SHAREHOLDERS' EQUITY

Activity in our various shareholders' equity accounts for each of the years in the three-year period ended December 31, 2018 was as follows (in millions):



	Shares	Par Value		Additional Paid-in Capital			Retained Earnings			AOCI			Treasury Shares			Non-controlling Interest
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 ($0.04 per share)	—	—		—			(11.4		)	—			—			—
Distributions to noncontrolling interests	—	—		—			—			—			—			(7.8		)
Equity issuance	65.6	6.5		579.0			—			—			—			—
Equity for debt exchange	1.8	.2		14.8			—			—			—			—
Equity component of convertible debt	—	—		220.0			—			—			—			—
Contributions from noncontrolling interests	—	—		—			—			—			—			1.0
Tax expense on share-based compensation	—	—		(3.4		)	—			—			—			—
Repurchase of shares	—	—		—			—			—			(2.0		)	—
Share-based compensation cost	—	—		37.3			—			—			—			—
Net other comprehensive loss	—	—		—			—			6.5			—			—
BALANCE, December 31, 2016	310.3	31.1		6,402.2			1,864.1			19.0			(65.8		)	4.4
Net loss	—	—		—			(303.7		)	—			—			(.5		)
Dividends paid ($0.04 per share)	—	—		—			(13.6		)	—			—			—
Cumulative-effect reduction from adoption of ASU 2016-16	—	—		—			(14.1		)	—			—			—
Distributions to noncontrolling interests	—	—		—			—			—			—			(6.0		)
Equity issuance in connection with Atwood Merger	132.2	13.2		757.5			—			—			—			—
Shares issued under share-based compensation plans, net	4.5	.5		(.4		)	—			—			(1.3		)	—
Repurchase of shares	—	—		—			—			—			(1.9		)	—
Share-based compensation cost	—	—		35.7			—			—			—			—
Net other comprehensive income	—	—		—			—			9.6			—			—
BALANCE, December 31, 2017	447.0	44.8		7,195.0			1,532.7			28.6			(69.0		)	(2.1		)
Net loss	—	—		—			(639.7		)	—			—			3.1
Dividends paid ($0.04 per share)	—	—		—			(18.0		)	—			—			—
Cumulative-effect reduction from adoption of ASU 2018-02	—	—		—			(.8		)	.8			—			—
Shares issued under share-based compensation plans, net	13.7	1.4		(.6		)	—			—			(1.3		)	—
Distributions to noncontrolling interests	—	—		—			—			—			—			(3.6		)
Repurchase of shares	—	—		—			—			—			(1.9		)	—
Share-based compensation cost	—	—		30.6			—			—			—			—
Net other comprehensive income	—	—		—			—			(11.2		)	—			—
BALANCE, December 31, 2018	460.7	$	46.2	$	7,225.0		$	874.2		$	18.2		$	(72.2	)	$	(2.6	)

In October 2017, as a result of the Atwood Merger, we issued 132.2 million of our Class A Ordinary shares, representing total equity consideration of $770.7 million based on a closing price of $5.83 per Class A ordinary share on October 5, 2017, the last trading day before the Merger Date.

In April, 2016, we closed an underwritten public offering of 65,550,000 Class A ordinary shares at $9.25 per share. 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 2018 annual general meeting, our shareholders authorized the allotment of 145.6 million Class A ordinary shares (or 291.2 million Class A ordinary shares in connection with an offer by way of a rights issue or other similar issue). This authority was further increased by shareholders at an additional general meeting on February 21, 2019, expiring at the next annual shareholder meeting or at the close of business on April 22, 2020 (whichever is earlier).

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.

Our shareholders approved a new share repurchase program at our annual shareholder meeting held in May 2018. Subject to certain provisions under English law, including the requirement of Ensco plc to have sufficient distributable reserves, we may repurchase shares up to a maximum of $500.0 million in the aggregate from one or more financial intermediaries under the program, but in no case more than 65.0 million shares. The program terminates in May 2023. Our prior share repurchase program approved by our shareholders in 2013, under which we could repurchase up to a maximum of $2.0 billion in the aggregate, not to exceed 35.0 million shares, expired in May 2018. As of December 31, 2018, there had been no share repurchases under this program.