SHAREHOLDERS' EQUITY

Activity in our various shareholders' equity accounts for each of the years in the three-year period ended December 31, 2016 was as follows (in millions):



	Shares	Par Value		Additional Paid-in Capital			Retained Earnings			AOCI			Treasury Shares			Noncontrolling Interest
BALANCE, December 31, 2013	239.6	$	24.1	$	5,467.2		$	7,327.3		$	18.2		$	(45.2	)	$	7.3
Net (loss) income	—	—		—			(3,902.6		)	—			—			14.1
Dividends paid	—	—		—			(704.3		)	—			—			—
Distributions to noncontrolling interests	—	—		—			—			—			—			(13.5		)
Shares issued under share-based compensation plans, net	1.0	.1		.4			—			—			(.1		)	—
Tax benefit from share-based compensation	—	—		1.2			—			—			—			—
Repurchase of shares	—	—		—			—			—			(13.7		)	—
Share-based compensation cost	—	—		48.7			—			—			—			—
Net other comprehensive loss	—	—		—			—			(6.3		)	—			—
BALANCE, December 31, 2014	240.6	24.2		5,517.5			2,720.4			11.9			(59.0		)	7.9
Net (loss) income	—	—		—			(1,594.8		)	—			—			8.9
Dividends paid	—	—		—			(140.3		)	—			—			—
Distributions to noncontrolling interests	—	—		—			—			—			—			(12.5		)
Shares issued under share-based compensation plans, net	2.3	.2		—			—			—			(.2		)	—
Tax expense on share-based compensation	—	—		(2.4		)	—			—			—			—
Repurchase of shares	—	—		—			—			—			(4.6		)	—
Share-based compensation cost	—	—		39.4			—			—			—			—
Net other comprehensive income	—	—		—			—			.6			—			—
BALANCE, December 31, 2015	242.9	24.4		5,554.5			985.3			12.5			(63.8		)	4.3
Net income	—	—		—			890.2			—			—			6.9
Dividends paid	—	—		—			(11.4		)	—			—			—
Distributions to noncontrolling interests	—	—		—			—			—			—			(7.8		)
Contributions from noncontrolling interests	—	—		—			—			—			—			1.0
Equity issuance	65.6	6.5		579.0			—			—			—			—
Equity for debt exchange	1.8	.2		14.8			—			—			—			—
Equity component of convertible senior notes issuance, net	—	—		220.0			—			—			—			—
Tax expense on share-based compensation	—	—		(3.4		)	—			—			—			—
Repurchase of shares	—	—		—			—			—			(2.0		)	—
Share-based compensation cost	—	—		37.3			—			—			—			—
Net other comprehensive income	—	—		—			—			6.5			—			—
BALANCE, December 31, 2016	310.3	$	31.1	$	6,402.2		$	1,864.1		$	19.0		$	(65.8	)	$	4.4

On April 20, 2016, we closed an underwritten public offering of 65,550,000 Class A ordinary shares at $9.25 per share, inclusive of shares purchased under an underwriters' option. We received net proceeds from the offering of$585.5 million.

In October 2016, we entered into a privately-negotiated exchange agreement whereby we issued 1,822,432 Class A ordinary shares, representing less than one percent of our outstanding Class A ordinary shares, in exchange for $24.5 million principal amount of our 2044 Notes, resulting in a pre-tax gain from debt extinguishment of $8.8 million.

As a U.K. company governed in part by the Companies Act, we cannot issue new shares (other than in limited circumstances) without being authorized by our shareholders. At our last annual general meeting, our shareholders authorized the allotment of 78.5 million Class A ordinary shares (or 157.1 million Class A ordinary shares in connection with an offer by way of a rights issue or other similar issue) for a period up to the conclusion of our 2017 annual general meeting (or, if earlier, at the close of business on August 23, 2017). As of December 31, 2016, there had been 2.0 million shares issued under this authority.

Under English law, we are only able to declare dividends and return funds to our shareholders out of the accumulated distributable reserves on our statutory balance sheet. The declaration and amount of future dividends is at the discretion of our Board of Directors and will depend on our profitability, liquidity, financial condition, market outlook, reinvestment opportunities, capital requirements and other factors and restrictions our Board of Directors deems relevant. There can be no assurance that we will pay a dividend in the future.

During 2013, our shareholders approved a share repurchase program. Subject to certain provisions under English law, including the requirement of Ensco plc to have sufficient distributable reserves, we may repurchase up to a maximum of $2.0 billion in the aggregate under the program, but in no case more than 35.0 million shares. The program terminates during 2018. As of December 31, 2016, there had been no share repurchases under this program.