluted (in shares)	88,747	86,598
Weighted average unvested share-based payment awards (in shares)	1,885	5,944
Loss per share
Basic and diluted (in dollars per share)	$ (0.79)	$ (0.06)

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Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Feb. 12, 2016	Jul. 18, 2014
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (667)	$ (718)
Total debt	185,024	195,700
Less: Current maturities of long-term debt	(29,694)	(29,737)
Long-term debt	155,330	165,963
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Debt, gross	0	0
Secured Debt | Term Loan Facility, bearing interest of 5.75% and 5.5% as of March 31, 2017 and December 31, 2016, respectively
Debt Instrument [Line Items]
Debt, gross	$ 0	$ 0
Term loan facility effective interest rate	5.75%	5.50%
Senior Notes
Debt Instrument [Line Items]
Total debt	$ 1,000,000
Senior Notes | Senior Notes due 2022, bearing fixed interest at 6.75% per annum
Debt Instrument [Line Items]
Debt, gross	0	$ 0
Unamortized debt issuance costs	$ (6,000)	$ (6,000)
Total debt			$ 457,000
Stated interest rate	6.75%	6.75%	6.75%	6.75%
Senior Notes | Senior Notes due 2024, bearing fixed interest at 7.25% per annum
Debt Instrument [Line Items]
Debt, gross	$ 0	$ 0
Unamortized debt issuance costs	$ (8,000)	$ (8,000)
Total debt			$ 527,000
Stated interest rate	7.25%	7.25%	7.25%	7.25%
Sale-Leaseback Transaction | Sale-Leaseback Transaction
Debt Instrument [Line Items]
Debt, gross	$ 185,691	$ 196,418

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Debt - Revolving Credit Facility, Term Loan Facility and Senior Notes (Details) - USD ($)			3 Months Ended
	Jul. 18, 2014	Jun. 17, 2014	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Feb. 12, 2016
Debt Instrument [Line Items]
Aggregate letters of credit issued			$ 69,000,000
Long-term debt			185,024,000		$ 195,700,000
Contractual interest			36,080,000	$ 36,106,000
Predecessor
Debt Instrument [Line Items]
Repayments of intercompany indebtedness	$ 1,700,000,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum amount available under credit facility		$ 800,000,000
Revolving credit facility maturity period		5 years
Outstanding revolving credit facility			$ 709,000,000
Weighted average interest rate			3.48%
Aggregate letters of credit issued			$ 69,000,000
Line of Credit | Revolving Credit Facility | LIBOR | Minimum
Debt Instrument [Line Items]
Interest rate on borrowings outstanding		1.50%
Line of Credit | Revolving Credit Facility | LIBOR | Maximum
Debt Instrument [Line Items]
Interest rate on borrowings outstanding		2.50%
Line of Credit | Revolving Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Interest rate on borrowings outstanding		1.50%
Line of Credit | Revolving Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Interest rate on borrowings outstanding		2.50%
Senior Notes
Debt Instrument [Line Items]
Debt face amount	1,080,000,000.00
Long-term debt			1,000,000,000
Contractual interest			$ 18,000,000	$ 9,000,000
Senior Notes | 6.75% Senior Notes due July 15, 2022
Debt Instrument [Line Items]
Debt face amount	$ 500,000,000
Stated interest rate	6.75%		6.75%		6.75%	6.75%
Long-term debt						$ 457,000,000
Senior Notes | 7.25% Senior Notes due August 15, 2024
Debt Instrument [Line Items]
Debt face amount	$ 580,000,000
Stated interest rate	7.25%		7.25%		7.25%	7.25%
Long-term debt						$ 527,000,000
Secured Debt | Term Loan Facility
Debt Instrument [Line Items]
Debt face amount	$ 650,000,000
Quarterly debt principal payments	$ 1,600,000
Original issue discount	0.50%
Long-term debt, net, subject to compromise			$ 635,000,000
Secured Debt | LIBOR | Term Loan Facility
Debt Instrument [Line Items]
Interest rate on borrowings outstanding	2.75%
Minimum LIBOR rate	1.00%
Secured Debt | Base Rate | Term Loan Facility
Debt Instrument [Line Items]
Interest rate on borrowings outstanding	1.75%

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Debt - Sale-Leaseback Transaction, Additional Information (Details)		3 Months Ended
	Jul. 24, 2015 USD ($) rig	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Sale Leaseback Transaction [Line Items]
Sale-leaseback transaction amount	$ 300,000,000
Number of jackup units in sale and lease back transaction | rig	2
Term of sale leaseback contract	5 years
Net proceeds from sale and lease back transaction	$ 292,000,000
Rental payments, including interest		$ 13,000,000	$ 21,000,000
Restricted cash, current		11,457,000		$ 8,707,000
Restricted cash, noncurrent		$ 36,049,000		37,880,000
Percentage of excess cash amounts (up to)		25.00%
Prospector 1
Sale Leaseback Transaction [Line Items]
Rental prepayments		$ 3,000,000	3,000,000
Cash reserve		11,500,000
Prospector 1 | Maximum
Sale Leaseback Transaction [Line Items]
Lease obligation (maximum)		88,000,000
Prospector 5
Sale Leaseback Transaction [Line Items]
Rental prepayments		3,000,000	$ 5,000,000
Lease obligation (maximum)		88,000,000
Cash reserve		11,500,000
Lease Agreements | Other assets
Sale Leaseback Transaction [Line Items]
Restricted cash, current		11,000,000		9,000,000
Restricted cash, noncurrent		$ 27,000,000		$ 29,000,000

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Debt - Schedule of Minimum Annual Rental Payments (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($)
Prospector 1
Sale Leaseback Transaction [Line Items]
Weighted average interest rate	5.20%
Prospector 5
Sale Leaseback Transaction [Line Items]
Weighted average interest rate	7.50%
Total S.A.
Sale Leaseback Transaction [Line Items]
2017	$ 34
2018	32
2019	31
2020	119
Thereafter	0
Total	$ 216

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Liabilities Subject to Compromise (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Feb. 12, 2016	Jul. 18, 2014
Debt Instrument [Line Items]
Liabilities subject to compromise	$ 2,344,563	$ 2,344,563
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	709,100	709,100
Debt issuance costs	(5,891)	(5,891)
Secured Debt
Debt Instrument [Line Items]
Debt issuance costs	(7,259)	(7,259)
Secured Debt | Term Loan Facility
Debt Instrument [Line Items]
Long-term debt	641,875	641,875
Senior Notes
Debt Instrument [Line Items]
Interest payable on Senior Notes	37,168	37,168
Debt issuance costs	(14,012)	(14,012)
Senior Notes | 6.75% Senior Notes due July 15, 2022
Debt Instrument [Line Items]
Long-term debt	$ 456,572	$ 456,572
Stated interest rate	6.75%	6.75%	6.75%	6.75%
Senior Notes | 7.25% Senior Notes due August 15, 2024
Debt Instrument [Line Items]
Long-term debt	$ 527,010	$ 527,010
Stated interest rate	7.25%	7.25%	7.25%	7.25%

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Reorganization Items (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Reorganizations [Abstract]
Professional fees	$ 16,448	$ 18,616
Other	2,026	3,226
Total Reorganization items, net	18,474	21,842
Professional fees	10,000	13,000
Accrued expenses	$ 8,000	6,000
Non-cash amortization		$ 3,000

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Condensed Combined Debtor-In-Possession Financial Information - Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating revenues
Contract drilling services	$ 55,247	$ 235,044
Reimbursables and other	2,196	23,328
Total operating revenues	57,443	265,120
Operating costs and expenses
Contract drilling services	49,592	112,706
Reimbursables	1,576	19,784
Depreciation and amortization	30,575	71,906
General and administrative	8,723	12,174
Loss on impairments	391	0
Total operating costs and expenses	90,871	221,629
Operating income (loss) before interest, reorganization items and income taxes	(33,428)	43,491
Interest expense, net (contractual interest of $33,131 and $31,207 for the three months ended March 31, 2017 and 2016)	(17,916)	(27,017)
Other, net	1,751	762
Reorganization items, net	(18,474)	(21,842)
Loss before income taxes	(68,067)	(4,606)
Income tax provision	(2,349)	(604)
Net loss	(70,416)	(5,210)
Contractual interest	36,080	36,106
Subsidiaries in Bankruptcy Proceedings
Operating revenues
Contract drilling services	27,910	200,322
Reimbursables and other	3,039	17,098
Total operating revenues	30,949	217,420
Operating costs and expenses
Contract drilling services	42,687	104,428
Reimbursables	810	12,568
Depreciation and amortization	24,792	66,075
General and administrative	8,099	10,472
Loss on impairments	391	0
Total operating costs and expenses	76,779	193,543
Operating income (loss) before interest, reorganization items and income taxes	(45,830)	23,877
Interest expense, net (contractual interest of $33,131 and $31,207 for the three months ended March 31, 2017 and 2016)	(14,966)	(22,118)
Other, net	1,251	794
Reorganization items, net	(18,474)	(19,454)
Loss before income taxes	(78,019)	(16,901)
Income tax provision	(2,222)	(1,183)
Net loss	(80,241)	(18,084)
Contractual interest	33,131	31,207
Subsidiaries Not in Bankruptcy Proceedings
Operating costs and expenses
Net loss	$ 9,825	$ 12,874

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Condensed Combined Debtor-In-Possession Financial Information - Statement of Financial Position (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 832,576	$ 883,794	$ 835,401	$ 773,571
Accounts receivable, net of allowance for doubtful accounts of $25 million at March 31, 2017 and December 31, 2016, respectively	46,763	65,644
Prepaid and other current assets	61,185	69,380
Total current assets	951,981	1,027,525
Property and equipment, at cost	2,334,834	2,336,504
Accumulated depreciation	(1,549,028)	(1,523,732)
Property and equipment, net	785,806	812,772
Other long-term assets	23,658	25,554
Total assets	1,797,494	1,903,731
Current liabilities
Accounts payable	61,598	61,853
Accrued payroll and related costs	34,055	43,683
Taxes payable	21,440	33,248
Interest payable	491	497
Other current liabilities	18,822	21,548
Total current liabilities	166,100	190,566
Deferred income taxes	5,141	6,282
Other liabilities	27,882	29,114
Liabilities subject to compromise	2,344,563	2,344,563
Total liabilities	2,699,016	2,736,488
Equity
Total deficit	(901,522)	(832,757)	(507,676)	(506,590)
Total liabilities and equity	1,797,494	1,903,731
Allowance for doubtful accounts	26,000	25,000
Subsidiaries in Bankruptcy Proceedings
Current assets
Cash and cash equivalents	497,488	553,238	$ 520,901	$ 466,917
Accounts receivable, net of allowance for doubtful accounts of $25 million at March 31, 2017 and December 31, 2016, respectively	32,942	48,861
Accounts receivable from Non-Filing entities	723,010	647,657
Prepaid and other current assets	37,808	33,228
Total current assets	1,291,248	1,282,984
Investment in Non-Filing entities	1,057,476	1,074,335
Notes receivable from Non-Filing entities	63,671	58,759
Property and equipment, at cost	1,798,997	1,809,120
Accumulated depreciation	(1,499,594)	(1,481,209)
Property and equipment, net	299,403	327,911
Other long-term assets	24,283	25,974
Total assets	2,736,081	2,769,963
Current liabilities
Current maturities of debt due to Non-Filing entities	3,606	3,606
Accounts payable	24,456	32,261
Accounts payable due to Non-Filing entities	1,019,635	941,644
Accrued payroll and related costs	22,002	24,591
Taxes payable	12,734	13,418
Interest payable	284	591
Other current liabilities	15,088	15,993
Total current liabilities	1,097,805	1,032,104
Long-term debt due to Non-Filing entities	2,112	2,112
Deferred income taxes	1,331	2,505
Other liabilities	23,579	24,758
Liabilities subject to compromise	2,344,563	2,344,563
Total liabilities	3,469,390	3,406,042
Equity
Total deficit	(733,309)	(636,079)
Total liabilities and equity	2,736,081	2,769,963
Allowance for doubtful accounts	$ 25,000	$ 25,000

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Condensed Combined Debtor-In-Possession Financial Information - Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	$ (35,978)	$ 106,323
Capital expenditures	(3,017)	(17,866)
Change in accrued capital expenditures	(481)	(5,422)
Net cash used in investing activities	(4,417)	(27,448)
Net cash used in financing activities	(10,823)	(17,045)
Net change in cash and cash equivalents	(51,218)	61,830
Cash and cash equivalents, beginning of period	883,794	773,571
Cash and cash equivalents, end of period	832,576	835,401
Subsidiaries in Bankruptcy Proceedings
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(53,539)	74,940
Capital expenditures	(1,780)	(15,884)
Change in accrued capital expenditures	(406)	(5,072)
Net cash used in investing activities	(2,186)	(20,956)
Net cash used in financing activities	(25)	0
Net change in cash and cash equivalents	(55,750)	53,984
Cash and cash equivalents, beginning of period	553,238	466,917
Cash and cash equivalents, end of period	$ 497,488	$ 520,901

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income tax provision	$ (2,349)	$ (604)
Reserve for uncertain tax positions, including interest and penalties	20,000		$ 19,000
Unrecognized tax benefits that would impact effective tax rate	$ 20,000

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Restructuring Charges (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Restructuring and Related Activities [Abstract]
Restructuring charges	$ 3
Restructuring expense	2
Payments for restructuring	4
Restructuring reserve	$ 6	$ 10

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Employee Benefit Plans - Additional Information (Details)	3 Months Ended
	Mar. 31, 2017 USD ($) pension_plan	Mar. 31, 2016 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Other postretirement benefit expense	$ 700,000	$ 300,000
Non-U.S. Defined Benefit Plan
Defined Benefit Plan Disclosure [Line Items]
Number of plans | pension_plan	2
Employer contributions	$ 0	$ 0

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Employee Benefit Plans - Pension Cost Components (Details) - Non-U.S. Defined Benefit Plan - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	$ 18	$ 1,174
Interest cost	471	580
Expected return on plan assets	(367)	(465)
Amortization of prior service cost	0	(5)
Amortization of net actuarial loss	10	195
Net pension expense	$ 132	$ 1,479

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Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Feb. 12, 2016	Jul. 18, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt issuance cost, net	$ 667	$ 718
Senior Notes | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	983,582	983,582
Senior Notes | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	182,470	176,868
Senior Notes | 6.75% Senior Notes due July 15, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt issuance cost, net	$ 6,000	$ 6,000
Stated interest rate	6.75%	6.75%	6.75%	6.75%
Senior Notes | 6.75% Senior Notes due July 15, 2022 | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 456,572	$ 456,572
Senior Notes | 6.75% Senior Notes due July 15, 2022 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	83,324	83,324
Senior Notes | 7.25% Senior Notes due August 15, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt issuance cost, net	$ 8,000	$ 8,000
Stated interest rate	7.25%	7.25%	7.25%	7.25%
Senior Notes | 7.25% Senior Notes due August 15, 2024 | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 527,010	$ 527,010
Senior Notes | 7.25% Senior Notes due August 15, 2024 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 99,146	$ 93,544
Secured Debt | Term Loan Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan facility effective interest rate	5.75%	5.50%
Unamortized discount and debt issuance costs	$ 7,000	$ 7,000
Secured Debt | Term Loan Facility | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	641,875	641,875
Secured Debt | Term Loan Facility | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 251,336	$ 244,113

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Accumulated Other Comprehensive Loss - Components of and Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning of period	$ (832,757)	$ (506,590)
Activity during period:
Other comprehensive loss before reclassification	876	2,068
Amounts reclassified from AOCL	(98)	187
Total other comprehensive loss, net	778	2,255
End of period	(901,522)	(507,676)
Defined Benefit Pension Items
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning of period	(14,329)	(20,351)
Activity during period:
Other comprehensive loss before reclassification	0	0
Amounts reclassified from AOCL	(98)	187
Total other comprehensive loss, net	(98)	187
End of period	(14,427)	(20,164)
Foreign Currency Items
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning of period	(24,329)	(21,663)
Activity during period:
Other comprehensive loss before reclassification	876	2,068
Amounts reclassified from AOCL	0	0
Total other comprehensive loss, net	876	2,068
End of period	(23,453)	(19,595)
Total
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning of period	(38,658)	(42,014)
Activity during period:
End of period	$ (37,880)	$ (39,759)

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Commitments and Contingencies - Additional Information (Details) $ in Millions	3 Months Ended	8 Months Ended	27 Months Ended
	Mar. 31, 2017 USD ($) rig	Dec. 31, 2017 USD ($)	Mar. 31, 2017 USD ($)
Other Commitments [Line Items]
Shipyard and purchase commitments	$ 582		$ 582
Purchase commitments due in the next twelve months	579		579
Letters of credit, amount outstanding	69		69
Performance bonds	97		97
Letter of Credit
Other Commitments [Line Items]
Letters of credit backing performance bonds	57		57
Cash Deposit
Other Commitments [Line Items]
Letters of credit backing performance bonds	9		9
Subsequent Event | Litigation Loan Amount | Forecast
Other Commitments [Line Items]
Debt face amount		$ 10
Maximum | International Commercial Claims
Other Commitments [Line Items]
Estimate of possible loss	15		15
Secretariat of the Federal Revenue Bureau of Brazil
Other Commitments [Line Items]
Withholding tax expense			$ 8
Secretariat of the Federal Revenue Bureau of Brazil | Minimum | Withholding Taxes
Other Commitments [Line Items]
Withholding tax, percentage of contractual value			15.00%
Secretariat of the Federal Revenue Bureau of Brazil | Maximum | Withholding Taxes
Other Commitments [Line Items]
Withholding tax, percentage of contractual value			25.00%
Tax Audit Claims in Mexico and Brazil | Tax Audit Claims
Other Commitments [Line Items]
Estimate of possible loss	382		$ 382
Claims subject to indemnity by Noble	95		95
Tax Audit Claims in Mexico Result of Spin-Off | Tax Audit Claims
Other Commitments [Line Items]
Estimate of possible loss	34		34
Petrobras | Withholding Taxes
Other Commitments [Line Items]
Estimate of possible loss	89		89
Claims subject to indemnity by Noble	$ 25		$ 25
Mexican Tax Assessments | Tax Assessments
Other Commitments [Line Items]
Percentage of predecessor tax liability	50.00%		50.00%
Prospector Offshore Drilling S.A.
Other Commitments [Line Items]
Number of jackups under construction | rig	3
Bondholders | Subsequent Event | Forecast
Other Commitments [Line Items]
Percentage of remaining proceeds		50.00%
Percentage of additional proceeds		75.00%
Secured Lenders | Subsequent Event | Forecast
Other Commitments [Line Items]
Percentage of remaining proceeds		50.00%
Percentage of additional proceeds		25.00%

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Commitments and Contingencies - Balance Sheet Position of Balances Due From and To Noble (Details) - Noble Corporation PLC - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Other Commitments [Line Items]
Due from Noble	$ 8,742	$ 8,767
Due to Noble	4,943	6,073
Accounts receivable
Other Commitments [Line Items]
Due from Noble, current	1,007	1,149
Other current assets
Other Commitments [Line Items]
Due from Noble, current	461	461
Other assets
Other Commitments [Line Items]
Other assets	7,274	7,157
Accounts payable
Other Commitments [Line Items]
Due to Noble, current	13	211
Other current liabilities
Other Commitments [Line Items]
Due to Noble, current	2,403	2,594
Other liabilities
Other Commitments [Line Items]
Other liabilities	$ 2,527	$ 3,268

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Supplemental Cash Flow Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Supplemental Cash Flow Elements [Abstract]
Accounts receivable	$ 18,643	$ 23,471
Other current assets	(4,237)	4,218
Other assets	862	5,285
Accounts payable and accrued payroll	(17,787)	(3,966)
Other current liabilities	(1,981)	2,960
Other liabilities	(1,232)	1,081
Prepaid and accrued reorganization items	8,449	9,122
Net change in other assets and liabilities	2,717	42,171
Supplemental information for non-cash activities:
Accrued capital expenditures	1,447	4,883
Reclassification of Liabilities subject to compromise	0	1,709,347
Netting of VAT receivables and payables	12,307	0
Income tax payments	$ 2,000	$ 5,000

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Segment and Related Information (Details)	3 Months Ended
	Mar. 31, 2017 segment
Segment Reporting [Abstract]
Number of reportable segments	1