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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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(Mark One)
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Form 10-K
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Ireland
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98-0606750
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Weststrasse 1, 6340 Baar, Switzerland
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CH 6340
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares, par value $0.001 per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer (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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PAGE
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Item 16
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•
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the price and price volatility of oil, natural gas and natural gas liquids;
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•
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global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
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•
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nonrealization of expected benefits from our acquisitions or business dispositions and our ability to execute or close such acquisitions and dispositions;
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•
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our ability to realize expected revenues and profitability levels from current and future contracts;
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•
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our 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;
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•
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our high level of indebtedness;
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•
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increases in the prices and availability of our raw materials;
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•
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potential non-cash asset impairment charges for long-lived assets, goodwill, intangible assets or other assets;
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•
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changes to our effective tax rate;
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•
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nonrealization of potential earnouts associated with business dispositions;
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•
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downturns in our industry which could affect the carrying value of our goodwill;
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•
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member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
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•
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adverse weather conditions in certain regions of our operations;
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•
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our ability to realize the expected benefits from our redomestication from Switzerland to Ireland and to maintain our Swiss tax residency;
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•
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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
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•
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limited access to capital, significantly higher cost of capital, or difficulty raising additional funds in the equity or debt capital markets.
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•
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Continuously improving the efficiency, productivity and quality of our products and services and their
respective delivery to our customers, in order to grow revenues and operating margins from our principal business operations (Production, Completions, Drilling and Evaluation and Well Construction) in all of our geographic markets at a rate exceeding the underlying market;
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•
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A commitment to the innovation, invention and integration, development and commercialization of new products and service that meet the evolving needs of our customers across the reservoir lifecycle; and
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•
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Further extending the process, productivity, service quality, safety and competency across our global infrastructure to meet client demands for our core products and services in an
operationally efficient manner.
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Name
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Age
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Current Position and Five-Year Business Experience
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Mark A. McCollum
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58
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President, Chief Executive Officer and Director of Weatherford International plc,
since April 2017
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Executive Vice President and Chief Financial Officer of Halliburton Company, July 2016 to March 2017
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Executive Vice President and Chief Integration Officer of Halliburton Company, January 2015 to June 2016
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Executive Vice President and Chief Financial Officer of Halliburton Company, January 2008 to December 2014
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Christoph Bausch
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53
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Executive Vice President and Chief Financial Officer of Weatherford International plc, since December 2016
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Controller – Product Lines of Weatherford, May 2016 to November 2016
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Executive Vice President and Chief Financial officer of Archer Limited,
May 2011 to April 2016
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Christina M. Ibrahim
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50
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Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Weatherford International plc, since October 2017
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Executive Vice President, General Counsel and Corporate Secretary of Weatherford International plc, May 2015 to September 2017
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Vice President, Chief Commercial Counsel and Corporate Secretary of Halliburton Company, January 2015 to April 2015
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Vice President, Corporate Secretary & Chief Commercial Counsel - Western Hemisphere of Halliburton Company, January 2014 to December 2014
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Vice President, Corporate Secretary and Public Law Group Lead of Halliburton Company, January 2010 to December 2013
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Karl Blanchard
(a)
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58
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Executive Vice President and Chief Operating Officer of Weatherford International plc, since August 2017
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Chief Operating Officer of Seventy Seven Energy, June 2014 to April 2017
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Vice President of Production Enhancement of Halliburton Company,
2012 to June 2014
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Douglas M. Mills
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43
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Vice President and Chief Accounting Officer of Weatherford International plc, since June 2013
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Vice President of Corporate Accounting of Weatherford International plc,
2011 to May 2013
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(a)
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Prior to joining the Weatherford, Karl Blanchard served as the Chief Operating Officer of Seventy Seven Energy, Inc. (“SSE”), a position he started in June of 2014. SSE and its subsidiaries voluntarily filed for relief under Chapter 11 in the United States Bankruptcy Court for the District of Delaware on June 7, 2016. SSE continued to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. On July 14, 2016, the Bankruptcy Court issued an order confirming the Joint Pre-packaged Plan of Reorganization (the “SSE Reorganization Plan”). The SSE Reorganization Plan became effective on August 1, 2016, pursuant to its terms and SSE emerged from its Chapter 11 case.
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•
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disruption of oil and natural gas exploration and production activities;
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•
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restriction of the movement and exchange of funds;
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•
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our inability to collect receivables;
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•
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loss of or nationalization of assets in affected jurisdictions;
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•
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enactment of additional or stricter U.S., EU or other applicable government or international sanctions; and
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•
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limitation of our access to markets for periods of time.
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•
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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;
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•
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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;
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•
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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; and
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•
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we may not be able to fully realize the intended or expected benefits of consummating such transactions.
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•
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increasing our vulnerability to adverse economic and industry conditions;
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•
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limiting our ability to obtain additional financing;
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•
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requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business; and
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•
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placing us at a possible competitive disadvantage with less leveraged competitors or competitors that may have better access to capital resources.
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•
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the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;
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•
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the lenders under such agreements could elect to terminate their commitment thereunder and cease making further loans; and
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•
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we could be forced into bankruptcy or liquidation.
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•
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incur additional indebtedness;
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•
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pay dividends and make other distributions;
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•
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prepay, redeem or repurchase certain debt;
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•
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make loans and investments;
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•
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sell assets and incur liens;
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•
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enter into transactions with affiliates;
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•
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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•
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consolidate, merge or sell all or substantially all of our assets.
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•
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limited in how we conduct our business;
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•
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unable to raise additional debt of equity financing to operate during general economic or business downturns; or
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•
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unable to compete effectively, execute our growth strategy or take advantage of new business opportunities.
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Region
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Specific Location
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Western Hemisphere:
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Greenville, Houston, Huntsville, Katy, Longview, Odessa, Pasadena, and San Antonio, Texas; Broussard and Schriever, Louisiana; Williston, North Dakota; Calgary, Edmonton, and Nisku, Canada; Neuquen, Argentina; Rio de Janeiro and Macae, Brazil; Venustiano Carranza and Villahermosa, Mexico; and Anaco, Venezuela.
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Eastern Hemisphere:
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Langenhagen, Germany; Aberdeen, UK; Atyrau, Kazakhstan; Nizhnevartovsk, Russia; Port Harcourt, Nigeria and Stavanger, Norway; Hassi Messaoud, Algeria; Luanda, Angola; Cairo, Egypt; Dhahran, Saudi Arabia; North Rumaila and Basra, Iraq; Mina Abdulla, Kuwait; Abu Dhabi, Dubai and Sharjah, United Arab Emirates; Jiangsu and Shifang, China; Barmer, India; and Singapore, Singapore.
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•
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“
Item 1. – Business
–
Other Business Data
–
Federal Regulation and Environmental Matters
,” which is incorporated by reference into this item.
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•
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“
Item 1A.
–
Risk Factors
– We have been the subject of governmental and internal investigations related to alleged corrupt conduct and violations of U.S. sanctioned country laws, which were costly to conduct, resulted in a loss of revenue and substantial financial penalties and created other disruptions for the business. If we are the subject of such investigations in the future, it could have a material adverse effect on our business, financial condition and results of operations,” which is incorporated by reference into this item.
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•
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“
Item 8. – Financial Statements and Supplementary Data
–
Notes to Consolidated Financial Statements
–
Note 21 – Disputes, Litigation and Contingencies
.”
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Price
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||||||
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High
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Low
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||||
Year ending December 31, 2017
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First Quarter
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$
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7.09
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$
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4.97
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Second Quarter
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6.86
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3.69
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||
Third Quarter
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4.72
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3.39
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Fourth Quarter
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4.56
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3.08
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Year ending December 31, 2016
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First Quarter
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$
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8.80
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$
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4.95
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Second Quarter
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8.49
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4.71
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Third Quarter
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6.39
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5.01
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Fourth Quarter
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6.38
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3.73
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Year Ended December 31,
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||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2017
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2016
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2015
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2014
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2013
|
||||||||||
Statements of Operations Data:
|
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|
||||||||||
Revenues
|
$
|
5,699
|
|
|
$
|
5,749
|
|
|
$
|
9,433
|
|
|
$
|
14,911
|
|
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$
|
15,263
|
|
Operating Income (Loss)
|
(2,129
|
)
|
|
(2,251
|
)
|
|
(1,546
|
)
|
|
505
|
|
|
523
|
|
|||||
Net Loss Attributable to Weatherford
|
(2,813
|
)
|
|
(3,392
|
)
|
|
(1,985
|
)
|
|
(584
|
)
|
|
(345
|
)
|
|||||
Basic Loss Per Share Attributable To Weatherford
|
(2.84
|
)
|
|
(3.82
|
)
|
|
(2.55
|
)
|
|
(0.75
|
)
|
|
(0.45
|
)
|
|||||
Diluted Loss Per Share Attributable To Weatherford
|
(2.84
|
)
|
|
(3.82
|
)
|
|
(2.55
|
)
|
|
(0.75
|
)
|
|
(0.45
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
$
|
9,747
|
|
|
$
|
12,664
|
|
|
$
|
14,760
|
|
|
$
|
18,854
|
|
|
$
|
21,937
|
|
Short-term Borrowings and Current Portion of Long-term Debt
|
148
|
|
|
179
|
|
|
1,582
|
|
|
727
|
|
|
1,653
|
|
|||||
Long-term Debt
|
7,541
|
|
|
7,403
|
|
|
5,852
|
|
|
6,762
|
|
|
7,021
|
|
|||||
Total Shareholders’ (Deficiency) Equity
|
(571
|
)
|
|
2,068
|
|
|
4,365
|
|
|
7,033
|
|
|
8,203
|
|
|||||
Cash Dividends Per Share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
Production
offers production optimization services and a complete production ecosystem, featuring our artificial-lift portfolio, testing and flow-measurement solutions, and optimization software, to boost productivity and profitability.
|
•
|
Completions
is a suite of modern completion products, reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in deepwater, unconventional, and aging reservoirs.
|
•
|
Drilling and Evaluation
comprises a suite of services ranging from early well planning to reservoir management. The drilling services offer innovative tools and expert engineering to increase efficiency and maximize reservoir exposure. The evaluation services merge wellsite capabilities including wireline, logging while drilling, and surface logging with laboratory-fluid and core analyses to reduce reservoir uncertainty.
|
•
|
Well Construction
builds or rebuilds well integrity for the full life cycle of the well. Using conventional to advanced equipment, we offer safe and efficient tubular running services in any environment. Our skilled fishing and re-entry teams execute under any contingency from drilling to abandonment, and our drilling tools provide reliable pressure control even in extreme wellbores. We also include our land drilling rig business as part of Well Construction.
|
|
WTI Oil
(a)
|
|
Henry Hub Gas
(b)
|
|
North
American
Rig Count
(c)
|
|
International Rig
Count
(c)
|
||||||
2017
|
$
|
60.42
|
|
|
$
|
2.95
|
|
|
1,127
|
|
|
949
|
|
2016
|
53.72
|
|
|
3.68
|
|
|
770
|
|
|
925
|
|
||
2015
|
37.04
|
|
|
2.36
|
|
|
910
|
|
|
1,105
|
|
(a)
|
Price per barrel of West Texas Intermediate (“WTI”) crude oil as of the last business day of the year indicated at Cushing Oklahoma – Source: Thomson Reuters
|
(b)
|
Price per MM/BTU as of the last business day of the year indicated at Henry Hub Louisiana – Source: Thomson Reuters
|
(c)
|
Quarterly average rig count – Source: Baker Hughes Rig Count
|
|
|
|
|
|
|
|
Percentage Change
|
||||||||||
|
Year Ended December 31,
|
|
Favorable (Unfavorable)
|
||||||||||||||
(Dollars in millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Western Hemisphere
|
$
|
2,937
|
|
|
$
|
2,942
|
|
|
$
|
5,276
|
|
|
—
|
%
|
|
(44
|
)%
|
Eastern Hemisphere
|
2,762
|
|
|
2,807
|
|
|
4,157
|
|
|
(2
|
)%
|
|
(32
|
)%
|
|||
Total Revenues
|
$
|
5,699
|
|
|
$
|
5,749
|
|
|
$
|
9,433
|
|
|
(1
|
)%
|
|
(39
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Western Hemisphere
|
$
|
(115
|
)
|
|
$
|
(409
|
)
|
|
$
|
(180
|
)
|
|
72
|
%
|
|
(127
|
)%
|
Eastern Hemisphere
|
(143
|
)
|
|
(160
|
)
|
|
27
|
|
|
11
|
%
|
|
(693
|
)%
|
|||
Total Segment Operating Loss
|
$
|
(258
|
)
|
|
$
|
(569
|
)
|
|
$
|
(153
|
)
|
|
55
|
%
|
|
(272
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate General and Administrative
|
$
|
(130
|
)
|
|
$
|
(139
|
)
|
|
$
|
(194
|
)
|
|
6
|
%
|
|
28
|
%
|
Long-Lived Asset Impairments, Write-Downs and Other Charges
|
(1,664
|
)
|
|
(1,043
|
)
|
|
(768
|
)
|
|
(60
|
)%
|
|
(36
|
)%
|
|||
Restructuring Charges
|
(183
|
)
|
|
(280
|
)
|
|
(232
|
)
|
|
35
|
%
|
|
(21
|
)%
|
|||
Litigation Charges, Net
|
10
|
|
|
(220
|
)
|
|
(116
|
)
|
|
105
|
%
|
|
(90
|
)%
|
|||
Goodwill and Equity Investment Impairment
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
%
|
|
100
|
%
|
|||
Gain (Loss) from Disposition of U.S. Pressure Pumping Assets and Businesses
|
96
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
%
|
|
100
|
%
|
|||
Other Items
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
%
|
|
100
|
%
|
|||
Total Operating Loss
|
$
|
(2,129
|
)
|
|
$
|
(2,251
|
)
|
|
$
|
(1,546
|
)
|
|
5
|
%
|
|
(46
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Expense, Net
|
$
|
(579
|
)
|
|
$
|
(499
|
)
|
|
$
|
(468
|
)
|
|
(16
|
)%
|
|
(7
|
)%
|
Warrant Fair Value Adjustment
|
86
|
|
|
16
|
|
|
—
|
|
|
438
|
%
|
|
—
|
%
|
|||
Bond Tender Premium, Net
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
100
|
%
|
|
—
|
%
|
|||
Currency Devaluation Charges
|
—
|
|
|
(41
|
)
|
|
(85
|
)
|
|
100
|
%
|
|
52
|
%
|
|||
Other Income (Expense), Net
|
(34
|
)
|
|
(24
|
)
|
|
3
|
|
|
(42
|
)%
|
|
(900
|
)%
|
|||
Income Tax (Provision) Benefit
|
(137
|
)
|
|
(496
|
)
|
|
145
|
|
|
72
|
%
|
|
(442
|
)%
|
|||
Net Loss per Diluted Share
|
(2.84
|
)
|
|
(3.82
|
)
|
|
(2.55
|
)
|
|
26
|
%
|
|
(50
|
)%
|
|||
Weighted Average Diluted Shares Outstanding
|
990
|
|
|
887
|
|
|
779
|
|
|
(12
|
)%
|
|
(14
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and Amortization
|
801
|
|
|
956
|
|
|
1,200
|
|
|
16
|
%
|
|
20
|
%
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Production
|
26
|
%
|
|
29
|
%
|
|
29
|
%
|
Completions
|
22
|
|
|
20
|
|
|
20
|
|
Drilling and Evaluation
|
24
|
|
|
22
|
|
|
22
|
|
Well Construction
|
28
|
|
|
29
|
|
|
29
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Western Hemisphere revenues declined slightly by
$5 million
in
2017
compared to
2016
, primarily due to lower activity concentrated in Argentina, Venezuela and Brazil in Drilling and Evaluation and Completions, the impact of the shutdown of our U.S. pressure pumping operations in the fourth quarter of 2016, as well as the negative impact from the change in accounting for revenue on a cash basis in Venezuela. Western Hemisphere revenues, excluding U.S. pressure pumping operations, improved $245 million, or 9%, in 2017 compared to 2016. These improvements were driven by higher activity and sales in the U.S. and Canada related to the
46%
increase in North American rig count since December 31, 2016 as well as improvements across all our product lines in Colombia benefiting from an increase in the number of operating rigs.
|
•
|
Eastern Hemisphere revenues declined $
45 million
, or
2%
, primarily due to lower activity related to the Zubair project, a non-renewal of a contract in the United Arab Emirates and overall lower demand for services and continued pricing pressures for Well Construction. Throughout the Asia markets we had a broad decline in demand across our product lines. Eastern Hemisphere revenues, excluding early production facility operations, improved $30 million, or 1%, in 2017 compared to 2016. This improvement was driven by improved customer activity in Russia for Drilling Services, Pressure Pumping and Well Construction operations, a full year for our Drilling Rigs contract in Algeria as well as overall improvements in Kuwait.
|
•
|
Western Hemisphere segment revenues declined
$2.3 billion
, or
44%
, in
2016
compared to
2015
, due to the
20%
decrease in Western Hemisphere rig count since December 31,
2015
, continued customer pricing pressures and reduced exploration activity due to lower customer spending across our product lines. The significantly lower activity particularly impacted artificial lift, well construction, and pressure pumping in the U.S and Canada. Revenues declined in Brazil, Argentina, and Colombia due to customer pricing adjustments and budget spending reductions by our customers. All these geographic locations were negatively impacted by the reduced demand and pricing pressure, with managed-pressure drilling, well construction, and drilling services as the most negatively impacted product lines.
|
•
|
Eastern Hemisphere segment revenues declined
$1.4 billion
, or
32%
, in
2016
compared to
2015
, due to the
10%
decrease in Eastern Hemisphere rig count since December 31,
2015
, continued customer pricing pressures and reduced activity from lower customer spending. The lower business activity negatively impacted revenue in most countries, particularly in Saudi Arabia, Kuwait, Iraq, Russia, the North Sea, Angola, Australia and Malaysia. Although many product lines were negatively impacted, the largest declines were in Well Construction, Tubular Running Services, and Completions. These declines were partly offset by an improvement from the recognition of revenue as part of the settlement agreement signed in the second quarter of 2016 for the Zubair project in Iraq.
|
•
|
Higher utilization in our product lines, improved sales mix and the continued realization of savings from cost reduction measures related to headcount reductions and facility closures, and lower depreciation and amortization due to decreased capital spending.
|
•
|
Long-lived asset impairments, write-downs and charges increased in 2017, offset by reduced litigation and restructuring charges;
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
(388
|
)
|
|
$
|
(304
|
)
|
|
$
|
715
|
|
Net Cash Used in Investing Activities
|
(62
|
)
|
|
(137
|
)
|
|
(659
|
)
|
|||
Net Cash Provided by Financing Activities
|
20
|
|
|
1,061
|
|
|
3
|
|
(Dollars in millions)
|
December 31, 2017
|
||
Facilities
|
$
|
1,375
|
|
Less Uses of Facilities:
|
|
||
Letters of Credit
|
110
|
|
|
Secured Term Loan Principal Borrowing
|
375
|
|
|
Borrowing Availability
|
$
|
890
|
|
1)
|
Leverage ratio of no greater than
2.5
to 1, which measures our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities to the trailing four quarters consolidated adjusted earnings before interest, taxes, depreciation, amortization and other specified charges (“Adjusted EBITDA”);
|
2)
|
Leverage and letters of credit ratio of no greater than
3.5
to 1, which is calculated as our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities and all letters of credit to the trailing four quarters Adjusted EBITDA; and
|
3)
|
Asset coverage ratio of at least
4.0
to 1, which is calculated as our asset value to indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities.
|
|
Payments Due by Period
|
||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2019 and 2020
|
|
2021 and 2022
|
|
Thereafter
|
|
Total
|
||||||||||
Short-term Debt
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Long-term Debt
(a)
|
137
|
|
|
1,192
|
|
|
2,676
|
|
|
3,840
|
|
|
7,845
|
|
|||||
Interest on Long-term Debt
|
564
|
|
|
1,019
|
|
|
755
|
|
|
2,724
|
|
|
5,062
|
|
|||||
Noncancellable Operating Leases
|
176
|
|
|
181
|
|
|
84
|
|
|
192
|
|
|
633
|
|
|||||
Purchase Obligations
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|||||
|
$
|
1,054
|
|
|
$
|
2,392
|
|
|
$
|
3,515
|
|
|
$
|
6,756
|
|
|
$
|
13,717
|
|
(a)
|
Amounts represent the expected cash payments of principal associated with our long-term debt. These amounts do not include the unamortized discounts or deferred gains on terminated interest rate swap agreements.
|
|
Estimated Useful Lives
|
Buildings and Leasehold
I
mprovements
|
10 – 40 years or lease term
|
Rental and Service Equipment
|
2 – 20 years
|
Machinery and Other
|
2 – 12 years
|
Intangible Assets
|
2 – 20 years
|
|
December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying Amount
|
|
Fair
Value
|
||||||||
6.35% Senior Notes due 2017
|
—
|
|
|
—
|
|
|
89
|
|
|
89
|
|
||||
6.00% Senior Notes due 2018
|
66
|
|
|
66
|
|
|
66
|
|
|
66
|
|
||||
9.625% Senior Notes due 2019
|
488
|
|
|
516
|
|
|
489
|
|
|
518
|
|
||||
5.125% Senior Notes due 2020
|
364
|
|
|
364
|
|
|
363
|
|
|
342
|
|
||||
5.875% Exchangeable Senior Notes due 2021
(a)
|
1,170
|
|
|
1,221
|
|
|
1,147
|
|
|
1,199
|
|
||||
7.75% Senior Notes due 2021
|
741
|
|
|
767
|
|
|
739
|
|
|
761
|
|
||||
4.50% Senior Notes due 2022
|
643
|
|
|
587
|
|
|
642
|
|
|
565
|
|
||||
8.250% Senior Notes due 2023
|
739
|
|
|
755
|
|
|
738
|
|
|
757
|
|
||||
9.875% Senior Notes due 2024
|
780
|
|
|
840
|
|
|
528
|
|
|
575
|
|
||||
6.50% Senior Notes due 2036
|
447
|
|
|
378
|
|
|
447
|
|
|
364
|
|
||||
6.80% Senior Notes due 2037
|
255
|
|
|
214
|
|
|
255
|
|
|
213
|
|
||||
7.00% Senior Notes due 2038
|
456
|
|
|
396
|
|
|
456
|
|
|
384
|
|
||||
9.875% Senior Notes due 2039
|
245
|
|
|
267
|
|
|
245
|
|
|
250
|
|
||||
6.75% Senior Notes due 2040
|
456
|
|
|
391
|
|
|
456
|
|
|
373
|
|
||||
5.95% Senior Notes due 2042
|
368
|
|
|
298
|
|
|
368
|
|
|
283
|
|
||||
Total
|
$
|
7,218
|
|
|
$
|
7,060
|
|
|
$
|
7,028
|
|
|
$
|
6,739
|
|
(a)
|
The Exchangeable Senior Notes due 2021 have been separated into the exchange feature, which is reported in
Capital in Excess of Par Value
, and the debt component, which is reflected in the table above and is reported in long-term debt. The estimated fair value reflected above is for the debt component only. The estimated fair value as of December 31, 2017 for the entire Exchangeable Senior Notes, which have a principal value of
$1.265 billion
, is
$1.358 billion
.
|
|
PAGE
|
|
|
Financial Statement Schedule II:
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
(Dollars and shares in millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Products
|
$
|
2,116
|
|
|
$
|
2,059
|
|
|
$
|
3,573
|
|
Services
|
3,583
|
|
|
3,690
|
|
|
5,860
|
|
|||
Total Revenues
|
5,699
|
|
|
5,749
|
|
|
9,433
|
|
|||
|
|
|
|
|
|
||||||
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of Products
|
2,142
|
|
|
2,143
|
|
|
3,433
|
|
|||
Cost of Services
|
2,747
|
|
|
3,046
|
|
|
4,588
|
|
|||
Research and Development
|
158
|
|
|
159
|
|
|
231
|
|
|||
Selling, General and Administrative Attributable to Segments
|
910
|
|
|
970
|
|
|
1,353
|
|
|||
Corporate General and Administrative
|
130
|
|
|
139
|
|
|
227
|
|
|||
Long-Lived Asset Impairments, Write-Downs and Other Charges
|
1,664
|
|
|
1,043
|
|
|
768
|
|
|||
Goodwill and Equity Investment Impairment
|
—
|
|
|
—
|
|
|
25
|
|
|||
Restructuring Charges
|
183
|
|
|
280
|
|
|
232
|
|
|||
Litigation Charges, Net
|
(10
|
)
|
|
220
|
|
|
116
|
|
|||
(Gain) Loss from Disposition of U.S. Pressure Pumping Assets and Businesses
|
(96
|
)
|
|
—
|
|
|
6
|
|
|||
Total Costs and Expenses
|
7,828
|
|
|
8,000
|
|
|
10,979
|
|
|||
|
|
|
|
|
|
||||||
Operating Loss
|
(2,129
|
)
|
|
(2,251
|
)
|
|
(1,546
|
)
|
|||
|
|
|
|
|
|
||||||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest Expense, Net
|
(579
|
)
|
|
(499
|
)
|
|
(468
|
)
|
|||
Warrant Fair Value Adjustment
|
86
|
|
|
16
|
|
|
—
|
|
|||
Bond Tender Premium, Net
|
—
|
|
|
(78
|
)
|
|
—
|
|
|||
Currency Devaluation Charges
|
—
|
|
|
(41
|
)
|
|
(85
|
)
|
|||
Other Income (Expense), Net
|
(34
|
)
|
|
(24
|
)
|
|
3
|
|
|||
|
|
|
|
|
|
||||||
Loss Before Income Taxes
|
(2,656
|
)
|
|
(2,877
|
)
|
|
(2,096
|
)
|
|||
Income Tax (Provision) Benefit
|
(137
|
)
|
|
(496
|
)
|
|
145
|
|
|||
Net Loss
|
(2,793
|
)
|
|
(3,373
|
)
|
|
(1,951
|
)
|
|||
Net Income Attributable to Noncontrolling Interests
|
20
|
|
|
19
|
|
|
34
|
|
|||
Net Loss Attributable to Weatherford
|
$
|
(2,813
|
)
|
|
$
|
(3,392
|
)
|
|
$
|
(1,985
|
)
|
|
|
|
|
|
|
||||||
Loss Per Share Attributable to Weatherford:
|
|
|
|
|
|
||||||
Basic & Diluted
|
$
|
(2.84
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
(2.55
|
)
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic & Diluted
|
990
|
|
|
887
|
|
|
779
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net Loss
|
$
|
(2,793
|
)
|
|
$
|
(3,373
|
)
|
|
$
|
(1,951
|
)
|
|
|
|
|
|
|
||||||
Foreign Currency Translation
|
130
|
|
|
(12
|
)
|
|
(789
|
)
|
|||
Defined Benefit Pension Activity
|
(39
|
)
|
|
42
|
|
|
28
|
|
|||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|||
Other Comprehensive Income (Loss)
|
91
|
|
|
31
|
|
|
(760
|
)
|
|||
Comprehensive Loss
|
(2,702
|
)
|
|
(3,342
|
)
|
|
(2,711
|
)
|
|||
Comprehensive Income Attributable to Noncontrolling Interests
|
20
|
|
|
19
|
|
|
34
|
|
|||
Comprehensive Loss Attributable to Weatherford
|
$
|
(2,722
|
)
|
|
$
|
(3,361
|
)
|
|
$
|
(2,745
|
)
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
|
|
|
||||
|
December 31,
|
||||||
(Dollars and shares in millions, except par value)
|
2017
|
|
2016
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
613
|
|
|
$
|
1,037
|
|
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $156 in 2017 and $129 in 2016
|
1,103
|
|
|
1,383
|
|
||
Inventories, Net
|
1,234
|
|
|
1,802
|
|
||
Prepaid Expenses
|
237
|
|
|
263
|
|
||
Other Current Assets
|
332
|
|
|
402
|
|
||
Current Assets Held for Sale
|
359
|
|
|
23
|
|
||
Total Current Assets
|
3,878
|
|
|
4,910
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
||||
Land, Buildings and Leasehold Improvements
|
1,551
|
|
|
1,622
|
|
||
Rental and Service Equipment
|
6,481
|
|
|
7,975
|
|
||
Machinery and Other
|
2,138
|
|
|
2,245
|
|
||
Property, Plant and Equipment, Gross
|
10,170
|
|
|
11,842
|
|
||
Less: Accumulated Depreciation
|
7,462
|
|
|
7,362
|
|
||
Property, Plant and Equipment, Net
|
2,708
|
|
|
4,480
|
|
||
|
|
|
|
||||
Goodwill
|
2,727
|
|
|
2,797
|
|
||
Intangible Assets, Net
|
213
|
|
|
248
|
|
||
Equity Investments
|
62
|
|
|
66
|
|
||
Other Non-current Assets
|
159
|
|
|
163
|
|
||
Total Assets
|
$
|
9,747
|
|
|
$
|
12,664
|
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term Borrowings and Current Portion of Long-term Debt
|
$
|
148
|
|
|
$
|
179
|
|
Accounts Payable
|
856
|
|
|
845
|
|
||
Accrued Salaries and Benefits
|
308
|
|
|
291
|
|
||
Income Taxes Payable
|
228
|
|
|
255
|
|
||
Other Current Liabilities
|
690
|
|
|
858
|
|
||
Total Current Liabilities
|
2,230
|
|
|
2,428
|
|
||
|
|
|
|
||||
Long-term Debt
|
7,541
|
|
|
7,403
|
|
||
Other Non-current Liabilities
|
547
|
|
|
765
|
|
||
Total Liabilities
|
10,318
|
|
|
10,596
|
|
||
|
|
|
|
||||
Shareholders’ (Deficiency) Equity:
|
|
|
|
||||
Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 993 shares and 983 shares at December 31, 2017 and 2016, respectively
|
1
|
|
|
1
|
|
||
Capital in Excess of Par Value
|
6,655
|
|
|
6,571
|
|
||
Retained Deficit
|
(5,763
|
)
|
|
(2,950
|
)
|
||
Accumulated Other Comprehensive Loss
|
(1,519
|
)
|
|
(1,610
|
)
|
||
Weatherford Shareholders’ (Deficiency) Equity
|
(626
|
)
|
|
2,012
|
|
||
Noncontrolling Interests
|
55
|
|
|
56
|
|
||
Total Shareholders’ (Deficiency) Equity
|
(571
|
)
|
|
2,068
|
|
||
Total Liabilities and Shareholders’ (Deficiency) Equity
|
$
|
9,747
|
|
|
$
|
12,664
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIENCY) EQUITY
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(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 (Deficiency)
|
||||||||||||
Balance at December 31, 2014
|
$
|
1
|
|
|
$
|
5,411
|
|
|
$
|
2,427
|
|
|
$
|
(881
|
)
|
|
$
|
75
|
|
|
$
|
7,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(1,985
|
)
|
|
—
|
|
|
34
|
|
|
(1,951
|
)
|
||||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(760
|
)
|
|
—
|
|
|
(760
|
)
|
||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
||||||
Balance at December 31, 2015
|
$
|
1
|
|
|
$
|
5,502
|
|
|
$
|
442
|
|
|
$
|
(1,641
|
)
|
|
$
|
61
|
|
|
$
|
4,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(3,392
|
)
|
|
—
|
|
|
19
|
|
|
(3,373
|
)
|
||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
||||||
Issuance of Common Shares
|
—
|
|
|
894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
894
|
|
||||||
Issuance of Exchangeable Notes
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
||||||
Balance at December 31, 2016
|
$
|
1
|
|
|
$
|
6,571
|
|
|
$
|
(2,950
|
)
|
|
$
|
(1,610
|
)
|
|
$
|
56
|
|
|
$
|
2,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(2,813
|
)
|
|
—
|
|
|
20
|
|
|
(2,793
|
)
|
||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
||||||
Balance at December 31, 2017
|
$
|
1
|
|
|
$
|
6,655
|
|
|
$
|
(5,763
|
)
|
|
$
|
(1,519
|
)
|
|
$
|
55
|
|
|
$
|
(571
|
)
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net Loss
|
$
|
(2,793
|
)
|
|
$
|
(3,373
|
)
|
|
$
|
(1,951
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
801
|
|
|
956
|
|
|
1,200
|
|
|||
Long-Lived Asset Impairments and Other Charges
|
928
|
|
|
436
|
|
|
638
|
|
|||
Venezuelan Receivables Write-Down
|
230
|
|
|
—
|
|
|
—
|
|
|||
Inventory Write-off and Other Related Charges
|
540
|
|
|
269
|
|
|
244
|
|
|||
Goodwill and Equity Investment Impairment
|
—
|
|
|
—
|
|
|
25
|
|
|||
Restructuring and Other Asset Charges
|
38
|
|
|
194
|
|
|
194
|
|
|||
Defined Benefit Pension Plan Gains
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Currency Devaluation Charges
|
—
|
|
|
41
|
|
|
85
|
|
|||
Litigation Charges (Credits)
|
(10
|
)
|
|
214
|
|
|
122
|
|
|||
Bond Tender Premium
|
—
|
|
|
78
|
|
|
—
|
|
|||
Employee Share-Based Compensation Expense
|
70
|
|
|
87
|
|
|
73
|
|
|||
Bad Debt Expense
|
8
|
|
|
69
|
|
|
48
|
|
|||
(Gain) Loss on Sale of Assets and Businesses, Net
|
(91
|
)
|
|
(10
|
)
|
|
30
|
|
|||
Deferred Income Tax Provision (Benefit)
|
(25
|
)
|
|
381
|
|
|
(448
|
)
|
|||
Warrant Fair Value Adjustment
|
(86
|
)
|
|
(16
|
)
|
|
—
|
|
|||
Other, Net
|
142
|
|
|
127
|
|
|
(32
|
)
|
|||
Change in Operating Assets and Liabilities, Net of Effect of Businesses Acquired:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(29
|
)
|
|
214
|
|
|
1,031
|
|
|||
Inventories
|
(37
|
)
|
|
260
|
|
|
349
|
|
|||
Other Current Assets
|
107
|
|
|
67
|
|
|
128
|
|
|||
Accounts Payable
|
(2
|
)
|
|
(21
|
)
|
|
(813
|
)
|
|||
Billings in Excess of Costs and Estimated Earnings
|
11
|
|
|
45
|
|
|
(1
|
)
|
|||
Accrued Litigation and Settlements
|
(123
|
)
|
|
(94
|
)
|
|
(128
|
)
|
|||
Other Current Liabilities
|
20
|
|
|
(201
|
)
|
|
(10
|
)
|
|||
Other, Net
|
(40
|
)
|
|
(27
|
)
|
|
(69
|
)
|
|||
Net Cash Provided by (Used in) Operating Activities
|
(388
|
)
|
|
(304
|
)
|
|
715
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital Expenditures for Property, Plant and Equipment
|
(225
|
)
|
|
(204
|
)
|
|
(682
|
)
|
|||
Acquisition of Assets Held for Sale
|
(244
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions of Businesses, Net of Cash Acquired
|
(7
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|||
Acquisition of Intellectual Property
|
(15
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|||
Insurance Proceeds Related to Asset Casualty Loss
|
—
|
|
|
39
|
|
|
—
|
|
|||
Proceeds (Payment) Related to Sale of Businesses and Equity Investment, Net
|
(1
|
)
|
|
(6
|
)
|
|
8
|
|
|||
Proceeds from Sale of Assets
|
51
|
|
|
49
|
|
|
37
|
|
|||
Proceeds from Disposition of U.S. Pressure Pumping and Pump-Down Perforating Assets
|
430
|
|
|
—
|
|
|
—
|
|
|||
Other Investing Activities
|
(51
|
)
|
|
—
|
|
|
—
|
|
|||
Net Cash Used in Investing Activities
|
(62
|
)
|
|
(137
|
)
|
|
(659
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Borrowings of Long-term Debt
|
250
|
|
|
3,681
|
|
|
4
|
|
|||
Repayments of Long-term Debt
|
(69
|
)
|
|
(1,963
|
)
|
|
(474
|
)
|
|||
Borrowings (Repayments) of Short-term Debt, Net
|
(128
|
)
|
|
(1,512
|
)
|
|
505
|
|
|||
Proceeds from Issuance of Ordinary Common Shares and Warrant
|
—
|
|
|
1,071
|
|
|
—
|
|
|||
Bond Tender Premium
|
—
|
|
|
(78
|
)
|
|
—
|
|
|||
Payment for Leased Asset Purchase
|
—
|
|
|
(87
|
)
|
|
—
|
|
|||
Other Financing Activities, Net
|
(33
|
)
|
|
(51
|
)
|
|
(32
|
)
|
|||
Net Cash Provided by Financing Activities
|
20
|
|
|
1,061
|
|
|
3
|
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
6
|
|
|
(50
|
)
|
|
(66
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(424
|
)
|
|
570
|
|
|
(7
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
1,037
|
|
|
467
|
|
|
474
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
613
|
|
|
$
|
1,037
|
|
|
$
|
467
|
|
|
|
December 31,
|
||
(Dollars in millions)
|
|
2017
|
||
Assets:
|
|
|
||
Inventory, Net
|
|
$
|
7
|
|
Property, Plant and Equipment, Net
|
|
222
|
|
|
Goodwill
|
|
162
|
|
|
Total Assets
|
|
$
|
391
|
|
|
|
|
||
Liabilities:
|
|
|
||
Long-term Debt
|
|
$
|
9
|
|
Other Liabilities
|
|
52
|
|
|
Total Liabilities
|
|
$
|
61
|
|
|
Year Ended December 31, 2017
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2016-17 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
Western Hemisphere
|
$
|
42
|
|
$
|
28
|
|
$
|
70
|
|
Eastern Hemisphere
|
35
|
|
42
|
|
77
|
|
|||
Corporate
|
32
|
|
4
|
|
36
|
|
|||
Total
|
$
|
109
|
|
$
|
74
|
|
$
|
183
|
|
|
Year Ended December 31, 2016
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2016 Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
Western Hemisphere
|
$
|
82
|
|
$
|
71
|
|
$
|
153
|
|
Eastern Hemisphere
|
62
|
|
13
|
|
75
|
|
|||
Corporate
|
52
|
|
—
|
|
52
|
|
|||
Total
|
$
|
196
|
|
$
|
84
|
|
$
|
280
|
|
|
Year Ended December 31, 2015
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
2015 Plan:
|
Charges
|
Charges
|
Other Charges
|
||||||
Western Hemisphere
|
$
|
68
|
|
$
|
26
|
|
$
|
94
|
|
Eastern Hemisphere
|
66
|
|
57
|
|
123
|
|
|||
Corporate
|
15
|
|
—
|
|
15
|
|
|||
Total
|
$
|
149
|
|
$
|
83
|
|
$
|
232
|
|
|
At December 31, 2017
|
||||||||||||||||
|
2016-17 and 2016 Plans
|
|
2015 Plan
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
Severance
|
||||||||||
|
Severance
|
Other
|
|
Severance
|
Other
|
|
and Other
|
||||||||||
(Dollars in millions)
|
Liability
|
Liability
|
|
Liability
|
Liability
|
|
Liability
|
||||||||||
Western Hemisphere
|
$
|
4
|
|
$
|
17
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
21
|
|
Eastern Hemisphere
|
7
|
|
18
|
|
|
—
|
|
5
|
|
|
30
|
|
|||||
Corporate
|
10
|
|
—
|
|
|
—
|
|
—
|
|
|
10
|
|
|||||
Total
|
$
|
21
|
|
$
|
35
|
|
|
$
|
—
|
|
$
|
5
|
|
|
$
|
61
|
|
|
|
|
Year Ended December 31, 2017
|
|
|
||||||||||||||
(Dollars in millions)
|
Accrued Balance at December 31, 2016
|
|
Charges
|
|
Cash Payments
|
|
Other
|
|
Accrued Balance at December 31, 2017
|
||||||||||
2016-17 and 2016 Plans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
$
|
52
|
|
|
$
|
109
|
|
|
$
|
(137
|
)
|
|
$
|
(3
|
)
|
|
$
|
21
|
|
Other restructuring liability
|
22
|
|
|
62
|
|
|
(26
|
)
|
|
(23
|
)
|
|
35
|
|
|||||
2015 Plan:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||||
Other restructuring liability
|
9
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
5
|
|
|||||
Total severance and other restructuring liability
|
$
|
86
|
|
|
$
|
171
|
|
|
$
|
(167
|
)
|
|
$
|
(29
|
)
|
|
$
|
61
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Interest paid
|
$
|
538
|
|
|
$
|
467
|
|
|
$
|
477
|
|
Income taxes paid, net of refunds
|
87
|
|
|
161
|
|
|
331
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
||||
Raw materials, components and supplies
|
$
|
144
|
|
|
$
|
168
|
|
Work in process
|
47
|
|
|
49
|
|
||
Finished goods
|
1,043
|
|
|
1,585
|
|
||
|
$
|
1,234
|
|
|
$
|
1,802
|
|
(Dollars in millions)
|
Western Hemisphere
|
Eastern Hemisphere
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
2,040
|
|
$
|
763
|
|
$
|
2,803
|
|
Foreign currency translation
|
25
|
|
(31
|
)
|
(6
|
)
|
|||
Balance at December 31, 2016
|
$
|
2,065
|
|
$
|
732
|
|
$
|
2,797
|
|
Disposals
|
(162
|
)
|
—
|
|
(162
|
)
|
|||
Foreign currency translation
|
55
|
|
37
|
|
92
|
|
|||
Balance at December 31, 2017
|
$
|
1,958
|
|
$
|
769
|
|
$
|
2,727
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Gross
|
|
|
|
Net
|
|
Gross
|
|
|
Net
|
||||||||||||
|
Carrying
|
|
Accumulated
|
|
Intangible
|
|
Carrying
|
|
Accumulated
|
Intangible
|
||||||||||||
(Dollars in millions)
|
Amount
|
|
Amortization
|
|
Assets
|
|
Amount
|
|
Amortization
|
Assets
|
||||||||||||
Acquired technology
|
$
|
390
|
|
|
$
|
(334
|
)
|
|
$
|
56
|
|
|
$
|
373
|
|
|
$
|
(300
|
)
|
$
|
73
|
|
Licenses
|
175
|
|
|
(168
|
)
|
|
7
|
|
|
177
|
|
|
(166
|
)
|
11
|
|
||||||
Patents
|
223
|
|
|
(144
|
)
|
|
79
|
|
|
215
|
|
|
(134
|
)
|
81
|
|
||||||
Customer Relationships and Contracts
|
197
|
|
|
(160
|
)
|
|
37
|
|
|
193
|
|
|
(144
|
)
|
49
|
|
||||||
Other
|
98
|
|
|
(64
|
)
|
|
34
|
|
|
91
|
|
|
(57
|
)
|
34
|
|
||||||
|
$
|
1,083
|
|
|
$
|
(870
|
)
|
|
$
|
213
|
|
|
$
|
1,049
|
|
|
$
|
(801
|
)
|
$
|
248
|
|
Period
|
Amount
|
|
|
2018
|
$
|
48
|
|
2019
|
42
|
|
|
2020
|
32
|
|
|
2021
|
20
|
|
|
2022
|
13
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
||||
Other Short-term Loans
|
$
|
11
|
|
|
$
|
2
|
|
Current Portion of Long-term Debt
|
137
|
|
|
177
|
|
||
Short-term Borrowings and Current Portion of Long-term Debt
|
$
|
148
|
|
|
$
|
179
|
|
(Dollars in millions)
|
December 31, 2017
|
||
Facilities
|
$
|
1,375
|
|
Less Uses of Facilities:
|
|
||
Letters of Credit
|
110
|
|
|
Secured Term Loan Principal Borrowing
|
375
|
|
|
Borrowing Availability
|
$
|
890
|
|
•
|
a prohibition against incurring debt, subject to permitted exceptions;
|
•
|
a restriction on creating liens on our assets and the assets of our operating subsidiaries, subject to permitted exceptions;
|
•
|
restrictions on mergers or asset dispositions;
|
•
|
restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business; and
|
•
|
maintenance of the following financial covenants, with terms as defined in the Credit Agreements:
|
1)
|
Leverage ratio of no greater than
2.5
to 1, which measures our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities to the trailing four quarters consolidated adjusted earnings before interest, taxes, depreciation, amortization and other specified charges (“Adjusted EBITDA”);
|
2)
|
Leverage and letters of credit ratio of no greater than
3.5
to 1, which is calculated as our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities and all letters of credit to the trailing four quarters Adjusted EBITDA; and
|
3)
|
Asset coverage ratio of at least
4.0
to 1, which is calculated as our asset value to indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities.
|
|
December 31,
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
||||
6.35% Senior Notes due 2017
|
—
|
|
|
89
|
|
||
6.00% Senior Notes due 2018
|
66
|
|
|
66
|
|
||
9.625% Senior Notes due 2019
|
488
|
|
|
489
|
|
||
5.125% Senior Notes due 2020
|
364
|
|
|
363
|
|
||
5.875% Exchangeable Senior Notes due 2021
|
1,170
|
|
|
1,147
|
|
||
7.75% Senior Notes due 2021
|
741
|
|
|
739
|
|
||
4.50% Senior Notes due 2022
|
643
|
|
|
642
|
|
||
8.25% Senior Notes due 2023
|
739
|
|
|
738
|
|
||
9.875% Senior Notes due 2024
|
780
|
|
|
528
|
|
||
6.50% Senior Notes due 2036
|
447
|
|
|
447
|
|
||
6.80% Senior Notes due 2037
|
255
|
|
|
255
|
|
||
7.00% Senior Notes due 2038
|
456
|
|
|
456
|
|
||
9.875% Senior Notes due 2039
|
245
|
|
|
245
|
|
||
6.75% Senior Notes due 2040
|
456
|
|
|
456
|
|
||
5.95% Senior Notes due 2042
|
368
|
|
|
368
|
|
||
Secured Term Loan due 2020
|
372
|
|
|
420
|
|
||
4.82% secured borrowing
|
—
|
|
|
5
|
|
||
Capital and Other Lease Obligations
|
86
|
|
|
120
|
|
||
Other
|
2
|
|
|
7
|
|
||
Total Senior Notes and Other Debt
|
7,678
|
|
|
7,580
|
|
||
Less: Amounts Due in One Year
|
137
|
|
|
177
|
|
||
Long-term Debt
|
$
|
7,541
|
|
|
$
|
7,403
|
|
2018
|
$
|
137
|
|
2019
|
543
|
|
|
2020
|
643
|
|
|
2021
|
1,918
|
|
|
2022
|
651
|
|
|
Thereafter
|
3,786
|
|
|
|
$
|
7,678
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
||||
Fair Value
|
$
|
7,060
|
|
|
$
|
6,739
|
|
Carrying Value
|
7,218
|
|
|
7,028
|
|
|
December 31,
|
|
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
Classifications
|
||||
Derivative Assets not Designated as Hedges:
|
|
|
|
|
|
||||
Foreign Currency Forward Contracts
|
$
|
5
|
|
|
$
|
7
|
|
|
Other Current Assets
|
|
|
|
|
|
|
||||
Derivative Liabilities not Designated as Hedges:
|
|
|
|
|
|
||||
Foreign Currency Forward Contracts
|
(4
|
)
|
|
(14
|
)
|
|
Other Current Liabilities
|
||
Warrant on Weatherford Shares
|
(70
|
)
|
|
(156
|
)
|
|
Other Non-current Liabilities
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Year Ended December 31,
|
|
|
||||||||||
(Dollars in millions)
|
|
|
2017
|
|
2016
|
|
2015
|
|
Classification
|
||||||
Foreign Currency Forward Contracts
|
|
|
$
|
(25
|
)
|
|
$
|
(25
|
)
|
|
$
|
(115
|
)
|
|
Other Income (Expense), Net
|
Cross-currency Swap Contracts
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
Other Income (Expense), Net
|
|||
Warrant on Weatherford Shares
|
|
|
86
|
|
|
16
|
|
|
—
|
|
|
Warrant Fair Value Adjustment
|
(Shares in millions)
|
Issued
|
|
Balance at December 31, 2014
|
774
|
|
Equity Awards Granted, Vested and Exercised
|
5
|
|
Balance at December 31, 2015
|
779
|
|
Share Issuance
|
200
|
|
Equity Awards Granted, Vested and Exercised
|
4
|
|
Balance at December 31, 2016
|
983
|
|
Equity Awards Granted, Vested and Exercised
|
10
|
|
Balance at December 31, 2017
|
993
|
|
(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 (Loss) Income before Reclassifications
|
(12
|
)
|
|
41
|
|
|
—
|
|
|
29
|
|
||||
Reclassifications
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
Net Activity
|
(12
|
)
|
|
42
|
|
|
1
|
|
|
31
|
|
||||
Balance at December 31, 2016
|
(1,614
|
)
|
|
13
|
|
|
(9
|
)
|
|
(1,610
|
)
|
||||
Other Comprehensive Income before Reclassifications
|
130
|
|
|
1
|
|
|
—
|
|
|
131
|
|
||||
Reclassifications
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||
Net Activity
|
130
|
|
|
(39
|
)
|
|
—
|
|
|
91
|
|
||||
Balance at December 31, 2017
|
$
|
(1,484
|
)
|
|
$
|
(26
|
)
|
|
$
|
(9
|
)
|
|
$
|
(1,519
|
)
|
|
Year Ended December 31,
|
|||||||
(Shares in millions)
|
2017
|
|
2016
|
|
2015
|
|||
Basic and Diluted Weighted Average Shares Outstanding
|
990
|
|
|
887
|
|
|
779
|
|
|
Year Ended December 31,
|
|||||||
(Shares in millions)
|
2017
|
|
2016
|
|
2015
|
|||
Anti-dilutive Potential Shares
|
250
|
|
|
104
|
|
|
3
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Share-based Compensation
|
$
|
70
|
|
|
$
|
87
|
|
|
$
|
73
|
|
Related Tax (Provision) Benefit
|
—
|
|
|
—
|
|
|
14
|
|
|
Options
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2016
|
598
|
|
|
$
|
12.59
|
|
|
0.91 years
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Expired
|
(398
|
)
|
|
10.42
|
|
|
|
|
|
|
||
Outstanding and Vested at December 31, 2017
|
200
|
|
|
16.92
|
|
|
0.89 years
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2017
|
—
|
|
|
—
|
|
|
0.00 years
|
|
—
|
|
|
|
RSA
|
|
Weighted
Average Grant Date
Fair Value
|
|
RSU
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Non-Vested at December 31, 2016
|
|
137
|
|
|
$
|
17.42
|
|
|
12,794
|
|
|
$
|
9.15
|
|
Granted
|
|
—
|
|
|
—
|
|
|
10,876
|
|
|
4.26
|
|
||
Vested
|
|
(86
|
)
|
|
17.35
|
|
|
(5,946
|
)
|
|
9.56
|
|
||
Forfeited
|
|
(11
|
)
|
|
16.35
|
|
|
(2,455
|
)
|
|
8.63
|
|
||
Non-Vested at December 31, 2017
|
|
40
|
|
|
17.87
|
|
|
15,269
|
|
|
5.58
|
|
|
Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Non-vested at December 31, 2016
|
1,932
|
|
|
$
|
7.08
|
|
Granted
|
3,070
|
|
|
6.06
|
|
|
Vested
|
(145
|
)
|
|
6.25
|
|
|
Forfeited
|
(1,767
|
)
|
|
7.15
|
|
|
Non-vested at December 31, 2017
|
3,090
|
|
|
6.07
|
|
|
Year Ended December 31,
|
||||
|
2017
|
|
2016
|
||
Discount rate:
|
|
|
|
||
United States Plans
|
3.00% - 3.50%
|
|
|
1.00% - 4.00%
|
|
International Plans
|
1.60% - 6.75%
|
|
|
1.90% - 7.50%
|
|
Rate of Compensation Increase:
|
|
|
|
|
|
United States Plans
|
—
|
|
|
—
|
|
International Plans
|
2.00% - 3.50%
|
|
|
2.00% - 3.50%
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Total Current Provision
|
$
|
(162
|
)
|
|
$
|
(115
|
)
|
|
$
|
(303
|
)
|
Total Deferred (Provision) Benefit
|
25
|
|
|
(381
|
)
|
|
448
|
|
|||
(Provision) Benefit for Income Taxes
|
$
|
(137
|
)
|
|
$
|
(496
|
)
|
|
$
|
145
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Swiss Federal Income Tax Rate at 7.83%
|
$
|
208
|
|
|
$
|
225
|
|
|
$
|
164
|
|
Tax on Operating Earnings Subject to Rates Different than the Swiss Federal Income Tax Rate
|
123
|
|
|
319
|
|
|
411
|
|
|||
U.S. Tax Reform - Remeasure of U.S. Deferred Tax Assets
|
(249
|
)
|
|
—
|
|
|
—
|
|
|||
Non-cash Tax Expense on Distribution of Subsidiary Earnings
|
—
|
|
|
(137
|
)
|
|
(265
|
)
|
|||
Change in Valuation Allowance Attributed to U.S. Tax Reform
|
301
|
|
|
—
|
|
|
—
|
|
|||
Change in Valuation Allowance
|
(459
|
)
|
|
(872
|
)
|
|
(159
|
)
|
|||
Change in Uncertain Tax Positions
|
(61
|
)
|
|
(31
|
)
|
|
(6
|
)
|
|||
(Provision) Benefit for Income Taxes
|
$
|
(137
|
)
|
|
$
|
(496
|
)
|
|
$
|
145
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
||||
Net Operating Losses Carryforwards
|
$
|
1,208
|
|
|
$
|
1,258
|
|
Accrued Liabilities and Reserves
|
266
|
|
|
200
|
|
||
Tax Credit Carryforwards
|
99
|
|
|
102
|
|
||
Employee Benefits
|
39
|
|
|
34
|
|
||
Inventory
|
129
|
|
|
75
|
|
||
Other Differences between Financial and Tax Basis
|
346
|
|
|
252
|
|
||
Valuation Allowance
|
(1,887
|
)
|
|
(1,738
|
)
|
||
Total Deferred Tax Assets
|
200
|
|
|
183
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Property, Plant and Equipment
|
(49
|
)
|
|
(13
|
)
|
||
Intangible Assets
|
(131
|
)
|
|
(212
|
)
|
||
Deferred Income
|
—
|
|
|
(9
|
)
|
||
Undistributed Subsidiary Earnings
|
—
|
|
|
—
|
|
||
Other Differences between Financial and Tax Basis
|
(71
|
)
|
|
(25
|
)
|
||
Total Deferred Tax Liabilities
|
(251
|
)
|
|
(259
|
)
|
||
Net Deferred Tax Asset (Liability)
|
$
|
(51
|
)
|
|
$
|
(76
|
)
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at Beginning of Year
|
$
|
208
|
|
|
$
|
195
|
|
|
$
|
235
|
|
Additions as a Result of Tax Positions Taken During a Prior Period
|
65
|
|
|
30
|
|
|
28
|
|
|||
Reductions as a Result of Tax Positions Taken During a Prior Period
|
(1
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|||
Additions as a Result of Tax Positions Taken During the Current Period
|
12
|
|
|
20
|
|
|
5
|
|
|||
Reductions Relating to Settlements with Taxing Authorities
|
(29
|
)
|
|
(19
|
)
|
|
(46
|
)
|
|||
Reductions as a Result of a Lapse of the Applicable Statute of Limitations
|
(38
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|||
Foreign Exchange Effects
|
—
|
|
|
(5
|
)
|
|
(11
|
)
|
|||
Balance at End of Year
|
$
|
217
|
|
|
$
|
208
|
|
|
$
|
195
|
|
2018
|
$
|
176
|
|
2019
|
112
|
|
|
2020
|
69
|
|
|
2021
|
52
|
|
|
2022
|
32
|
|
|
Thereafter
|
192
|
|
|
|
$
|
633
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
(Dollars in millions)
|
Net
Operating Revenues |
|
Income (Loss)
from Operations |
|
Depreciation
and Amortization |
|
Capital
Expenditures |
||||||||
Western Hemisphere
|
$
|
2,937
|
|
|
$
|
(115
|
)
|
|
$
|
352
|
|
|
$
|
70
|
|
Eastern Hemisphere
|
2,762
|
|
|
(143
|
)
|
|
443
|
|
|
130
|
|
||||
|
5,699
|
|
|
(258
|
)
|
|
795
|
|
|
200
|
|
||||
Corporate General and Administrative
|
|
|
(130
|
)
|
|
6
|
|
|
25
|
|
|||||
Long-Lived Asset Impairments, Write-Downs and Other Charges
(a)
|
|
|
(1,664
|
)
|
|
|
|
|
|||||||
Restructuring Charges
(b)
|
|
|
(183
|
)
|
|
|
|
|
|||||||
Litigation Charges, Net
|
|
|
10
|
|
|
|
|
|
|||||||
Gain from Disposition of U.S. Pressure Pumping Assets
(c)
|
|
|
96
|
|
|
|
|
|
|||||||
Total
|
$
|
5,699
|
|
|
$
|
(2,129
|
)
|
|
$
|
801
|
|
|
$
|
225
|
|
(a)
|
During 2017, impairments, asset write-downs and other include
$928 million
in long-lived asset impairments (of which
$740 million
relates to the write-down to the lower of carrying amount or fair value less cost to sell of our land drilling rigs assets classified as held for sale),
$506 million
of asset write-downs, charges and credits and
$230 million
in the write-down of Venezuelan receivables.
|
(b)
|
Includes restructuring charges of
$183 million
:
$70 million
in Western Hemisphere,
$77 million
in Eastern Hemisphere and
$36 million
in Corporate.
|
(c)
|
In the fourth quarter of 2017, we recognized a gain on the disposition of our U.S. pressure pumping and pump-down perforating assets.
|
|
Year Ended December 31, 2016
|
||||||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Loss from
Operations
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
||||||||
Western Hemisphere
|
$
|
2,942
|
|
|
$
|
(409
|
)
|
|
$
|
446
|
|
|
$
|
55
|
|
Eastern Hemisphere
|
2,807
|
|
|
(160
|
)
|
|
501
|
|
|
134
|
|
||||
|
5,749
|
|
|
(569
|
)
|
|
947
|
|
|
189
|
|
||||
Corporate General and Administrative
|
|
|
(139
|
)
|
|
9
|
|
|
15
|
|
|||||
Long-Lived Asset Impairment and Other Related Charges
(d)
|
|
|
(1,043
|
)
|
|
|
|
|
|||||||
Restructuring Charges
(e)
|
|
|
(280
|
)
|
|
|
|
|
|||||||
Litigation Charges
|
|
|
(220
|
)
|
|
|
|
|
|||||||
Total
|
$
|
5,749
|
|
|
$
|
(2,251
|
)
|
|
$
|
956
|
|
|
$
|
204
|
|
(d)
|
Includes
$710 million
related to long-lived asset impairments, asset write-downs, receivable write-offs and other charges and credits,
$219 million
in inventory write-downs and
$114 million
of pressure pumping related charges.
|
(e)
|
Includes restructuring charges of
$280 million
:
$153 million
in the Western Hemisphere,
$75 million
in the Eastern Hemisphere and
$52 million
in Corporate.
|
|
Year Ended December 31, 2015
|
||||||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss)
from
Operations
(f)
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
||||||||
Western Hemisphere
|
$
|
5,276
|
|
|
$
|
(180
|
)
|
|
$
|
621
|
|
|
$
|
390
|
|
Eastern Hemisphere
|
4,157
|
|
|
27
|
|
|
563
|
|
|
273
|
|
||||
|
9,433
|
|
|
(153
|
)
|
|
1,184
|
|
|
663
|
|
||||
Corporate General and Administrative
|
|
|
(194
|
)
|
|
16
|
|
|
19
|
|
|||||
Long-Lived Asset Impairments
(g)
|
|
|
(768
|
)
|
|
|
|
|
|||||||
Goodwill Impairment
|
|
|
(25
|
)
|
|
|
|
|
|||||||
Restructuring Charges
(h)
|
|
|
(232
|
)
|
|
|
|
|
|||||||
Litigation Charges
|
|
|
(116
|
)
|
|
|
|
|
|||||||
Loss on Sale of Businesses, Net
|
|
|
(6
|
)
|
|
|
|
|
|||||||
Other Items
(i)
|
|
|
(52
|
)
|
|
|
|
|
|||||||
Total
|
$
|
9,433
|
|
|
$
|
(1,546
|
)
|
|
$
|
1,200
|
|
|
$
|
682
|
|
(f)
|
Includes inventory write-downs of
$223 million
attributable to the reporting segments as follows:
$127 million
in the Western Hemisphere and
$96 million
in the Eastern Hemisphere. Also includes bad debt expense of
$48 million
of which
$31 million
was taken in the fourth quarter attributable to our reporting segments as follows:
$29 million
in the Western Hemisphere and
$19 million
in the Eastern Hemisphere.
|
(g)
|
Includes
$638 million
of long-lived asset impairment charges, supply agreement charges related to a non-core business divestiture of
$67 million
, and pressure pumping related charges of
$63 million
.
|
(h)
|
Includes restructuring charges of
$232 million
:
$94 million
in the Western Hemisphere,
$123 million
in the Eastern Hemisphere and
$15 million
in Corporate.
|
(i)
|
Includes
$17 million
in professional and other fees,
$11 million
in divestiture related charges and facility closures and
$24 million
in other charges.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Production
|
26
|
%
|
|
29
|
%
|
|
29
|
%
|
Completions
|
22
|
|
|
20
|
|
|
20
|
|
Drilling and Evaluation
|
24
|
|
|
22
|
|
|
22
|
|
Well Construction
|
28
|
|
|
29
|
|
|
29
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Revenues
|
|
Long-lived Assets
|
||||||||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
United States
|
$
|
1,555
|
|
|
$
|
1,523
|
|
|
$
|
2,864
|
|
|
$
|
870
|
|
|
$
|
1,008
|
|
Latin America
|
890
|
|
|
1,064
|
|
|
1,782
|
|
|
575
|
|
|
903
|
|
|||||
Canada
|
492
|
|
|
355
|
|
|
630
|
|
|
118
|
|
|
140
|
|
|||||
Western Hemisphere
|
$
|
2,937
|
|
|
$
|
2,942
|
|
|
$
|
5,276
|
|
|
$
|
1,563
|
|
|
$
|
2,051
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Middle East & North Africa
|
$
|
1,464
|
|
|
$
|
1,513
|
|
|
$
|
1,843
|
|
|
$
|
528
|
|
|
$
|
1,595
|
|
Europe/Sub-Sahara Africa/Russia
|
999
|
|
|
939
|
|
|
1,613
|
|
|
532
|
|
|
629
|
|
|||||
Asia
|
299
|
|
|
355
|
|
|
701
|
|
|
270
|
|
|
354
|
|
|||||
Eastern Hemisphere
|
$
|
2,762
|
|
|
$
|
2,807
|
|
|
$
|
4,157
|
|
|
$
|
1,330
|
|
|
$
|
2,578
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
5,699
|
|
|
$
|
5,749
|
|
|
$
|
9,433
|
|
|
$
|
2,893
|
|
|
$
|
4,629
|
|
(Dollars in Millions)
|
Weatherford Ireland
|
|
Weatherford Bermuda
|
|
Weatherford Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,699
|
|
|
$
|
—
|
|
|
$
|
5,699
|
|
Costs and Expenses
|
(19
|
)
|
|
45
|
|
|
2
|
|
|
(7,856
|
)
|
|
—
|
|
|
(7,828
|
)
|
||||||
Operating Income (Loss)
|
(19
|
)
|
|
45
|
|
|
2
|
|
|
(2,157
|
)
|
|
—
|
|
|
(2,129
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(583
|
)
|
|
(38
|
)
|
|
24
|
|
|
18
|
|
|
(579
|
)
|
||||||
Intercompany Charges, Net
|
12
|
|
|
148
|
|
|
(192
|
)
|
|
(103
|
)
|
|
135
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(2,891
|
)
|
|
(878
|
)
|
|
(437
|
)
|
|
—
|
|
|
4,206
|
|
|
—
|
|
||||||
Other Income (Expense), Net
|
85
|
|
|
(19
|
)
|
|
5
|
|
|
(11
|
)
|
|
(8
|
)
|
|
52
|
|
||||||
Income (Loss) Before Income Taxes
|
(2,813
|
)
|
|
(1,287
|
)
|
|
(660
|
)
|
|
(2,247
|
)
|
|
4,351
|
|
|
(2,656
|
)
|
||||||
(Provision) for Income Taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
||||||
Net Income (Loss)
|
(2,813
|
)
|
|
(1,287
|
)
|
|
(660
|
)
|
|
(2,384
|
)
|
|
4,351
|
|
|
(2,793
|
)
|
||||||
Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(2,813
|
)
|
|
$
|
(1,287
|
)
|
|
$
|
(660
|
)
|
|
$
|
(2,404
|
)
|
|
$
|
4,351
|
|
|
$
|
(2,813
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(2,722
|
)
|
|
$
|
(1,307
|
)
|
|
$
|
(700
|
)
|
|
$
|
(2,312
|
)
|
|
$
|
4,319
|
|
|
$
|
(2,722
|
)
|
(Dollars in millions)
|
Weatherford Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,749
|
|
|
$
|
—
|
|
|
$
|
5,749
|
|
Costs and Expenses
|
(151
|
)
|
|
(3
|
)
|
|
5
|
|
|
(7,851
|
)
|
|
—
|
|
|
(8,000
|
)
|
||||||
Operating Income (Loss)
|
(151
|
)
|
|
(3
|
)
|
|
5
|
|
|
(2,102
|
)
|
|
—
|
|
|
(2,251
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(465
|
)
|
|
(49
|
)
|
|
4
|
|
|
11
|
|
|
(499
|
)
|
||||||
Intercompany Charges, Net
|
(76
|
)
|
|
4
|
|
|
(196
|
)
|
|
(274
|
)
|
|
542
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(3,181
|
)
|
|
(2,403
|
)
|
|
(944
|
)
|
|
—
|
|
|
6,528
|
|
|
—
|
|
||||||
Other Income (Expense), Net
|
16
|
|
|
(38
|
)
|
|
43
|
|
|
(78
|
)
|
|
(70
|
)
|
|
(127
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(3,392
|
)
|
|
(2,905
|
)
|
|
(1,141
|
)
|
|
(2,450
|
)
|
|
7,011
|
|
|
(2,877
|
)
|
||||||
Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
(342
|
)
|
|
—
|
|
|
(496
|
)
|
||||||
Net Income (Loss)
|
(3,392
|
)
|
|
(2,905
|
)
|
|
(1,295
|
)
|
|
(2,792
|
)
|
|
7,011
|
|
|
(3,373
|
)
|
||||||
Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(3,392
|
)
|
|
$
|
(2,905
|
)
|
|
$
|
(1,295
|
)
|
|
$
|
(2,811
|
)
|
|
$
|
7,011
|
|
|
$
|
(3,392
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(3,361
|
)
|
|
$
|
(3,081
|
)
|
|
$
|
(1,425
|
)
|
|
$
|
(2,780
|
)
|
|
$
|
7,286
|
|
|
$
|
(3,361
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,433
|
|
|
$
|
—
|
|
|
$
|
9,433
|
|
Costs and Expenses
|
(101
|
)
|
|
(7
|
)
|
|
2
|
|
|
(10,873
|
)
|
|
—
|
|
|
(10,979
|
)
|
||||||
Operating Income (Loss)
|
(101
|
)
|
|
(7
|
)
|
|
2
|
|
|
(1,440
|
)
|
|
—
|
|
|
(1,546
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(398
|
)
|
|
(57
|
)
|
|
(13
|
)
|
|
—
|
|
|
(468
|
)
|
||||||
Intercompany Charges, Net
|
(83
|
)
|
|
(110
|
)
|
|
(282
|
)
|
|
(403
|
)
|
|
878
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(1,801
|
)
|
|
(1,868
|
)
|
|
(492
|
)
|
|
—
|
|
|
4,161
|
|
|
—
|
|
||||||
Other Income (Expense), Net
|
—
|
|
|
51
|
|
|
11
|
|
|
(144
|
)
|
|
—
|
|
|
(82
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(1,985
|
)
|
|
(2,332
|
)
|
|
(818
|
)
|
|
(2,000
|
)
|
|
5,039
|
|
|
(2,096
|
)
|
||||||
(Provision) Benefit for Income Taxes
|
—
|
|
|
—
|
|
|
114
|
|
|
31
|
|
|
—
|
|
|
145
|
|
||||||
Net Income (Loss)
|
(1,985
|
)
|
|
(2,332
|
)
|
|
(704
|
)
|
|
(1,969
|
)
|
|
5,039
|
|
|
(1,951
|
)
|
||||||
Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(1,985
|
)
|
|
$
|
(2,332
|
)
|
|
$
|
(704
|
)
|
|
$
|
(2,003
|
)
|
|
$
|
5,039
|
|
|
$
|
(1,985
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(2,745
|
)
|
|
$
|
(2,610
|
)
|
|
$
|
(754
|
)
|
|
$
|
(2,762
|
)
|
|
$
|
6,126
|
|
|
$
|
(2,745
|
)
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
613
|
|
Other Current Assets
|
1
|
|
|
—
|
|
|
516
|
|
|
3,298
|
|
|
(550
|
)
|
|
3,265
|
|
||||||
Total Current Assets
|
1
|
|
|
195
|
|
|
516
|
|
|
3,716
|
|
|
(550
|
)
|
|
3,878
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Investments in Affiliates
|
(460
|
)
|
|
7,998
|
|
|
8,009
|
|
|
530
|
|
|
(16,077
|
)
|
|
—
|
|
||||||
Intercompany Receivables, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
4,213
|
|
|
(4,213
|
)
|
|
—
|
|
||||||
Other Assets
|
—
|
|
|
8
|
|
|
4
|
|
|
5,857
|
|
|
—
|
|
|
5,869
|
|
||||||
Total Assets
|
$
|
(459
|
)
|
|
$
|
8,201
|
|
|
$
|
8,529
|
|
|
$
|
14,316
|
|
|
$
|
(20,840
|
)
|
|
$
|
9,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term Borrowings and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
148
|
|
Accounts Payable and Other Current Liabilities
|
10
|
|
|
183
|
|
|
—
|
|
|
2,439
|
|
|
(550
|
)
|
|
2,082
|
|
||||||
Total Current Liabilities
|
10
|
|
|
311
|
|
|
—
|
|
|
2,459
|
|
|
(550
|
)
|
|
2,230
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term Debt
|
—
|
|
|
7,127
|
|
|
166
|
|
|
159
|
|
|
89
|
|
|
7,541
|
|
||||||
Intercompany Payables, Net
|
87
|
|
|
242
|
|
|
3,884
|
|
|
—
|
|
|
(4,213
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
70
|
|
|
146
|
|
|
136
|
|
|
332
|
|
|
(137
|
)
|
|
547
|
|
||||||
Total Liabilities
|
167
|
|
|
7,826
|
|
|
4,186
|
|
|
2,950
|
|
|
(4,811
|
)
|
|
10,318
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weatherford Shareholders’
(Deficiency) Equity
|
(626
|
)
|
|
375
|
|
|
4,343
|
|
|
11,311
|
|
|
(16,029
|
)
|
|
(626
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||||
Total Liabilities and Shareholders’ (Deficiency) Equity
|
$
|
(459
|
)
|
|
$
|
8,201
|
|
|
$
|
8,529
|
|
|
$
|
14,316
|
|
|
$
|
(20,840
|
)
|
|
$
|
9,747
|
|
(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)
|
$
|
(2,813
|
)
|
|
$
|
(1,287
|
)
|
|
$
|
(660
|
)
|
|
$
|
(2,384
|
)
|
|
$
|
4,351
|
|
|
$
|
(2,793
|
)
|
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
(12
|
)
|
|
(148
|
)
|
|
192
|
|
|
103
|
|
|
(135
|
)
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
2,891
|
|
|
878
|
|
|
437
|
|
|
—
|
|
|
(4,206
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
|
|
|
(25
|
)
|
||||||
Other Adjustments
|
(278
|
)
|
|
1,236
|
|
|
66
|
|
|
1,416
|
|
|
(10
|
)
|
|
2,430
|
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
(212
|
)
|
|
679
|
|
|
35
|
|
|
(890
|
)
|
|
—
|
|
|
(388
|
)
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
||||||
Acquisition of Assets Held for Sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
|
—
|
|
|
(244
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Proceeds (Payment) Related to Sale of Businesses and Equity Investment, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Proceeds from Sale of Assets and U.S. Pressure Pumping and Pump-Down Perforating Assets and Other Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
481
|
|
|
—
|
|
|
481
|
|
||||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
||||||
Net Cash Used in Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(128
|
)
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
200
|
|
|
(94
|
)
|
|
75
|
|
|
—
|
|
|
181
|
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
212
|
|
|
(1,253
|
)
|
|
55
|
|
|
986
|
|
|
—
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
||||||
Net Cash Provided by Financing Activities
|
212
|
|
|
(1,070
|
)
|
|
(39
|
)
|
|
917
|
|
|
—
|
|
|
20
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
(391
|
)
|
|
(4
|
)
|
|
(29
|
)
|
|
—
|
|
|
(424
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
586
|
|
|
4
|
|
|
447
|
|
|
—
|
|
|
1,037
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
—
|
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
613
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(3,392
|
)
|
|
$
|
(2,905
|
)
|
|
$
|
(1,295
|
)
|
|
$
|
(2,792
|
)
|
|
$
|
7,011
|
|
|
$
|
(3,373
|
)
|
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Charges from Parent or Subsidiary
|
76
|
|
|
(4
|
)
|
|
196
|
|
|
274
|
|
|
(542
|
)
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
3,181
|
|
|
2,403
|
|
|
944
|
|
|
—
|
|
|
(6,528
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
26
|
|
|
355
|
|
|
—
|
|
|
381
|
|
||||||
Other Adjustments
|
1,230
|
|
|
75
|
|
|
257
|
|
|
1,067
|
|
|
59
|
|
|
2,688
|
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
1,095
|
|
|
(431
|
)
|
|
128
|
|
|
(1,096
|
)
|
|
—
|
|
|
(304
|
)
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
—
|
|
|
(204
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Insurance Proceeds Related to Insurance Casualty Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||
Proceeds (Payment) Related to Sale of Business and Equity Investment, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net Cash Used in Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
(1,497
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(1,512
|
)
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
2,299
|
|
|
(516
|
)
|
|
(65
|
)
|
|
—
|
|
|
1,718
|
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
(1,095
|
)
|
|
213
|
|
|
370
|
|
|
512
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from Issuance of Ordinary Common Shares and Warrant
|
—
|
|
|
—
|
|
|
—
|
|
|
1,071
|
|
|
—
|
|
|
1,071
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
||||||
Net Cash Provided by Financing Activities
|
(1,095
|
)
|
|
1,015
|
|
|
(146
|
)
|
|
1,287
|
|
|
—
|
|
|
1,061
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
||||||
Net Increase in Cash and Cash Equivalents
|
—
|
|
|
584
|
|
|
(18
|
)
|
|
4
|
|
|
—
|
|
|
570
|
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
2
|
|
|
22
|
|
|
443
|
|
|
—
|
|
|
467
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
—
|
|
|
$
|
586
|
|
|
$
|
4
|
|
|
$
|
447
|
|
|
$
|
—
|
|
|
$
|
1,037
|
|
(Dollars in millions)
|
Weatherford
Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(1,985
|
)
|
|
$
|
(2,332
|
)
|
|
$
|
(704
|
)
|
|
$
|
(1,969
|
)
|
|
$
|
5,039
|
|
|
$
|
(1,951
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
83
|
|
|
110
|
|
|
282
|
|
|
403
|
|
|
(878
|
)
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
1,801
|
|
|
1,868
|
|
|
492
|
|
|
—
|
|
|
(4,161
|
)
|
|
—
|
|
||||||
Deferred Income Tax (Provision) Benefit
|
—
|
|
|
—
|
|
|
14
|
|
|
(462
|
)
|
|
—
|
|
|
(448
|
)
|
||||||
Other Adjustments
|
(35
|
)
|
|
210
|
|
|
(86
|
)
|
|
3,025
|
|
|
—
|
|
|
3,114
|
|
||||||
Net Cash Provided by (Used in) Operating Activities
|
(136
|
)
|
|
(144
|
)
|
|
(2
|
)
|
|
997
|
|
|
—
|
|
|
715
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
—
|
|
|
(682
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Proceeds Related to Sale of Businesses and Equity Investment, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||
Net Cash Used in Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(659
|
)
|
|
—
|
|
|
(659
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
535
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
505
|
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
(411
|
)
|
|
(31
|
)
|
|
(28
|
)
|
|
—
|
|
|
(470
|
)
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
135
|
|
|
22
|
|
|
33
|
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Net Cash Provided by Financing Activities
|
135
|
|
|
146
|
|
|
2
|
|
|
(280
|
)
|
|
—
|
|
|
3
|
|
||||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
||||||
Net Increase in Cash and Cash Equivalents
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
1
|
|
|
—
|
|
|
22
|
|
|
451
|
|
|
—
|
|
|
474
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
22
|
|
|
$
|
443
|
|
|
$
|
—
|
|
|
$
|
467
|
|
|
2017 Quarters
|
|
|
||||||||||||||||
(Dollars in millions, except per share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
Revenues
|
$
|
1,386
|
|
|
$
|
1,363
|
|
|
$
|
1,460
|
|
|
$
|
1,490
|
|
|
$
|
5,699
|
|
Gross Profit
|
180
|
|
|
174
|
|
|
264
|
|
|
192
|
|
|
810
|
|
|||||
Net Loss Attributable to Weatherford
|
(448
|
)
|
(a)
|
(171
|
)
|
(b)
|
(256
|
)
|
(c)
|
(1,938
|
)
|
(d)
|
(2,813
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic & Diluted Loss Per Share
|
(0.45
|
)
|
|
(0.17
|
)
|
|
(0.26
|
)
|
|
(1.95
|
)
|
|
(2.84
|
)
|
(a)
|
Includes charges of
$134 million
primarily related to severance and restructuring charges, asset write-downs and a warrant fair value adjustment, partially offset by defined benefit pension plan reclassifications.
|
(b)
|
Includes credits of
$108 million
primarily related to gains on a warrant fair value and defined benefit pension plan reclassifications, partially offset by severance and restructuring charges and asset write-downs.
|
(c)
|
Includes charges of
$35 million
primarily related to severance and restructuring charges and a warrant fair value adjustment.
|
(d)
|
Includes charges of
$1.6 billion
primarily related to long-lived asset impairments (including the write-down to the lower of carrying amount or fair value less cost to sell of our land drilling rigs assets classified as held for sale), inventory write-downs, the write-down of Venezuelan receivables, severance and restructuring charges, partially offset by a gain on sale of assets and a warrant fair value adjustment.
|
|
2016 Quarters
|
|
|
||||||||||||||||
(Dollars in millions, except per share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
Revenues
|
$
|
1,585
|
|
|
$
|
1,402
|
|
|
$
|
1,356
|
|
|
$
|
1,406
|
|
|
$
|
5,749
|
|
Gross Profit
|
111
|
|
|
164
|
|
|
126
|
|
|
159
|
|
|
560
|
|
|||||
Net Loss Attributable to Weatherford
|
(498
|
)
|
(e)
|
(565
|
)
|
(f)
|
(1,780
|
)
|
(g)
|
(549
|
)
|
(h)
|
(3,392
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic & Diluted Loss Per Share
|
(0.61
|
)
|
|
(0.63
|
)
|
|
(1.98
|
)
|
|
(0.59
|
)
|
|
(3.82
|
)
|
(e)
|
Includes charges of
$285 million
primarily related to severance and restructuring, litigation charges, pressure pumping related charges and an estimated project loss on our long-term early production facility construction contract.
|
(f)
|
Includes charges of
$347 million
primarily related to litigation charges, an adjustment to a note from PDVSA to fair value, a bond tender premium incurred from a tender offer and severance and restructuring charges partially offset by an estimated project income on our long-term early production facility construction contract.
|
(g)
|
Includes charges of
$771 million
primarily related to long-lived asset impairments, inventory write-downs and severance and restructuring.
|
(h)
|
Includes charges of
$245 million
primarily related to severance and restructuring, litigation charges and pressure pumping related charges.
|
Plan Category
(Shares in thousands, except share prices)
|
Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(a)
|
|
Number of Securities Available for Future Issuance Under Equity Compensation Plans
(b)
|
||||
Equity compensation plans approved by shareholders
(c) (d)
|
18,359
|
|
|
$
|
—
|
|
|
32,802
|
|
Equity compensation plans not approved by shareholders
(e)
|
200
|
|
|
16.92
|
|
|
—
|
|
|
Total
|
18,559
|
|
|
16.92
|
|
|
32,802
|
|
(a)
|
The weighted average price does not take into account the shares issuable upon vesting of outstanding PUs or RSUs, which have no exercise price.
|
(b)
|
Excluding shares reflected in the first column of this table.
|
(c)
|
Includes our Omnibus Plan, which was approved by our shareholders in May 2006, our 2010 Omnibus Plan, as amended, which was approved by our shareholders in June 2010, and our Employee Stock Purchase Plan, which was approved by our shareholders in June 2016.
|
(d)
|
Number of securities to be issued includes PUs calculated at target.
|
(e)
|
Includes our 1998 Employee Stock Option Plan that was not approved by our shareholders. No awards have been issued under this plan since May 2006 when our Omnibus Plan was approved. The unapproved plan and other individual compensation arrangements that were not approved by our shareholders with significant shares to be issued are described below:
|
(a)
|
The following documents are filed as part of this report or incorporated by reference:
|
1.
|
The
Consolidated Financial Statements
of the Company listed on page
48
of this report.
|
2.
|
The financial statement schedule on page
110
of this report.
|
3.
|
The exhibits of the Company listed below under Item 15(b); all exhibits are incorporated herein by reference to a prior filing as indicated, unless designated by a dagger (†) or double dagger (††).
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
2.1
|
|
|
Exhibit 2.1 of the
Company's Current Report on Form 8-K filed April 2, 2014 |
|
File No. 1-34258
|
|
3.1
|
|
|
Exhibit 3.1 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
4.1
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed October 2, 2003 |
|
File No. 1-31339
|
|
4.2
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed March 25, 2008 |
|
File No. 1-31339
|
|
4.3
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed January 8, 2009 |
|
File No. 1-31339
|
|
4.4
|
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed February 26, 2009 |
|
File No. 1-34258
|
|
4.5
|
|
|
Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed November 2, 2010 |
|
File No. 1-34258
|
|
4.6
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
|
4.7
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed August 14, 2012 |
|
File No. 1-34258
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
4.8
|
|
|
Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed May 3, 2013 |
|
File No. 1-34258
|
|
4.9
|
|
|
Exhibit 4.1 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
4.10
|
|
|
Exhibit 4.1 of the
Company's Current Report on Form 8-K filed June 7, 2016 |
|
File No. 1-36504
|
|
4.11
|
|
|
Exhibit 4.1 of the
Company's Current Report on Form 8-K filed June 17, 2016 |
|
File No. 1-36504
|
|
4.12
|
|
|
Exhibit 4.1 of the
Company's Current Report on Form 8-K filed November 21, 2016 |
|
File No. 1-36504
|
|
4.13
|
|
|
Exhibit 4.3 of the
Company's Current Report on Form 8-K filed November 21, 2016 |
|
File No. 1-36504
|
|
4.14
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on June 18, 2007 |
|
File No. 1-31339
|
|
4.15
|
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed on June 18, 2007 |
|
File No. 1-31339
|
|
4.16
|
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed February 26, 2009 |
|
File No. 1-31339
|
|
4.17
|
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed August 14, 2012 |
|
File No. 1-34258
|
|
4.18
|
|
|
Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed May 3, 2013 |
|
File No. 1-34258
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
4.19
|
|
|
Exhibit 4.2 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
4.20
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
|
4.21
|
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
|
4.22
|
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
|
4.23
|
|
|
Exhibit A of Exhibit 4.2
to the Company's Current Report on Form 8-K filed
June 18, 2007
|
|
Reg. No. 333-146695
|
|
4.24
|
|
|
Exhibit A of Exhibit 4.2
to the Company's Current Report on Form 8-K filed
June 18, 2007
|
|
Reg. No. 333-146695
|
|
4.25
|
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed March 25, 2008 |
|
File No. 1-31339
|
|
4.26
|
|
|
Exhibit 4.4 to the
Company's Current Report on Form 8-K filed March 25, 2008 |
|
File No. 1-31339
|
|
4.27
|
|
|
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed January 8, 2009 |
|
File No. 1-31339
|
|
4.28
|
|
|
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed January 8, 2009 |
|
File No. 1-31339
|
|
4.29
|
|
|
Exhibit A-1 of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed September 22, 2010 |
|
File No. 1-34258
|
|
4.30
|
|
|
Exhibit A-2 of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed September 22, 2010 |
|
File No. 1-34258
|
|
4.31
|
|
|
Exhibit A-1 of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
|
4.32
|
|
|
Exhibit A-2 of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
4.33
|
|
|
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed June 7, 2016 |
|
File No. 1-36504
|
|
4.34
|
|
|
Annex A of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed June 17, 2016 |
|
File No. 1-36504
|
|
4.35
|
|
|
Annex B of Exhibit 4.1 to the Company's Current
Report on Form 8-K filed June 17, 2016 |
|
File No. 1-36504
|
|
4.36
|
|
|
Exhibit B of Exhibit 4.1
to the Company's Current Report on Form 8-K filed September 22, 2010 |
|
File No. 1-34258
|
|
4.37
|
|
|
Exhibit B of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed April 4, 2012 |
|
File No. 1-34258
|
|
*10.1
|
|
|
Exhibit 10.8 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
|
*10.2
|
|
|
Exhibit 10.6 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
|
*10.3
|
|
|
Exhibit 10.2 to the
Company's Current Report on Form 8-K filed December 31, 2009 |
|
File No. 1-34258
|
|
*10.4
|
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed March 23, 2010 |
|
File No. 1-34258
|
|
*10.5
|
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed April 9, 2010 |
|
File No. 1-34258
|
|
*10.6
|
|
|
Exhibit 10.10 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.7
|
|
|
Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed March 10, 2004 |
|
File No. 1-31339
|
|
*10.8
|
|
|
Exhibit 10.3 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.9
|
|
|
Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed July 24, 2015 |
|
File No. 1-36504
|
|
*10.10
|
|
|
Exhibit 10.5 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.11
|
|
|
Exhibit 10.46 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2006 filed February 23, 2007 |
|
File No. 1-31339
|
|
*10.12
|
|
|
Exhibit 10.3 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
|
*10.13
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed April 2, 2014 |
|
File No. 1-34258
|
|
*10.14
|
|
|
Exhibit 10.5 to the
Company's Current Report on Form 8-K filed December 31, 2008 |
|
File No. 1-31339
|
|
*10.15
|
|
|
Exhibit 10.6 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.16
|
|
|
Annex A of the Company's
Definitive Proxy Statement on Schedule 14A filed April 29, 2015 |
|
File No. 1-36504
|
|
*10.17
|
|
|
Annex A of the Company's
Definitive Proxy Statement on Schedule 14A filed April 25, 2017 |
|
File No. 1-36504
|
|
*10.18
|
|
|
Exhibit 10.7 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.19
|
|
|
Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed April 24, 2015 |
|
File No. 1-36504
|
|
*10.20
|
|
|
Exhibit 10.21 of the Company Annual Report on Form 10-K filed February 16, 2016
|
|
File No. 1-36504
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.21
|
|
|
Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed July 24, 2015 |
|
File No. 1-36504
|
|
*10.22
|
|
|
Exhibit 10.26 to the
Company's Annual Report on Form 10-K filed February 18, 2015 |
|
File No. 1-36504
|
|
*10.23
|
|
|
Exhibit 10.9 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.24
|
|
|
Exhibit 10.2 to the
Company's Current Report on Form 8-K filed March 4, 2014 |
|
File No. 1-34258
|
|
*10.25
|
|
|
Exhibit 10.28 of the Company's Annual Report on Form 10-K filed February 16, 2016
|
|
File No. 1-36504
|
|
*10.26
|
|
|
Exhibit 10.5 of the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 31, 2017, filed November 1, 2017 |
|
File No. 1-36504
|
|
†*10.27
|
|
|
|
|
File No. 1-36504
|
|
†*10.28
|
|
|
|
|
File No. 1-36504
|
|
†*10.29
|
|
|
|
|
File No. 1-36504
|
|
*10.30
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed March 4, 2014 |
|
File No. 1-34258
|
|
*10.31
|
|
|
Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed April 28, 2017 |
|
File No. 1-36504
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.32
|
|
|
Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 31, 2013 |
|
File No. 1-34258
|
|
*10.33
|
|
|
Exhibit 10.1 to the
Company's Current Report on Form 8-K filed November 4, 2013 |
|
File No. 1-34258
|
|
*10.34
|
|
|
Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed April 28, 2017 |
|
File No. 1-36504
|
|
†*10.35
|
|
|
|
|
File No. 1-36504
|
|
*10.36
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed December 15, 2016 |
|
File No. 1-36504
|
|
*10.37
|
|
|
Exhibit 10.11 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.38
|
|
|
Exhibit 10.12 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.39
|
|
|
Exhibit 10.4 of the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2017, filed November 1, 2017 |
|
File No. 1-36504
|
|
*10.40
|
|
|
Exhibit 10.13 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.41
|
|
|
Exhibit 10.14 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
10.42
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.43
|
|
|
Exhibit 10.2 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.44
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed July 22, 2016 |
|
File No. 1-36504
|
|
10.45
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed April 17, 2017 |
|
File No. 1-36504
|
|
10.46
|
|
|
Exhibit 10.3 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.47
|
|
|
Exhibit 10.2 of the
Company's Current Report on Form 8-K filed July 22, 2016 |
|
File No. 1-36504
|
|
10.48
|
|
|
Exhibit 10.2 of the
Company's Current Report on Form 8-K filed April 17, 2017 |
|
File No. 1-36504
|
|
10.49
|
|
|
Exhibit 10.4 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
10.50
|
|
|
Exhibit 10.5 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.51
|
|
|
Exhibit 10.6 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
†*10.52
|
|
|
|
|
File No. 1-36504
|
|
†12.1
|
|
|
|
|
|
|
†21.1
|
|
|
|
|
|
|
†23.1
|
|
|
|
|
|
|
†31.1
|
|
|
|
|
|
|
†31.2
|
|
|
|
|
|
|
††32.1
|
|
|
|
|
|
|
††32.2
|
|
|
|
|
|
|
**101
|
|
The following materials from Weatherford International plc's Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (1) the Consolidated Balance Sheets,
(2) the Consolidated Statements of Operations, (3) the Consolidated Statements of Comprehensive Income (Loss), (4) the Consolidated Statements of Shareholders' (Deficiency) Equity, (5) the Consolidated Statements of Cash Flows, and (6) the related notes to the Consolidated Financial Statements |
|
|
|
|
1.
|
Valuation and qualifying accounts and allowances.
|
|
|
Balance at
|
|
|
|
(Recovery)
|
|
|
|
Balance at
|
|||||
|
|
Beginning
|
|
|
|
and
|
|
|
|
End of
|
|||||
(Dollars in millions)
|
|
of Period
|
|
Expense
(a)
|
|
Additions
|
|
Other
(b) (c)
|
|
Period
|
|||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Allowance for Uncollectible Accounts Receivable
|
|
129
|
|
|
80
|
|
|
—
|
|
|
(53
|
)
|
|
156
|
|
Long-term Allowance for Uncollectible Accounts Receivable
|
|
—
|
|
|
158
|
|
|
—
|
|
|
15
|
|
|
173
|
|
Total Allowance for Uncollectible Accounts Receivable
|
|
129
|
|
|
238
|
|
|
—
|
|
|
(38
|
)
|
|
329
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Valuation Allowance on Deferred Tax Assets
|
|
1,738
|
|
|
158
|
|
|
—
|
|
|
(9
|
)
|
|
1,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for Uncollectible Accounts Receivable
|
|
113
|
|
|
69
|
|
|
—
|
|
|
(53
|
)
|
|
129
|
|
Valuation Allowance on Deferred Tax Assets
|
|
868
|
|
|
872
|
|
|
—
|
|
|
(2
|
)
|
|
1,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for Uncollectible Accounts Receivable
|
|
108
|
|
|
48
|
|
|
(1
|
)
|
|
(42
|
)
|
|
113
|
|
Valuation Allowance on Deferred Tax Assets
|
|
732
|
|
|
159
|
|
|
—
|
|
|
(23
|
)
|
|
868
|
|
(a)
|
In the second quarter of 2017, we changed the accounting for revenue with our primary customer in Venezuela and reclassified
$158 million
of net accounts receivable for this customer to Other Non-Current Assets on the accompanying
Consolidated Balance Sheets
. In the fourth quarter of 2017, we recorded an allowance for uncollectible long-term receivables for the full net amount of
$158 million
.
|
(b)
|
Other within the allowance for uncollectible accounts receivable as of December 2017 includes write-offs and amounts reclassified to long-term.
|
(c)
|
Other in 2017 for valuation allowance on deferred taxes primarily due to currency translation.
|
Signatures
|
Title
|
Date
|
|
|
|
/s/ Mark A. McCollum
|
President, Chief Executive Officer
and Director
|
February 14, 2018
|
Mark A. McCollum
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Christoph Bausch
|
Executive Vice President and
|
February 14, 2018
|
Christoph Bausch
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Douglas M. Mills
|
Vice President and
|
February 14, 2018
|
Douglas M. Mills
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Mohamed A. Awad
|
Director
|
February 14, 2018
|
Mohamed A. Awad
|
|
|
|
|
|
/s/ David J. Butters
|
Director
|
February 14, 2018
|
David J. Butters
|
|
|
|
|
|
/s/ Roxanne J. Decyk
|
Director
|
February 14, 2018
|
Roxanne J. Decyk
|
|
|
|
|
|
/s/John D. Gass
|
Director
|
February 14, 2018
|
John D. Gass
|
|
|
|
|
|
/s/Francis S. Kalman
|
Director
|
February 14, 2018
|
Francis S. Kalman
|
|
|
|
|
|
/s/ David S. King
|
Director
|
February 14, 2018
|
David S. King
|
|
|
|
|
|
/s/ William E. Macaulay
|
Chairman of the Board and Director
|
February 14, 2018
|
William E. Macaulay
|
|
|
|
|
|
/s/ Robert K. Moses, Jr.
|
Director
|
February 14, 2018
|
Robert K. Moses, Jr.
|
|
|
|
|
|
/s/Guillermo Ortiz
|
Director
|
February 14, 2018
|
Guillermo Ortiz
|
|
|
|
|
|
/s/ Emyr Jones Parry
|
Director
|
February 14, 2018
|
Emyr Jones Parry
|
|
|
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 the number of Units specified in this Agreement or as stated in the Holder’s online account with the Company’s designated broker/stock plan administrator. 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,
|
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 schedule set forth in the Holder’s online account with the Company’s designated broker/stock plan administrator (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).
|
(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 or Disability of the Holder, then, in such event, all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date of the termination of the Holder’s Employment or (ii) there is a Change of Control prior to one or more Vesting Dates, then all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date immediately preceding such Change of Control. For purposes of this Agreement, “
Change of Control
” shall have the meaning ascribed thereto in the Plan, except that if the Holder is party to or covered by any change of control agreement or arrangement with the Employer (as defined in Section 8), then “
Change of Control
” shall have the meaning set forth in such agreement or arrangement to the extent permitted by and otherwise consistent with the Plan.
|
(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 on each applicable Vesting Date under Section 4, the Company shall deliver or cause to be delivered a number of Shares equal to the number of Units with respect to which the Forfeiture Restrictions have lapsed (subject to the satisfaction by the Holder of any Tax-Related Items arising under Section 8 of this Agreement).
|
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,
|
8.
|
Responsibility for Taxes & Withholding
.
The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of the Company, as applicable, to the extent the Holder is employed by or seconded
|
(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
|
9.
|
Employment or Affiliation Relationship
.
The grant of Units and the Holder’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract or other affiliation with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Holder’s Employment. For purposes of this Agreement, the Holder shall be considered to be in the employment of, or affiliated with, the Company, the Employer or its Affiliates as long as the Holder has an active employment or affiliation relationship with the Company, the Employer or any Affiliate. The Committee shall determine any questions as to whether and when there has been a termination of the Holder’s Employment, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
|
10.
|
Voting and Other Rights
.
The Holder shall have no rights as a shareholder of the Company in respect of the Units, including the right to vote and to receive dividends and other distributions, until delivery of Shares in satisfaction of such Units.
|
11.
|
Data Privacy
. The Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Holder’s personal data as described in this Agreement and any other grant materials (“
Data
”) by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Holder understands that the Company and the Employer may hold certain personal information about the Holder, including, but not limited to, the Holder’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Holder’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Holder understands that Data will be transferred to Merrill Lynch, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Holder understands that the recipients of the Data may be located in Ireland, the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Holder’s country. The Holder understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Holder authorizes the Company, Merrill Lynch and any other possible recipients which may assist the
|
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
|
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 Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;
|
(f)
|
the Units and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(g)
|
the future value of the Shares underlying the Units is unknown, indeterminable and cannot be predicted with certainty;
|
(h)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Holder’s Employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Holder is employed or the terms of any employment agreement or arrangement in such jurisdiction, if any), and in consideration of the grant of the Units to which the Holder is otherwise not entitled, the Holder irrevocably agrees never to institute any claim against the Company,
any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company,
its Affiliates
and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Holder shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
(i)
|
for purposes of the Units and unless otherwise expressly provided in this Agreement or determined by the Company, the Holder’s right to vest in the Units under the Plan, if any, will terminate as of such termination date as determined by the Committee pursuant to Section 9 of this Agreement and will not be extended by any notice period (
e.g.
, Holder’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Holder is employed or the terms of the Holder’s employment agreement or arrangement in such jurisdiction, if any); the Committee shall have the exclusive discretion to determine when the Holder is no longer actively providing services for purposes of the Unit grant (including whether Holder may still be considered to be providing services while on a leave of absence);
|
(j)
|
unless otherwise provided in the Plan or by the Company in its discretion, the Units and the benefits evidenced by this Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting Shares;
|
(k)
|
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Holder’s participation in the Plan, or the Holder’s acquisition or sale of the underlying Shares. The Holder is hereby advised to consult with his or her own personal tax,
|
(l)
|
the following provisions apply only if the Holder is providing services outside the United States:
|
(i)
|
the Units and the Shares subject to the Units are not part of normal or expected compensation or salary for any purpose;
|
(ii)
|
The Holder acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Holder’s local currency and the United States Dollar that may affect the value of the Units or of any amounts due to the
|
19.
|
Section 409A
.
|
(a)
|
The delivery of the Holder’s Shares as described in Section 6 shall be made in accordance with such Section, provided that with respect to delivery due to termination of Employment for reasons other than death, the delivery at such time can be characterized as a “
short-term deferral
” for purposes of Section 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the delivery cannot be so characterized, and the Holder is a “
specified employee
” under Section 409A, such portion of the delivery shall be delayed until the earlier to occur of the Holder’s death or the date that is six months and one day following the Holder’s termination of Employment. For purposes of this Agreement, the terms “
terminates
,” “
terminated
,” “
termination
,” “
termination of employment
,” and variations thereof, as used in this Agreement to refer to the Holder’s termination of Employment, are intended to mean a termination of employment that constitutes a “
separation from service
” under Section 409A.
|
(b)
|
This Agreement and the Units provided hereunder are intended to comply with Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent. Although the Company and the Committee intend to administer this Agreement so that it will comply with the requirements of Section 409A, to the extent applicable, neither the Company nor the Committee represents or warrants that this Agreement will comply with Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company or its Affiliates, nor their respective directors, officers, employees or advisers shall be liable to any Holder (or any other individual claiming a benefit through the Holder) for any tax, interest, or penalties the Holder might owe as a result of participation in the Plan, and the Company and its Affiliates shall have no obligation to indemnify or otherwise protect any Holder from the obligation to pay any taxes pursuant to Section 409A.
|
20
.
|
Language
.
If the Holder has received this Agreement, or any other document related to the Units and/or the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
|
21.
|
Appendix
. Notwithstanding any provisions in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Holder’s country. Moreover, if the Holder relocates to one of the countries included in the Appendix, the special terms and conditions for such country
|
22.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Holder’s participation in the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Holder to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
23
.
|
Waiver
. The Holder acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Holder or any other Plan participants.
|
24
.
|
Entire Agreement.
This Agreement (and the Plan) represents the entire understanding and
|
WEATHERFORD INTERNATIONAL PLC
|
|
|
|
|
ADDRESS:
|
Weststrasse 1
|
Baar 6340, Switzerland
|
Attn: Corporate Secretary
|
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 the number of Units specified in this Agreement or as stated in the Holder’s online account with the Company’s designated broker/stock plan administrator. Each Unit shall, upon vesting pursuant to Section 4 and subject to the Performance Goal set out in Appendix A to this Agreement, be convertible into between 0.0 and 2.0 Shares (as defined in Section 5) (such amount being the “
Performance Multiplier
”), depending on the level of achievement of the Performance Goal during the Performance Measurement Period. The Company and the Holder agree that this Agreement, (including Appendix A and any country-specific appendix thereto) shall complete the terms of the Units. As used herein, “
Performance Measurement Period
” means the period commencing on January 1, 2018 and ending on December 31, 2020, provided, however, that if any Vesting Date (as defined in Section 4(a) below) occurs pursuant to Section 4(b), then the last day of the Performance Measurement Period shall be the first trading date immediately preceding the Vesting Date and the Performance Goal and Performance Multiplier shall be calculated as of such date (except where the Vesting Date occurs as a result of a Change of Control pursuant to Section 4(b)(ii), in which case the Performance Multiplier shall be equal to 2.0).
|
3.
|
Transfer Restrictions
.
Except as specified herein or in the Plan, the Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of. Any such attempted sale,
|
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 herein as of December 31, 2020 (the “
Vesting Date
”), provided that the Units have not been forfeited to the Company prior to such date pursuant to Section 4(c).
|
(b)
|
Notwithstanding Section 4(a), if (i) the Holder’s Employment with the Company and its Affiliates is terminated prior to the Vesting Date due to the death or Disability of the Holder, then, in such event, all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date of the termination of the Holder’s Employment or (ii) there is a Change of Control prior to the Vesting Date, then all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date immediately preceding such Change of Control; provided, that the foregoing provisions under clauses (i) and (ii) shall only apply following the completion of one year of a performance period, unless otherwise allowed under the terms of the Plan.
For purposes of this Agreement, “
Change of Control
” shall have the meaning ascribed thereto in the Plan, except that if the Holder is party to or covered by any change of control agreement or arrangement with the Employer (as defined in Section 8), then “
Change of Control
” shall have the meaning set forth in such agreement or arrangement to the extent permitted by and otherwise consistent with the Plan.
|
(c)
|
If the Holder’s Employment is terminated prior to the Vesting Date (other than a termination described in Section 4(b)), then any Forfeiture Restrictions that have not previously lapsed pursuant to the provisions of this Section 4 shall not lapse, and any Units with respect to which the Forfeiture Restrictions have not lapsed shall be forfeited to the Company on the date of the termination of the Holder’s Employment. In the event any Units are forfeited to the Company pursuant to this Agreement, the Company will not be obligated to pay the Holder any consideration whatsoever for the forfeited Units or the underlying Shares, and the Holder will have no rights to receive any consideration for the forfeited Units.
|
5.
|
No Dividend Equivalents
. If during the period the Holder holds any Units awarded hereby and 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
.
Subject to Section 19, upon the lapse of any Forfeiture Restrictions on the applicable Vesting Date described under Section 4, the Company shall deliver or cause to be delivered a number of Shares equal to the number of Units with respect to which the Forfeiture Restrictions have lapsed multiplied by the applicable Performance Multiplier (subject to the satisfaction by the Holder of any Tax-Related Items arising under Section 8 of this Agreement); provided, that if the Performance Multiplier is 0.0, then the Units shall be deemed forfeited on the applicable Vesting Date; provided further, that if the Vesting Date occurs under (i) Section 4(a), any Shares to be delivered shall be delivered between January 1, 2021 - March 1, 2021; and (ii) Section 4(b), any Shares to be delivered shall be delivered within sixty (60) days following the applicable Vesting Date described under Section 4(b).
|
7.
|
Capital Adjustments and Reorganizations
.
The existence of the Units shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any acquisition, merger, amalgamation or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference shares ahead of or affecting the Shares or the rights thereof, or the winding up, dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise, including a Change of Control (as defined in the Plan). An adjustment under this provision may have the effect of reducing the price at which Shares may be acquired to less than their nominal value (the “
Shortfall
”), but only if and to the extent that the Committee shall be authorized to capitalize from the reserves of the Company a sum equal to the Shortfall and to apply that sum in paying up that amount on the Shares.
|
8.
|
Responsibility for Taxes & Withholding
. The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of the Company, as applicable, to the extent the Holder is employed by or seconded to any such Affiliate (the “
Employer
”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Holder’s participation in the Plan and legally applicable to the Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“
Tax-Related Items
”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
(a)
|
withholding from the Holder’s wages or other cash compensation paid to the Holder by the Company and/or its Affiliates; or
|
(b)
|
withholding from proceeds of the Shares acquired following the lapse of the Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on the Holder’s behalf pursuant to this authorization without further consent); or
|
(c)
|
withholding in Shares to be delivered upon the lapse of the Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, that if the Holder is a Section 16
|
9.
|
Employment or Affiliation Relationship
.
The grant of Units and the Holder’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract or other affiliation with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Holder’s Employment. For purposes of this Agreement, the Holder shall be considered to be in the employment of, or affiliated with, the Company, the Employer or its Affiliates as long as the Holder has an active employment or affiliation relationship with the Company, the Employer or any Affiliate. The Committee shall determine any questions as to whether and when there has been a termination of the Holder’s Employment, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
|
10.
|
Voting and Other Rights
.
The Holder shall have no rights as a shareholder of the Company in respect of the Units, including the right to vote and to receive dividends and other distributions, until delivery of Shares in satisfaction of such Units.
|
11.
|
Data Privacy
. The Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Holder’s personal data as described in this Agreement and any other grant materials (“
Data
”) by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Holder understands that the Company and the Employer may hold certain personal information about the Holder, including, but not limited to, the Holder’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Holder’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Holder understands that Data will be transferred to Merrill Lynch, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Holder understands that the recipients of the Data may be located in Ireland, the United States or elsewhere, and that the recipients’ country (
e.g.
, the United States) may have different data privacy laws and protections than the Holder’s country. The Holder understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.
|
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
|
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 this Agreement. The Holder also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Holder hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agree that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Holder hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
17.
|
Counterparts
.
This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.
|
a.
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
b.
|
the grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted in the past;
|
c.
|
all decisions with respect to future Unit or other grants, if any, will be at the sole discretion of the Company;
|
d.
|
the Holder is voluntarily participating in the Plan;
|
e.
|
the Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;
|
f.
|
the Units and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination,
|
g.
|
the future value of the Shares underlying the Units is unknown, indeterminable and cannot be predicted with certainty;
|
h.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Holder’s Employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Holder is employed or the terms of any employment agreement or arrangement in such jurisdiction, if any), and in consideration of the grant of the Units to which the Holder is otherwise not entitled, the Holder irrevocably agrees never to institute any claim against the Company,
any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company,
its Affiliates
and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Holder shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
i.
|
for purposes of the Units and unless otherwise expressly provided in this Agreement or determined by the Company, the Holder’s right to vest in the Units under the Plan, if any, will terminate as of such termination date as determined by the Committee pursuant to Section 4 of this Agreement and will not be extended by any notice period (
e.g.
, Holder’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Holder is employed or the terms of the Holder’s employment agreement or arrangement in such jurisdiction, if any); the Committee shall have the exclusive discretion to determine when the Holder is no longer actively providing services for purposes of the Unit grant (including whether Holder may still be considered to be providing services while on a leave of absence);
|
j.
|
unless otherwise provided in the Plan or by the Company in its discretion, the Units and the benefits evidenced by this Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting Shares;
|
k.
|
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Holder’s participation in the Plan, or the Holder’s acquisition or sale of the underlying Shares. The Holder is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan; and
|
l.
|
the following provisions apply only if the Holder is providing services outside the United States:
|
(a)
|
The delivery of the Holder’s Shares as described in Section 6 shall be made in accordance with such Section, provided that with respect to delivery due to termination of Employment for reasons other than death, the delivery at such time can be characterized as a “
short-term deferral
” for purposes of Section 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the delivery cannot be so characterized, and the Holder is a “
specified employee
” under Section 409A, such portion of the delivery shall be delayed until the earlier to occur of the Holder’s death or the date that is six months and one day following the Holder’s termination of Employment. For purposes of this Agreement, the terms “
terminates
,” “
terminated
,” “
termination
,” “
termination of employment
,” and variations thereof, as used in this Agreement to refer to the Holder’s termination of Employment, are intended to mean a termination of employment that constitutes a “
separation from service
” under Section 409A, to the extent applicable.
|
(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, or otherwise.
|
20
.
|
Language
.
If the Holder has received this Agreement, or any other document related to the Units and/or the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
|
21.
|
Appendix
. Notwithstanding any provisions in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Holder’s country. Moreover, if the Holder relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Holder, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
|
22.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Holder’s participation in the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Holder to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
23
.
|
Waiver
. The Holder acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Holder or any other Plan participants.
|
24
.
|
Entire Agreement.
This Agreement (and the Plan) represents the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters including any employment agreements between the Holder and the Company and/or its Affiliates.
|
WEATHERFORD INTERNATIONAL PLC
|
|
|
|
|
ADDRESS:
|
Weststrasse 1
|
Baar 6340, Switzerland
|
Attn: Corporate Secretary
|
Relative Total Shareholder
Return Percentile Ranking
|
Performance Multiplier
|
*
|
0.0
|
*
|
0.5
|
*
|
1.0
|
*
|
2.0
|
*
|
2.0
|
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 the number of Units specified in this Agreement or as stated in the Holder’s online account with the Company’s designated broker/stock plan administrator. Each Unit shall, upon vesting pursuant to Section 4 and subject to the Performance Goal set out in Appendix A to this Agreement, be convertible into between 0.0 and 2.0 Shares (as defined in Section 5) (such amount being the “
Performance Multiplier
”), depending on the level of achievement of the Performance Goal during the Performance Measurement Period. The Company and the Holder agree that this Agreement, (including Appendix A and any country-specific appendix thereto) shall complete the terms of the Units. As used herein, “
Performance Measurement Period
” means the period commencing on January 1, 2018 and ending on December 31, 2020, provided, however, that if any Vesting Date (as defined in Section 4(a) below) occurs pursuant to Section 4(b), then the last day of the Performance Measurement Period shall be the first business day immediately preceding the Vesting Date and the Performance Goal and Performance Multiplier shall be calculated as of such date (except where the Vesting Date occurs as a result of a Change of Control pursuant to Section 4(b)(ii), in which case the Performance Multiplier shall be equal to 2.0).
|
3.
|
Transfer Restrictions
.
Except as specified herein or in the Plan, the Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of. Any such attempted sale,
|
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 herein as of December 31, 2020 (the “
Vesting Date
”), provided that the Units have not been forfeited to the Company prior to such date pursuant to Section 4(c).
|
(b)
|
Notwithstanding Section 4(a), if (i) the Holder’s Employment with the Company and its Affiliates is terminated prior to the Vesting Date due to the death or Disability of the Holder, then, in any such event, all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date of the termination of the Holder’s Employment or (ii) there is a Change of Control prior to the Vesting Date, then all remaining Forfeiture Restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date immediately preceding such Change of Control; provided, that the foregoing provisions under clauses (i) and (ii) shall only apply following the completion of one year of a performance period, unless otherwise allowed under the terms of the Plan.
For purposes of this Agreement, “
Change of Control
” shall have the meaning ascribed thereto in the Plan, except that if the Holder is party to or covered by any change of control agreement or arrangement with the Employer (as defined in Section 8), then “
Change of Control
” shall have the meaning set forth in such agreement or arrangement to the extent permitted by and otherwise consistent with the Plan.
|
(c)
|
If the Holder’s Employment is terminated prior to the Vesting Date (other than a termination described in Section 4(b)), then any Forfeiture Restrictions that have not previously lapsed pursuant to the provisions of this Section 4 shall not lapse, and any Units with respect to which the Forfeiture Restrictions have not lapsed shall be forfeited to the Company on the date of the termination of the Holder’s Employment. In the event any Units are forfeited to the Company pursuant to this Agreement, the Company will not be obligated to pay the Holder any consideration whatsoever for the forfeited Units or the underlying Shares, and the Holder will have no rights to receive any consideration for the forfeited Units.
|
5.
|
No Dividend Equivalents
. If during the period the Holder holds any Units awarded hereby and 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
.
Subject to Section 19, upon the lapse of any Forfeiture Restrictions on the applicable Vesting Date described under Section 4, the Company shall deliver or cause to be delivered a number of Shares equal to the number of Units with respect to which the Forfeiture Restrictions have lapsed multiplied by the applicable Performance Multiplier (subject to the satisfaction by the Holder of any Tax-Related Items arising under Section 8 of this Agreement); provided, that if the Performance Multiplier is 0.0, then the Units shall be deemed forfeited on the applicable Vesting Date; provided further, that if the Vesting Date occurs under (i) Section 4(a), any Shares to be delivered shall be delivered between January 1, 2021 - March 1, 2021; and (ii) Section 4(b), any Shares to be delivered shall be delivered within sixty (60) days following the applicable Vesting Date described under Section 4(b).
|
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,
|
8.
|
Responsibility for Taxes & Withholding
. The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of the Company, as applicable, to the extent the Holder is employed by or seconded to any such Affiliate (the “
Employer
”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Holder’s participation in the Plan and legally applicable to the Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“
Tax-Related Items
”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
(a)
|
withholding from the Holder’s wages or other cash compensation paid to the Holder by the Company and/or its Affiliates; or
|
(b)
|
withholding from proceeds of the Shares acquired following the lapse of the Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on the Holder’s behalf pursuant to this authorization without further consent); or
|
(c)
|
withholding in Shares to be delivered upon the lapse of the Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, that if the Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(c) herein and, if the Committee does not exercise its
|
9.
|
Employment or Affiliation Relationship
.
The grant of Units and the Holder’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract or other affiliation with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Holder’s Employment. For purposes of this Agreement, the Holder shall be considered to be in the employment of, or affiliated with, the Company, the Employer or its Affiliates as long as the Holder has an active employment or affiliation relationship with the Company, the Employer or any Affiliate. The Committee shall determine any questions as to whether and when there has been a termination of the Holder’s Employment, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
|
10.
|
Voting and Other Rights
.
The Holder shall have no rights as a shareholder of the Company in respect of the Units, including the right to vote and to receive dividends and other distributions, until delivery of Shares in satisfaction of such Units.
|
11.
|
Data Privacy
. The Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Holder’s personal data as described in this Agreement and any other grant materials (“
Data
”) by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Holder understands that the Company and the Employer may hold certain personal information about the Holder, including, but not limited to, the Holder’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Holder’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Holder understands that Data will be transferred to Merrill Lynch, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Holder understands that the recipients of the Data may be located in Ireland, the United States or elsewhere, and that the recipients’ country (
e.g.
, the United States) may have different data privacy laws and protections than the Holder’s country. The Holder understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.
|
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 this Agreement. The Holder also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Holder hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agree that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Holder hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
17.
|
Counterparts
.
This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.
|
a.
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
b.
|
the grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted in the past;
|
c.
|
all decisions with respect to future Unit or other grants, if any, will be at the sole discretion of the Company;
|
d.
|
the Holder is voluntarily participating in the Plan;
|
e.
|
the Units and the Shares subject to the Units are not intended to replace any pension rights or compensation;
|
f.
|
the Units and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
g.
|
the future value of the Shares underlying the Units is unknown, indeterminable and cannot be predicted with certainty;
|
h.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Holder’s Employment (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Holder is employed or the terms of any employment agreement or arrangement in such jurisdiction, if any), and in consideration of the grant of the Units to which the Holder is otherwise not entitled, the Holder irrevocably agrees never to institute any claim against the Company,
any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company,
its Affiliates
and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Holder shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
i.
|
for purposes of the Units and unless otherwise expressly provided in this Agreement or determined by the Company, the Holder’s right to vest in the Units under the Plan, if any, will terminate as of such termination date as determined by the Committee pursuant to Section 4 of this Agreement and will not be extended by any notice period (
e.g.
, Holder’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Holder is employed or the terms of the Holder’s employment agreement or arrangement in such jurisdiction, if any); the Committee shall have the exclusive discretion to determine when the Holder is no longer actively providing services for purposes of the Unit grant (including whether Holder may still be considered to be providing services while on a leave of absence);
|
j.
|
unless otherwise provided in the Plan or by the Company in its discretion, the Units and the benefits evidenced by this Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting Shares;
|
k.
|
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Holder’s participation in the Plan, or the Holder’s acquisition or sale of the underlying Shares. The Holder is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan; and
|
l.
|
the following provisions apply only if the Holder is providing services outside the United States:
|
(a)
|
The delivery of the Holder’s Shares as described in Section 6 shall be made in accordance with such Section, provided that with respect to delivery due to termination of Employment for reasons other than death, the delivery at such time can be characterized as a “
short-term deferral
” for purposes of Section 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the delivery cannot be so characterized, and the Holder is a “
specified employee
” under Section 409A, such portion of the delivery shall be delayed until the earlier to occur of the Holder’s death or the date that is six months and one day following the Holder’s termination of Employment. For purposes of this Agreement, the terms “
terminates
,” “
terminated
,” “
termination
,” “
termination of employment
,” and variations thereof, as used in this Agreement to refer to the Holder’s termination of Employment, are intended to mean a termination of employment that constitutes a “
separation from service
” under Section 409A, to the extent applicable.
|
(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, or otherwise.
|
20
.
|
Language
.
If the Holder has received this Agreement, or any other document related to the Units and/or the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
|
21.
|
Appendix
. Notwithstanding any provisions in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Holder’s country. Moreover, if the Holder relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Holder, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
|
22.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Holder’s participation in the Plan, on the Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Holder to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
23
.
|
Waiver
. The Holder acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Holder or any other Plan participants.
|
24
.
|
Entire Agreement.
This Agreement (and the Plan) represents the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters including any employment agreements between the Holder and the Company and/or its Affiliates.
|
WEATHERFORD INTERNATIONAL PLC
|
|
|
|
|
ADDRESS:
|
Weststrasse 1
|
Baar 6340, Switzerland
|
Attn: Corporate Secretary
|
Average Return on Capital Employed Over Performance Measurement Period
|
Performance Multiplier
|
*
|
0.0
|
*
|
0.5
|
*
|
1.0
|
*
|
2.0
|
*
|
2.0
|
James Lukey
|
VP Human Resources
|
Weatherford
|
2000 St. James Place
|
Houston, Texas 77056
|
James.Lukey@ap.weatherford.com
|
Mario Ruscev
|
5642 Willers Way
|
Houston, Texas 77056
|
Mario.Ruscev@wanadoo.fr
|
By:
|
/s/
James Lukey
|
|
Date:
|
September 19, 2017
|
|
Weatherford
|
|
|
|
|
James Lukey
|
|
|
|
|
VP Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mario Ruscev
|
|
Date:
|
September 18, 2017
|
|
Mario Ruscev
|
|
|
|
TABLE OF CONTENTS
|
Page
|
|
||
|
|
|||
ARTICLE I. DEFINITIONS
|
1
|
|
||
|
1.1
|
Certain Definitions
|
1
|
|
|
1.2
|
Terms Defined Elsewhere in this Agreement
|
9
|
|
|
1.3
|
Other Definitional and Interpretive Matters
|
10
|
|
|
|
|
|
|
ARTICLE II. ORGANIZATION OF THE COMPANY
|
11
|
|
||
|
2.1
|
Consideration
|
11
|
|
|
2.2
|
Payment of Purchase Price
|
11
|
|
|
2.3
|
Allocation of Purchase Price and Purchase Price Allocation Forms
|
11
|
|
|
|
|
|
|
ARTICLE III. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES
|
12
|
|
||
|
3.1
|
Purchase and Sale of Assets
|
12
|
|
|
3.2
|
Excluded Assets
|
13
|
|
|
3.3
|
Assumption of Liabilities
|
13
|
|
|
3.4
|
Excluded Liabilities
|
14
|
|
|
3.5
|
Further Conveyances and Assumptions; Consent of Third Parties
|
14
|
|
|
3.6
|
Use of Marks
|
16
|
|
|
|
|
|
|
ARTICLE IV. CLOSING AND TERMINATION
|
16
|
|
||
|
4.1
|
Closing Date
|
16
|
|
|
4.2
|
Deliveries by Weatherford at the Closing
|
16
|
|
|
4.3
|
Deliveries by Schlumberger at the Closing
|
16
|
|
|
|
|
|
|
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF WEATHERFORD
|
17
|
|
||
|
5.1
|
Organization and Good Standing
|
17
|
|
|
5.2
|
Authorization of Agreement
|
17
|
|
|
5.3
|
Conflicts; Consents of Third Parties
|
18
|
|
|
5.4
|
Title to Contributed Assets; Sufficiency; Condition
|
18
|
|
|
5.5
|
No Material Changes
|
18
|
|
|
5.6
|
Taxes
|
19
|
|
|
5.7
|
Real Property
|
19
|
|
|
5.8
|
Tangible Personal Property
|
21
|
|
|
5.9
|
Material Contracts
|
21
|
|
|
5.10
|
Employee Benefits
|
22
|
|
|
5.11
|
Labor
|
23
|
|
|
5.12
|
Litigation
|
24
|
|
|
5.13
|
Compliance with Laws; Permits
|
24
|
|
|
5.14
|
Environmental Matters
|
24
|
|
|
5.15
|
Anti-Corruption
|
25
|
|
|
5.16
|
Compliance with Trade Laws
|
25
|
|
|
5.17
|
Financial Advisors
|
25
|
|
|
5.18
|
No Other Representations or Warranties; Schedules
|
25
|
|
|
|
|
|
|
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF SCHLUMBERGER
|
26
|
|
||
|
6.1
|
Organization and Good Standing
|
26
|
|
|
6.2
|
Authorization of Agreement
|
26
|
|
|
6.3
|
Conflicts; Consents of Third Parties
|
26
|
|
|
6.4
|
Litigation
|
27
|
|
|
6.5
|
Financial Advisor
|
27
|
|
|
6.6
|
“AS IS” Transaction
|
27
|
|
|
|
|
|
|
i
|
TABLE OF CONTENTS
|
|
|||
(Continued)
|
Page
|
|||
|
|
|
|
|
ARTICLE VII. COVENANTS
|
28
|
|
||
|
7.1
|
Consents
|
28
|
|
|
7.2
|
Use of Name
|
28
|
|
|
7.3
|
Preservation of Records
|
28
|
|
|
7.4
|
Publicity
|
28
|
|
|
7.5
|
Non-solicit; Confidential Information
|
29
|
|
|
7.6
|
Tax Matters
|
30
|
|
|
7.7
|
Schlumberger Purchase under Certain Excluded Contracts
|
32
|
|
|
7.8
|
Know-how
|
32
|
|
|
7.9
|
Confidentiality
|
33
|
|
|
7.10
|
No Warranties
|
34
|
|
|
|
|
|
|
ARTICLE VIII. [RESERVED]
|
34
|
|
||
|
|
|||
ARTICLE IX. INDEMNIFICATION
|
34
|
|
||
|
9.1
|
Survival of Representations and Warranties
|
34
|
|
|
9.2
|
Indemnifications
|
34
|
|
|
9.3
|
Indemnification Procedures
|
35
|
|
|
9.4
|
Limitations on Indemnification for Breaches of Representations and Warranties
|
36
|
|
|
9.5
|
Tax Indemnification
|
37
|
|
|
9.6
|
No Consequential Damages
|
37
|
|
|
9.7
|
Exclusive Remedy; Negligence of Indemnified Parties
|
38
|
|
|
|
|
|
|
ARTICLE X. MISCELLANEOUS
|
38
|
|
||
|
10.1
|
Expenses
|
38
|
|
|
10.2
|
Waiver of Jury Trial; Submission to Jurisdiction; Consent to Service of Process
|
40
|
|
|
10.3
|
Entire Agreement; Amendments and Waivers
|
40
|
|
|
10.4
|
Governing Law
|
41
|
|
|
10.5
|
Notices
|
68
|
|
|
10.6
|
Severability
|
69
|
|
|
10.7
|
Binding Effect; Assignment
|
69
|
|
|
10.8
|
Counterparts
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ii
|
TABLE OF CONTENTS
|
Page
|
|
(Continued)
|
|
|
Schedules
|
|
|
|
|
|
1.1(a)
|
Weatherford Employees
|
|
1.1(b)
|
Excluded Contracts
|
|
1.1(c)
|
Knowledge
|
|
1.1(d)
|
Indebtedness
|
|
3.1(k)
|
Purchased Assets
|
|
5.5
|
No Material Changes
|
|
5.7
|
Real Property
|
|
5.8
|
Personal Property
|
|
5.9
|
Material Contracts
|
|
5.11
|
Labor
|
|
|
|
|
Exhibits
|
|
|
|
|
|
A
|
Terms of Purchase Under Certain Excluded Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iii
|
Claim
|
9.3(a)
|
Closing
|
4.1
|
Closing Date
|
4.1
|
Confidential Information
|
7.5(b)
|
Excluded Assets
|
3.2
|
Excluded Liabilities
|
3.4
|
Expenses
|
9.2(a)(iv)
|
FCPA
|
1.1 (in Prohibited Payments definition)
|
Fundamental Representations
|
9.1
|
Leased Real Property
|
5.7(a)(i)
|
Losses
|
9.2(a)(i)
|
Marks
|
1.1 (in Intellectual Property definition)
|
Material Contracts
|
5.9(a)
|
MFA
|
10.3
|
Nonassignable Assets
|
3.5(c)
|
Other Real Property Rights
|
5.7(a)(i)
|
Owned Real Property
|
5.7(a)(i)
|
Personal Property Leases
|
5.8(b)
|
Purchase Price
|
2.1
|
Purchased Assets
|
3.1
|
Real Property Lease
|
5.7(b)
|
Schlumberger
|
Recitals
|
Schlumberger Documents
|
6.2
|
Schlumberger Indemnified Parties
|
9.2(a)
|
Straddle Period Tax Returns
|
7.6(a)(vi)
|
Survival Period
|
9.1
|
Tax Matter
|
7.6(a)(vii)
|
Third Party Claims
|
3.2(h)
|
Transfer Taxes
|
7.6(b)
|
Weatherford Documents
|
5.2
|
Weatherford Indemnified Parties
|
9.2(b)
|
Weatherford Joint Facility
|
5.7(c)
|
Weatherford Marks
|
7.2
|
Willful Breach
|
9.7
|
Weatherford International plc
|
|
2000 St. James Place
|
|
Houston, Texas 77056
|
|
Attention:
|
General Counsel Attention, Legal.M&A@weatherford.com
|
Latham & Watkins LLP
|
|
811 Main Street, Suite 3700
|
|
Houston, Texas 77002
|
|
Attention:
|
Ryan J. Maierson,
ryan.maierson@lw.com
|
|
John M. Greer,
john.greer@lw.com
|
Schlumberger Technology Corporation
|
|
5599 San Felipe, 3rd Floor
|
|
Houston, Texas 77056
|
|
Attention:
|
Senior Legal Counsel , Kwilson4@slb.com
|
Baker & Hostetler LLP
|
|
811 Main Street, Suite 1100
|
|
Houston, Texas 77002
|
|
Attention:
|
W. Robert Shearer, rshearer@bakerlaw.com
|
|
John M. Greer,
john.greer@lw.com
|
WEATHERFORD U.S. HOLDINGS, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Charity R. Kohl
|
Name:
|
Charity R. Kohl
|
Title:
|
Vice President
|
SCHLUMBERGER TECHNOLOGY CORPORATION
|
|
|
|
|
|
By:
|
/s/ Judith McGlaughlin
|
Name:
|
Judith McGlaughlin
|
Title:
|
Vice President
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in millions except ratios)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Income (Loss) from continuing operations before income taxes
(a)
|
|
$
|
(2,653
|
)
|
|
$
|
(2,868
|
)
|
|
$
|
(2,099
|
)
|
|
$
|
(261
|
)
|
|
$
|
(207
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(b)
|
|
595
|
|
|
506
|
|
|
474
|
|
|
507
|
|
|
524
|
|
|||||
Capitalized Interest
|
|
1
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|
4
|
|
|||||
Interest factor portion of rentals
(c)
|
|
52
|
|
|
86
|
|
|
114
|
|
|
132
|
|
|
131
|
|
|||||
Total fixed charges
|
|
648
|
|
|
593
|
|
|
589
|
|
|
644
|
|
|
659
|
|
|||||
Less: Capitalized Interest
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||||
Earnings (loss) before income taxes and fixed charges
|
|
$
|
(2,006
|
)
|
|
$
|
(2,276
|
)
|
|
$
|
(1,511
|
)
|
|
$
|
378
|
|
|
$
|
448
|
|
Ratio of earnings to fixed charges
(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Income from continuing operations before income taxes has been adjusted to include only distributed income of less-than-fifty-percent-owned persons.
|
(b)
|
Interest expense consists of interest expense incurred from continuing operations and amortization of debt issuance costs.
|
(c)
|
Interest factor portion of rentals is estimated to be one-third of rental expense.
|
(d)
|
For the years ended
December 31, 2017
,
2016
,
2015
,
2014
and
2013
, earnings, as defined, before fixed charges were inadequate to cover fixed charges by
$2.7 billion
,
$2.9 billion
,
$2.1 billion
,
$266 million
and
$211 million
, respectively.
|
Name of Company
|
Jurisdiction
|
Key International Drilling Company Limited
|
Bermuda
|
PD Oilfield Services Mexicana, S. de R.L. de C.V.
|
Mexico
|
Precision Drilling Services M.E.W.L.L.
|
United Arab Emirates
|
Precision Energy Services Saudi Arabia Co. Ltd.
|
Saudi Arabia
|
PT. Weatherford Indonesia
|
Indonesia
|
Reeves Wireline Technologies Limited
|
England
|
Weatherford (Malaysia) Sdn. Bhd.
|
Malaysia
|
Weatherford Al-Rushaid Co. Ltd.
|
Saudi Arabia
|
Weatherford Artificial Lift Systems, LLC
|
Delaware
|
Weatherford Asia Pacific Pte Ltd
|
Singapore
|
Weatherford Australia Pty. Limited
|
Australia
|
Weatherford Bermuda Holdings Ltd.
|
Bermuda
|
Weatherford Canada Ltd.
|
Canada
|
Weatherford de Mexico, S. de R.L. de C.V.
|
Mexico
|
Weatherford Drilling International (BVI) Ltd.
|
British Virgin Islands
|
Weatherford Drilling International Holdings (BVI) Ltd.
|
British Virgin Islands
|
Weatherford Holding GmbH
|
Germany
|
Weatherford Industria e Comercio Ltda.
|
Brazil
|
Weatherford International de Argentina S.A.
|
Argentina
|
Weatherford International Ltd.
|
Bermuda
|
Weatherford International, LLC
|
Delaware
|
Weatherford Latin America, S.C.A.
|
Venezuela
|
Weatherford Management Company Switzerland Sarl
|
Switzerland
|
Weatherford Oil Tool GmbH
|
Germany
|
Weatherford Oil Tool Middle East Limited
|
British Virgin Islands
|
Weatherford Products GmbH
|
Switzerland
|
Weatherford Services and Rentals Ltd.
|
British Virgin Islands
|
Weatherford Services, Ltd.
|
Bermuda
|
Weatherford Switzerland Trading and Development GmbH
|
Switzerland
|
Weatherford U.S., L.P.
|
Louisiana
|
Weatherford U.S. Holdings, L.L.C.
|
Delaware
|
Weatherford, LLC
|
Russia
|
WEUS Holding, LLC
|
Delaware
|
WFO S.A. de C.V.
|
Mexico
|
1.
|
I have reviewed this
annual report
on
Form 10-K
of Weatherford International plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: February 14, 2018
|
|
|
|
/s/ Mark A. McCollum
|
|
|
|
Mark A. McCollum
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this
annual report
on
Form 10-K
of Weatherford International plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: February 14, 2018
|
|
|
|
/s/ Christoph Bausch
|
|
|
|
Christoph Bausch
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Mark A. McCollum
|
|
|
|
|
|
|
Name:
|
Mark A. McCollum
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
Date:
|
February 14, 2018
|
|
|
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Christoph Bausch
|
|
|
|
|
|
|
Name:
|
Christoph Bausch
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
Date:
|
February 14, 2018
|
|
|
|
|
|
|