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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-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2017
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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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(IRS Employer Identification No.)
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Weststrasse 1, 6340 Baar, Switzerland
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CH 6340
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(Address of Principal Executive Offices including Zip Code)
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(Zip Code)
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N/A
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||
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer (Do not check if a smaller reporting company)
o
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Smaller reporting company
o
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Emerging growth company
o
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TABLE OF CONTENTS
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PAGE
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||
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||
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
(Dollars and shares in millions, except per share amounts)
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2017
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|
2016
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|
2017
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2016
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||||||||
Revenues:
|
|
|
|
|
|
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||||||||
Products
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$
|
535
|
|
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$
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485
|
|
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$
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1,534
|
|
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$
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1,524
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Services
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925
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871
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2,675
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2,819
|
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||||
Total Revenues
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1,460
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1,356
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4,209
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4,343
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||||
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||||||||
Costs and Expenses:
|
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||||||||
Cost of Products
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480
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508
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1,439
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1,603
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||||
Cost of Services
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716
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722
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2,151
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2,339
|
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||||
Research and Development
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42
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33
|
|
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117
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|
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119
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||||
Selling, General and Administrative Attributable to Segments
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230
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237
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676
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736
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||||
Corporate General and Administrative
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28
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30
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94
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106
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||||
Long-lived Asset Impairments, Write-Downs and Other Charges
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(2
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)
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740
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(17
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)
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952
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||||
Restructuring Charges
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34
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22
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140
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150
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||||
Litigation Charges, Net
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(4
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)
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9
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(4
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)
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190
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||||
Total Costs and Expenses
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1,524
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2,301
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4,596
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6,195
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||||
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||||||||
Operating Loss
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(64
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)
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|
(945
|
)
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(387
|
)
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|
(1,852
|
)
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||||
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|
|
|
|
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||||||||
Other Income (Expense):
|
|
|
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||||||||
Interest Expense, Net
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(148
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)
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(129
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)
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(427
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)
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(363
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)
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||||
Bond Tender Premium, Net
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—
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—
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—
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(78
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)
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||||
Warrant Fair Value Adjustment
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(7
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)
|
|
—
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|
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58
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|
|
—
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|
||||
Currency Devaluation Charges
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—
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|
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—
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|
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—
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(31
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)
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||||
Other Expense, Net
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(7
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)
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|
(10
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)
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(28
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)
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(16
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)
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||||
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||||||||
Loss Before Income Taxes
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(226
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)
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(1,084
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)
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(784
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)
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(2,340
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)
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||||
Income Tax Provision
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(25
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)
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(692
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)
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(75
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)
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(489
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)
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||||
Net Loss
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(251
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)
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(1,776
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)
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(859
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)
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(2,829
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)
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||||
Net Income Attributable to Noncontrolling Interests
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5
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|
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4
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|
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16
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|
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14
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||||
Net Loss Attributable to Weatherford
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$
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(256
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)
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$
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(1,780
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)
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$
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(875
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)
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$
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(2,843
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)
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||||||||
Loss Per Share Attributable to Weatherford:
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||||||||
Basic & Diluted
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$
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(0.26
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)
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$
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(1.98
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)
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$
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(0.88
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)
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$
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(3.27
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)
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||||||||
Weighted Average Shares Outstanding:
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||||||||
Basic & Diluted
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990
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899
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989
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871
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
(Dollars in millions)
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2017
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2016
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2017
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2016
|
||||||||
Net Loss
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$
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(251
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)
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|
$
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(1,776
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)
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$
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(859
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)
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$
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(2,829
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)
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||||||||
Currency Translation Adjustments
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91
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(42
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)
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165
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|
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90
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||||
Defined Benefit Pension Activity
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(3
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)
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—
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(44
|
)
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|
1
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||||
Other
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—
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—
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|
|
—
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|
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1
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|
||||
Other Comprehensive Income (Loss)
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88
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|
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(42
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)
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|
121
|
|
|
92
|
|
||||
Comprehensive Loss
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(163
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)
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|
(1,818
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)
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(738
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)
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(2,737
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)
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||||
Comprehensive Income Attributable to Noncontrolling Interests
|
5
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|
|
4
|
|
|
16
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|
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14
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||||
Comprehensive Loss Attributable to Weatherford
|
$
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(168
|
)
|
|
$
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(1,822
|
)
|
|
$
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(754
|
)
|
|
$
|
(2,751
|
)
|
|
September 30,
|
|
December 31,
|
||||
(Dollars and shares in millions, except par value)
|
2017
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|
2016
|
||||
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(Unaudited)
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|
||||
Current Assets:
|
|
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|
||||
Cash and Cash Equivalents
|
$
|
445
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|
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$
|
1,037
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|
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $85 in 2017 and $129 in 2016
|
1,236
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|
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1,383
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|
||
Inventories, Net
|
1,752
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|
|
1,802
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|
||
Prepaid Expenses
|
266
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|
|
263
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|
||
Other Current Assets
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409
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|
|
402
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|
||
Assets Held for Sale
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935
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|
|
23
|
|
||
Total Current Assets
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5,043
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4,910
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|
||
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|
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||||
Property, Plant and Equipment, Net of Accumulated Depreciation of $7,633 in 2017 and $7,362 in 2016
|
3,989
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|
|
4,480
|
|
||
Goodwill
|
2,346
|
|
|
2,797
|
|
||
Other Intangible Assets, Net of Accumulated Amortization of $860 in 2017 and $801 in 2016
|
229
|
|
|
248
|
|
||
Equity Investments
|
65
|
|
|
66
|
|
||
Other Non-Current Assets
|
341
|
|
|
163
|
|
||
Total Assets
|
$
|
12,013
|
|
|
$
|
12,664
|
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term Borrowings and Current Portion of Long-term Debt
|
$
|
391
|
|
|
$
|
179
|
|
Accounts Payable
|
815
|
|
|
845
|
|
||
Accrued Salaries and Benefits
|
285
|
|
|
291
|
|
||
Income Taxes Payable
|
223
|
|
|
255
|
|
||
Other Current Liabilities
|
702
|
|
|
858
|
|
||
Liabilities Held for Sale
|
54
|
|
|
—
|
|
||
Total Current Liabilities
|
2,470
|
|
|
2,428
|
|
||
|
|
|
|
||||
Long-term Debt
|
7,530
|
|
|
7,403
|
|
||
Other Non-Current Liabilities
|
629
|
|
|
765
|
|
||
Total Liabilities
|
10,629
|
|
|
10,596
|
|
||
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 992 shares at September 30, 2017 and 983 shares at December 31, 2016
|
$
|
1
|
|
|
$
|
1
|
|
Capital in Excess of Par Value
|
6,641
|
|
|
6,571
|
|
||
Retained Deficit
|
(3,825
|
)
|
|
(2,950
|
)
|
||
Accumulated Other Comprehensive Loss
|
(1,489
|
)
|
|
(1,610
|
)
|
||
Weatherford Shareholders’ Equity
|
1,328
|
|
|
2,012
|
|
||
Noncontrolling Interests
|
56
|
|
|
56
|
|
||
Total Shareholders’ Equity
|
1,384
|
|
|
2,068
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
12,013
|
|
|
$
|
12,664
|
|
|
Nine Months Ended September 30,
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net Loss
|
$
|
(859
|
)
|
|
$
|
(2,829
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities:
|
|
|
|
||||
Depreciation and Amortization
|
611
|
|
|
741
|
|
||
Employee Share-Based Compensation Expense
|
55
|
|
|
57
|
|
||
Long-Lived Asset Impairments
|
—
|
|
|
436
|
|
||
Restructuring and Other Asset Charges
|
36
|
|
|
130
|
|
||
Bad Debt Expense
|
3
|
|
|
72
|
|
||
Inventory Charges
|
66
|
|
|
213
|
|
||
Defined Benefit Pension Plan Gains
|
(47
|
)
|
|
—
|
|
||
Litigation Charges
|
(4
|
)
|
|
190
|
|
||
Bond Tender Premium
|
—
|
|
|
78
|
|
||
Deferred Income Tax Provision (Benefit)
|
(7
|
)
|
|
426
|
|
||
Currency Devaluation Charges
|
—
|
|
|
31
|
|
||
Warrant Fair Value Adjustment
|
(58
|
)
|
|
—
|
|
||
Other, Net
|
75
|
|
|
80
|
|
||
Change in Operating Assets and Liabilities, Net of Effect of Businesses Acquired:
|
|
|
|
||||
Accounts Receivable
|
(77
|
)
|
|
185
|
|
||
Inventories
|
(94
|
)
|
|
208
|
|
||
Other Current Assets
|
55
|
|
|
27
|
|
||
Accounts Payable
|
(44
|
)
|
|
(203
|
)
|
||
Accrued Litigation and Settlements
|
(93
|
)
|
|
(12
|
)
|
||
Other Current Liabilities
|
(35
|
)
|
|
(236
|
)
|
||
Other, Net
|
(67
|
)
|
|
(38
|
)
|
||
Net Cash Used in Operating Activities
|
(484
|
)
|
|
(444
|
)
|
||
|
|
|
|
||||
Cash Flows From Investing Activities:
|
|
|
|
||||
Capital Expenditures for Property, Plant and Equipment
|
(147
|
)
|
|
(136
|
)
|
||
Acquisition of Assets Held for Sale
|
(244
|
)
|
|
—
|
|
||
Acquisitions of Businesses, Net of Cash Acquired
|
(7
|
)
|
|
(5
|
)
|
||
Acquisition of Intellectual Property
|
(13
|
)
|
|
(10
|
)
|
||
Insurance Proceeds Related to Asset Casualty Loss
|
—
|
|
|
39
|
|
||
Proceeds from Sale of Assets
|
36
|
|
|
28
|
|
||
Payment Related to Sale of Businesses, Net
|
(1
|
)
|
|
(20
|
)
|
||
Other Investing Activities
|
(25
|
)
|
|
—
|
|
||
Net Cash Used in Investing Activities
|
(401
|
)
|
|
(104
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities:
|
|
|
|
||||
Borrowings of Long-term Debt
|
250
|
|
|
3,153
|
|
||
Repayments of Long-term Debt
|
(53
|
)
|
|
(1,895
|
)
|
||
Borrowings (Repayments) of Short-term Debt, Net
|
118
|
|
|
(1,138
|
)
|
||
Proceeds from Issuance of Ordinary Common Shares
|
—
|
|
|
623
|
|
||
Bond Tender Premium
|
—
|
|
|
(78
|
)
|
||
Payment for Leased Asset Purchase
|
—
|
|
|
(87
|
)
|
||
Other Financing Activities
|
(28
|
)
|
|
(21
|
)
|
||
Net Cash Provided by Financing Activities
|
287
|
|
|
557
|
|
||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
6
|
|
|
(36
|
)
|
||
|
|
|
|
||||
Net Decrease in Cash and Cash Equivalents
|
(592
|
)
|
|
(27
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
1,037
|
|
|
467
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
445
|
|
|
$
|
440
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Interest Paid
|
$
|
434
|
|
|
$
|
362
|
|
Income Taxes Paid, Net of Refunds
|
$
|
71
|
|
|
$
|
140
|
|
Non-cash Financing Obligations
|
$
|
24
|
|
|
$
|
25
|
|
|
|
September 30,
|
||
(Dollars in millions)
|
|
2017
|
||
Assets Held for Sale:
|
|
|
||
Inventory, Net
|
|
$
|
89
|
|
Property, Plant and Equipment, Net
|
|
261
|
|
|
Goodwill
|
|
559
|
|
|
Total Assets
|
|
$
|
909
|
|
|
|
|
||
Liabilities Held for Sale:
|
|
|
||
Long-term Debt
|
|
$
|
28
|
|
Other Liabilities
|
|
26
|
|
|
Total Liabilities
|
|
$
|
54
|
|
|
Three Months Ended September 30, 2017
|
||||||||
|
|
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Other
|
Severance and
|
||||||
2016 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
MENA/Asia Pacific
|
4
|
|
16
|
|
20
|
|
|||
Europe/SSA/Russia
|
2
|
|
—
|
|
2
|
|
|||
Latin America
|
7
|
|
2
|
|
9
|
|
|||
Subtotal
|
14
|
|
18
|
|
32
|
|
|||
Land Drilling Rigs
|
—
|
|
—
|
|
—
|
|
|||
Corporate and Research and Development
|
1
|
|
1
|
|
2
|
|
|||
Total
|
$
|
15
|
|
$
|
19
|
|
$
|
34
|
|
|
Three Months Ended September 30, 2016
|
||||||||
|
|
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Other
|
Severance and
|
||||||
2016 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
5
|
|
$
|
—
|
|
$
|
5
|
|
MENA/Asia Pacific
|
4
|
|
1
|
|
5
|
|
|||
Europe/SSA/Russia
|
(2
|
)
|
2
|
|
—
|
|
|||
Latin America
|
9
|
|
1
|
|
10
|
|
|||
Subtotal
|
16
|
|
4
|
|
20
|
|
|||
Land Drilling Rigs
|
—
|
|
—
|
|
—
|
|
|||
Corporate and Research and Development
|
2
|
|
—
|
|
2
|
|
|||
Total
|
$
|
18
|
|
$
|
4
|
|
$
|
22
|
|
|
Nine Months Ended September 30, 2017
|
||||||||
|
|
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Other
|
Severance and
|
||||||
2016 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
3
|
|
$
|
21
|
|
$
|
24
|
|
MENA/Asia Pacific
|
12
|
|
17
|
|
29
|
|
|||
Europe/SSA/Russia
|
10
|
|
21
|
|
31
|
|
|||
Latin America
|
20
|
|
5
|
|
25
|
|
|||
Subtotal
|
45
|
|
64
|
|
109
|
|
|||
Land Drilling Rigs
|
2
|
|
—
|
|
2
|
|
|||
Corporate and Research and Development
|
24
|
|
5
|
|
29
|
|
|||
Total
|
$
|
71
|
|
$
|
69
|
|
$
|
140
|
|
|
Nine Months Ended September 30, 2016
|
||||||||
|
|
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Other
|
Severance and
|
||||||
2016 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
North America
|
$
|
29
|
|
$
|
15
|
|
$
|
44
|
|
MENA/Asia Pacific
|
22
|
|
3
|
|
25
|
|
|||
Europe/SSA/Russia
|
21
|
|
4
|
|
25
|
|
|||
Latin America
|
35
|
|
2
|
|
37
|
|
|||
Subtotal
|
107
|
|
24
|
|
131
|
|
|||
Land Drilling Rigs
|
5
|
|
—
|
|
5
|
|
|||
Corporate and Research and Development
|
14
|
|
—
|
|
14
|
|
|||
Total
|
$
|
126
|
|
$
|
24
|
|
$
|
150
|
|
|
At September 30, 2017
|
||||||||||||||
|
2016 Plan
|
2015 and 2014 Plans
|
Total
|
||||||||||||
|
|
|
|
|
Severance
|
||||||||||
|
Severance
|
Other
|
Severance
|
Other
|
and Other
|
||||||||||
(Dollars in millions)
|
Liability
|
Liability
|
Liability
|
Liability
|
Liability
|
||||||||||
North America
|
$
|
1
|
|
$
|
17
|
|
$
|
—
|
|
$
|
—
|
|
$
|
18
|
|
MENA/Asia Pacific
|
4
|
|
11
|
|
—
|
|
—
|
|
15
|
|
|||||
Europe/SSA/Russia
|
2
|
|
9
|
|
—
|
|
5
|
|
16
|
|
|||||
Latin America
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Subtotal
|
7
|
|
37
|
|
—
|
|
5
|
|
49
|
|
|||||
Land Drilling Rigs
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Corporate and Research and Development
|
9
|
|
—
|
|
—
|
|
—
|
|
9
|
|
|||||
Total
|
$
|
16
|
|
$
|
37
|
|
$
|
—
|
|
$
|
5
|
|
$
|
58
|
|
|
|
|
Nine Months Ended September 30, 2017
|
|
|
||||||||||||||
(Dollars in millions)
|
Accrued Balance at December 31, 2016
|
|
Charges
|
|
Cash Payments
|
|
Other
|
|
Accrued Balance at September 30, 2017
|
||||||||||
2016 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
$
|
52
|
|
|
$
|
71
|
|
|
$
|
(104
|
)
|
|
$
|
(3
|
)
|
|
$
|
16
|
|
Other restructuring liability
|
22
|
|
|
57
|
|
|
(21
|
)
|
|
(21
|
)
|
|
37
|
|
|||||
2015 and 2014 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||||
Other restructuring liability
|
9
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
5
|
|
|||||
Total severance and other restructuring liability
|
$
|
86
|
|
|
$
|
128
|
|
|
$
|
(129
|
)
|
|
$
|
(27
|
)
|
|
$
|
58
|
|
(Dollars in millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Raw materials, components and supplies
|
$
|
145
|
|
|
$
|
168
|
|
Work in process
|
70
|
|
|
49
|
|
||
Finished goods
|
1,537
|
|
|
1,585
|
|
||
|
$
|
1,752
|
|
|
$
|
1,802
|
|
(Dollars in millions)
|
North
America
|
|
MENA/
Asia Pacific
|
|
Europe/
SSA/
Russia
|
|
Latin
America
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
1,777
|
|
|
$
|
189
|
|
|
$
|
543
|
|
|
$
|
288
|
|
|
$
|
2,797
|
|
Reclassification to assets held for sale
|
(559
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(559
|
)
|
|||||
Foreign currency translation adjustments
|
66
|
|
|
5
|
|
|
37
|
|
|
—
|
|
|
108
|
|
|||||
Balance at September 30, 2017
|
$
|
1,284
|
|
|
$
|
194
|
|
|
$
|
580
|
|
|
$
|
288
|
|
|
$
|
2,346
|
|
(Dollars in millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Revolving Credit Agreement
|
$
|
225
|
|
|
$
|
—
|
|
Other short-term loans
|
28
|
|
|
2
|
|
||
Total short-term borrowings
|
253
|
|
|
2
|
|
||
Current portion of long-term debt and term loan agreement
|
138
|
|
|
177
|
|
||
Short-term borrowings and current portion of long-term debt
|
$
|
391
|
|
|
$
|
179
|
|
(Dollars in millions)
|
September 30, 2017
|
||
Facilities
|
$
|
1,388
|
|
Less uses of facilities:
|
|
||
Revolving credit agreement
|
225
|
|
|
Letters of credit
|
84
|
|
|
Secured term loan before debt issuance cost
|
388
|
|
|
Borrowing Availability
|
$
|
691
|
|
(Dollars in millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Fair value
|
$
|
7,231
|
|
|
$
|
6,739
|
|
Carrying value
|
7,210
|
|
|
7,028
|
|
(Dollars in millions)
|
|
September 30, 2017
|
|
December 31, 2016
|
|
Classification
|
||||
Derivative assets not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
10
|
|
|
$
|
7
|
|
|
Other Current Assets
|
|
|
|
|
|
|
|
||||
Derivative liabilities not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
(5
|
)
|
|
(14
|
)
|
|
Other Current Liabilities
|
||
Warrant on Weatherford Shares
|
|
(98
|
)
|
|
(156
|
)
|
|
Other Non-current Liabilities
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
||||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Classification
|
||||||||
Foreign currency forward contracts
|
|
$
|
2
|
|
|
$
|
(22
|
)
|
|
$
|
(20
|
)
|
|
$
|
(12
|
)
|
|
Other Expense, Net
|
Warrant on Weatherford Shares
|
|
(7
|
)
|
|
—
|
|
|
58
|
|
|
—
|
|
|
Warrant Fair Value Adjustment
|
(Dollars in millions)
|
Par Value of Issued Shares
|
|
Capital in Excess of Par Value
|
|
Retained Earnings (Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-controlling Interests
|
|
Total Shareholders’ Equity
|
||||||||||||
Balance at December 31, 2015
|
$
|
1
|
|
|
$
|
5,502
|
|
|
$
|
442
|
|
|
$
|
(1,641
|
)
|
|
$
|
61
|
|
|
$
|
4,365
|
|
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(2,843
|
)
|
|
—
|
|
|
14
|
|
|
(2,829
|
)
|
||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
||||||
Issuance of Common Shares
|
—
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
||||||
Issuance of Exchangeable Notes
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Balance at September 30, 2016
|
$
|
1
|
|
|
$
|
6,273
|
|
|
$
|
(2,401
|
)
|
|
$
|
(1,549
|
)
|
|
$
|
59
|
|
|
$
|
2,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2016
|
$
|
1
|
|
|
$
|
6,571
|
|
|
$
|
(2,950
|
)
|
|
$
|
(1,610
|
)
|
|
$
|
56
|
|
|
$
|
2,068
|
|
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(875
|
)
|
|
—
|
|
|
16
|
|
|
(859
|
)
|
||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||||
Balance at September 30, 2017
|
$
|
1
|
|
|
$
|
6,641
|
|
|
$
|
(3,825
|
)
|
|
$
|
(1,489
|
)
|
|
$
|
56
|
|
|
$
|
1,384
|
|
(Dollars in millions)
|
Currency Translation Adjustment
|
|
Defined Benefit Pension
|
|
Deferred Loss on Derivatives
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
(1,602
|
)
|
|
$
|
(29
|
)
|
|
$
|
(10
|
)
|
|
$
|
(1,641
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other Comprehensive Income before Reclassifications
|
90
|
|
|
1
|
|
|
—
|
|
|
91
|
|
||||
Reclassifications
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Net activity
|
90
|
|
|
1
|
|
|
1
|
|
|
92
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2016
|
$
|
(1,512
|
)
|
|
$
|
(28
|
)
|
|
$
|
(9
|
)
|
|
$
|
(1,549
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
(1,614
|
)
|
|
$
|
13
|
|
|
$
|
(9
|
)
|
|
$
|
(1,610
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other Comprehensive Income before Reclassifications
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Reclassifications
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Net activity
|
165
|
|
|
(44
|
)
|
|
—
|
|
|
121
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2017
|
$
|
(1,449
|
)
|
|
$
|
(31
|
)
|
|
$
|
(9
|
)
|
|
$
|
(1,489
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(Shares in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Basic and Diluted weighted average shares outstanding
|
990
|
|
|
899
|
|
|
989
|
|
|
871
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(Shares in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Anti-dilutive potential shares due to net loss
|
250
|
|
|
166
|
|
|
250
|
|
|
71
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Share-based compensation
|
$
|
14
|
|
|
$
|
19
|
|
|
$
|
55
|
|
|
$
|
57
|
|
Related tax benefit
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
Three Months Ended September 30, 2017
|
||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss)
from
Operations
|
|
Depreciation
and
Amortization
|
||||||
North America
|
$
|
538
|
|
|
$
|
33
|
|
|
$
|
39
|
|
MENA/Asia Pacific
|
335
|
|
|
8
|
|
|
49
|
|
|||
Europe/SSA/Russia
|
252
|
|
|
14
|
|
|
36
|
|
|||
Latin America
|
229
|
|
|
(5
|
)
|
|
49
|
|
|||
Subtotal
|
1,354
|
|
|
50
|
|
|
173
|
|
|||
Land Drilling Rigs
|
106
|
|
|
(16
|
)
|
|
23
|
|
|||
|
1,460
|
|
|
34
|
|
|
196
|
|
|||
Corporate and Research and Development
|
|
|
(70
|
)
|
|
3
|
|
||||
Restructuring Charges
(a)
|
|
|
(34
|
)
|
|
|
|||||
Asset Write-Downs and Other
|
|
|
2
|
|
|
|
|||||
Litigation Credit
|
|
|
4
|
|
|
|
|||||
Total
|
$
|
1,460
|
|
|
$
|
(64
|
)
|
|
$
|
199
|
|
(a)
|
Includes restructuring charges of
$34 million
:
$20 million
in MENA/Asia Pacific,
$9 million
in Latin America,
$2 million
in Europe/SSA/Russia,
$2 million
in Corporate and Research and Development, and
$1 million
in North America.
|
|
Three Months Ended September 30, 2016
|
||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss)
from
Operations
|
|
Depreciation
and
Amortization
|
||||||
North America
|
$
|
449
|
|
|
$
|
(95
|
)
|
|
$
|
55
|
|
MENA/Asia Pacific
|
329
|
|
|
(8
|
)
|
|
60
|
|
|||
Europe/SSA/Russia
|
225
|
|
|
(3
|
)
|
|
45
|
|
|||
Latin America
|
255
|
|
|
14
|
|
|
56
|
|
|||
Subtotal
|
1,258
|
|
|
(92
|
)
|
|
216
|
|
|||
Land Drilling Rigs
|
98
|
|
|
(19
|
)
|
|
22
|
|
|||
|
1,356
|
|
|
(111
|
)
|
|
238
|
|
|||
Corporate and Research and Development
|
|
|
(63
|
)
|
|
4
|
|
||||
Long-lived Asset Impairments, Write-Downs and Other Charges
(b)
|
|
|
(740
|
)
|
|
|
|||||
Restructuring Charges
(c)
|
|
|
(22
|
)
|
|
|
|||||
Litigation Charges, Net
|
|
|
(9
|
)
|
|
|
|||||
Total
|
$
|
1,356
|
|
|
$
|
(945
|
)
|
|
$
|
242
|
|
(b)
|
Includes
$436 million
in long-lived asset impairments,
$198 million
in inventory write-downs,
$62 million
in accounts receivable reserves and write-offs, and
$44 million
of other asset write-offs and charges.
|
(c)
|
Includes restructuring charges of
$22 million
:
$10 million
in Latin America,
$5 million
in North America,
$5 million
in MENA/Asia Pacific, and
$2 million
in Corporate and Research and Development.
|
|
Nine Months Ended September 30, 2017
|
||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss)
from
Operations
|
|
Depreciation
and
Amortization
|
||||||
North America
|
$
|
1,503
|
|
|
$
|
17
|
|
|
$
|
119
|
|
MENA/Asia Pacific
|
996
|
|
|
14
|
|
|
151
|
|
|||
Europe/SSA/Russia
|
740
|
|
|
9
|
|
|
114
|
|
|||
Latin America
(a)
|
674
|
|
|
(31
|
)
|
|
148
|
|
|||
Subtotal
|
3,913
|
|
|
9
|
|
|
532
|
|
|||
Land Drilling Rigs
|
296
|
|
|
(66
|
)
|
|
70
|
|
|||
|
4,209
|
|
|
(57
|
)
|
|
602
|
|
|||
Corporate and Research and Development
|
|
|
(211
|
)
|
|
9
|
|
||||
Restructuring Charges
(b)
|
|
|
(140
|
)
|
|
|
|||||
Asset Write-Downs and Other
|
|
|
17
|
|
|
|
|||||
Litigation Credit
|
|
|
4
|
|
|
|
|||||
Total
|
$
|
4,209
|
|
|
$
|
(387
|
)
|
|
$
|
611
|
|
(a)
|
In the second quarter of 2017, the Company changed its accounting for revenue with our largest customer in Venezuela. The total impact of this change for the first six months of 2017 related to prior periods is a reduction in revenues and income from operations of approximately
$23 million
for the second half of 2016. See “
Note 1 – General
” for additional details.
|
(b)
|
Includes restructuring charges of
$140 million
:
$31 million
in Europe/SSA/Russia,
$29 million
in MENA/Asia Pacific,
$29 million
in Corporate and Research and Development,
$25 million
in Latin America,
$24 million
in North America, and
$2 million
in Land Drilling Rigs.
|
|
Nine Months Ended September 30, 2016
|
||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss)
from
Operations
|
|
Depreciation
and
Amortization
|
||||||
North America
|
$
|
1,393
|
|
|
$
|
(324
|
)
|
|
$
|
167
|
|
MENA/Asia Pacific
|
1,090
|
|
|
(4
|
)
|
|
181
|
|
|||
Europe/SSA/Russia
|
725
|
|
|
(3
|
)
|
|
141
|
|
|||
Latin America
|
809
|
|
|
59
|
|
|
173
|
|
|||
Subtotal
|
4,017
|
|
|
(272
|
)
|
|
662
|
|
|||
Land Drilling Rigs
|
326
|
|
|
(62
|
)
|
|
67
|
|
|||
|
4,343
|
|
|
(334
|
)
|
|
729
|
|
|||
Corporate and Research and Development
|
|
|
(226
|
)
|
|
12
|
|
||||
Long-lived Asset Impairments, Write-Downs and Other Charges
(c)
|
|
|
(952
|
)
|
|
|
|||||
Restructuring Charges
(d)
|
|
|
(150
|
)
|
|
|
|||||
Litigation Charges, Net
|
|
|
(190
|
)
|
|
|
|||||
Total
|
$
|
4,343
|
|
|
$
|
(1,852
|
)
|
|
$
|
741
|
|
(c)
|
Includes
$436 million
in long-lived asset impairments,
$213 million
in inventory write-downs,
$121 million
in other asset write-offs and charges,
$84 million
to adjust a note from our largest customer in Venezuela to fair value,
$62 million
in accounts receivable reserves and write-offs,
$20 million
in pressure pumping related charges, and
$15 million
in supply agreement charges related to a non-core business divestiture.
|
(d)
|
Includes restructuring charges of
$150 million
:
$44 million
in North America,
$37 million
in Latin America,
$25 million
in Europe/SSA/Russia,
$25 million
in MENA/Asia Pacific,
$14 million
in Corporate and Research and Development and
$5 million
in Land Drilling Rigs.
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford Bermuda
|
|
Weatherford Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,460
|
|
|
$
|
—
|
|
|
$
|
1,460
|
|
Costs and Expenses
|
(3
|
)
|
|
6
|
|
|
1
|
|
|
(1,528
|
)
|
|
—
|
|
|
(1,524
|
)
|
||||||
Operating Income (Loss)
|
(3
|
)
|
|
6
|
|
|
1
|
|
|
(68
|
)
|
|
—
|
|
|
(64
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense, Net
|
—
|
|
|
(149
|
)
|
|
(10
|
)
|
|
6
|
|
|
5
|
|
|
(148
|
)
|
||||||
Intercompany Charges, Net
|
(2
|
)
|
|
1
|
|
|
(59
|
)
|
|
60
|
|
|
—
|
|
|
—
|
|
||||||
Equity in Subsidiary Income (Loss)
|
(244
|
)
|
|
(518
|
)
|
|
(445
|
)
|
|
—
|
|
|
1,207
|
|
|
—
|
|
||||||
Other, Net
|
(7
|
)
|
|
(54
|
)
|
|
(53
|
)
|
|
48
|
|
|
52
|
|
|
(14
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(256
|
)
|
|
(714
|
)
|
|
(566
|
)
|
|
46
|
|
|
1,264
|
|
|
(226
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Net Income (Loss)
|
(256
|
)
|
|
(714
|
)
|
|
(566
|
)
|
|
21
|
|
|
1,264
|
|
|
(251
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(256
|
)
|
|
$
|
(714
|
)
|
|
$
|
(566
|
)
|
|
$
|
16
|
|
|
$
|
1,264
|
|
|
$
|
(256
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(168
|
)
|
|
$
|
(687
|
)
|
|
$
|
(538
|
)
|
|
$
|
104
|
|
|
$
|
1,121
|
|
|
$
|
(168
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,356
|
|
|
$
|
—
|
|
|
$
|
1,356
|
|
Costs and Expenses
|
(3
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(2,291
|
)
|
|
—
|
|
|
(2,301
|
)
|
||||||
Operating Income (Loss)
|
(3
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(935
|
)
|
|
—
|
|
|
(945
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense, Net
|
—
|
|
|
(127
|
)
|
|
(13
|
)
|
|
7
|
|
|
4
|
|
|
(129
|
)
|
||||||
Intercompany Charges, Net
|
(3
|
)
|
|
11
|
|
|
(50
|
)
|
|
42
|
|
|
—
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(1,774
|
)
|
|
(1,662
|
)
|
|
(1,291
|
)
|
|
—
|
|
|
4,727
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
(62
|
)
|
|
(49
|
)
|
|
60
|
|
|
41
|
|
|
(10
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(1,780
|
)
|
|
(1,846
|
)
|
|
(1,404
|
)
|
|
(826
|
)
|
|
4,772
|
|
|
(1,084
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
(554
|
)
|
|
—
|
|
|
(692
|
)
|
||||||
Net Income (Loss)
|
(1,780
|
)
|
|
(1,846
|
)
|
|
(1,542
|
)
|
|
(1,380
|
)
|
|
4,772
|
|
|
(1,776
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(1,780
|
)
|
|
$
|
(1,846
|
)
|
|
$
|
(1,542
|
)
|
|
$
|
(1,384
|
)
|
|
$
|
4,772
|
|
|
$
|
(1,780
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(1,822
|
)
|
|
$
|
(1,861
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
(1,427
|
)
|
|
$
|
4,842
|
|
|
$
|
(1,822
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford Bermuda
|
|
Weatherford Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
|||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,209
|
|
|
$
|
—
|
|
|
$
|
4,209
|
|
|
Costs and Expenses
|
(11
|
)
|
|
45
|
|
|
2
|
|
|
(4,632
|
)
|
|
—
|
|
|
(4,596
|
)
|
|||||||
Operating Income (Loss)
|
(11
|
)
|
|
45
|
|
|
2
|
|
|
(423
|
)
|
|
—
|
|
|
(387
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest Expense, Net
|
—
|
|
|
(432
|
)
|
|
(30
|
)
|
|
21
|
|
|
14
|
|
|
(427
|
)
|
|||||||
Intercompany Charges, Net
|
2
|
|
|
(89
|
)
|
|
(102
|
)
|
|
189
|
|
|
—
|
|
|
—
|
|
|||||||
Equity in Subsidiary Income (Loss)
|
(924
|
)
|
|
(650
|
)
|
|
(265
|
)
|
|
—
|
|
|
1,839
|
|
|
—
|
|
|||||||
Other, Net
|
58
|
|
|
(23
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
30
|
|
|||||||
Income (Loss) Before Income Taxes
|
(875
|
)
|
|
(1,149
|
)
|
|
(396
|
)
|
|
(215
|
)
|
|
1,851
|
|
|
(784
|
)
|
|||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
|||||||
Net Income (Loss)
|
(875
|
)
|
|
(1,149
|
)
|
|
(396
|
)
|
|
(290
|
)
|
|
1,851
|
|
|
(859
|
)
|
|||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
62
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(875
|
)
|
|
$
|
(1,149
|
)
|
|
$
|
(396
|
)
|
|
$
|
(306
|
)
|
|
$
|
1,851
|
|
|
$
|
(875
|
)
|
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(754
|
)
|
|
$
|
(1,153
|
)
|
|
$
|
(436
|
)
|
|
$
|
(184
|
)
|
|
$
|
1,773
|
|
|
$
|
(754
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,343
|
|
|
$
|
—
|
|
|
$
|
4,343
|
|
Costs and Expenses
|
(150
|
)
|
|
(6
|
)
|
|
4
|
|
|
(6,043
|
)
|
|
—
|
|
|
(6,195
|
)
|
||||||
Operating Income (Loss)
|
(150
|
)
|
|
(6
|
)
|
|
4
|
|
|
(1,700
|
)
|
|
—
|
|
|
(1,852
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense, Net
|
—
|
|
|
(331
|
)
|
|
(39
|
)
|
|
—
|
|
|
7
|
|
|
(363
|
)
|
||||||
Intercompany Charges, Net
|
9
|
|
|
(30
|
)
|
|
(96
|
)
|
|
(223
|
)
|
|
340
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(2,702
|
)
|
|
(1,922
|
)
|
|
(1,479
|
)
|
|
—
|
|
|
6,103
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
(148
|
)
|
|
(76
|
)
|
|
48
|
|
|
51
|
|
|
(125
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(2,843
|
)
|
|
(2,437
|
)
|
|
(1,686
|
)
|
|
(1,875
|
)
|
|
6,501
|
|
|
(2,340
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(375
|
)
|
|
—
|
|
|
(489
|
)
|
||||||
Net Income (Loss)
|
(2,843
|
)
|
|
(2,437
|
)
|
|
(1,800
|
)
|
|
(2,250
|
)
|
|
6,501
|
|
|
(2,829
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(2,843
|
)
|
|
$
|
(2,437
|
)
|
|
$
|
(1,800
|
)
|
|
$
|
(2,264
|
)
|
|
$
|
6,501
|
|
|
$
|
(2,843
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(2,751
|
)
|
|
$
|
(2,501
|
)
|
|
$
|
(1,840
|
)
|
|
$
|
(2,173
|
)
|
|
$
|
6,514
|
|
|
$
|
(2,751
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
388
|
|
|
$
|
—
|
|
|
$
|
445
|
|
Other Current Assets
|
1
|
|
|
—
|
|
|
512
|
|
|
4,628
|
|
|
(543
|
)
|
|
4,598
|
|
||||||
Total Current Assets
|
1
|
|
|
57
|
|
|
512
|
|
|
5,016
|
|
|
(543
|
)
|
|
5,043
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Investments in Affiliates
|
1,662
|
|
|
7,979
|
|
|
8,025
|
|
|
1,028
|
|
|
(18,694
|
)
|
|
—
|
|
||||||
Intercompany Receivables, Net
|
—
|
|
|
219
|
|
|
—
|
|
|
3,571
|
|
|
(3,790
|
)
|
|
—
|
|
||||||
Other Assets
|
—
|
|
|
10
|
|
|
4
|
|
|
6,956
|
|
|
—
|
|
|
6,970
|
|
||||||
Total Assets
|
$
|
1,663
|
|
|
$
|
8,265
|
|
|
$
|
8,541
|
|
|
$
|
16,571
|
|
|
$
|
(23,027
|
)
|
|
$
|
12,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term Borrowings and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
344
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
391
|
|
Accounts Payable and Other Current Liabilities
|
6
|
|
|
138
|
|
|
—
|
|
|
2,478
|
|
|
(543
|
)
|
|
2,079
|
|
||||||
Total Current Liabilities
|
6
|
|
|
482
|
|
|
—
|
|
|
2,525
|
|
|
(543
|
)
|
|
2,470
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term Debt
|
—
|
|
|
7,127
|
|
|
161
|
|
|
148
|
|
|
94
|
|
|
7,530
|
|
||||||
Intercompany Payables, Net
|
232
|
|
|
—
|
|
|
3,559
|
|
|
—
|
|
|
(3,791
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
97
|
|
|
150
|
|
|
143
|
|
|
382
|
|
|
(143
|
)
|
|
629
|
|
||||||
Total Liabilities
|
335
|
|
|
7,759
|
|
|
3,863
|
|
|
3,055
|
|
|
(4,383
|
)
|
|
10,629
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weatherford Shareholders’ Equity
|
1,328
|
|
|
506
|
|
|
4,678
|
|
|
13,460
|
|
|
(18,644
|
)
|
|
1,328
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,663
|
|
|
$
|
8,265
|
|
|
$
|
8,541
|
|
|
$
|
16,571
|
|
|
$
|
(23,027
|
)
|
|
$
|
12,013
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
586
|
|
|
$
|
4
|
|
|
$
|
447
|
|
|
$
|
—
|
|
|
$
|
1,037
|
|
Other Current Assets
|
1
|
|
|
—
|
|
|
512
|
|
|
3,891
|
|
|
(531
|
)
|
|
3,873
|
|
||||||
Total Current Assets
|
1
|
|
|
586
|
|
|
516
|
|
|
4,338
|
|
|
(531
|
)
|
|
4,910
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Investments in Affiliates
|
2,415
|
|
|
8,669
|
|
|
8,301
|
|
|
1,037
|
|
|
(20,422
|
)
|
|
—
|
|
||||||
Intercompany Receivables, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
3,762
|
|
|
(3,762
|
)
|
|
—
|
|
||||||
Other Assets
|
2
|
|
|
13
|
|
|
—
|
|
|
7,751
|
|
|
(12
|
)
|
|
7,754
|
|
||||||
Total Assets
|
$
|
2,418
|
|
|
$
|
9,268
|
|
|
$
|
8,817
|
|
|
$
|
16,888
|
|
|
$
|
(24,727
|
)
|
|
$
|
12,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term Borrowings and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
94
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
179
|
|
Accounts Payable and Other Current Liabilities
|
105
|
|
|
198
|
|
|
—
|
|
|
2,488
|
|
|
(542
|
)
|
|
2,249
|
|
||||||
Total Current Liabilities
|
105
|
|
|
251
|
|
|
94
|
|
|
2,520
|
|
|
(542
|
)
|
|
2,428
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term Debt
|
—
|
|
|
6,944
|
|
|
148
|
|
|
204
|
|
|
107
|
|
|
7,403
|
|
||||||
Intercompany Payables, Net
|
145
|
|
|
224
|
|
|
3,393
|
|
|
—
|
|
|
(3,762
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
156
|
|
|
152
|
|
|
146
|
|
|
457
|
|
|
(146
|
)
|
|
765
|
|
||||||
Total Liabilities
|
406
|
|
|
7,571
|
|
|
3,781
|
|
|
3,181
|
|
|
(4,343
|
)
|
|
10,596
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weatherford Shareholders’ Equity
|
2,012
|
|
|
1,697
|
|
|
5,036
|
|
|
13,651
|
|
|
(20,384
|
)
|
|
2,012
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
2,418
|
|
|
$
|
9,268
|
|
|
$
|
8,817
|
|
|
$
|
16,888
|
|
|
$
|
(24,727
|
)
|
|
$
|
12,664
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(875
|
)
|
|
$
|
(1,149
|
)
|
|
$
|
(396
|
)
|
|
$
|
(290
|
)
|
|
$
|
1,851
|
|
|
$
|
(859
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
(2
|
)
|
|
89
|
|
|
102
|
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
924
|
|
|
650
|
|
|
265
|
|
|
—
|
|
|
(1,839
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
|
|
|
(7
|
)
|
||||||
Other Adjustments
|
(129
|
)
|
|
241
|
|
|
52
|
|
|
230
|
|
|
(12
|
)
|
|
382
|
|
||||||
Net Cash Provided (Used) by Operating Activities
|
(82
|
)
|
|
(169
|
)
|
|
23
|
|
|
(256
|
)
|
|
—
|
|
|
(484
|
)
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
(147
|
)
|
||||||
Cash Paid for Assets Held for Sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
|
—
|
|
|
(244
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||
Payment Related to Sale of Businesses, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Net Cash Provided (Used) by Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
(401
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
225
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
118
|
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
212
|
|
|
(94
|
)
|
|
79
|
|
|
—
|
|
|
197
|
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
82
|
|
|
(797
|
)
|
|
67
|
|
|
648
|
|
|
—
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
||||||
Net Cash Provided (Used) by Financing Activities
|
82
|
|
|
(360
|
)
|
|
(27
|
)
|
|
592
|
|
|
—
|
|
|
287
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
(529
|
)
|
|
(4
|
)
|
|
(59
|
)
|
|
—
|
|
|
(592
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
—
|
|
|
586
|
|
|
4
|
|
|
447
|
|
|
—
|
|
|
1,037
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
388
|
|
|
$
|
—
|
|
|
$
|
445
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(2,843
|
)
|
|
$
|
(2,437
|
)
|
|
$
|
(1,800
|
)
|
|
$
|
(2,250
|
)
|
|
$
|
6,501
|
|
|
$
|
(2,829
|
)
|
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
(9
|
)
|
|
30
|
|
|
96
|
|
|
223
|
|
|
(340
|
)
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
2,702
|
|
|
1,922
|
|
|
1,479
|
|
|
—
|
|
|
(6,103
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
114
|
|
|
312
|
|
|
—
|
|
|
426
|
|
||||||
Other Adjustments
|
877
|
|
|
180
|
|
|
327
|
|
|
633
|
|
|
(58
|
)
|
|
1,959
|
|
||||||
Net Cash Provided (Used) by Operating Activities
|
727
|
|
|
(305
|
)
|
|
216
|
|
|
(1,082
|
)
|
|
—
|
|
|
(444
|
)
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
||||||
Acquisitions of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Insurance Proceeds Related to Rig Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Proceeds from Sale of Assets and Businesses, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||||
Net Cash Provided (Used) by Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(104
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
(1,167
|
)
|
|
—
|
|
|
29
|
|
|
—
|
|
|
(1,138
|
)
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
1,834
|
|
|
(515
|
)
|
|
(61
|
)
|
|
—
|
|
|
1,258
|
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
(727
|
)
|
|
(343
|
)
|
|
277
|
|
|
793
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from Issuance of Ordinary Shares
|
—
|
|
|
—
|
|
|
—
|
|
|
623
|
|
|
—
|
|
|
623
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
(186
|
)
|
||||||
Net Cash Provided (Used) by Financing Activities
|
(727
|
)
|
|
324
|
|
|
(238
|
)
|
|
1,198
|
|
|
—
|
|
|
557
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
19
|
|
|
(22
|
)
|
|
(24
|
)
|
|
—
|
|
|
(27
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
—
|
|
|
2
|
|
|
22
|
|
|
443
|
|
|
—
|
|
|
467
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
419
|
|
|
$
|
—
|
|
|
$
|
440
|
|
•
|
Formation Evaluation and Well Construction
includes Managed-Pressure Drilling, Drilling Services, Tubular Running Services, Drilling Tools and Rental Equipment, Wireline Services, Testing and Production Services, Re-entry and Fishing, Cementing Products, Liner Systems, Reservoir Solutions and Surface Logging Systems.
|
•
|
Completion and Production
includes Artificial Lift Systems, Stimulation and Completion Systems.
|
•
|
Land Drilling Rigs
encompasses our land drilling rigs business, including the products and services ancillary thereto.
|
|
WTI Oil
(a)
|
|
Henry Hub Gas
(b)
|
|
North
American
Rig Count
(c)
|
|
International Rig
Count
(c)
|
||||||
September 30, 2017
|
$
|
51.67
|
|
|
$
|
3.01
|
|
|
1,154
|
|
|
947
|
|
December 31, 2016
|
53.72
|
|
|
3.68
|
|
|
770
|
|
|
925
|
|
||
September 30, 2016
|
48.24
|
|
|
2.91
|
|
|
600
|
|
|
936
|
|
(a)
|
Price per barrel of West Texas Intermediate (“WTI”) crude oil as of the date indicated at Cushing, Oklahoma – Source: Thomson Reuters
|
(b)
|
Price per MM/BTU as of the date indicated at Henry Hub Louisiana – Source: Thomson Reuters
|
(c)
|
Quarterly average rig count – Source: Baker Hughes Rig Count
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
|
|
|
|||||||||
(Dollars and shares in millions, except per share data)
|
2017
|
|
2016
|
|
Favorable (Unfavorable)
|
|
Percentage Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
538
|
|
|
$
|
449
|
|
|
$
|
89
|
|
|
20
|
%
|
MENA/Asia Pacific
|
335
|
|
|
329
|
|
|
6
|
|
|
2
|
%
|
|||
Europe/SSA/Russia
|
252
|
|
|
225
|
|
|
27
|
|
|
12
|
%
|
|||
Latin America
|
229
|
|
|
255
|
|
|
(26
|
)
|
|
(10
|
)%
|
|||
Subtotal
|
1,354
|
|
|
1,258
|
|
|
96
|
|
|
8
|
%
|
|||
Land Drilling Rigs
|
106
|
|
|
98
|
|
|
8
|
|
|
8
|
%
|
|||
Total Revenues
|
1,460
|
|
|
1,356
|
|
|
104
|
|
|
8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
|||||||
North America
|
33
|
|
|
(95
|
)
|
|
128
|
|
|
135
|
%
|
|||
MENA/Asia Pacific
|
8
|
|
|
(8
|
)
|
|
16
|
|
|
200
|
%
|
|||
Europe/SSA/Russia
|
14
|
|
|
(3
|
)
|
|
17
|
|
|
567
|
%
|
|||
Latin America
|
(5
|
)
|
|
14
|
|
|
(19
|
)
|
|
(136
|
)%
|
|||
Subtotal
|
50
|
|
|
(92
|
)
|
|
142
|
|
|
154
|
%
|
|||
Land Drilling Rigs
|
(16
|
)
|
|
(19
|
)
|
|
3
|
|
|
16
|
%
|
|||
Total Segment Operating Income (Loss)
|
34
|
|
|
(111
|
)
|
|
145
|
|
|
131
|
%
|
|||
Research and Development
|
(42
|
)
|
|
(33
|
)
|
|
(9
|
)
|
|
(27
|
)%
|
|||
Corporate Expenses
|
(28
|
)
|
|
(30
|
)
|
|
2
|
|
|
7
|
%
|
|||
Long-lived Asset Impairments, Write-Downs and Other Charges
|
2
|
|
|
(740
|
)
|
|
742
|
|
|
100
|
%
|
|||
Restructuring Charges
|
(34
|
)
|
|
(22
|
)
|
|
(12
|
)
|
|
(55
|
)%
|
|||
Litigation Charges, Net
|
4
|
|
|
(9
|
)
|
|
13
|
|
|
144
|
%
|
|||
Total Operating Loss
|
(64
|
)
|
|
(945
|
)
|
|
881
|
|
|
93
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest Expense, Net
|
(148
|
)
|
|
(129
|
)
|
|
(19
|
)
|
|
(15
|
)%
|
|||
Warrant Fair Value Adjustment
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
%
|
|||
Other Expense, Net
|
(7
|
)
|
|
(10
|
)
|
|
3
|
|
|
30
|
%
|
|||
Income Tax Provision
|
(25
|
)
|
|
(692
|
)
|
|
667
|
|
|
96
|
%
|
|||
Net Loss per Diluted Share
|
$
|
(0.26
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
1.72
|
|
|
87
|
%
|
Weighted Average Diluted Shares Outstanding
|
990
|
|
|
899
|
|
|
(91
|
)
|
|
(10
|
)%
|
|||
Depreciation and Amortization
|
$
|
199
|
|
|
$
|
242
|
|
|
$
|
43
|
|
|
18
|
%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
|
|
|
|||||||||
(Dollars and shares in millions, except per share data)
|
2017
|
|
2016
|
|
Favorable (Unfavorable)
|
|
Percentage Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
1,503
|
|
|
$
|
1,393
|
|
|
$
|
110
|
|
|
8
|
%
|
MENA/Asia Pacific
|
996
|
|
|
1,090
|
|
|
(94
|
)
|
|
(9
|
)%
|
|||
Europe/SSA/Russia
|
740
|
|
|
725
|
|
|
15
|
|
|
2
|
%
|
|||
Latin America
|
674
|
|
|
809
|
|
|
(135
|
)
|
|
(17
|
)%
|
|||
Subtotal
|
3,913
|
|
|
4,017
|
|
|
(104
|
)
|
|
(3
|
)%
|
|||
Land Drilling Rigs
|
296
|
|
|
326
|
|
|
(30
|
)
|
|
(9
|
)%
|
|||
Total Revenues
|
4,209
|
|
|
4,343
|
|
|
(134
|
)
|
|
(3
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
|||||||
North America
|
17
|
|
|
(324
|
)
|
|
341
|
|
|
105
|
%
|
|||
MENA/Asia Pacific
|
14
|
|
|
(4
|
)
|
|
18
|
|
|
450
|
%
|
|||
Europe/SSA/Russia
|
9
|
|
|
(3
|
)
|
|
12
|
|
|
400
|
%
|
|||
Latin America
|
(31
|
)
|
|
59
|
|
|
(90
|
)
|
|
(153
|
)%
|
|||
Subtotal
|
9
|
|
|
(272
|
)
|
|
281
|
|
|
103
|
%
|
|||
Land Drilling Rigs
|
(66
|
)
|
|
(62
|
)
|
|
(4
|
)
|
|
(6
|
)%
|
|||
Total Segment Operating Loss
|
(57
|
)
|
|
(334
|
)
|
|
277
|
|
|
83
|
%
|
|||
Research and Development
|
(117
|
)
|
|
(119
|
)
|
|
2
|
|
|
2
|
%
|
|||
Corporate Expenses
|
(94
|
)
|
|
(107
|
)
|
|
13
|
|
|
12
|
%
|
|||
Long-lived Asset Impairments, Write-Downs and Other Charges
|
17
|
|
|
(952
|
)
|
|
969
|
|
|
102
|
%
|
|||
Restructuring Charges
|
(140
|
)
|
|
(150
|
)
|
|
10
|
|
|
7
|
%
|
|||
Litigation Charges, Net
|
4
|
|
|
(190
|
)
|
|
194
|
|
|
102
|
%
|
|||
Total Operating Loss
|
(387
|
)
|
|
(1,852
|
)
|
|
1,465
|
|
|
79
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest Expense, Net
|
(427
|
)
|
|
(363
|
)
|
|
(64
|
)
|
|
(18
|
)%
|
|||
Bond Tender Premium, Net
|
—
|
|
|
(78
|
)
|
|
78
|
|
|
100
|
%
|
|||
Warrant Fair Value Adjustment
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
%
|
|||
Currency Devaluation Charges
|
—
|
|
|
(31
|
)
|
|
31
|
|
|
100
|
%
|
|||
Other Expense, Net
|
(28
|
)
|
|
(16
|
)
|
|
(12
|
)
|
|
(75
|
)%
|
|||
Income Tax Provision
|
(75
|
)
|
|
(489
|
)
|
|
414
|
|
|
85
|
%
|
|||
Net Loss per Diluted Share
|
$
|
(0.88
|
)
|
|
$
|
(3.27
|
)
|
|
$
|
2.39
|
|
|
73
|
%
|
Weighted Average Diluted Shares Outstanding
|
989
|
|
|
871
|
|
|
(118
|
)
|
|
(14
|
)%
|
|||
Depreciation and Amortization
|
$
|
611
|
|
|
$
|
741
|
|
|
$
|
130
|
|
|
18
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Formation Evaluation and Well Construction
|
59
|
%
|
|
57
|
%
|
|
59
|
%
|
|
56
|
%
|
Completion and Production
|
34
|
|
|
36
|
|
|
34
|
|
|
36
|
|
Land Drilling Rigs
|
7
|
|
|
7
|
|
|
7
|
|
|
8
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
North America revenues increased
$89 million
, or
20%
, due to higher activity and sales related to the
92%
increase in North American rig count since the
third
quarter of
2016
, partially offset by the shutdown of our U.S. pressure pumping operations in the fourth quarter of 2016.
|
•
|
Revenues in our International segments increased
$7 million
, or
1%
, primarily in
Europe/SSA/Russia
due to higher customer activity in Russia and a strong product line mix in the North Sea and a marginal improvement in MENA/Asia Pacific, partially offset by a decrease in Latin America. The decrease in Latin America is primarily concentrated in Venezuela, Brazil and Bolivia due to lower activity in the well integrity and completion product lines, partially offset by improvements among nearly all our product lines in Colombia from an increase in the number of operating rigs.
|
•
|
Land Drilling Rigs revenues increased
$8 million
primarily in Algeria and Kuwait due to fully operational contracts, partially offset by a decrease in activity in Oman.
|
•
|
North America revenues increased
$110 million
, or
8%
, due to higher activity and sales related to the
92%
increase in North American rig count since the
third
quarter of
2016
, partially offset by the shutdown of our U.S. pressure pumping operations in the fourth quarter of 2016.
|
•
|
Revenues in our International segments declined
$214 million
, or
8%
, primarily in Latin America and concentrated in Argentina, Venezuela and Brazil in the well integrity and completion product lines, as well as the negative impact the
change in accounting for revenue
with our largest customer in Venezuela of approximately $51 million. This decline was partially offset by improvements among nearly all our product lines in Colombia from an increase in the number of operating rigs. In
MENA/Asia Pacific
, the revenues decline was primarily due to lower activity on the Zubair project, a non-renewal of a contract in the United Arab Emirates and overall lower demand for services and continued pricing pressures, causing a broad decline in the Asia Pacific countries and in a concentration of countries in the Middle East, partially offset by improvement in Kuwait. The overall International decline was offset by an improvement in
Europe/SSA/Russia
due to higher customer activity in Russia and a strong product line mix in the North Sea.
|
•
|
Land Drilling Rigs revenues declined
$30 million
primarily in Oman, Iraq and Saudi Arabia partially offset by an improved operational efficiency and fully operational contracts in Algeria and Kuwait.
|
•
|
$34 million
in
2017
compared to
$22 million
in
2016
of severance and other restructuring charges;
|
•
|
$4 million
in net credits in
2017
and
$9 million
in
2016
of net charges primarily related to litigation reserves;
|
•
|
$2 million
in net credits in
2017
primarily related to the
revaluation of the liability at settlement resulting in n
et gains associated with our supplemental executive retirement plan net of asset write-downs and other charges; and
|
•
|
In 2016, we had
$740 million
of charges comprised of long-lived asset impairments of
$436 million
, inventory charges of
$198 million
, account receivables reserves and write-offs of
$62 million
and
$44 million
of other asset write-offs and charges.
|
•
|
$140 million
in
2017
compared to
$150 million
in
2016
of severance and other restructuring charges;
|
•
|
$17 million
in net credits in
2017
primarily related to gains related to the amortization and
revaluation of the liability at settlement
associated with our supplemental executive retirement plan;
|
•
|
$4 million
in net credits in
2017
and
$190 million
in
2016
of net charges primarily related to litigation reserves; and
|
•
|
In 2016, we had
$951 million
of charges primarily comprised of long-lived asset impairments of
$436 million
, inventory charges of $213 million, a fair value adjustment to a note from our largest customer in Venezuela of
$84 million
, account receivables reserves and write-offs of
$62 million
and other asset write-offs and pressure pumping business related charges of $156 million.
|
|
Nine Months Ended September 30,
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
||||
Net Cash Used in Operating Activities
|
$
|
(484
|
)
|
|
$
|
(444
|
)
|
Net Cash Used in Investing Activities
|
(401
|
)
|
|
(104
|
)
|
||
Net Cash Provided by Financing Activities
|
287
|
|
|
557
|
|
(Dollars in millions)
|
September 30, 2017
|
||
Facilities
|
$
|
1,388
|
|
Less uses of facilities:
|
|
||
Revolving credit agreement
|
225
|
|
|
Letters of credit
|
84
|
|
|
Secured term loan before debt issuance cost
|
388
|
|
|
Borrowing Availability
|
$
|
691
|
|
•
|
the price and price volatility of oil, natural gas and natural gas liquids;
|
•
|
global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
|
•
|
nonrealization of expected benefits from our acquisitions or business dispositions and our ability to execute or close such acquisitions and dispositions;
|
•
|
our ability to realize expected revenues and profitability levels from current and future contracts;
|
•
|
our ability to manage our workforce, supply chain and business processes, information technology systems and technological innovation and commercialization, including the impact of our organization restructure and the cost and support reduction plans;
|
•
|
our high level of indebtedness;
|
•
|
increases in the prices and availability of our raw materials;
|
•
|
potential non-cash asset impairment charges for long-lived assets, goodwill, intangible assets or other assets;
|
•
|
changes to our effective tax rate;
|
•
|
nonrealization of potential earnouts associated with business dispositions;
|
•
|
downturns in our industry which could affect the carrying value of our goodwill;
|
•
|
member-country quota compliance within the Organization of Petroleum Exporting Countries;
|
•
|
adverse weather conditions in certain regions of our operations;
|
•
|
our ability to realize the expected benefits from our redomestication from Switzerland to Ireland and to maintain our Swiss tax residency;
|
•
|
failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to environmental and tax and accounting laws, rules and regulations; and
|
•
|
limited access to capital, significantly higher cost of capital, or difficulty raising additional funds in the equity or debt capital markets.
|
•
|
acquired entities or joint ventures may not operate profitably, which could adversely affect our operating income or operating margins, and we may be unable to recover our investments;
|
•
|
we may not be able to effectively influence the operations of our joint ventures, or we may be exposed to certain liabilities if our joint venture partners do not fulfill their obligations;
|
•
|
these transactions require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in any divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction, which may adversely affect our financial results; and
|
•
|
we may not be able to fully realize the intended or expected benefits of consummating such transactions.
|
Exhibit Number
|
|
Description
|
|
Memorandum and Articles of Association of Weatherford International public limited company (incorporated by reference as Exhibit 2.1 of the Weatherford’s Form 8-K filed April 2, 2014, File No. 1-36504).
|
|
|
Form of Change of Control Agreement, entered into by Karl Blanchard on August 21, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 15, 2016).
|
|
|
Form of Deed of Indemnity of Weatherford International plc entered into by Karl Blanchard on August 21, 2017 and Roxanne J. Decyk and David S. King on September 25, 2017 (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K12B filed June 17, 2014).
|
|
|
Form of Deed of Indemnity of Weatherford International Ltd. (Bermuda) entered into by Roxanne J. Decyk and David S. King on September 21, 2017 (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K12B filed June 17, 2014).
|
|
†
10.4
|
|
Deed of Indemnity of Weatherford International Ltd. (Bermuda) entered into by Karl Blanchard on August 21, 2017.
|
†
10.5
|
|
Form of Restricted Share Units Award Agreement (CIC: Retirement - Director) pursuant to the Weatherford International plc 2010 Omnibus Incentive Plan.
|
†
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
††
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
††
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
**101
|
|
The following materials from Weatherford International plc's Quarterly Report on Form 10-Q for the third quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language):
(1) the unaudited Condensed Consolidated Balance Sheets, (2) the unaudited Condensed Consolidated Statements of Operations, (3) the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (4) the unaudited Condensed Consolidated Statements of Cash Flows, and (5) the related notes to the unaudited Condensed Consolidated Financial Statements. |
**
|
Submitted pursuant to Rule 405 and 406T of Regulation S-T.
|
†
|
Filed herewith.
|
††
|
Furnished herewith.
|
|
|
Weatherford International plc
|
|
|
|
Date: November 1, 2017
|
By:
|
/s/ Christoph Bausch
|
|
|
Christoph Bausch
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
Date: November 1, 2017
|
By:
|
/s/ Doug M. Mills
|
|
|
Doug M. Mills
|
|
|
Vice President and
|
|
|
Chief Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
by the Board, by a majority vote of the Disinterested Directors, or by the Board Designee; or
|
(ii)
|
if such Board vote or the Board Designee determination under (a)(i) is not obtainable or, even if obtainable, if such Disinterested Directors (by majority vote) or the Board Designee so directs, by (y) Independent Counsel in a written opinion to the Board and the Board Designee, a copy of which shall be delivered to Indemnitee; or (z) a majority vote of the shareholders of the Company; and
|
(i)
|
by Independent Counsel in a written opinion to the Board and the Board Designee, a copy of which shall be delivered to Indemnitee; or
|
(ii)
|
at Indemnitee’s sole option, Indemnitee shall have the right to direct that such determination be made in the manner provided in
Section 5.2(a)
; and
|
Company
-
|
Weatherford International Ltd.
|
c/o Weatherford International, LLC
|
2000 St. James Place
|
Houston, TX 77056
|
Attn: General Counsel
|
Email: LegalWeatherford@weatherford.com
|
SIGNED as a DEED
|
)
|
|
|
|
|
by Tan Kah Huan
|
)
|
|
|
|
|
authorized signatory for
|
)
|
|
|
/s/ Tan Kah Huan
|
|
Weatherford International Ltd.
|
)
|
|
|
|
|
|
|
|
|
|
|
in the presence of:
|
|
|
|
|
|
|
|
|
|
|
|
Witness:
|
|
|
|
|
|
|
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIGNED as a DEED
|
)
|
|
|
|
|
by Karl Blanchard
|
)
|
|
|
/s/ Karl Blanchard
|
|
|
|
|
|
|
|
in the presence of:
|
|
|
|
|
|
|
|
|
|
|
|
Witness:
|
|
|
|
|
|
|
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 due to the death, Disability or Retirement (as defined below) of the Holder then, in either 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 by reason of death, Disability or Retirement 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 deemed to be the date immediately preceding such Change of Control. For purposes of this Agreement, (i) “
Change of Control
” shall have the meaning ascribed thereto in the Plan; provided, that if the Units granted hereunder are subject to Section 409A such Change of Control must constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as described under Code Section 409A(a)(2)(A)(v) of the Code and the regulations promulgated thereunder; and (ii) “
Retirement
” shall mean a retirement as a Director which is authorized in accordance with the policies and procedures of the Board.
|
(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.
|
6.
|
Delivery of Shares
.
Upon the lapse of any Forfeiture Restrictions within 30 days of 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).
|
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, 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 in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company (“
Tax-Related Items
”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company. The Holder further acknowledges that the Company (i) makes 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) does 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 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
|
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 or any Affiliate and shall not interfere with the ability of the Company 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 or its Affiliates as long as the Holder has an active employment or affiliation relationship with the Company 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 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 its Affiliates 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 the Company. 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,
|
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.
|
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 future value of the Shares underlying the Units is unknown, indeterminable and cannot be predicted with certainty;
|
(f)
|
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; and
|
(g)
|
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.
|
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.
|
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.
|
22.
|
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:
|
|
|
|
|
Weststrasse 1
|
|
|
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Baar 6340, Switzerland
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Attn: Corporate Secretary
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HOLDER:
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By:
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Name:
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1.
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I have reviewed this
quarterly report
on
Form 10-Q
of Weatherford International plc;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date: November 1, 2017
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/s/ Mark A. McCollum
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Mark A. McCollum
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President and Chief Executive Officer
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1.
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I have reviewed this
quarterly report
on
Form 10-Q
of Weatherford International plc;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date: November 1, 2017
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/s/ Christoph Bausch
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Christoph Bausch
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Executive Vice President and
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mark A. McCollum
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Name:
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Mark A. McCollum
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Title:
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President and Chief Executive Officer
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Date:
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November 1, 2017
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Christoph Bausch
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Name:
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Christoph Bausch
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Title:
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Executive Vice President and Chief Financial Officer
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Date:
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November 1, 2017
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