ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION 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. Paragon’s operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters ( four drillships and two semisubmersibles). We refer to our semisubmersibles and drillships collectively as “floaters.” 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. Spin-Off Transaction On July 17, 2014, Paragon Offshore Limited, an indirect wholly owned subsidiary of Noble Corporation plc (“Noble”) incorporated under the laws of England and Wales, re-registered under the Companies Act 2006 as a public limited company under the name of Paragon Offshore 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”). In connection with the Distribution, Noble shareholders received one ordinary share of Paragon for every three ordinary shares of Noble owned. Acquisition of Prospector Offshore Drilling S. A. On November 17, 2014, Paragon initiated the acquisition of the outstanding shares of Prospector Offshore Drilling S.A. ( “ Prospector ” ), an offshore drilling company organized in Luxembourg and traded on the Oslo Axess, from certain shareholders and in open market purchases. As of December 31, 2014, we owned approximately 93.4 million shares, or 98.7% , of the outstanding shares of Prospector. In addition, we assumed aggregate debt of $367 million , which comprised $100 million par value of Prospector’s 2019 Second Lien Callable Bond (“Prospector Bonds”) and Prospector’s 2018 Senior Secured Credit Facility (“Prospector Senior Credit Facility”), which at the time of acquisition had $266 million in borrowings outstanding. On January 22, 2015, we settled a mandatory tender offer for additional outstanding shares, increasing our ownership to approximately 99.6% of the outstanding shares of Prospector. On February 23, 2015 , we acquired all remaining issued and outstanding shares in Prospector pursuant to the laws of Luxembourg. We spent approximately $202 million in aggregate to acquire 100% of Prospector and funded the purchase of the shares of Prospector using proceeds from our revolving credit facility and cash on hand. During the first quarter of 2015, we repurchased $100 million par value of the Prospector Bonds at a price of 101% of par, plus accrued interest, pursuant to change of control provisions of the bonds. On March 16, 2015, we repaid the principal balance outstanding under the Prospector Senior Credit Facility, which totaled approximately $261 million , including accrued interest, through the use of cash on hand and borrowings under our senior secured revolving credit facility. The Prospector acquisition expanded and enhanced our global fleet by adding two high specification jackups contracted to Total E&P U.K. Limited and Elf Exploration U.K. Limited (collectively “Total S.A.”) for use in the United Kingdom sector of the North Sea. Three subsidiaries of Prospector contracted for the construction of three newbuild high specification jackup rigs by Shanghai Waigaoqiao Ship Co. Ltd. (“SWS”) in China. These rigs are currently scheduled for delivery in the third quarter of 2015 , first quarter of 2016 and second quarter of 2016 , respectively. Each newbuild is being built pursuant to a contract between one of these subsidiaries and SWS, without a Paragon parent company guarantee or other direct recourse to any other subsidiary of Paragon other than the applicable subsidiary. Prospector’s results of operations were included in our results beginning on November 17, 2014. The following unaudited pro forma financial information for the three and six months ended June 30, 2014 , gives effect to the Prospector acquisition as if it had occurred at the beginning of the comparable period presented. The pro forma results are based on historical data and are not intended to be indicative of the results of future operations. Three Months Ended Six Months Ended (In thousands, except per share amounts) June 30, 2014 Total operating revenues $ 488,620 $ 1,004,962 Net income 70,342 178,265 Earnings per share (basic and diluted) $ 0.83 $ 2.10 Revenues and operating expenses generated by the Prospector rigs from the closing date of November 17, 2014 through December 31, 2014 totaled $8 million and $8 million , respectively. Revenues for the three and six months ended June 30, 2015 were $35 million and $67 million , respectively. Operating expenses for these rigs, including depreciation expense of $5 million and $10 million , for the three and six months ended June 30, 2015 totaled $21 million and $45 million , respectively. Basis of Presentation Included in this Quarterly Report on Form 10-Q of Paragon Offshore plc are the condensed consolidated and combined interim financial statements and notes (“Interim Condensed Financial Statements”) of Paragon Offshore plc and its subsidiaries. The Interim Condensed Financial Statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. While the year-end condensed balance sheet data was derived from audited financial statements, this interim report does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual periods and should be read in conjunction with the Annual Report on Form 10-K of Paragon Offshore plc for the year ended December 31, 2014 . In management’s opinion, the accompanying interim consolidated financial statements contain all adjustments necessary for a fair statement and are of a normal recurring nature. The interim financial results may not be indicative of the results to be expected for the full year. The consolidated and combined financial information contained in this report includes periods that ended prior to the Spin-Off on August 1, 2014. For all periods prior to the Spin-Off, the combined financial statements and related discussion of financial condition and results of operations contained in this report pertain to the historical results of Noble's standard specification business (our “Predecessor”), which comprised the entire standard specification drilling fleet and related operations of Noble. Our Predecessor’s historical combined financial statements include three standard specification drilling units that were retained by Noble and three standard specification drilling units that were sold by Noble prior to the Separation. Our Predecessor’s historical combined financial statements for the periods prior to the Spin-Off include assets and liabilities that are specifically identifiable or have been allocated to our Predecessor. Revenues and costs directly related to our Predecessor have been included in the accompanying combined financial statements. Our Predecessor received service and support functions from Noble and the costs associated with these support functions have been allocated to our Predecessor using various inputs, such as head count, services rendered, and assets assigned to our Predecessor. Our management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to us for purposes of the carve-out financial statements; however, the expenses reflected in the results of our Predecessor and included in these combined statements may not be indicative of the actual expenses that would have been incurred during the periods presented if our Predecessor had operated as a separate standalone entity and may not be indicative of expenses that will be incurred in the future by us. These allocated costs are primarily related to corporate administrative expenses including executive oversight, employee related costs including pensions and other benefits, and corporate and shared employees for the following functional groups: • information technology, • legal, accounting, finance and treasury services, • human resources, • marketing, and • other corporate and infrastructural services. We consolidate the historical combined financial results of our Predecessor in our combined financial statements for all periods prior to the Spin-Off. All financial information presented after the Spin-Off represents the consolidated results of operations, financial position and cash flows of Paragon. Prior to the Spin-Off, our total equity represented the cumulative net parent investment by Noble, including any prior net income attributable to our Predecessor as part of Noble. At the Spin-Off, Noble contributed its entire net parent investment in our Predecessor. Concurrent with the Spin-Off and in accordance with the terms of our Separation from Noble, certain assets and liabilities were transferred between us and Noble, which have been recorded as part of the net capital contributed by Noble. During the first quarter of 2015, we recorded an out-of-period adjustment to the opening balance sheet of our Predecessor of approximately $9 million to reflect transfers of fixed assets resulting from the Spin-Off between us and our former parent, as well as revisions in estimates of liabilities associated with the Spin-Off. This adjustment did not affect our Consolidated and Combined Statement of Income. As our Predecessor previously operated within Noble’s corporate cash management program for all periods prior to the Distribution, funding requirements and related transactions between our Predecessor and Noble have been summarized and reflected as changes in equity without regard to whether the funding represents a receivable, liability or equity. Based on the terms of our Separation from Noble, we ceased being a part of Noble’s corporate cash management program. Any transactions with Noble after August 1, 2014 have been, and will continue to be, cash settled in the ordinary course of business, and such amounts, which totaled approximately $0.1 million and $2 million at June 30, 2015 and December 31, 2014 , respectively, are included in “Accounts payable” on our Consolidated Balance Sheets. Summary of Significant Accounting Policies and Estimates Our consolidated and combined 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 policy and estimate below updates and supplements those described in our Annual Report on Form 10-K for the year ended December 31, 2014 . 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. Our allowance for doubtful accounts was $15 million and $1 million at June 30, 2015 and December 31, 2014 , respectively. Bad debt expense of $5 million and $14 million was recorded for the three and six months ended June 30, 2015 . No bad debt expense was recorded for the three and six months ended June 30, 2014 . Bad debt expense is reported as a component of “Contract drilling services operating costs and expense” in our Consolidated and Combined Statements of Income for the three and six months ended June 30, 2015 . Liquidity Prior to the Distribution, our working capital and capital expenditure requirements were a part of Noble’s cash management program. After the Distribution, we have been solely responsible for the provision of funds to finance our working capital and other cash requirements. Our primary sources of liquidity are cash generated from operations, borrowings under our senior secured revolving credit facility, any future financing arrangements, and equity issuances, if necessary. Our principal uses of liquidity will be to fund our operating expenditures and capital expenditures, including major projects, upgrades and replacements to drilling equipment, to service our outstanding indebtedness, acquisitions and to pay future dividends. At June 30, 2015 , we had $112 million of cash on hand and $343 million of committed financing available under our senior secured revolving credit facility, which will expire in 2019. During the first quarter of 2015, we repurchased $100 million par value of the Prospector Bonds at a price of 101% of par, plus accrued interest, pursuant to change of control provisions of the bonds. On March 16, 2015, the remaining principal balance outstanding under the Prospector Senior Credit Facility in the amount of $261 million , including accrued interest, was paid in full through the use of cash on hand and borrowings under our senior secured revolving credit facility. At June 30, 2015 , we have purchase commitments of $199 million and $400 million currently due in 2015 and 2016, respectively, related to the construction of the three high specification jackup rigs as mentioned in the Prospector acquisition above. In July 2015, we agreed with SWS to an extension of the delivery of the Prospector 6 to the second quarter of 2016. Each of these rigs is being built pursuant to a contract between a subsidiary of Prospector and the shipyard, without a Paragon parent company guarantee or other direct recourse to any other subsidiary of Paragon other than the applicable subsidiary. In the event we are unable to extend delivery of any rig, we will lose ownership of that rig, at which time, the associated costs currently capitalized (primarily representing down-payments on these rigs) on our balance sheet will be written off. At June 30, 2015 , we had approximately $42 million in capitalized costs associated with these three rigs. In July 2015, we completed a sale-leaseback transaction for two of our jackup units, Prospector 1 and Prospector 5 . We received net proceeds of $292 million , including amounts used to fund certain required reserve accounts, and have accounted for the transaction as a capital lease. Pursuant to the terms of the sale-leaseback transaction, we will be required to make an aggregate amount of rental payments equal to approximately $373 million over the course of the five -year lease terms for the two rigs (see Note 17, “Subsequent event”). Our debt facilities are subject to financial and non-financial covenants. While we currently satisfy our covenants, current market conditions, including any future contract amendments with Petróleo Brasileiro S.A. (“Petrobras”) or other customers, may prevent us from maintaining compliance. There are measures within our control to help maintain compliance with these financial and non-financial covenants, such as reducing our operating and capital expenditures or seeking a waiver on the covenants from our lenders; however, there is no assurance that these alternatives would be available. Any corrective measures that we do implement may prove inadequate and, even if effective, could have negative long-term consequences to our business. Prospector has been designated as an unrestricted subsidiary under our Revolving Credit Facility, Term Loan Facility, and Senior Notes. As a result, the assets, liabilities, and financial results of Prospector are excluded from the financial covenants applicable to Paragon and its other subsidiaries under these debt facilities. Our ability to continue to fund our operations will be affected by general economic, competitive and other factors, including any future contract amendments with Petrobras or other customers, many of which are outside of our control. To the extent current market conditions continue for a prolonged period or worsen, funding our operations will become more challenging. If our future cash flows from operations and other capital resources are insufficient to fund our liquidity needs, we may be forced to reduce or delay our capital and operational expenditures, sell assets, obtain additional debt or equity financing, or refinance all or a portion of our debt. |