Bond Diamond Ocean Drilling 4.875% ( US25271CAN20 ) in USD

Diamond Ocean Drilling

100 % ▲

United States

US25271CAN20 ( in USD )

4.875% per year ( payment 2 times a year)

31/10/2043

Prospectus brochure of the bond Diamond Offshore Drilling US25271CAN20 en USD 4.875%, maturity 31/10/2043

25271CAN2

01/05/2026 ( In 81 days )

Diamond Offshore Drilling is a leading provider of offshore contract drilling services for the energy industry, operating a fleet of modern, technologically advanced drillships and semisubmersible rigs worldwide.

The Bond issued by Diamond Ocean Drilling ( United States ) , in USD, with the ISIN code US25271CAN20, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/10/2043

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
424B2 1 d614231d424b2.htm 424B2
Table of Contents

Filed pursuant to Rule 424(b)(2)
Registration No. 333-18004
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration
Securities to be Registered

Registered

Per Share

Offering Price

Fee(2)
Debt Securities
$1,000,000,000
(1)
$997,805,000
$128,517.28

(1) The 3.45% Senior Notes due 2023 have a maximum public offering price of 99.590%. The 4.875% Senior Notes due 2043 have
a maximum public offering price of 99.844%.

(2) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
1 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents

Prospectus Supplement
To Prospectus dated March 9, 2012

$250,000,000 3.45% Senior Notes due 2023
$750,000,000 4.875% Senior Notes due 2043

We are offering $250,000,000 aggregate principal amount of 3.45% senior notes due 2023, which we refer to as the 2023 notes, and
$750,000,000 aggregate principal amount of 4.875% senior notes due 2043, which we refer to as the 2043 notes. We refer to the 2023 notes and
the 2043 notes collectively as the notes.
The 2023 notes wil bear interest at the rate of 3.45% per year and mature on November 1, 2023. The 2043 notes will bear interest at the rate
of 4.875% per year and mature on November 1, 2043. Interest on the notes is payable on May 1 and November 1 of each year, beginning on
May 1, 2014. Interest on the notes wil accrue from November 5, 2013.
We may redeem some or all of the notes at any time at the applicable redemption prices described in this prospectus supplement under the
caption "Description of Notes -- Optional Redemption." In each case, we also wil pay accrued and unpaid interest, if any, to, but excluding, the
redemption date.
The notes will be unsecured and wil rank equally with all our other existing and future unsecured and unsubordinated indebtedness.
The notes will be issued only in registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes are
a new issue of securities with no established trading market. We do not currently intend to apply for listing of the notes on any securities exchange
or to be quoted on any automated quotation system.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 and the information
incorporated by reference in this prospectus supplement for a discussion of important factors you should
consider carefully before deciding to purchase the notes.
The offering price set forth above does not include accrued interest, if any. Interest on the notes wil accrue from November 5, 2013 to the
date of delivery.

Per 2023 Note

Total

Per 2043 Note

Total

Public Offering Price

99.590%(1)
$248,975,000

99.844%(1)
$748,830,000
Underwriting Discount and Commissions

0.650%

$ 1,625,000

0.875%

$ 6,562,500
Proceeds to Diamond Offshore (before
expenses)

98.940%

$247,350,000

98.969%

$742,267,500

(1) Plus interest, if any, from November 5, 2013 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The underwriters expect to deliver the notes to investors on or about November 5, 2013 in book-entry form through The Depository Trust
Company for the account of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking,
société anonyme.

Joint Book-Running Managers

2 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...

Citigroup

HSBC

SunTrust Robinson Humphrey
Co-Managers

BNY Mellon Capital Markets, LLC

Goldman, Sachs & Co.
PNC Capital Markets LLC
RBC Capital Markets
The date of this prospectus supplement is October 31, 2013
3 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents
You should read this prospectus supplement along with the accompanying prospectus carefully before you invest in the
notes. These documents contain or incorporate by reference important information you should consider before making your
investment decision. This prospectus supplement contains specific information about the notes being offered and the
accompanying prospectus contains a general description of the notes. This prospectus supplement may add, update or change
information in the accompanying prospectus. We have not, and the underwriters have not, authorized anyone else to provide
any information other than that contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor
the underwriters take responsibility for, or can provide assurance as to the reliability of, any other information that others
may give you. You should not assume that the information contained in this prospectus supplement and the accompanying
prospectus, as well as the information incorporated by reference, is accurate as of any date other than the date on the front
cover of this prospectus supplement, or the date of such incorporated information, as applicable. Our business, financial
condition, results of operations and prospects may have changed since those respective dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-1
Where You Can Find More information
S-2
Special Note Regarding Forward-Looking Statements
S-3
Prospectus Supplement Summary
S-6
Risk Factors
S-9
Use of Proceeds
S-11
Ratio of Earnings to Fixed Charges
S-12
Capitalization
S-13
Selected Consolidated Financial Data
S-14
Description of Notes
S-15
Certain Material United States Federal Income Tax Consequences
S-26
Underwriting
S-31
Legal Matters
S-34
Experts
S-34
Prospectus

Page
About This Prospectus

1
Forward-Looking Statements

1
About Diamond Offshore

1
Where You Can Find More Information

2
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

3
Description of Capital Stock

12
Description of Warrants

16
Description of Subscription Rights

17
Description of Stock Purchase Contracts and Stock Purchase Units

17
Plan of Distribution

18
Legal Matters

22
Experts

22

S-i
4 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the notes
we are offering and certain other matters relating to our business. The second part, the accompanying base prospectus, gives more
general information, some of which does not apply to the notes we are offering. Generally, when we refer to this prospectus, we are
referring to both parts of this document combined, including the information incorporated by reference in the prospectus. If the
description of the notes in the prospectus supplement differs from the description in the base prospectus, the description in the
prospectus supplement supersedes the description in the base prospectus and you should rely on the information in this prospectus
supplement.
Before purchasing any notes, you should carefully read both this prospectus supplement and the accompanying prospectus,
together with the additional information described under the heading "Where You Can Find More Information."
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of an offer to
buy, any securities other than the registered securities to which they relate, nor do this prospectus supplement and the accompanying
prospectus constitute an offer to sell or a solicitation of an offer to buy these securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
In this prospectus supplement and the accompanying prospectus, unless otherwise specified or the context otherwise requires,
references to "dollars" and "$" are to U.S. dollars. Unless otherwise specified or the context otherwise requires, when used in this
prospectus supplement, the terms "Diamond Offshore," "we," "our company," "our" and "us" refer to Diamond Offshore Drilling,
Inc., a Delaware corporation, and its consolidated subsidiaries.
This prospectus supplement and the accompanying prospectus are based on information provided by us and by other sources that
we believe are reliable. We cannot assure you that this information is accurate or complete. This prospectus supplement and the
accompanying prospectus summarize certain documents and other information and we refer you to them for a more complete
understanding of what we discuss in this prospectus supplement and the accompanying prospectus. In making an investment decision,
you must rely on your own examination of our company and the terms of the offering and the notes, including the merits and risks
involved.
We are not making any representation to any purchaser of the notes regarding the legality of an investment in the notes by such
purchaser under any legal investment or similar laws or regulations. You should not consider any information in this prospectus
supplement or the accompanying prospectus to be legal, business or tax advice. You should consult your own attorney, business
advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.

S-1
5 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission, or the "Commission," a registration statement under the Securities
Act of 1933, as amended, or the "Securities Act," that registers the distribution of the notes. The registration statement, including the
attached exhibits, contains additional relevant information about us and the securities we may offer. The rules and regulations of the
Commission allow us to omit certain information included in the registration statement from this prospectus supplement and the
accompanying prospectus.
We file annual, quarterly and current reports, proxy statements and other information with the Commission. You may read and
copy any reports or other information that we file with the Commission at the Commission's Public Reference Room located at
100 F Street, N.E., Washington D.C. 20549. You may also receive copies of these documents upon payment of a duplicating fee by
writing to the Commission's Public Reference Room. Please call the Commission at 1-800-SEC-0330 for further information on the
Public Reference Room. Our filings with the Commission are also available to the public from commercial document retrieval
services, at our website (www.diamondoffshore.com) and at the Commission's website (www.sec.gov). Information on our website is
not incorporated into this prospectus or our other filings with the Commission and is not a part of this prospectus or those filings.
The Commission allows us to "incorporate by reference" the information that we file with it into this prospectus supplement and
the accompanying prospectus. This means that we can disclose important information to you by referring you to other documents filed
separately with the Commission, including our annual, quarterly and current reports. The information incorporated by reference is
considered to be a part of this prospectus supplement and the accompanying prospectus, except for any information that is modified or
superseded by information contained in this prospectus supplement or any other subsequently filed document that is incorporated by
reference into this prospectus. The information incorporated by reference is an important part of this prospectus supplement and the
accompanying prospectus. All documents filed (but not those or portions thereof that are furnished) by us with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the "Exchange Act," between
the date of this prospectus supplement and the termination or completion of the offering of the notes will be incorporated by reference
into this prospectus and will automatically update and supersede the information in this prospectus supplement, the accompanying
prospectus and any previously filed document that is incorporated by reference into this prospectus.
The following documents have been filed by us with the Commission (File No. 1-13926) and are incorporated by reference into
this prospectus:

·
Our annual report on Form 10-K for the fiscal year ended December 31, 2012;

·
Those portions of our definitive proxy statement on Schedule 14A filed on March 26, 2013 incorporated by reference into

our annual report on Form 10-K for the fiscal year ended December 31, 2012;

·
Our quarterly reports on Form 10-Q for our fiscal quarters ended March 31, 2013, June 30, 2013 and September 30,

2013; and

·
Our current reports on Form 8-K filed May 17, 2013; May 29, 2013; September 24, 2013; October 8, 2013; and October

31, 2013.
You can obtain any of the documents incorporated herein by reference from us without charge (other than exhibits unless such
exhibits are specifically incorporated by reference in this prospectus supplement). You may request a copy of these filings by writing
or telephoning us at the following address or telephone number:
Diamond Offshore Drilling, Inc.
15415 Katy Freeway, Suite 100
Houston, Texas 77094
Attention: Investor Relations
Telephone: (281) 492-5300

S-2
6 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Investors are cautioned that certain statements contained or incorporated by reference in this prospectus supplement constitute
"forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking
statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or
achievements, and may contain or be identified by the words "expect," "intend," "plan," "predict," "anticipate," "estimate,"
"believe," "should," "could," "may," "might," "will," "will be," "will continue," "will likely result," "project," "forecast," "budget"
and similar expressions. In addition, any statement concerning future financial performance (including, without limitation, future
revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by or against us, which may
be provided by management, are also forward-looking statements as so defined. Statements that contain forward-looking statements
include, but are not limited to, information concerning our possible or assumed future results of operations and statements about the
following subjects:

·
future market conditions and the effect of such conditions on our future results of operations;

·
future uses of and requirements for financial resources;

·
interest rate and foreign exchange risk;

·

future
contractual
obligations;

·
future operations outside the United States including, without limitation, our operations in Mexico, Egypt and Brazil;

·
effects of the Macondo well blowout;

·

business
strategy;

·

growth
opportunities;

·

competitive
position;

·

expected
financial
position;

·
future cash flows and contract backlog;

·
future regular or special dividends;

·

financing
plans;

·

market
outlook;

·

tax
planning;

·
debt levels and the impact of changes in the credit markets and credit ratings for our debt;

·
budgets for capital and other expenditures;

·
timing and duration of required regulatory inspections for our drilling rigs;

·
timing and cost of completion of rig upgrades, construction projects (including, without limitation, our four drillships under

construction, our ultra-deepwater floater under construction, the Ocean Onyx and the Ocean Apex) and other capital
projects (including, without limitation, the Ocean Patriot enhancements);

·
delivery dates and drilling contracts related to rig conversion or upgrade projects, construction projects, other capital

projects or rig acquisitions;

·
plans and objectives of management;

·
idling drilling rigs or reactivating stacked rigs;

S-3
7 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents

·
assets held for sale;

·

asset
impairment
evaluations;

·
performance of contracts;

·
outcomes of legal proceedings;

·
compliance with applicable laws; and

·
availability, limits and adequacy of insurance or indemnification.
These types of statements are based on current expectations about future events and inherently are subject to a variety of
assumptions, risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from
those expected, projected or expressed in forward-looking statements. These risks and uncertainties include, among others, the
following:

·
those described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31,

2012 and in this prospectus supplement beginning on page S-9;

·
general economic and business conditions;

·
worldwide demand for oil and natural gas;

·
changes in foreign and domestic oil and gas exploration, development and production activity;

·
oil and natural gas price fluctuations and related market expectations;

·
the ability of the Organization of Petroleum Exporting Countries, commonly called OPEC, to set and maintain production

levels and pricing, and the level of production in non-OPEC countries;

·
policies of various governments regarding exploration and development of oil and gas reserves;

·
our inability to obtain contracts for our rigs that do not have contracts;

·
the cancellation of contracts included in our reported contract backlog;

·
advances in exploration and development technology;

·
the worldwide political and military environment, including, for example, in oil-producing regions and locations where

our rigs are operating or where we have rigs under construction;

·

casualty
losses;

·
operating hazards inherent in drilling for oil and gas offshore;

·
the risk of physical damage to rigs and equipment caused by named windstorms in the U.S. Gulf of Mexico;

·
industry fleet capacity, including, without limitation, construction of new drilling rig capacity in Brazil;

·
market conditions in the offshore contract drilling industry, including, without limitation, dayrates and utilization levels;

·

competition;

·
changes in foreign, political, social and economic conditions;

·
risks of international operations, compliance with foreign laws and taxation policies and expropriation or nationalization

of equipment and assets;

·
risks of potential contractual liabilities pursuant to our various drilling contracts in effect from time to time;

·
the ability of customers and suppliers to meet their obligations to us and our subsidiaries;

S-4
8 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents

·
the risk that a letter of intent may not result in a definitive agreement;

·
foreign exchange and currency fluctuations and regulations, and the inability to repatriate income or capital;

·
risks of war, military operations, other armed hostilities, terrorist acts and embargoes;

·
changes in offshore drilling technology, which could require significant capital expenditures in order to maintain

competitiveness;

·
regulatory initiatives and compliance with governmental regulations including, without limitation, regulations pertaining to

climate change, carbon emissions or energy use;

·
compliance with and liability under environmental laws and regulations;

·
potential changes in accounting policies by the Financial Accounting Standards Board, the Commission or regulatory

agencies for our industry which may cause us to revise our financial accounting and/or disclosures in the future, and which
may change the way analysts measure our business or financial performance;

·
development and exploitation of alternative fuels;

·

customer
preferences;

·
effects of litigation, tax audits and contingencies and the impact of compliance with judicial rulings and jury verdicts;

·
cost, availability, limits and adequacy of insurance;

·
invalidity of assumptions used in the design of our controls and procedures;

·
the results of financing efforts;

·
the risk that future regular or special dividends may not be declared;

·
adequacy of our sources of liquidity;

·
risks resulting from our indebtedness;

·

public
health
threats;

·

negative
publicity;

·
impairments of assets;

·
the availability of qualified personnel to operate and service our drilling rigs; and

·
various other matters, many of which are beyond our control.
The risks and uncertainties included here are not exhaustive. Other sections of this prospectus supplement and our other filings
with the Commission include additional factors that could adversely affect our business, results of operations and financial
performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with
regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based.

S-5
9 of 64
11/4/2013 8:02 AM

424B2
http://www.sec.gov/Archives/edgar/data/949039/000119312513423256/...
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about our company and the offering and may not contain all of the
information that is important to you. To better understand this offering, you should read this entire document carefully, as
well as those additional documents to which we refer you. See "Where You Can Find More Information."
About Diamond Offshore Drilling, Inc.
We are a leader in offshore drilling, providing contract drilling services to the energy industry around the globe with a fleet
of 45 offshore drilling rigs, including seven rigs under construction. Our fleet consists of 33 semisubmersibles, three of which are
under construction and an additional three of which are held for sale, seven jack-ups, one of which is held for sale, and five
dynamically positioned drillships, four of which are under construction.
Several of our construction projects are nearing completion, and we expect delivery of our first new drillship, the Ocean
BlackHawk, and the deepwater floater Ocean Onyx in the final quarter of 2013. During 2014, we expect delivery of our
remaining three drillships, the Ocean BlackHornet, the Ocean BlackRhino and the Ocean BlackLion, in the first, second and
fourth quarters, respectively, and the deepwater floater Ocean Apex in the third quarter of the year. Our most recently announced
project, construction of the Ocean GreatWhite, an ultra-deepwater harsh environment semisubmersible rig, is underway and is
expected to be completed in the first quarter of 2016. Construction work pursuant to the rig enhancement project for the Ocean
Patriot is expected to commence in the final quarter of 2013.
We drill in the waters of North America, South America, Europe, Africa, Asia, the Middle East and Australia. We offer
comprehensive drilling services to the global energy industry.
Our principal executive offices are located at 15415 Katy Freeway, Houston, Texas 77094, and our telephone number at that
location is (281) 492-5300.
The Offering

Issuer
Diamond Offshore Drilling, Inc.

Notes offered
$250,000,000 aggregate principal amount of 3.45% Senior Notes due 2023.

$750,000,000 aggregate principal amount of 4.875% Senior Notes due 2043.

The 2023 notes and the 2043 notes will each constitute a new series of

securities. The 2023 notes and the 2043 notes will constitute separate series
under the indenture governing the notes.

Maturity date
2023 notes: November 1, 2023.

2043 notes: November 1, 2043.

Interest rate
2023 notes: 3.45% per year.

2043 notes: 4.875% per year.

S-6
10 of 64
11/4/2013 8:02 AM