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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
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 timely execute and 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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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, business enhancements, transformation efforts and the cost and support reduction plans;
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•
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our high level of indebtedness and its impact on our ability to maintain sufficient liquidity to fund our operations or otherwise meet our obligations as they come due in the future;
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•
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our ability to meet the continued listing standards required by the New York Stock Exchange (the “NYSE”);
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increases in the prices and availability of our procured products and services;
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potential non-cash asset impairment charges for long-lived assets, goodwill, intangible assets or other assets;
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changes to our effective tax rate;
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•
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ability to realize cost savings and business enhancements from our transformation efforts;
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•
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downturns in our industry which could affect the carrying value of our goodwill, intangible assets or other assets and impact our ability to generate sufficient liquidity or cash flow to fund our operations or otherwise meet our obligations as they come due in the future;
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member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
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adverse weather conditions in certain regions of our operations;
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our ability to maintain our Swiss tax residency;
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failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to environmental and tax and accounting laws, rules and regulations;
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•
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our ability to attract, motivate and retain employees, including key personnel;
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•
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limited authorized share capital, access to capital, significantly higher cost of capital, or difficulty or inability to raise additional funds in the equity or debt capital markets or from other financing sources, as a result of changes in market conditions, our financial situation or our credit rating; and
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•
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our ability to extend and/or refinance our Credit Agreements on terms favorable to the Company and comply with restrictions and covenants contained therein.
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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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59
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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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54
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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 International plc, 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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51
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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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Karl Blanchard
(a)
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59
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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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Stuart Fraser
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51
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Vice President and Chief Accounting Officer of Weatherford International plc, since April 2018
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Vice President and Controller Regions and Purchasing, Sourcing and Logistics of Weatherford International plc, May 2017 to March 2018
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Vice President and Global Controller – Operations of Weatherford International plc, March 2015 to April 2017
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Transformation Project Manager – Liquidity Optimization of Schlumberger, July 2014 to February 2015
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Controller Global Drilling Group of Schlumberger, January 2011 to June 2014
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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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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;
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•
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limiting our access to the inventory and services needed to operate our business;
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requiring us to secure additional sources of liquidity, which may or may not be available to us; 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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volatility in political, social and economic conditions;
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•
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exposure to expropriation of our assets or other governmental actions;
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social unrest, acts of terrorism, war or other armed conflict:
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•
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confiscatory taxation or other adverse tax policies;
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•
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deprivation of contract rights;
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trade and economic sanctions or other restrictions imposed by the European Union, the United States or other countries;
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•
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exposure under the United States Foreign Corrupt Practices Act (“FCPA”) or similar legislation;
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restrictions on the repatriation of income or capital;
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•
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currency exchange controls;
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•
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inflation; and
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•
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currency exchange rate fluctuations and devaluations.
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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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we could be forced into bankruptcy or liquidation.
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incur additional indebtedness;
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pay dividends and make other distributions;
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prepay, redeem or repurchase certain debt;
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make loans and investments;
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sell assets and incur liens;
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enter into transactions with affiliates;
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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consolidate, merge or sell all or substantially all of our assets.
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limited in how we conduct our business;
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•
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unable to raise additional debt or 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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these transactions have and do 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, including our cash flow, repayment of indebtedness or compliance with debt covenants;
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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, including receiving the expected cash proceeds.
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Region
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Specific Location
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Western Hemisphere:
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Pearland, 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; Sandnes and Stavanger, Norway; Balkanabat, Turkmenistan; 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; Dongying, Jiangsu and Shifang, China; Barmer, India; and Singapore, Singapore.
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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 20 – Disputes, Litigation and Legal Contingencies
.”
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Year Ended December 31,
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||||||||||||||||||
(Dollars in millions, except per share amounts)
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2018
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2017
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2016
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2015
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2014
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||||||||||
Statements of Operations Data:
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||||||||||
Revenues
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$
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5,744
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$
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5,699
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$
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5,749
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$
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9,433
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$
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14,911
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Operating Income (Loss)
|
(2,084
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)
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(2,170
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)
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(2,245
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)
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(1,546
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)
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505
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Net Loss Attributable to Weatherford
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(2,811
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)
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(2,813
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)
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(3,392
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)
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(1,985
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)
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(584
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)
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|||||
Basic and Diluted Loss Per Share Attributable To Weatherford
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(2.82
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)
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(2.84
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)
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(3.82
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)
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(2.55
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)
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(0.75
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)
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||||||||||
Balance Sheet Data:
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||||||||||
Total Assets
|
$
|
6,601
|
|
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$
|
9,747
|
|
|
$
|
12,664
|
|
|
$
|
14,760
|
|
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$
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18,854
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Short-term Borrowings and Current Portion of Long-term Debt
|
383
|
|
|
148
|
|
|
179
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|
|
1,582
|
|
|
727
|
|
|||||
Long-term Debt
|
7,605
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|
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7,541
|
|
|
7,403
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|
|
5,852
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|
|
6,762
|
|
|||||
Total Shareholders’ (Deficiency) Equity
|
(3,666
|
)
|
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(571
|
)
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2,068
|
|
|
4,365
|
|
|
7,033
|
|
•
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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.
|
•
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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.
|
•
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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.
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•
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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. During 2018, we disposed of our Kuwait and Saudi Arabia land drilling rigs operations. Our remaining land drilling rig business is part of Well Construction and nearly all our remaining land drilling rigs assets were classified as held for sale as of December 31, 2018.
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WTI Oil
(a)
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Henry Hub Gas
(b)
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North
American
Rig Count
(c)
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International Rig
Count
(c)
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||||||
2018
|
$
|
45.41
|
|
|
$
|
2.94
|
|
|
1,223
|
|
|
988
|
|
2017
|
60.42
|
|
|
2.95
|
|
|
1,082
|
|
|
948
|
|
||
2016
|
53.72
|
|
|
3.68
|
|
|
639
|
|
|
955
|
|
(a)
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Price per barrel of West Texas Intermediate (“WTI”) crude oil as of the last business day of the year indicated at Cushing Oklahoma – Source: Thomson Reuters
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(b)
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Price per MM/BTU as of the last business day of the year indicated at Henry Hub Louisiana – Source: Thomson Reuters
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(c)
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Average rig count – Source: Baker Hughes Rig Count
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Year Ended December 31,
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|||||||
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2018
|
|
2017
|
|
2016
|
|||
Production
|
27
|
%
|
|
26
|
%
|
|
29
|
%
|
Completions
|
21
|
|
|
22
|
|
|
20
|
|
Drilling and Evaluation
|
25
|
|
|
24
|
|
|
22
|
|
Well Construction
|
27
|
|
|
28
|
|
|
29
|
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Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
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Western Hemisphere revenues improved
$126 million
, or
4%
, in 2018 compared to 2017 on higher activity levels in all product lines in the U.S. and an improved product mix for the Production and Completions product lines in the U.S. Growth in Latin America was driven by higher demand for Integrated Services and Projects and improved activity levels in Latin America. These improvements were partially offset by lower activity in Canada due to a general slowdown and increasing crude oil differentials.
|
•
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Eastern Hemisphere revenues declined
$81 million
, or
3%
, in 2018 compared to 2017, respectively. The modest decline in revenues was primarily due to fewer offshore projects in West Africa, the North Sea and Asia, partially offset with increased activity and higher product sales in the Gulf Cooperation Countries.
|
•
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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 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.
|
•
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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.
|
•
|
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;
|
•
|
Through our transformation program we have improved our segment operating income following the positive structural changes, improvements in our operating efficiency, ongoing lowering of our non-productive time, improvements in our collaboration with our customers by continuing our steady progress on our transformation initiatives: and
|
•
|
Lower long-lived asset impairments and asset write-downs compared to 2017.
|
•
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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)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Cash Used in Operating Activities
|
$
|
(242
|
)
|
|
$
|
(388
|
)
|
|
$
|
(304
|
)
|
Net Cash Provided by (Used in) Investing Activities
|
122
|
|
|
(62
|
)
|
|
(137
|
)
|
|||
Net Cash Provided by Financing Activities
|
168
|
|
|
20
|
|
|
1,061
|
|
(Dollars in millions)
|
December 31, 2018
|
||
Facilities
|
$
|
1,156
|
|
Less Uses of Facilities:
|
|
||
364-Day Credit Agreement
|
317
|
|
|
A&R Credit Agreement
|
—
|
|
|
Letters of Credit
|
204
|
|
|
Term Loan Principal Borrowing
|
310
|
|
|
Borrowing Availability
|
$
|
325
|
|
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.
|
4)
|
Current asset coverage ratio of at least 2.1 to 1, which is calculated as our current asset value to indebtedness under the Term Loan Agreement and commitments under the 364-Day Credit Agreement.
|
|
Payments Due by Period
|
||||||||||||||||||
(Dollars in millions)
|
2019
|
|
2020 and 2021
|
|
2022 and 2023
|
|
Thereafter
|
|
Total
|
||||||||||
Short-term Debt
|
$
|
326
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
326
|
|
Long-term Debt
(a)
|
57
|
|
|
2,654
|
|
|
1,410
|
|
|
3,684
|
|
|
7,805
|
|
|||||
Interest on Long-term Debt
|
553
|
|
|
997
|
|
|
666
|
|
|
2,543
|
|
|
4,759
|
|
|||||
Noncancellable Operating Leases
|
128
|
|
|
155
|
|
|
72
|
|
|
176
|
|
|
531
|
|
|||||
Purchase Obligations
|
320
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
360
|
|
|||||
|
$
|
1,384
|
|
|
$
|
3,846
|
|
|
$
|
2,148
|
|
|
$
|
6,403
|
|
|
$
|
13,781
|
|
(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.
|
•
|
A hypothetical 25 basis point increase in the discount rate used for North America or hypothetical 75 basis point increase in the discount rate used for Asia, holding all other assumptions constant, could result in a potentially material impairment charge to goodwill for those reporting units.
|
•
|
A hypothetical one percentage point decrease in the growth rate used for North America or hypothetical five percentage point decrease in the growth rate used for Asia, holding all other assumptions constant, could result in a potentially material impairment charge to goodwill for those reporting units.
|
•
|
A hypothetical 2x decrease in our valuation multiple used for North America or hypothetical 4x decrease in our valuation multiple used for Asia, holding all other assumptions constant, could result in a potentially material impairment charge to goodwill for those reporting units.
|
|
Estimated Useful Lives
|
Buildings and Leasehold
I
mprovements
|
10 – 40 years or lease term
|
Rental and Service Equipment
|
2 – 15 years
|
Machinery and Other
|
2 – 12 years
|
Intangible Assets
|
2 – 20 years
|
|
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying Amount
|
|
Fair
Value
|
||||||||
6.00% Senior Notes due 2018
|
—
|
|
|
—
|
|
|
66
|
|
|
66
|
|
||||
9.625% Senior Notes due 2019
|
—
|
|
|
—
|
|
|
488
|
|
|
516
|
|
||||
5.125% Senior Notes due 2020
|
364
|
|
|
266
|
|
|
364
|
|
|
364
|
|
||||
5.875% Exchangeable Senior Notes due 2021
(a)
|
1,194
|
|
|
792
|
|
|
1,170
|
|
|
1,221
|
|
||||
7.75% Senior Notes due 2021
|
743
|
|
|
571
|
|
|
741
|
|
|
767
|
|
||||
4.50% Senior Notes due 2022
|
644
|
|
|
373
|
|
|
643
|
|
|
587
|
|
||||
8.25% Senior Notes due 2023
|
742
|
|
|
448
|
|
|
739
|
|
|
755
|
|
||||
9.875% Senior Notes due 2024
|
781
|
|
|
486
|
|
|
780
|
|
|
840
|
|
||||
9.875% Senior Notes due 2025
(b)
|
588
|
|
|
363
|
|
|
—
|
|
|
—
|
|
||||
6.50% Senior Notes due 2036
|
447
|
|
|
223
|
|
|
447
|
|
|
378
|
|
||||
6.80% Senior Notes due 2037
|
255
|
|
|
134
|
|
|
255
|
|
|
214
|
|
||||
7.00% Senior Notes due 2038
|
456
|
|
|
241
|
|
|
456
|
|
|
396
|
|
||||
9.875% Senior Notes due 2039
|
245
|
|
|
138
|
|
|
245
|
|
|
267
|
|
||||
6.75% Senior Notes due 2040
|
457
|
|
|
230
|
|
|
456
|
|
|
391
|
|
||||
5.95% Senior Notes due 2042
|
369
|
|
|
190
|
|
|
368
|
|
|
298
|
|
||||
Total
|
$
|
7,285
|
|
|
$
|
4,455
|
|
|
$
|
7,218
|
|
|
$
|
7,060
|
|
(a)
|
The fair value of the Exchangeable Senior Notes due 2021 includes an exchange feature reported in
Capital in Excess of Par Value
, and a debt component further described in “
Note 12 – Long-term Debt
.” In 2017, the fair value of the Exchangeable Senior Notes was separated into the exchange feature and the debt component and was not included in the fair value of debt.
|
(b)
|
On February 28, 2018, we issued
$600 million
in aggregate principal amount of our
9.875%
senior notes due 2025.
|
|
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)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Products
|
$
|
2,051
|
|
|
$
|
2,116
|
|
|
$
|
2,059
|
|
Services
|
3,693
|
|
|
3,583
|
|
|
3,690
|
|
|||
Total Revenues
|
5,744
|
|
|
5,699
|
|
|
5,749
|
|
|||
|
|
|
|
|
|
||||||
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of Products
|
1,887
|
|
|
2,142
|
|
|
2,143
|
|
|||
Cost of Services
|
2,627
|
|
|
2,747
|
|
|
3,046
|
|
|||
Research and Development
|
139
|
|
|
158
|
|
|
159
|
|
|||
Selling, General and Administrative Attributable to Segments
|
764
|
|
|
904
|
|
|
965
|
|
|||
Corporate General and Administrative
|
130
|
|
|
130
|
|
|
138
|
|
|||
Goodwill Impairment
|
1,917
|
|
|
—
|
|
|
—
|
|
|||
Long-Lived Asset Impairments, Write-Downs and Other
|
238
|
|
|
1,711
|
|
|
1,043
|
|
|||
Restructuring and Transformation Charges
|
126
|
|
|
183
|
|
|
280
|
|
|||
Litigation Charges, Net
|
—
|
|
|
(10
|
)
|
|
220
|
|
|||
Gain from Disposition of U.S. Pressure Pumping Assets
|
—
|
|
|
(96
|
)
|
|
—
|
|
|||
Total Costs and Expenses
|
7,828
|
|
|
7,869
|
|
|
7,994
|
|
|||
|
|
|
|
|
|
||||||
Operating Loss
|
(2,084
|
)
|
|
(2,170
|
)
|
|
(2,245
|
)
|
|||
|
|
|
|
|
|
||||||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest Expense, Net
|
(614
|
)
|
|
(579
|
)
|
|
(499
|
)
|
|||
Warrant Fair Value Adjustment
|
70
|
|
|
86
|
|
|
16
|
|
|||
Bond Tender and Call Premium
|
(34
|
)
|
|
—
|
|
|
(78
|
)
|
|||
Currency Devaluation Charges
|
(49
|
)
|
|
—
|
|
|
(41
|
)
|
|||
Other Income (Expense), Net
|
(46
|
)
|
|
7
|
|
|
(30
|
)
|
|||
|
|
|
|
|
|
||||||
Loss Before Income Taxes
|
(2,757
|
)
|
|
(2,656
|
)
|
|
(2,877
|
)
|
|||
Income Tax Provision
|
(34
|
)
|
|
(137
|
)
|
|
(496
|
)
|
|||
Net Loss
|
(2,791
|
)
|
|
(2,793
|
)
|
|
(3,373
|
)
|
|||
Net Income Attributable to Noncontrolling Interests
|
20
|
|
|
20
|
|
|
19
|
|
|||
Net Loss Attributable to Weatherford
|
$
|
(2,811
|
)
|
|
$
|
(2,813
|
)
|
|
$
|
(3,392
|
)
|
|
|
|
|
|
|
||||||
Loss Per Share Attributable to Weatherford:
|
|
|
|
|
|
||||||
Basic & Diluted
|
$
|
(2.82
|
)
|
|
$
|
(2.84
|
)
|
|
$
|
(3.82
|
)
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic & Diluted
|
997
|
|
|
990
|
|
|
887
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Loss
|
$
|
(2,791
|
)
|
|
$
|
(2,793
|
)
|
|
$
|
(3,373
|
)
|
|
|
|
|
|
|
||||||
Foreign Currency Translation
|
(240
|
)
|
|
130
|
|
|
(12
|
)
|
|||
Defined Benefit Pension Activity
|
12
|
|
|
(39
|
)
|
|
42
|
|
|||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other Comprehensive Income (Loss)
|
(227
|
)
|
|
91
|
|
|
31
|
|
|||
Comprehensive Loss
|
(3,018
|
)
|
|
(2,702
|
)
|
|
(3,342
|
)
|
|||
Comprehensive Income Attributable to Noncontrolling Interests
|
20
|
|
|
20
|
|
|
19
|
|
|||
Comprehensive Loss Attributable to Weatherford
|
$
|
(3,038
|
)
|
|
$
|
(2,722
|
)
|
|
$
|
(3,361
|
)
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
|
|
|
||||
|
December 31,
|
||||||
(Dollars and shares in millions, except par value)
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
602
|
|
|
$
|
613
|
|
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $123 in 2018 and $156 in 2017
|
1,130
|
|
|
1,103
|
|
||
Inventories, Net
|
1,025
|
|
|
1,234
|
|
||
Other Current Assets
|
428
|
|
|
569
|
|
||
Assets Held for Sale
|
265
|
|
|
359
|
|
||
Total Current Assets
|
3,450
|
|
|
3,878
|
|
||
|
|
|
|
||||
Property, Plant and Equipment, Net of Accumulated Depreciation of $5,786 in 2018 and $6,602 in 2017
|
2,086
|
|
|
2,708
|
|
||
Goodwill
|
713
|
|
|
2,727
|
|
||
Other Non-current Assets
|
352
|
|
|
434
|
|
||
Total Assets
|
$
|
6,601
|
|
|
$
|
9,747
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Short-term Borrowings and Current Portion of Long-term Debt
|
$
|
383
|
|
|
$
|
148
|
|
Accounts Payable
|
732
|
|
|
856
|
|
||
Accrued Salaries and Benefits
|
249
|
|
|
308
|
|
||
Income Taxes Payable
|
214
|
|
|
228
|
|
||
Other Current Liabilities
|
722
|
|
|
690
|
|
||
Total Current Liabilities
|
2,300
|
|
|
2,230
|
|
||
|
|
|
|
||||
Long-term Debt
|
7,605
|
|
|
7,541
|
|
||
Other Non-current Liabilities
|
362
|
|
|
547
|
|
||
Total Liabilities
|
10,267
|
|
|
10,318
|
|
||
|
|
|
|
||||
Shareholders’ Deficiency:
|
|
|
|
||||
Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 1,002 shares and 993 shares at December 31, 2018 and 2017, respectively
|
1
|
|
|
1
|
|
||
Capital in Excess of Par Value
|
6,711
|
|
|
6,655
|
|
||
Retained Deficit
|
(8,671
|
)
|
|
(5,763
|
)
|
||
Accumulated Other Comprehensive Loss
|
(1,746
|
)
|
|
(1,519
|
)
|
||
Weatherford Shareholders’ Deficiency
|
(3,705
|
)
|
|
(626
|
)
|
||
Noncontrolling Interests
|
39
|
|
|
55
|
|
||
Total Shareholders’ Deficiency
|
(3,666
|
)
|
|
(571
|
)
|
||
Total Liabilities and Shareholders’ Deficiency
|
$
|
6,601
|
|
|
$
|
9,747
|
|
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’ (Deficiency) Equity
|
||||||||||||
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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
(2,811
|
)
|
|
—
|
|
|
20
|
|
|
(2,791
|
)
|
||||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|
—
|
|
|
(227
|
)
|
||||||
Dividends Paid to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
||||||
Equity Awards Granted, Vested and Exercised
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Adoption of Intra-Entity Transfers of Assets Other Than Inventory and Revenue from Contracts with Customers
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
||||||
Other
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(16
|
)
|
||||||
Balance at December 31, 2018
|
$
|
1
|
|
|
$
|
6,711
|
|
|
$
|
(8,671
|
)
|
|
$
|
(1,746
|
)
|
|
$
|
39
|
|
|
$
|
(3,666
|
)
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net Loss
|
$
|
(2,791
|
)
|
|
$
|
(2,793
|
)
|
|
$
|
(3,373
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
556
|
|
|
801
|
|
|
956
|
|
|||
Goodwill Impairment
|
1,917
|
|
|
—
|
|
|
—
|
|
|||
Long-Lived Asset Impairments
|
151
|
|
|
928
|
|
|
436
|
|
|||
Venezuelan Receivables Write-Down
|
—
|
|
|
230
|
|
|
—
|
|
|||
Inventory Write-off and Other Related Charges
|
80
|
|
|
540
|
|
|
269
|
|
|||
Asset Write-Downs and Other Charges
|
89
|
|
|
38
|
|
|
194
|
|
|||
Defined Benefit Pension Plan Gains
|
—
|
|
|
(47
|
)
|
|
—
|
|
|||
Currency Devaluation Charges
|
49
|
|
|
—
|
|
|
41
|
|
|||
Litigation Charges (Credits)
|
5
|
|
|
(10
|
)
|
|
214
|
|
|||
Bond Tender Premium
|
34
|
|
|
—
|
|
|
78
|
|
|||
Employee Share-Based Compensation Expense
|
47
|
|
|
70
|
|
|
87
|
|
|||
Bad Debt Expense
|
5
|
|
|
8
|
|
|
69
|
|
|||
Gain on Sale of Assets and Businesses, Net
|
(53
|
)
|
|
(91
|
)
|
|
(10
|
)
|
|||
Deferred Income Tax Provision (Benefit)
|
(79
|
)
|
|
(25
|
)
|
|
381
|
|
|||
Warrant Fair Value Adjustment
|
(70
|
)
|
|
(86
|
)
|
|
(16
|
)
|
|||
Other, Net
|
8
|
|
|
142
|
|
|
127
|
|
|||
Change in Operating Assets and Liabilities, Net:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(70
|
)
|
|
(29
|
)
|
|
214
|
|
|||
Inventories
|
86
|
|
|
(37
|
)
|
|
260
|
|
|||
Other Current Assets
|
(90
|
)
|
|
107
|
|
|
67
|
|
|||
Accounts Payable
|
(90
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|||
Accrued Litigation and Settlements
|
(25
|
)
|
|
(123
|
)
|
|
(94
|
)
|
|||
Other Current Liabilities
|
48
|
|
|
20
|
|
|
(201
|
)
|
|||
Other, Net
|
(49
|
)
|
|
(29
|
)
|
|
18
|
|
|||
Net Cash Used in Operating Activities
|
(242
|
)
|
|
(388
|
)
|
|
(304
|
)
|
|||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS. Continued
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital Expenditures for Property, Plant and Equipment
|
(186
|
)
|
|
(225
|
)
|
|
(204
|
)
|
|||
Acquisition of Assets Held for Sale
|
(31
|
)
|
|
(244
|
)
|
|
—
|
|
|||
Acquisitions of Businesses, Net of Cash Acquired
|
4
|
|
|
(7
|
)
|
|
(5
|
)
|
|||
Acquisition of Intangible Assets
|
(28
|
)
|
|
(15
|
)
|
|
(10
|
)
|
|||
Insurance Proceeds Related to Asset Casualty Loss
|
—
|
|
|
—
|
|
|
39
|
|
|||
Proceeds (Payment) from Disposition of Businesses and Investments
|
257
|
|
|
429
|
|
|
(6
|
)
|
|||
Proceeds from Disposition of Assets
|
106
|
|
|
51
|
|
|
49
|
|
|||
Other Investing Activities
|
—
|
|
|
(51
|
)
|
|
—
|
|
|||
Net Cash Provided by (Used in) Investing Activities
|
122
|
|
|
(62
|
)
|
|
(137
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Borrowings of Long-term Debt
|
586
|
|
|
250
|
|
|
3,681
|
|
|||
Repayments of Long-term Debt
|
(502
|
)
|
|
(69
|
)
|
|
(1,963
|
)
|
|||
Borrowings (Repayments) of Short-term Debt, Net
|
158
|
|
|
(128
|
)
|
|
(1,512
|
)
|
|||
Proceeds from Issuance of Ordinary Common Shares and Warrant
|
—
|
|
|
—
|
|
|
1,071
|
|
|||
Bond Tender Premium
|
(34
|
)
|
|
—
|
|
|
(78
|
)
|
|||
Payment for Leased Asset Purchase
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||
Other Financing Activities, Net
|
(40
|
)
|
|
(33
|
)
|
|
(51
|
)
|
|||
Net Cash Provided by Financing Activities
|
168
|
|
|
20
|
|
|
1,061
|
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(59
|
)
|
|
6
|
|
|
(50
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(11
|
)
|
|
(424
|
)
|
|
570
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
613
|
|
|
1,037
|
|
|
467
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
602
|
|
|
$
|
613
|
|
|
$
|
1,037
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Interest Paid
|
$
|
584
|
|
|
$
|
538
|
|
|
$
|
467
|
|
Income Taxes Paid, Net of Refunds
|
$
|
99
|
|
|
$
|
87
|
|
|
$
|
161
|
|
Non-Cash Financing Obligations
|
$
|
23
|
|
|
$
|
24
|
|
|
$
|
25
|
|
(Dollars in millions)
|
Balance at December 31, 2017
|
Adjustments Due to Topic 606
|
Balance at January 1, 2018
|
||||||
Assets and Liabilities:
|
|
|
|
||||||
Other Current Assets
|
$
|
569
|
|
$
|
10
|
|
$
|
579
|
|
Other Current Liabilities
|
690
|
|
2
|
|
692
|
|
|||
|
|
|
|
||||||
Shareholders’ Deficiency:
|
|
|
|
||||||
Retained Deficit
|
(5,763
|
)
|
8
|
|
(5,755
|
)
|
|
Year Ended December 31, 2018
|
||||||||||
(Dollars in millions)
|
Western Hemisphere
|
|
Eastern Hemisphere
|
|
Total Excluding Rental Revenues
|
||||||
Product Lines:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Production
|
$
|
1,176
|
|
|
$
|
342
|
|
|
$
|
1,518
|
|
Completions
|
609
|
|
|
604
|
|
|
1,213
|
|
|||
Drilling and Evaluation
|
612
|
|
|
778
|
|
|
1,390
|
|
|||
Well Construction
|
429
|
|
|
857
|
|
|
1,286
|
|
|||
Total
|
$
|
2,826
|
|
|
$
|
2,581
|
|
|
$
|
5,407
|
|
|
Year Ended December 31, 2018
|
||
(Dollars in millions)
|
|||
Geographic Areas:
|
|
||
|
|
||
United States
|
$
|
1,435
|
|
Latin America
|
1,017
|
|
|
Canada
|
374
|
|
|
Western Hemisphere
|
2,826
|
|
|
|
|
||
Middle East & North Africa
|
1,376
|
|
|
Europe/Sub-Sahara Africa/Russia
|
920
|
|
|
Asia
|
285
|
|
|
Eastern Hemisphere
|
2,581
|
|
|
|
|
||
Total Product and Service Revenue before Rental Revenues
|
5,407
|
|
|
Rental Revenues
|
337
|
|
|
Total Revenues
|
$
|
5,744
|
|
(Dollars in millions)
|
December 31, 2018
|
January 1, 2018
|
||||
Receivables for Product and Services in Accounts Receivable, Net
|
$
|
1,051
|
|
$
|
1,081
|
|
(Dollars in millions)
|
Contract Assets
|
Contract Liabilities
|
||||
Balance at January 1, 2018
|
$
|
10
|
|
$
|
42
|
|
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
|
—
|
|
(112
|
)
|
||
Increase due to cash received, excluding amount recognized as revenue during the period
|
—
|
|
120
|
|
||
Increase due to revenue recognized during the period but contingent on future performance
|
14
|
|
—
|
|
||
Transferred to receivables from contract assets recognized at the beginning of the period
|
(13
|
)
|
—
|
|
||
Changes as a result of adjustments due to changes in estimates or contract modifications
|
—
|
|
21
|
|
||
Impairment of contract assets
|
(5
|
)
|
—
|
|
||
Reclassification to held for sale and sold
|
(2
|
)
|
(7
|
)
|
||
Balance at December 31, 2018
|
$
|
4
|
|
$
|
64
|
|
(Dollars in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
||||||
Service revenue
|
$
|
57
|
|
$
|
33
|
|
$
|
18
|
|
$
|
18
|
|
$
|
19
|
|
$
|
145
|
|
|
Year Ended December 31, 2018
|
||||||||
|
|
Other
|
Total
|
||||||
(Dollars in millions)
|
Severance
|
Restructuring
|
Severance and
|
||||||
Transformation Plan
|
Charges
|
Charges
|
Other Charges
|
||||||
Western Hemisphere
|
$
|
21
|
|
$
|
6
|
|
$
|
27
|
|
Eastern Hemisphere
|
30
|
|
15
|
|
45
|
|
|||
Corporate
|
10
|
|
44
|
|
54
|
|
|||
Total
|
$
|
61
|
|
$
|
65
|
|
$
|
126
|
|
|
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
|
|
|
Balance at December 31, 2018
|
||||||||||||||||
|
Transformation Plan
|
|
2016-17 and 2016 Plans
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
Severance
|
||||||||||
|
Severance
|
Other
|
|
Severance
|
Other
|
|
and Other
|
||||||||||
(Dollars in millions)
|
Liability
|
Liability
|
|
Liability
|
Liability
|
|
Liability
|
||||||||||
Western Hemisphere
|
$
|
6
|
|
$
|
—
|
|
|
$
|
3
|
|
$
|
7
|
|
|
$
|
16
|
|
Eastern Hemisphere
|
10
|
|
—
|
|
|
2
|
|
12
|
|
|
24
|
|
|||||
Corporate
|
2
|
|
16
|
|
|
1
|
|
—
|
|
|
19
|
|
|||||
Total
|
$
|
18
|
|
$
|
16
|
|
|
$
|
6
|
|
$
|
19
|
|
|
$
|
59
|
|
|
|
|
Year Ended December 31, 2018
|
|
|
||||||||||||||
(Dollars in millions)
|
Accrued Balance at December 31, 2017
|
|
Charges
|
|
Cash Payments
|
|
Other
|
|
Accrued Balance at December 31, 2018
|
||||||||||
Transformation Plan
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
(35
|
)
|
|
$
|
(8
|
)
|
|
$
|
18
|
|
Other restructuring liability
|
—
|
|
|
59
|
|
|
(43
|
)
|
|
—
|
|
|
16
|
|
|||||
2016-17 and Prior Plans
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance liability
|
21
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
6
|
|
|||||
Other restructuring liability
|
40
|
|
|
—
|
|
|
(16
|
)
|
|
(5
|
)
|
|
19
|
|
|||||
Total severance and other restructuring liability
|
$
|
61
|
|
|
$
|
120
|
|
|
$
|
(109
|
)
|
|
$
|
(13
|
)
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance at Beginning of Period
|
|
Charges
|
|
Cash Payments
|
|
Other
|
|
Balance at End of Period
|
||||||||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and restructuring liability
|
$
|
86
|
|
|
$
|
171
|
|
|
$
|
(167
|
)
|
|
$
|
(29
|
)
|
|
$
|
61
|
|
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and restructuring liability
|
$
|
51
|
|
|
$
|
240
|
|
|
$
|
(198
|
)
|
|
$
|
(7
|
)
|
|
$
|
86
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Raw materials, components and supplies
|
$
|
131
|
|
|
$
|
144
|
|
Work in process
|
47
|
|
|
47
|
|
||
Finished goods
|
847
|
|
|
1,043
|
|
||
|
$
|
1,025
|
|
|
$
|
1,234
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Land, Buildings and Leasehold Improvements
|
$
|
1,303
|
|
|
$
|
1,551
|
|
Rental and Service Equipment
|
4,869
|
|
|
5,621
|
|
||
Machinery and Other
|
1,700
|
|
|
2,138
|
|
||
|
7,872
|
|
|
9,310
|
|
||
Less: Accumulated Depreciation
|
5,786
|
|
|
6,602
|
|
||
Property, Plant and Equipment, Net
|
$
|
2,086
|
|
|
$
|
2,708
|
|
(Dollars in millions)
|
Western Hemisphere
|
Eastern Hemisphere
|
Total
|
||||||
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
|
|
Acquisitions
|
—
|
|
27
|
|
27
|
|
|||
Disposals
|
(10
|
)
|
—
|
|
(10
|
)
|
|||
Reclassification to assets held for sale
|
(5
|
)
|
(2
|
)
|
(7
|
)
|
|||
Foreign currency translation
|
(69
|
)
|
(38
|
)
|
(107
|
)
|
|||
Impairment
|
(1,380
|
)
|
(537
|
)
|
(1,917
|
)
|
|||
Balance at December 31, 2018
|
$
|
494
|
|
$
|
219
|
|
$
|
713
|
|
Period
|
Amount
|
|
|
2019
|
$
|
60
|
|
2020
|
46
|
|
|
2021
|
27
|
|
|
2022
|
17
|
|
|
2023
|
14
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
364-Day Credit Agreement
|
$
|
317
|
|
|
$
|
—
|
|
Other Short-term Loans
|
9
|
|
|
11
|
|
||
Current Portion of Long-term Debt
|
57
|
|
|
137
|
|
||
Short-term Borrowings and Current Portion of Long-term Debt
|
$
|
383
|
|
|
$
|
148
|
|
(Dollars in millions)
|
December 31, 2018
|
||
Facilities
|
$
|
1,156
|
|
Less Uses of Facilities:
|
|
||
364-Day Credit Agreement
|
317
|
|
|
A&R Credit Agreement
|
—
|
|
|
Letters of Credit
|
204
|
|
|
Term Loan Principal Borrowing
|
310
|
|
|
Borrowing Availability
|
$
|
325
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
6.00% Senior Notes due 2018
|
—
|
|
|
66
|
|
||
9.625% Senior Notes due 2019
|
—
|
|
|
488
|
|
||
5.125% Senior Notes due 2020
|
364
|
|
|
364
|
|
||
5.875% Exchangeable Senior Notes due 2021
|
1,194
|
|
|
1,170
|
|
||
7.75% Senior Notes due 2021
|
743
|
|
|
741
|
|
||
4.50% Senior Notes due 2022
|
644
|
|
|
643
|
|
||
8.25% Senior Notes due 2023
|
742
|
|
|
739
|
|
||
9.875% Senior Notes due 2024
|
781
|
|
|
780
|
|
||
9.875% Senior Notes due 2025
|
588
|
|
|
—
|
|
||
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
|
457
|
|
|
456
|
|
||
5.95% Senior Notes due 2042
|
369
|
|
|
368
|
|
||
Term Loan Agreement due 2020
|
308
|
|
|
372
|
|
||
Capital and Other Lease Obligations
|
69
|
|
|
86
|
|
||
Other
|
—
|
|
|
2
|
|
||
Total Senior Notes and Other Debt
|
7,662
|
|
|
7,678
|
|
||
Less: Amounts Due in One Year
|
57
|
|
|
137
|
|
||
Long-term Debt
|
$
|
7,605
|
|
|
$
|
7,541
|
|
2019
|
$
|
57
|
|
2020
|
622
|
|
|
2021
|
1,937
|
|
|
2022
|
644
|
|
|
2023
|
742
|
|
|
Thereafter
|
3,660
|
|
|
|
$
|
7,662
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Fair Value
|
$
|
4,455
|
|
|
$
|
7,060
|
|
Carrying Value
|
7,285
|
|
|
7,218
|
|
|
December 31,
|
|
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
Classification
|
||||
Derivative Assets not Designated as Hedges:
|
|
|
|
|
|
||||
Foreign Currency Forward Contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
Other Current Assets
|
|
|
|
|
|
|
||||
Derivative Liabilities not Designated as Hedges:
|
|
|
|
|
|
||||
Foreign Currency Forward Contracts
|
(4
|
)
|
|
(4
|
)
|
|
Other Current Liabilities
|
||
Warrant on Weatherford Shares
|
—
|
|
|
(70
|
)
|
|
Other Current Liabilities
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Year Ended December 31,
|
|
|
||||||||||
(Dollars in millions)
|
|
|
2018
|
|
2017
|
|
2016
|
|
Classification
|
||||||
Foreign Currency Forward Contracts
|
|
|
$
|
(15
|
)
|
|
$
|
(25
|
)
|
|
$
|
(25
|
)
|
|
Other Income (Expense), Net
|
Warrant on Weatherford Shares
|
|
|
70
|
|
|
86
|
|
|
16
|
|
|
Warrant Fair Value Adjustment
|
(Shares in millions)
|
Issued
|
|
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
|
|
Equity Awards Granted, Vested and Exercised
|
9
|
|
Balance at December 31, 2018
|
1,002
|
|
(Dollars in millions)
|
Currency Translation Adjustment
|
|
Defined Benefit Pension
|
|
Deferred Loss on Derivatives
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
(1,614
|
)
|
|
$
|
13
|
|
|
$
|
(9
|
)
|
|
$
|
(1,610
|
)
|
Other Comprehensive (Loss) 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
|
)
|
||||
Other Comprehensive Income before Reclassifications
|
(240
|
)
|
|
10
|
|
|
—
|
|
|
(230
|
)
|
||||
Reclassifications
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
||||
Net Activity
|
(240
|
)
|
|
12
|
|
|
1
|
|
|
(227
|
)
|
||||
Balance at December 31, 2018
|
$
|
(1,724
|
)
|
|
$
|
(14
|
)
|
|
$
|
(8
|
)
|
|
$
|
(1,746
|
)
|
|
Year Ended December 31,
|
|||||||
(Shares in millions)
|
2018
|
|
2017
|
|
2016
|
|||
Basic and Diluted Weighted Average Shares Outstanding
|
997
|
|
|
990
|
|
|
887
|
|
|
Year Ended December 31,
|
|||||||
(Shares in millions)
|
2018
|
|
2017
|
|
2016
|
|||
Anti-dilutive Potential Shares
|
251
|
|
|
250
|
|
|
104
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Share-based Compensation
|
$
|
47
|
|
|
$
|
70
|
|
|
$
|
87
|
|
Related Tax (Provision) Benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
Options
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2017
|
200
|
|
|
$
|
16.92
|
|
|
0.89 years
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Expired
|
(200
|
)
|
|
16.92
|
|
|
|
|
|
|
||
Outstanding and Vested at December 31, 2018
|
—
|
|
|
—
|
|
|
0.00 years
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2018
|
—
|
|
|
—
|
|
|
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, 2017
|
|
40
|
|
|
$
|
17.87
|
|
|
15,269
|
|
|
$
|
5.58
|
|
Granted
|
|
—
|
|
|
—
|
|
|
10,892
|
|
|
1.76
|
|
||
Vested
|
|
(40
|
)
|
|
17.87
|
|
|
(6,906
|
)
|
|
6.68
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
(1,977
|
)
|
|
4.85
|
|
||
Non-Vested at December 31, 2018
|
|
—
|
|
|
—
|
|
|
17,278
|
|
|
2.82
|
|
|
Performance Units
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Non-vested at December 31, 2017
|
3,090
|
|
|
$
|
6.07
|
|
Granted
|
2,954
|
|
|
4.57
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(2,030
|
)
|
|
6.01
|
|
|
Non-vested at December 31, 2018
|
4,014
|
|
|
4.99
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
Discount rate:
|
|
|
|
||
United States Plans
|
3.00% - 4.25%
|
|
|
3.00% - 3.50%
|
|
International Plans
|
1.85% - 7.25%
|
|
|
1.60% - 6.75%
|
|
Rate of Compensation Increase:
|
|
|
|
|
|
United States Plans
|
—
|
|
|
—
|
|
International Plans
|
2.00% - 3.50%
|
|
|
2.00% - 3.50%
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Total Current Provision
|
$
|
(113
|
)
|
|
$
|
(162
|
)
|
|
$
|
(115
|
)
|
Total Deferred (Provision) Benefit
|
79
|
|
|
25
|
|
|
(381
|
)
|
|||
Provision for Income Taxes
|
$
|
(34
|
)
|
|
$
|
(137
|
)
|
|
$
|
(496
|
)
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Swiss Federal Income Tax Rate at 7.83%
|
$
|
216
|
|
|
$
|
208
|
|
|
$
|
225
|
|
Tax on Operating Earnings Subject to Rates Different than the Swiss Federal Income Tax Rate
|
(387
|
)
|
|
123
|
|
|
319
|
|
|||
U.S. Tax Reform - Remeasure of U.S. Deferred Tax Assets
|
—
|
|
|
(249
|
)
|
|
—
|
|
|||
Non-cash Tax Expense on Distribution of Subsidiary Earnings
|
—
|
|
|
—
|
|
|
(137
|
)
|
|||
Change in Valuation Allowance Attributed to U.S. Tax Reform
|
—
|
|
|
301
|
|
|
—
|
|
|||
Change in Valuation Allowance
|
166
|
|
|
(459
|
)
|
|
(872
|
)
|
|||
Change in Uncertain Tax Positions
|
(29
|
)
|
|
(61
|
)
|
|
(31
|
)
|
|||
Provision for Income Taxes
|
$
|
(34
|
)
|
|
$
|
(137
|
)
|
|
$
|
(496
|
)
|
|
December 31,
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Net Operating Losses Carryforwards
|
$
|
1,002
|
|
|
$
|
1,208
|
|
Accrued Liabilities and Reserves
|
331
|
|
|
266
|
|
||
Tax Credit Carryforwards
|
94
|
|
|
99
|
|
||
Employee Benefits
|
29
|
|
|
39
|
|
||
Inventory
|
67
|
|
|
129
|
|
||
Other Differences between Financial and Tax Basis
|
324
|
|
|
346
|
|
||
Valuation Allowance
|
(1,702
|
)
|
|
(1,887
|
)
|
||
Total Deferred Tax Assets
|
145
|
|
|
200
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Property, Plant and Equipment
|
(15
|
)
|
|
(49
|
)
|
||
Intangible Assets
|
(57
|
)
|
|
(131
|
)
|
||
Other Differences between Financial and Tax Basis
|
(52
|
)
|
|
(71
|
)
|
||
Total Deferred Tax Liabilities
|
(124
|
)
|
|
(251
|
)
|
||
Net Deferred Tax Asset (Liability)
|
$
|
21
|
|
|
$
|
(51
|
)
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at Beginning of Year
|
$
|
217
|
|
|
$
|
208
|
|
|
$
|
195
|
|
Additions as a Result of Tax Positions Taken During a Prior Period
|
31
|
|
|
65
|
|
|
30
|
|
|||
Reductions as a Result of Tax Positions Taken During a Prior Period
|
(9
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Additions as a Result of Tax Positions Taken During the Current Period
|
14
|
|
|
12
|
|
|
20
|
|
|||
Reductions Relating to Settlements with Taxing Authorities
|
(18
|
)
|
|
(29
|
)
|
|
(19
|
)
|
|||
Reductions as a Result of a Lapse of the Applicable Statute of Limitations
|
(23
|
)
|
|
(38
|
)
|
|
(12
|
)
|
|||
Foreign Exchange Effects
|
(17
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Balance at End of Year
|
$
|
195
|
|
|
$
|
217
|
|
|
$
|
208
|
|
2019
|
$
|
128
|
|
2020
|
87
|
|
|
2021
|
68
|
|
|
2022
|
45
|
|
|
2023
|
27
|
|
|
Thereafter
|
176
|
|
|
|
$
|
531
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
(Dollars in millions)
|
Net
Operating Revenues |
|
Income (Loss)
from Operations |
|
Depreciation
and Amortization |
|
Capital
Expenditures |
||||||||
Western Hemisphere
|
$
|
3,063
|
|
|
$
|
208
|
|
|
$
|
216
|
|
|
$
|
81
|
|
Eastern Hemisphere
|
2,681
|
|
|
119
|
|
|
333
|
|
|
87
|
|
||||
|
5,744
|
|
|
327
|
|
|
549
|
|
|
168
|
|
||||
Corporate General and Administrative
|
|
|
(130
|
)
|
|
7
|
|
|
18
|
|
|||||
Goodwill Impairment
(a)
|
|
|
(1,917
|
)
|
|
|
|
|
|||||||
Long-Lived Asset Impairments, Write-Downs and Other Charges
(b)
|
|
|
(238
|
)
|
|
|
|
|
|||||||
Restructuring and Transformation Charges
(c)
|
|
|
(126
|
)
|
|
|
|
|
|||||||
Total
|
$
|
5,744
|
|
|
$
|
(2,084
|
)
|
|
$
|
556
|
|
|
$
|
186
|
|
(a)
|
Goodwill impairment of
$1.9 billion
was taken during the fourth quarter of 2018.
|
(b)
|
During 2018, impairments, asset write-downs and other includes
$151 million
in long-lived asset impairments primarily related to the land drilling rigs business and
$87 million
of other asset write-downs, charges and credits.
|
(c)
|
Includes restructuring charges of
$126 million
:
$27 million
in Western Hemisphere,
$45 million
in Eastern Hemisphere and
$54 million
in Corporate.
|
|
Year Ended December 31, 2017
|
||||||||||||||
(Dollars in millions)
|
Net
Operating
Revenues
|
|
Income (Loss) from
Operations
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
||||||||
Western Hemisphere
|
$
|
2,937
|
|
|
$
|
(113
|
)
|
|
$
|
352
|
|
|
$
|
70
|
|
Eastern Hemisphere
|
2,762
|
|
|
(139
|
)
|
|
443
|
|
|
130
|
|
||||
|
5,699
|
|
|
(252
|
)
|
|
795
|
|
|
200
|
|
||||
Corporate General and Administrative
|
|
|
(130
|
)
|
|
6
|
|
|
25
|
|
|||||
Long-Lived Asset Impairments, Write-Downs and Other Charges
(d)
|
|
|
(1,711
|
)
|
|
|
|
|
|||||||
Restructuring Charges
(e)
|
|
|
(183
|
)
|
|
|
|
|
|||||||
Litigation Charges, Net
|
|
|
10
|
|
|
|
|
|
|||||||
Gain from Disposition of U.S. Pressure Pumping Assets
(f)
|
|
|
96
|
|
|
|
|
|
|||||||
Total
|
$
|
5,699
|
|
|
$
|
(2,170
|
)
|
|
$
|
801
|
|
|
$
|
225
|
|
(d)
|
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.
|
(e)
|
Includes restructuring charges of
$183 million
:
$70 million
in the Western Hemisphere,
$77 million
in the Eastern Hemisphere and
$36 million
in Corporate.
|
(f)
|
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
|
|
|
$
|
(407
|
)
|
|
$
|
446
|
|
|
$
|
55
|
|
Eastern Hemisphere
|
2,807
|
|
|
(157
|
)
|
|
501
|
|
|
134
|
|
||||
|
5,749
|
|
|
(564
|
)
|
|
947
|
|
|
189
|
|
||||
Corporate General and Administrative
|
|
|
(138
|
)
|
|
9
|
|
|
15
|
|
|||||
Long-Lived Asset Impairments and Other Related Charges
(g)
|
|
|
(1,043
|
)
|
|
|
|
|
|||||||
Restructuring Charges
(h)
|
|
|
(280
|
)
|
|
|
|
|
|||||||
Litigation Charges
|
|
|
(220
|
)
|
|
|
|
|
|||||||
Total
|
$
|
5,749
|
|
|
$
|
(2,245
|
)
|
|
$
|
956
|
|
|
$
|
204
|
|
(g)
|
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.
|
(h)
|
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,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Production
|
27
|
%
|
|
26
|
%
|
|
29
|
%
|
Completions
|
21
|
|
|
22
|
|
|
20
|
|
Drilling and Evaluation
|
25
|
|
|
24
|
|
|
22
|
|
Well Construction
|
27
|
|
|
28
|
|
|
29
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Revenues
|
|
Long-lived Assets
|
||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||||
United States
|
$
|
1,605
|
|
|
$
|
1,555
|
|
|
$
|
1,523
|
|
|
$
|
750
|
|
|
$
|
870
|
|
Latin America
|
1,076
|
|
|
890
|
|
|
1,064
|
|
|
381
|
|
|
575
|
|
|||||
Canada
|
382
|
|
|
492
|
|
|
355
|
|
|
59
|
|
|
118
|
|
|||||
Western Hemisphere
|
$
|
3,063
|
|
|
$
|
2,937
|
|
|
$
|
2,942
|
|
|
$
|
1,190
|
|
|
$
|
1,563
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Middle East & North Africa
|
$
|
1,430
|
|
|
$
|
1,464
|
|
|
$
|
1,513
|
|
|
$
|
413
|
|
|
$
|
528
|
|
Europe/Sub-Sahara Africa/Russia
|
953
|
|
|
999
|
|
|
939
|
|
|
411
|
|
|
532
|
|
|||||
Asia
|
298
|
|
|
299
|
|
|
355
|
|
|
174
|
|
|
270
|
|
|||||
Eastern Hemisphere
|
$
|
2,681
|
|
|
$
|
2,762
|
|
|
$
|
2,807
|
|
|
$
|
998
|
|
|
$
|
1,330
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
5,744
|
|
|
$
|
5,699
|
|
|
$
|
5,749
|
|
|
$
|
2,188
|
|
|
$
|
2,893
|
|
(Dollars in Millions)
|
Weatherford Ireland
|
|
Weatherford Bermuda
|
|
Weatherford Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,744
|
|
|
$
|
—
|
|
|
$
|
5,744
|
|
Costs and Expenses
|
(14
|
)
|
|
(3
|
)
|
|
—
|
|
|
(7,811
|
)
|
|
—
|
|
|
(7,828
|
)
|
||||||
Operating Income (Loss)
|
(14
|
)
|
|
(3
|
)
|
|
—
|
|
|
(2,067
|
)
|
|
—
|
|
|
(2,084
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(563
|
)
|
|
(89
|
)
|
|
17
|
|
|
21
|
|
|
(614
|
)
|
||||||
Intercompany Charges, Net
|
(16
|
)
|
|
125
|
|
|
(90
|
)
|
|
(733
|
)
|
|
714
|
|
|
—
|
|
||||||
Equity in Subsidiary Income
|
(2,851
|
)
|
|
(748
|
)
|
|
(770
|
)
|
|
—
|
|
|
4,369
|
|
|
—
|
|
||||||
Other Income (Expense), Net
|
70
|
|
|
85
|
|
|
133
|
|
|
(209
|
)
|
|
(138
|
)
|
|
(59
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(2,811
|
)
|
|
(1,104
|
)
|
|
(816
|
)
|
|
(2,992
|
)
|
|
4,966
|
|
|
(2,757
|
)
|
||||||
(Provision) for Income Taxes
|
—
|
|
|
—
|
|
|
148
|
|
|
(182
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Net Income (Loss)
|
(2,811
|
)
|
|
(1,104
|
)
|
|
(668
|
)
|
|
(3,174
|
)
|
|
4,966
|
|
|
(2,791
|
)
|
||||||
Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Net Income (Loss) Attributable to Weatherford
|
$
|
(2,811
|
)
|
|
$
|
(1,104
|
)
|
|
$
|
(668
|
)
|
|
$
|
(3,194
|
)
|
|
$
|
4,966
|
|
|
$
|
(2,811
|
)
|
Comprehensive Income (Loss) Attributable to Weatherford
|
$
|
(3,038
|
)
|
|
$
|
(1,117
|
)
|
|
$
|
(624
|
)
|
|
$
|
(3,422
|
)
|
|
$
|
5,163
|
|
|
$
|
(3,038
|
)
|
(Dollars in millions)
|
Weatherford Ireland
|
|
Weatherford
Bermuda
|
|
Weatherford
Delaware
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidation
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,699
|
|
|
$
|
—
|
|
|
$
|
5,699
|
|
Costs and Expenses
|
(19
|
)
|
|
45
|
|
|
2
|
|
|
(7,897
|
)
|
|
—
|
|
|
(7,869
|
)
|
||||||
Operating Income (Loss)
|
(19
|
)
|
|
45
|
|
|
2
|
|
|
(2,198
|
)
|
|
—
|
|
|
(2,170
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
|
|
|
30
|
|
|
(8
|
)
|
|
93
|
|
||||||
Income (Loss) Before Income Taxes
|
(2,813
|
)
|
|
(1,287
|
)
|
|
(660
|
)
|
|
(2,247
|
)
|
|
4,351
|
|
|
(2,656
|
)
|
||||||
(Provision) Benefit 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
|
|
|
(7,845
|
)
|
|
—
|
|
|
(7,994
|
)
|
||||||
Operating Income (Loss)
|
(151
|
)
|
|
(3
|
)
|
|
5
|
|
|
(2,096
|
)
|
|
—
|
|
|
(2,245
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
|
|
|
(84
|
)
|
|
(70
|
)
|
|
(133
|
)
|
||||||
Income (Loss) Before Income Taxes
|
(3,392
|
)
|
|
(2,905
|
)
|
|
(1,141
|
)
|
|
(2,450
|
)
|
|
7,011
|
|
|
(2,877
|
)
|
||||||
(Provision) 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
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
602
|
|
Other Current Assets
|
1
|
|
|
—
|
|
|
654
|
|
|
2,887
|
|
|
(694
|
)
|
|
2,848
|
|
||||||
Total Current Assets
|
1
|
|
|
284
|
|
|
654
|
|
|
3,205
|
|
|
(694
|
)
|
|
3,450
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Investments in Affiliates
|
(3,694
|
)
|
|
7,531
|
|
|
7,203
|
|
|
354
|
|
|
(11,394
|
)
|
|
—
|
|
||||||
Intercompany Receivables, Net
|
—
|
|
|
103
|
|
|
—
|
|
|
2,966
|
|
|
(3,069
|
)
|
|
—
|
|
||||||
Other Assets
|
—
|
|
|
15
|
|
|
4
|
|
|
3,132
|
|
|
—
|
|
|
3,151
|
|
||||||
Total Assets
|
$
|
(3,693
|
)
|
|
$
|
7,933
|
|
|
$
|
7,861
|
|
|
$
|
9,657
|
|
|
$
|
(15,157
|
)
|
|
$
|
6,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term Borrowings and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
383
|
|
Accounts Payable and Other Current Liabilities
|
9
|
|
|
174
|
|
|
—
|
|
|
2,428
|
|
|
(694
|
)
|
|
1,917
|
|
||||||
Total Current Liabilities
|
9
|
|
|
547
|
|
|
—
|
|
|
2,438
|
|
|
(694
|
)
|
|
2,300
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term Debt
|
—
|
|
|
6,632
|
|
|
775
|
|
|
130
|
|
|
68
|
|
|
7,605
|
|
||||||
Intercompany Payables, Net
|
3
|
|
|
—
|
|
|
3,066
|
|
|
—
|
|
|
(3,069
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
—
|
|
|
7
|
|
|
—
|
|
|
362
|
|
|
(7
|
)
|
|
362
|
|
||||||
Total Liabilities
|
12
|
|
|
7,186
|
|
|
3,841
|
|
|
2,930
|
|
|
(3,702
|
)
|
|
10,267
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weatherford Shareholders’
(Deficiency) Equity
|
(3,705
|
)
|
|
747
|
|
|
4,020
|
|
|
6,688
|
|
|
(11,455
|
)
|
|
(3,705
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Total Liabilities and Shareholders’ (Deficiency) Equity
|
$
|
(3,693
|
)
|
|
$
|
7,933
|
|
|
$
|
7,861
|
|
|
$
|
9,657
|
|
|
$
|
(15,157
|
)
|
|
$
|
6,601
|
|
(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’ Equity
|
(626
|
)
|
|
375
|
|
|
4,343
|
|
|
11,311
|
|
|
(16,029
|
)
|
|
(626
|
)
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||||
Total Liabilities and Shareholders’ 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
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
$
|
(2,811
|
)
|
|
$
|
(1,104
|
)
|
|
$
|
(668
|
)
|
|
$
|
(3,174
|
)
|
|
$
|
4,966
|
|
|
$
|
(2,791
|
)
|
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges from Parent or Subsidiary
|
16
|
|
|
(125
|
)
|
|
90
|
|
|
733
|
|
|
(714
|
)
|
|
—
|
|
||||||
Equity in (Earnings) Loss of Affiliates
|
2,851
|
|
|
748
|
|
|
770
|
|
|
—
|
|
|
(4,369
|
)
|
|
—
|
|
||||||
Deferred Income Tax Provision (Benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
|
|
|
(79
|
)
|
||||||
Other Adjustments
|
93
|
|
|
1,003
|
|
|
(1,688
|
)
|
|
3,103
|
|
|
117
|
|
|
2,628
|
|
||||||
Net Cash Used in Operating Activities
|
149
|
|
|
522
|
|
|
(1,496
|
)
|
|
583
|
|
|
—
|
|
|
(242
|
)
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital Expenditures for Property, Plant and Equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
(186
|
)
|
||||||
Acquisition of Assets Held for Sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
||||||
Acquisitions of Businesses, Net of Cash Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Acquisition of Intellectual Property
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
||||||
Proceeds from Sale of Businesses and Equity Investment, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
||||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
||||||
Net Cash Provided by (Used in) Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings (Repayments) Short-term Debt, Net
|
—
|
|
|
188
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
158
|
|
||||||
Borrowings (Repayments) Long-term Debt, Net
|
—
|
|
|
(491
|
)
|
|
587
|
|
|
(12
|
)
|
|
—
|
|
|
84
|
|
||||||
Borrowings (Repayments) Between Subsidiaries, Net
|
(149
|
)
|
|
(130
|
)
|
|
909
|
|
|
(630
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
||||||
Net Cash Provided by Financing Activities
|
(149
|
)
|
|
(433
|
)
|
|
1,496
|
|
|
(746
|
)
|
|
—
|
|
|
168
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
89
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
195
|
|
|
—
|
|
|
418
|
|
|
—
|
|
|
613
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
602
|
|
(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) from Disposition of Businesses and Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
429
|
|
||||||
Proceeds from Disposition of Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
||||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
||||||
Net Cash Provided by (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 (Used in) Financing Activities
|
212
|
|
|
(1,070
|
)
|
|
(39
|
)
|
|
917
|
|
|
—
|
|
|
20
|
|
||||||
Effect of Exchange Rate Changes On Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Net Increase 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 Businesses and Equity Investment, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net Cash Provided by (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 (Used in) 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 Period
|
—
|
|
|
2
|
|
|
22
|
|
|
443
|
|
|
—
|
|
|
467
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
586
|
|
|
$
|
4
|
|
|
$
|
447
|
|
|
$
|
—
|
|
|
$
|
1,037
|
|
|
2018 Quarters
|
|
|
||||||||||||||||
(Dollars in millions, except per share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
Revenues
|
$
|
1,423
|
|
|
$
|
1,448
|
|
|
$
|
1,444
|
|
|
$
|
1,429
|
|
|
$
|
5,744
|
|
Gross Profit
|
278
|
|
|
305
|
|
|
339
|
|
|
308
|
|
|
1,230
|
|
|||||
Net Loss Attributable to Weatherford
|
(245
|
)
|
(a)
|
(264
|
)
|
(b)
|
(199
|
)
|
(c)
|
(2,103
|
)
|
(d)
|
(2,811
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted Loss Per Share
|
(0.25
|
)
|
|
(0.26
|
)
|
|
(0.20
|
)
|
|
(2.10
|
)
|
|
(2.82
|
)
|
(a)
|
Includes charges of
$57 million
primarily related to a bond tender and call premium, restructuring and transformation charges, currency devaluation charges, asset write-downs and inventory charges, offset by gains on purchase of the remaining interest in a joint venture and a warrant fair value adjustment.
|
(b)
|
Includes charges of
$109 million
primarily related to restructuring and transformation charges, currency devaluation charges, long-lived asset impairments, other asset write-downs, offset by gains on property sales and a reduction of a contingency reserve on a legacy contract and a warrant fair value adjustment.
|
(c)
|
Includes charges of
$95 million
primarily related to restructuring and transformation charges, currency devaluation charges, long-lived asset impairments and deferred mobilization costs and other assets of the land drilling rigs business, offset by a gain on a warrant fair value adjustment.
|
(d)
|
Includes charges of
$2.0 billion
primarily related to goodwill impairment of
$1.9 billion
.
|
|
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
|
)
|
(e)
|
(171
|
)
|
(f)
|
(256
|
)
|
(g)
|
(1,938
|
)
|
(h)
|
(2,813
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted Loss Per Share
|
(0.45
|
)
|
|
(0.17
|
)
|
|
(0.26
|
)
|
|
(1.95
|
)
|
|
(2.84
|
)
|
(e)
|
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.
|
(f)
|
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.
|
(g)
|
Includes charges of
$35 million
primarily related to severance and restructuring charges and a warrant fair value adjustment.
|
(h)
|
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.
|
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)
|
21,292
|
|
|
$
|
—
|
|
|
18,112
|
|
(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.
|
(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
113
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
|
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
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
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
|
|
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 of the Company's Current Report on Form 8-K filed
March 5, 2018
|
|
File No. 1-36504
|
4.21
|
|
|
Exhibit 4.1 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
|
4.22
|
|
|
Exhibit 4.2 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
|
4.23
|
|
|
Exhibit 4.3 to the
Company's Current Report on Form 8-K filed August 7, 2006 |
|
File No. 1-31339
|
|
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 4.4 to the
Company's Current Report on Form 8-K filed March 25, 2008 |
|
File No. 1-31339
|
|
4.26
|
|
|
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed January 8, 2009 |
|
File No. 1-31339
|
|
4.27
|
|
|
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
|
|
4.28
|
|
|
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
|
|
4.29
|
|
|
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
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
4.30
|
|
|
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
|
|
4.31
|
|
|
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed June 7, 2016 |
|
File No. 1-36504
|
|
4.32
|
|
|
Annex A of Exhibit 4.1
to the Company's Current
Report on Form 8-K filed June 17, 2016 |
|
File No. 1-36504
|
|
4.33
|
|
|
Annex B of Exhibit 4.1 to the Company's Current
Report on Form 8-K filed June 17, 2016 |
|
File No. 1-36504
|
|
4.34
|
|
|
Annex A of Exhibit 4.1 to the Company's Current
Report on Form 8-K filed March 5, 2018 |
|
File No. 1-36504
|
|
4.35
|
|
|
Exhibit B of Exhibit 4.1
to the Company's Current Report on Form 8-K filed September 22, 2010 |
|
File No. 1-34258
|
|
4.36
|
|
|
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 10.3 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.2
|
|
|
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
|
|
*10.3
|
|
|
Exhibit 10.5 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.4
|
|
|
Exhibit 10.6 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
|
*10.5
|
|
|
Annex A of the Company's
Definitive Proxy Statement on Schedule 14A filed April 29, 2015 |
|
File No. 1-36504
|
|
*10.6
|
|
|
Annex A of the Company's
Definitive Proxy Statement on Schedule 14A filed April 25, 2017 |
|
File No. 1-36504
|
|
*10.7
|
|
|
Exhibit 10.7 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.8
|
|
|
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
|
|
*10.9
|
|
|
Exhibit 10.21 of the Company Annual Report on Form 10-K filed February 16, 2016
|
|
File No. 1-36504
|
|
*10.10
|
|
|
Exhibit 10.26 to the
Company's Annual Report on Form 10-K filed February 18, 2015 |
|
File No. 1-36504
|
|
*10.11
|
|
|
Exhibit 10.9 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.12
|
|
|
Exhibit 10.28 of the Company's Annual Report on Form 10-K filed February 16, 2016
|
|
File No. 1-36504
|
|
*10.13
|
|
|
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
|
|
*10.14
|
|
|
Exhibit 10.27 of the
Company’s Annual Report
on Form 10-K filed
February 14, 2018
|
|
File No. 1-36504
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.15
|
|
|
Exhibit 10.28 of the
Company’s Annual Report
on Form 10-K filed
February 14, 2018
|
|
File No. 1-36504
|
|
*10.16
|
|
|
Exhibit 10.29 of the
Company’s Annual Report
on Form 10-K filed
February 14, 2018
|
|
File No. 1-36504
|
|
*10.17
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed March 4, 2014 |
|
File No. 1-34258
|
|
*10.18
|
|
|
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
|
|
*10.19
|
|
|
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
|
|
*10.20
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed December 15, 2016 |
|
File No. 1-36504
|
|
*10.21
|
|
|
Exhibit 10.11 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.22
|
|
|
Exhibit 10.12 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.23
|
|
|
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
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
*10.24
|
|
|
Exhibit 10.13 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
*10.25
|
|
|
Exhibit 10.14 of the
Company's Current Report on Form 8-K12B filed June 17, 2014 |
|
File No. 1-36504
|
|
10.26
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.27
|
|
|
Exhibit 10.2 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.28
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed July 22, 2016 |
|
File No. 1-36504
|
|
10.29
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed April 17, 2017 |
|
File No. 1-36504
|
|
10.30
|
|
|
Exhibit 10.1 of the
Company's Current Report on Form 8-K filed August 20, 2018 |
|
File No. 1-36504
|
|
10.31
|
|
|
Exhibit 10.3 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
|
10.32
|
|
|
Exhibit 10.2 of the
Company's Current Report on Form 8-K filed July 22, 2016 |
|
File No. 1-36504
|
|
10.33
|
|
|
Exhibit 10.2 of the
Company's Current Report on Form 8-K filed April 17, 2017 |
|
File No. 1-36504
|
|
10.34
|
|
|
Exhibit 10.2 of the
Company's Current Report on Form 8-K filed August 20, 2018 |
|
File No. 1-36504
|
|
10.35
|
|
|
Exhibit 10.3 of the
Company's Current Report on Form 8-K filed August 20, 2018 |
|
File No. 1-36504
|
|
10.36
|
|
|
Exhibit 10.4 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.37
|
|
|
Exhibit 10.4 of the
Company's Current Report on Form 8-K filed August 20, 2018 |
|
File No. 1-36504
|
|
10.38
|
|
|
Exhibit 10.5 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.39
|
|
|
Exhibit 10.6 of the
Company's Current Report on Form 8-K filed May 10, 2016 |
|
File No. 1-36504
|
|
10.40
|
|
|
Exhibit 10.5 of the
Company's Current Report on Form 8-K filed August 20, 2018 |
|
File No. 1-36504
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Original Filed Exhibit
|
|
File Number
|
10.43
|
|
|
Exhibit 10.6 of the Company’s Quarterly
Report on Form 10-Q for the quarter ended
September 30, 2018,
filed November 2, 2018
|
|
File No. 1-36504
|
|
10.44
|
|
|
Exhibit 10.7 of the Company’s Quarterly
Report on Form 10-Q for the quarter ended
September 30, 2018, filed
November 2, 2018
|
|
File No. 1-36504
|
|
10.45
|
|
|
|
Exhibit 10.8 of the Company’s Quarterly
Report on Form 10-Q for the quarter ended
September 30, 2018, filed
November 2, 2018
|
|
File No. 1-36504
|
†10.46
|
|
|
|
|
|
|
†10.47
|
|
|
|
|
|
|
†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, 2018, 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
|
|
|
|
|
|
|
|
Balance at
|
||||||||||
|
|
Beginning
|
|
|
|
|
|
|
|
End of
|
||||||||||
(Dollars in millions)
|
|
of Period
|
|
Expense
(a)
|
|
Recoveries
(b)
|
|
Other
(c) (d)
|
|
Period
|
||||||||||
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Allowance for Uncollectible Accounts Receivable
|
|
$
|
156
|
|
|
$
|
5
|
|
|
$
|
(15
|
)
|
|
$
|
(23
|
)
|
|
$
|
123
|
|
Long-term Allowance for Uncollectible Accounts Receivable
|
|
173
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
171
|
|
|||||
Total Allowance for Uncollectible Accounts Receivable
|
|
$
|
329
|
|
|
$
|
5
|
|
|
$
|
(17
|
)
|
|
$
|
(23
|
)
|
|
$
|
294
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation Allowance on Deferred Tax Assets
|
|
$
|
1,887
|
|
|
(166
|
)
|
|
—
|
|
|
(19
|
)
|
|
$
|
1,702
|
|
|||
Excess and Obsolete Inventory Reserve
|
|
$
|
635
|
|
|
86
|
|
|
(6
|
)
|
|
(410
|
)
|
|
$
|
305
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|||
Excess and Obsolete Inventory Reserve
|
|
$
|
265
|
|
|
545
|
|
|
(5
|
)
|
|
(170
|
)
|
|
$
|
635
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|||
Excess and Obsolete Inventory Reserve
|
|
$
|
288
|
|
|
$
|
273
|
|
|
$
|
(4
|
)
|
|
$
|
(292
|
)
|
|
$
|
265
|
|
(a)
|
In the second quarter of 2017, we changed the accounting for revenue with our primary customer in Venezuela to record a discount reflecting the time value of money and accrete the discount as interest income over the expected collection period using the effective interest method. In the fourth quarter of 2017, we changed the accounting for revenue with substantially all of our customers in Venezuela due to the downgrade of the country’s bonds by certain credit agencies, continued economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S. government. We recorded a charge equal to a full allowance on our accounts receivable for customers in Venezuela of approximately
$230 million
. This reduced our long-term and current receivables by
$158 million
and
$72 million
, respectively, as of December 31, 2017. The long-term allowance related to our primary customer in Venezuela is
$171 million
and
$173 million
as of December 31, 2018 and December 31, 2017.
|
(b)
|
Of the total recoveries, we collected
$16 million
on previously fully reserved Venezuelan accounts receivable.
|
(c)
|
Other within the allowance for uncollectible accounts receivable as of December 2017 includes write-offs and amounts reclassified to long-term and as of December 31, 2018, includes reductions to allowance reserves.
|
(d)
|
Other for valuation allowance on deferred taxes is primarily due to currency translation. Other for excess and obsolete inventory reserve primarily represents the removal of scrapped inventory that had been previously reserved.
|
Signatures
|
Title
|
Date
|
|
|
|
/s/ Mark A. McCollum
|
President, Chief Executive Officer
and Director
|
February 15, 2019
|
Mark A. McCollum
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Christoph Bausch
|
Executive Vice President and
|
February 15, 2019
|
Christoph Bausch
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Stuart Fraser
|
Vice President and
|
February 15, 2019
|
Stuart Fraser
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Mohamed A. Awad
|
Director
|
February 15, 2019
|
Mohamed A. Awad
|
|
|
|
|
|
/s/ Roxanne J. Decyk
|
Director
|
February 15, 2019
|
Roxanne J. Decyk
|
|
|
|
|
|
/s/John D. Gass
|
Director
|
February 15, 2019
|
John D. Gass
|
|
|
|
|
|
/s/ Emyr Jones Parry
|
Director
|
February 15, 2019
|
Emyr Jones Parry
|
|
|
|
|
|
/s/Francis S. Kalman
|
Director
|
February 15, 2019
|
Francis S. Kalman
|
|
|
|
|
|
/s/ David S. King
|
Director
|
February 15, 2019
|
David S. King
|
|
|
|
|
|
/s/ William E. Macaulay
|
Chairman of the Board and Director
|
February 15, 2019
|
William E. Macaulay
|
|
|
|
|
|
/s/ Angela A. Minas
|
Director
|
February 15, 2019
|
Angela A. Minas
|
|
|
|
|
|
/s/Guillermo Ortiz
|
Director
|
February 15, 2019
|
Guillermo Ortiz
|
|
|
1.
|
Section 1.1(ss)(ii)(C)
of the Purchase Agreement is hereby amended and restated as follows:
|
2.
|
The first two sentences of
Section 2.5(d)
of the Purchase Agreement are hereby amended and restated as follows, and the definition of “Target Net Working Capital Amount” shall be deleted from the Purchase Agreement in its entirety:
|
3.
|
Section 2.11(a)
of the Purchase Agreement is hereby amended and restated as follows:
|
4.
|
Section 5.2(b)
of the Purchase Agreement is hereby amended and restated as follows:
|
5.
|
Section 5.11
of the Purchase Agreement is hereby amended and restated as follows:
|
6.
|
The Parties agree that at the Initial Closing, the Kuwait Assets will be purchased and sold pursuant to
Sections 2.1
and
2.2
of the Purchase Agreement;
provided
,
however
, that the Rigs numbered 827 and 830 and the related equipment and inventories, each as more fully described in Section 1.1(ss)(ii)(A) of the Seller Disclosure Schedule (individually an “
Iraq Rig
” and collectively, the “
Iraq Rigs
”), shall not be transferred at the Initial Closing. In lieu of a transfer of the Iraq Rigs in Southern Iraq, the Parties agree that Seller shall instead pack and transport the Iraq Rigs from their current location to the Kingdom of Saudi Arabia, or such other location as may otherwise be mutually agreed by the Parties in writing (the “
Delivery Location
”), such process to be commenced by Seller as promptly as practicable following the Initial Closing and Seller shall use commercially reasonable best efforts to complete the transfer process as promptly as practicable. Purchaser agrees to reimburse Seller for all costs reasonably incurred by Seller that are pre-approved by Purchaser (acting reasonably) in an aggregate amount of up to $2,000,000 in connection with the packing and transport of the Iraq Rigs to the Delivery Location, such costs to be reimbursed on the date that the transfer of the applicable Iraq Rig occurs (each such date of transfer, the “
Iraq Transfer Date
”). The transfer of title to each Iraq Rig shall occur promptly following the time at which the relevant Iraq Rig is transported to international waters and at a time whilst the Iraq Rigs are still in international waters in transit to the Delivery Location, or at such other time as mutually agreed by the Parties in writing. For purposes of the foregoing, the Parties further agree that (a) Seller shall be responsible for obtaining all export clearances required to be enable it to export the Iraq Rigs from Iraq; (b) Purchaser shall be responsible for obtaining all import clearances required to enable it to import the Iraq Rigs into the country of the Delivery Location; (c) risk in the Iraq Rigs shall remain with Seller and the relevant Selling Entity until the transfer of title takes place on the relevant Iraq Transfer Date; (d) the transfer of title to each Iraq Rig shall be documented pursuant to a stand-alone Asset Transfer Agreement (the “
Iraq Asset Transfer Agreement
”), (e) Seller shall comply with
Section 2.12
of the Purchase Agreement until the transfer of each Iraq Rig occurs and (f) notwithstanding the delayed transfer of the Iraq Rigs, for purposes of the Purchase Agreement, the Initial Closing shall be deemed to have occurred on the date on which the purchase and sale of the other Kuwait Assets has been consummated. For purposes of (c) above, the parties agree that
Sections 6.1(f)
through
(h)
of the Purchase Agreement shall not apply, however in the event any Iraq Rig becomes inoperable or is destroyed prior to the relevant Iraq Transfer Date, and which is not repaired or replaced with a rig of comparable age and specification which is capable of being contracted in its current condition (such replacement being subject to the approval of Purchaser acting reasonably), then the applicable Iraq Rig shall be deemed an “Excluded Rig” for purposes hereof.
|
7.
|
The parties agree that at the Initial Closing, the Kuwait Cash Consideration shall be reduced by an amount equal to $12,000,000, which such amount, less any Excluded Rig Deduction in respect of each of the Iraq Rigs, shall instead be paid on each Iraq Transfer Date (in an amount equal to $6,000,000 per Iraq Rig). In addition, the amount of the Deposit to be credited against the Purchase Price for the Kuwait Assets at the Initial Closing shall be reduced to $18,450,000, with the remaining $1,800,000 (the “
Remaining Deposit
”) being held in escrow until the relevant Iraq Transfer Date (when it shall be reduced in an amount equal to $900,000 per Iraq Rig). In the event there is an Excluded Rig Deduction with respect to any Iraq Rig, the parties agree that the portion of the Remaining Deposit allocable to such Iraq Rig may be released from escrow to Purchaser.
|
8.
|
On each Iraq Transfer Date (a) Seller shall deliver or cause to be delivered to Purchaser (i) the Iraq Asset Transfer Agreement executed by the Selling Entity, (ii) a certificate dated as of the Iraq Transfer Date confirming the incumbency of each officer of the Selling Entity executing the Iraq Asset Transfer Agreement and (b) Purchaser shall deliver or cause to be delivered to Seller (i) a release of the Remaining Deposit plus the balance of the amount due in respect of the applicable Iraq Rig under paragraph 7 and all amounts reimbursable to Seller pursuant to paragraph 6, (ii) the Iraq Asset Transfer Agreement executed by the Designated Affiliate and (iii) a certificate dated as of the Iraq Transfer Date confirming the incumbency of each officer of the Designated Affiliate executing the Iraq Asset Transfer Agreement.
|
9.
|
In respect of the Iraq Rigs, for the avoidance of doubt (a) other than the payment of amounts reimbursable to Seller pursuant to paragraph 6, Liabilities will only be Assumed Liabilities to the extent they relate to a period on or after the Iraq Transfer Date, (b) Retained Taxes shall include any Taxes on or with respect to the Iraq Rigs for any period prior to the Iraq Transfer Date and (c)
Article 9
of the Purchase Agreement shall apply on the basis that Seller shall be responsible for all Tax Returns and Taxes on the Iraq Rigs up to the Iraq Transfer Date.
|
10.
|
On the applicable Iraq Transfer Date, solely with respect to the Iraq Rigs and the applicable Selling Entity, Seller repeats the representations and warranties set forth in
Sections 3.2
,
3.3
,
3.8(a)
,
3.8(b)
, and
3.23
. On the applicable Iraq Transfer Date, Seller represents and warrants that the applicable Iraq Rig, when re-assembled by Purchaser using reasonable and customary methods and efforts for such re-assembly, such Iraq Rig will be in good working order.
|
11.
|
Once it occurs (and except as provided for in this letter) the transfer of title to the Iraq Rigs shall be deemed to have taken place as part of the Initial Closing and
Section 8.1
of the Purchase Agreement shall apply to the representations, warranties and covenants made by Seller under this letter and the relevant Selling Entity under the Iraq Asset Transfer Agreement (as if they had been made at the Initial Closing) save that any time limit that applies in respect of the Iraq Rigs for the purposes of
Section 8.4
of the Purchase Agreement shall be calculated by reference to the Iraq Transfer Date rather than the Initial Closing Date.
|
12.
|
If the transfer of title of each of the Iraq Rigs shall not have occurred pursuant to this letter on or before March 31, 2019 either party shall by written notice to the other party be entitled to terminate this letter agreement solely with respect to the transfer of the Iraq Rigs;
provided
that this right will not be available to any party whose material breach of the terms of this letter agreement which has resulted in the failure of the transfer of the Iraq Rigs to occur by such date. Upon such termination, the Remaining Deposit shall be promptly returned to the Purchaser.
|
13.
|
In furtherance of the covenants and agreements set forth in this letter agreement, Purchaser hereby waives in all respects (a) any breach or inaccuracy of
Section 3.8(b)
of the Purchase Agreement as a result of any change of condition required to enable the Iraq Rigs to be packed and transported in accordance with the covenants set forth in paragraph 6, (b) any claims for
|
14.
|
Each of the parties to this letter agreement represents and warrants that (i) such Person has all requisite corporate power and authority to execute, deliver and perform this letter agreement and (ii) the execution, delivery and performance of this letter have been duly authorized by all requisite corporate approvals on the part of such Person.
|
15.
|
The Parties agree that Purchase Agreement is and shall continue to be in full force and effect in accordance with its terms, and, except as expressly set forth in this letter agreement, no other modification to the Purchase Agreement is agreed to or implied. This letter agreement, together with the Purchase Agreement and the other Transaction Documents, constitute the entire agreement among the parties hereto and their respective Affiliates with respect to the subject matter hereof and thereof. The Parties further agree that
Section 11.5
,
Section 11.6
and
Sections 11.8
through
11.16
of the Purchase Agreement are incorporated herein by reference as if set forth in full herein and shall apply to the terms and provisions of this letter agreement and the Parties hereto
mutatis mutandis.
For the avoidance of doubt, this letter agreement and the Iraq Asset Transfer Agreement shall be “Transaction Documents” for purposes of the Purchase Agreement.
|
16.
|
The Seller Parent has executed this letter agreement where provided for below to confirm that the guarantee it has given under
Section 11.17
of the Purchase Agreement remains in full force and effect.
|
1.
|
Rig Capital Expenditure Program; Backlog
|
(a)
|
Section 5.2(b)
of the KSA Purchase Agreement, is hereby amended and restated as follows:
|
(b)
|
Backlog
. The Parties agree that there will be no Backlog Deduction in connection with the Closing pursuant to the KSA Purchase Agreement. In addition, for purposes of the Purchase Agreement, the Parties acknowledge and agree that it was the Parties’ intention that “Backlog” would equal the amount of payments owed under the Drilling Contracts calculated as of July 1, 2018, as set forth in the Seller Disclosure Schedule, however such amount as set forth in the Seller Disclosure Schedule would be reduced to reflect payments made under the Drilling Contracts between the Effective Date and the Closing Date. Conversely, the “Backlog” amount set forth in the Seller Disclosure Schedule would not be reduced if any payments would no longer be owed by a customer as a result of the termination of any Drilling Contract, it being contemplated that such lost payments due to a termination of a Drilling Contract could result in a Backlog Deduction. The threshold for which there may be a Backlog Deduction would be calculated on the basis of the adjusted Backlog (i.e., the threshold would be equal to 90% of the Backlog calculated after the initial amount of Backlog (as of July 1, 2018) had been reduced to give effect to payments made under Drilling Contracts). It was not contemplated that there would be a Backlog Deduction unless payments would no longer be owed by a customer as a result of a termination of the Drilling Contract between the Effective Date and the Closing Date (in which case such lost payments could be offset by payments
|
2.
|
Purchased Assets; Purchase Orders
.
|
(a)
|
For purposes of
Section 1.1(vv)
of the KSA Purchase Agreement, the Parties acknowledge and agree that the Purchased Assets shall include the equipment listed in
Section 1.1(vv)(i)
of the first supplement to the Seller Disclosure Schedule, delivered to Purchaser and dated as of the date hereof, with the exception of the assets identified under the tab “Missing Assets”, which shall not be Purchased Assets, but will be excluded from the Closing (“
Excluded Assets
”); it being further acknowledged and agreed that the equipment identified under the tab “Extra Assets” would be transferred and sold to Purchaser at Closing at no additional cost in replacement of the Excluded Assets. In furtherance of the foregoing, Purchaser hereby unconditionally and irrevocably waives any and all claims, actions, causes of action, demands, rights, benefits, claims for indemnification or otherwise it may have against Seller or its Affiliates with respect or otherwise relating to the Excluded Assets.
|
(b)
|
With respect to the KSA Purchase Agreement, Seller has advised Purchaser of outstanding purchase orders in the approximate amount of $10,721,120. It has been agreed that Purchaser shall have no liability for the purchase orders for drill pipes ($1,727,316) and Pakistan BOP ($425,150) and that the drill pipes have been delivered and will form part of the “Purchased Assets” and the purchase order for the Pakistan BOP will be cancelled. Accordingly, liability for payments on the balance of outstanding purchase orders in an approximate amount of $8,568,654 will be determined in accordance with this paragraph 2(b). At Closing, Purchaser agrees to assume all payment obligations arising from such purchase orders that become due after the Closing Date, and for which goods have not been delivered (or services rendered) as of the Closing Date which payment obligations have an estimated aggregate amount of $6,454,871 (with all other payments and liabilities in respect of such purchase orders remaining the responsibility of Seller and its Affiliates) as follows: (i) (A) in respect of purchase orders in the period up to November 17, 2018, payments having an estimated aggregate amount of approximately $4,054,871.14, (B) in respect of purchase orders in the period from November 17, 2018 to November 29, 2018, payments having an estimated amount of approximately $1,650,000 and (C) in respect of other periods, payments having an estimated aggregate amount of approximately $750,000 (collectively, “
Category A Purchase Orders
”). Accordingly, it is anticipated the approximate amount of purchase orders which are not Category A Purchase Orders will be $2,113,783 (“
Category B Purchase Orders
”). During the three Business Days period following the Closing, Purchaser and Seller will form a committee to review and examine the actual date of on-ground delivery of goods or the date on which services were actually rendered for purposes of determining whether or not, with respect to the Category A Purchase Orders, goods were delivered (or services rendered) prior to the Closing Date. It is further agreed that with respect to Category B Purchase Orders, Purchaser shall notify Seller within five Business Days following the Closing as to which such Category B Purchase Orders Purchaser (in its discretion) wishes to continue, in which case Purchaser shall be liable for all payment obligations that become due after the Closing Date arising from those Category B Purchase Orders for which goods have not been delivered (or services rendered) as of the Closing Date which Purchaser has elected to continue as aforesaid (with all other payments and liabilities in respect of the Category B Purchase Orders
|
3.
|
Employee Matters
. Notwithstanding the covenants and obligations of the Parties set forth in
Article 10
of the Purchase Agreement, the Parties acknowledge and agree that (i) the current list of Employees set forth on
Section 10.1(c)
of the Purchaser Disclosure Schedule shall be replaced for all purposes by the list attached as Schedule I hereto (the “
Revised List
”), and (ii) the undertakings required to transfer all of the Employees set forth on the Revised List (the “
Relevant Employees
”) cannot be completed prior to the Closing Date. Accordingly, the Parties hereby agree as follows:
|
(a)
|
The Parties acknowledge and agree that each Relevant Employee which accepts an offer made or to be made by the Purchaser will become a Transferring Employee, if at all, not at the Closing but at one or more times during the 120 day period immediately following the Closing Date (the “
Transition Period
”).
|
(b)
|
From time to time during the Transition Period, Purchaser shall extend either a written offer of employment or an updated offer of employment, as applicable, to each Relevant Employee specifying the Relevant Employee’s proposed start date with Purchaser or its applicable Affiliate (which such start date shall be a date within the Transition Period). For the avoidance of doubt, and notwithstanding anything in
Section 10.1
of the Purchase Agreement to the contrary, no such offers of employment made by Purchaser to any Relevant Employee may be conditioned upon the occurrence of any event or the taking
|
(c)
|
Each Relevant Employee who timely accepts an offer of employment from Purchaser and who commences employment with Purchaser (or its Affiliates) shall be deemed a Transferring Employee for purposes of the Purchase Agreement;
provided
, that in reading such sections of the Purchase Agreement with respect to any Employee who becomes a Transferring Employee, any reference in any such section with respect to the “Closing Date” or “effective as of the Closing” or otherwise referencing the Closing in a similar manner shall be read instead to reference the Transfer Effective Date applicable to such Employee, except with respect to
Section 10.1(e)
and
Section 10.2(b)
(provided always that this shall not prejudice the obligations of Seller or its Affiliates under the Transition Services Agreement).
|
(d)
|
Seller agrees to provide payroll and general benefits to the Relevant Employees (as well as to maintain such Relevant Employees on its sponsorship for residency and work purposes, inclusive of maintaining registration of Relevant Employees with the General Organization of Social Insurance) until the Transfer Effective Date (or in the case of a Relevant Employee that rejects or revokes its acceptance of an offer from the Purchaser until the date of such rejection/revocation) in accordance with the terms of the Transition Services Agreement. In consideration therefor, Purchaser agrees to pay, compensate or reimburse Seller and its Affiliates for any and all payments made to or on behalf of the Relevant Employees with respect to all compensation (including salary, wages, commissions, overtime, vacation and other paid leave) and benefits (including benefits, Taxes, administrative costs, and workers’ compensation and similar claims), it being acknowledged and agreed that any such costs incurred by Seller or its Affiliates relating to the services outlined above shall be excluded from the definition of “Service Fees” under the Transition Services Agreement, and shall instead be referred to, in the aggregate, as “
Employee Costs
.” Notwithstanding anything in the Purchase Agreement or Transition Services Agreement to the contrary, Seller shall deliver to Purchaser a statement of the Employee Costs within the ten day period immediately preceding a payroll date (a “
Payroll Statement
”). Purchaser shall have five days following receipt of the Payroll Statement to review and approve the Employee Costs (such approval to not be unreasonably withheld, it being further acknowledged and agreed that Purchaser shall not disapprove any Employee Costs that are consistent with the costs incurred by Seller and its Affiliates during the 12 months preceding the Closing Date (unless these are discretionary payments only). If Purchaser does not provide comments on the Payroll Statement within such five day period, then the Payroll Statement shall be deemed approved without any further action by either of the Parties (it being acknowledged and agreed that the absence of any comment on a specific item of Employee Costs shall also be deemed an approval of that Employee Cost). Following the approval (or deemed approval) of the Payroll Statement, Seller shall procure the payments of the Employee Costs on the dates such payments are due to the Relevant Employees, and Purchaser shall reimburse Seller all amounts reflected in such Payroll Statement no later than two Business Days after payment by Seller to the Relevant Employees.
|
(e)
|
Notwithstanding anything in Section 3.4 of the Transition Services Agreement to the contrary, Seller agrees not to dismiss or terminate the employment of any Relevant Employee or agree to any change to the compensation, benefits or other terms and conditions of employment of any Relevant Employee (including without limitation any discretionary element, salary planning/merit increase or off cycle increase) that would increase the amount of Employee Costs reimbursable by Purchaser, except at the direction of Purchaser. In the case of such termination of a Relevant Employee directed by Purchaser prior to the Transfer Effective Date, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Losses incurred by Seller Indemnified Parties resulting or otherwise arising from such termination (other than end of service benefits, which shall be paid by Seller pursuant to
Section 10.1(d)
of the Purchase Agreement).
|
(f)
|
For the avoidance of doubt, Purchaser acknowledges and agrees that notwithstanding Seller’s agreements set forth in this paragraph 3 and the provision of Transition Services pursuant to the Transition Services Agreement, any Relevant Employees who become Transferring Employees will not be deemed to be employed by Seller or any of its Affiliates as of the time they become Transferring Employees on the Transfer Effective Date. For the entire duration of the Transition Services Period (as defined in the Transition Services Agreement), the parties agree that Purchaser and its Affiliates will (i) be solely and exclusively responsible for and undertake full management of the Relevant Employees at all times and on a daily basis, (ii) provide all benefits to which the Relevant Employees are entitled pursuant to
Section 10.2
of the Purchase Agreement except for the benefits that Seller has explicitly agreed to administer under
Exhibit A
of the Transition Services Agreement during the Transition Services Period and (iii) represent at all times and in all internal and external communications (whether written or oral) relating to or concerned with the Transferring Employees that Purchaser employs such employees, and that Seller and its Affiliates act only as a service provider for and on behalf of Purchaser as set out in the Transition Services Agreement.
|
(g)
|
Except with respect to any Liability, demand, or claim arising from Seller’s failure to perform its obligations under this letter agreement, in addition to and without prejudice to all other rights or remedies available to Seller under the Purchase Agreement and Transition Services Agreement, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Losses incurred by Seller Indemnified Parties resulting or otherwise arising from this paragraph 3 following the Closing, including but not limited to (i) Purchaser’s or its Affiliate’s actions or omissions (or alleged actions or omissions) toward the Relevant Employees during the Transition Period, (ii) actions of Relevant Employees acting in the course of the Business, whether based on contract, tort, or statutory violation, and (iii) any property damage or bodily injury sustained by any Relevant Employee during the Transition Period while performing Transition Services at any premises of Purchaser or its Affiliate, regardless of the cause of the claim or other Loss;
provided
,
however
, that this indemnity shall not apply in respect of Losses resulting to the extent arising from the gross negligence or willful misconduct of Seller or its Affiliates.
|
(h)
|
For the purposes of this letter any “Relevant Employee” shall cease to be a “Relevant Employee” from the date and time at which such Relevant Employee has irrevocably rejected any offer of employment made to it by Purchaser or its Designated Affiliates pursuant to the KSA Purchase Agreement. As at the date of this letter (i) offers have been made to all of the Relevant Employees, (ii) 877 Relevant Employees have provided a signed acceptance of such offer (none of which acceptances have yet been revoked), and (iii) 22 Relevant Employees have not yet responded to the offers made.
|
(i)
|
For the avoidance of doubt Benoit Babineau will not be deemed a Relevant Employee, however Seller and its Affiliates will not terminate his employment for a period of at least 90 days following the Closing (or until he resigns, if earlier), it being agreed that he will work for the Business to assist the transition with the KSA Customer without any charge or cost to Purchaser or its Designated Affiliates or the Business.
|
4.
|
Credit and Performance Support Obligations
. The Parties agree that, prior to the final Closing to occur under the AK Purchase Agreement (or the Side Letter with respect to the Iraq Rigs (as defined therein)), the Parties will amend or otherwise supplement the AK Purchase Agreement and the Transition Services Agreement to provide that, for jurisdictions other than the State of Kuwait, the Seller Guarantees to be maintained in accordance with
Section 5.11
of the AK Purchase Agreement will be maintained for 90 days (except for Seller Guarantees in excess of the Relevant Amount, which will be maintained for a period of up to 180 days following the applicable Closing (but only with respect to such excess)), in each case as originally contemplated by
Section 5.11
of the AK Purchase Agreement executed on July 11, 2018 and the Transition Services Agreement attached as an Exhibit thereto.
|
5.
|
Rig Capital Expenditure Program; Maintenance Support
.
|
(a)
|
With respect to
Section 5.2(b)
of the KSA Purchase Agreement, and without admission of liability, fact or claim by either Party that could give rise to any claim for indemnification pursuant to
Article 8
of the KSA Purchase Agreement, the Parties agree that (i) Seller will offset an amount equal to $2,125,000, representing a portion of the amount that was not spent by Seller under the Rig Capital Expenditure Program originally attached to the KSA Purchase Agreement, against the first $6,000,000 due to be paid by Purchaser to Seller on December 31, 2018 pursuant to
Section 5.2(b)
of the AK Purchase Agreement and (ii) Purchaser hereby irrevocably and unconditionally waives in all respects any claims for Losses with respect or otherwise relating to Seller’s or its Affiliates’ disclosed capital expenditure with respect to the Rig Capital Expenditure Program under the KSA Purchase Agreement.
|
(b)
|
For a period of 3 months following the Closing Date Seller shall provide (or procure that one of its Affiliates shall provide) maintenance support from their Dubai based rig maintenance team (the “
Dubai Team
”) to Purchaser’s and its Designated Affiliates’ maintenance team in the Territory (which shall be performing the daily maintenance to the Rigs) (the “
Purchaser’s Maintenance Team
”). For the purposes of providing this support one member of the Dubai Team will spend as much time as needed in the Territory assisting the Purchaser’s Maintenance Team (provided always that Purchaser’s Cairo based maintenance team is providing the same level of support).
|
6.
|
Miscellaneous
.
|
(a)
|
Each of the parties to this letter agreement represents and warrants that (i) such Person has all requisite corporate power and authority to execute, deliver and perform this letter agreement and (ii) the execution, delivery and performance of this letter have been duly authorized by all requisite corporate approvals on the part of such Person.
|
(b)
|
The Parties agree that Purchase Agreement is and shall continue to be in full force and effect in accordance with its terms, and, except as expressly set forth in this letter agreement, no other modification to the Purchase Agreement is agreed to or implied. This letter agreement, together with the Purchase Agreement and the other Transaction Documents, constitute the entire agreement among the parties hereto and their respective
|
7.
|
Seller Parent Guarantee
. The Seller Parent has executed this letter agreement where provided for below to confirm that the guarantee it has given under
Section 11.17
of the KSA Purchase Agreement remains in full force and effect in accordance with its terms.
|
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 15, 2019
|
|
|
|
/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 15, 2019
|
|
|
|
/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 15, 2019
|
|
|
|
|
|
|
(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 15, 2019
|
|
|
|
|
|
|