|
UNITED STATES
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
WASHINGTON, D.C. 20549
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|
(Mark One)
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|
Form 10-Q
|
|
|
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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For the quarterly period ended March 31, 2015
|
|
|
or
|
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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For the transition period from __________________________________to __________________________________
|
|
|
Commission file number 001-36504
|
|
Ireland
|
|
98-0606750
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
Bahnhofstrasse 1, 6340 Baar, Switzerland
|
|
CH 6340
|
(Address of Principal Executive Offices including Zip Code)
|
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(Zip Code)
|
|
N/A
|
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||
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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TABLE OF CONTENTS
|
PAGE
|
|
|
||
|
|
|
|
||
|
Three Months Ended March 31,
|
||||||
(Dollars and shares in millions, except per share amounts)
|
2015
|
|
2014
|
||||
Revenues:
|
|
|
|
||||
Products
|
$
|
1,040
|
|
|
$
|
1,446
|
|
Services
|
1,754
|
|
|
2,150
|
|
||
Total Revenues
|
2,794
|
|
|
3,596
|
|
||
|
|
|
|
||||
Costs and Expenses:
|
|
|
|
||||
Cost of Products
|
903
|
|
|
1,064
|
|
||
Cost of Services
|
1,299
|
|
|
1,775
|
|
||
Research and Development
|
64
|
|
|
69
|
|
||
Selling, General and Administrative Attributable to Segments
|
363
|
|
|
414
|
|
||
Corporate General and Administrative
|
77
|
|
|
74
|
|
||
Restructuring Charges
|
41
|
|
|
70
|
|
||
Gain on Sale of Business, Net
|
(3
|
)
|
|
—
|
|
||
Total Costs and Expenses
|
2,744
|
|
|
3,466
|
|
||
|
|
|
|
||||
Operating Income
|
50
|
|
|
130
|
|
||
|
|
|
|
||||
Other Income (Expense):
|
|
|
|
||||
Interest Expense, Net
|
(120
|
)
|
|
(126
|
)
|
||
Devaluation of Venezuelan Bolivar
|
(26
|
)
|
|
—
|
|
||
Other, Net
|
(11
|
)
|
|
(9
|
)
|
||
|
|
|
|
||||
Loss Before Income Taxes
|
(107
|
)
|
|
(5
|
)
|
||
Provision for Income Taxes
|
—
|
|
|
(27
|
)
|
||
Net Loss
|
(107
|
)
|
|
(32
|
)
|
||
Net Income Attributable to Noncontrolling Interests
|
(11
|
)
|
|
(9
|
)
|
||
Net Loss Attributable to Weatherford
|
$
|
(118
|
)
|
|
$
|
(41
|
)
|
|
|
|
|
||||
Loss Per Share Attributable to Weatherford:
|
|
|
|
||||
Basic and Diluted
|
$
|
(0.15
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
||||
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic and Diluted
|
778
|
|
|
776
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Net Loss
|
$
|
(107
|
)
|
|
$
|
(32
|
)
|
Other Comprehensive Loss, Net of Tax:
|
|
|
|
||||
Currency Translation Adjustments
|
(345
|
)
|
|
(202
|
)
|
||
Defined Benefit Pension Activity
|
22
|
|
|
—
|
|
||
Other Comprehensive Loss
|
(323
|
)
|
|
(202
|
)
|
||
Comprehensive Loss
|
(430
|
)
|
|
(234
|
)
|
||
Comprehensive Income Attributable to Noncontrolling Interests
|
(11
|
)
|
|
(9
|
)
|
||
Comprehensive Loss Attributable to Weatherford
|
$
|
(441
|
)
|
|
$
|
(243
|
)
|
|
March 31,
|
|
December 31,
|
||||
(Dollars and shares in millions, except par value)
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
512
|
|
|
$
|
474
|
|
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $111 and $108
|
2,631
|
|
|
3,015
|
|
||
Inventories, Net
|
3,052
|
|
|
3,087
|
|
||
Deferred Tax Assets
|
294
|
|
|
303
|
|
||
Other Current Assets
|
1,103
|
|
|
1,065
|
|
||
Total Current Assets
|
7,592
|
|
|
7,944
|
|
||
|
|
|
|
||||
Property, Plant and Equipment, Net of Accumulated Depreciation of $6,976 and $6,895
|
6,932
|
|
|
7,123
|
|
||
Goodwill
|
2,905
|
|
|
3,011
|
|
||
Other Intangible Assets, Net of Accumulated Amortization of $746 and $744
|
406
|
|
|
440
|
|
||
Equity Investments
|
101
|
|
|
106
|
|
||
Other Non-Current Assets
|
287
|
|
|
265
|
|
||
Total Assets
|
$
|
18,223
|
|
|
$
|
18,889
|
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term Borrowings and Current Portion of Long-term Debt
|
$
|
1,554
|
|
|
$
|
727
|
|
Accounts Payable
|
1,462
|
|
|
1,736
|
|
||
Accrued Salaries and Benefits
|
387
|
|
|
425
|
|
||
Income Taxes Payable
|
198
|
|
|
230
|
|
||
Other Current Liabilities
|
792
|
|
|
909
|
|
||
Total Current Liabilities
|
4,393
|
|
|
4,027
|
|
||
|
|
|
|
||||
Long-term Debt
|
6,278
|
|
|
6,798
|
|
||
Other Non-Current Liabilities
|
954
|
|
|
1,031
|
|
||
Total Liabilities
|
11,625
|
|
|
11,856
|
|
||
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 774 shares at March 31, 2015 and December 31, 2014
|
1
|
|
|
1
|
|
||
Capital in Excess of Par Value
|
5,423
|
|
|
5,411
|
|
||
Retained Earnings
|
2,309
|
|
|
2,427
|
|
||
Accumulated Other Comprehensive Loss
|
(1,204
|
)
|
|
(881
|
)
|
||
Weatherford Shareholders’ Equity
|
6,529
|
|
|
6,958
|
|
||
Noncontrolling Interests
|
69
|
|
|
75
|
|
||
Total Shareholders’ Equity
|
6,598
|
|
|
7,033
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
18,223
|
|
|
$
|
18,889
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net Loss
|
$
|
(107
|
)
|
|
$
|
(32
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
|
|
|
||||
Depreciation and Amortization
|
316
|
|
|
351
|
|
||
Employee Share-Based Compensation Expense
|
15
|
|
|
15
|
|
||
Deferred Income Tax Provision (Benefit)
|
(36
|
)
|
|
44
|
|
||
Devaluation of Venezuelan Bolivar
|
26
|
|
|
—
|
|
||
Other, Net
|
78
|
|
|
27
|
|
||
Change in Operating Assets and Liabilities, Net of Effect of Businesses Acquired:
|
|
|
|
||||
Accounts Receivable
|
320
|
|
|
(167
|
)
|
||
Inventories
|
(32
|
)
|
|
(65
|
)
|
||
Other Current Assets
|
(63
|
)
|
|
(7
|
)
|
||
Accounts Payable
|
(251
|
)
|
|
(52
|
)
|
||
Billings in Excess of Costs and Estimated Earnings
|
1
|
|
|
(53
|
)
|
||
Other Current Liabilities
|
(238
|
)
|
|
(375
|
)
|
||
Other, Net
|
(71
|
)
|
|
(92
|
)
|
||
Net Cash Used in Operating Activities
|
(42
|
)
|
|
(406
|
)
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital Expenditures for Property, Plant and Equipment
|
(224
|
)
|
|
(286
|
)
|
||
Acquisition of Intellectual Property
|
—
|
|
|
(2
|
)
|
||
Proceeds from Sale of Assets and Businesses, Net
|
3
|
|
|
14
|
|
||
Net Cash Used in Investing Activities
|
(221
|
)
|
|
(274
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities:
|
|
|
|
||||
Repayments of Long-term Debt, Net
|
(154
|
)
|
|
(17
|
)
|
||
Borrowings of Short-term Debt, Net
|
479
|
|
|
625
|
|
||
Other Financing Activities, Net
|
(18
|
)
|
|
(3
|
)
|
||
Net Cash Provided by Financing Activities
|
307
|
|
|
605
|
|
||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(6
|
)
|
|
7
|
|
||
|
|
|
|
||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
38
|
|
|
(68
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
474
|
|
|
435
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
512
|
|
|
$
|
367
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Interest Paid
|
$
|
171
|
|
|
$
|
179
|
|
Income Taxes Paid, Net of Refunds
|
$
|
88
|
|
|
$
|
103
|
|
|
Three Months Ended March 31, 2015
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2015 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
8
|
|
$
|
—
|
|
$
|
8
|
|
MENA/Asia Pacific
|
5
|
|
1
|
|
6
|
|
|||
Europe/SSA/Russia
|
7
|
|
—
|
|
7
|
|
|||
Latin America
|
12
|
|
—
|
|
12
|
|
|||
Subtotal
|
32
|
|
1
|
|
33
|
|
|||
Land Drilling Rigs
|
5
|
|
—
|
|
5
|
|
|||
Corporate and Research and Development
|
3
|
|
—
|
|
3
|
|
|||
Total
|
$
|
40
|
|
$
|
1
|
|
$
|
41
|
|
|
Three Months Ended March 31, 2014
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2014 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
9
|
|
$
|
—
|
|
$
|
9
|
|
MENA/Asia Pacific
|
4
|
|
—
|
|
4
|
|
|||
Europe/SSA/Russia
|
15
|
|
4
|
|
19
|
|
|||
Latin America
|
19
|
|
—
|
|
19
|
|
|||
Subtotal
|
47
|
|
4
|
|
51
|
|
|||
Land Drilling Rigs
|
3
|
|
—
|
|
3
|
|
|||
Corporate and Research and Development
|
16
|
|
—
|
|
16
|
|
|||
Total
|
$
|
66
|
|
$
|
4
|
|
$
|
70
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||
|
2015 Plan
|
|
2014 Plan
|
|
Total Severance
|
||||||||||||
|
|
Other
|
|
|
Other
|
|
and Other
|
||||||||||
|
Severance
|
Restructuring
|
|
Severance
|
Restructuring
|
|
Restructuring
|
||||||||||
(Dollars in millions)
|
Liability
|
Liability
|
|
Liability
|
Liability
|
|
Liability
|
||||||||||
North America
|
$
|
16
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
1
|
|
|
$
|
17
|
|
MENA/Asia Pacific
|
6
|
|
1
|
|
|
1
|
|
4
|
|
|
12
|
|
|||||
Europe/SSA/Russia
|
7
|
|
—
|
|
|
—
|
|
4
|
|
|
11
|
|
|||||
Latin America
|
3
|
|
—
|
|
|
—
|
|
—
|
|
|
3
|
|
|||||
Subtotal
|
32
|
|
1
|
|
|
1
|
|
9
|
|
|
43
|
|
|||||
Land Drilling Rigs
|
1
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
|||||
Corporate and Research and Development
|
—
|
|
—
|
|
|
5
|
|
—
|
|
|
5
|
|
|||||
Total
|
$
|
33
|
|
$
|
1
|
|
|
$
|
6
|
|
$
|
9
|
|
|
$
|
49
|
|
|
|
|
Three Months Ended March 31, 2015
|
|
|
||||||||||||||
(Dollars in millions)
|
Accrued Balance at December 31, 2014
|
|
Charges
|
|
Cash Payments
|
|
Other
|
|
Accrued Balance at March 31, 2015
|
||||||||||
2015 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
$
|
53
|
|
|
$
|
40
|
|
|
$
|
(58
|
)
|
|
$
|
(2
|
)
|
|
$
|
33
|
|
Other restructuring liability
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
2014 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
14
|
|
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
6
|
|
|||||
Other restructuring liability
|
12
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
9
|
|
|||||
Total severance and other restructuring liability
|
$
|
79
|
|
|
$
|
41
|
|
|
$
|
(65
|
)
|
|
$
|
(6
|
)
|
|
$
|
49
|
|
(Dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Raw materials, components and supplies
|
$
|
170
|
|
|
$
|
194
|
|
Work in process
|
117
|
|
|
135
|
|
||
Finished goods
|
2,765
|
|
|
2,758
|
|
||
|
$
|
3,052
|
|
|
$
|
3,087
|
|
(Dollars in millions)
|
North
America
|
|
MENA/
Asia Pacific
|
|
Europe/
SSA/
Russia
|
|
Latin
America
|
|
Land Drilling Rigs
|
|
Total
|
||||||||||||
Balance at December 31, 2014
|
$
|
1,896
|
|
|
$
|
195
|
|
|
$
|
623
|
|
|
$
|
297
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
Foreign currency translation adjustments
|
(73
|
)
|
|
(3
|
)
|
|
(25
|
)
|
|
(5
|
)
|
|
—
|
|
|
(106
|
)
|
||||||
Balance at March 31, 2015
|
$
|
1,823
|
|
|
$
|
192
|
|
|
$
|
598
|
|
|
$
|
292
|
|
|
$
|
—
|
|
|
$
|
2,905
|
|
(Dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Commercial paper program
|
$
|
130
|
|
|
$
|
245
|
|
Revolving credit facility
|
625
|
|
|
—
|
|
||
364-day term loan facility
|
175
|
|
|
175
|
|
||
Other short-term bank loans
|
228
|
|
|
257
|
|
||
Total short-term borrowings
|
1,158
|
|
|
677
|
|
||
Current portion of long-term debt
|
396
|
|
|
50
|
|
||
Short-term borrowings and current portion of long-term debt
|
$
|
1,554
|
|
|
$
|
727
|
|
(Dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Fair value
|
$
|
6,592
|
|
|
$
|
6,733
|
|
Carrying value
|
6,498
|
|
|
6,660
|
|
(Dollars in millions)
|
|
March 31, 2015
|
|
December 31, 2014
|
|
Classification
|
||||
Derivative assets not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
5
|
|
|
$
|
12
|
|
|
Other Current Assets
|
|
|
|
|
|
|
|
||||
Derivative liabilities not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
(19
|
)
|
|
(17
|
)
|
|
Other Current Liabilities
|
||
Cross-currency swap contracts
|
|
—
|
|
|
(5
|
)
|
|
Other Liabilities
|
|
|
Gain (Loss) Recognized in Income
|
|
|
||||||
|
|
Three Months Ended March 31,
|
|
|
||||||
(Dollars In millions)
|
|
2015
|
|
2014
|
|
Classification
|
||||
Derivatives designated as fair value hedges:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
2
|
|
|
$
|
2
|
|
|
Interest Expense, Net
|
|
|
|
|
|
|
|
||||
Derivative liabilities not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
(66
|
)
|
|
(11
|
)
|
|
Other, Net
|
||
Cross-currency swap contracts
|
|
13
|
|
|
9
|
|
|
Other, Net
|
(Dollars in millions)
|
Par Value of Issued Shares
|
|
Capital In Excess of Par Value
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Shares
|
|
Non-controlling Interests
|
|
Total Shareholders’ Equity
|
||||||||||||||
Balance at December 31, 2013
|
$
|
775
|
|
|
$
|
4,600
|
|
|
$
|
3,011
|
|
|
$
|
(187
|
)
|
|
$
|
(37
|
)
|
|
$
|
41
|
|
|
$
|
8,203
|
|
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(32
|
)
|
|||||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||||
Equity Awards Granted, Vested and Exercised
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
8
|
|
|||||||
Balance at March 31, 2014
|
$
|
777
|
|
|
$
|
4,603
|
|
|
$
|
2,970
|
|
|
$
|
(389
|
)
|
|
$
|
(34
|
)
|
|
$
|
44
|
|
|
$
|
7,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2014
|
$
|
1
|
|
|
$
|
5,411
|
|
|
$
|
2,427
|
|
|
$
|
(881
|
)
|
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
7,033
|
|
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
|
11
|
|
|
(107
|
)
|
|||||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Balance at March 31, 2015
|
$
|
1
|
|
|
$
|
5,423
|
|
|
$
|
2,309
|
|
|
$
|
(1,204
|
)
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
6,598
|
|
(Dollars in millions)
|
Currency Translation Adjustment
|
|
Defined Benefit Pension
|
|
Deferred Loss on Derivatives
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
(140
|
)
|
|
$
|
(38
|
)
|
|
$
|
(9
|
)
|
|
$
|
(187
|
)
|
Other comprehensive loss
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
||||
Balance at March 31, 2014
|
$
|
(342
|
)
|
|
$
|
(38
|
)
|
|
$
|
(9
|
)
|
|
$
|
(389
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2014
|
$
|
(813
|
)
|
|
$
|
(57
|
)
|
|
$
|
(11
|
)
|
|
$
|
(881
|
)
|
Other comprehensive income (loss) before reclassifications
|
(345
|
)
|
|
20
|
|
|
—
|
|
|
(325
|
)
|
||||
Reclassifications
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Net activity
|
(345
|
)
|
|
22
|
|
|
—
|
|
|
(323
|
)
|
||||
Balance at March 31, 2015
|
$
|
(1,158
|
)
|
|
$
|
(35
|
)
|
|
$
|
(11
|
)
|
|
$
|
(1,204
|
)
|
|
Three Months Ended March 31,
|
||||
(Shares in millions)
|
2015
|
|
2014
|
||
Basic and diluted weighted average shares outstanding
|
778
|
|
|
776
|
|
|
Three Months Ended March 31,
|
||||
(Shares in millions)
|
2015
|
|
2014
|
||
Anti-dilutive potential shares due to net loss
|
2
|
|
|
5
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Share-based compensation
|
$
|
15
|
|
|
$
|
15
|
|
Related tax benefit
|
3
|
|
|
3
|
|
|
Three Months Ended March 31, 2015
|
||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income
from
Operations
|
|
Depreciation
and
Amortization
|
||||||
North America
|
$
|
1,163
|
|
|
$
|
(10
|
)
|
|
$
|
105
|
|
MENA/Asia Pacific
|
533
|
|
|
60
|
|
|
65
|
|
|||
Europe/SSA/Russia
|
417
|
|
|
71
|
|
|
50
|
|
|||
Latin America
|
486
|
|
|
98
|
|
|
61
|
|
|||
Subtotal
|
2,599
|
|
|
219
|
|
|
281
|
|
|||
Land Drilling Rigs
|
195
|
|
|
10
|
|
|
29
|
|
|||
|
2,794
|
|
|
229
|
|
|
310
|
|
|||
Corporate and Research and Development
|
|
|
(120
|
)
|
|
6
|
|
||||
Restructuring Charges
(a)
|
|
|
(41
|
)
|
|
|
|||||
Gain on Sale of Business, Net
|
|
|
3
|
|
|
|
|||||
Other Items
(b)
|
|
|
(21
|
)
|
|
|
|||||
Total
|
$
|
2,794
|
|
|
$
|
50
|
|
|
$
|
316
|
|
(a)
|
For the
three months ended March 31, 2015
, we recognized restructuring charges of
$41 million
:
$8 million
in North America,
$6 million
in MENA/Asia Pacific,
$7 million
in Europe/SSA/Russia,
$12 million
in Latin America,
$5 million
in
Land Drilling Rigs
and
$3 million
in Corporate and Research and Development.
|
(b)
|
The
three months ended March 31, 2015
includes professional fees of
$13 million
related to the divestiture of our non-core businesses, restatement related litigation, post-settlement monitor and auditor expenses and other charges of
$8 million
.
|
|
Three Months Ended March 31, 2014
|
||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income
from
Operations
|
|
Depreciation
and
Amortization
|
||||||
North America
|
$
|
1,610
|
|
|
$
|
196
|
|
|
$
|
107
|
|
MENA/Asia Pacific
|
619
|
|
|
5
|
|
|
72
|
|
|||
Europe/SSA/Russia
|
516
|
|
|
78
|
|
|
54
|
|
|||
Latin America
|
509
|
|
|
90
|
|
|
58
|
|
|||
Subtotal
|
3,254
|
|
|
369
|
|
|
291
|
|
|||
Land Drilling Rigs
|
342
|
|
|
(27
|
)
|
|
54
|
|
|||
|
3,596
|
|
|
342
|
|
|
345
|
|
|||
Corporate and Research and Development
|
|
|
(116
|
)
|
|
6
|
|
||||
Restructuring Charges
(c)
|
|
|
(70
|
)
|
|
|
|||||
Other Items
(d)
|
|
|
(26
|
)
|
|
|
|||||
Total
|
$
|
3,596
|
|
|
$
|
130
|
|
|
$
|
351
|
|
(c)
|
For the
three months ended March 31, 2014
, we recognized restructuring charges of
$70 million
:
$9 million
in North America,
$4 million
in MENA/Asia Pacific,
$19 million
in Europe/SSA/Russia,
$19 million
in Latin America,
$3 million
in
Land Drilling Rigs
and
$16 million
in Corporate and Research and Development.
|
(d)
|
The
three months ended March 31, 2014
includes professional fees of
$23 million
related to the divestiture of our non-core businesses, restatement related litigation, the settlement of the U.S. government investigations and redomestication and other charges of
$3 million
.
|
|
Total Assets
|
|||||
|
March 31,
|
December 31,
|
||||
(Dollars in millions)
|
2015
|
2014
|
||||
North America
|
$
|
6,675
|
|
$
|
7,297
|
|
MENA/Asia Pacific
|
3,006
|
|
3,022
|
|
||
Europe/SSA/Russia
|
3,132
|
|
3,106
|
|
||
Latin America
|
3,163
|
|
3,211
|
|
||
Subtotal
|
15,976
|
|
16,636
|
|
||
Land Drilling Rigs
|
1,880
|
|
1,907
|
|
||
|
17,856
|
|
18,543
|
|
||
Corporate and Research and Development
|
367
|
|
346
|
|
||
Total
|
$
|
18,223
|
|
$
|
18,889
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford Bermuda
|
|
Weatherford Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,794
|
|
|
$
|
—
|
|
|
$
|
2,794
|
|
Costs and Expenses
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(2,737
|
)
|
|
—
|
|
|
(2,744
|
)
|
||||||
Operating Income (Loss)
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
50
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense, Net
|
—
|
|
|
(104
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
—
|
|
|
(120
|
)
|
||||||
Intercompany Charges, Net
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(111
|
)
|
|
75
|
|
|
(25
|
)
|
|
—
|
|
|
61
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(37
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(118
|
)
|
|
(64
|
)
|
|
(38
|
)
|
|
52
|
|
|
61
|
|
|
(107
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
Net Income (Loss)
|
(118
|
)
|
|
(64
|
)
|
|
(33
|
)
|
|
47
|
|
|
61
|
|
|
(107
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(118
|
)
|
|
$
|
(64
|
)
|
|
$
|
(33
|
)
|
|
$
|
36
|
|
|
$
|
61
|
|
|
$
|
(118
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(441
|
)
|
|
$
|
(156
|
)
|
|
$
|
(69
|
)
|
|
$
|
(286
|
)
|
|
$
|
511
|
|
|
$
|
(441
|
)
|
(Dollars in millions)
|
Weatherford
Switzerland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,596
|
|
|
$
|
—
|
|
|
$
|
3,596
|
|
Costs and Expenses
|
(19
|
)
|
|
—
|
|
|
(1
|
)
|
|
(3,446
|
)
|
|
—
|
|
|
(3,466
|
)
|
||||||
Operating Income (Loss)
|
(19
|
)
|
|
—
|
|
|
(1
|
)
|
|
150
|
|
|
—
|
|
|
130
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense, Net
|
—
|
|
|
(105
|
)
|
|
(15
|
)
|
|
(6
|
)
|
|
—
|
|
|
(126
|
)
|
||||||
Intercompany Charges, Net
|
—
|
|
|
7,348
|
|
|
—
|
|
|
(7,348
|
)
|
|
—
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(21
|
)
|
|
80
|
|
|
11
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
||||||
Other, Net
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(41
|
)
|
|
7,319
|
|
|
(5
|
)
|
|
(7,208
|
)
|
|
(70
|
)
|
|
(5
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
6
|
|
|
(33
|
)
|
|
—
|
|
|
(27
|
)
|
||||||
Net Income (Loss)
|
(41
|
)
|
|
7,319
|
|
|
1
|
|
|
(7,241
|
)
|
|
(70
|
)
|
|
(32
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(41
|
)
|
|
$
|
7,319
|
|
|
$
|
1
|
|
|
$
|
(7,250
|
)
|
|
$
|
(70
|
)
|
|
$
|
(41
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(243
|
)
|
|
$
|
7,169
|
|
|
$
|
(135
|
)
|
|
$
|
(7,453
|
)
|
|
$
|
419
|
|
|
$
|
(243
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
22
|
|
|
$
|
456
|
|
|
$
|
—
|
|
|
$
|
512
|
|
Other Current Assets
|
4
|
|
|
—
|
|
|
532
|
|
|
7,138
|
|
|
(594
|
)
|
|
7,080
|
|
||||||
Total Current Assets
|
4
|
|
|
34
|
|
|
554
|
|
|
7,594
|
|
|
(594
|
)
|
|
7,592
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Investments in Affiliates
|
8,242
|
|
|
10,613
|
|
|
9,707
|
|
|
3,926
|
|
|
(32,488
|
)
|
|
—
|
|
||||||
Intercompany Receivables, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
10,116
|
|
|
(10,116
|
)
|
|
—
|
|
||||||
Other Assets
|
4
|
|
|
33
|
|
|
20
|
|
|
10,574
|
|
|
—
|
|
|
10,631
|
|
||||||
Total Assets
|
$
|
8,250
|
|
|
$
|
10,680
|
|
|
$
|
10,281
|
|
|
$
|
32,210
|
|
|
$
|
(43,198
|
)
|
|
$
|
18,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term Borrowings and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
1,466
|
|
|
$
|
6
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
1,554
|
|
Accounts Payable and Other Current Liabilities
|
42
|
|
|
185
|
|
|
—
|
|
|
3,206
|
|
|
(594
|
)
|
|
2,839
|
|
||||||
Total Current Liabilities
|
42
|
|
|
1,651
|
|
|
6
|
|
|
3,288
|
|
|
(594
|
)
|
|
4,393
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term Debt
|
—
|
|
|
5,239
|
|
|
910
|
|
|
129
|
|
|
—
|
|
|
6,278
|
|
||||||
Intercompany Payables, Net
|
1,668
|
|
|
5,836
|
|
|
2,612
|
|
|
—
|
|
|
(10,116
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
11
|
|
|
77
|
|
|
5
|
|
|
861
|
|
|
—
|
|
|
954
|
|
||||||
Total Liabilities
|
1,721
|
|
|
12,803
|
|
|
3,533
|
|
|
4,278
|
|
|
(10,710
|
)
|
|
11,625
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weatherford Shareholders’ Equity
|
6,529
|
|
|
(2,123
|
)
|
|
6,748
|
|
|
27,863
|
|
|
(32,488
|
)
|
|
6,529
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
8,250
|
|
|
$
|
10,680
|
|
|
$
|
10,281
|
|
|
$
|
32,210
|
|
|
$
|
(43,198
|
)
|
|
$
|
18,223
|
|
(Dollars in millions)
|
Weatherford
Switzerland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
451
|
|
|
$
|
—
|
|
|
$
|
474
|
|
Other Current Assets
|
4
|
|
|
12
|
|
|
544
|
|
|
7,524
|
|
|
(614
|
)
|
|
7,470
|
|
||||||
Total Current Assets
|
5
|
|
|
12
|
|
|
566
|
|
|
7,975
|
|
|
(614
|
)
|
|
7,944
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Investments in Affiliates
|
8,662
|
|
|
10,490
|
|
|
9,730
|
|
|
3,974
|
|
|
(32,856
|
)
|
|
—
|
|
||||||
Equity Held in Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Intercompany Receivables, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
10,490
|
|
|
(10,490
|
)
|
|
—
|
|
||||||
Other Assets
|
5
|
|
|
35
|
|
|
16
|
|
|
10,889
|
|
|
—
|
|
|
10,945
|
|
||||||
Total Assets
|
$
|
8,672
|
|
|
$
|
10,537
|
|
|
$
|
10,312
|
|
|
$
|
33,328
|
|
|
$
|
(43,960
|
)
|
|
$
|
18,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term Borrowings and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
618
|
|
|
$
|
6
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
727
|
|
Accounts Payable and Other Current Liabilities
|
43
|
|
|
256
|
|
|
—
|
|
|
3,615
|
|
|
(614
|
)
|
|
3,300
|
|
||||||
Total Current Liabilities
|
43
|
|
|
874
|
|
|
6
|
|
|
3,718
|
|
|
(614
|
)
|
|
4,027
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term Debt
|
—
|
|
|
5,749
|
|
|
911
|
|
|
137
|
|
|
1
|
|
|
6,798
|
|
||||||
Intercompany Payables, Net
|
1,666
|
|
|
6,202
|
|
|
2,622
|
|
|
—
|
|
|
(10,490
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
5
|
|
|
82
|
|
|
5
|
|
|
939
|
|
|
—
|
|
|
1,031
|
|
||||||
Total Liabilities
|
1,714
|
|
|
12,907
|
|
|
3,544
|
|
|
4,794
|
|
|
(11,103
|
)
|
|
11,856
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weatherford Shareholders’ Equity
|
6,958
|
|
|
(2,370
|
)
|
|
6,768
|
|
|
28,459
|
|
|
(32,857
|
)
|
|
6,958
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
8,672
|
|
|
$
|
10,537
|
|
|
$
|
10,312
|
|
|
$
|
33,328
|
|
|
$
|
(43,960
|
)
|
|
$
|
18,889
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(118
|
)
|
|
$
|
(64
|
)
|
|
$
|
(33
|
)
|
|
$
|
47
|
|
|
$
|
61
|
|
|
$
|
(107
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
—
|
|
|
15
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
111
|
|
|
(75
|
)
|
|
25
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(31
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Other Adjustments
|
(6
|
)
|
|
136
|
|
|
27
|
|
|
(56
|
)
|
|
—
|
|
|
101
|
|
||||||
Net Cash Provided (Used) by Operating Activities
|
(13
|
)
|
|
12
|
|
|
14
|
|
|
(55
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
||||||
Proceeds from Sale of Assets and Businesses, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Net Cash Provided (Used) by Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(221
|
)
|
|
—
|
|
|
(221
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
498
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
479
|
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
(147
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|
(154
|
)
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
12
|
|
|
(329
|
)
|
|
(13
|
)
|
|
330
|
|
|
—
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Net Cash Provided (Used) by Financing Activities
|
12
|
|
|
22
|
|
|
(14
|
)
|
|
287
|
|
|
—
|
|
|
307
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net Increase in Cash and Cash Equivalents
|
(1
|
)
|
|
34
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
38
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
1
|
|
|
—
|
|
|
22
|
|
|
451
|
|
|
—
|
|
|
474
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
22
|
|
|
$
|
456
|
|
|
$
|
—
|
|
|
$
|
512
|
|
(Dollars in millions)
|
Weatherford
Switzerland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(41
|
)
|
|
$
|
7,319
|
|
|
$
|
1
|
|
|
$
|
(7,241
|
)
|
|
$
|
(70
|
)
|
|
$
|
(32
|
)
|
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
—
|
|
|
(7,348
|
)
|
|
—
|
|
|
7,348
|
|
|
—
|
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
21
|
|
|
(80
|
)
|
|
(11
|
)
|
|
—
|
|
|
70
|
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
||||||
Other Adjustments
|
45
|
|
|
(322
|
)
|
|
(2
|
)
|
|
(139
|
)
|
|
—
|
|
|
(418
|
)
|
||||||
Net Cash Provided (Used) by Operating Activities
|
25
|
|
|
(431
|
)
|
|
(12
|
)
|
|
12
|
|
|
—
|
|
|
(406
|
)
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
—
|
|
|
(286
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Proceeds from Sale of Assets and Businesses, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Capital Contribution to Subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net Cash Provided (Used) by Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
(274
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
635
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
625
|
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(14
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
(19
|
)
|
|
(204
|
)
|
|
(7
|
)
|
|
230
|
|
|
—
|
|
|
—
|
|
||||||
Other, Net
|
(2
|
)
|
|
—
|
|
|
22
|
|
|
(23
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Net Cash Provided (Used) by Financing Activities
|
(21
|
)
|
|
431
|
|
|
12
|
|
|
183
|
|
|
—
|
|
|
605
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Net Increase in Cash and Cash Equivalents
|
4
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(68
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
—
|
|
|
—
|
|
|
—
|
|
|
435
|
|
|
—
|
|
|
435
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
363
|
|
|
$
|
—
|
|
|
$
|
367
|
|
•
|
Formation Evaluation and Well Construction
service lines include Managed-Pressure Drilling, Drilling Services,Tubular Running Services, Drilling Tools, Wireline Services, Testing and Production Services, Re-entry and Fishing, Cementing, Liner Systems, Integrated Laboratory Services and Surface Logging.
|
•
|
Completion and Production
service lines include Artificial Lift Systems, Stimulation and Completion Systems.
|
•
|
Land Drilling Rigs
encompasses our land drilling rigs business, including the products and services ancillary thereto.
|
|
WTI Oil
(a)
|
|
Henry Hub Gas
(b)
|
|
North
American
Rig Count
(c)
|
|
International Rig
Count
(c)
|
||||||
March 31, 2015
|
$
|
47.60
|
|
|
$
|
2.64
|
|
|
1,648
|
|
|
1,261
|
|
December 31, 2014
|
53.27
|
|
|
2.90
|
|
|
2,294
|
|
|
1,315
|
|
||
March 31, 2014
|
101.58
|
|
|
4.37
|
|
|
2,327
|
|
|
1,337
|
|
(a)
|
Price per barrel of West Texas Intermediate (“WTI”) crude oil of the date indicated at Cushing Oklahoma –
Source:
Thomson Reuters
|
(b)
|
Price per MM/BTU as of the date indicated at Henry Hub Louisiana –
Source:
Thomson Reuters
|
(c)
|
Average rig count for the period indicated –
Source:
Baker Hughes Rig Count
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(Dollars and shares in millions, except per share data)
|
2015
|
|
2014
|
|
Favorable (Unfavorable)
|
|
Percentage Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
1,163
|
|
|
$
|
1,610
|
|
|
$
|
(447
|
)
|
|
(28
|
)%
|
MENA/Asia Pacific
|
533
|
|
|
619
|
|
|
(86
|
)
|
|
(14
|
)%
|
|||
Europe/SSA/Russia
|
417
|
|
|
516
|
|
|
(99
|
)
|
|
(19
|
)%
|
|||
Latin America
|
486
|
|
|
509
|
|
|
(23
|
)
|
|
(5
|
)%
|
|||
Subtotal
|
2,599
|
|
|
3,254
|
|
|
(655
|
)
|
|
(20
|
)%
|
|||
Land Drilling Rigs
|
195
|
|
|
342
|
|
|
(147
|
)
|
|
(43
|
)%
|
|||
Total Revenues
|
2,794
|
|
|
3,596
|
|
|
(802
|
)
|
|
(22
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating Income (Expense):
|
|
|
|
|
|
|
|
|||||||
North America
|
(10
|
)
|
|
196
|
|
|
(206
|
)
|
|
(105
|
)%
|
|||
MENA/Asia Pacific
|
60
|
|
|
5
|
|
|
55
|
|
|
1,100
|
%
|
|||
Europe/SSA/Russia
|
71
|
|
|
78
|
|
|
(7
|
)
|
|
(9
|
)%
|
|||
Latin America
|
98
|
|
|
90
|
|
|
8
|
|
|
9
|
%
|
|||
Subtotal
|
219
|
|
|
369
|
|
|
(150
|
)
|
|
(41
|
)%
|
|||
Land Drilling Rigs
|
10
|
|
|
(27
|
)
|
|
37
|
|
|
137
|
%
|
|||
Total Segment Operating Income
|
229
|
|
|
342
|
|
|
(113
|
)
|
|
(33
|
)%
|
|||
Research and Development
|
(64
|
)
|
|
(69
|
)
|
|
5
|
|
|
7
|
%
|
|||
Corporate Expenses
|
(56
|
)
|
|
(47
|
)
|
|
(9
|
)
|
|
(19
|
)%
|
|||
Restructuring Charges
|
(41
|
)
|
|
(70
|
)
|
|
29
|
|
|
41
|
%
|
|||
Gain on Sale of Businesses, Net
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
%
|
|||
Other Items
|
(21
|
)
|
|
(26
|
)
|
|
5
|
|
|
19
|
%
|
|||
Total Operating Income
|
50
|
|
|
130
|
|
|
(80
|
)
|
|
(62
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest Expense, Net
|
(120
|
)
|
|
(126
|
)
|
|
6
|
|
|
5
|
%
|
|||
Devaluation of Venezuelan Bolivar
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
%
|
|||
Other, Net
|
(11
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
(22
|
)%
|
|||
Provision for Income Tax
|
—
|
|
|
(27
|
)
|
|
27
|
|
|
100
|
%
|
|||
Net Loss per Diluted Share
|
$
|
(0.15
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.10
|
)
|
|
(200
|
)%
|
Weighted Average Diluted Shares Outstanding
|
778
|
|
|
776
|
|
|
(2
|
)
|
|
—
|
%
|
|||
Depreciation and Amortization
|
$
|
316
|
|
|
$
|
351
|
|
|
$
|
35
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
||||
|
2015
|
|
2014
|
|
||
Formation Evaluation and Well Construction
|
57
|
%
|
|
51
|
%
|
|
Completion and Production
|
36
|
|
|
39
|
|
|
Land Drilling Rigs
|
7
|
|
|
10
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended March 31, 2015
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2015 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
8
|
|
$
|
—
|
|
$
|
8
|
|
MENA/Asia Pacific
|
5
|
|
1
|
|
6
|
|
|||
Europe/SSA/Russia
|
7
|
|
—
|
|
7
|
|
|||
Latin America
|
12
|
|
—
|
|
12
|
|
|||
Subtotal
|
32
|
|
1
|
|
33
|
|
|||
Land Drilling Rigs
|
5
|
|
—
|
|
5
|
|
|||
Corporate and Research and Development
|
3
|
|
—
|
|
3
|
|
|||
Total
|
$
|
40
|
|
$
|
1
|
|
$
|
41
|
|
|
Three Months Ended March 31, 2014
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2014 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
9
|
|
$
|
—
|
|
$
|
9
|
|
MENA/Asia Pacific
|
4
|
|
—
|
|
4
|
|
|||
Europe/SSA/Russia
|
15
|
|
4
|
|
19
|
|
|||
Latin America
|
19
|
|
—
|
|
19
|
|
|||
Subtotal
|
47
|
|
4
|
|
51
|
|
|||
Land Drilling Rigs
|
3
|
|
—
|
|
3
|
|
|||
Corporate and Research and Development
|
16
|
|
—
|
|
16
|
|
|||
Total
|
$
|
66
|
|
$
|
4
|
|
$
|
70
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Net Cash Used in Operating Activities
|
$
|
(42
|
)
|
|
$
|
(406
|
)
|
Net Cash Used in Investing Activities
|
(221
|
)
|
|
(274
|
)
|
||
Net Cash Provided by Financing Activities
|
307
|
|
|
605
|
|
Facility
|
$
|
2,250
|
|
Less uses of facility:
|
|
||
Revolving credit facility
|
625
|
|
|
Commercial paper
|
130
|
|
|
Letters of credit
|
28
|
|
|
Availability
|
$
|
1,467
|
|
•
|
the price volatility of oil, natural gas and natural gas liquids, including the impact of the recent and significant decline in the price of crude oil;
|
•
|
global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, and international currency fluctuations;
|
•
|
nonrealization of expected benefits from our acquisitions or business dispositions and our ability to execute such acquisitions and dispositions;
|
•
|
our ability to realize expected revenues and profitability levels from current and future contracts;
|
•
|
our ability to manage our workforce, supply chain and business processes, information technology systems and technological innovation and commercialization, including the impact of our 2014 and 2015 cost reduction plans;
|
•
|
our high level of indebtedness;
|
•
|
increases in the prices and availability of our raw materials;
|
•
|
potential non-cash asset impairment charges for long-lived assets, goodwill, intangible assets or other assets;
|
•
|
changes to our effective tax rate;
|
•
|
nonrealization of potential earnouts associated with business dispositions;
|
•
|
downturns in our industry which could affect the carrying value of our goodwill;
|
•
|
member-country quota compliance within OPEC;
|
•
|
adverse weather conditions in certain regions of our operations;
|
•
|
our ability to realize the expected benefits from our redomestication from Switzerland to Ireland and to maintain our Swiss tax residency;
|
•
|
failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to environmental and tax and accounting laws, rules and regulations; and
|
•
|
limited access to capital or significantly higher cost of capital related to liquidity or uncertainty in the domestic or international financial markets.
|
Exhibit Number
|
|
Description
|
|
†*10.1
|
|
Form of Performance Units Award Agreement pursuant to the Weatherford International plc 2010 Omnibus Incentive Plan
|
|
†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
|
|
The following materials from Weatherford International plc's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (1) the unaudited Condensed Consolidated Balance Sheets, (2) the unaudited Condensed Consolidated Statements of Operations, (3) the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (4) the unaudited Condensed Consolidated Statements of Cash Flows, and (5) the related notes to the unaudited Condensed Consolidated Financial Statements.
|
|
|
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
Submitted pursuant to Rule 405 and 406T of Regulation S-T.
|
†
|
Filed herewith.
|
††
|
Furnished herewith.
|
|
|
Weatherford International plc
|
|
|
|
Date: April 24, 2015
|
By:
|
/s/ Bernard J. Duroc-Danner
|
|
|
Bernard J. Duroc-Danner
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
Date: April 24, 2015
|
By:
|
/s/ Krishna Shivram
|
|
|
Krishna Shivram
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
1.
|
Definitions
.
For purposes of this Agreement, “
Forfeiture Restrictions
” shall mean any prohibitions and restrictions set forth herein or in the Plan with respect to the sale or other disposition of the Units and the obligation to forfeit such Units to the Company. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
|
2.
|
Grant of Units
.
Effective as of the date of this Agreement and subject to the terms and conditions of the Plan, the Company hereby grants to the Holder _________ Units. Each Unit shall, upon vesting pursuant to Section 4 and subject to the Performance Goal set out in Annex A to this Agreement, be convertible into between 0.0 and 2.0 Shares (such amount being the “
Performance Multiplier
”), depending on the level of achievement of the Performance Goal on the Performance Measurement Date. The Company and the Holder agree that this Agreement, (including any country-specific appendix thereto) shall complete the terms of the Units. As used herein, “
Performance Measurement Date
” means the last trading day in each of the years ending ______, _______ and ______, provided, however, that if any Vesting Date occurs pursuant to Section 4(b) below, then the Performance Measurement Date shall be the twenty NYSE trading days ending on the date immediately preceding the Vesting Date and the Performance Goal and Performance Multiplier shall be calculated using the volume weighted average price per share of the Company’s Ordinary Shares during such period.
|
3.
|
Transfer Restrictions
.
Except as specified herein or in the Plan, the Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement or the Plan shall be void, and the Company shall not be bound thereby.
|
4.
|
Vesting or Forfeiture
.
|
(a)
|
Except as specified otherwise in this Section 4, the Units shall be subject to Forfeiture Restrictions, which shall lapse in accordance with the following schedule provided that the Units have not been forfeited to the Company prior to:
|
Lapse Date
|
Number of Units as to Which Forfeiture Restrictions Lapse
|
|
|
|
|
|
|
(b)
|
Notwithstanding the foregoing, if (i) the Holder’s active employment or affiliation relationship with the Company and its Affiliates is terminated prior to one or more Lapse Dates (1) due to the death or Disability of the Holder, (2) by the Holder for Good Reason (as defined below) or (3) by the Company for any reason other than Cause (as defined below) then, in any such event, the Vesting Date shall be the date of termination of the Holder’s employment or affiliation relationship, or (ii) there is a Change of Control prior to _________________, then the Vesting Date shall be the date immediately preceding such Change of Control. For purposes of this Agreement, “
Change of Control
” means a change in the ownership of the Company, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Section 409A. For purposes of this Agreement, the terms “
Good Reason
” and “
Cause
” shall have the meanings provided under the Holder’s Employment Agreement, if any, and in the absence of an Employment Agreement, such terms shall be inapplicable for purposes of this Agreement and any termination of the Holder’s employment other than due to clause (i)(1) of this Section 4(b) shall be governed by Section 4(c) of this Agreement.
|
(c)
|
If the Holder’s employment or affiliation relationship with the Company and its Affiliates terminates prior to the Vesting Date by the Holder for any reason other than Good Reason or by the Company for Cause, then any Forfeiture Restrictions that have not previously lapsed pursuant to the provisions of this Section 4 shall not lapse, and any Units with respect to which the Forfeiture Restrictions have not lapsed shall be forfeited to the Company on the date of the termination of the Holder’s employment or affiliation relationship with the Company and its Affiliates. In the event any Units are forfeited to the Company pursuant to this Agreement, the Company will not be obligated to pay the Holder any consideration whatsoever for the forfeited Units, or rights to receive any consideration for the forfeited Units.
|
5.
|
No Dividend Equivalents
. If during the period the Holder holds any Units awarded hereby the Company pays a dividend in cash, Shares or otherwise with respect to the outstanding Ordinary Shares, nominal value $0.001 per Share (the “
Shares
”), the Holder shall receive no dividend equivalent payment with respect to the Holder’s Units.
|
6.
|
Delivery of Shares
.
Upon each applicable Lapse Date of the Forfeiture Restrictions under Section 4, the Company shall deliver or cause to be delivered a number of Shares equal to the number of Units with respect to which the Forfeiture Restrictions have lapsed multiplied by the applicable Performance Multiplier (subject to the satisfaction by the Holder of any Tax-Related Items arising under Section 8 of this Agreement); provided that if the Performance Multiplier is 0.0, then the Units shall be deemed forfeited on the date of lapse of the Forfeiture Restrictions.
|
7.
|
Capital Adjustments and Reorganizations
.
The existence of the Units shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any acquisition, merger, amalgamation or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference shares ahead of or affecting the Shares or the rights thereof, or the winding up, dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise, including a Change of Control (as defined in the Plan). An adjustment under this provision may have the effect of reducing the price at which Ordinary Shares may be acquired to less than their nominal value (the “
Shortfall
”), but only if and to the extent that the Committee shall be authorized to capitalize from the reserves of the Company a sum equal to the Shortfall and to apply that sum in paying up that amount on the Ordinary Shares.
|
8.
|
Responsibility for Taxes & Withholding
. The Holder acknowledges that, regardless of any action taken by the Company or, if different, the Holder’s employer (the “
Employer
”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Holder’s participation in the Plan and legally applicable to the Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“
Tax-Related Items
”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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a.
|
withholding from the Holder’s wages or other cash compensation paid to the Holder by the Company and/or its Affiliates; or
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b.
|
withholding from proceeds of the Shares acquired following the lapse of the Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the
|
c.
|
withholding in Shares to be delivered upon the lapse of the Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, that if the Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(c) herein and, if the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then the Holder shall be entitled to elect the method of withholding from the alternatives above.
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9.
|
Employment or Affiliation Relationship
.
The grant of Units and the Holder’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Holder’s employment or affiliation relationship (if any). For purposes of this Agreement, the Holder shall be considered to be in the employment of, or affiliated with, the Company, the Employer or its Affiliates as long as the Holder has an active employment or affiliation relationship with the Company, the Employer or any Affiliate. The Committee shall determine any questions as to whether and when there has been a termination of such employment or affiliation relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
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10.
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Voting and Other Rights
.
The Holder shall have no rights as a shareholder of the Company in respect of the Units, including the right to vote and to receive dividends and other distributions, until delivery of certificates representing Shares in satisfaction of such Units.
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11.
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Data Privacy
. The Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Holder’s personal data as described in this Agreement and any other grant materials (“
Data
”) by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Holder understands that the Company and the Employer may hold certain personal information about the Holder, including, but not limited to, the Holder’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Ordinary Shares or directorships held in the Company,
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12.
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Notices
.
Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal delivery, by facsimile, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the address indicated below on the execution page of this Agreement, and to the Holder at the Holder’s address indicated in the Company’s register of Plan participants, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.
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13.
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Amendment and Waiver
.
This Agreement may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate and that is consistent with the terms of the Plan. However, no such amendment shall adversely affect in a material manner any right of the Holder without his/her written consent. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions effective. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than the Holder. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition
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14.
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Governing Law and Severability
.
The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable United States federal law and the laws of the State of Texas, without regard to any conflict of laws principles, except to the extent that the laws of Ireland mandatorily apply. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect
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15.
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Successors and Assigns
.
Subject to the limitations which this Agreement and the Plan impose upon the transferability of the Units, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Holder, his permitted assigns and, upon the Holder’s death, the Holder’s estate and beneficiaries thereof (whether by will or the laws of descent and distribution), executors, administrators, agents, and legal and personal representatives.
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16.
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Electronic Delivery and Execution
.
The Holder hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Holder understands that, unless revoked by the Holder by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of the Agreement. The Holder also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Holder hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agree that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Holder hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
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17.
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Counterparts
.
This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.
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a.
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
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b.
|
the grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted in the past;
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c.
|
all decisions with respect to future Unit or other grants, if any, will be at the sole discretion of the Company;
|
d.
|
the Holder is voluntarily participating in the Plan;
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e.
|
the Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;
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f.
|
the Units and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
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g.
|
the future value of the Shares underlying the Units is unknown, indeterminable and cannot be predicted with certainty;
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h.
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no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Holder’s employment or affiliation (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Holder is employed or the terms of the Employment Agreement, if any), and in consideration of the grant of the Units to which the Holder is otherwise not entitled, the Holder irrevocably agrees never to institute any claim against the Company,
any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company,
its Affiliates
and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Holder shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
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i.
|
for purposes of Units and unless otherwise expressly provided in this Agreement or determined by the Company, the Holder’s right to vest in the Units under the Plan, if any, will terminate as of such termination date as determined by the Committee pursuant to Section 9 of this Agreement and will not be extended by any notice period (
e.g.
, Holder’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Holder is employed or the terms of the Holder’s Employment Agreement, if any); the Committee shall have the exclusive discretion to determine when the Holder is no longer actively providing services for purposes of the Unit grant (including whether Holder may still be considered to be providing services while on a leave of absence);
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j.
|
unless otherwise provided in the Plan or by the Company in its discretion, the Units and the benefits evidenced by this Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;
|
k.
|
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Holder’s participation in the Plan, or the Holder’s acquisition or sale of the underlying Shares. The Holder is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan; and
|
l.
|
the following provisions apply only if the Holder is providing services outside the United States:
|
(a)
|
The delivery of the Holder’s Shares as described in Section 6 shall be made in accordance with such Section, provided that with respect to delivery due to termination of employment for reasons other than death, the delivery at such time can be characterized as a “
short-term deferral
” for purposes of Section 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the delivery cannot be so characterized, and the Holder is a “
specified employee
” under Section 409A, such portion of the delivery shall be delayed until the earlier to occur of the Holder’s death or the date that is six months and one day following the Holder’s termination of employment. For purposes of this Agreement, the terms “
terminates
,” “
terminated
,” “
termination
,” “
termination of employment
,” and variations thereof, as used in this Agreement to refer to the Holder’s termination of employment, are intended to mean a termination of employment that constitutes a “
separation from service
” under Section 409A.
|
(b)
|
This Agreement and the Units provided hereunder are intended to comply with Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent. Although the Company and the Committee intend to administer this Agreement so that it will comply with the requirements of Section 409A, to the extent applicable, neither the Company nor the Committee represents or warrants that this Agreement will comply with Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company or its Affiliates, nor their respective directors, officers, employees or advisers shall be liable to any Holder (or any other individual claiming a benefit through the Holder) for any tax, interest, or penalties the Holder might owe as a result of participation in the Plan, and the Company and its Affiliates shall have no obligation to indemnify or otherwise protect any Holder from the obligation to pay any taxes pursuant to Section 409A.
|
20
.
|
Language
.
If the Holder has received this Agreement, or any other document related to the Units and/or the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
|
21.
|
Appendix
. Notwithstanding any provisions in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Holder’s country. Moreover, if the Holder relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Holder, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
|
22.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Holder’s participation in the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons,
|
23
.
|
Waiver
. The Holder acknowledges that a waiver by the Company or breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Holder or any other Plan participants.
|
Performance Goal
|
Conversion Percentage*
|
Average Weatherford International plc closing Stock Price ($ per share) on each trading day in December in the calendar year ending:
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1.
|
I have reviewed this quarterly report on Form 10-Q of Weatherford International 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 (or persons performing the equivalent functions):
|
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.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Weatherford International 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 (or persons performing the equivalent functions):
|
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.
|
(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.
|
(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.
|