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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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(Mark One)
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Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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or
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¨
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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 __________________________________
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Commission file number 001-36504
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Ireland
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98-0606750
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Bahnhofstrasse 1, 6340 Baar, Switzerland
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CH 6340
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares, par value $0.001 per share
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New York Stock Exchange
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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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PAGE
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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•
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the price volatility of oil, natural gas and natural gas liquids, including the impact of the significant prolonged decline in the price of these commodities on our financial condition and results of operations;
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our ability to realize expected revenues and profitability levels from current and future contracts;
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•
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our high level of indebtedness and our ability to service our indebtedness;
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•
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global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, and international currency fluctuations;
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•
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nonrealization of expected benefits from our acquisitions or business dispositions and our ability to execute such acquisitions and dispositions;
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•
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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, 2015 and 2016 cost reduction plans;
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•
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increases in the prices and availability of our raw materials;
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•
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potential non-cash asset impairment charges for long-lived assets, goodwill, intangible assets or other assets;
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•
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changes to our effective tax rate;
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•
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potential charges arising out of the U.S. Securities and Exchange Commission (“SEC”) and Department of Justice (“DOJ”) investigation into the circumstances surrounding the prior material weakness in our internal controls over financial reporting for income taxes and the restatements of our historical financial statements in 2011 and 2012;
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•
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downturns in our industry which could further affect the carrying value of our goodwill;
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•
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member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
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•
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adverse weather conditions in certain regions of our operations;
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•
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our ability to realize the expected benefits from our 2014 redomestication from Switzerland to Ireland and to maintain our Swiss tax residency;
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failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to environmental, tax and accounting laws, rules and regulations; and
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•
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limited access to capital, significantly higher cost of capital, or difficulty raising additional funds in the equity or debt capital markets.
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•
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Continuously improving the efficiency, productivity and quality of our products and services and their
respective delivery to our customers, in order to grow revenues and operating margins and generate free cash flow from our core operations (Formation Evaluation and Well Construction and Completion and Production) and Land Drilling Rigs operations in all of our geographic markets at a rate exceeding underlying market activity;
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•
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A commitment to the innovation, invention and integration, development and commercialization of new
products and services that meet the evolving needs of our customers across the reservoir lifecycle; and
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•
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Further extending the process, productivity, quality, safety and competency across our global infrastructure to meet client demands for our core products and services in an
operationally efficient manner.
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•
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Formation Evaluation and Well Construction
includes Managed-Pressure Drilling, Drilling Services, Tubular Running Services, Drilling Tools, Wireline Services, Testing and Production Services, Re-entry and Fishing Services, Cementing, Liner Systems, Integrated Laboratory Services and Surface Logging Systems.
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•
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Completion and Production
includes Artificial Lift Systems, Stimulation and Completion Systems.
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•
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Land Drilling Rigs
encompasses our land drilling rigs business, including the products and services ancillary thereto.
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•
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disruption of oil and natural gas exploration and production activities;
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•
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restriction of the movement and exchange of funds;
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•
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our inability to collect receivables;
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•
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loss of or nationalization of assets in affected jurisdictions;
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•
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enactment of additional or stricter U.S. government or international sanctions; and
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•
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limitation of our access to markets for periods of time.
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Region
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Specific Location
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North America:
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Greenville, Houston, Huntsville, Katy, Longview, Odessa, Pasadena, and San Antonio, Texas; Broussard and Schriever, Louisiana; Williston, North Dakota; and Calgary, Edmonton, and Nisku, Canada.
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Latin America:
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Cutral Co, Argentina; Rio de Janeiro, Brazil; Venustiano Carranza and Villahermosa, Mexico; and Anaco, Venezuela.
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Europe/SSA/Russia:
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Langenhagen, Germany; Aberdeen, UK; Atyrau, Kazakhstan; and Stavanger, Norway.
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MENA/Asia Pacific:
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Hassi Messaoud, Algeria; Luanda, Angola; Dhahran, Saudi Arabia; North Rumaila, Iraq; Abu Dhabi and Dubai, United Arab Emirates; Jiangsu and Shifang, China; Barmer, India; and Singapore, Singapore.
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•
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“
Item 1. – Business
–
Other Business Data
–
Federal Regulation and Environmental Matters
,” which is incorporated by reference into this item.
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•
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“
Item 1A.
–
Risk Factors
– We have been the subject of governmental and internal investigations related to alleged corrupt conduct and violations of U.S. sanctioned country laws, which were costly to conduct, resulted in a loss of revenue and substantial financial penalties and created other disruptions for the business. If we are the subject of such investigations in the future, it could have a material adverse effect on our business, financial condition and results of operations,” which is incorporated by reference into this item.
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•
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“
Item 8. – Financial Statements and Supplementary Data
–
Notes to Consolidated Financial Statements
–
Note 21 – Disputes, Litigation and Contingencies
.”
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Price
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||||||
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High
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Low
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||||
Year ending December 31, 2015
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First Quarter
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$
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13.12
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$
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9.40
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Second Quarter
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14.91
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12.10
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Third Quarter
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12.35
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7.21
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Fourth Quarter
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11.49
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7.52
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Year ending December 31, 2014
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First Quarter
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$
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17.53
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$
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13.07
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Second Quarter
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23.25
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16.68
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Third Quarter
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24.88
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20.00
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Fourth Quarter
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20.89
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10.07
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Year Ended December 31,
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(Dollars in millions, except per share amounts)
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2015
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2014
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2013
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2012
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2011
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||||||||||
Statements of Operations Data:
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Revenues
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$
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9,433
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$
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14,911
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$
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15,263
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$
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15,215
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$
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12,988
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Operating Income (Loss)
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(1,546
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)
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|
505
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523
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298
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1,307
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|||||
Net Income (Loss) Attributable to Weatherford
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(1,985
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)
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(584
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)
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(345
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)
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(778
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)
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189
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|||||
Basic Earnings (Loss) Per Share Attributable To Weatherford
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(2.55
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)
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(0.75
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)
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(0.45
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)
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(1.02
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)
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0.25
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|||||
Diluted Earnings (Loss) Per Share Attributable To Weatherford
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(2.55
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)
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(0.75
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)
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(0.45
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)
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(1.02
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)
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0.25
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|||||
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||||||||||
Balance Sheet Data:
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||||||||||
Total Assets
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$
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14,787
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$
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18,889
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$
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21,977
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$
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22,795
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$
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21,051
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Short-term Borrowings and Current Portion of Long-term Debt
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1,582
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727
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1,653
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1,585
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1,320
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|||||
Long-term Debt
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5,879
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6,798
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7,061
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7,049
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6,286
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|||||
Total Shareholders’ Equity
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4,365
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7,033
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8,203
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8,818
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9,345
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Cash Dividends Per Share
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—
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—
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—
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—
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—
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•
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Formation Evaluation and Well Construction
includes 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.
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•
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Completion and Production
includes Artificial Lift Systems, Stimulation and Completion Systems.
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•
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Land Drilling Rigs
encompasses our land drilling business, including the products and services ancillary thereto.
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WTI Oil
(a)
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Henry Hub Gas
(b)
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North
American
Rig Count
(c)
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International Rig
Count
(c)
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||||||
2015
|
$
|
37.04
|
|
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$
|
2.36
|
|
|
910
|
|
|
1,105
|
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2014
|
53.27
|
|
|
2.90
|
|
|
2,294
|
|
|
1,315
|
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||
2013
|
98.42
|
|
|
4.19
|
|
|
2,129
|
|
|
1,320
|
|
(a)
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Price per barrel of West Texas Intermediate (“WTI”) crude oil as of the last business day of the year indicated at Cushing Oklahoma – Source: Thomson Reuters
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(b)
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Price per MM/BTU as of the last business day of the year indicated at Henry Hub Louisiana – Source: Thomson Reuters
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(c)
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Average rig count for the fourth quarter – Source: Baker Hughes Rig Count
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Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Formation Evaluation and Well Construction
|
55
|
%
|
|
52
|
%
|
|
52
|
%
|
Completion and Production
|
37
|
|
|
40
|
|
|
38
|
|
Land Drilling Rigs
|
8
|
|
|
8
|
|
|
10
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
$768 million
of long-lived asset impairment charges and supply contract related charges;
|
•
|
$232 million
of severance and restructuring charges;
|
•
|
$116 million
of litigation charges primarily for the settlement of a lawsuit related to the restatement of our historical financial statements in previous years;
|
•
|
$58 million in professional and other fees, divestiture related charges and facility closures, loss on sale of businesses and investments, and other charges; and
|
•
|
$25 million
of equity investment impairment charges.
|
•
|
$656 million
of non-cash charges primarily for the impairment of long-lived assets and goodwill, of which
$495 million
is related to long-lived asset impairments and
$161 million
is related to goodwill impairments;
|
•
|
$331 million
of severance and restructuring charges; and
|
•
|
$112 million
in charges incurred in conjunction with the divestiture of our non-core businesses, restatement related litigation, the settlement of the U.S. government investigations and our redomestication from Switzerland to Ireland.
|
•
|
North America operating income
increased
$178 million
, or
22%
, in
2014
driven by the higher revenues from increased demand and improved pricing from our pressure pumping, completions and formation evaluation product lines and a lower cost structure achieved through our reduction in workforce and closure of less profitable locations.
|
•
|
MENA/Asia Pacific operating income
increased
$177 million
, or
285%
, primarily due to decreased operating costs related to lower activity on our remaining legacy contract in Iraq, the completion of another legacy Iraq contract earlier in 2014 and a gain of
$16 million
from the acquisition of an additional
30%
ownership interest in a joint venture in China.
|
•
|
Europe/SSA/Russia operating income
increased
$101 million
, or
38%
, in
2014
, which was largely attributable to improvements in activity in Europe and continued growth in Sub-Sahara Africa, generally across all product lines.
|
•
|
Latin America operating income
increased
6%
largely related to focus on higher margin activity in Argentina and Brazil with improvements in pressure pumping, formation evaluation and well construction services partially offset by lower demand for our artificial lift and formation evaluation services resulting from the completion of project work in Mexico and our self-imposed capital discipline driven activity reductions in Venezuela during the first half of 2014.
|
•
|
Land Drilling Rigs operating income
decreased
$70 million
, or
212%
, in
2014
compared to
2013
primarily the result of the sale of our Russian Land Drilling Rigs business, slight decrease in the international rig count, and facility closure costs related to the 2014 restructuring plan.
|
|
Year Ended December 31, 2015
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2015 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
28
|
|
$
|
24
|
|
$
|
52
|
|
MENA/Asia Pacific
|
21
|
|
35
|
|
56
|
|
|||
Europe/SSA/Russia
|
34
|
|
22
|
|
56
|
|
|||
Latin America
|
38
|
|
2
|
|
40
|
|
|||
Subtotal
|
121
|
|
83
|
|
204
|
|
|||
Land Drilling Rigs
|
12
|
|
—
|
|
12
|
|
|||
Corporate and Research and Development
|
16
|
|
—
|
|
16
|
|
|||
Total
|
$
|
149
|
|
$
|
83
|
|
$
|
232
|
|
|
Year Ended December 31, 2014
|
||||||||
|
|
Other
|
Total
|
||||||
|
Severance
|
Restructuring
|
Severance and
|
||||||
(Dollars in millions)
|
Charges
|
Charges
|
Other Charges
|
||||||
2014 Plan:
|
|||||||||
North America
|
$
|
17
|
|
$
|
27
|
|
$
|
44
|
|
MENA/Asia Pacific
|
19
|
|
106
|
|
125
|
|
|||
Europe/SSA/Russia
|
17
|
|
13
|
|
30
|
|
|||
Latin America
|
29
|
|
7
|
|
36
|
|
|||
Subtotal
|
82
|
|
153
|
|
235
|
|
|||
Land Drilling Rigs
|
5
|
|
4
|
|
9
|
|
|||
Corporate and Research and Development
|
27
|
|
2
|
|
29
|
|
|||
2014 Plan Total
|
$
|
114
|
|
$
|
159
|
|
$
|
273
|
|
2015 Plan:
|
|||||||||
North America
|
$
|
32
|
|
$
|
—
|
|
32
|
|
|
MENA/Asia Pacific
|
8
|
|
—
|
|
8
|
|
|||
Europe/SSA/Russia
|
5
|
|
—
|
|
5
|
|
|||
Latin America
|
12
|
|
—
|
|
12
|
|
|||
Subtotal
|
57
|
|
—
|
|
57
|
|
|||
Land Drilling Rigs
|
—
|
|
—
|
|
—
|
|
|||
Corporate and Research and Development
|
1
|
|
—
|
|
1
|
|
|||
2015 Plan Total
|
$
|
58
|
|
$
|
—
|
|
$
|
58
|
|
Total
|
$
|
172
|
|
$
|
159
|
|
$
|
331
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Cash Provided by Operating Activities
|
$
|
706
|
|
|
$
|
963
|
|
|
$
|
1,229
|
|
Net Cash Provided by (Used in) Investing Activities
|
(659
|
)
|
|
330
|
|
|
(1,104
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
12
|
|
|
(1,180
|
)
|
|
6
|
|
Facility
|
$
|
2,250
|
|
Less uses of facility:
|
|
|
|
Revolving credit facility
|
967
|
|
|
Letters of credit
|
16
|
|
|
Availability
|
$
|
1,267
|
|
|
Payments Due by Period
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2017 and 2018
|
|
2019 and 2020
|
|
Thereafter
|
|
Total
|
||||||||||
Short-term Debt
|
$
|
1,181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,181
|
|
Long-term Debt
(a)
|
392
|
|
|
1,132
|
|
|
1,821
|
|
|
2,939
|
|
|
6,284
|
|
|||||
Interest on Long-term Debt
|
401
|
|
|
712
|
|
|
433
|
|
|
2,931
|
|
|
4,477
|
|
|||||
Noncancellable Operating Leases
|
349
|
|
|
382
|
|
|
164
|
|
|
277
|
|
|
1,172
|
|
|||||
Purchase Obligations
|
202
|
|
|
119
|
|
|
55
|
|
|
6
|
|
|
382
|
|
|||||
|
$
|
2,525
|
|
|
$
|
2,345
|
|
|
$
|
2,473
|
|
|
$
|
6,153
|
|
|
$
|
13,496
|
|
(a)
|
Amounts represent the expected cash payments of principal associated with our long-term debt. These amounts do not include the unamortized discounts or deferred gains on terminated interest rate swap agreements.
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying Amount
|
|
Fair
Value
|
||||||||
5.50% Senior Notes due 2016
|
$
|
350
|
|
|
$
|
351
|
|
|
$
|
352
|
|
|
$
|
362
|
|
6.35% Senior Notes due 2017
|
604
|
|
|
585
|
|
|
607
|
|
|
643
|
|
||||
6.00% Senior Notes due 2018
|
499
|
|
|
463
|
|
|
498
|
|
|
533
|
|
||||
9.625% Senior Notes due 2019
|
1,014
|
|
|
965
|
|
|
1,018
|
|
|
1,180
|
|
||||
5.125% Senior Notes due 2020
|
771
|
|
|
626
|
|
|
798
|
|
|
793
|
|
||||
4.50% Senior Notes due 2022
|
644
|
|
|
484
|
|
|
715
|
|
|
642
|
|
||||
6.50% Senior Notes due 2036
|
449
|
|
|
291
|
|
|
556
|
|
|
520
|
|
||||
6.80% Senior Notes due 2037
|
257
|
|
|
180
|
|
|
298
|
|
|
286
|
|
||||
7.00% Senior Notes due 2038
|
459
|
|
|
347
|
|
|
497
|
|
|
493
|
|
||||
9.875% Senior Notes due 2039
|
247
|
|
|
213
|
|
|
247
|
|
|
312
|
|
||||
6.75% Senior Notes due 2040
|
460
|
|
|
327
|
|
|
596
|
|
|
562
|
|
||||
5.95% Senior Notes due 2042
|
372
|
|
|
263
|
|
|
478
|
|
|
407
|
|
||||
Total
|
$
|
6,126
|
|
|
$
|
5,095
|
|
|
$
|
6,660
|
|
|
$
|
6,733
|
|
|
PAGE
|
|
|
Financial Statement Schedule II:
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
(Dollars and shares in millions, except per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Products
|
$
|
3,573
|
|
|
$
|
6,059
|
|
|
$
|
6,007
|
|
Services
|
5,860
|
|
|
8,852
|
|
|
9,256
|
|
|||
Total Revenues
|
9,433
|
|
|
14,911
|
|
|
15,263
|
|
|||
|
|
|
|
|
|
||||||
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of Products
|
3,433
|
|
|
4,942
|
|
|
4,480
|
|
|||
Cost of Services
|
4,588
|
|
|
6,519
|
|
|
7,822
|
|
|||
Research and Development
|
231
|
|
|
290
|
|
|
265
|
|
|||
Selling, General and Administrative Attributable to Segments
|
1,353
|
|
|
1,727
|
|
|
1,728
|
|
|||
Corporate General and Administrative
|
227
|
|
|
290
|
|
|
316
|
|
|||
Long-Lived Asset Impairments and Other Related Charges
|
768
|
|
|
495
|
|
|
—
|
|
|||
Goodwill and Equity Investment Impairment
|
25
|
|
|
161
|
|
|
—
|
|
|||
Severance and Restructuring Charges
|
232
|
|
|
331
|
|
|
—
|
|
|||
Litigation Charges
|
116
|
|
|
—
|
|
|
153
|
|
|||
Loss (Gain) on Sale of Businesses and Investments, Net
|
6
|
|
|
(349
|
)
|
|
(24
|
)
|
|||
Total Costs and Expenses
|
10,979
|
|
|
14,406
|
|
|
14,740
|
|
|||
|
|
|
|
|
|
||||||
Operating Income (Loss)
|
(1,546
|
)
|
|
505
|
|
|
523
|
|
|||
|
|
|
|
|
|
||||||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest Expense, Net
|
(468
|
)
|
|
(498
|
)
|
|
(516
|
)
|
|||
Currency Devaluation and Related Charges
|
(85
|
)
|
|
(245
|
)
|
|
(100
|
)
|
|||
Other, Net
|
3
|
|
|
(17
|
)
|
|
(77
|
)
|
|||
|
|
|
|
|
|
||||||
Loss Before Income Taxes
|
(2,096
|
)
|
|
(255
|
)
|
|
(170
|
)
|
|||
Benefit (Provision) for Income Taxes
|
145
|
|
|
(284
|
)
|
|
(144
|
)
|
|||
Net Loss
|
(1,951
|
)
|
|
(539
|
)
|
|
(314
|
)
|
|||
Net Income Attributable to Noncontrolling Interests
|
34
|
|
|
45
|
|
|
31
|
|
|||
Net Loss Attributable to Weatherford
|
$
|
(1,985
|
)
|
|
$
|
(584
|
)
|
|
$
|
(345
|
)
|
|
|
|
|
|
|
||||||
Loss Per Share Attributable to Weatherford:
|
|
|
|
|
|
||||||
Basic & Diluted
|
$
|
(2.55
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(0.45
|
)
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic & Diluted
|
779
|
|
|
777
|
|
|
772
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Loss
|
$
|
(1,951
|
)
|
|
$
|
(539
|
)
|
|
$
|
(314
|
)
|
Other Comprehensive Loss, Net of Tax:
|
|
|
|
|
|
||||||
Foreign Currency Translation
|
(789
|
)
|
|
(673
|
)
|
|
(353
|
)
|
|||
Defined Benefit Pension Activity
|
28
|
|
|
(19
|
)
|
|
2
|
|
|||
Other
|
1
|
|
|
(2
|
)
|
|
1
|
|
|||
Other Comprehensive Loss
|
(760
|
)
|
|
(694
|
)
|
|
(350
|
)
|
|||
Comprehensive Loss
|
(2,711
|
)
|
|
(1,233
|
)
|
|
(664
|
)
|
|||
Comprehensive Income Attributable to Noncontrolling Interests
|
34
|
|
|
45
|
|
|
31
|
|
|||
Comprehensive Loss Attributable to Weatherford
|
$
|
(2,745
|
)
|
|
$
|
(1,278
|
)
|
|
$
|
(695
|
)
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
|
|
|
||||
|
December 31,
|
||||||
(Dollars and shares in millions, except par value)
|
2015
|
|
2014
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
467
|
|
|
$
|
474
|
|
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $113 in 2015 and $108 in 2014
|
1,781
|
|
|
3,015
|
|
||
Inventories, Net
|
2,344
|
|
|
3,087
|
|
||
Prepaid Expenses
|
343
|
|
|
357
|
|
||
Deferred Tax Assets
|
165
|
|
|
303
|
|
||
Other Current Assets
|
464
|
|
|
708
|
|
||
Total Current Assets
|
5,564
|
|
|
7,944
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
||||
Land, Buildings and Leasehold Improvements
|
1,780
|
|
|
1,836
|
|
||
Rental and Service Equipment
|
8,702
|
|
|
9,714
|
|
||
Machinery and Other
|
2,432
|
|
|
2,468
|
|
||
Property, Plant and Equipment, Gross
|
12,914
|
|
|
14,018
|
|
||
Less: Accumulated Depreciation
|
7,235
|
|
|
6,895
|
|
||
Property, Plant and Equipment, Net
|
5,679
|
|
|
7,123
|
|
||
|
|
|
|
||||
Goodwill
|
2,803
|
|
|
3,011
|
|
||
Other Intangible Assets, Net
|
356
|
|
|
440
|
|
||
Equity Investments
|
76
|
|
|
106
|
|
||
Other Non-current Assets
|
309
|
|
|
265
|
|
||
Total Assets
|
$
|
14,787
|
|
|
$
|
18,889
|
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term Borrowings and Current Portion of Long-term Debt
|
$
|
1,582
|
|
|
$
|
727
|
|
Accounts Payable
|
948
|
|
|
1,736
|
|
||
Accrued Salaries and Benefits
|
406
|
|
|
425
|
|
||
Income Taxes Payable
|
203
|
|
|
230
|
|
||
Other Current Liabilities
|
892
|
|
|
909
|
|
||
Total Current Liabilities
|
4,031
|
|
|
4,027
|
|
||
|
|
|
|
||||
Long-term Debt
|
5,879
|
|
|
6,798
|
|
||
Other Non-current Liabilities
|
512
|
|
|
1,031
|
|
||
Total Liabilities
|
10,422
|
|
|
11,856
|
|
||
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 779 shares and 774 shares at December 31, 2015 and 2014, respectively
|
1
|
|
|
1
|
|
||
Capital in Excess of Par Value
|
5,502
|
|
|
5,411
|
|
||
Retained Earnings
|
442
|
|
|
2,427
|
|
||
Accumulated Other Comprehensive Loss
|
(1,641
|
)
|
|
(881
|
)
|
||
Weatherford Shareholders’ Equity
|
4,304
|
|
|
6,958
|
|
||
Noncontrolling Interests
|
61
|
|
|
75
|
|
||
Total Shareholders’ Equity
|
4,365
|
|
|
7,033
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
14,787
|
|
|
$
|
18,889
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(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, 2012
|
$
|
775
|
|
|
$
|
4,674
|
|
|
$
|
3,356
|
|
|
$
|
163
|
|
|
$
|
(182
|
)
|
|
$
|
32
|
|
|
$
|
8,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
31
|
|
|
(314
|
)
|
|||||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
77
|
|
|||||||
Excess Tax Benefit of Share-Based Compensation Plans
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Other
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|||||||
Balance at December 31, 2013
|
775
|
|
|
4,600
|
|
|
3,011
|
|
|
(187
|
)
|
|
(37
|
)
|
|
41
|
|
|
8,203
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(584
|
)
|
|
—
|
|
|
—
|
|
|
45
|
|
|
(539
|
)
|
|||||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(694
|
)
|
|
—
|
|
|
—
|
|
|
(694
|
)
|
|||||||
Consolidation of Joint Venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||||
Change in Common Shares, Treasury Shares and Paid in Capital Associated with Redomestication
|
(778
|
)
|
|
750
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
11
|
|
|||||||
Equity Awards Granted, Vested and Exercised
|
4
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
56
|
|
|||||||
Excess Tax Benefit of Share-Based Compensation Plans
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Balance at December 31, 2014
|
1
|
|
|
5,411
|
|
|
2,427
|
|
|
(881
|
)
|
|
—
|
|
|
75
|
|
|
7,033
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(1,985
|
)
|
|
—
|
|
|
—
|
|
|
34
|
|
|
(1,951
|
)
|
|||||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(760
|
)
|
|
—
|
|
|
—
|
|
|
(760
|
)
|
|||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|||||||
Balance at December 31, 2015
|
$
|
1
|
|
|
$
|
5,502
|
|
|
$
|
442
|
|
|
$
|
(1,641
|
)
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
4,365
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net Loss
|
$
|
(1,951
|
)
|
|
$
|
(539
|
)
|
|
$
|
(314
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
1,200
|
|
|
1,371
|
|
|
1,402
|
|
|||
Long-Lived Asset Impairments
|
638
|
|
|
495
|
|
|
—
|
|
|||
Goodwill and Equity Investment Impairment
|
25
|
|
|
161
|
|
|
—
|
|
|||
Restructuring and Other Asset Related Charges
|
396
|
|
|
135
|
|
|
—
|
|
|||
Divestiture Related and Other Charges
|
—
|
|
|
112
|
|
|
—
|
|
|||
Currency Devaluation and Related Charges
|
85
|
|
|
245
|
|
|
100
|
|
|||
U.S. Government Investigation Loss
|
—
|
|
|
—
|
|
|
153
|
|
|||
Employee Share-Based Compensation Expense
|
73
|
|
|
56
|
|
|
66
|
|
|||
Bad Debt Expense
|
48
|
|
|
27
|
|
|
102
|
|
|||
Loss (Gain) on Sale of Businesses, Net
|
6
|
|
|
(349
|
)
|
|
6
|
|
|||
Deferred Income Tax Benefit
|
(448
|
)
|
|
(66
|
)
|
|
(33
|
)
|
|||
Excess Tax Benefits from Share-Based Compensation
|
—
|
|
|
(7
|
)
|
|
1
|
|
|||
Other, Net
|
74
|
|
|
75
|
|
|
10
|
|
|||
Change in Operating Assets and Liabilities, Net of Effect of Businesses Acquired:
|
|
|
|
|
|
||||||
Accounts Receivable
|
1,031
|
|
|
78
|
|
|
(12
|
)
|
|||
Inventories
|
349
|
|
|
(167
|
)
|
|
129
|
|
|||
Other Current Assets
|
128
|
|
|
(80
|
)
|
|
(65
|
)
|
|||
Accounts Payable
|
(813
|
)
|
|
(150
|
)
|
|
69
|
|
|||
Billings in Excess of Costs and Estimated Earnings
|
(1
|
)
|
|
(126
|
)
|
|
(154
|
)
|
|||
Other Current Liabilities
|
(65
|
)
|
|
(219
|
)
|
|
(185
|
)
|
|||
Other, Net
|
(69
|
)
|
|
(89
|
)
|
|
(46
|
)
|
|||
Net Cash Provided by Operating Activities
|
706
|
|
|
963
|
|
|
1,229
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital Expenditures for Property, Plant and Equipment
|
(682
|
)
|
|
(1,450
|
)
|
|
(1,575
|
)
|
|||
Acquisitions of Businesses, Net of Cash Acquired
|
(14
|
)
|
|
18
|
|
|
(8
|
)
|
|||
Acquisition of Intellectual Property
|
(8
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|||
Acquisition of Equity Investments in Unconsolidated Affiliates
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Proceeds from Sale of Assets and Businesses, Net
|
45
|
|
|
1,770
|
|
|
488
|
|
|||
Net Cash Provided by (Used in) Investing Activities
|
(659
|
)
|
|
330
|
|
|
(1,104
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Borrowings of Long-term Debt
|
4
|
|
|
—
|
|
|
3
|
|
|||
Repayments of Long-term Debt
|
(474
|
)
|
|
(259
|
)
|
|
(603
|
)
|
|||
Borrowings (Repayments) of Short-term Debt, Net
|
505
|
|
|
(924
|
)
|
|
612
|
|
|||
Excess Tax Benefits from Share-Based Compensation
|
—
|
|
|
7
|
|
|
(1
|
)
|
|||
Proceeds from Sale of Executive Deferred Compensation Plan Treasury Shares
|
—
|
|
|
22
|
|
|
—
|
|
|||
Other Financing Activities, Net
|
(23
|
)
|
|
(26
|
)
|
|
(5
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
12
|
|
|
(1,180
|
)
|
|
6
|
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(66
|
)
|
|
(74
|
)
|
|
4
|
|
|||
|
|
|
|
|
|
||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(7
|
)
|
|
39
|
|
|
135
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
474
|
|
|
435
|
|
|
300
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
467
|
|
|
$
|
474
|
|
|
$
|
435
|
|
|
|
Year Ended December 31,
|
|||||
(Dollars in millions)
|
|
2014
|
2013
|
||||
Income Before Income Taxes
|
|
$
|
57
|
|
$
|
58
|
|
|
|
December 31,
|
||
(Dollars in millions)
|
|
2014
|
||
Assets:
|
|
|
||
Accounts Receivable, Net
|
|
$
|
48
|
|
Inventory, Net
|
|
99
|
|
|
Property, Plant and Equipment, Net
|
|
55
|
|
|
Goodwill
|
|
270
|
|
|
Other Intangible Assets, Net
|
|
43
|
|
|
Other Assets
|
|
1
|
|
|
Total Assets
|
|
$
|
516
|
|
|
|
|
||
Liabilities:
|
|
|
||
Accounts Payable
|
|
$
|
32
|
|
Deferred Tax Liabilities
|
|
10
|
|
|
Other Liabilities
|
|
2
|
|
|
Total Liabilities
|
|
$
|
44
|
|
|
Year Ended December 31, 2015
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2015 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
28
|
|
$
|
24
|
|
$
|
52
|
|
MENA/Asia Pacific
|
21
|
|
35
|
|
56
|
|
|||
Europe/SSA/Russia
|
34
|
|
22
|
|
56
|
|
|||
Latin America
|
38
|
|
2
|
|
40
|
|
|||
Subtotal
|
121
|
|
83
|
|
204
|
|
|||
Land Drilling Rigs
|
12
|
|
—
|
|
12
|
|
|||
Corporate and Research and Development
|
16
|
|
—
|
|
16
|
|
|||
Total
|
$
|
149
|
|
$
|
83
|
|
$
|
232
|
|
|
Year Ended December 31, 2014
|
||||||||
|
|
Other
|
Total
|
||||||
|
Severance
|
Restructuring
|
Severance and
|
||||||
(Dollars in millions)
|
Charges
|
Charges
|
Other Charges
|
||||||
2014 Plan:
|
|||||||||
North America
|
$
|
17
|
|
$
|
27
|
|
$
|
44
|
|
MENA/Asia Pacific
|
19
|
|
106
|
|
125
|
|
|||
Europe/SSA/Russia
|
17
|
|
13
|
|
30
|
|
|||
Latin America
|
29
|
|
7
|
|
36
|
|
|||
Subtotal
|
82
|
|
153
|
|
235
|
|
|||
Land Drilling Rigs
|
5
|
|
4
|
|
9
|
|
|||
Corporate and Research and Development
|
27
|
|
2
|
|
29
|
|
|||
2014 Plan Total
|
$
|
114
|
|
$
|
159
|
|
$
|
273
|
|
2015 Plan:
|
|||||||||
North America
|
$
|
32
|
|
$
|
—
|
|
32
|
|
|
MENA/Asia Pacific
|
8
|
|
—
|
|
8
|
|
|||
Europe/SSA/Russia
|
5
|
|
—
|
|
5
|
|
|||
Latin America
|
12
|
|
—
|
|
12
|
|
|||
Subtotal
|
57
|
|
—
|
|
57
|
|
|||
Land Drilling Rigs
|
—
|
|
—
|
|
—
|
|
|||
Corporate and Research and Development
|
1
|
|
—
|
|
1
|
|
|||
2015 Plan Total
|
$
|
58
|
|
$
|
—
|
|
$
|
58
|
|
Total
|
$
|
172
|
|
$
|
159
|
|
$
|
331
|
|
|
At December 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
|
$
|
7
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
1
|
|
|
$
|
8
|
|
MENA/Asia Pacific
|
7
|
|
—
|
|
|
—
|
|
4
|
|
|
11
|
|
|||||
Europe/SSA/Russia
|
9
|
|
8
|
|
|
—
|
|
1
|
|
|
18
|
|
|||||
Latin America
|
1
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
|||||
Subtotal
|
24
|
|
8
|
|
|
—
|
|
6
|
|
|
38
|
|
|||||
Land Drilling Rigs
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|||||
Corporate and Research and Development
|
8
|
|
—
|
|
|
5
|
|
—
|
|
|
13
|
|
|||||
Total
|
$
|
32
|
|
$
|
8
|
|
|
$
|
5
|
|
$
|
6
|
|
|
$
|
51
|
|
|
|
|
Year Ended December 31, 2015
|
|
|
||||||||||||||
(Dollars in millions)
|
Accrued Balance at December 31, 2014
|
|
Charges
|
|
Cash Payments
|
|
Other
|
|
Accrued Balance at December 31, 2015
|
||||||||||
2015 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
$
|
53
|
|
|
$
|
149
|
|
|
$
|
(168
|
)
|
|
$
|
(2
|
)
|
|
$
|
32
|
|
Other restructuring liability
|
—
|
|
|
19
|
|
|
(12
|
)
|
|
1
|
|
|
8
|
|
|||||
2014 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
14
|
|
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
|
5
|
|
|||||
Other restructuring liability
|
12
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
6
|
|
|||||
Total severance and other restructuring liability
|
$
|
79
|
|
|
$
|
168
|
|
|
$
|
(193
|
)
|
|
$
|
(3
|
)
|
|
$
|
51
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Interest paid, net of capitalized interest
|
$
|
477
|
|
|
$
|
511
|
|
|
$
|
525
|
|
Income taxes paid, net of refunds
|
331
|
|
|
386
|
|
|
442
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Raw materials, components and supplies
|
$
|
172
|
|
|
$
|
194
|
|
Work in process
|
61
|
|
|
135
|
|
||
Finished goods
|
2,111
|
|
|
2,758
|
|
||
|
$
|
2,344
|
|
|
$
|
3,087
|
|
(Dollars in millions)
|
North
America
|
|
MENA/
Asia Pacific
|
|
Europe/
SSA/
Russia
|
|
Latin
America
|
|
Land
Drilling
Rigs
|
|
Total
|
||||||||||||
Balance at December 31, 2013
|
$
|
1,981
|
|
|
$
|
196
|
|
|
$
|
753
|
|
|
$
|
304
|
|
|
$
|
56
|
|
|
$
|
3,290
|
|
Impairment
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(40
|
)
|
|
(66
|
)
|
||||||
Acquisitions
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Purchase price and other adjustments
|
1
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(14
|
)
|
|
(5
|
)
|
||||||
Foreign currency translation
|
(86
|
)
|
|
(7
|
)
|
|
(112
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(214
|
)
|
||||||
Balance at December 31, 2014
|
$
|
1,896
|
|
|
$
|
195
|
|
|
$
|
623
|
|
|
$
|
297
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Purchase price and other adjustments
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Foreign currency translation adjustments
|
(143
|
)
|
|
(6
|
)
|
|
(50
|
)
|
|
(13
|
)
|
|
—
|
|
|
(212
|
)
|
||||||
Balance at December 31, 2015
|
$
|
1,756
|
|
|
$
|
190
|
|
|
$
|
573
|
|
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
2,803
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Gross
|
|
|
|
Net
|
|
Gross
|
|
|
|
|
Net
|
||||||||||||||
|
Carrying
|
|
Accumulated
|
|
Intangible
|
|
Carrying
|
|
Accumulated
|
|
|
Intangible
|
||||||||||||||
(Dollars in millions)
|
Amount
|
|
Amortization
|
|
Assets
|
|
Amount
|
|
Amortization
|
|
Impairment
|
Assets
|
||||||||||||||
Acquired technology
|
$
|
386
|
|
|
$
|
(291
|
)
|
|
$
|
95
|
|
|
$
|
420
|
|
|
$
|
(287
|
)
|
|
—
|
|
$
|
133
|
|
|
Licenses
|
234
|
|
|
(176
|
)
|
|
58
|
|
|
242
|
|
|
(169
|
)
|
|
—
|
|
73
|
|
|||||||
Patents
|
233
|
|
|
(123
|
)
|
|
110
|
|
|
232
|
|
|
(117
|
)
|
|
—
|
|
115
|
|
|||||||
Customer relationships and contracts
|
198
|
|
|
(139
|
)
|
|
59
|
|
|
205
|
|
|
(122
|
)
|
|
(5
|
)
|
78
|
|
|||||||
Other
|
88
|
|
|
(54
|
)
|
|
34
|
|
|
85
|
|
|
(38
|
)
|
|
(6
|
)
|
41
|
|
|||||||
|
$
|
1,139
|
|
|
$
|
(783
|
)
|
|
$
|
356
|
|
|
$
|
1,184
|
|
|
$
|
(733
|
)
|
|
$
|
(11
|
)
|
$
|
440
|
|
Period
|
Amount
|
|
|
2016
|
$
|
64
|
|
2017
|
57
|
|
|
2018
|
46
|
|
|
2019
|
38
|
|
|
2020
|
31
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Commercial paper program
|
$
|
—
|
|
|
$
|
245
|
|
Revolving credit facility
|
967
|
|
|
—
|
|
||
364-day term loan facility
|
—
|
|
|
175
|
|
||
Other short-term bank loans
|
214
|
|
|
257
|
|
||
Total short-term borrowings
|
1,181
|
|
|
677
|
|
||
Current portion of long-term debt
|
401
|
|
|
50
|
|
||
Short-term borrowings and current portion of long-term debt
|
$
|
1,582
|
|
|
$
|
727
|
|
Weighted average interest rate on short-term borrowings outstanding at end of year
|
2.7
|
%
|
|
1.4
|
%
|
|
December 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
5.50% Senior Notes due 2016
|
$
|
350
|
|
|
$
|
352
|
|
6.35% Senior Notes due 2017
|
604
|
|
|
607
|
|
||
6.00% Senior Notes due 2018
|
499
|
|
|
498
|
|
||
9.625% Senior Notes due 2019
|
1,014
|
|
|
1,018
|
|
||
5.125% Senior Notes due 2020
|
771
|
|
|
798
|
|
||
4.50% Senior Notes due 2022
|
644
|
|
|
715
|
|
||
6.50% Senior Notes due 2036
|
449
|
|
|
556
|
|
||
6.80% Senior Notes due 2037
|
257
|
|
|
298
|
|
||
7.00% Senior Notes due 2038
|
459
|
|
|
497
|
|
||
9.875% Senior Notes due 2039
|
247
|
|
|
247
|
|
||
6.75% Senior Notes due 2040
|
460
|
|
|
596
|
|
||
5.95% Senior Notes due 2042
|
372
|
|
|
478
|
|
||
4.82% secured borrowing
|
9
|
|
|
12
|
|
||
Capital and other lease obligations
|
116
|
|
|
136
|
|
||
Other
|
29
|
|
|
40
|
|
||
Total Senior Notes and other debt
|
6,280
|
|
|
6,848
|
|
||
Less amounts due in one year
|
401
|
|
|
50
|
|
||
Long-term debt
|
$
|
5,879
|
|
|
$
|
6,798
|
|
2016
|
$
|
401
|
|
2017
|
630
|
|
|
2018
|
514
|
|
|
2019
|
1,005
|
|
|
2020
|
812
|
|
|
Thereafter
|
2,918
|
|
|
|
$
|
6,280
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Fair value
|
$
|
5,095
|
|
|
$
|
6,733
|
|
Carrying value
|
6,126
|
|
|
6,660
|
|
|
December 31,
|
|
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
Classifications
|
||||
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
|
(14
|
)
|
|
(17
|
)
|
|
Other Current Liabilities
|
||
Cross-currency swap contracts
|
—
|
|
|
(5
|
)
|
|
Other Liabilities
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Year Ended December 31,
|
|
|
||||||||||
(Dollars in millions)
|
|
|
2015
|
|
2014
|
|
2013
|
|
Classification
|
||||||
Foreign currency forward contracts
|
|
|
$
|
(115
|
)
|
|
$
|
(22
|
)
|
|
$
|
(12
|
)
|
|
Other, Net
|
Cross-currency swap contracts
|
|
|
13
|
|
|
16
|
|
|
13
|
|
|
Other, Net
|
(Shares in millions)
|
Issued
|
|
Treasury
|
||
Balance at December 31, 2012
|
840
|
|
|
(79
|
)
|
Equity awards granted, vested and exercised
|
—
|
|
|
6
|
|
Balance at December 31, 2013
|
840
|
|
|
(73
|
)
|
Change in Shares Associated with Redomestication
|
(840
|
)
|
|
71
|
|
Issuance of Weatherford Ireland Shares
|
774
|
|
|
—
|
|
Equity awards granted, vested and exercised
|
—
|
|
|
2
|
|
Balance at December 31, 2014
|
774
|
|
|
—
|
|
Equity awards granted, vested and exercised
|
5
|
|
|
—
|
|
Balance at December 31, 2015
|
779
|
|
|
—
|
|
(Dollars in millions)
|
Currency Translation Adjustment
|
|
Defined Benefit Pension
|
|
Deferred Loss on Derivatives
|
|
Total
|
||||||||
Balance at January 1, 2014
|
$
|
(140
|
)
|
|
$
|
(38
|
)
|
|
$
|
(9
|
)
|
|
$
|
(187
|
)
|
Other comprehensive income before reclassifications
|
(763
|
)
|
|
(21
|
)
|
|
—
|
|
|
(784
|
)
|
||||
Reclassifications
|
90
|
|
|
2
|
|
|
—
|
|
|
92
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Net activity
|
(673
|
)
|
|
(19
|
)
|
|
(2
|
)
|
|
(694
|
)
|
||||
Balance at December 31, 2014
|
(813
|
)
|
|
(57
|
)
|
|
(11
|
)
|
|
(881
|
)
|
||||
Other comprehensive income before reclassifications
|
(789
|
)
|
|
28
|
|
|
—
|
|
|
(761
|
)
|
||||
Reclassifications
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Net activity
|
(789
|
)
|
|
28
|
|
|
1
|
|
|
(760
|
)
|
||||
Balance at December 31, 2015
|
$
|
(1,602
|
)
|
|
$
|
(29
|
)
|
|
$
|
(10
|
)
|
|
$
|
(1,641
|
)
|
|
Year Ended December 31,
|
|||||||
(Shares in millions)
|
2015
|
|
2014
|
|
2013
|
|||
Basic and Diluted weighted average shares outstanding
|
779
|
|
|
777
|
|
|
772
|
|
|
Year Ended December 31,
|
|||||||
(Shares in millions)
|
2015
|
|
2014
|
|
2013
|
|||
Anti-dilutive potential shares
|
3
|
|
|
5
|
|
|
5
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Share-based compensation
|
$
|
73
|
|
|
$
|
56
|
|
|
$
|
66
|
|
Related tax benefit
|
14
|
|
|
12
|
|
|
11
|
|
|
Options
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2014
|
6,643
|
|
|
$
|
9.52
|
|
|
1.18 years
|
|
$
|
23,500
|
|
Exercised
|
(4,066
|
)
|
|
6.35
|
|
|
|
|
|
|
||
Expired
|
(74
|
)
|
|
9.56
|
|
|
|
|
|
|
||
Outstanding and Vested at December 31, 2015
|
2,503
|
|
|
14.67
|
|
|
0.93 years
|
|
36
|
|
||
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2015
|
15
|
|
|
5.94
|
|
|
0.74 years
|
|
36
|
|
|
|
RSA
|
|
Weighted
Average Grant Date
Fair Value
|
|
RSU
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Non-Vested at December 31, 2014
|
|
2,254
|
|
|
$
|
15.31
|
|
|
4,300
|
|
|
$
|
17.21
|
|
Granted
|
|
—
|
|
|
—
|
|
|
10,492
|
|
|
11.94
|
|
||
Vested
|
|
(1,111
|
)
|
|
15.12
|
|
|
(1,981
|
)
|
|
16.53
|
|
||
Forfeited
|
|
(272
|
)
|
|
17.55
|
|
|
(847
|
)
|
|
13.71
|
|
||
Non-Vested at December 31, 2015
|
|
871
|
|
|
14.85
|
|
|
11,964
|
|
|
12.94
|
|
|
Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Non-vested at December 31, 2014
|
1,948
|
|
|
$
|
12.74
|
|
Granted
|
1,561
|
|
|
10.45
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(652
|
)
|
|
14.14
|
|
|
Non-vested at December 31, 2015
|
2,857
|
|
|
11.17
|
|
|
Year Ended December 31,
|
||||
|
2015
|
|
2014
|
||
Discount rate:
|
|
|
|
||
United States plans
|
1.00% - 4.25%
|
|
|
1.00% - 4.00%
|
|
International plans
|
2.30% - 8.00%
|
|
|
1.65% - 7.00%
|
|
Rate of compensation increase:
|
|
|
|
|
|
United States plans
|
—
|
|
|
—
|
|
International plans
|
2.00% - 3.20%
|
|
|
2.00% - 3.30%
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Total current provision
|
$
|
(303
|
)
|
|
$
|
(350
|
)
|
|
$
|
(177
|
)
|
Total deferred benefit
|
448
|
|
|
66
|
|
|
33
|
|
|||
(Provision) Benefit for Income Taxes
|
$
|
145
|
|
|
$
|
(284
|
)
|
|
$
|
(144
|
)
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Swiss federal income tax rate at 7.83%
|
$
|
164
|
|
|
$
|
20
|
|
|
$
|
13
|
|
Tax on operating earnings subject to rates different than the Swiss federal income tax rate
|
411
|
|
|
(70
|
)
|
|
89
|
|
|||
Tax on divestitures gains subject to different tax rate
|
—
|
|
|
(109
|
)
|
|
—
|
|
|||
Non-cash tax expense on distribution of subsidiary earnings
|
(265
|
)
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
(159
|
)
|
|
(222
|
)
|
|
(264
|
)
|
|||
Change in uncertain tax positions
|
(6
|
)
|
|
97
|
|
|
18
|
|
|||
(Provision) Benefit for Income Taxes
|
$
|
145
|
|
|
$
|
(284
|
)
|
|
$
|
(144
|
)
|
|
December 31,
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
||||
Net operating losses carryforwards
|
$
|
972
|
|
|
$
|
600
|
|
Accrued liabilities and reserves
|
190
|
|
|
235
|
|
||
Tax credit carryforwards
|
102
|
|
|
103
|
|
||
Employee benefits
|
52
|
|
|
70
|
|
||
Inventory
|
64
|
|
|
70
|
|
||
Other differences between financial and tax basis
|
267
|
|
|
108
|
|
||
Valuation allowance
|
(868
|
)
|
|
(732
|
)
|
||
Total deferred tax assets
|
779
|
|
|
454
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property, plant and equipment
|
(53
|
)
|
|
(324
|
)
|
||
Intangible assets
|
(209
|
)
|
|
(206
|
)
|
||
Deferred Income
|
(21
|
)
|
|
(22
|
)
|
||
Undistributed Subsidiary Earnings
|
(179
|
)
|
|
—
|
|
||
Other differences between financial and tax basis
|
(12
|
)
|
|
(21
|
)
|
||
Total deferred tax liabilities
|
(474
|
)
|
|
(573
|
)
|
||
Net deferred tax asset (liability)
|
$
|
305
|
|
|
$
|
(119
|
)
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
$
|
235
|
|
|
$
|
289
|
|
|
$
|
296
|
|
Additions as a result of tax positions taken during a prior period
|
28
|
|
|
23
|
|
|
64
|
|
|||
Reductions as a result of tax positions taken during a prior period
|
(9
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|||
Additions as a result of tax positions taken during the current period
|
5
|
|
|
2
|
|
|
31
|
|
|||
Reductions relating to settlements with taxing authorities
|
(46
|
)
|
|
(24
|
)
|
|
(60
|
)
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
(7
|
)
|
|
(9
|
)
|
|
(19
|
)
|
|||
Foreign exchange effects
|
(11
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|||
Balance at end of year
|
$
|
195
|
|
|
$
|
235
|
|
|
$
|
289
|
|
2016
|
349
|
|
|
2017
|
217
|
|
|
2018
|
165
|
|
|
2019
|
102
|
|
|
2020
|
62
|
|
|
Thereafter
|
277
|
|
|
|
$
|
1,172
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
(Dollars in millions)
|
Net
Operating Revenues |
|
Income (Loss)
from Operations (a) |
|
Depreciation
and Amortization |
|
Capital
Expenditures |
||||||||
North America
|
$
|
3,494
|
|
|
$
|
(308
|
)
|
|
$
|
362
|
|
|
$
|
161
|
|
MENA/Asia Pacific
|
1,947
|
|
|
(28
|
)
|
|
254
|
|
|
75
|
|
||||
Europe/SSA/Russia
|
1,533
|
|
|
173
|
|
|
201
|
|
|
132
|
|
||||
Latin America
|
1,746
|
|
|
254
|
|
|
249
|
|
|
227
|
|
||||
Subtotal
|
8,720
|
|
|
91
|
|
|
1,066
|
|
|
595
|
|
||||
Land Drilling Rigs
|
713
|
|
|
(13
|
)
|
|
110
|
|
|
68
|
|
||||
|
9,433
|
|
|
78
|
|
|
1,176
|
|
|
663
|
|
||||
Corporate and Research and Development
|
|
|
(425
|
)
|
|
24
|
|
|
19
|
|
|||||
Long-Lived Asset Impairment and Other Related Charges
(b)
|
|
|
(768
|
)
|
|
|
|
|
|||||||
Equity Investment Impairment
|
|
|
(25
|
)
|
|
|
|
|
|||||||
Severance and Restructuring Charges
(c)
|
|
|
(232
|
)
|
|
|
|
|
|||||||
Litigation Charges
|
|
|
(116
|
)
|
|
|
|
|
|||||||
Loss on Sale of Businesses and Investments, Net
|
|
|
(6
|
)
|
|
|
|
|
|||||||
Other Items
(d)
|
|
|
(52
|
)
|
|
|
|
|
|||||||
Total
|
$
|
9,433
|
|
|
$
|
(1,546
|
)
|
|
$
|
1,200
|
|
|
$
|
682
|
|
(a)
|
During 2015, we recognized inventory write-downs of
$223 million
attributable to each reporting segment as follows:
$73 million
in North America,
$54 million
in Latin America,
$38 million
in MENA/Asia Pacific,
$32 million
in Europe/SSA/Russia, and
$26 million
for Land Drilling Rigs. We recognized a charge for
bad debt expense
of
$48 million
of which
$31 million
was taken in the fourth quarter. The charges attributable to our reporting segments are as follows:
$20 million
in North America,
$12 million
for Europe/SSA/Russia,
$9 million
in Latin America, and
$7 million
in MENA/Asia Pacific.
|
(b)
|
Includes asset impairment charges of
$638 million
, supply agreement charges related to a non-core business divestiture of
$67 million
, and pressure pumping business related charges of
$63 million
.
|
(c)
|
We recognized 2015 Plan severance and restructuring charges of
$232 million
:
$52 million
in North America,
$56 million
in MENA/Asia Pacific,
$56 million
in Europe/SSA/Russia,
$40 million
in Latin America,
$12 million
in
Land Drilling Rigs
and
$16 million
in Corporate and Research and Development.
|
(d)
|
Includes
$17 million
in professional and other fees,
$11 million
in divestiture related charges and facility closures and
$24 million
in other charges.
|
|
Year Ended December 31, 2014
|
||||||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss)
from
Operations
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
||||||||
North America
|
$
|
6,852
|
|
|
$
|
1,005
|
|
|
$
|
430
|
|
|
$
|
454
|
|
MENA/Asia Pacific
|
2,406
|
|
|
115
|
|
|
280
|
|
|
183
|
|
||||
Europe/SSA/Russia
|
2,129
|
|
|
367
|
|
|
218
|
|
|
282
|
|
||||
Latin America
|
2,282
|
|
|
339
|
|
|
241
|
|
|
311
|
|
||||
Subtotal
|
13,669
|
|
|
1,826
|
|
|
1,169
|
|
|
1,230
|
|
||||
Land Drilling Rigs
|
1,242
|
|
|
(103
|
)
|
|
179
|
|
|
158
|
|
||||
|
14,911
|
|
|
1,723
|
|
|
1,348
|
|
|
1,388
|
|
||||
Corporate and Research and Development
|
|
|
(468
|
)
|
|
23
|
|
|
62
|
|
|||||
Long-Lived Asset Impairments
|
|
|
(495
|
)
|
|
|
|
|
|||||||
Goodwill Impairment
|
|
|
(161
|
)
|
|
|
|
|
|||||||
Severance and Restructuring Charges
(e)
|
|
|
(331
|
)
|
|
|
|
|
|||||||
Gain on Sale of Businesses and Investments, Net
|
|
|
349
|
|
|
|
|
|
|||||||
Other Items
(f)
|
|
|
(112
|
)
|
|
|
|
|
|||||||
Total
|
$
|
14,911
|
|
|
$
|
505
|
|
|
$
|
1,371
|
|
|
$
|
1,450
|
|
(e)
|
We recognized 2014 and 2015 Plan severance and restructuring charges of
$331 million
:
$76 million
in North America,
$133 million
in MENA/Asia Pacific,
$35 million
in Europe/SSA/Russia,
$48 million
in Latin America,
$9 million
in
Land Drilling Rigs
and
$30 million
in Corporate and Research and Development.
|
(f)
|
Includes professional fees of
$107 million
related to the divestiture of our non-core businesses, restatement related litigation, the settlement of the U.S. government investigations, and our 2014 redomestication from Switzerland to Ireland and other charges of
$5 million
.
|
|
Year Ended December 31, 2013
|
||||||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss)
from
Operations
(g)
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
||||||||
North America
|
$
|
6,390
|
|
|
$
|
827
|
|
|
$
|
424
|
|
|
$
|
434
|
|
MENA/Asia Pacific
|
2,746
|
|
|
(62
|
)
|
|
284
|
|
|
278
|
|
||||
Europe/SSA/Russia
|
1,947
|
|
|
266
|
|
|
207
|
|
|
228
|
|
||||
Latin America
(h)
|
2,635
|
|
|
320
|
|
|
254
|
|
|
245
|
|
||||
Subtotal
|
13,718
|
|
|
1,351
|
|
|
1,169
|
|
|
1,185
|
|
||||
Land Drilling Rigs
|
1,545
|
|
|
(33
|
)
|
|
213
|
|
|
327
|
|
||||
|
15,263
|
|
|
1,318
|
|
|
1,382
|
|
|
1,512
|
|
||||
Corporate and Research and Development
|
|
|
(466
|
)
|
|
20
|
|
|
63
|
|
|||||
Litigation Charges
|
|
|
(153
|
)
|
|
|
|
|
|||||||
Gain on Sale of Businesses and Investments, Net
|
|
|
24
|
|
|
|
|
|
|||||||
Other Items
(i)
|
|
|
(200
|
)
|
|
|
|
|
|||||||
Total
|
$
|
15,263
|
|
|
$
|
523
|
|
|
$
|
1,402
|
|
|
$
|
1,575
|
|
(g)
|
We recognized a charge for
bad debt expense
of
$98 million
attributable to our reporting segments as follows:
$51 million
in Latin America,
$26 million
in Land Drilling Rigs,
$10 million
for Europe/SSA/Russia,
$9 million
in MENA/Asia Pacific, and
$2 million
in North America. During 2013, we recognized a charge for excess and obsolete inventory of
$62 million
attributable to each reporting segment as follows:
$35 million
in North America,
$13 million
in Europe/SSA/Russia,
$7 million
in MENA/Asia Pacific,
$6 million
in Latin America and
$1 million
for Land Drilling Rigs.
|
(h)
|
On December 17, 2013, we accepted bonds with a face value of
$127 million
from PDVSA in full settlement of
$127 million
in trade receivables. Upon receipt, we immediately sold these bonds in a series of transactions recognizing a loss of
$58 million
.
|
(i)
|
Includes
$67 million
of professional fees and expenses for U.S. government investigations and the remediation of our material weakness related to income taxes,
$94 million
of severance and
$39 million
of other items.
|
|
Total Assets at
December 31,
|
|||||
(Dollars in millions)
|
2015
|
2014
|
||||
North America
|
$
|
5,100
|
|
$
|
7,297
|
|
MENA/Asia Pacific
|
2,536
|
|
3,022
|
|
||
Europe/SSA/Russia
|
2,480
|
|
3,106
|
|
||
Latin America
|
2,683
|
|
3,211
|
|
||
Land Drilling Rigs
|
1,516
|
|
1,907
|
|
||
Corporate and Research and Development
|
472
|
|
346
|
|
||
Total
|
$
|
14,787
|
|
$
|
18,889
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Formation Evaluation and Well Construction
|
55
|
%
|
|
52
|
%
|
|
52
|
%
|
Completion and Production
|
37
|
|
|
40
|
|
|
38
|
|
Land Drilling Rigs
|
8
|
|
|
8
|
|
|
10
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Revenues
|
|
Long-lived Assets
|
||||||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||||
United States
|
$
|
2,864
|
|
|
$
|
5,567
|
|
|
$
|
5,147
|
|
|
$
|
1,505
|
|
|
$
|
2,114
|
|
Middle East and North Africa
|
1,843
|
|
|
2,038
|
|
|
2,197
|
|
|
1,686
|
|
|
1,987
|
|
|||||
Latin America
|
1,782
|
|
|
2,381
|
|
|
2,835
|
|
|
1,143
|
|
|
1,226
|
|
|||||
Europe/SSA/Russia
|
1,613
|
|
|
2,584
|
|
|
2,693
|
|
|
862
|
|
|
1,158
|
|
|||||
Asia Pacific
|
701
|
|
|
1,057
|
|
|
1,148
|
|
|
471
|
|
|
616
|
|
|||||
Canada
|
630
|
|
|
1,284
|
|
|
1,243
|
|
|
191
|
|
|
264
|
|
|||||
|
$
|
9,433
|
|
|
$
|
14,911
|
|
|
$
|
15,263
|
|
|
$
|
5,858
|
|
|
$
|
7,365
|
|
(Dollars in Millions)
|
Weatherford Ireland
|
|
Weatherford Bermuda
|
|
Weatherford Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,433
|
|
|
$
|
—
|
|
|
$
|
9,433
|
|
Costs and Expenses
|
(101
|
)
|
|
(7
|
)
|
|
2
|
|
|
(10,873
|
)
|
|
—
|
|
|
(10,979
|
)
|
||||||
Operating Income (Loss)
|
(101
|
)
|
|
(7
|
)
|
|
2
|
|
|
(1,440
|
)
|
|
—
|
|
|
(1,546
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(398
|
)
|
|
(57
|
)
|
|
(13
|
)
|
|
—
|
|
|
(468
|
)
|
||||||
Intercompany Charges, Net
|
(83
|
)
|
|
(110
|
)
|
|
(282
|
)
|
|
(403
|
)
|
|
878
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(1,801
|
)
|
|
(1,868
|
)
|
|
(492
|
)
|
|
—
|
|
|
4,161
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
51
|
|
|
11
|
|
|
(144
|
)
|
|
—
|
|
|
(82
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(1,985
|
)
|
|
(2,332
|
)
|
|
(818
|
)
|
|
(2,000
|
)
|
|
5,039
|
|
|
(2,096
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
114
|
|
|
31
|
|
|
—
|
|
|
145
|
|
||||||
Net Income (Loss)
|
(1,985
|
)
|
|
(2,332
|
)
|
|
(704
|
)
|
|
(1,969
|
)
|
|
5,039
|
|
|
(1,951
|
)
|
||||||
Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(1,985
|
)
|
|
$
|
(2,332
|
)
|
|
$
|
(704
|
)
|
|
$
|
(2,003
|
)
|
|
$
|
5,039
|
|
|
$
|
(1,985
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(2,745
|
)
|
|
$
|
(2,610
|
)
|
|
$
|
(754
|
)
|
|
$
|
(2,762
|
)
|
|
$
|
6,126
|
|
|
$
|
(2,745
|
)
|
(Dollars in millions)
|
Weatherford Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,911
|
|
|
$
|
—
|
|
|
$
|
14,911
|
|
Costs and Expenses
|
(59
|
)
|
|
(18
|
)
|
|
3
|
|
|
(14,332
|
)
|
|
—
|
|
|
(14,406
|
)
|
||||||
Operating Income (Loss)
|
(59
|
)
|
|
(18
|
)
|
|
3
|
|
|
579
|
|
|
—
|
|
|
505
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(422
|
)
|
|
(57
|
)
|
|
(19
|
)
|
|
—
|
|
|
(498
|
)
|
||||||
Intercompany Charges, Net
|
(99
|
)
|
|
7,291
|
|
|
(266
|
)
|
|
(8,802
|
)
|
|
1,876
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(424
|
)
|
|
(430
|
)
|
|
407
|
|
|
(2
|
)
|
|
449
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
20
|
|
|
(3
|
)
|
|
(279
|
)
|
|
—
|
|
|
(262
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(582
|
)
|
|
6,441
|
|
|
84
|
|
|
(8,523
|
)
|
|
2,325
|
|
|
(255
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
(2
|
)
|
|
—
|
|
|
131
|
|
|
(413
|
)
|
|
—
|
|
|
(284
|
)
|
||||||
Net Income (Loss)
|
(584
|
)
|
|
6,441
|
|
|
215
|
|
|
(8,936
|
)
|
|
2,325
|
|
|
(539
|
)
|
||||||
Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(584
|
)
|
|
$
|
6,441
|
|
|
$
|
215
|
|
|
$
|
(8,981
|
)
|
|
$
|
2,325
|
|
|
$
|
(584
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(1,278
|
)
|
|
$
|
5,811
|
|
|
$
|
(128
|
)
|
|
$
|
(9,674
|
)
|
|
$
|
3,991
|
|
|
$
|
(1,278
|
)
|
(Dollars in millions)
|
Weatherford
Switzerland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,263
|
|
|
$
|
—
|
|
|
$
|
15,263
|
|
Costs and Expenses
|
(50
|
)
|
|
(139
|
)
|
|
(3
|
)
|
|
(14,548
|
)
|
|
—
|
|
|
(14,740
|
)
|
||||||
Operating Income (Loss)
|
(50
|
)
|
|
(139
|
)
|
|
(3
|
)
|
|
715
|
|
|
—
|
|
|
523
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(430
|
)
|
|
(61
|
)
|
|
(25
|
)
|
|
—
|
|
|
(516
|
)
|
||||||
Intercompany Charges, Net
|
(53
|
)
|
|
49
|
|
|
(337
|
)
|
|
341
|
|
|
—
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(242
|
)
|
|
30
|
|
|
461
|
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
(31
|
)
|
|
(2
|
)
|
|
(144
|
)
|
|
—
|
|
|
(177
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(345
|
)
|
|
(521
|
)
|
|
58
|
|
|
887
|
|
|
(249
|
)
|
|
(170
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
145
|
|
|
(289
|
)
|
|
—
|
|
|
(144
|
)
|
||||||
Net Income (Loss)
|
(345
|
)
|
|
(521
|
)
|
|
203
|
|
|
598
|
|
|
(249
|
)
|
|
(314
|
)
|
||||||
Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(345
|
)
|
|
$
|
(521
|
)
|
|
$
|
203
|
|
|
$
|
567
|
|
|
$
|
(249
|
)
|
|
$
|
(345
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(695
|
)
|
|
$
|
(788
|
)
|
|
$
|
39
|
|
|
$
|
214
|
|
|
$
|
535
|
|
|
$
|
(695
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
22
|
|
|
$
|
443
|
|
|
$
|
—
|
|
|
$
|
467
|
|
Other Current Assets
|
4
|
|
|
—
|
|
|
651
|
|
|
5,146
|
|
|
(704
|
)
|
|
5,097
|
|
||||||
Total Current Assets
|
4
|
|
|
2
|
|
|
673
|
|
|
5,589
|
|
|
(704
|
)
|
|
5,564
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Investments in Affiliates
|
5,693
|
|
|
8,709
|
|
|
9,187
|
|
|
3,483
|
|
|
(27,072
|
)
|
|
—
|
|
||||||
Intercompany Receivables, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
10,423
|
|
|
(10,423
|
)
|
|
—
|
|
||||||
Other Assets
|
3
|
|
|
27
|
|
|
18
|
|
|
9,175
|
|
|
—
|
|
|
9,223
|
|
||||||
Total Assets
|
$
|
5,700
|
|
|
$
|
8,738
|
|
|
$
|
9,878
|
|
|
$
|
28,670
|
|
|
$
|
(38,199
|
)
|
|
$
|
14,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term Borrowings and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
1,503
|
|
|
$
|
6
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
1,582
|
|
Accounts Payable and Other Current Liabilities
|
19
|
|
|
212
|
|
|
—
|
|
|
2,922
|
|
|
(704
|
)
|
|
2,449
|
|
||||||
Total Current Liabilities
|
19
|
|
|
1,715
|
|
|
6
|
|
|
2,995
|
|
|
(704
|
)
|
|
4,031
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term Debt
|
—
|
|
|
4,910
|
|
|
864
|
|
|
105
|
|
|
—
|
|
|
5,879
|
|
||||||
Intercompany Payables, Net
|
1,362
|
|
|
6,147
|
|
|
2,914
|
|
|
—
|
|
|
(10,423
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
15
|
|
|
77
|
|
|
10
|
|
|
410
|
|
|
—
|
|
|
512
|
|
||||||
Total Liabilities
|
1,396
|
|
|
12,849
|
|
|
3,794
|
|
|
3,510
|
|
|
(11,127
|
)
|
|
10,422
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weatherford Shareholders’ Equity
|
4,304
|
|
|
(4,111
|
)
|
|
6,084
|
|
|
25,099
|
|
|
(27,072
|
)
|
|
4,304
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
5,700
|
|
|
$
|
8,738
|
|
|
$
|
9,878
|
|
|
$
|
28,670
|
|
|
$
|
(38,199
|
)
|
|
$
|
14,787
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
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
|
)
|
|
—
|
|
||||||
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)
|
$
|
(1,985
|
)
|
|
$
|
(2,332
|
)
|
|
$
|
(704
|
)
|
|
$
|
(1,969
|
)
|
|
$
|
5,039
|
|
|
$
|
(1,951
|
)
|
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
83
|
|
|
110
|
|
|
282
|
|
|
403
|
|
|
(878
|
)
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
1,801
|
|
|
1,868
|
|
|
492
|
|
|
—
|
|
|
(4,161
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
14
|
|
|
(462
|
)
|
|
—
|
|
|
(448
|
)
|
||||||
Other Adjustments
|
(35
|
)
|
|
210
|
|
|
(86
|
)
|
|
3,016
|
|
|
—
|
|
|
3,105
|
|
||||||
Net Cash Provided (Used) by Operating Activities
|
(136
|
)
|
|
(144
|
)
|
|
(2
|
)
|
|
988
|
|
|
—
|
|
|
706
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
—
|
|
|
(682
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Proceeds from Sale of Assets and Businesses, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||
Net Cash Provided (Used) by Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(659
|
)
|
|
—
|
|
|
(659
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
535
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
505
|
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
(411
|
)
|
|
(31
|
)
|
|
(28
|
)
|
|
—
|
|
|
(470
|
)
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
135
|
|
|
22
|
|
|
33
|
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||||
Net Cash Provided (Used) by Financing Activities
|
135
|
|
|
146
|
|
|
2
|
|
|
(271
|
)
|
|
—
|
|
|
12
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
||||||
Net Increase (decrease) in Cash and Cash Equivalents
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
1
|
|
|
—
|
|
|
22
|
|
|
451
|
|
|
—
|
|
|
474
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
22
|
|
|
$
|
443
|
|
|
$
|
—
|
|
|
$
|
467
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(584
|
)
|
|
$
|
6,441
|
|
|
$
|
215
|
|
|
$
|
(8,936
|
)
|
|
$
|
2,325
|
|
|
$
|
(539
|
)
|
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Charges from Parent or Subsidiary
|
99
|
|
|
(7,291
|
)
|
|
266
|
|
|
8,802
|
|
|
(1,876
|
)
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
424
|
|
|
430
|
|
|
(407
|
)
|
|
2
|
|
|
(449
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(41
|
)
|
|
—
|
|
|
(66
|
)
|
||||||
Other Adjustments
|
23
|
|
|
(180
|
)
|
|
(42
|
)
|
|
1,767
|
|
|
—
|
|
|
1,568
|
|
||||||
Net Cash Provided (Used) by Operating Activities
|
(38
|
)
|
|
(600
|
)
|
|
7
|
|
|
1,594
|
|
|
—
|
|
|
963
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,450
|
)
|
|
—
|
|
|
(1,450
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Purchase of Equity Investment in Unconsolidated Affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Proceeds from Sale of Assets and Businesses, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
1,770
|
|
|
—
|
|
|
1,770
|
|
||||||
Net Cash Provided (Used) by Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
330
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
(827
|
)
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(924
|
)
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
(153
|
)
|
|
(92
|
)
|
|
(14
|
)
|
|
—
|
|
|
(259
|
)
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
39
|
|
|
1,580
|
|
|
107
|
|
|
(1,726
|
)
|
|
—
|
|
|
—
|
|
||||||
Proceeds from Capital Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
Net Cash Provided (Used) by Financing Activities
|
39
|
|
|
600
|
|
|
15
|
|
|
(1,834
|
)
|
|
—
|
|
|
(1,180
|
)
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
||||||
Net Increase in Cash and Cash Equivalents
|
1
|
|
|
—
|
|
|
22
|
|
|
16
|
|
|
—
|
|
|
39
|
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
—
|
|
|
—
|
|
|
435
|
|
|
—
|
|
|
435
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
451
|
|
|
$
|
—
|
|
|
$
|
474
|
|
(Dollars in millions)
|
Weatherford
Switzerland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(345
|
)
|
|
$
|
(521
|
)
|
|
$
|
203
|
|
|
$
|
598
|
|
|
$
|
(249
|
)
|
|
$
|
(314
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
53
|
|
|
(49
|
)
|
|
337
|
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
242
|
|
|
(30
|
)
|
|
(461
|
)
|
|
—
|
|
|
249
|
|
|
—
|
|
||||||
Deferred Income Tax (Provision) Benefit
|
—
|
|
|
—
|
|
|
28
|
|
|
(61
|
)
|
|
—
|
|
|
(33
|
)
|
||||||
Other Adjustments
|
(48
|
)
|
|
748
|
|
|
470
|
|
|
406
|
|
|
—
|
|
|
1,576
|
|
||||||
Net Cash Provided (Used) by Operating Activities
|
(98
|
)
|
|
148
|
|
|
577
|
|
|
602
|
|
|
—
|
|
|
1,229
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,575
|
)
|
|
—
|
|
|
(1,575
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Acquisition of Equity Investments in Unconsolidated Affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from Sale of Assets and Businesses, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
488
|
|
|
—
|
|
|
488
|
|
||||||
Capital Contribution to Subsidiary
|
—
|
|
|
(1,181
|
)
|
|
—
|
|
|
—
|
|
|
1,181
|
|
|
—
|
|
||||||
Net Cash Provided (Used) by Investing Activities
|
—
|
|
|
(1,181
|
)
|
|
—
|
|
|
(1,104
|
)
|
|
1,181
|
|
|
(1,104
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
550
|
|
|
(4
|
)
|
|
66
|
|
|
—
|
|
|
612
|
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
(544
|
)
|
|
(30
|
)
|
|
(26
|
)
|
|
—
|
|
|
(600
|
)
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
100
|
|
|
1,027
|
|
|
(565
|
)
|
|
(562
|
)
|
|
—
|
|
|
—
|
|
||||||
Proceeds from Capital Contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
1,181
|
|
|
(1,181
|
)
|
|
—
|
|
||||||
Other, Net
|
(2
|
)
|
|
—
|
|
|
22
|
|
|
(26
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net Cash Provided (Used) by Financing Activities
|
98
|
|
|
1,033
|
|
|
(577
|
)
|
|
633
|
|
|
(1,181
|
)
|
|
6
|
|
||||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Net Increase in Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
300
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
435
|
|
|
$
|
—
|
|
|
$
|
435
|
|
(a)
|
Includes charges of
$59 million
primarily related to severance and restructuring charges.
|
(b)
|
Includes charges of
$395 million
primarily related to long-lived asset impairments, litigation, and severance and restructuring.
|
(c)
|
Includes charges of
$77 million
primarily related to severance and restructuring and supply contracts.
|
(d)
|
Includes
$668 million
primarily related to long-lived asset impairments, severance and restructuring and supply contracts, a
$265 million
charge for a non-cash tax expense on distribution of subsidiary earnings and
$217 million
of inventory write-downs.
|
(e)
|
Includes estimated project income of
$42 million
, for the first quarter of 2015, estimated project loss of
$69 million
,
$44 million
and
$82 million
for the second, third and fourth quarter of 2015, respectively, from our long-term early production facility construction contracts.
|
|
2014 Quarters
|
|
|
||||||||||||||||
(Dollars in millions, except per share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
Revenues
|
$
|
3,596
|
|
|
$
|
3,711
|
|
|
$
|
3,877
|
|
|
$
|
3,727
|
|
|
$
|
14,911
|
|
Gross Profit
|
757
|
|
|
882
|
|
|
992
|
|
|
819
|
|
|
3,450
|
|
|||||
Net Income (Loss) Attributable to Weatherford
(j)
|
(41
|
)
|
(f)
|
(145
|
)
|
(g)
|
77
|
|
(h)
|
(475
|
)
|
(i)
|
(584
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings (Loss) Per Share
|
(0.05
|
)
|
|
(0.19
|
)
|
|
0.10
|
|
|
(0.61
|
)
|
|
(0.75
|
)
|
|||||
Diluted Earnings (Loss) Per Share
|
(0.05
|
)
|
|
(0.19
|
)
|
|
0.10
|
|
|
(0.61
|
)
|
|
(0.75
|
)
|
(f)
|
Includes charges of
$96 million
primarily related to severance and restructuring.
|
(g)
|
Includes charges of
$345 million
primarily related to long-lived asset and goodwill impairments, and severance and restructuring.
|
(h)
|
Includes net charges of
$140 million
primarily related to severance and restructuring and gain on sale of business.
|
(i)
|
Includes net charges of
$169 million
primarily related to long-lived asset impairments, severance and restructuring, gain on sale of business and equity investment of
$311 million
and
$245 million
of foreign currency related charges.
|
(j)
|
Includes estimated project losses of
$26 million
,
$2 million
,
$10 million
and
$34 million
for the first, second, third and fourth quarter of 2014, respectively, from our long-term early production facility construction contracts.
|
Plan Category
(Shares in thousands, except share prices)
|
Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(a)
|
|
Number of Securities Available for Future Issuance Under Equity Compensation Plans
(b)
|
||||
Equity compensation plans approved by shareholders
(c) (d)
|
15,878
|
|
|
$
|
20.50
|
|
|
16,975
|
|
Equity compensation plans not approved by shareholders
(e)
|
1,580
|
|
|
10.41
|
|
|
—
|
|
|
Total
|
17,458
|
|
|
14.67
|
|
|
16,975
|
|
(a)
|
The weighted average price does not take into account the shares issuable upon vesting of outstanding PUs or RSUs, which have no exercise price.
|
(b)
|
Excluding shares reflected in the first column of this table.
|
(c)
|
Includes our Omnibus Plan, which was approved by our shareholders in May 2006, and our 2010 Omnibus Plan, as amended, which was approved by our shareholders in June 2010.
|
(d)
|
Includes PUs calculated at target.
|
(e)
|
Includes the following compensation plans that were not approved by our shareholders: our 1998 Employee Stock Option Plan; our Non-Employee Director Deferred Compensation Plan; our Foreign Executive Deferred Compensation Stock Ownership Plan; and our 2003 Restricted Share Plan. No awards have been issued under these plans since May 2006 when our Omnibus Plan was approved.
|
(a)
|
The following documents are filed as part of this report or incorporated by reference:
|
1.
|
The
Consolidated Financial Statements
of the Company listed on page
46
of this report.
|
2.
|
The financial statement schedule on page
104
of this report.
|
3.
|
The exhibits of the Company listed below under Item 15(b); all exhibits are incorporated herein by reference to a prior filing as indicated, unless designated by a dagger (†) or double dagger (††).
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
2.1
|
|
Merger Agreement, dated April 2, 2014, between Weatherford Switzerland and Weatherford Ireland
|
|
Exhibit 2.1 of the
Company's Current Report on Form 8-K filed April 2, 2014 |
|
File No. 1-34258
|
3.1
|
|
Memorandum and Articles of Association of Weatherford International public limited company
|
|
Exhibit 3.1 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
4.1
|
|
Indenture, dated October 1, 2003, among Weatherford Bermuda, Weatherford Delaware, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed October 2, 2003 |
|
File No. 1-31339
|
4.2
|
|
First Supplemental Indenture, dated March 25, 2008, among Weatherford Bermuda, Weatherford Delaware and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed March 25, 2008 |
|
File No. 1-31339
|
4.3
|
|
Second Supplemental Indenture, dated as of January 8, 2009, among Weatherford Bermuda Weatherford Delaware, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed January 8, 2009 |
|
File No. 1-31339
|
4.4
|
|
Third Supplemental Indenture, dated as of February 26, 2009, among Weatherford Bermuda, Weatherford Delaware, Weatherford Switzerland and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed February 26, 2009 |
|
File No. 1-34258
|
4.5
|
|
Fourth Supplemental Indenture, dated as of September 23, 2010, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed November 2, 2010 |
|
File No. 1-34258
|
4.6
|
|
Fifth Supplemental Indenture, dated as of April 4, 2012, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
4.7
|
|
Sixth Supplemental Indenture, dated as of August 14, 2012, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed August 14, 2012 |
|
File No. 1-34258
|
4.8
|
|
Seventh Supplemental Indenture, dated as of March 31, 2013, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed May 3, 2013 |
|
File No. 1-34258
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
4.9
|
|
Eighth Supplemental Indenture, dated June 17, 2014, among Weatherford Ireland, Weatherford Bermuda, Weatherford Delaware and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of October 1, 2003
|
|
Exhibit 4.1 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
4.10
|
|
Indenture, dated June 18, 2007, among Weatherford Delaware, Weatherford Bermuda and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on June 18, 2007 |
|
File No. 1-31339
|
4.11
|
|
First Supplemental Indenture, dated June 18, 2007, among Weatherford Delaware, Weatherford Bermuda, and Deutsche Bank Trust Company Americas (including forms of notes)
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on June 18, 2007 |
|
File No. 1-31339
|
4.12
|
|
Second Supplemental Indenture, dated as of February 26, 2009, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed February 26, 2009 |
|
File No. 1-31339
|
4.13
|
|
Third Supplemental Indenture, dated as of August 14, 2012, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed August 14, 2012 |
|
File No. 1-34258
|
4.14
|
|
Fourth Supplemental Indenture, dated as of March 31, 2013, among Weatherford Delaware, Weatherford Bermuda, Weatherford Switzerland, and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed May 3, 2013 |
|
File No. 1-34258
|
4.15
|
|
Fifth Supplemental Indenture, dated June 17, 2014, among Weatherford Ireland, Weatherford Bermuda, Weatherford Delaware and Deutsche Bank Trust Company Americas
|
|
Exhibit 4.2 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
4.16
|
|
Officers’ Certificate, dated February 17, 2006, establishing the series of 5.50% Senior Notes due 2016
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed February 17, 2006 |
|
File No. 1-31339
|
4.17
|
|
Officer’s Certificate, dated August 7, 2006, establishing the series of 6.50% Senior Notes due 2036
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
4.18
|
|
Form of $350,000,000 global note for 5.50% Senior Notes due 2016
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed February 17, 2006 |
|
File No. 1-31339
|
4.19
|
|
Form of $500,000,000 global note for 6.50% Senior Notes due 2036
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
4.20
|
|
Form of $100,000,000 global note for 6.50% Senior Notes due 2036
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
4.21
|
|
Form of Global Note for 6.35% Senior Notes due 2017
|
|
Exhibit 4.16 to the
Company's Registration Statement on Form S-4 filed November 8, 2007 |
|
Reg. No. 333-146695
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
4.22
|
|
Form of global note for 6.80% Senior Notes due 2037
|
|
Exhibit 4.17 to the
Company's Registration Statement on Form S-4 filed November 8, 2007 |
|
Reg. No. 333-146695
|
4.23
|
|
Form of global note for 6.00% Senior Notes due 2018
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed March 25, 2008 |
|
File No. 1-31339
|
4.24
|
|
Form of global note for 7.00% Senior Notes due 2038
|
|
Exhibit 4.4 to the
Company's Current Report on Form 8-K filed March 25, 2008 |
|
File No. 1-31339
|
4.25
|
|
Form of global note for 9.625% Senior Notes due 2019
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed January 8, 2009 |
|
File No. 1-31339
|
4.26
|
|
Form of global note for 9.875% Senior Notes due 2039
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed January 8, 2009 |
|
File No. 1-31339
|
4.27
|
|
Form of global note for 5.125% Senior Notes due 2020
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed September 22, 2010 |
|
File No. 1-34258
|
4.28
|
|
Form of global note for 6.750% Senior Notes due 2040
|
|
Exhibit 4.4 to the
Company's Current Report on Form 8-K filed September 22, 2010 |
|
File No. 1-34258
|
4.29
|
|
Form of global note for 4.50% Senior Notes due 2022
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
4.30
|
|
Form of global note for 5.95% Senior Notes due 2042
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
4.31
|
|
Form of guarantee notation
|
|
Exhibit 4.5 to the
Company's Current Report on Form 8-K filed September 22, 2010 |
|
File No. 1-34258
|
4.32
|
|
Form of guarantee notation
|
|
Exhibit 4.4 to the
Company's Current Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
4.33
|
|
Registration Rights Agreement among Weatherford International Ltd. and certain shareholders dated May 17, 2012
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed May 17, 2012 |
|
File No. 1-34258
|
*10.1
|
|
Weatherford International Ltd. Nonqualified Executive Retirement Plan, amended and restated effective December 31, 2008
|
|
Exhibit 10.8 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.2
|
|
Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan, dated March 23, 2004
|
|
Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed May 6, 2004 |
|
File No. 1-31339
|
*10.3
|
|
Weatherford International Ltd. Non-Employee Director Retirement Plan, as amended and restated effective December 31, 2008
|
|
Exhibit 10.6 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
*10.4
|
|
Weatherford International Ltd. Supplemental Executive Retirement Plan, effective January 1, 2010
|
|
Exhibit 10.2 to the
Company's Current Report on Form 8-K filed December 31, 2009 |
|
File No. 1-34258
|
*10.5
|
|
First Amendment to the Weatherford International Ltd. Supplemental Executive Retirement Plan, effective March 31, 2010
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed March 23, 2010 |
|
File No. 1-34258
|
*10.6
|
|
Second Amendment to the Weatherford International Ltd. Supplemental Executive Retirement Plan, effective April 8, 2010
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed April 9, 2010 |
|
File No. 1-34258
|
*10.7
|
|
Third Amendment to the Weatherford International Ltd. Supplemental Executive Retirement Plan (as amended on June 16, 2014)
|
|
Exhibit 10.10 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.8
|
|
Weatherford International, Inc. 1998 Employee Stock Option Plan, as amended, including form of agreement for officers
|
|
Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed March 10, 2004 |
|
File No. 1-13086
|
*10.9
|
|
Deed Poll of Assumption, dated June 16, 2014, executed by Weatherford Ireland
|
|
Exhibit 10.3 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.10
|
|
Weatherford International plc 2006 Omnibus Incentive Plan (as amended and restated, conformed as of June 16, 2015)
|
|
Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed July 24, 2015 |
|
File No. 1-36504
|
*10.11
|
|
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2006 Omnibus Incentive Plan
|
|
Exhibit 10.5 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.12
|
|
Form of Stock Option Agreement for Officers pursuant to Weatherford International Ltd. 2006 Omnibus Incentive Plan
|
|
Exhibit 10.46 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2006 filed February 23, 2007 |
|
File No. 1-31339
|
*10.13
|
|
Executive Deferred Compensation Stock Ownership Trust effective April 1, 2000
|
|
Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed May 15, 2000 |
|
File No. 1-13086
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.14
|
|
Weatherford International, Inc. Executive Deferred Compensation Stock Ownership Plan, as amended and restated effective December 31, 2008
|
|
Exhibit 10.3 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
*10.15
|
|
First Amendment to the Weatherford International, Inc. Executive Deferred Compensation Stock Ownership Plan
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed April 2, 2014 |
|
File No. 1-34258
|
*10.16
|
|
Weatherford International Ltd. Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective December 31, 2008
|
|
Exhibit 10.5 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
*10.17
|
|
Weatherford International plc 2010 Omnibus Incentive Plan (as amended and restated)
|
|
Exhibit 10.6 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.18
|
|
First Amendment to Weatherford International plc 2010 Omnibus Incentive Plan
|
|
Annex A of the Company's
Definitive Proxy Statement on Schedule 14A filed April 29, 2015 |
|
File No. 1-36504
|
*10.19
|
|
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2010 Omnibus Incentive Plan
|
|
Exhibit 10.7 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.20
|
|
Form of Performance Unit Award Agreement pursuant to Weatherford International plc 2010 Omnibus Incentive Plan
|
|
Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed April 24, 2015 |
|
File No. 1-36504
|
†*10.21
|
|
Form of Restricted Share Units Award Agreement (CIC - Officer) pursuant to the Weatherford International plc 2010 Omnibus Incentive Plan
|
|
|
|
|
*10.22
|
|
Form of Restricted Share Units Award Agreement (CIC - Director) pursuant to the Weatherford International plc 2010 Omnibus Incentive Plan
|
|
Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed July 24, 2015 |
|
File No. 1-36504
|
*10.23
|
|
Forms of Annex (Relative TSR and Absolute TSR) to Performance Unit Award Agreements for use under the Weatherford International Ltd. 2010 Omnibus Incentive Plan
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed February 22, 2012 |
|
File No. 1-34258
|
*10.24
|
|
Form of addendum for use with certain equity grants under the Weatherford International plc 2010 Omnibus Incentive Plan
|
|
Exhibit 10.26 to the
Company's Annual Report on Form 10-K filed February 17, 2015 |
|
File No. 1-36504
|
*10.25
|
|
Form of Restricted Share Unit Award Agreement - U.K. pursuant to Weatherford International plc 2010 Omnibus Incentive Plan
|
|
Exhibit 10.9 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.26
|
|
Form of Performance Unit Award Agreement pursuant to Weatherford International Ltd. 2010 Omnibus Incentive Plan
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed February 22, 2011 |
|
File No. 1-34258
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.27
|
|
Form of Performance Unit Award Agreement pursuant to Weatherford International Ltd. 2010 Omnibus Incentive Plan (Shareholder Return)
|
|
Exhibit 10.2 to the
Company's Current Report on Form 8-K filed March 4, 2014 |
|
File No. 1-34258
|
†*10.28
|
|
Form of Performance Units Award Agreement (CIC) pursuant to the Weatherford International plc 2010 Omnibus Incentive Plan
|
|
|
|
|
*10.29
|
|
Weatherford International Ltd. (Switzerland) Executive Non-Equity Incentive Compensation Plan (as amended and restated, February 27, 2014) to be effective January 1, 2014
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed March 4, 2014 |
|
File No. 1-34258
|
*10.30
|
|
Form of Amended and Restated Employment Agreement entered into by Bernard J. Duroc-Danner (April 10, 2010) and Dharmesh Mehta (November 11, 2011)
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed April 13, 2010 |
|
File No. 1-34258
|
*10.31
|
|
Executive Employment Agreement, dated June 20, 2013, between Weatherford International Ltd. and Douglas M. Mills
|
|
Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 31, 2013 |
|
File No. 1-34258
|
*10.32
|
|
Executive Employment Agreement, dated November 4, 2013, between Weatherford International Ltd. and Krishna Shivram
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed November 4, 2013 |
|
File No. 1-34258
|
†10.33
|
|
Form of Amended and Restated Executive Employment Agreement entered into by Antony J. Branch and Lance R. Marklinger, dated December, 22, 2014
|
|
|
|
|
*10.34
|
|
Form of Restricted Share Award Agreement, dated November 6, 2013, between Weatherford International Ltd. and Krishna Shivram
|
|
Exhibit 10.3 to the
Company's Current Report on Form 8-K filed November 4, 2013 |
|
File No. 1-34258
|
*10.35
|
|
Form of Change of Control Agreement, entered into by Christina Ibrahim on May 4, 2015
|
|
Exhibit 10.7 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed July 24, 2015 |
|
File No. 1-36504
|
*10.36
|
|
Form of Deed of Indemnity of Weatherford Ireland entered into by each director of Weatherford Ireland and each of the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, Douglas M. Mills, Antony J. Branch and Lance R. Marklinger (June 17, 2014) and Christina Ibrahim (May 4, 2015)
|
|
Exhibit 10.11 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.37
|
|
Form of Deed of Indemnity of Weatherford Bermuda entered into by each director of Weatherford Ireland and each of the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, Douglas M. Mills, Antony J. Branch and Lance R. Marklinger (June 17, 2014) and Christina Ibrahim (May 4, 2015)
|
|
Exhibit 10.12 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.38
|
|
Form of Employment Agreement Assignment Letter by Weatherford Management Company Switzerland LLC, Weatherford Switzerland, Weatherford Ireland and the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, and Douglas M. Mills (June 16, 2014)
|
|
Exhibit 10.13 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.39
|
|
Form of Secondment Letter entered into by Weatherford Management Company Switzerland LLC, Weatherford U.S., L.P. and the following executive officers of Weatherford Ireland: Krishna Shivram, Dharmesh Mehta and Douglas M. Mills (June 16, 2014)
|
|
Exhibit 10.14 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
*10.40
|
|
Executive Compensation Clawback Policy, dated February 15, 2012
|
|
Exhibit 10.2 to the
Company's Current Report on Form 8-K filed February 22, 2012 |
|
File No. 1-34258
|
10.41
|
|
Credit Agreement, dated as of October 15, 2010, among Weatherford Bermuda, Weatherford Switzerland, other Borrowers party thereto, Wells Fargo Bank, National Association, as a swingline lender, JPMorgan Chase Bank, N.A., as administrative agent and a swingline lender and the other parties thereto
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed October 19, 2010 |
|
File No. 1-34258
|
10.42
|
|
Guaranty Agreement, dated October 15, 2010, among Weatherford Switzerland, Weatherford Delaware and JP Morgan Chase Bank, N.A. as administrative agent
|
|
Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed November 2, 2010 |
|
File No. 1-34258
|
10.43
|
|
Amendment No. 1, dated July 13, 2011, to Credit Agreement with Weatherford Bermuda, Weatherford Switzerland, Weatherford Delaware, Weatherford Liquidity Management Hungary Limited Liability Company, Weatherford Capital Management Services Limited Liability Company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed July 13, 2011 |
|
File No. 1-34258
|
10.44
|
|
Amendment No. 2 and Limited Waiver, dated August 6, 2012, to Credit Agreement with Weatherford Bermuda, Weatherford Switzerland, Weatherford Delaware, Weatherford Liquidity Management Hungary Limited Liability Company, Weatherford Capital Management Services Limited Liability Company, the lenders thereto and JPMorgan Chase Bank, N.A., as administrative agent
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed August 6, 2012 |
|
File No. 1-34258
|
10.45
|
|
Amendment No. 3, dated June 30, 2015, to Credit Agreement with Weatherford Bermuda, Weatherford Ireland, Weatherford Delaware, Weatherford Liquidity Management Hungary Limited Liability Company, Weatherford Capital Management Services Limited Liability Company, the lenders thereto and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed July 1, 2015 |
|
File No. 1-36504
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
10.46
|
|
Amendment No. 4, dated February 1, 2016, to Credit Agreement with Weatherford Bermuda, Weatherford Ireland, Weatherford Delaware, Weatherford Liquidity Management Hungary Limited Liability Company, Weatherford Capital Management Services Limited Liability Company, the lenders thereto and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
|
|
Exhibit 10.1 of the Company's Current Report on Form 8-K filed February 4, 2016
|
|
File No. 1-36504
|
10.47
|
|
Assumption Agreement dated June 17, 2014, executed by Weatherford Ireland, relating to the Credit Agreement dated October 15, 2010
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
†12.1
|
|
Ratio of Earnings to Fixed Charges
|
|
|
|
|
†21.1
|
|
Subsidiaries of Weatherford International plc
|
|
|
|
|
†23.1
|
|
Consent of KPMG LLP
|
|
|
|
|
†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 Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (1) the Consolidated Balance Sheets,
(2) the Consolidated Statements of Operations, (3) the Consolidated Statements of Comprehensive Income (Loss), (4) the Consolidated Statements of Shareholders' Equity, (5) the Consolidated Statements of Cash Flows, and (6) the related notes to the Consolidated Financial Statements |
|
|
|
|
1.
|
Valuation and qualifying accounts and allowances.
|
|
|
Balance at
|
|
|
|
(Recovery)
|
|
|
|
Balance at
|
|||||
|
|
Beginning
|
|
|
|
and
|
|
Other
|
|
End of
|
|||||
(Dollars in millions)
|
|
of Period
|
|
Expense
|
|
Additions
|
|
Reductions
(a) (b)
|
|
Period
|
|||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts receivable
|
|
108
|
|
|
48
|
|
|
(1
|
)
|
|
(42
|
)
|
|
113
|
|
Valuation allowance on deferred tax assets
|
|
732
|
|
|
159
|
|
|
—
|
|
|
(23
|
)
|
|
868
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts receivable
|
|
106
|
|
|
32
|
|
|
(4
|
)
|
|
(26
|
)
|
|
108
|
|
Valuation allowance on deferred tax assets
|
|
554
|
|
|
222
|
|
|
—
|
|
|
(44
|
)
|
|
732
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts receivable
|
|
84
|
|
|
102
|
|
|
(12
|
)
|
|
(68
|
)
|
|
106
|
|
Valuation allowance on deferred tax assets
|
|
317
|
|
|
264
|
|
|
—
|
|
|
(27
|
)
|
|
554
|
|
(a)
|
Includes write-offs and amounts reclassified to assets held for sale.
|
(b)
|
Other reductions in 2015 for valuation allowance on deferred taxes primarily due to currency translation.
|
Signatures
|
Title
|
Date
|
|
|
|
/s/Bernard J. Duroc-Danner
|
President, Chief Executive Officer,
|
February 16, 2016
|
Bernard J. Duroc-Danner
|
Chairman of the Board and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/Krishna Shivram
|
Executive Vice President and
|
February 16, 2016
|
Krishna Shivram
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/Doug M. Mills
|
Vice President and
|
February 16, 2016
|
Doug M. Mills
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/s/Mohamed A. Awad
|
Director
|
February 16, 2016
|
Mohamed A. Awad
|
|
|
|
|
|
/s/David J. Butters
|
Director
|
February 16, 2016
|
David J. Butters
|
|
|
|
|
|
/s/John D. Gass
|
Director
|
February 16, 2016
|
John D. Gass
|
|
|
|
|
|
/s/Francis S. Kalman
|
Director
|
February 16, 2016
|
Francis S. Kalman
|
|
|
|
|
|
/s/William E. Macaulay
|
Director
|
February 16, 2016
|
William E. Macaulay
|
|
|
|
|
|
/s/Robert K. Moses, Jr.
|
Director
|
February 16, 2016
|
Robert K. Moses, Jr.
|
|
|
|
|
|
/s/Guillermo Ortiz
|
Director
|
February 16, 2016
|
Guillermo Ortiz
|
|
|
|
|
|
/s/Emyr Jones Parry
|
Director
|
February 16, 2016
|
Emyr Jones Parry
|
|
|
|
|
|
/s/Robert A. Rayne
|
Director
|
February 16, 2016
|
Robert A. Rayne
|
|
|
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 this Agreement and the Plan, the Company hereby grants to the Holder ___________ Units. The Company and the Holder agree that this Agreement (including any country-specific appendix thereto) shall complete the terms of the Units.
|
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. The Forfeiture Restrictions shall lapse as to the Units that are granted hereby in accordance with the following schedule (each such date being a “
Vesting Date
”), provided that the Units have not been forfeited to the Company prior to such date pursuant to Section 4(c).
|
Vesting Date
|
Number of
Units Subject to Forfeiture
Restrictions
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Notwithstanding Section 4(a), if (i) the Holder’s Employment with the Company and its Affiliates is terminated prior to one or more Vesting 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, all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date of the termination of the Holder’s Employment or (ii) there is a Change of Control prior to one or more Vesting Dates, then all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date immediately preceding such Change of Control. For purposes of this Agreement, “
Change of Control
” shall have the meaning ascribed thereto in the Plan, except that if the Holder is party to or covered by any change of control agreement or arrangement with the Employer (as defined in Section 8), then “
Change of Control
” shall have the meaning set forth in such agreement or arrangement to the extent permitted by and otherwise consistent with the Plan. For purposes of this Agreement, “
Good Reason
” and “
Cause
” shall have the meanings provided under the Holder’s employment agreement with the Employer, 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 is terminated prior to any Vesting Date (other than a termination described in Section 4(b)), 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. 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 the underlying Shares (as defined in Section 5), and the Holder will have no 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, securities or otherwise with respect to the Company’s 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.
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6.
|
Delivery of Shares
.
Upon the lapse of any Forfeiture Restrictions on each applicable Vesting Date 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 (subject to the satisfaction by the Holder of any Tax-Related Items arising under Section 8 of this Agreement).
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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 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 Shares.
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8.
|
Responsibility for Taxes & Withholding
.
The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of the Company, as applicable, to the extent the Holder is employed by or seconded to any such Affiliate (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 (i) 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 (ii) 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.
|
(a)
|
withholding from the Holder’s wages or other cash compensation paid to the Holder by the Company and/or its Affiliates; or
|
(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 Company (on the Holder’s behalf pursuant to this authorization without further consent); or
|
(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
|
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 or other affiliation 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. 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 the Holder’s Employment, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
|
10.
|
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 Shares in satisfaction of such Units.
|
11.
|
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 Shares or directorships held in the Company, details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Holder’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Holder understands that Data will be transferred to Merrill Lynch, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Holder understands that the recipients of the Data may be located in Ireland, the United States or elsewhere,
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12.
|
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.
|
13.
|
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 contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.
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14.
|
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.
|
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.
|
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.
|
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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18.
|
Acknowledgements
.
The Holder acknowledges and agrees to the following:
|
(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;
|
(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;
|
(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;
|
(e)
|
the Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;
|
(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;
|
(h)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Holder’s Employment (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 any employment agreement or arrangement in such jurisdiction, 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 the 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 or arrangement in such jurisdiction, 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 Shares;
|
(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:
|
(i)
|
the Units and the Shares subject to the Units are not part of normal or expected compensation or salary for any purpose;
|
(ii)
|
The Holder acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Holder’s local currency and the United States Dollar that may affect the value of the Units or of any amounts due to the Holder pursuant to the settlement of the Units or the subsequent sale of any Shares acquired upon settlement.
|
19.
|
Section 409A
.
|
(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,
|
23
.
|
Waiver
. The Holder acknowledges that a waiver by the Company of a 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.
|
WEATHERFORD INTERNATIONAL PLC
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
ADDRESS:
|
|
Bahnhofstrasse 1
|
|
Baar 6340, Switzerland
|
|
Attn: Corporate Secretary
|
|
|
|
|
|
HOLDER:
|
|
|
|
|
|
By:
|
|
Name:
|
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|
|
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 this Agreement and 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 (as defined in Section 5) (such amount being the “
Performance Multiplier
”), depending on the level of achievement of the Performance Goal during the Performance Measurement Period. 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 Period
” means all NYSE trading days in the last month of each of the years ending
_____
,
_____
and
_____
, provided, however, that if any Vesting Date (as defined in Section 4(a) below) occurs pursuant to Section 4(b), then the Performance Measurement Period shall be the 20 NYSE trading days ending on the date immediately preceding the Vesting Date and the Performance Goal and Performance Multiplier shall be calculated using the average closing stock price of the Shares during such period (except where the Vesting Date occurs as a result of a Change of Control pursuant to Section 4(b)(ii), in which case the Performance Multiplier shall be equal to 2.0).
|
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
|
4.
|
Vesting or Forfeiture
.
|
(a)
|
Except as specified otherwise in this Section 4, the Units shall be subject to Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Units that are granted hereby in accordance with the following schedule (each such date being a “
Vesting Date
”), provided that the Units have not been forfeited to the Company prior to such date pursuant to Section 4(c).
|
Vesting Date
|
Number of Units Subject to Forfeiture Restrictions
|
|
|
|
|
|
|
(b)
|
Notwithstanding Section 4(a), if (i) the Holder’s Employment with the Company and its Affiliates is terminated prior to one or more Vesting 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, all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date of the termination of the Holder’s Employment or (ii) there is a Change of Control prior to one or more Vesting Dates, then all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date immediately preceding such Change of Control. For purposes of this Agreement, “
Change of Control
” shall have the meaning ascribed thereto in the Plan, except that if the Holder is party to or covered by any change of control agreement or arrangement with the Employer (as defined in Section 8), then “
Change of Control
” shall have the meaning set forth in such agreement or arrangement to the extent permitted by and otherwise consistent with the Plan. For purposes of this Agreement, “
Good Reason
” and “
Cause
” shall have the meanings provided under the Holder’s employment agreement with the Employer, 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 is terminated prior to any Vesting Date (other than a termination described in Section 4(b)), 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. 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 the underlying Shares, and the Holder will have no 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, securities or otherwise with respect to the Company’s 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 the lapse of any Forfeiture Restrictions on each applicable Vesting Date 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 applicable Vesting Date.
|
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 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 Shares.
|
8.
|
Responsibility for Taxes & Withholding
. The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of the Company, as applicable, to the extent the Holder is employed by or seconded to any such Affiliate (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 (i) 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 (ii) 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.
|
(a)
|
withholding from the Holder’s wages or other cash compensation paid to the Holder by the Company and/or its Affiliates; or
|
(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 Company (on the Holder’s behalf pursuant to this authorization without further consent); or
|
(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.
|
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 or other affiliation 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. 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 the Holder’s Employment, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
|
10.
|
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 Shares in satisfaction of such Units.
|
11.
|
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 Shares or directorships held in the Company, details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Holder’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Holder understands that Data will be transferred to Merrill Lynch, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Holder understands that the recipients of the Data may be located in Ireland, the United States or elsewhere, and that the recipients’ country (
e.g.
, the United States) may have different data privacy laws and protections than the Holder’s country. The Holder understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Holder authorizes the Company, Merrill Lynch and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Holder understands that Data will be held only as long as is necessary to implement, administer and manage the Holder’s participation in the Plan. The Holder understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Holder understands that he or she is providing the consents herein on a purely voluntary basis. If the Holder does not consent, or if the Holder later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Holder’s consent is that the Company would not be able to grant the Holder Units or other equity awards or administer or maintain such awards. Therefore, the Holder understands that refusing or withdrawing his or her consent may affect the Holder’s ability to participate in the Plan. For more information on the consequences of the Holder’s refusal to consent or withdrawal of consent, the Holder understands that he or she may contact his or her local human resources representative.
|
12.
|
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.
|
13.
|
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 contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.
|
14.
|
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
|
15.
|
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.
|
16.
|
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.
|
17.
|
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.
|
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;
|
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;
|
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;
|
e.
|
the Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;
|
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;
|
g.
|
the future value of the Shares underlying the Units is unknown, indeterminable and cannot be predicted with certainty;
|
h.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Holder’s Employment (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 any employment agreement or arrangement in such jurisdiction, 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;
|
i.
|
for purposes of the 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 or arrangement in such jurisdiction, 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);
|
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 Shares;
|
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, and to require the Holder to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
23
.
|
Waiver
. The Holder acknowledges that a waiver by the Company of a 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.
|
WEATHERFORD INTERNATIONAL PLC
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
ADDRESS:
|
|
Bahnhofstrasse 1
|
|
Baar 6340, Switzerland
|
|
Attn: Corporate Secretary
|
|
|
|
|
|
HOLDER:
|
|
|
|
|
|
By:
|
|
Name:
|
|
|
|
Performance Goal
|
Conversion Percentage*
|
Average Weatherford International plc closing Stock Price ($ per share) on each trading day in December in the calendar year ending:
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Certain Definitions
.
|
|
|
|
Applicable Multiple: three (3)
|
|
|
|
|
|
Position:
|
|
_______________________________________________
|
|
|
|
|
|
|
Address for notices to Executive:
|
|
|
|
|
Weatherford Management Company
|
______________________________
|
|
Switzerland LLC,
|
______________________________
|
|
|
______________________________
|
|
|
|
|
By: ___________________________________________
|
Reporting to: Chief Executive Officer
|
|
Name:
|
Duties: In accordance with Position above
|
|
Title:
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in millions except ratios)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Income (Loss) from continuing operations before income taxes
(a)
|
|
$
|
(2,099
|
)
|
|
$
|
(261
|
)
|
|
$
|
(207
|
)
|
|
$
|
(339
|
)
|
|
$
|
727
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(b)
|
|
474
|
|
|
507
|
|
|
524
|
|
|
492
|
|
|
462
|
|
|||||
Capitalized Interest
|
|
1
|
|
|
5
|
|
|
4
|
|
|
10
|
|
|
10
|
|
|||||
Interest factor portion of rentals
(c)
|
|
114
|
|
|
132
|
|
|
131
|
|
|
111
|
|
|
81
|
|
|||||
Total fixed charges
|
|
589
|
|
|
644
|
|
|
659
|
|
|
613
|
|
|
553
|
|
|||||
Less: Capitalized Interest
|
|
(1
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|||||
Earnings before income taxes and fixed charges
|
|
$
|
(1,511
|
)
|
|
$
|
378
|
|
|
$
|
448
|
|
|
$
|
264
|
|
|
$
|
1,270
|
|
Ratio of earnings to fixed charges
(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.30
|
|
(a)
|
Income from continuing operations before income taxes has been adjusted to include only distributed income of less-than-fifty-percent-owned persons.
|
(b)
|
Interest expense consists of interest expense incurred from continuing operations and amortization of debt issuance costs.
|
(c)
|
Interest factor portion of rentals is estimated to be one-third of rental expense.
|
(d)
|
For the years ended
December 31, 2015
,
2014
,
2013
and 2012, earnings, as defined, before fixed charges were inadequate to cover fixed charges by
$2.1 billion
,
$266 million
,
$211 million
and
$349 million
, respectively.
|
Weatherford International plc - Ireland
|
|
Name of Company
|
Jurisdiction
|
Weatherford Worldwide Holdings GmbH
|
Switzerland
|
Weatherford International Ltd.
|
Bermuda
|
Weatherford Bermuda Holdings Ltd.
|
Bermuda
|
Weatherford Services and Rentals Ltd.
|
British Virgin Islands
|
Weatherford Services, Ltd.
|
Bermuda
|
Weatherford Colombia Limited
|
British Virgin Islands
|
Weatherford Oil Tool Middle East Limited
|
British Virgin Islands
|
Weatherford Saudi Arabia Limited
|
Saudi Arabia
|
Weatherford Al-Rushaid Co. Ltd.
|
Saudi Arabia
|
Weatherford (Malaysia) Sdn. Bhd.
|
Malaysia
|
Weatherford KSP Company Limited
|
Thailand
|
PT. Weatherford Indonesia
|
Indonesia
|
Weatherford Asia Pacific Pte Ltd
|
Singapore
|
Weatherford International de Argentina S.A.
|
Argentina
|
Weatherford, LLC
|
Russia
|
Weatherford Capital Management Services Limited Liability Company
|
Hungary
|
PD Oilfield Services Mexicana, S. de R.L. de C.V.
|
Mexico
|
Weatherford de Mexico, S. de R.L. de C.V.
|
Mexico
|
WPA S.A. de C.V.
|
Mexico
|
Weatherford Artificial Lift Systems, LLC
|
Delaware
|
Weatherford International, LLC
|
Delaware
|
WEUS Holding, LLC
|
Delaware
|
Weatherford U.S., L.P.
|
Louisiana
|
Precision Drilling Services M.E. W.L.L.
|
United Arab Emirates
|
Precision Drilling Services (Netherlands) B.V.
|
Netherlands
|
Weatherford Danmark AS
|
Denmark
|
WFO S.A. de C.V.
|
Mexico
|
Weatherford Canada Ltd.
|
Canada
|
Precision Energy Services Saudi Arabia Co. Ltd.
|
Saudi Arabia
|
Weatherford Canada Partnership
|
Canada
|
Weatherford Australia Pty. Limited
|
Australia
|
Petrowell Limited
|
Scotland
|
Reeves Wireline Technologies Limited
|
England
|
Weatherford Trinidad Limited
|
Trinidad
|
Weatherford Liquidity Management Hungary Limited Liability Company
|
Hungary
|
Weatherford Latin America, S.C.A.
|
Venezuela
|
EVI de Venezuela, S.A.
|
Venezuela
|
Weatherford Industria e Comercio Ltda.
|
Brazil
|
Weatherford Drilling International Holdings (BVI) Ltd.
|
British Virgin Islands
|
Weatherford Drilling International (BVI) Ltd.
|
British Virgin Islands
|
Key International Drilling Company Limited
|
Bermuda
|
Desert Rig Operations, Inc.
|
Cayman
|
Weatherford Holding GmbH
|
Germany
|
Weatherford Oil Tool GmbH
|
Germany
|
Weatherford Products GmbH
|
Switzerland
|
Weatherford Management Company Switzerland Sarl
|
Switzerland
|
Weatherford Switzerland Trading and Development GmbH
|
Switzerland
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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.
|