UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
(Mark One)FormForm 10-K  
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended
December 31, 20172019
 or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from __________________________________to __________________________________
 Commission file number001-36504
Weatherford International public limited companyplc
(Exact name of registrant as specified in its charter)
Ireland 98-0606750
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Weststrasse 1, 6340 Baar, Switzerland2000 St. James Place,Houston,Texas CH 634077056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +41.22.816.1500713.836.4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s) (1)
Name of each exchange on which registered
Ordinary Shares, par value $0.001 per shareWFTLFNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ
Accelerated filero
Non-accelerated filer (Do not check if a smaller reporting company) o
Smaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes     No 
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 20172019 was approximately $3.4 billion$50.2 million based upon the closing price on the New York Stock Exchange as of such date.
The registrant had 993,615,89769,999,966 ordinary shares outstanding as of February 5, 2018.

March 12, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
PortionsCertain information required to be furnished pursuant to Part III of the registrant’sthis Form 10-K will be set forth in, and will be incorporated by reference from, Weatherford’s definitive proxy statement for the 20182020 Annual General Meeting of Shareholders to be held on April 27, 2018 are incorporated into Part IIIJune 12, 2020 to be filed by Weatherford with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2019.
______________


1Since our emergence from bankruptcy, our ordinary shares have been quoted on the OTC Pink Marketplace. While our ordinary shares remain registered on the NYSE, the NYSE suspended trading in our ordinary shares in May 2019 and our appeal of this Form 10-K.that suspension is pending.


Weatherford International plc
Form 10-K for the Year Ended December 31, 20172019
Table of Contents








Table of ContentsItem 1 | Business


Forward-Looking Statements
This report contains various statements relating to future financial performance and results, including certain projections, business trends and other statements that are not historical facts. These statements constitute forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “strategy,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements reflect our beliefs and expectations based on current estimates and projections. While we believe these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Furthermore, from time to time, we update the various factors we consider in making our forward-looking statements and the assumptions we use in those statements. However, we undertake no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws. The following sets forth various assumptions we use in our forward-looking statements, as well as risks and uncertainties relating to those statements. Certain of these risks and uncertainties may cause actual results to be materially different from projected results contained in forward-looking statements in this report and in our other disclosures. These risks and uncertainties include, but are not limited to, those described below under “Item 1A. – Risk Factors” and the following:

the price and price volatility of oil, natural gas and natural gas liquids;
global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
nonrealization of expected benefits from our acquisitions or business dispositions and our ability to execute or close such acquisitions and dispositions;
our ability to realize expected revenues and profitability levels from current and future contracts;
our ability to manage our workforce, supply chain and business processes, information technology systems and technological innovation and commercialization, including the impact of our organization restructure and the cost and support reduction plans;
our high level of indebtedness;
increases in the prices and availability of our raw materials;
potential non-cash asset impairment charges for long-lived assets, goodwill, intangible assets or other assets;
changes to our effective tax rate;
nonrealization of potential earnouts associated with business dispositions;
downturns in our industry which could affect the carrying value of our goodwill;
member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
adverse weather conditions in certain regions of our operations;
our ability to realize the expected benefits from our redomestication from Switzerland to Ireland and to maintain our Swiss tax residency;
failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to environmental and tax and accounting laws, rules and regulations; and
limited access to capital, significantly higher cost of capital, or difficulty raising additional funds in the equity or debt capital markets.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our other filings with the Securities Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”). For additional information regarding risks and uncertainties, see our other filings with the SEC.



Table of Contents

PART I

Item 1. Business
 
Weatherford International plc, an Irish public limited company, and Swiss tax resident, was formed on June 17, 2014, after a change in our place of incorporation from Switzerland to Ireland, together with its subsidiaries (“Weatherford,” the “Company,” “we,” “us” and “our”), and is a multinational oilfield service company. Weatherford is one of the world’s leading providers ofwellbore and production solution company providing equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. Many of our businesses, including those of our predecessor companies, have been operating for more than 50 years.
 
We conduct operations in approximately 90over 80 countries and have service and sales locations in nearlyvirtually all of the major oil and natural gas producing regions in the world. Our operational performance is reviewed on a geographic basis and we report our Western Hemisphere and Eastern Hemisphere as separate and distinct reporting segments.

Our headquartersprincipal executive offices are located at Weststrasse1, 6340 Baar, Switzerland2000 St. James Place, Houston, Texas 77056 and our telephone number at that location is +41.22.816.1500.+1.713.836.4000. Our internet address is www.weatherford.com. General information about us, including our corporate governance policies, code of business conduct and charters for the committees of our Board of Directors, can be found on our website under the “Investor Relations” section. On our website we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file or furnish them to the SEC. The public may read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains our reports, proxy and information statements, and our other SEC filings. The address of that site is www.sec.gov. OurWhile our ordinary shares are listedremain registered on the New York Stock Exchange (the “NYSE”), the NYSE suspended trading in our ordinary shares in May 2019 and our appeal of that suspension is pending. Since our emergence from bankruptcy, our ordinary shares have been quoted on the OTC Pink Marketplace under the symbol “WFT”“WFTLF”.


Recent Developments – Reorganization and Emergence from Bankruptcy Proceedings

On July 1, 2019 (the “Petition Date”), Weatherford International plc, Weatherford International Ltd., and Weatherford International, LLC (collectively, the “Weatherford Parties” or the “Company”) commenced voluntary cases (the “Cases”), seeking relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On September 9, 2019, the Company filed with the Bankruptcy Court the proposed Second Amended Joint Prepackaged Plan of Reorganization of Weatherford International plc and its Affiliate Weatherford Parties (as amended, the “Plan”).

On September 11, 2019, the Bankruptcy Court entered an order, Docket No. 343 (the “Confirmation Order”), confirming and approving the Plan. On December 13, 2019 (the “Effective Date”), the conditions to effectiveness of the Plan were satisfied and the Weatherford Parties emerged from Chapter 11, including, but not limited to, the effectiveness of the schemes of arrangement in Ireland and Bermuda.

Upon emergence from bankruptcy on December 13, 2019, the Company’s then-existing unsecured senior and exchangeable senior notes (including unpaid interest) totaling $7.6 billion were cancelled pursuant to the terms of the Plan, resulting in a gain on settlement of liabilities subject to compromise included in “Reorganization Items” on the Consolidated Statements of Operations. See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for additional details on bankruptcy emergence.

On the Effective Date, we adopted and applied the relevant guidance with respect to the accounting and financial reporting for entities that have emerged from bankruptcy proceedings, or “Fresh Start Accounting.”  Under Fresh Start Accounting, our balance sheet on the Effective Date reflects all our assets and liabilities at fair value. Our emergence from bankruptcy and the adoption of Fresh Start Accounting resulted in a new reporting entity, referred to herein as the “Successor,” for financial reporting purposes.  To facilitate discussion and analysis of our financial condition and results of operations herein, we refer to the reorganized Weatherford Parties as the Successor for periods subsequent to December 13, 2019 and as the “Predecessor” for periods on or prior to December 13, 2019.  As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Plan, our consolidated financial statements subsequent to December 13, 2019 may not be comparable to our consolidated financial statements on or prior to December 13, 2019, and as such, “black-line” financial statements are presented to distinguish between the Predecessor and Successor companies.



References to the year ended December 31, 2019 relate to the combined Successor and Predecessor Periods for the year ended December 31, 2019 as the 18 days of the Successor Period is not a significant period of time impacting the combined results.

Strategy
 
Our primary objective is to build stakeholder value through profitable growth in our core product lines with disciplined use of capital and a strong customer focus.

Principal components of our strategy include the following:
Continuously improving the efficiency, productivityOur customers’ objectives are continually evolving and quality of our productsare currently focused on lowering capital and servicesoperational expenditures, generating positive cash flow, reducing emissions, and theirrespective delivery toenhancing safety. Weatherford is aligning its technology development and operations around these trends and expanding its role as a leading “Tier 1 solutions provider” that assists our customers in orderaddressing their key operational challenges related to grow revenues and operating marginsfour domains:

Mature Fields: rejuvenating aging assets from the reservoir to the point of sale through optimizing lift efficiency, restoring wellbore efficiency and integrity, accelerating reservoir recovery, and permanently abandoning wells when they are no longer economic to produce;

Unconventionals: enabling customers to monetize wells by drilling faster, deeper, and cheaper and combating production declines through accurate reservoir evaluation, efficient well construction, effective stimulation, and optimizing production;

Offshore: supporting customers sustain high-margin, long-term production with a focus on reducing rig time, enhancing safety and reliability, and increasing well integrity through the optimization of well placement and construction;

Digitalization and Automation: leveraging our core competencies and applying Industry 4.0, including internet of things (IoT), data analytics, and cloud computing across our many solutions.

We are enabling this solution-based focus across our principal business operations (Production, Completions, Drilling and Evaluation and Well Construction) in all of our geographic markets atorganization through a rate exceeding the underlying market;
A commitment to the innovation, invention and integration, development and commercialization of new productsimproving safety and service that meet the evolving needs ofquality, embedding a returns-focused mindset in our customers across the reservoir lifecycle;organization, and developing and commercializing new technologies.
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 anoperationally efficient manner.

Markets
 
We are athe leading provider ofwellbore and production solutions company providing equipment and services to the oil and natural gas exploration and production industry. Demand for our industry’s services and products depends upon commodity prices for oil and gas, the number of oil and natural gas wells drilled, the depth and drilling conditions of wells, the number of well completions, the depletion and age of existing wells and the level of workover activity worldwide.


Technology is critical to the oil and natural gas marketplace as a result of the maturity of the world’s oil and natural gas reservoirs, the acceleration of production decline rates and the focus on complex well designs, including deepwater prospects. ClientsCustomers continue to seek, test and use production-enabling technologies at an increasing rate. We have invested a substantial amount of our time and resources into building our technology offerings, which helps us to provide our clientscustomers with more efficient tools to find and produce oil and natural gas. We believe ourOur products and services enable our clientscustomers to reduce their costs of drilling and production, increase production rates, or both. Furthermore, these offerings afford us additional opportunities to sell our core products and services to our clients.
 
Divestitures


On April 30, 2019, we completed the sale of our Reservoir Solutions business, also known as our laboratory services business, to Oil & Gas Labs, LLC, an affiliate of CSL Capital Management, L.P., for an aggregate purchase price of $206 million in cash, subject to escrow release and customary post-closing working capital adjustments. The business disposition included our laboratory and geological analysis business, including the transfer of substantially all personnel and associated contracts related to the business.

Also on April 30, 2019, we completed the sale of our surface data logging business to Excellence Logging for $50 million in total consideration, subject to customary post-closing working capital adjustments. The business disposition included our surface data logging equipment, technology and associated contracts related to the business.




DispositionWe divested a majority of U.S. Pressure Pumpingour land drilling rig operations during the year ended 2019 as well as in the fourth quarter of 2018. In the fourth quarter of 2018, we completed the sale of a portion of the land drilling rigs operations we previously committed to divesting in the fourth quarter of 2017 and Other Assetsreceived gross cash proceeds of $216 million. The sale represented two of a series of four closings pursuant to the purchase and sale agreements entered into with ADES International Holding Ltd. (“ADES”) in July of 2018, to sell our land drilling rig operations in Algeria, Kuwait and Saudi Arabia, as well as, two idle land rigs in Iraq. In the first quarter of 2019, we completed the final closings in the series of closings pursuant to the purchase and sale agreements entered into with ADES and received gross proceeds of $72 million. The transactions with ADES included our land rigs and related drilling contracts, as well as the transfer of employees and contract personnel, for aggregate proceeds of $288 million, subject to customary post-closing adjustments based on working capital and net cash.


OnIn the first quarter of 2018, we completed the sale of our continuous sucker rod service business in Canada for a purchase price of $25 million and recognized a gain of $2 million. The carrying amounts of the major classes of assets divested total $23 million and included PP&E, allocated goodwill and inventory. In the third quarter of 2018, we completed the sale of an equity investment in a joint venture for an insignificant gain.

In December 29,of 2017, we completed the sale of our U.S. pressure pumping and pump-down perforating assets for $430 million in cash. We sold our related facilities, field assets, and supplier and customer contracts related to these businesses. Proceeds from

Our divestitures were subject to deferred closings, escrow releases and customary post-closing working capital adjustments and may result in subsequent adjustments that are recorded through the sale were used to reduce outstanding indebtedness.Consolidated Statements of Operations.


Reporting Segments


At the end of the third quarter of 2017, changes to Weatherford’s organization structure were internally announced to flatten the organization structure, reduce our costs and accelerate decision-making processes. During the fourth quarter of 2017, theThe Company's chief operating decision maker (its chief executive officer) changed(the Chief Executive Officer) regularly reviews the information he regularly reviews to allocate resources and assess performance and we realignedof our reporting segments into two reportable segments which are theour Western Hemisphere segment and Eastern Hemisphere segment. Our Western Hemisphere segment represents the prior North AmericaHemisphere. These reportable segments are based on management’s organization and Latin America segments as well as land drilling rigs operations in Colombiaview of Weatherford’s business when making operating decisions, allocating resources and Mexico. Our Eastern Hemisphere segment represents the prior Middle East/North Africa (“MENA”)/Asia Pacific segment and Europe/Sub Sahara Africa (“SSA”)/Russia segment as well as land drilling rigs operations in the Eastern Hemisphere.assessing performance. Research and Developmentdevelopment expenses are now included in the results of both our Western and Eastern Hemisphere segments. We have revised our segment reporting to reflect our current management approach and recast prior periods to conform to the current segment presentation. Our corporate and other expenses that do not individually meet the criteria for segment reporting continue to beare reported separately asunder the caption Corporate expenses.General and Administrative.

Products and Services


Our principal business is to provide equipment and services to the oil and natural gas exploration and production industry, both onshore and offshore. Product and services include: (1) Production, (2) Completions, (3) Drilling and Evaluation and (4) Well Construction.


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.


Artificial Lift Systems provides a mechanical method to produce oil or gas from a well lacking sufficient reservoir pressure for natural flow. We provide most forms of lift, including reciprocating rod lift systems, progressing cavity pumping, gas-lift systems, hydraulic-lift systems, plunger-lift systems and hybrid lift systems for special applications. We also offer related automation and control systems.


StimulationPressure Pumping offers customers advanced chemical technology and services for safe and effective production enhancements. We provide pressure pumping and reservoir stimulation services, including acidizing, fracturing and fluid systems, cementing
and coiled-tubing intervention, however, our U.S. pressure pumping assets were sold in December of 2017.


Testing and Production Services provides well test data and slickline and intervention services. The service line includes drillstem test tools, surface well testing services, and multiphase flow measurement.


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.


Completion Systems offers customers a comprehensive line of completion tools-such as safety systems, production packers, downhole reservoir monitoring, flow control, isolation packers, multistage fracturing systems and sand-control technologies-thattechnologies that set the stage for maximum production with minimal cost per barrel.




Liner Systems includes liner hangers to suspend a casing string within a previous casing string rather than from the top of the wellbore. The service line offers a comprehensive liner-hanger portfolio-alongportfolio, along with engineering and executional experience-forexperience, for a wide range of applications that include high-temperature and high-pressure wells.


Cementing Products enables operators to centralize the casing throughout the wellbore and control the displacement of cement and other fluids for proper zonal isolation. Specialized equipment includes plugs, float and stage equipment and torque-and-drag reduction technology. Our cementing engineers analyze complex wells and provide all job requirements from pre-job planning to installation.



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.


Drilling Services includes directional drilling, logging while drilling, measurement while drilling and rotary-steerable systems. This service line also includes our full range of downhole equipment, including high-temperature and high-pressure sensors, drilling reamers and circulation subs.


Managed Pressure Drilling helps to manage wellbore pressures to optimize drilling performance. The services incorporate various technologies, including rotating control devices and advanced automated control systems, as well as, several drilling techniques, such as closed-loop drilling, air drilling, managed-pressure drilling and underbalanced drilling.


Surface Logging Systems provides real-time formation evaluation data by analyzing cuttings, gases, and fluids while drilling. Our offerings include conventional mud-logging services, drilling instrumentation, advanced gas analysis, and wellsite consultants.

Wireline Services includes openholeopen-hole and cased-hole logging services that measure the physical properties of underground formations to determine production potential, locate resources and detect cement and casing integrity issues. The service line also executes well intervention and remediation operations by conveying equipment via cable into oil and natural gas wells.


Surface Data Logging Systems provides real-time formation evaluation data by analyzing cuttings, gases and fluids while drilling. Our offerings include conventional mud-logging services, drilling instrumentation, advanced gas analysis and wellsite consultants. On April 30, 2019, we completed the sale of our surface data logging business to Excellence Logging for $50 million in total consideration, subject to customary post-closing working capital adjustments. The business disposition included our surface data logging equipment, technology and associated contracts related to the business.

Reservoir Solutions provides rock and fluid analysis to evaluate hydrocarbon resources, advisory solutions with engineering strategy and technologies to support assets at various development stages, and software products to optimize production and automate drilling. On April 30, 2019, we completed the sale of our laboratory services for an aggregate consideration of $206 million.


Well Construction builds or rebuilds well integrity for the full life cycle of the well. Using conventional to advanced equipment, we offer safe and efficient tubular running services in any environment. Our skilled fishing and re-entry teams execute under any contingency from drilling to abandonment and our drilling tools provide reliable pressure control even in extreme wellbores. We also include our land drilling rig business as part of Well Construction.


Tubular Running Services provides equipment, tubular handling, tubular management and tubular connection services for the drilling, completion,completions and workover of oil or natural gas wells. The services include conventional rig services, automated rig systems, real-time torque-monitoring and remote viewing of the makeup and breakout verification process. In addition, they include drilling-with-casing services.


Intervention Services provides re-entry, fishing, wellbore cleaning and well abandonment services, as well as, advanced multilateral well systems.


Drilling Tools and Rental Equipment delivers our patented tools and equipment-includingequipment, including drillpipe and collars, bottomholebottom hole assembly tools, tubular-handling equipment, pressure-control equipment, and machine-shop services-forservices, for drilling oil and natural gas wells.


Land Drilling Rigs provides onshore contract drilling services and related operations on a fleet of land drilling and workover rigs primarily operated in the Eastern Hemisphere. With our technologically diverse fleet, we have the ability to perform a


broad range of advanced drilling projects that include multi-well pad drilling, high-pressure high-temperature drilling, deep gas drilling, special well design and other unconventional drilling methods in various climates. A majorityWe divested substantially all of our land drilling rigs assets were classifiedrig operations during the year ended 2019, as held for salewell as, in the fourth quarter of December 31, 2017.2018.





Other Business Data
 
Competition


We provide our products and services worldwide and compete in a variety of distinct segments with a number of competitors. Our principal competitors include Schlumberger, Halliburton, Baker Hughes, (a GE company), National Oilwell Varco, Nabors Industries, Apergy Corp. and Frank’s International. We also compete with various other regional suppliers that provide a limited range of equipment and services tailored for local markets. Competition is based on a number of factors, including performance, safety, quality, reliability, service, price, response time and, in some cases, depth and breadth of products. See “Item 1A. – Risk Factors – The oilfield services business is highly competitive, which may adversely affect our ability to succeed. Additionally, the impact of consolidation and acquisitions of our competitors is difficult to predict and may harm our business.”business as a result.


Raw Materials
 
We purchase a wide variety of raw materials, as well as, parts and components made by other manufacturers and suppliers for use in our manufacturing.manufacturing facilities. Many of the products or components of products sold by us are manufactured by other parties. We are not dependent in any material respect on any single supplier for our raw materials or purchased components.


Customers
 
Substantially all of our customers are engaged in the energy industry. Most of our international sales are to large international or national oil companies. As of December 31, 2017,2019, the Eastern Hemisphere accounted for 57% of our net outstanding accounts receivables and the Western Hemisphere accounted for 43%53% and 47% of our net outstanding accounts receivables. As of December 31, 2017,2019, our net outstanding accounts receivable in the U.S. accounted for 19%14% of our balance and KuwaitMexico accounted for 10%approximately 17% of our net balance. No other country accounted for more than 10% of our net outstanding accounts receivables balance. During 2017, 2016the years ended December 31, 2019, 2018 and 2015,2017 no individual customer accounted for more than 10% or more of our consolidated revenues.

Backlog


Our services are usually short-term, in nature, day-rate based and cancellable should our customercustomers wish to alter the scope of work. Consequently, our backlog of firm orders is not material to the Company.our business.


Research, Development and Patents
 
We maintain world-class technology and training centers throughout the world. Additionally, we have research, development and engineering facilities that are focused on improving existing products and services and developing new technologies to meet customer demands for improved drilling performance and enhanced reservoir productivity. Weatherford has also developed significant expertise, trade secrets, and know-how with respect to manufacturing equipment and providing services. Our expenditures for research and development totaled $158 million in 2017, $159 million in 2016 and $231 million in 2015.
As many areas of our business rely on patents and proprietary technology, we seek and ensure patent protection both inside and outside the U.S. for products and methods that appear to have commercial significance. We

With respect to the Successor, we amortize developed technology over 5 years.

With respect to the Predecessor, we amortized patents over the years that we expect to benefit from their existence, which typically extends from the grant of the patent through and until 20 years after the filing date of the patent application.
 
Although in the aggregate our patents are important to the manufacturing and marketing of many of our products and services, we do not believe that the expiration of any one of our patents would have a materialmaterially adverse effect on our business.
 


Seasonality
 
Weather and natural phenomena can temporarily affect the level of demand for our products and services. Spring months in Canada and winter months in the North Sea and Russia can affect our operations negatively. Additionally, heavy rains or an exceedingly cold winter in a given region or climate changes may impact our results. The unpredictable impact of climate changes or unusually harsh weather conditions could lengthen the periods of reduced activity and have a detrimental impact to our results of operations. The widespread geographical locations of our operations serve to mitigate the overall impact of the seasonal nature of our business.




Federal Regulation and Environmental Matters
 
Our operations are subject to federal, state and local laws and regulations relating to the energy industry in general and the environment in particular. Our 20172019 expenditures to comply with environmental laws and regulations were not material, and we currently do not expect the cost of compliance with environmental laws and regulations for 20182020 to be material.
 
Employees
 
As of December 31, 2017,2019, we employed approximately 29,20024,000 employees, which is 3%9% and 26%18% lower than our workforce as of December 31, 20162018 and 2015,2017, respectively. In response to the price of crude oil and a lower level of exploration and production spending for the last three years, weand have reduced our overall costs and workforce to better align with activity levels. See “Item 8. – Financial Statements and Supplementary Data - Note 311 – Restructuring, Facility Consolidation and Severance Charges” for details on our workforce reductions. In addition, our workforce has been reduced, as a result of the dispositions of certain businesses. Certain of our operations are subject to union contracts and these contracts cover approximately 16%17% of our employees. We believe we have a highly motivateddedicated and capable workforce despite the significant headcount reductions over the past three years which were necessary to adapt our Company to the market conditions.






Information about our Executive Officers of Weatherford


The following table sets forth, as of February 14, 2018,March 16, 2020, the names and ages of the executive officers of Weatherford, including all offices and positions held by each for at least the past five years.
NameAgeCurrent Position and Five-Year Business Experience
Mark A. McCollum (a)
5861
President, Chief Executive Officer and Director of Weatherford International plc,
since April 2017
  Executive Vice President and Chief Financial Officer of Halliburton Company, July 2016 to March 2017
  Executive Vice President and Chief Integration Officer of Halliburton Company, January 2015 to June 2016
  Executive Vice President and Chief Financial Officer of Halliburton Company, January 2008 to December 2014
   
Christoph Bausch
Karl Blanchard (a) (b)
5360Executive Vice President and Chief Operating Officer of Weatherford International plc, since August 2017
Chief Operating Officer of Seventy Seven Energy, June 2014 to April 2017
Vice President of Production Enhancement of Halliburton Company,
2012 to June 2014
Christian Garcia56Executive Vice President and Chief Financial Officer of Weatherford International plc, since DecemberJanuary 2020
Executive Vice President and Chief Financial Officer of Visteon Corporation, October 2016 to October 2019
Senior Vice President, Finance and Acting Chief Financial Officer of Halliburton Company, from January 2015 to August 2016
  Controller – Product LinesChief Accounting Officer of Weatherford, May 2016Halliburton Company, January 2014 to November 2016
Executive Vice President and Chief Financial officer of Archer Limited,
May 2011 to April 2016
December 2015
   
Christina M. Ibrahim (a)
5052Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Weatherford International plc, since October 2017
  Executive Vice President, General Counsel and Corporate Secretary of Weatherford International plc, May 2015 to September 2017
  Vice President, Chief Commercial Counsel and Corporate Secretary of Halliburton Company, January 2015 to April 2015
  Vice President, Corporate Secretary & Chief Commercial Counsel - Western Hemisphere of Halliburton Company, January 2014 to December 2014
  
Vice President, Corporate Secretary and Public Law Group Lead of Halliburton Company, January 2010 to December 2013

   
Karl Blanchard (a)
58Executive Vice President and Chief Operating Officer of Weatherford International plc, since August 2017
Chief Operating Officer of Seventy Seven Energy, June 2014 to April 2017
Vice President of Production Enhancement of Halliburton Company,
2012 to June 2014
Douglas M. Mills43Vice President and Chief Accounting Officer of Weatherford International plc, since June 2013
Vice President of Corporate Accounting of Weatherford International plc,
2011 to May 2013
   
(a)On July 1, 2019, the Weatherford Parties, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. Weatherford 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 September 11, 2019 the Plan, as amended, was confirmed by the Bankruptcy Court and on December 13, 2019 we emerged from bankruptcy after successfully completing the reorganization pursuant to the Plan.

(b)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.


There are no family relationships between the executive officers of the registrant or between any director and any executive officer of the registrant.




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Item 1A. Risk Factors


An investment in our securities involves various risks. You should consider carefully all of the risk factors described below, the matters discussed herein under “Forward-Looking Statements” and other information included and incorporated by reference in this Form 10-K, as well as in other reports and materials that we file with the SEC. If any of the risks described below, or elsewhere in this Form 10-K, were to materialize, our business, financial condition, results of operations, cash flows and or prospects could be materially adversely affected. In such case, the trading price of our common stockordinary shares could decline and youinvestors could lose part or all of yourtheir investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our financial condition, results of operations and cash flows.


Demand for our services and products is affected by fluctuationsFluctuations in oil and natural gas prices, especially a substantial or extended decline, which, in turn, affect the level of exploration, development and production activity of our customers and the demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations and impede our growth.operations.


Demand for our services and products is tied to the level of exploration, development and production activity and the corresponding capital expenditures by oil and natural gas companies, including national oil companies. The level of exploration, development and production activity is directly affected by fluctuations in oil and natural gas prices, which historically have been volatile and are likely to continue to be volatile in the future, especially given current geopolitical and economic conditions. Therefore, declines in oil and natural gas prices or sustained low oil and natural gas prices or customer perceptions that oil and natural gas prices will remain depressed or will further decrease in the future could result in a continued reduction in the demand and pricing for our equipment and will likely continue at lower rates for our services.


Prices for oil and natural gas are highly volatile and are subject to large fluctuationsfluctuate in response to relatively minor changes in the supply of and demand for oil and natural gas. Factors that can or could cause these price fluctuations include: excess supply of crude oil relative to demand; domestic and international drilling activity; global market uncertainty; the risk of slowing economic growth or recession in the United States, China, Europe or emerging markets;markets in Asia and the Middle East; the ability or willingness of OPEC and other non-member nations, including Russia, to set and maintain production levels for oil; the decision of OPEC or other non-member nations to abandon production quotas and/or member-country quota compliance within OPEC;OPEC agreements; oil and gas production levels by non-OPEC countries; the nature and extent of governmental regulation, including environmental regulation; technological advances affecting energy consumption; adverse weather conditions and a variety of other economic factors that are beyond our control. For example, in March 2020, members of OPEC and Russia considered extending their previously agreed oil production cuts and potentially making additional oil production cuts. However, these negotiations were unsuccessful. Saudi Arabia has announced a significant reduction in its export prices effective immediately and Russia has announced that all agreed oil production cuts between members of OPEC and Russia will expire on April 1, 2020. Following these announcements, global oil and natural gas prices declined sharply and may continue to decline. Any perceived or actual further reduction in oil and natural gas prices will depress the immediate levels of exploration, development and production activity and decrease spending by our customers, which could have a material adverse effect on our business, financial condition and results of operations.


Sustained lower oil and natural gas prices have led to a significant decrease in spending by our customers over the past threeseveral years, and thus significant decreases in ourwhich have led to significantly decreased revenues. Further decreases in oil and natural gas prices could lead to further cuts in spending and potential lower revenues.revenues for the company. Several large oil and gas exploration and production companies have recently announced reductions in their previously announced planned capital expenditures during 2020 in light of declining global oil and natural gas prices. Our customers also take into account the volatility of energy prices and other risk factors when determining whether to pursue capital projects and higher perceived risks generally mandate higher required returns. Any of these factors have and could further affect the demand for oil and natural gas and has and could further have a material adverse effect on our business, financial condition, results of operations and cash flow.


Our business is dependent on capital spending by our customers and reductions in capital spending by our customers has had, and could continue to have, an adverse effect on our business, financial condition and results of operations.


Sustained low oil and natural gas prices have led to lower capital expendituresspending by our customers over the past three years.customers. Most of our contracts can be cancelled by our customercustomers at any time. Low commodity prices, the short-term tenor of most of our contracts and the potential extreme financial stress experienced by our customers (some of whom may have to seek bankruptcy protection), have combined to generate demands by many of our customers for reductions in the prices of our products and services. Further reductions in capital spending or requests for further cost reductions by our customers could, directly impact our business by reducing demand for our services and products and have a material adverse effect on our business, financial condition, results of operations and prospects. Spending by exploration and production companies can also be impacted by conditions in the capital markets, which have been volatile in recent years. Limitations on the availability of capital or higher costs of capital may cause exploration and production companies

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to make additional reductions to capital budgets even if oil and natural gas prices increase from current levels. Any such cuts in spending willwould curtail drilling programs, as well as, discretionary spending on well services, which may result in a reduction in the demand for our services, the rates we can charge and the utilization of our assets. Moreover, reduced discovery rates of new oil and natural gas reserves or a decrease in the development rate of reserves in our market areas, whether due to increased governmental regulation, limitations on exploration and drilling activity or other factors, could also have a material adverse impact on our business, even in a stronger oil and natural gas price environment. With respect to national oil


company customers, we are also subject to risk of policy, regime, currency and budgetary changes all of which may affect their capital expenditures.


Weakened global macro-economic conditions may adversely affect our industry, business and results of operations.

Our overall performance depends in part on worldwide macro-economic and geopolitical conditions. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy. These global macro-economic conditions can suddenly arise and the full impact of such conditions can remain uncertain. In addition, geopolitical developments, such as existing and potential trade wars and other events beyond our control, such as the COVID-19 pandemic, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

Public health threats could have a material adverse effect on our business and results of operations.

Public health threats, such as severe influenza, COVID-19 and other highly communicable viruses or diseases, outbreaks of which have already occurred in various parts of the world in which we operate, could adversely impact our operations, the operations of our customers and the global economy, including the worldwide demand for oil and natural gas and the level of demand for our services. The quarantine of personnel or inability to access our offices or customer facilities could adversely affect our operations. Travel operational, or logistical restrictions in any part of the world in which we operate, or any reduction in the demand for our products and services caused by public health threats in the future, may materially impact our operations and have an adverse effect on our results of operations.

Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.

We face uncertainty regarding the adequacy of our liquidity and capital resources and have extremely limited, if any, access to additional financing beyond the ABL Credit Agreement and LC Credit Agreement. In addition to the cash requirements necessary to fund ongoing operations, we have incurred, and will continue to incur, significant professional fees and other costs following the Cases and our emergence from bankruptcy. We cannot assure you that cash on hand, cash flow from operations and any financing we are able to obtain through the ABL Credit Agreement and LC Credit Agreement will be sufficient to continue to fund our operations and allow us to satisfy our obligations.

Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash flow from operations; (iii) changes in market conditions that negatively impact our revenue, and (iv) the professional fees and cost related to the Cases and our emergence from bankruptcy.

The credit risks of our concentrated customer base in the energy industry could result in losses.operating losses and negatively impact liquidity.


The concentration of our customer base in the energy industry may impact our overall exposure to credit risk as our customers may be similarly affected by prolonged changes in economic and industry conditions. Some of our customers are experiencing financial distress as a result of continued low commodity prices and may be forced to seek protection under applicable bankruptcy laws. Furthermore, countries that rely heavily upon income from hydrocarbon exports have been negatively and significantly affected by low oil prices, which could affect our ability to collect from our customers in these countries, particularly national oil companies. Laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform on-going credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations. Additionally, in the event of a bankruptcy of any of our customers, we may be treated as an unsecured creditor and may collect substantially less, or none, of the amounts owed to us by such customer.

Seasonal

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We utilize letters of credit and performance and bid bonds to provide credit support to our customers. If the beneficiaries were to call the letters of credit under our committed facilities, our available liquidity would be reduced by the amount called and it could have an adverse impact on our business, operations, and financial condition.

As of December 31, 2019, we had $399 million of letters of credit and performance and bid bonds outstanding, consisting of $141 million of letters of credit under the ABL Credit Agreement, $105 million of letters of credit under the LC Credit Agreement and $153 million of letters of credit under various uncommitted facilities. At December 31, 2019, we had cash collateral of $152 million supporting letters of credit under our various uncommitted facilities. The cash is included in “Restricted Cash” in the accompanying Consolidated Balance Sheets. In Latin America we utilize surety bonds as part of our customary business practice. These obligations could be called by the beneficiaries should we breach certain contractual or performance obligations. If the beneficiaries were to call the letters of credit under our committed facilities or the surety bonds, our available liquidity would be reduced by the amount called and it could have an adverse impact on our business, operations and financial condition.

Severe or unseasonable weather conditions could adversely affect demand for our servicesbusiness and results of operations.


Variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. Many experts believe global climate change could increase the frequency and severity of extreme weather conditions. Adverse weather conditions, such as hurricanes in the Gulf of Mexico or extreme winter conditions in Canada, Russia and the North Sea, may interrupt or curtail our operations, or our customers’ operations, cause supply disruptions or loss of productivity or result in a loss of revenue or damage to our equipment and facilities, which may or may not be insured. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.


TheNot responding timely to changes in the market and customer requirements in the highly competitive oilfield services business is highly competitive, which may adversely affect our ability to succeed. Additionally, the impact of consolidation and acquisitions of our competitors is difficult to predict and may harm our business.predict.


Our business is highly competitive, particularly with respect to marketing our products and services to our customers and securing equipment and trained personnel. Currently the oilfield service industry has excess capacity relative to customer demand, and, in most cases, multiple sources of comparable oilfield services are available from a number of different competitors. This competitive environment could impact our ability to maintain market share, defend, maintain or increase pricing for our products and services and negotiate acceptable contract terms with our customers and suppliers. In order to remain competitive, we must continue to add value for our customers by providing, relative to our peers, new technologies, reliable products and services and competent personnel. The anticipated timing and cost of the development of competitive technology and new product introductions, cancould impact our financial results, particularly if one of our competitors were to develop competing technology that accelerates the obsolescence of any of our products or services. Additionally, we may be disadvantaged competitively and financially by a significant movement of exploration and production operations to areas of the world in which we are not currently active, particularly if one or more of our competitors is already operating in that area of the world.


Recent, ongoing, and future mergers,Mergers, combinations and consolidations in our industry could result in existing competitors increasing their market share and may result in stronger competitors, which in turn, could have a material adverse effect on our business, financial condition and results of operations. In 2017, Baker Hughes and GE Oil and Gas completed their previously announced merger and in 2016, Schlumberger and Cameron International completed their merger. We may not be able to compete successfully in an increasingly consolidated industry and cannot predict with certainty how industry consolidation will affect our other competitors or us.



Liability claims resulting from catastrophic incidents could have a material adverse effect on our business, financial condition and results of operations

Physical dangers are inherent in our operations and may expose us to significant potential losses. Personnel and property may be harmed during the process of drilling for oil and natural gas.


Drilling for and producing hydrocarbons, and the associated products and services that we provide, include inherent dangers that may lead to property damage, personal injury, death or the discharge of hazardous materials into the environment. Many of these events are outside our control. Typically, we provide products and services at a well site where our personnel and equipment are located together with personnel and equipment of our customer and third parties, such as other service providers. At many sites, we depend on other companies and personnel to conduct drilling operations in accordance with appropriate safety standards. From time to time, personnel are injured or equipment or property is damaged or destroyed as a result of accidents, failed equipment, faulty products or services, failure of safety measures, uncontained formation pressures or other dangers inherent in drilling for oil and natural gas. Any of these events can be the result of human error. With increasing frequency, our products and services are deployed on more challenging prospects both onshore and offshore, where the occurrence of the types of events mentioned above can have an even more catastrophic impact on people, equipment and the environment. Such events may expose us to significant potential losses.



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We may not be fully indemnified against financial losses in all circumstances where damage to or loss of property, personal injury, death or environmental harm occur.


As is customary in our industry, our contracts typically require that our customers indemnify us for claims arising from the injury or death of their employees (and those of their other contractors), the loss or damage of their equipment (and that of their other contractors), damage to the well or reservoir and pollution originating from the customer’s equipment or from the reservoir (including uncontained oil flow from a reservoir) and claims arising from catastrophic events, such as a well blowout, fire, explosion and from pollution below the surface. Conversely, we typically indemnify our customers for claims arising from the injury or death of our employees, the loss or damage of our equipment (other than equipment lost in the hole) or pollution originating from our equipment above the surface of the earth or water.


Our indemnification arrangements may not protect us in every case. For example, from time to time we may enter into contracts with less favorable indemnities or perform work without a contract that protects us. Ourour indemnity arrangements may also be held to be overly broad in some courts and/or contrary to public policy in some jurisdictions, and to that extent may be unenforceable. Additionally, some jurisdictions which permit indemnification nonetheless limit its scope by statute. We may be subject to claims brought by third parties or government agencies with respect to which we are not indemnified. Furthermore, the parties from which we seek indemnity may not be solvent, may become bankrupt, may lack resources or insurance to honor their indemnities or may not otherwise be able to satisfy their indemnity obligations to us. The lack of enforceable indemnification could expose us to significant potential losses.


Further, our assets generally are not insured against loss from political violence such as war, terrorism or civil commotion. If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.


We may not be able to generate sufficient cash flows to service our indebtedness and may be forced to take actions in order to satisfy our obligations under our indebtedness. If we are required to take such actions, and such actions are not successful, our indebtedness and liabilities could expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our financial obligations.

As of December 31, 2019, we had approximately $2.2 billion of long-term debt with $2.1 billion in aggregate principal amount of our senior notes maturing on December 1, 2024. Pursuant to the terms of our senior notes, we expect to have interest payments of approximately $231 million annually until the maturity of our senior notes. We also have a senior secured asset-based revolving credit agreement in an aggregate amount of $450 million (the “ABL Credit Agreement”), which was entered into pursuant to the Plan. As of December 31, 2019, we had no borrowings under the ABL Credit Agreement. Our level of indebtedness could have significant negative consequences for our business, financial condition and results of operations, including:

increasing our vulnerability to adverse economic and industry conditions;
limiting our ability to obtain additional financing;
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;
limiting our flexibility in planning for, or reacting to, changes in our business;
limiting our access to the inventory and services needed to operate our business;
requiring us to secure additional sources of liquidity, which may or may not be available to us; and
placing us at a possible competitive disadvantage with less leveraged competitors or competitors that may have better access to capital resources.

Our ability to make scheduled payments on, or to refinance, our debt obligations will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control. Lower commodity prices and in turn lower demand for our products and services have negatively impacted our revenues, earnings and cash flows, and sustained low oil and natural gas prices could have an adverse effect on our liquidity position. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business and operations. If we continue to experience operating losses and we are not able to generate additional liquidity through the mechanisms described above or through some combination of other actions, including our potential strategic divestitures and other business operations, then our liquidity needs may exceed availability under our Exit Credit Agreements (as defined herein) and other facilities that we may enter into in the future, and we might need to secure additional sources of funds, which may or may not be available to us. If we are unable to secure such additional funds, we may not be able to meet our future obligations as they become due.


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Our business may be exposed to uninsured claims and, as a result, litigation might result in significant potential losses. The cost of our insured risk management program may increase.


In the ordinary course of business, we become the subject of various claims and litigation. We maintain liability insurance, which includes insurance against damage to people, property and the environment, up to maximum limits of $600$435 million, subject to self-insured retentions and deductibles.


Our insurance policies are subject to exclusions, limitations and other conditions and may not apply in all cases, for example where willful wrongdoing on our part is alleged. It is possible an unexpected judgment could be rendered against us in cases in which we could be uninsured and beyond the amounts we currently have reserved or anticipate incurring, and in some cases those potential losses could be material.


Our insurance may not be sufficient to cover any particular loss or our insurance may not cover all losses. For example, although we maintain product liability insurance, this type of insurance is limited in coverage and it is possible an adverse claim could arise in excess of our coverage. Additionally, insurance rates have in the past been subject to wide fluctuation and may be unavailable on terms that we or our customers believe are economically acceptable. Reductions in coverage, changes in the insurance markets and accidents affecting our industry may result in further increases in our cost and higher deductibles and retentions in future years and may also result in reduced activity levels in certain markets. As a result, we may not be able to continue to obtain insurance on commercially reasonable terms. Any of these events would have an adverse impact on our financial performance.




Our operations are subject to numerous laws and regulations, including environmental laws and regulations, treaties and international agreements related to greenhouse gases, climate change and alternate energy sources that may expose us to significant liabilities, result in additional compliance costs and could reduce our business opportunities and revenues.


We are subject to various laws and regulations relating to the energy industry in general and the environment in particular. These laws are often complex and may not always be applied consistently in emerging markets. These laws and regulations often change and can cover broad subject matters, including tax, trade, customs (import/export), the environment, greenhouse gases, climate change and the environment.alternate energy sources. In the case of environmental regulations, an environmental claim could arise with respect to one or more of our current businesses, products or services, or a business or property that one of our predecessors owned or used, and such claims could involve material expenditures. Generally, environmental laws have in recent years become more stringent and have sought to impose greater liability on a larger number of potentially responsible parties.parties and have increased the costs associated with complying with the more stringent laws and regulations. The scope of regulation of our industry and our products and services may increase further, including possible increases in liabilities or funding requirements imposed by governmental agencies. For example, state, national and international governments and agencies in areas in which we conduct business continue to evaluate, and in some instances adopt, climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases. We also cannot ensure that our future business in the deepwater Gulf of Mexico, if any, will be profitable in light of regulations that have been, and may continue to be, promulgated and in light of the current risk environment and insurance markets. Additional regulations on deepwater drilling elsewhere in the world could be imposed, and those regulations could limit our business where they are imposed.


In addition, members of the U.S. Congress, the U.S. Environmental Protection Agency and various agencies of several states within the U.S. frequently review, consider and propose more stringent regulation of hydraulic fracturing, a service westimulation treatment routinely performed on oil and gas wells in low-permeability reservoirs. We previously provided (and may, in the future, resume providing) fracturing services to clientscustomers and regulators are investigating whether any chemicals used in the fracturing process might adversely affect groundwater or whether the fracturing processes could lead to other unintended effects or damages. For example, in December 2016, the EPA released its final report regarding the potential impacts of hydraulic fracturing on drinking water resources, concluding that water cycle activities associated with hydraulic fracturing may impact drinking water resources under certain circumstances. In recent years, several cities and states within the U.S. passed new laws and regulations concerning or banning hydraulic fracturing. A significant portion of North American service activity today is directed at prospects that require hydraulic fracturing in order to produce hydrocarbons. Therefore, additional regulation could increase the costs of conducting our business by subjecting fracturing to more stringent regulation. Such regulation, among other things, may change construction standards for wells intended for hydraulic fracturing, require additional certifications concerning the conduct of hydraulic fracturing operations, change requirements pertaining to the management of water used in hydraulic fracturing operations, require other measures intended to prevent operational hazards or ban hydraulic fracturing completely. Any such federal, state, local or foreign legislation could increase our costs of providing services or could materially reduce our business opportunities and revenues if our customers decrease their levels of activity in response to such regulation or if we are not able to pass along any cost increases to our customers. We are unable to predict whether changes in laws or regulations or any other governmental proposals or responses

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will ultimately occur, and accordingly, we are unable to assess the potential financial or operational impact they may have on our business.


Finally, in December 2015, the U.S. joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France (the “Paris Agreement”) that requires member countries to review and “represent a progression” in their intended nationally determined contributions, which set greenhouse gas (“GHG”) emission reduction goals every five years beginning in 2020. The agreement entered into was in full force in November 2016. On June 1, 2017, the President of the U.S. announced that the U.S. planned to withdraw from the Paris Agreement and to seek negotiations either to reenter the Paris Agreement on different terms or establish a new framework agreement. The Paris Agreement provides for a four-year exit process beginning when it took effect in November 2016, which would result in an effective exit date of November 2020. The United States’ adherence to the exit process is uncertain and/or the terms on which the United States may reenter the Paris Agreement or a separately negotiated agreement are unclear at this time. The implementation of this treaty and other efforts to reduce GHG emissions in the U.S. and other countries could materially affect our customers by reducing demand for oil and natural gas, thereby potentially materially affecting demand for our services.


If our long-lived assets, goodwill, other intangible assets and other assets are further impaired, we may be required to record significant non-cash charges to our earnings.


We recognize impairments of goodwill when the fair value of any of our reporting units becomes less than its carrying value. Our estimates of fair value are based on assumptions about future cash flows of each reporting unit, discount rates applied to these cash flows and current market estimates of value. Based on the uncertainty of future revenue growth rates, gross profit performance, and other assumptions used to estimate our reporting units’ fair value, future reductions in our expected cash flows could cause a material non-cash impairment charge of goodwill, which could have a material adverse effect on our results of operations and financial condition.



We also have certain long-lived assets, other intangible assets and other assets which could be at risk of impairment or may require reserves based upon anticipated future benefits to beour revenue is derived from such assets. Any changeour non-United States operations, which exposes us to risks inherent in the valuation of such assets could have a material effect on our profitability. For example, we recognized long-lived asset impairment charges of $928 milliondoing business in 2017, $436 million in 2016 and $638 million in 2015.

We have significant operations that would be adversely impacted in the event of war, political instability or disruption, civil disturbance, regime changes, treaty changes, economic and legal sanctions, pandemics, changes in global trade policies or weak local economic conditions.

Like most multinational oilfield service companies, we have operations in certain international areas, including partseach of the Middle East, Africa, Latin America,over 80 countries in which we operate.
Our non-United States operations accounted for $3.9 billion of our combined consolidated revenue in 2019, $4.1 billion in 2018 and $4.1 billion in 2017. Operations in countries other than the Asia Pacific, Europe and Russia regions thatUnited States are subject to significant risks of war, political instability and disruption, civil disturbance, regime changes, treaty changes, economic and legal sanctions (such as restrictions against countries that the U.S. government may deem to sponsor terrorism), pandemics, changes in global trade policies or weak local economic conditions. Our operations, which are subject to these various risks, uniqueincluding:

volatility in political, social and economic conditions;
exposure to each country in which we operate, may be restricted or prohibited if anyexpropriation of the foregoing risks occur, which in turn, could materially and adversely impact our results of operations:

disruption of oil and natural gas exploration and production activities;
restriction of the movement and exchange of funds;
our inability to collect receivables;
loss of or nationalization of assets in affected jurisdictions;
enactment of additional or stricter U.S., EU or other applicable governmentgovernmental actions;
social unrest, acts of terrorism, war or international sanctions;other armed conflict;
confiscatory taxation or other adverse tax policies;
deprivation of contract rights;
trade and
limitation of our access to markets for periods of time.

For example, the economic sanctions against Russia resulting from its annexation of the Crimean region of Ukraine in March 2014 and subsequent sanctions have, and may continue to, adversely impact our business, results of operations and financial condition of our Russia operations. Recent political and military concerns may prompt additional sanctions against Russiaor other restrictions imposed by the U.S.European Union, the United States or EU. Inother countries;
exposure under the eventUnited States Foreign Corrupt Practices Act (“FCPA”) or similar legislation;
restrictions on the repatriation of further sanctionsincome or changes to existing sanctions ourcapital;
currency exchange controls;
inflation; and
currency exchange rate fluctuations and devaluations.

Our ability to do business in Russia may be further reducedretain or impacted.

We risk loss of assets in any location where hostilities ariseattract skilled employees, including executive officers and persist. In these areas we also may not be able to perform the work we are contracted to perform, which could lead to forfeiture of performance bonds, or we may not be able to collect payment for work performed. Political instability in our regions of operation may also result in the need for additional security, resources and ability to quickly navigate a changing landscape. In addition, the trade and investment policies of the current U.S. administration regarding some jurisdictions where we operate is currently unclear.

We may not be able to complete our strategic divestitures and we may not achieve the intended benefits of any acquisition, divestiture or joint venture.

From time to time, we may pursue strategic divestitures, acquisitions, investments and joint ventures (“transactions”). For example, we intend to divest the remaining portion of our land drilling rigs and certain other non-strategic assets. Any such divestiture may be complex in nature and may be affected by unanticipated developments, such as the continued significant and sustained decrease in the price of crude oil, delays in obtaining regulatory or governmental approvals and challenges in establishing processes and infrastructure for both the underlying business and for potential investors or buyers of the business, which may result in such divestiture being delayed, or not being completed at all, which could expose us to increased competitive pressures and additional risks. 

Even if successful, any of these contemplated or other future transactions may reduce our earnings for a number of reasons, and pose many other risks that could adversely affect or operations or financial results, including:

these transactions require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in any divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction, which may adversely affect our financial results;
acquired entities or joint ventures may not operate profitably, which could adversely affect our operating income or operating margins, and we may be unable to recover our investments;


we may not be able to effectively influence the operations of our joint ventures, or we may be exposed to certain liabilities if our joint venture partners do not fulfill their obligations; and
we may not be able to fully realize the intended or expected benefits of consummating such transactions.

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, itkey personnel, could have a material adverse effect on our business.

Our business is dependent on our ability to attract, develop, and retain qualified employees, including executive officers and other key personnel. Our operations require highly skilled personnel to operate and provide technical support and services. Our ability to meet such employment needs is subject to external and internal factors such as the current and future prices of oil and natural gas, the demand for employees by companies in our industry, our reputation within the labor market (particularly in our highly competitive industry), as well as our employees’ perception of opportunities with us as compared to our peers (including as to our financial performance and incentives related thereto). Furthermore, these internal and external factors may also be impacted by our recent emergence from bankruptcy, the uncertainties currently facing us and the business environment and changes we may make to the organizational structure to adjust to changing circumstances.

If we are unable to attract and retain adequate numbers and an appropriate mix of qualified employees, the quality of products and services we provide to our customers may decrease and our financial performance may be adversely affected. Further, we depend on the contributions of key personnel for our future success. Departures of key employees can cause disruptions to, and

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uncertainty in, our business and operations. Future departures of key employees, including changes in our senior management, could disrupt our business and have a material and adverse effect on our financial condition and results of operations.

In 2013 and 2014, we settled investigations of prior alleged violations by us and certain of our subsidiaries related to certain trade sanctions laws, participation in the United Nations oil-for-food program governing sales of goods into Iraq and non-compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”). These settlement agreements required us to pay $253 million, to retain an independent auditor to assess our compliance with trade sanctions and export law, to retain, for a period of 18 months, an independent monitor responsible for assessing our compliance with the terms of the FCPA related settlement agreements so as to address and reduce the risk of recurrence of alleged misconduct, and to self-report to the U.S. Government regarding the same for a subsequent eighteen-month term. Notwithstanding our successful completion of these requirements, we cannot assure that our policies, procedures, programs and other internal controls always will prevent or protect us from reckless or criminal acts committed by our employees or agents relating to the FCPA or trade sanctions.

To the extent we violate trade sanctions laws, the FCPA, the U.K. Bribery Act, or other laws or regulations in the future, additional fines and other penalties may be imposed and there would be uncertainty as to the ultimate amount of any penalties we could pay and there can be no assurance that actual fines or penalties, if any, will not have a material adverse effect on our business, financial condition and results of operations.

For additional information about these actions and claims, you should refer to the section entitled “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 21 – Disputes, Litigation and Contingencies.”

If another party claims that we have infringed its intellectual property rights, we may be subject to litigation or we may need to take remedial steps to eliminate or mitigate liability.

A third party may claim that we sell equipment or perform services that infringes the third party’s patent rights or unlawfully uses the third party’s trade secrets. Addressing such claims of patent infringement or trade secret misappropriation could result in significant legal and other costs, and may adversely impact our business. To resolve such claims, we may be required to enter into license agreements that require us to make royalty payments to continue selling equipment or providing of services. Alternatively, the development of non-infringing technologies could be costly. If an allegation of patent infringement or trade secret misappropriation cannot be resolved through a license agreement, we might not be able to continue selling particular equipment or providing particular services, which could adversely affect our financial condition, results of operations, and cash flow.

Our significant international operations subject us to economic and repatriation risks, and we may be adversely affected by changes in foreign currency including devaluation and changes in local banking and currency regulations and exchange controls.

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, such as Latin America, the Middle East and Southeast Asia, the currency of our primary economic environment is generally the U.S. dollar, and we use the U.S. dollar as our functional currency. In other parts of the world, we conduct our business in currencies other than the U.S. dollar, and the functional currency is generally the applicable local currency. As such, we are exposed to significant currency exchange risk and devaluation risk. For example, in 2016 and 2015, we recognized pre-tax currency-related charges of $41 million and $85 million, respectively. In 2016, currency devaluation charges reflect the impact of the devaluation of the Angolan kwanza and the Egyptian pound. In 2015, currency devaluation charges reflect the impacts of the devaluation of the Angolan kwanza and Argentine peso and the recognized remeasurement charges related to the Venezuelan bolivar and the Kazakhstani tenge. For information about the currency devaluations, refer to the section entitled “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1 – Summary of Significant Accounting Policies.” Any future change in the exchange rates in these or other countries could cause us to take additional charges on the foreign denominated assets held by our subsidiaries.



We are also subject to risks resulting from changes in the implementation of exchange controls, as well as limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries. If we are unable to reinvest earnings or repatriate foreign income, our liquidity may be negatively affected. Additionally, changing tax rules could result in an increased income tax expense on repatriation of funds.

Our business in Venezuela subjects us to actions by the Venezuelan government, actions by the U.S. and foreign governments, actions, including delayed payment, by our primary customer, and currency risk, each of which could have a material adverse effect on our liquidity, results of operations and financial condition.

The future financial results of our Venezuelan operations may be adversely affected by many factors, including our ability to take action to mitigate the effect of exchange controls, actions of the Venezuelan government, continued inflation, actions and sanctions by the U.S. and foreign governments, and customer payments and spending. In August 2017, economic sanctions around certain financing transactions in Venezuela were imposed by the U.S. government. These sanctions could affect our ability to collect payment on our receivables. Beginning October 1, 2017, we changed the accounting for revenue with substantially all of our customers in Venezuela to cash basis due to the downgrade of the country’s bonds by certain credit agencies, continued significant political and economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S. government from third quarter of 2017. For further information, refer to the section entitled “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1 – Summary of Significant Accounting Policies.”

There are risks associated with our operations in Venezuela, which continues to experience significant political and economic turmoil. The political and economic conditions worsened in 2018, leading to uncertainty in the future business climate, the state of security, and governance of the country. This environment increases the risk of civil unrest, armed conflicts, and adverse actions, or imposition of further sanctions or other actions by the U.S. and foreign governments that may restrict our ability to continue operations or realize the value of our assets. This development could delay or prevent our ability to generate additional revenue, collect our receivables or continue our operations in Venezuela.

Credit rating agencies have lowered and could further lower our credit ratings.

Our credit ratings have been downgraded by multiple credit rating agencies and these agencies could further downgrade our credit ratings. On October 24, 2017, Standard & Poor’s Global Ratings downgraded our senior unsecured notes to B- from B, with a negative outlook. Our Moody’s Investors Services credit rating on our senior unsecured notes is currently Caa1 and our short-term rating is SGL-3, both with a negative outlook. Our non-investment grade credit ratings have resulted in our loss of access to the commercial paper market for our short-term liquidity needs. Furthermore, our non-investment grade status may further limit our ability to refinance our existing debt, could cause us to refinance or issue debt with less favorable and more restrictive terms and conditions, and could increase certain fees and interest rates of our borrowings. Suppliers and financial institutions may lower or eliminate the level of credit provided through payment terms or intraday funding when dealing with us thereby increasing the need for higher levels of cash on hand, which would decrease our ability to repay debt balances.

Our indebtedness and liabilities could limit cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our financial obligations .

Our indebtedness could have significant negative consequences for our business, results of operations and financial condition, including:

increasing our vulnerability to adverse economic and industry conditions;
limiting our ability to obtain additional financing;
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;
limiting our flexibility in planning for, or reacting to, changes in our business; and
placing us at a possible competitive disadvantage with less leveraged competitors or competitors that may have better access to capital resources.

Any harm to our business and operations resulting from our current or future level of indebtedness could adversely affect our ability to pay amounts due to our lenders and noteholders.




If we are unable to comply with the restrictions and covenants in the agreements governing the Revolving Credit Agreement, the Term Loan Agreement and our other indebtedness, including the Exit Credit Agreements and the indenture governing our indentures, as supplemented (our “indentures”),Exit Notes, there could be a default under the terms of these agreements, which could result in an acceleration of payment of funds that we have borrowed and would affect our ability to make principal and interest payments on the notes.our indebtedness.


Any default under the agreements governing our indebtedness that is not cured or waived by the required lenders or holders, and the remedies sought by the holders of any such indebtedness, could make us unable to pay principal and interest onour indebtedness and, in the notes andcase of our Exit Notes, substantially decrease the market value of the notes.such indebtedness. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the agreements governing our indebtedness (including covenants in the RevolvingExit Credit Agreement,Agreements and the Term Loan Agreement andindenture governing our indentures)Exit Notes), we could be in default under the terms of such agreements. In the event of such default:


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;
the lenders under such agreements could elect to terminate their commitment thereunder and cease making further loans; andand;
we could be forced into bankruptcy or liquidation.


If our operating performance declines, we may in the future need to obtain waivers under the RevolvingExit Credit Agreement,Agreements, the Term Loan Agreementindenture governing our Exit Notes or our indentures.agreements governing any other outstanding indebtedness. If we breach our covenants under the RevolvingExit Credit Agreement,Agreements, the Term Loan Agreementindenture governing our Exit Notes or our indentures,the agreements governing any other outstanding indebtedness, and seek a waiver, we may not be able to obtain a waiver from the required lenders or noteholders.holders, as applicable. If this occurs, we would be in default under such agreements, the lenders, holders or trustee, as applicable, could exercise their rights or remedies, as described above, and we could be forced into bankruptcy or liquidation.


The termsOur actual financial results after emergence from bankruptcy are not comparable to our historical financial information as a result of the Revolving Credit Agreementimplementation of the Plan and Term Loan Agreement restrict,the transactions contemplated thereby and our indentures will restrict, our currentthe implementation of fresh start accounting.

In connection with the disclosure statement we filed with the Bankruptcy Court, and future operations, particularlythe hearing to consider confirmation of the Plan, we prepared projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan and our ability to respondcontinue operations upon our emergence from bankruptcy. Those projections were prepared solely for the purpose of the bankruptcy proceedings and have not been, and will not be, updated on an ongoing basis and should not be relied upon by investors. At the time they were prepared, the projections reflected numerous assumptions concerning our anticipated future performance with respect to changes prevailing and anticipated market and economic conditions that were and remain beyond our control and that may not materialize. Projections are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks and the assumptions underlying the projections and/or valuation estimates may prove to pursue our business strategies.

be wrong in material respects. Actual results will likely vary significantly from those contemplated by the projections. The Revolving Credit Agreement and Term Loan Agreement contain, and our indentures will contain, a numberfailure of restrictive covenants that impose significant operating and financial restrictionsany such results, or any other developments contemplated by the Plan, to materialize, or of any such results or developments to have the anticipated effect on us and our subsidiaries or our business or operations, could materially adversely our business and prospects as a post-emergence company.

In addition, upon our emergence from bankruptcy, we adopted fresh start accounting and adjusted our assets and liabilities to fair values and our accumulated deficit was restated to zero. Fresh start accounting results in the Company becoming a new entity for financial reporting purposes on December 13, 2019, the effective date of the Plan. Accordingly, our financial condition and results of operations following our emergence from bankruptcy will not be comparable to the financial condition and results of operations reflected in our historical financial statements. Implementation of the Plan and the transactions contemplated thereby may limitmaterially change the amounts and classifications reported in our consolidated historical financial statements. The lack of comparable historical financial information may discourage investors from purchasing our ordinary shares.


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There may be circumstances in which the interests of our significant shareholders could be in conflict with the interests of our other shareholders.

In the aggregate, certain funds associated with our largest eight shareholders currently own in excess of 80% of our outstanding ordinary shares. Circumstances may arise in which this shareholder may have an interest in pursuing or preventing acquisitions, divestitures or other transactions, including the issuance of additional equity or debt, that, in their judgment, could enhance their investment in us or another company in which they invest. Such transactions might adversely affect us or other holders of our ordinary shares. In addition, our significant concentration of share ownership post-emergence may adversely affect the trading price of our ordinary shares because investors may perceive disadvantages in owning shares in companies with significant shareholders.

An active trading market for our ordinary shares may not develop.

During bankruptcy, our old ordinary shares were traded on the OTC Pink Marketplace. Immediately following emergence from bankruptcy, our New Ordinary Shares (as defined herein) were not initially listed on any national or regional securities exchange or quoted on any over-the-counter market. Subsequent to emergence our ordinary shares began quotation on the OTC Pink Marketplace.

However, we cannot predict the extent to which investor interest in us will lead to the development of an active trading market or how liquid that market might become. In addition, no assurances can be given regarding when, and if, we will resume our listing on a national exchange, including whether or not we will be able to meet applicable listing standards for any such exchange. If an active trading market does not develop, holders of our shares may have difficulty selling any of our ordinary shares that may now be owned or may purchase later. In addition, until we are able resume our listing on a national exchange, the number of investors willing to hold or acquire our ordinary shares may be reduced, we may receive decreased news and analyst coverage and we may be limited in our ability to engageissue additional securities or obtain additional financing in acts thatthe future.

The price and trading volume of our ordinary shares may fluctuate significantly.

Even if an active trading market develops for our ordinary shares, the market price of our ordinary shares may be in our long-term best interest, including restrictions on our ability to:

incur additional indebtedness;
pay dividendshighly volatile and make other distributions;
prepay, redeem or repurchase certain debt;
make loans and investments;
sell assets and incur liens;
enter into transactions with affiliates;
enter into agreements restricting our subsidiaries’ abilitycould be subject to pay dividends; and
consolidate, merge or sell all or substantially allwide fluctuations. In addition, the trading volume of our assets.ordinary shares may fluctuate and cause significant price variations to occur. Volatility in the market price of our ordinary shares may prevent one from being able to sell shares at or above the ordinary share issuance price or above the price one paid to acquire the ordinary shares. The market price for our ordinary shares could fluctuate significantly for various reasons, including:


Asour new capital structure as a result of these restrictions, we may be:the Plan transactions;

our limited trading history subsequent to our emergence from bankruptcy;
our limited trading volume;
the concentration of holdings of our ordinary shares;
the lack of comparable historical financial information due to our adoption of fresh start accounting;
actual or anticipated variations in how we conduct our business;operating results and cash flow;
unable to raise additional debtthe nature and content of equity financing to operate duringour earnings releases, announcements or events that impact our products, customers, competitors or markets; and
business conditions in our markets and the general state of the securities markets and the market for energy-related stocks, as well as general economic or business downturns; orand market conditions.
unable to compete effectively, execute
If credit rating agencies lower our growth strategy or take advantage of new business opportunities.

In addition, the restrictive covenantscredit ratings in the Revolving Credit Agreement and Term Loan Agreement require us to maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control.



A breach of the covenants under the Revolving Credit Agreement, the Term Loan Agreement or our indentures could result in an event of default thereunder. Such a default may allow the lenders or the trustee to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the Revolving Credit Agreement or Term Loan Agreement would permit the lenders thereunder to terminate all commitments. Furthermore, if we were unable to repay the amounts due and payable under the Term Loan Agreement, the lenders thereunder could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Capitalfuture, capital financing may not be available to us at attractive economic rates.


On December 16, 2019, after emergence from Chapter 11, S&P Global Ratings assigned us an issuer credit rating of B-, with a negative outlook. S&P assigned a B- for our newly issued Exit Notes and a B+ for our Exit Credit Agreements. Moody’s Investors Service withdrew our credit ratings following the filing of the Plan in Bankruptcy Court in the third quarter of 2019 and resumed rating services after emergence. Upon emergence, Moody’s assigned us an issuer credit rating of B1, with a stable outlook. Moody’s assigned a B2 for our newly issued Exit Notes and a Ba2 for our Exit Credit Agreements. Our credit ratings were subject to multiple downgrades by the credit rating agencies prior to our bankruptcy and could be subject to downgrade again in the future.

Moreover, our non-investment grade status may limit our ability to refinance our existing debt, could cause us to refinance or issue debt with less favorable and more restrictive terms and conditions, and could increase certain fees and interest rates of

Table of ContentsItem 1A | Risk Factors

our borrowings. Suppliers and financial institutions may lower or eliminate the level of credit provided through payment terms or intraday funding when dealing with us thereby increasing the need for higher levels of cash on hand, which would decrease our ability to repay debt balances, negatively affect our cash flow and impact our access to the inventory and services needed to operate our business.

Credit and equity markets have been highly volatile in recent years,recently, the cost to obtain capital financing has increased, and some markets may not be available at certain times. Credit and equity market conditions and the potential impact on liquidity of major financial institutions may have an adverse effect on our ability to fund operational needs or other activities through borrowings under either existing or newly created instruments in the public or private markets on terms we believe to be reasonable. In addition, our ability to raise capital through equity financing may be limited by the number of ordinary shares authorized but unissued or reserved for issuance. If we are unable to borrow furtherenhance our borrowings via debt offerings or our credit facility,facilities, or to obtain additional equity financing, we could experience a reduction of liquidity and may result in difficulty funding our operations, repayment of short-term borrowings, payments of interest and other obligations. This could be detrimental to our business and have a material adverse effect on our liquidity, consolidated results of operations and financial condition.


The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies.

The Exit Credit Agreements and indenture governing our senior notes contain, and agreements governing our future indebtedness may contain, restrictive covenants that could impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

incur additional indebtedness;
pay dividends and make other distributions;
prepay, redeem or repurchase certain debt;
make loans and investments;
sell assets and incur liens;
enter into transactions with affiliates;
enter into agreements restricting our subsidiaries’ ability to pay dividends; and
consolidate, merge or sell all or substantially all of our assets.

As a result of these restrictions, we may be:

limited in how we conduct our business;
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
unable to compete effectively, execute our growth strategy or take advantage of new business opportunities.

In addition, the restrictive covenants in our Exit Credit Agreements require us to maintain specified financial ratios and/or liquidity thresholds under certain circumstances. Our ability to meet those financial ratios or maintain such liquidity thresholds can be affected by events beyond our control.

A terrorist attackbreach of the covenants under the Exit Credit Agreements, the indenture governing our senior notes or our other geopolitical crisis could have a material and adverse effect on our business.

We operate in many dangerous countries, such as Iraq, Nigeria, and Turkey in which acts of terrorism or political violence are a substantial and frequent risk. We also operate in countries not customarily considered dangerous, where terrorist acts have become more frequent. Such actsindebtedness could result in kidnappings, illegal detainment,an event of default thereunder. Such a default may allow the lenders, holders or the losstrustee, as applicable, to accelerate the related indebtedness and may result in the acceleration of lifeany other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, an event of default under Exit Credit Agreements would permit the lenders thereunder to terminate all commitments. In the event our lenders accelerate the repayment of our employees or contractors, a loss of equipment, which may orborrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. If we do not repay our debt out of cash on hand, we could attempt to (i) restructure or refinance such debt, (ii) sell assets or (iii) repay such debt with the proceeds from an equity offering. We cannot assure you that we will be insurable in all cases,able to generate sufficient cash flows from operating activities to pay the interest on our debt or that future borrowings, equity financings or proceeds from the sale of assets will be available to pay or refinance such debt. The terms of our debt, including our bank credit facility, may also prohibit us from taking such actions. Factors that will affect our ability to raise cash through offerings of our capital stock, a refinancing of our debt or a cessationsale of business in an affected area.assets include financial market conditions and our market value and operating performance at the time of such offerings, refinancing or sale of assets. We cannot assure you that any such offerings, restructuring, refinancing or sale of assets will be certainsuccessfully completed.


Table of ContentsItem 1A | Risk Factors

If another party claims that we have infringed its intellectual property rights, we may be subject to litigation or we may need to take remedial steps to eliminate or mitigate liability.

A third-party may claim that we sell equipment or perform services that infringes upon the third-party’s patent rights or unlawfully uses the third-party’s trade secrets. Addressing such claims of patent infringement or trade secret misappropriation could result in significant legal and other costs and may adversely impact our security efforts will in all casesbusiness. To resolve such claims, we may be sufficientrequired to deterenter into license agreements that require us to make royalty payments to continue selling equipment or prevent actsproviding of political violenceservices. Alternatively, the development of non-infringing technologies would increase our costs. If an allegation of patent infringement or terrorist strikes against ustrade secret misappropriation cannot be resolved through a license agreement, we might not be able to continue selling particular equipment or providing particular services, which could adversely affect our customers’ operations.financial condition, results of operations, and cash flow.


Our business could be negatively affected by cybersecurity threatsincidents and other technology disruptions.


We rely heavily on information systems to conduct and protect our business. These information systems are increasingly subject to sophisticated cybersecurity threatsincidents such as unauthorized access to data and systems, loss or destruction of data (including confidential customer, supplier and employee information), computer viruses, or other malicious code, phishing and cyber attacks,cyber-attacks, and other similar events. These threatsincidents arise from numerous sources, not all of which are within our control, including fraud or malice on the part of third parties, accidental technological failure, electrical or telecommunication outages, failures of computer servers or other damage to our property or assets, human error, complications encountered as existing systems are maintained, repaired, replaced, or upgraded or outbreaks of hostilities or terrorist acts.


Given the rapidly evolving nature of cyber threats,incidents, there can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cyber incidents or attacks will be sufficient in preventing all such incidents or attacks, or avoidingbe able to avoid a material impact to our systems whenshould such incidents or attacks do occur. A cybercybersecurity incident or attack, could result in the disclosure of confidential or proprietary customer, supplier or employee information, theft or loss of intellectual property, damage to our reputation with our customers, suppliers and the market, failure to meet customer requirements or customer dissatisfaction, theft or exposure to litigation, damage to equipment (which could cause environmental or safety issues) and other financial costs and losses. In addition, asMoreover, we have no control over the information technology systems of our customers, suppliers and others with which our systems may connect and communicate. As a result, the occurrence of a cyber-incident could go unnoticed for a period time. As cybersecurity threatsincidents continue to evolve, we may also be required to devote additional resources to continue to enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities. We do not presently maintain insurance coverage to protect against cybersecurity risks. If we procure such coverage in the future, we cannot ensure that it will be sufficient to cover any particular losses we may experience as a result of such cyberattacks.



Our failure to maintain effective internal controls over financial reporting has resulted in governmental investigations, shareholder lawsuits, significant fines, penalties and settlements, and could further result in material misstatements in our financial statements which, in turn, could require us to restate financial statements, may cause investors to lose confidence in our reported financial information andcyber-attack or other incident. Any cybersecurity incident could have ana material adverse effect on our share price or our debt ratings.

We have previously identified,business, financial condition and subsequently remediated, a material weakness in our internal controls over financial reporting that had resulted in a material weakness in accounting for income taxes. We cannot assure that additional material weaknesses in our internal controls over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional material weaknesses, cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding the effectiveness of our internal controls over financial reporting. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to meet our reporting obligations and/or cause investors to lose confidence in our reported financial information, potentially leading to a decline in our share price.operations.

In September of 2016, we settled a SEC and DOJ investigation associated with the material weakness in our internal control over financial reporting for income taxes and the restatements of our historical financial statements in 2011 and 2012 for $140 million. We also agreed to prepare and deliver certain reports and certifications to the SEC for the next two years regarding our tax internal controls. For additional information about these actions and claims, you should refer to the section entitled “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 21 – Disputes, Litigation and Contingencies.”

In addition to the SEC and DOJ investigations, in the past several years, we, and certain of our directors and officers, have been defendants in several shareholder derivative and class actions. These matters have been costly to settle and have required a significant amount of time and resources. For additional information about these actions and claims, you should refer to the section entitled “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 21 – Disputes, Litigation and Contingencies.”


Adverse changes in tax laws both in the United States and abroad, changes in tax rates or exposure to additional income tax liabilities could have a material adverse effect on our results of operations.


Changes in tax laws could significantly increase our tax expense and require us to take actions, at potential significant expense, to seek to preserve our current level of tax expense.

In 2002, we reorganized from the United States to a foreign jurisdiction. There are frequent legislative proposals in the United States that attempt to treat companies that have undertaken similar transactions as U.S. corporations subject to U.S. taxes or to limit the tax deductions or tax credits available to United States subsidiaries of these corporations. Our tax expense could be impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof or differing interpretation or enforcement of applicable law by the U.S. Internal Revenue Service and other taxing jurisdictions, acting in unison or separately. The inability to reduce our tax expense could have a material impact on our financial statements.


The Organization of Economic Cooperation and Development (“OECD”), which represents a coalition of member countries, has issued various white papers addressing Tax Base Erosion and Jurisdictional Profit Shifting. The recommendations in these white papers are generally aimed at combating what they believe is tax avoidance. Numerous jurisdictions in which we operate have been influenced by these white papers as well as other factors and are increasingly active in evaluating changes to their tax laws. Changes in tax laws could significantly increase our tax expense and require us to take actions, at potential significant expense, to seek to preserve our current level of tax expense.

On December 22, 2017, the U.S. enacted into law a comprehensive tax reform bill (the “Tax Cuts and Jobs Act,” or the “TCJA”), that significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including a permanent reduction of the corporate income tax rate, a partial limitation on the deductibility of business interest expense, limitation of the deduction for certain net operating losses to 80% of current year taxable income, an indefinite net operating loss carryforward, immediate deductions for certain new investments instead of deductions for depreciation expense over time, modification or repeal of many business deductions and credits (including certain foreign tax credits), a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a partial territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base, such as the base erosion and anti-abuse tax), modifications to the rules used to determine whether an entity is a “controlled foreign corporation” and a one-time tax on accumulated offshore earnings held in cash and illiquid assets (with the latter taxed at a lower rate). We continue to examine the impact of this tax reform legislation, and as its overall impact is uncertain, we note that the TCJA could adversely affect our business and financial condition. The various impacts of the TCJA may materially differ from the estimated impacts recognized in the fourth quarter due to future treasury regulations, tax law technical corrections, and other potential guidance, notices, rulings,


refined computations, actions the Company may take as a result of the tax legislation, and other items. The SEC has issued guidance that allow for a measurement period of up to one year after the enactment date of the legislation to finalize the recording of the related tax impacts. The impact of this tax reform legislation on our shareholders is also uncertain and could be adverse. Investors should consult their own advisors regarding the potential application of these rules to their investments in us.


Our effective tax rate has fluctuated in the past and may fluctuate in the future. Future effective tax rates could be affected by changes in the composition of earnings in countries in which we operate with differing tax rates, changes in tax laws, or changes in deferred tax assets and liabilities. We assess our deferred tax assets on a quarterly basis to determine whether a valuation

Table of ContentsItem 1A | Risk Factors

allowance may be required. We have recorded a valuation allowance on substantially all of our current and future deferred tax assets. A prolonged downturn could result in us not being able to benefit future losses, which would negatively impact our financial results.

We may be prohibited from fully using our U.S. net operating loss carryforwards, which could affect our financial performance.

As a result of the recent losses we have incurred in the U.S., we have not recorded a federal income tax provision and have recorded a valuation allowance against all future tax benefits of our U.S. net operating loss carryforwards. As of December 31, 2017, we had gross net operating loss (“NOL”) and research tax credit carryforwards of approximately $1.9 billion and $30 million, respectively, for federal income tax purposes, expiring in varying amounts through the year 2037. Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. As of December 31, 2017, we have not experienced an ownership change. Therefore our utilization of NOL carryforwards was not subject to an annual limitation. However, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. Furthermore, these losses could expire before we generate sufficient income to utilize them.


If a United States person is treated as owning at least 10% of our shares, such holder may be subject to adverse U.S. federal income tax consequences.


As a result of the TCJA, many of our non-U.S. subsidiaries are now classified as “controlled foreign corporations” for U.S. federal income tax purposes due to the expanded application of certain ownership attribution rules within a multinational corporate group. If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” with respect to one or more of our controlled foreign corporation subsidiaries.  In addition, if our shares are treated as owned more than 50% by United States shareholders, we would be treated as a controlled foreign corporation. A United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income, as ordinary income, its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by controlled foreign corporations, whether or not we make any distributions to such United States shareholder. An individual United States shareholder generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a corporate United States shareholder with respect to a controlled foreign corporation.  A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties and may extend the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which such reporting was due.  We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are controlled foreign corporations or whether any investor is a United States shareholder with respect to any such controlled foreign corporations. We also cannot guarantee that we will furnish to United States shareholders information that may be necessary for them to comply with the aforementioned obligations.  United States investors should consult their own advisors regarding the potential application of these rules to their investments in us. The risk of being subject to increased taxation may deter our current shareholders from increasing their investment in us and others from investing in us, which could impact the demand for, and value of, our shares.




The anticipated benefits of our redomestication to Ireland may not be realized. Additionally, we and our shareholdersUnited States could be subject to increased taxation if we are considered to be a tax resident in both Switzerland and Ireland.
In 2014, we redomesticated from Switzerland to Ireland. We may not realize the benefits we anticipate from this redomestication. Our failure to realize those benefits could have an adverse effect on our business, results of operations and financial condition. Additionally, while we moved our place of incorporation from Switzerland to Ireland in 2014, we continue to be effectively managed from Switzerland. Under current Swiss law a company is regardedtreat Weatherford International PLC (parent corporation) as a SwissUS taxpayer under IRC Section 7874.

Following the emergence from bankruptcy, Weatherford continues to operate under Weatherford International PLC (PLC), an Irish tax resident if it has its place of effective management in Switzerland or is incorporated in Switzerland. Where a company isresident. The IRS may, however, assert that PLC should be treated as a U.S. corporation for U.S. federal income tax residentpurposes pursuant to IRC Section 7874. For U.S. federal income tax purposes, a corporation generally is classified as either a U.S. corporation or a foreign corporation by reference to the jurisdiction of Switzerlandits organization or incorporation. Because PLC is an Irish incorporated entity, it would generally be classified as a foreign corporation under these rules. IRC Section 7874 provides an exception to this general rule under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. Under IRC Section 7874, a corporation created or organized outside the United States (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (i) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation), (ii) the shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% (or 60% in certain circumstances if the Third Country Rule applies) of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Section 7874 Percentage”), and (iii) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of organization or incorporation relative to such expanded affiliated group’s worldwide activities. Although it is not free from doubt, we believe that as a result of having its placethe implementation of effective managementthe plan of reorganization, PLC should not be treated as acquiring directly or indirectly substantially all of the properties of a U.S. corporation and, as a result, PLC is not expected to be treated as a U.S. corporation or otherwise subject to the adverse tax consequences of IRC Section 7874. The law and the Treasury Regulations promulgated under IRC Section 7874 are, however, unclear and there can be no assurance that the IRS will agree with this conclusion. If it is determined that IRC Section 7874 is applicable, PLC would be a U.S. corporation for U.S. federal income tax purposes, the taxable year of Weatherford US consolidated group could end on or prior to the emergence from bankruptcy, which could result in Switzerland,additional adverse tax consequences. In addition, although PLC would be treated as a U.S. corporation for U.S. federal income tax purposes, it would generally also be considered an Irish law provides Ireland will generally treat the company as nottax resident in Ireland for Irish tax and other non-U.S. tax purposes. We intend to maintain our place




The rights of our shareholders are governed by Irish law; Irish law differs from the laws in effect in the United States and may afford less protection to holders of our securities.


As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States. Additionally, while we are an Irish company, we hold shareholders meetings in Switzerland, which may make attendance in person more difficult for some investors.


We are incorporated in Ireland and a significant portion of our assets are located outside the United States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the federal or state securities laws of the United States.


We are organized under the laws of Ireland, and a significant portion of our assets are located outside the United States. The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, a shareholder who obtains a court judgment based on the civil liability provisions of U.S. federal or state securities laws may be unable to enforce the judgment against us in Ireland. In addition, there is some doubt as to whether the courts of Ireland and other countries would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws. The laws of Ireland do, however, as a general rule, provide that the judgments of the courts of the United States have the same validity in Ireland as if rendered by Irish Courts. Certain important requirements must be satisfied before the Irish Courts will recognize the U.S. judgment. The originating court must have been a court of competent jurisdiction, the judgment must be final and conclusive, and the judgment may not be recognized if it was obtained by fraud or its recognition would be contrary to Irish public policy. Any judgment obtained in contravention of the rules of natural justice or that is irreconcilable with an earlier foreign judgment would not be enforced in Ireland.


Similarly, judgments might not be enforceable in countries other than the United States where we have assets.


Item 1B. Unresolved Staff Comments


None.




Item 2. Properties


Our operations are conducted in approximately 90over 80 countries and we have manufacturing facilities, research and technology centers, fluids and processing centers and sales, service and distribution locations throughout the world. The following sets forth the locations of our principal owned or leased facilities for our commercial operations by geographic segment as of December 31, 2017:2019:
RegionSpecific Location
Western Hemisphere:Greenville, Houston, Huntsville, Katy, Longview, Odessa, Pasadena, and San Antonio, Texas; Broussard, and Schriever, Louisiana; Williston, North Dakota; Calgary,Bakersfield, California; Edmonton, and Nisku, Canada; Neuquen,Comodoro Rivadavia, Neuquén, and Rio Tercero, Argentina; Rio de JaneiroCaxias Do Sul and Macae, Brazil; Venustiano Carranza and Villahermosa, Mexico; Lagunillas, Venezuela; and Anaco, Venezuela.Villavicencio, Colombia.
  
Eastern Hemisphere:Aberdeen, UK; Stavanger, Norway; Baku, Azerbaijan; Ploiesti, Romania; Luanda, Angola; Port Harcourt, Nigeria; Langenhagen, Germany; Aberdeen, UK; Atyrau,Aktau, Kazakhstan; Nizhnevartovsk Russia; Port Harcourt, Nigeria and Stavanger, Norway;Noyabrsk, Russia; Hassi Messaoud, Algeria; Luanda, Angola; Cairo, Egypt; Dhahran, Saudi Arabia; North Rumaila and Basra,Erbil, Iraq; Mina Abdulla, Kuwait; Nimr, Oman; Karachi, Pakistan; Hassi Dhahran, Saudi Arabia; Abu Dhabi Dubai and Sharjah,Dubai, United Arab Emirates; JiangsuMalaga, Australia; Dongying and Shifang,Jiangsu, China; Barmer, India; and Singapore, Singapore.Bekasi, Indonesia.


Our corporate headquartersprincipal executive offices are in Baar, Switzerland.Houston, Texas. We own or lease numerous other facilities such as service centers, shops and sales and administrative offices throughout the geographic regions in which we operate. Certain of our material U.S. properties

Table of ContentsItem 2 | Properties

are all mortgaged to the lenders under our Term Loan.Asset Based Loan Credit Agreement and LC Credit Agreement. All of our remaining owned properties are unencumbered, however the lenders could require we mortgage them as well. We believe the facilities that we currently occupy are suitable for their intended use.


Item 3. Legal Proceedings


In the ordinary course of business, we are the subject of various claims and litigation. We maintain insurance to cover many of our potential losses, and we are subject to various self-retention limits and deductibles with respect to our insurance.
Please see the following:
“Item
For information on the Company’s Chapter 11 Cases, see “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings,” “Note 3 – Fresh Start Accounting” and “Item 1. Business – Other Business DataRecent DevelopmentsFederal RegulationReorganization and Environmental Matters,”Emergence from Bankruptcy Proceedings” which is incorporated by reference into this item.
“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.
“Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2119 – Disputes, Litigation and Legal Contingencies.”
 
Although we are subject to various on-going items of litigation, we do not believe it is probable that any of the items of litigation to which we are currently subject will result in any material uninsured losses to us. It is possible, however, that an unexpected judgment could be rendered against us, or we could decide to resolve a case or cases that would result in a liability that could be uninsured and beyond the amounts we currently have reserved and in some cases those losses could be material.


Item 4. Mine Safety Disclosures
 
Not applicable.




Table of ContentsItem 5 | Market for Registrants Ordinary Shares



PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Our old ordinary shares arewere traded under the symbol “WFT” on the New York Stock Exchange (“NYSE”)under the symbol “WFT” until trading was suspended in May 2019 (which suspension remains in place). During bankruptcy, our old ordinary shares were traded on the OTC Pink Marketplace under the symbol “WFTIQ”. Subsequent to emergence, our New Ordinary Shares began quotation on the OTC Pink Marketplace under the symbol “WFTLF”. As of February 5, 2018,March 12, 2020, there were 1,62374 shareholders of record. The following table sets forth, foractual number of stockholders is considerably greater than the periods indicated, the rangenumber of highshareholders of record and low sales prices per share for our stock as reported on the NYSE.includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
 Price
 High Low
Year ending December 31, 2017   
First Quarter$7.09
 $4.97
Second Quarter6.86
 3.69
Third Quarter4.72
 3.39
Fourth Quarter4.56
 3.08
    
Year ending December 31, 2016   
First Quarter$8.80
 $4.95
Second Quarter8.49
 4.71
Third Quarter6.39
 5.01
Fourth Quarter6.38
 3.73

On February 5, 2018, the closing sales price of our shares as reported by the NYSE was $3.09 per share. We have not declared or paid cash dividends on our shares since 1984. We intend to retain any future earnings and do not expect to pay any cash dividends in the near future.
Information concerning securities authorized for issuance under equity compensation plans is set forth in Part III of this report under “Item 12(d). – Securities Authorized for Issuance under Equity Compensation Plans,” which is incorporated by reference into this item.



Performance Graph
This graph compares the yearly cumulative return on our shares with the cumulative return on the Dow Jones U.S. Oil Equipment & Services Index and the Dow Jones U.S. Index for the last five years. The graph assumes the value of the investment in our shares and each index was $100 on December 31, 2012. The stockholder return set forth below is not necessarily indicative of future performance. The following graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

Comparison of Five-Year Cumulative Total Return
Weatherford Ordinary Shares, the Dow Jones U.S.
Oil Equipment and Services Index and
the Dow Jones U.S. Index


Item 6.Selected Financial Data


The following table sets forth certain selected historical consolidated financial data for our Successor and Predecessor Periods and should be read in conjunction with “Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. – Financial Statements and Supplementary Data,” which contain information on the comparability of the selected financial data and are both contained in this report. Discussion of material uncertainties is included in “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2119 – Disputes, Litigation and Legal Contingencies.” The following information may not be indicative of our future operating results. We have not declared dividends to shareholders’ in the periods listed below.
 Year Ended December 31,
(Dollars in millions, except per share amounts)2017 2016 2015 2014 2013
Statements of Operations Data:         
Revenues$5,699
 $5,749
 $9,433
 $14,911
 $15,263
Operating Income (Loss)(2,129) (2,251) (1,546) 505
 523
Net Loss Attributable to Weatherford(2,813) (3,392) (1,985) (584) (345)
Basic Loss Per Share Attributable To Weatherford(2.84) (3.82) (2.55) (0.75) (0.45)
Diluted Loss Per Share Attributable To Weatherford(2.84) (3.82) (2.55) (0.75) (0.45)
          
Balance Sheet Data:         
Total Assets$9,747
 $12,664
 $14,760
 $18,854
 $21,937
Short-term Borrowings and Current Portion of Long-term Debt148
 179
 1,582
 727
 1,653
Long-term Debt7,541
 7,403
 5,852
 6,762
 7,021
Total Shareholders’ (Deficiency) Equity(571) 2,068
 4,365
 7,033
 8,203
Cash Dividends Per Share
 
 
 
 
 Successor  Predecessor
 Period From  Period From      
(Dollars in millions, except12/14/19  01/01/19 Years Ended
per share amounts)through  through December 31,
Statements of Operations Data:12/31/19  12/13/19 2018 2017 2016 2015
Revenues$261
  $4,954
 $5,744
 $5,699
 $5,749
 $9,433
Operating Income (Loss)1
  (1,182) (2,084) (2,170) (2,245) (1,546)
Net Income (Loss) Attributable to Weatherford(26)  3,661
 (2,811) (2,813) (3,392) (1,985)
Basic and Diluted Income (Loss) Per Share Attributable To Weatherford(0.37)  3.65
 (2.82) (2.84) (3.82) (2.55)

 Successor  Predecessor
(Dollars in millions, exceptYear Ended  Years Ended
per share amounts)December 31,  December 31,
Balance Sheet Data:2019  2018 2017 2016 2015
Total Assets$7,293
  $6,601
 $9,747
 $12,664
 $14,760
Short-term Borrowings and Current Portion of Long-term Debt13
  383
 148
 179
 1,582
Long-term Debt2,151
  7,605
 7,541
 7,403
 5,852
Total Shareholders’ Equity (Deficiency)2,916
  (3,666) (571) 2,068
 4,365



Table of ContentsItem 7 | MD&A    


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


As used herein,in this item, the “Company,” “we,” “us” and “our” refer to Weatherford International plc, (“Weatherford Ireland”), a public limited company organized under the laws of Ireland, and its subsidiaries on a consolidated basis, or for periods prior to June 17, 2014, to our predecessor, Weatherford International Ltd. (“Weatherford Switzerland”), a Swiss joint-stock corporation and its subsidiaries on a consolidated basis.
 
The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in “Item 8. – Financial Statements and Supplementary Data.” Our discussion includes various forward-looking statements about our markets, the demand for our products and services and our future results. These statements include certain risks and uncertainties. For information about these risks and uncertainties, refer to the section entitled “Forward-Looking Statements” and the section entitled “Item 1A. – Risk Factors.”
 
Overview
 
General


We conduct operations in approximately 90over 80 countries and have service and sales locations in nearlyvirtually all of the major oil and natural gas producing regions in the world. Our operational performance is reviewed on a geographic basis, and we report the following as separate, distinct reporting segments: Western Hemisphere and Eastern Hemisphere.
 
Our principal business is to provide equipment and services to the oil and natural gas exploration and production industry, both onshore and offshore. ProductProducts and serviceservices include: (1) Production, (2) Completions, (3) Drilling and Evaluation and (4) Well Construction.


Production offers production optimization services and a complete production ecosystem, featuring our artificial-lift portfolio, testing and flow-measurement solutions, and optimization software, to boost productivity and profitability.

Completions is a suite of modern completion products, reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in deepwater, unconventional, and aging reservoirs.
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.
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. On April 30, 2019, we completed the sale of our laboratory services and surface data logging businesses for an aggregate consideration of $256 million.

Well Construction builds or rebuilds well integrity for the full life cycle of the well. Using conventional to advanced equipment, we offer safe and efficient tubular running services in any environment. Our skilled fishing and re-entry teams execute under any contingency from drilling to abandonment, and our drilling tools provide reliable pressure control even in extreme wellbores. We also included our land drilling rig business as part of Well Construction. We divested a majority of our land drilling rig operations during 2019 and in the fourth quarter of 2018.

Completions is a suite of modern completion products, reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in deepwater, unconventional, and aging reservoirs.

Drilling and Evaluation comprises a suite of services ranging from early well planning to reservoir management. The drilling services offer innovative tools and expert engineering to increase efficiency and maximize reservoir exposure. The evaluation services merge wellsite capabilities including wireline, logging while drilling, and surface logging with laboratory-fluid and core analyses to reduce reservoir uncertainty.

Well Construction builds or rebuilds well integrity for the full life cycle of the well. Using conventional to advanced equipment, we offer safe and efficient tubular running services in any environment. Our skilled fishing and re-entry teams execute under any contingency from drilling to abandonment, and our drilling tools provide reliable pressure control even in extreme wellbores. We also include our land drilling rig business as part of Well Construction.


We may sell our products and services separately or may bundle them together to provide integrated solutions up to, and including, integrated well construction where we are responsible for the entire process of drilling, constructing and completing a well. Our customers include both exploration and production companies and other oilfield service companies. Depending on the service line, customer and location, our contracts vary in their terms, provisions and indemnities. We earn revenues under our contracts when products are delivered and services are performed. Typically, we provide products and services at a well site where our personnel and equipment may be located together with personnel and equipment of our customer and third parties, such as other service providers. Our services are usually short-term in nature, day-rate based and cancellable should our customer wish to alter the scope of work. Consequently, our backlog of firm orders is not material to the Company.



Table of ContentsItem 7 | MD&A    

Emergence from Bankruptcy Proceedings

On July 1, 2019, the Weatherford Parties commenced the Cases under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. On September 9, 2019, the Company filed with the Bankruptcy Court the proposed Second Amended Joint Prepackaged Plan of Reorganization of Weatherford International plc and its Affiliate Weatherford Parties.

On September 11, 2019, the Bankruptcy Court entered a Confirmation Order confirming and approving the Plan. On December 13, 2019, the conditions to effectiveness of the Plan were satisfied and the Company emerged from Chapter 11, including, but not limited to, the effectiveness of the schemes of arrangement in Ireland and Bermuda. The Company filed a notice of the Effective Date of the Plan with the Bankruptcy Court on December 13, 2019 (the “Notice of Effective Date”). See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for additional details on bankruptcy emergence.

On the Effective Date, we adopted and applied the relevant guidance with respect to the accounting and financial reporting for entities that have emerged from bankruptcy proceedings, or “Fresh Start Accounting.” Under Fresh Start Accounting, our balance sheet on the Effective Date reflects all of our assets and liabilities at fair value. Our emergence from bankruptcy and the adoption of Fresh Start Accounting resulted in a new reporting entity, referred to herein as the “Successor,” for financial reporting purposes.  To facilitate discussion and analysis of our financial condition and results of operations herein, we refer to the reorganized Weatherford Parties as the Successor for periods subsequent to December 13, 2019 and as the “Predecessor” for periods on or prior to December 13, 2019.  As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Plan, our consolidated financial statements subsequent to December 13, 2019 may not be comparable to our consolidated financial statements on or prior to December 13, 2019, and as such, “black-line” financial statements are presented to distinguish between the Predecessor and Successor companies.

References to the year ended December 31, 2019 relate to the combined Successor Predecessor Periods for the year ended December 31, 2019.

Industry Trends


The level of spending in the energy industry is heavily influenced by the current and expected future prices of oil and natural gas. Changes in expenditures result in an increased or decreased demand for our products and services. The Rig countCount is an indicator of the level of spending for the exploration for and production of oil and natural gas reserves. The following chart sets forth certain statistics that reflect historical market conditions: 

 
WTI Oil (a)
 
Henry Hub Gas (b)
 
North
American
Rig Count (c)
 
International Rig
Count (c)
2017$60.42
 $2.95
 1,127
 949
201653.72
 3.68
 770
 925
201537.04
 2.36
 910
 1,105
 
WTI Oil (a)
 
Henry Hub Gas (b)
 
North
American
Rig Count (c)
 
International Rig
Count (c)
2019$61.06
 $2.19
 1,077
 1,098
2018$45.41
 $2.94
 1,223
 988
2017$60.42
 $2.95
 1,082
 948
(a)Price per barrel of West Texas Intermediate (“WTI”) crude oil as of the last business day of the year indicated at Cushing Oklahoma – Source: Thomson Reuters
(b)Price per MM/BTU as of the last business day of the year indicated at Henry Hub Louisiana – Source: Thomson Reuters
(c)Quarterly average rig countAverage Rig Count – Source: Baker Hughes Rig Count
 
During 2017 WTI crude2019 oil prices ranged from a low of $46.54 per barrel during early-January, to a high of $60.42$66.30 per barrel in late December to a low of $42.53April and averaged $56.82 per barrel in mid-June on the New York Mercantile Exchange.fourth quarter of 2019. Natural gas ranged from a high of $3.42$3.59 MM/BTU induring mid-January to a low of $2.56$2.07 MM/BTU in mid-February.early-August and averaged $2.41 MM/BTU in the fourth quarter of 2019. Factors influencing oil and natural gas prices during the period include hydrocarbon inventory levels, realized and expected global economic growth, realized and expected levels of hydrocarbon demand, level of production capacity and weather and geopolitical uncertainty.


Outlook


Our resultsRecent developments have created significant uncertainty on the industry’s trajectory for 2017 were challenged2020. The global impacts surrounding the COVID-19 pandemic, including operational and manufacturing disruptions, logistical constraints and travel restrictions, are rapidly evolving and increasingly dynamic. We may experience delays or a lack of availability of key components from our suppliers, customer restrictions that would prevent access to their sites, community measures to contain the spread of the virus,

Table of ContentsItem 7 | MD&A    

changes to Weatherford’s policies that may restrict our employees, and other actions that may negatively impact our ability to operate.

Further, recent actions by certain members of OPEC and its partners have also disrupted the continued volatilitysupply/demand equation, resulting in oil prices and severe market contraction for our products and services. Marketcommodity price weakness and contraction has materially reducedreductions to the capital spending by our customers, which has reduced our revenue, both through lower activity levels and pricing. We believe our industry will remain within this ‘medium-for-longer’ price level paradigm for some time, until production growth is moderated. In the interim, we expect continuous short-term cyclical fluctuations. We will continue to push innovation, both from a technological and a business model perspective, and we will deliver operational excellence to bring the cost of production down to a point at which market participants can make a decent return. For us, this includes a significant transformation program which was started late in the fourth quarter of 2017 to generate cost savings through flattening our structure, driving process changes, improving the efficiencyplans of our supply chaincustomers. The COVID-19 pandemic and sales organizations and continuingthe recent customer responses to rationalize our manufacturing footprint.

For 2018, we expect growthOPEC initiatives have resulted in the Western Hemisphere to be driven by completion systems, artificial lift, and drilling services as rig count increases, pricing power improves and supplies tighten. North America growth is expected to be led by the Permian Basis, and we believe that apart from increasing activity in Argentina, South America and Mexico will remain relatively subdued. In the Eastern Hemisphere, we continue to anticipate growth in the North Sea and in the Gulf Cooperation Council (“GCC”) countries as a result of market share gains and activity levels in Russia are also expected to increase while Africa, Asia and Europe are expected to remain stable. We believe certain deepwater markets in the Eastern Hemisphere have likely reached their bottom with no expected improvements in the near term.
With current industry conditions, steadier oil prices and an increase in spending and activity, we continue to believe that over the longer term the outlook for our businesses is favorable. As decline rates accelerate and reservoir productivity complexities increase, our clients will continue to face challenges associated with decreasing the cost of extraction activities and securing desired rates of production. These challenges increase our customers’ requirements for technologies that improve productivity and efficiency and therefore increaseweaker demand for our products and services. These factors provide us withevents have had a positivesignificant impact on our outlook for our businesses over the longer term. However, the level of improvement in our businesses in the future will depend heavily on pricing, volume of work and may constrain our ability to offer solutionsgenerate revenues, profits, cash flows and may affect our liquidity profile. The WTI crude oil on the last business day of the 2019 year closed at $61.06 per barrel and during the second week of trading in March 2020 the price per barrel had fallen to the low $30’s per barrel.

We were already taking a number of actions which were yielding improvements in our cost structure as we entered the year. However, given current developments, we are now implementing more efficiently extract hydrocarbons, controlaggressive actions to right-size our business to address current market conditions. Despite this challenging outlook, we are committed to improving our profitability and free cash flow in 2020. We are embedding a returns-focused mindset into our organization and this, alongside continued cost-reduction efforts and the non-recurrence of costs and penetrate new and existing marketsassociated with our newly developed technologies.financial restructuring, will assist in achieving our profit and cash flow objectives.


In the fourth quarter of 2017, we launched a program (“Transformation Program”) focused on increasing our revenue, profitability, and cash flows by improving operations across the company, including flattening our organizational structure, implementing process changes, enhancing our supply chain, and rationalizing our manufacturing footprint. The improvements from the Transformation Program were impacted by the adverse market conditions and our voluntary Chapter 11 bankruptcy filing in 2019, and the original timeline to generate targeted savings is expected to take longer than originally anticipated. Going forward, we will continue to focus on improving our operations and these efforts will include workforce reductions, facility consolidations, and other cost efficiency initiatives across all of our geographic regions.

We continually seek opportunities to maximize efficiency and value through various transactions, including purchases or dispositions of assets, businesses, investments or joint ventures. We evaluate our disposition candidatesventures based on the strategic fit within our business and/or our short and long-term objectives. It is alsoOn April 30, 2019, we completed the sale of our intention to divestlaboratory services and surface data logging businesses for an aggregate consideration of $256 million. We divested a majority of our remaining land drilling rigs business. Upon completion, the cash proceeds from any divestitures are expected to be used to for working capital or repay or repurchase debt. Any such debt reduction may include the repurchase of our outstanding senior notes prior to their maturityrig operations in the open market or through a privately negotiated transaction or otherwise.fourth quarter of 2018 and during 2019 for consideration of $288 million.


The oilfield services industry growth is highly dependent on many external factors, such as our customers’ capital expenditures, world economic and political conditions, the price of oil and natural gas, member-country quota compliance within the Organization of Petroleum Exporting Countries and weather conditions and other factors, including those described in the section entitled “Forward-Looking Statements” and the section entitled “Item 1A. – Risk Factors.”



Opportunities and Challenges

OurAs production decline rates persist and reservoir productivity complexities increase, our customers will continue to face challenges in balancing the cost of extraction activities with securing desired rates of production while achieving acceptable rates of return on investment. These challenges increase our customers’ requirements for technologies that improve productivity and efficiency, which in turn puts pressure on us to deliver our products and services at competitive rates. We believe we are well positioned to satisfy our customers’ needs, but the level of improvement in our businesses in the future will depend heavily on pricing, volume of work, and our ability to offer solutions to more efficiently extract hydrocarbons, control costs, and penetrate new and existing markets with our newly developed technologies.

While our industry offers many opportunities, there were significant challenges that materialized throughout 2019, including but not limited to slower collections from customers, pressure from suppliers to shorten payment terms or lower credit limits and challenges.increased inventory balances resulting from a disruption in deliveries as we went through the Chapter 11 bankruptcy process. As we have emerged successfully from the bankruptcy process we anticipate that our new capital structure will help alleviate many of these aforementioned issues.

Our challenges also include adverse market conditions that could make our targeted cost reduction benefits more difficult to obtain and the ability to recruit and retain employees problematic. Continued negative sentiment for the energy industry in the capital markets may impact demand for our products and services, as our customers, particularly those in North America, may face challenges securing appropriate amounts of capital under suitable terms to finance their operations. The cyclicality of the energy industry impactscontinues to impact the demand for our products and services. Certain of our products and services, such as our drilling and evaluation services, well construction and well completion services, which strongly depend on the level of exploration and development activity and the completion phase of the well life cycle. Other products and services, such as our production optimization and artificial lift systems,

Table of ContentsItem 7 | MD&A    

are dependent on the number of wells and the type of production systems used. We have created aare following our long-term strategy aimed at growingachieving profitability in our businesses, servicing our customers, and most importantly, creating value for our shareholders. Thestakeholders. Our long-term success of our long-term strategy will be determined by our ability to manage effectively anythe cyclicality of our industry, cyclicality, including the ongoing and prolonged industry downturn, and our ability to respond to industry demands and periods of over-supply or low oil prices, and ultimately to generate consistent positive cash flow and positive returns on the invested capital.

During bankruptcy proceedings our non-debtor affiliates that did not file voluntary petitions continued to operate their businesses and facilities without disruption to customers, vendors, partners or employees. Vendors and other unsecured creditors who continued to work with the non-debtor affiliates on existing terms were paid in full and in the ordinary course of business. All existing customer and vendor contracts remained in place and were serviced in the ordinary course of business. On emergence from bankruptcy our lower leverage ratio and debt levels should enable us to capture additional market share. There is no assurance, however, that we will be able to execute on our strategies or achieve the intended benefits.

Recent Developments

Bankruptcy and Fresh Start Accounting

On July 1, 2019, Weatherford Ireland, Weatherford International Ltd. (“Weatherford Bermuda”), and Weatherford International, LLC (“Weatherford Delaware”) (collectively, “Weatherford Parties”), filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. On September 11, 2019 the Plan, as amended, was confirmed by the Bankruptcy Court and on December 13, 2019 (“Effective Date or Fresh Start Reporting Date”) we emerged from bankruptcy after successfully maximizecompleting the reorganization pursuant to the Plan.

The Consolidated Financial Statements included herein have been prepared as if we were a going concern and in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 852 – Reorganizations (“ASC 852”). See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for additional details regarding the bankruptcy.

As a result, during bankruptcy we segregated liabilities and obligations whose treatment and satisfaction were dependent on the outcome of the Chapter 11 proceedings and classified these items as “Liabilities Subject to Compromise” on our Consolidated Financial Statements with respect to the Predecessor as shown in “Note 3 – Fresh Start Accounting”. In addition, we have classified all income, expenses, gains or losses that were incurred or realized as a result of the Chapter 11 proceedings as “Reorganization Items” in our Consolidated Statements of Operations.

In accordance with ASC 852, we adopted fresh start accounting (“Fresh Start Accounting”) upon emergence from Chapter 11, at which point we became a new entity for financial reporting because (i) the holders of the then existing ordinary shares of the Predecessor company received less than 50% of the new ordinary shares of the Successor company outstanding upon emergence and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims. Upon adoption of Fresh Start Accounting, the reorganization value derived from the range of enterprise value as disclosed in the Disclosure Statement associated with the Plan, as adjusted for the revised projections filed with the SEC on a Form 8-K on October 7 and October 16, 2019, was allocated to the Company’s assets and liabilities based on their fair values (except for deferred income taxes) in accordance with ASC 805 – Business Combinations. The amount of deferred income taxes to be recorded was determined in accordance with ASC 740 – Income Taxes. The Effective Date fair values of the Company’s assets and liabilities may differ materially from their recorded values as reflected on the historical balance sheet.

Financial Results and Overview

References to the year ended December 31, 2019 relate to the combined Successor Predecessor Periods for the year ended December 31, 2019.

There was continued weakness within the energy market during 2019, particularly in North America, with price uncertainty in WTI crude, lower rig counts, and reduced spending by customers. This was combined with an uncertain economic and political situation in Argentina, leading to a reduction in activity. These factors were offset by activity growth in the Middle East as well as improvements in Europe and Russia. While an improved product mix, favorable exchange rates and cost savings contributed to improvements in our operations during 2019, we incurred significant reorganization expenses as part of our voluntary reorganization under Chapter 11 and made significant cash investments in working capital.

Combined revenues in 2019 compared to 2018 decreased $529 million, or 9%, which was predominantly driven by lower activity levels in Canada, lower demand for services in the United States, uncertainty related to economic conditions and customer

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budget reductions in Argentina, as well as decreased revenues associated with the divested land drilling rigs, laboratory services and surface logging businesses. This decline was partially offset by increased activity in the Middle East and higher service activity in Russia and the North Sea. Excluding the impact of revenues from the divested portion of the land drilling rigs, laboratory services and surface logging businesses, consolidated revenues were down $166 million, or 3% in 2019 compared to 2018.

Combined consolidated operating results improved $903 million, or 43% in 2019 compared to 2018 while combined segment operating income declined $133 million, or 41% in 2019 compared to 2018. The 2019 improvement in combined consolidated operating results was primarily due to lower goodwill impairment charges in 2019 compared to 2018. The combined segment operating income declined due to the reduced activity in North America and an unfavorable product mix in Canada and the United States. Lower demand for our products and services coupled with an unfavorable product mix and lack of supply chain savings caused the expected benefits from our acquisitionscost reduction initiatives to slow and completeconsequently resulted in significantly lower actual results compared to our expectations during 2019. 

These declines were partially offset by higher integrated service project activity in Latin America and operational improvements in the Eastern Hemisphere as a result of a more favorable geographic and product mix. Excluding the impact of operating results from the divested portion of the land drilling rigs, laboratory services and surface logging businesses, segment operating results in 2019 declined $55 million compared to 2018.

Divestitures

On April 30, 2019, we completed the sale of our surface data logging business to Excellence Logging for $50 million in total consideration, subject to customary post-closing working capital adjustments. The business disposition included our surface data logging equipment, technology and associated contracts related to the business.

On April 30, 2019, we completed the sale of our Reservoir Solutions business, also known as our laboratory services business to Oil & Gas Labs, LLC, an affiliate of CSL Capital Management, L.P., for an aggregate purchase price of $206 million in cash, subject to escrow release and customary post-closing working capital adjustments.

We divested a majority of our land drilling rig operations during the year ended 2019 as well as in the fourth quarter of 2018. In the fourth quarter of 2018, we completed the sale of a portion of the land drilling rigs business.operations we previously committed to divesting in the fourth quarter of 2017 and received gross cash proceeds of $216 million. The sale represented two of a series of four closings pursuant to the purchase and sale agreements entered into with ADES in July of 2018 to sell our land drilling rig operations in Algeria, Kuwait and Saudi Arabia, as well as two idle land rigs in Iraq. The sale was for 31 land rigs and related drilling contracts, as well as the transfer of employees and contract personnel, for an aggregate purchase price of $288 million, subject to customary closing conditions and adjustments based on working capital, net cash, loss or destruction of rigs and drilling contract backlog. In the first quarter of 2019, we completed the final closings in a series of closings pursuant to the purchase and sale agreements entered into with ADES and received gross proceeds of $72 million.


In the first quarter of 2018, we completed the sale of our continuous sucker rod service business in Canada for a purchase price of $25 million and recognized a gain of $2 million. The carrying amounts of the major classes of assets divested total $23 million and included PP&E, allocated goodwill and inventory. In the third quarter of 2018, we completed the sale of an equity investment in a joint venture for an insignificant gain.
Overview
In December of Significant Activities

Disposition of U.S. Pressure Pumping and Other Assets

On December 29, 2017, we completed the sale of our U.S. pressure pumping and pump-down perforating assets for $430 million in cash and recognized a $96 million gain on this sale. We sold our related facilities, field assets, and supplier and customer contracts related to these businesses. Proceeds from the sale were used to reduce outstanding indebtedness.

Reporting Segments

At the end of the third quarter of 2017, changes to Weatherford’s organization structure were internally announced to flatten the organization structure, reduce our costs and accelerate decision-making processes. During the fourth quarter of 2017, the Company's chief operating decision maker (its chief executive officer) changed the information he regularly reviews to allocate resources and assess performance and we realigned our reporting segments into two reportable segments, which are the Western Hemisphere segment and Eastern Hemisphere segment. Our Western Hemisphere segment represents the prior North America and Latin America segments as well as land drilling rigs operations in Colombia and Mexico. Our Eastern Hemisphere segment represents the prior MENA/Asia Pacific segment and Europe/SSA/Russia segment as well as land drilling rigs operations in the Eastern Hemisphere. Research and Development expenses are now included in the results of our Western and Eastern Hemisphere segments. We have revised our segment reporting to reflect our current management approach and recast prior periods to conform to the current segment presentation. Our corporate and other expenses that do not individually meet the criteria for segment reporting continue to be reported separately as Corporate expenses.


Summary of OperatingSignificant Charges and Credits


Reorganization items in the 2019 Predecessor Period directly related to bankruptcy include the $4.3 billion gain on settlement of liabilities subject to compromise, $1.4 billion gain on revaluation of the Company’s assets and liabilities, and $346 million of charges for debt issuance write-offs, debt discount write-offs, backstop commitment fees, DIP financing fees and professional fees related to bankruptcy matters. In addition, we incurred $86 million of prepetition charges for professional and other fees related to the Cases incurred before the petition date.

For the Predecessor Period, we recorded $730 million of goodwill impairment charges related to our fair value assessment of our reporting units, $189 million of severance and restructuring charges and $374 million of inventory write-off, long-lived asset impairments, asset write-downs and other charges.

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For the year ended December 31, 2018, we recorded $1.9 billion of goodwill impairment charges related to our annual fair value assessment of our business and assets, $151 million of long-lived asset impairments, $126 million of severance and restructuring charges and $87 million of other asset write-downs.

For the year ended December 31, 2017, we hadincurred $928 million of long-lived asset impairments, (of which $740 million was due to a 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), $540 million inventory write-off and other related charges including excess and obsolete, $230 million in the write-down of Venezuelan receivables and $183 million of severance and restructuring chargescharges.

Goodwill and an $86 million warrantLong-lived Asset Impairments

During 2019, we determined that goodwill for all our reporting units in the Western Hemisphere and Eastern Hemisphere was fully impaired and as a result we incurred a goodwill impairment charge of $730 million. The impairment indicators during 2019 were a result of lower activity levels and lower exploration and production capital spending that resulted in a decline in drilling activity and growth in all our reporting units. Our lower than expected and forecasted financial results were due to the continued weakness within the energy market which impacted our ability to meet the original timeline of our revenue and profitability improvement efforts under our restructuring over the past two years, defined in “Note 11 – Restructuring, Facility Consolidation and Severance Charges”. These circumstances prompted us to evaluate whether circumstances in the Predecessor Period had changed that would more likely than not reduce the fair value adjustment gain.of one or more of our reporting units below their carrying amount.


ForWhen conducting this evaluation, we considered macroeconomic and industry conditions, including the year ended December 31, 2016outlook for exploration and production spending by our customers and overall financial performance of each of our reporting units. We also considered whether there were any changes in our long-term forecasts, which are impacted by assumptions about the future commodity pricing and supply and demand for our goods and services.

During the Predecessor Period in 2019, we recognized long-lived asset impairments of $20 million to write-down our assets to the lower of carrying amount or fair value less cost to sell for our land drilling rigs. We had $710asset write-downs of $91 million for assets where there was low or no demand.

During 2018, we recorded a goodwill impairment of $1.9 billion which was based upon our annual fair value assessment of our business and assets. The rapid and steep decline in oil prices and consequentially lower expectations for future exploration and production capital spending, resulted in a sharp reduction in share prices in the oilfield services sector, including our share price, which triggered the goodwill impairment. During 2018, we also recognized long-lived asset impairments of $151 million related to long-lived asset impairments, asset write-downs, receivables write-offs and other charges and credits, $280 million of severance and restructuring charges, $220 million of litigation charges, $219 million of inventory write-downs and $114 million of pressure pumping related charges relatedour land drilling rigs assets primarily to write-down our land drilling rigs assets to the shutdownlower of carrying amount or fair value less cost to sell. The 2018 impairments were due to the sustained downturn in the oil and gas industry that resulted in a reassessment of our U.S. pressure pumping business.disposal groups for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives.


For the year ended December 31, 2015 we had $638 million of long-lived asset impairments, $232 million of severance and restructuring charges, $223 million of inventory write-downs, $130 million of supply agreement charges, $116 million of litigation charges, $48 million of bad debt expense charges and $83 million of charges related to professional fees, divestiture related charges, facility closures, equity investment impairment and other charges.


Long-lived Asset Impairments and Other Asset Charges

In the fourth quarter ofDuring 2017, we recognized long-lived asset impairments of $928 million, of which $923 million was related to property, plant and equipment (“PP&E”) impairments and $5 million was related to the impairment of intangible assets. The PP&E impairments in our Eastern Hemisphere segment include a $740 million write-down to the lower of carrying amount or fair value less cost to sell of our land drilling rigs classified as held for sale, $135$172 million related to Western Hemisphere segment product line assets and $37 million related to other Eastern Hemisphere segment product line assets. In addition, we recognized $11 million of long-lived impairments charges related to Corporate assets. The 2017 impairments were due to the sustained downturn in the oil and gas industry, whose recovery was not as strong as expected and whose recovery in subsequent quarters was slower than had previously been anticipated. These long-lived asset impairments and other related charges are reported as “Long-Lived Asset Impairments, Write-Downs and Other Charges” on our Consolidated Statements of Operations.

In 2016, the prolonged downturnThe change in the oil and gas industry contributedexpectations of the market’s recovery, in addition to continued lower exploration and production spending and continued low utilization of our land drilling rigs andsuccessive negative operating cash flows in certain asset groups. During 2016, based on our impairment tests, we recognized long-lived asset impairments of $436 million of which $388 million was related to product line PP&E impairments and $48 million was related to the impairment of intangible assets. The PP&E impairment charges were related to our Pressure Pumping and North America Well Construction, Drilling Services and Secure Drilling Service product lines. In 2016, we also recognized $114 million related to pressure pumping related charges in our North America segment. These long-lived asset impairments and other related charges are reported as “Long-Lived Asset Impairments, Write-Downs and Other Charges” on our Consolidated Statements of Operations.groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives.

In 2015, the weakness in crude oil prices contributed to lower exploration and production spending and a decline in the utilization of our land drilling rigs and certain U.S. asset groups. During 2015, based on our impairment tests, we recognized total long-lived impairment charges of $638 million with $383 million related to Pressure Pumping, Drilling Tools and Wireline assets in the in the Western Hemisphere and $255 million related to land drilling rigs assets in the Eastern Hemisphere. In 2015, we also recognized $130 million related to supply agreement charges in our Western Hemisphere segment. These long-lived asset impairments and other related charges are reported as “Long-Lived Asset Impairments, Write-Downs and Other Charges” on our Consolidated Statements of Operations. In connection with our long-lived asset impairments in 2015, we prepared an analysis to determine the fair value of our equity method investments. We assessed these declines in value as other than temporary and recognized an impairment loss of $25 million.


See “Note 89 – Long-Lived Asset Impairments and Asset Write-Downs,” “Note 910Goodwill”Goodwill and Intangible Assets” and “Note 1415 – Fair Value of Financial Instruments, Assets and Equity Investments”Other Assets” for additional information regarding thegoodwill and long-lived other asset and goodwill impairments.


Recent Litigation Settlements
In August 2016, after a bench trial in Harris County, Texas, the court entered a judgment of $36 million against the Company in the case of Spitzer Industries, Inc. (“Spitzer”) vs. Weatherford U.S., L.P. in connection with Spitzer’s fabrication work on two mobile capture vessels used in the cleanup of marine oil spills. We agreed on a settlement and paid the settlement amount of $25 million during the fourth quarter of 2017.

In 2016, the SEC and DOJ continued to investigate certain accounting issues associated with the material weakness in our internal control over financial reporting for income taxes and the restatements of our historical financial statements in 2011 and 2012. During the first quarter 2016, we recorded a loss contingency in the amount of $65 million. In the second quarter 2016, we increased our loss contingency to $140 million reflecting our best estimate for the potential settlement of this matter which ultimately became the final settlement. As disclosed in a Form 8-K filed on September 27, 2016, the Company agreed to pay the SEC a total civil monetary penalty of $140 million to resolve the investigation. Our final payment for the civil monetary penalty was made in September 2017. For additional information about this resolution, see “Note 21 – Disputes, Litigation and Contingencies.”

On June 30, 2015, we settled a purported securities class action for $120 million in exchange for the dismissal with prejudice of the litigation and the unconditional release of all claims captioned Freedman v. Weatherford International Ltd., et al., that were filed in the Southern District of New York against us and certain current and former officers in March 2012. The settlement agreement was subject to notice to the class, approval by the U.S. District Court for the Southern District of New York and other conditions. The settlement amount was paid into escrow in August 2015. We are pursuing reimbursement from our insurance carriers and have recovered $26 million of the settlement amount to date. See “Note 21 – Disputes, Litigation and Contingencies” for additional information.




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Debt Transactions and Equity Issuances


On July 3, 2019, the Weatherford Parties borrowed approximately $1.4 billion under the DIP Credit Agreement and the proceeds were used to repay certain prepetition indebtedness, cash collateralize certain obligations with respect to letters of credit and similar instruments and finance the working capital needs and general corporate purposes of the Weatherford Parties and certain of their subsidiaries. On July 3, 2019, the Company repaid all outstanding amounts due under the secured Term Loan Agreement and 364-Day Credit Agreement totaling approximately $616 million with borrowings from our DIP Credit Agreement. In addition, we cash collateralized approximately $271 million of letters of credit and similar instruments with borrowings from the DIP Credit Agreement. See “Note 13 – Short-term Borrowings and Other Debt Obligations” for additional details. The DIP Credit Agreement was repaid in full upon emergence from Bankruptcy on December 13, 2019.

As of the Petition Date, the Predecessor’s senior notes and exchangeable senior notes and related unpaid accrued interest totaling $7.6 billion were placed into liabilities subject to compromise during the bankruptcy period with respect to the Predecessor as shown in “Note 3 – Fresh Start Accounting”. Upon emergence from bankruptcy on December 13, 2019, the Predecessor’s senior and exchangeable senior notes were cancelled pursuant to the terms of the Plan, resulting in a gain on extinguishment of debt of $4.3 billion recorded in “Reorganization Items” on the Consolidated Statements of Operations.

On the Effective Date we issued Exit Notes for an aggregate principal amount of $2.1 billion (of which $500 million was in the form of Exit Takeback Notes to existing creditors on the senior notes being cancelled). Interest on the Exit Notes will accrue at the rate of 11.00% per annum and will be payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2020.

For the 2019 Predecessor Period, we had net short-term repayments of $347 million primarily from our borrowings and repayments of the DIP Credit Agreement and our Predecessor Revolving Credit Agreements, including the repayment of our 364-Day Credit Agreement. Our long-term debt repayments of $318 million on our Term Loan Agreement and financed leases.

On December 13, 2019, all previously issued and outstanding equity interests in the Predecessor were cancelled and the Company issued 69,999,954 new ordinary shares (“New Ordinary Shares”) to the holders of the Company’s existing senior notes and holders of old ordinary shares (“Old Ordinary Shares”). The amount in excess of par value of $2.9 billion is reported in Capital in Excess of Par Value on the accompanying Consolidated Balance Sheets.

On the Effective Date, the Company issued warrants (“New Warrants”) to holders of the Company’s Old Ordinary Shares, to purchase up to an aggregate of 7,777,779 New Ordinary Shares in the Company, par value $0.001 (the “New Ordinary Shares”), at an exercise price of $99.96 per ordinary share. The New Warrants are equity classified and, upon issuance, have a value of $31 million, which was recorded in “Capital in Excess of Par Value.”

In February of 2018, we repaid in full our 6.00% senior notes due March 2018. On February 28, 2018, we issued $600 million in aggregate principal amount of our 9.875% senior notes due 2025.

The February 2018 debt offering partially funded a concurrent tender offer to purchase for cash any and all of our 9.625% senior notes due 2019. We settled the tender offer in cash for the amount of $475 million, retiring an aggregate face value of $425 million and accrued interest of $20 million. In April 2018, we repaid the remaining principal outstanding on an early redemption of the bond. We recognized a cumulative loss of $34 million on these transactions in “Bond Tender and Call Premium” on the accompanying Consolidated Statements of Operations.

In June of 2017, we repaid our 6.35% senior notes on the maturity date. On June 26, 2017, we issued an additional $250 million aggregate principal amount of our 9.875% senior notes due 2024 (“Notes”).2024. These Notesnotes were issued as additional securities under an indenture pursuant to which we previously issued $540 million aggregate principal amount of our 9.875% senior notes due 2024.


During 2016, through a series of debt offerings we received net proceeds of $3.7 billion from the issuance of various unsecured debt instruments and a secured term loan. We used certain proceeds from our debt offerings to fund tender offers to buy back our senior notes with a principal balance of $1.9 billion and used the remaining proceeds to repay our revolving credit facility and for general corporate purposes. We recognized a cumulative loss of $78 million on the tender offers buyback transaction. See “Note 1213 – Short-term Borrowings and Other Debt Obligations” and “Note 1314 – Long-term Debt” for additional details of our financing activities.

During 2016, we received total cash proceeds of $1.1 billion from the issuance of 200 million ordinary shares of the Company. In addition, in November 2016 we issued one warrant that permits the holder to purchase 84.5 million ordinary shares on or prior to May 21, 2019 at an exercise price of $6.43 per ordinary share.


Results of Operations


The following table containssets forth consolidated results of operations and financial information by operating segment and other selected information for the periods indicated. The Successor Period and the Predecessor Period are distinct reporting periods as a result of our emergence from bankruptcy on December 13, 2019. References in these results of operations to the change and the percentage change

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combine the Successor Period and Predecessor Period results for the year ended December 31, 2019 in order to provide some comparability of such information to the year ended December 31, 2018. While this combined presentation is not presented according to generally accepted accounting principles in the United States (“GAAP”) and no comparable GAAP measure are presented, management believes that providing this financial data comparing our consolidatedinformation is the most relevant and segment results from operationsuseful method for 2017, 2016 and 2015. See “Notesmaking comparisons to Consolidated Financial Statements – Note 23 – Segment Information” for additional information regarding variances in operating income. the year ended December 31, 2018 as the eighteen days of the Successor Period is not a significant period of time impacting the combined results.
       Percentage Change
 Year Ended December 31, Favorable (Unfavorable)
 (Dollars in millions, except per share data)2017 2016 2015 2017 vs 2016 2016 vs 2015
Revenues:         
Western Hemisphere$2,937
 $2,942
 $5,276
  % (44)%
Eastern Hemisphere2,762
 2,807
 4,157
 (2)% (32)%
Total Revenues$5,699
 $5,749
 $9,433
 (1)% (39)%
          
Operating Income (Loss):         
Western Hemisphere$(115) $(409) $(180) 72 % (127)%
Eastern Hemisphere(143) (160) 27
 11 % (693)%
Total Segment Operating Loss$(258) $(569) $(153) 55 % (272)%
          
Corporate General and Administrative$(130) $(139) $(194) 6 % 28 %
Long-Lived Asset Impairments, Write-Downs and Other Charges(1,664) (1,043) (768) (60)% (36)%
Restructuring Charges(183) (280) (232) 35 % (21)%
Litigation Charges, Net10
 (220) (116) 105 % (90)%
Goodwill and Equity Investment Impairment
 
 (25)  % 100 %
Gain (Loss) from Disposition of U.S. Pressure Pumping Assets and Businesses96
 
 (6)  % 100 %
Other Items
 
 (52)  % 100 %
Total Operating Loss$(2,129) $(2,251) $(1,546) 5 % (46)%
          
Interest Expense, Net$(579) $(499) $(468) (16)% (7)%
Warrant Fair Value Adjustment86
 16
 
 438 %  %
Bond Tender Premium, Net
 (78) 
 100 %  %
Currency Devaluation Charges
 (41) (85) 100 % 52 %
Other Income (Expense), Net(34) (24) 3
 (42)% (900)%
Income Tax (Provision) Benefit(137) (496) 145
 72 % (442)%
Net Loss per Diluted Share(2.84) (3.82) (2.55) 26 % (50)%
Weighted Average Diluted Shares Outstanding990
 887
 779
 (12)% (14)%
          
Depreciation and Amortization801
 956
 1,200
 16 % 20 %
 Successor  Predecessor Combined Predecessor
 Period From  Period From     $ Change% Change % Change
 12/14/19  01/01/19 Years Ended Favorable
 through  through December 31, (Unfavorable)
 (Dollars in millions, except per share data)12/31/19  12/13/19 2018 2017 2019 vs 20182019 vs 2018 2018 vs 2017
Revenues:             
Western Hemisphere$121
  $2,620
 $3,063
 $2,937
 $(322)(11)% 4 %
Eastern Hemisphere140
  2,334
 2,681
 2,762
 (207)(8)% (3)%
Total Revenues$261
  $4,954
 $5,744
 $5,699
 $(529)(9)% 1 %
              
Operating Income (Loss):             
Western Hemisphere$(4)  $54
 $208
 $(113) $(158)(76)% 284 %
Eastern Hemisphere10
  134
 119
 (139) 25
21 % 186 %
Total Segment Operating Income (Loss)$6
  $188
 $327
 $(252) $(133)(41)% 230 %
Total Other Operating Expenses, Net(5)  (1,370) (2,411) (1,918) 1,036
43 % (26)%
Total Operating Income (Loss)$1
  $(1,182) $(2,084) $(2,170) $903
43 % 4 %
              
  Reorganization Items$(4)  $5,389
 $
 $
 $5,385
 %  %
  Interest Expense, Net(12)  (362) (614) (579) 240
39 % (6)%
  Total Other Income (Expense), Net
  (26) (59) 93
 33
56 % (163)%
Income (Loss) before Income Taxes(15)  3,819
 (2,757) (2,656) 6,561
238 % (4)%
  Income Tax Provision(9)  (135) (34) (137) (110)(324)% 75 %
Net Income (Loss)(24)  3,684
 (2,791) (2,793) 6,451
231 %  %
Net Income Attributable to Noncontrolling Interests2
  23
 20
 20
 5
25 %  %
Net Income (Loss) Attributable to Weatherford$(26)  $3,661
 $(2,811) $(2,813) $6,446
229 %  %
              
Net Loss per Share$(0.37)  $3.65
 $(2.82) $(2.84) NA
NA
 1 %
Weighted Average Shares Outstanding70
  1,004
 997
 990
 NA
NA
 (1)%
Depreciation and Amortization34
  447
 556
 801
 (75)13 % 31 %



Revenues Percentage by Business GroupProduct Lines


We provide equipment and services used in the production, completions, drilling and evaluation, and well construction of oil and natural gas wells. The following table contains the percentage distributioncomposition of our consolidated revenues by business groups for 2017, 2016 and 2015:product line group is as follows:

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Successor  Predecessor
Period From  Period From  
12/14/19  01/01/19 Years Ended
Year Ended December 31,through  through December 31,
2017 2016 201512/31/2019  12/13/2019 2018 2017
Production26% 29% 29%32%  29% 27% 26%
Completions22
 20
 20
25
  23
 21
 22
Drilling and Evaluation24
 22
 22
22
  24
 25
 24
Well Construction28
 29
 29
21
  24
 27
 28
Total100% 100% 100%100%  100% 100% 100%


Consolidated and Segment Revenues


20172019 vs 20162018 Revenues


Combined consolidated revenues decreased $529 million, or 9% in 2019, compared to 2018. Excluding the impact of revenues from the divested portion of the land drilling rigs, laboratory services and surface logging businesses, consolidated revenues were down $166 million, or 3%, in 2019 compared to 2018.

Western Hemisphere combined revenues decreased $322 million, or 11%, in 2019 compared to 2018, due to lower activity levels in the U.S. and Canada as a result of a decline in rig related activity and exploration spending, which has reduced demand for drilling, completion and production products and services. The decline in Canada was partially offset by higher activity in integrated service projects and product sales in Mexico.

Eastern Hemisphere combined revenues decreased $207 million, or 8%, in 2019 compared to 2018. The decline in revenues was primarily due to lower revenues from our divested land drilling rigs businesses in the Middle East and North Africa, as well as our divested laboratories and surface logging businesses. Increased revenues in the completions product line partially offset this decline. Excluding the impact of revenues from the divested portion of the land drilling rigs, laboratory services and surface logging businesses, revenues in 2019 increased $105 million, or 5% in 2019 compared to 2018.

2018 vs 2017Revenues

Consolidated revenues decreased $50increased $45 million, or 1%, in 20172018 compared to 2016. Excluding revenues from U.S. pressure pumping operations and our Zubair project in Iraq, consolidated revenues increased 5% in 2017 compared to 2016.2017.


Western Hemisphere revenues declined slightly by $5improved $126 million, or 4%, in 20172018 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 revenue2017 on a cash basis in Venezuela. Western Hemisphere revenues, excluding U.S. pressure pumping operations, improved $245 million, or 9%, in 2017 compared to 2016. These improvements were driven by higher activity and saleslevels in all product lines in the U.S. and Canada related toan improved product mix for the 46% increase in North American rig count since December 31, 2016 as well as improvements across all ourProduction and Completions product lines in Colombia benefiting from an increasethe U.S. Growth in the number of operating rigs.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.


Eastern Hemisphere revenues declined $45$81 million, or 2%3%, in 2018 compared to 2017, respectively. The modest decline in revenues was primarily due to lower activity related to the Zubair project, a non-renewal of a contractfewer offshore projects 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.

2016 vs 2015Revenues

Consolidated revenues decreased $3.7 billion, or 39%, in 2016 compared to 2015. Revenues decreased in 2016 compared to 2015 across all our segments as follows:

Western Hemisphere segment revenues declined $2.3 billion, or 44%, in 2016 compared to 2015, due to the 20% decrease in Western Hemisphere rig count since December 31, 2015, continued customer pricing pressures and reduced exploration activity due to lower customer spending across our product lines. The significantly lower activity particularly impacted artificial lift, well construction, and pressure pumping in the U.S and Canada. Revenues declined in Brazil, Argentina, and Colombia due to customer pricing adjustments and budget spending reductions by our customers. All these geographic locations were negatively impacted by the reduced demand and pricing pressure, with managed-pressure drilling, well construction, and drilling services as the most negatively impacted product lines.
Eastern Hemisphere segment revenues declined $1.4 billion, or 32%, in 2016 compared to 2015, due to the 10% decrease in Eastern Hemisphere rig count since December 31, 2015, continued customer pricing pressures and reduced activity from lower customer spending. The lower business activity negatively impacted revenue in most countries, particularly in Saudi Arabia, Kuwait, Iraq, Russia,West Africa, the North Sea Angola, Australia and Malaysia. Although manyAsia, partially offset with increased activity and higher product lines were negatively impacted, the largest declines were in Well Construction, Tubular Running Services, and Completions. These declines were partly offset by an improvement from the recognition of revenue as part of the settlement agreement signedsales in the second quarter of 2016 for the Zubair project in Iraq.Gulf Cooperation Countries.



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Consolidated and Segment Operating LossResults


20172019 vs 20162018 Operating Results

Combined consolidated operating results improved $903 million, or 43%, in 2019 compared to 2018, while combined segment operating income declined $133 million, or 41%, in 2019 compared to 2018. The improvement was due to lower goodwill impairment charges, the net gain on sale of businesses and Segmentimproved results in the Eastern Hemisphere as a result of a more favorable geographic and product mix, partially offset by higher prepetition charges. Excluding goodwill impairment, prepetition charges, and the net gain on sale of businesses of $704 million in 2019 and goodwill impairment of $1.9 billion in 2018, consolidated results were down $310 million in 2019 compared to 2018.

Additionally, during 2019 lower demand for our products and services coupled with an unfavorable product mix and lack of supply chain savings caused the delay of the expected benefits from our revenue and profitability improvement efforts and consequently resulted in significantly lower actual results. During 2019, we also incurred higher than forecasted costs associated with consolidating our manufacturing facilities and the deteriorating market negatively impacted progress towards our sales and commercial savings targets.

Combined segment operating income decreased $133 million in 2019 compared 2018. The decrease was driven by lower activity levels, an unfavorable product mix in Canada and the United States, and start-up costs for projects in Latin America. These declines were partially offset by improved operating results from higher integrated service project activity in Latin America and operational improvements in the Eastern Hemisphere. Excluding the impact of operating results from the divested portion of the land drilling rigs, laboratory services and surface logging businesses, segment operating results in 2019 declined $55 million compared to 2018.

Western Hemisphere combined segment operating income of declined $158 million, or 76%, in 2019 compared to 2018. The segment income decline was driven by lower activity levels, lower operating margin product sales in Canada, start-up costs for projects in Argentina and employee retention expenses. These declines were partially offset by improved operating results from higher integrated service project activity in Mexico.

Eastern Hemisphere combined segment operating income improved $25 million, or 21%, in 2019 compared to 2018. The improvement in segment operating income was due to the lower direct expenses, cost improvements, partially offset by the impact of the divestitures. Excluding the impact of operating results from the divested portion of the land drilling rigs, laboratory services and surface logging businesses, segment operating results in 2019 improved $94 million compared to 2018.

2018 vs 2017 Operating Results


Consolidated operating lossresults improved $122$86 million, or 5%4%, in 20172018 compared to 20162017 and segment operating lossincome of $327 million improved $311$579 million, or 55%230%, in 20172018 compared to 2016.2017. Our consolidated operating loss improvement was primarily due to the following:


Higher activity and productivity related to the increase in Western Hemisphere rig count;
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.spending;
Long-livedThrough our revenue and profit improvement efforts 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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Western Hemisphere 2018 segment operating income of $208 million improved $321 million, or 284%, compared to 2017. The improvement was driven by Production, Completions and charges increasedWell Construction activity increases in 2017, offset by reduced litigation and restructuring charges;
Reduced expenses from the shutdown of our U.S. pressure pumping operations; and
A gain on sale of $96 million the U.S. pressure pumpingwith a profitable product mix, and pump-down services assets.

The Western Hemisphere segment operating loss improved $294 million, or 72%, in 2017 compared to 2016. This improvementa decline in operating income is due to increased activity levels in North America for Artificial Lift, Well Construction, Completions and Drilling Services, cost savings from facility closures and cost reductionscosts as a result of the shutdown of our U.S. pressure pumping operations at the end of 2016. This improvement was partially offsettransformation efforts. Operating income also improved due to growth in Latin America driven by a deterioration of results in Venezuela as a result of the change in revenue accounting and a difficult geopolitical situation as well as lower revenue in Argentina and Brazil, suffering from pricing pressure and reducedhigher demand for our productsIntegrated Services and servicesProjects and improved activity levels in mostLatin America across all product lines.

The Eastern Hemisphere segment operating loss improved $17 million, or 11%, in 2017 compared to 2016. The improvements in 2017 were primarily due to higher activity and increased utilization rates in Russia, North Africa, parts of the Middle East, Continental Europe and the North Sea combined with lower costs related to the Zubair project in Iraq. These improvements were partially offset by a non-renewal of a contract in the United Arab Emirates, continued pricing pressure across most of our businesses as well as a decline in activity in offshore markets in Asia and Africa.

2016 vs 2015 Operating and Segment Results

Consolidated operating loss declined $705 million, or 46%, in 2016 compared to 2015. The operating loss degradation was due to low customer activity levels and pricing pressures from the low price of crude oil and increased impairment, litigation and restructuring charges. All segment operating results and product lines were impacted negatively, which was partly offset by cost savings from cost reduction efforts, minimizing operating losses despite large revenue declines.

Western Hemisphere segment operating loss declined $229 million, or 127%, in 2016 compared to 2015 due to lower activity related to decreased customer spending, customer pricing adjustments and pricing pressure impacting the U.S., Canada, Venezuela, Brazil and Colombia. The significantly lower activity particularly impacted operating results in Artificial Lift, Well Construction,Canada as a result of the difficult macro environment and Pressure Pumpingadverse foreign exchange rate impacts in the U.S and Canada. Operating income declined in Brazil, Argentina, and Colombia due to customer pricing adjustments and budget spending reductions by our customers.Latin America.


Eastern Hemisphere 2018 segment operating loss declined $187income of $119 million improved $258 million, or 693%186%, in 2016 compared to 2015 due to2017. The improvement is primarily a declineresult of improved product mix, a reduced cost structure and improved service quality resulting in customer activity and overall lower demand broadly impacted all product lines, particularly in Well Construction, Tubular Running Services, and Completions and were concentrated in Saudi Arabia, Kuwait, Iraq, Russia, the North Sea, Angola, Australia and Malaysia. The decline was partly offset by income recognized from the settlement of our Zubair project.greater operational efficiency.




Interest Expense, Net


Net interest expense was $579$12 million in 2017for the Successor Period representing interest expense on our Exit Notes, due December 1, 2024, with a stated interest rate of 11%, and $362 million for the 2019 Predecessor Period, as compared to $499$614 million for the Predecessor in 2016.2018. This increase of $80decrease in interest expense was $240 million, or 16%,39%. The decrease in 2017 comparedinterest expense for 2019 was primarily due to 2016 is primarily from higher average borrowingsunrecognized contractual interest (no longer accruing interest) on our unsecured senior notes during the Chapter 11 proceedings, which began July 1, 2019, as well as the elimination of the amortization of deferred financing costs and debt discounts. These unamortized balances were recognized as expenses under “Reorganization Items” on our Condensed Consolidated Statements of Operations. Included in interest rates in 2017 compared to 2016.expense during the 2019 Predecessor Period, was interest on debtor-in-possession financing and default interest on our A&R Credit Agreement.


Net interest expense was $499$614 million in 20162018 compared to $468$579 million in 2015.2017. This increaseincreased interest expense of $31$35 million, or 7%6%, in 2016 compared to 2015 was primarily due to a full year of interest expense on higher interest rates onfrom the senior notes and exchangeable notes issued in 2016.


Warrant Fair Value Adjustment – Predecessor


We haddid not have any warrant fair value income ofin 2019. Warrant fair value income was $70 million in 2018 and $86 million and $16 million in 2017 and 2016, respectively, related to the fair value adjustment to ourthe warrant liability. On May 21, 2019, the option period to exercise the warrants lapsed and the warrants expired unexercised with a fair value of zero. The change in fair value of the warrant during 2018 was primarily driven by eliminating the warrant share value associated with any future equity issuance and a decrease in the Predecessor’s stock price. The change in fair value of the warrant during 2017 was principally due to a decrease in Weatherford’sthe Predecessor’s stock price. The warrant valuation would be negatively affected due to an increase in the likelihood of a future stock issuance.

Other Income/Expense,Income (Expense), Net


We hadincurred other expense of $34 million and $24$26 million in 2017 and 2016, respectively,the 2019 Predecessor Period, other expense of $46 million in 2018 and other income of $3$7 million in 2015.2017. In 2017,2019 and 2018, other expense was primarily driven by foreign currency exchange losses, letter of credit fees, other financing fees and non-service periodic pension and other financing fees.post-retirement benefit expenses. In 2016,2017, other expenseincome was primarily driven by losses on the repurchase of certain senior notesdue to gains associated with our supplemental executive retirement plan and non-service periodic pension and other post-retirement benefit expenses partially offset by foreign currency exchange losses.losses, letter of credit and other financing fees. Foreign exchange losses are typically due to the strengthening U.S. dollar compared to our foreign denominated operations. In 2015, other income of $3 million was primarily driven by gains on the repurchase of certain senior notes partially offset by foreign currency exchange losses.


Currency Devaluation Charges


We did not recognize currency devaluation charges for the Predecessor Period or the Successor Period. For the year ended December 31, 2018, we recognized currency devaluation charges of $49 million primarily related to the devaluation of the Angolan kwanza due to a change in Angolan central bank policy in 2018. For the year ended December 31, 2017, we had no significant currency devaluation charges. Currency devaluation charges are included in current earnings in “Currency Devaluation Charges” on the accompanying Consolidated Statements of Operations. In 2016, currency devaluation charges of $41 million include charges related to the Angolan kwanza of $31 million and the Egyptian pound of $10 million. In 2015, currency devaluations charges of $85 million include charges related to the Angolan kwanza of $39 million, the Venezuelan bolivar of $26 million, the Argentina peso of $11 million and the Kazakhstani tenge of $9 million.

The devaluationFor additional information see “Cash Requirements” of the Argentine peso“Liquidity and Capital Resources” section in 2015 was due to the modification“Management’s Discussion and Analysis of currency control restrictions on purchasingFinancial Condition and Results of foreign currencies by the Argentine Central Bank. The depreciation of the Kazakhstani tenge during 2015 occurred after the National Bank of Kazakhstan abandoned its peg of the tenge to the U.S. dollar. The Venezuelan bolivar charge in 2015 reflects remeasurement charges due to currency devaluation in Venezuela.Operations.”


Income Taxes


We provide for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our subsidiaries are considered resident for income tax purposes. We are exempt from Swiss cantonal and communal tax on income derived outside Switzerland, and are also granted participation relief from Swiss federal tax for qualifying dividend income and capital gains related to the sale of qualifying investments in subsidiaries. We expect that the participation relief will result in a full exemption of participation income from Swiss federal income tax.

The relationship between our pre-tax income or loss from continuing operations and our income tax benefit or provision varies from period to period as a result of various factors, which include changes in total pre-tax income or loss, the jurisdictions in which our income is earned, the tax laws in those jurisdictions, the impacts of tax planning activities and the resolution of tax audits. OurOn September 26, 2019, our parent company

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ceased to be a Swiss tax resident and became an Irish tax resident subject to tax under the Irish tax regime. Prior to our reorganization, our income derived from sources outside Switzerland were exempt from Swiss cantonal and communal tax and are also granted participation relief from Swiss federal tax for qualifying dividend income and capital gains related to the sale of qualifying investments in Switzerland is taxed atsubsidiaries. The participation relief should result in a ratefull exemption of 7.83%; however,participation income from Swiss federal income tax. However, our effective rate is substantially abovediffers significantly from the Irish and Swiss statutory tax rate as the majority of our operations are taxed in jurisdictions with much higher tax rates.


For the year ended December 31, 2017, we had a tax expense of $137 million on a loss before income taxes of $2.7 billion. The primary driver of the tax expense was due to profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third party transactions. In addition, the Company concluded that it needed toWe record a valuation allowance of $73 million in the fourth quarter of 2017 against certain previously benefited deferred tax assets since it cannot support that it is more likely than not that the deferred tax assets will be realized. The additional valuation allowance was partially offset by a one-time $52 million benefit as a result of the recent U.S tax reform. Our results for 2017 also include charges with no significant tax benefit principally related to asset write-downs and other charges including $928 million in long-lived asset impairments (of


which $740 million related to a 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), $540 million inventory charges including excess and obsolete, $230 million in the write-down of Venezuelan receivables and $66 million of other write-downs charges and credits, $183 million in restructuring charges and the warranty fair value adjustment of $86 million.

On December 22, 2017, the U.S. enacted into law a comprehensive tax reform bill (the “Tax Cuts and Jobs Act,” or “TCJA”). The TCJA significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries as of 2017 held in cash and illiquid assets (with the latter taxed at a lower rate), and a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a partial territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base, such as the base erosion and anti-abuse tax). The SEC has issued guidance that allow for a measurement period of up to one year after the enactment date of the legislation to finalize the recording of the related tax impacts. The Company believes that the permanent reduction in the U.S. statutory corporate tax rate to 21% from 35% can reasonably be estimated to decrease the amount of the U.S. deferred tax assets and liabilities by $249 million with a decrease to the valuation allowance of $301 million for a net tax benefit of $52 million. The TCJA is not estimated to have other impacts on the Company’s effective tax rate because of the valuation allowance against the U.S. deferred tax assets. Any potential impact is offset by un-benefitted U.S. net operating loss carryforwards. As we do not have all the necessary information to analyze all effects of this tax reform, this is a provisional amount which we believe represents a reasonable estimate of the accounting implications of this tax reform. In addition, the various impacts of the TCJA may materially differ from the estimated impacts recognized in the fourth quarter due to regulatory guidance that may be issued in the future, tax law technical corrections, refined computations, and possible changes in the Company’s interpretations, assumptions, and actions as a result of the tax legislation. We will continue to evaluate tax reform, and adjust the provisional amounts as additional information is obtained. Any adjustment to these provisional amounts will be reported in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018.

Weatherford records deferred tax assets for net operating losses and temporary differences between the book and tax basis of assets and liabilities that are expected to produce tax deductions in future periods. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those deferred tax assets would be deductible. The Company assesses the realizability of its deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available evidence (both positive and negative) when determining whether a valuation allowance is required. The Company evaluated possible sources of taxable income that may be available to realize the benefit of deferred tax assets, including projected future taxable income, the reversal of existing temporary differences, taxable income in carryback years and available tax planning strategies, and the impact of fresh start accounting in making this assessment. The realizability of the deferred tax assets is dependent upon judgments and assumptions inherent in the determination of future taxable income, including factors such as future operation conditions (particularly as related to prevailing oil prices and market demand for our products and services).


Operations in various jurisdictions continue to experience losses due to the delayed recovery in the demand for oil field services. Our expectations regarding the recovery are more measured due to continue volatility in oil prices and market contraction for our products and services. Also, the Company recorded significant long-lived asset impairments and established allowances for inventory and other assets in the fourth quarter of 2017. As a result of the continued losses, and limited objective positive evidence to overcome negative evidence, the Company concluded that it needed to record additional valuation allowance of $73 million in the fourth quarter of 2017 against certain previously benefited deferred tax assets since it cannot support that it is more likely than not that the deferred tax assets will be realized.

The CompanyWe will continue to evaluate whether valuation allowances are needed in future reporting periods. Valuation allowances will remain until the Company can determine that net deferred tax assets are more likely than not to be realized. In the event that the Company were to determine that it would be able to realize the deferred income tax assets in the future as a result of significant improvement in earnings as a result of market conditions, the Company would adjust the valuation allowance, reducing the provision for income taxes in the period of such adjustment.


In 2017,2019, the income tax provision was $137$9 million for the Successor Period and $135 million for the Predecessor Period as compared to a tax provision of $496$34 million in 20162018 and to an income tax benefit of $145$137 million in 2015,2017, respectively, which resulted in an effective tax rate of (60)%, 3%, (1)% and (5)%, (17)% and 7%, respectively.

Our 2017 effectiveincome tax rateprovision during the Successor Period of $9 million on a loss before income taxes of $15 million was primarily driven by tax expense due to profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third partythird-party transactions additional valuation allowance recorded on previously benefited deferred tax assets partially offset by the tax benefit from the U.S. tax reform. Results for the year ended December 31, 2017 also include charges with no significant tax benefit.that do not directly correlate to ordinary income or loss.



In 2016, theOur income tax provision was $496during the 2019 Predecessor Period of $135 million compared to an income tax benefit of $145 million in 2015, which resulted in an effective tax rate of (17)% and 7%, respectively. Our 2016 effective tax rate was driven by the tax valuation allowance, tax provision on lossearnings before income taxes of $3.8 billion was primarily driven by profits in certain jurisdictions, deemed profit countries and charges without a significant tax benefit. Resultswithholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss. Our results for the year ended December 31, 2016Predecessor Period also include charges with no significant tax benefit principally related to$436$32 million of long-lived asset impairments, $219 million of inventory write-downs, $140 million of settlement agreement charges, $114 million of pressure pumping related charges, $78 million of bond tender premium, and $76 million of PDVSA note receivable net adjustment, $62 million in accounts receivable reserves and write-offs, and $41 million of currency devaluation related to the Angolan kwanza and Egyptian pound. In addition, we recorded $137 million for a non-cash tax expense related to an internalthe Fresh Start Accounting impacts and $14 million of tax benefit primarily related to the goodwill and other asset impairments or write-downs. Other charges of approximately $77 million, related to restructuring expense and gain on the sale of subsidiaries.businesses, resulted in $3 million in tax expense. Prepetition charges (charges prior to Petition Date) and reorganization items (charges after Petition Date) had no significant tax impact. We also had $4.3 billion gain on Settlement of Liabilities Subject to Compromise as a result of the bankruptcy with no tax impact due to it being attributed to Bermuda, which has no income tax regime, and the U.S., which resulted in the reduction of our U.S. unbenefited net operating losses carryforward under the operative tax statute and applicable regulations offset by the release of the valuation allowance.


Our effective tax rate for these periods was also negatively impacted by the taxing regimes in certain countries and our operating structure. Several of the countries in which we operate, primarily in our Eastern Hemisphere, tax usis based on "deemed"“deemed”, rather than actual, profits. We are not currently profitable in certain of those countries, which results in us accruing and paying taxes based on a "deemed profit"“deemed profit” instead of recognizing no tax expense or potentially recognizing a tax benefit. Our operating structure results in us paying withholding taxes on intercompany and third partythird-party transactions for items such as rentals, management fees, royalties, and interest as well as on applicable third partythird-party transactions. Such net withholding taxes were $2 million in Successor Period in 2019, $41 million in Predecessor Period in 2019, $40 million in 2018 and $43 million in 2017 $88 million in 2016 and $101 million in 2015 prior to possibly receiving a tax benefit in the jurisdiction of the payee. We also incur pre-tax losses in certain jurisdictions that do not have a corporate income tax and thus we are not able to recognize an income tax benefit on those losses.


Our income tax provision in 2018 was $34 million on a loss before income taxes of $2.8 billion. Results for the year ended December 31, 2018 include losses with no significant tax benefit. The tax expense for the year ended December 31, 2018 also includes withholding taxes and deemed profit taxes that do not directly correlate to ordinary income or loss. The primary driver of the tax expense was due to profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and

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third-party transactions. Our results for 2018 also include charges with $70 million tax benefit principally related to the $1.9 billion goodwill impairment. The other asset write-downs and other charges, including $238 million in long-lived asset impairments, $126 million in restructuring charges and the warrant fair value adjustment of $70 million resulted in no significant tax benefit.

Our income tax provision in 2017 was $137 million on a loss before income taxes of $2.7 billion. The primary driver of the tax expense was due to profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions. In addition, the Company concluded that it needed to record a valuation allowance of $73 million in the fourth quarter of 2017 against certain previously benefited deferred tax assets since it cannot support that it is more likely than not that the deferred tax assets will be realized. The additional valuation allowance was partially offset by a one-time $52 million benefit as a result of the recent U.S tax reform. Our results for 2017 also include charges with no significant tax benefit principally related to asset write-downs and other charges including $928 million in long-lived asset impairments, $540 million inventory charges including excess and obsolete, $230 million in the write-down of Venezuelan receivables and $66 million of other write-downs charges and credits, $183 million in restructuring charges and the warrant fair value adjustment of $86 million.

On December 22, 2017, the U.S. enacted into law a comprehensive tax reform bill (the “Tax Cuts and Jobs Act,” or “TCJA”). The TCJA significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries as of 2017 held in cash and illiquid assets (with the latter taxed at a lower rate), and a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a partial territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base, such as the base erosion and anti-abuse tax). The permanent reduction in the U.S. statutory corporate tax rate to 21% from 35% decreased the amount of the U.S. deferred tax assets and liabilities by $249 million with a decrease to the valuation allowance of $301 million for a net tax benefit of $52 million recorded for the year ended December 31, 2017. The TCJA did not have other impacts on the Company’s effective tax rate because of the valuation allowance against the U.S. deferred tax assets. Any potential impact would be offset by un-benefitted U.S. net operating loss carryforwards. As we did not have all the necessary information to analyze all effects of this tax reform as of December 31, 2017, this was a provisional amount which we believed represented a reasonable estimate of the accounting implications of this tax reform. We finalized our accounting for this matter during 2018 and concluded that no adjustments to the provisional amounts recorded during 2017 were identified during the twelve months ended December 31, 2019 or 2018.

We are continuously under tax examination in various jurisdictions. We cannot predict the timing or outcome regarding resolution of these tax examinations or if they will have a material impact on our financial statements. WeAs of December 31, 2019, we anticipate that it is reasonably possible that the amount of uncertain tax positions may decrease by up to $12$6 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.


Restructuring, Facility Consolidation and Severance Charges


Due to the ongoing levelshighly competitive nature of explorationour business and production spending,the continuing losses we incurred over the last few years, we continue to reduce our overall cost structure and workforce to better align our business with current activity levels of explorationlevels. Our current and production. The cost reduction plan which began in 2016 and continued throughout 2017 (the “2016-17 Plan”), included ahistorical restructuring plans include workforce reductionreductions, organization restructurings, facility consolidations and other cost reduction measures initiatedand efficiency initiatives across all of our geographic regions. Prior plans, including

During the 2016 cost reduction plan (the “2016 Plan”) and 2015 cost reduction plan (the “2015 Plan”) also included a workforce reduction2019 Predecessor Period, we recognized restructuring charges of $189 million, which include severance charges of $53 million and other cost reduction measures initiated across our geographic regions. Other restructuring charges in each planof $99 million and restructuring related asset charges of $37 million.

During 2018, we recognized restructuring charges of $126 million, which include contract termination costs, relocationseverance charges of $61 million, other restructuring charges of $59 million and other associated costs.restructuring related asset charges of $6 million.


In connection with the 2016-17 Plan,During 2017, we recognized restructuring charges of $183 million, in 2017, which include severance benefitscharges of $109 million, other restructuring charges of $62 million and restructuring related asset charges of $12$12 million.

In connection with the 2016 Plan, we recognized restructuring charges of $280 million in 2016, which include severance benefits of $196 million, other restructuring charges of $44 million and restructuring related asset charges of $40 million.

The 2015 Plan commenced in the fourth quarter of 2014 and included a worldwide workforce reduction and other cost reduction measures. In connection with the 2015 Plan, we recognized restructuring charges of $232 million in 2015, which include severance benefits of $149 million, other restructuring charges of $19 million and restructuring related asset charges of$64 million.


Please see “Note 311 – Restructuring, Facility Consolidation and Severance Charges” to our Consolidated Financial Statements for additional details of our charges by segment.




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Liquidity and Capital Resources


Cash Flows


At December 31, 2017,2019, we had cash, cash equivalents and restricted cash of $800 million compared to $602 million at December 31, 2018 and $613 million at December 31, 2017. At December 31, 2019, we had available liquidity of approximately $850 million, which is calculated as cash and cash equivalents of $613 million compared to $1.0 billion at December 31, 2016 and $467 million at December 31, 2015.plus ABL facility availability. The following table summarizes cash provided by (used in) each type of business activity, for the years ended December 31, 2017, 20162019, 2018 and 2015:2017:
Successor Predecessor
Period From Period From  
12/14/19 1/1/2019 Years Ended
Year Ended December 31,through through December 31,
(Dollars in millions)2017 2016 201512/31/2019 12/13/2019 2018 2017
Net Cash Provided by (Used in) Operating Activities$(388) $(304) $715
$61
 $(747) $(242) $(388)
Net Cash Used in Investing Activities(62) (137) (659)
Net Cash Provided by Financing Activities20
 1,061
 3
Net Cash Provided by (Used in) Investing Activities(14) 149
 122
 (62)
Net Cash Provided by (Used in) Financing Activities(2) 749
 168
 20


Operating Activities


Cash provided by operating activities in the Successor Period, was $61 million. Cash used in operating activities was $747 million in the Predecessor Period compared to $242 million in 2018 and $388 million in 2017 compared to $304 million in 2016. The increased cash outflow in operating activities in 2017 compared to 2016 was primarily attributable to working capital outflows related to higher operating activities as well as increases in our cash payments for interest and litigation settlements.

2017. Cash used in operating activities was $304 million in 2016 compared to2019 and 2018 were driven by working capital needs, payments for debt interest, retention and performance bonus, severance and other restructuring and transformation costs. In 2019, cash provided byused in operating activities of $715 million in 2015. The declines inincluded payments for reorganization items and prepetition charges primarily for professional and other fees related to the Cases. In 2018, operating cash flowoutflow improvement was a result of working capital efficiencies and lower cash severance and restructuring. In 2017, operating cash outflows also included cash for litigation settlements.

Investing Activities

Cash used in 2016 compared to 2015investing activities was attributable to a decline in operating income due to$14 million during the significant decline in oil prices and drilling activity,Successor Period primarily for capital expenditures, which was partially offset by adjustments to proceeds from a prior sale of a business. Our investing activities provided cash flowof $149 million during the Predecessor Period and $122 million during 2018 and utilized cash of $62 million during 2017.

During the Successor Period, the primary use of cash from working capital.

Cash provided by operatinginvesting activities was $20 million capital expenditures for property, plant and equipment. During the 2019 Predecessor Period, the primary uses of $715cash in investing activities were (i) capital expenditures of $250 million in 2015 was primarily duefor property, plant and equipment and (ii) cash paid of $13 million to improved working capital inflows fromacquire intellectual property and other intangibles. During 2019, the collectionprimary sources of receivables and cash were (i) proceeds from the sale of inventories.business of $328 million primarily from completed dispositions of our rigs business, laboratory services and surface data logging businesses and (ii) proceeds of $84 million from the disposition of other assets. See “Note 7 – Business Combinations and Divestitures” for additional information.


Investing Activities

OurDuring 2018, the primary uses of cash in investing activities usedwere (i) capital expenditures of $217 million for property, plant and equipment and the acquisition of assets held for sale and (ii) cash paid of $62$28 million $137to acquire intellectual property and other intangibles. During 2018, the primary sources of cash were (i) cash proceeds from the sale of business of $257 million from the sale of our land drilling rigs businesses in Kuwait and $659Saudi Arabia, as well as the continuous sucker rod service business in Canada and the sale of an equity investment and (ii) cash proceeds of $106 million during 2017, 2016 and 2015, respectively. from the disposition of other assets.

On December 29, 2017, we completed the sale of our U.S. pressure pumping and pump-down perforating assets for $430 million in cash. As part of this transaction, we sold our U.S. pressure pumping and pump-down perforating related facilities and supplier and customer contracts. In addition, during 2017, we received cash proceeds of $51 million from the disposition of other assets.


The primary drivers of cash used in investing activities are capital expenditures for PP&E and the purchase of assets held for sale. Capital expenditures for the Predecessor were $250 million, $186 million and $225 million $204for 2019, 2018 and 2017, respectively. In addition, during 2018 we purchased assets totaling $31 million and $682 millionrelated to our land drilling rigs business, which were impaired at the time of purchase as our land drilling rigs were classified as held for 2017, 2016 and 2015, respectively.sale. Additionally, in 2017 we purchased

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assets held for sale of $244 million related to certain leased equipment utilized in our North America pressure pumping operations. The amount we spend for capital expenditures varies each year based on the type of contracts into whichthat we enter, our asset availability and our expectations with respect to industry activity levels in the following year. The increased capital expenditures in 2017 compared to 2016 is due to higher anticipated activity in the oil and gas industry related to greater volumes of work and increased rig count. The significant decline in capital expenditures in 2016 compared to 2015 is due to the continued price fluctuation of crude oil, continued weakness in demand and lower than expected exploration and production spending.


Investing activities in 2017 also included the purchase of held-to-maturity Angolan government bonds of $50 million, payments of $15 million to acquire intellectual property and other intangibles, and $7 million of business acquisition payments primarily related to our last installment payment for a 2015 businesspreviously completed acquisition.


InvestingFinancing Activities

Our financing activities provided cash of $749 million, $168 million and $20 million during the 2019 Predecessor Period, and years ended December 31, 2018 and 2017, respectively.

On July 3, 2019, the Weatherford Parties borrowed approximately $1.4 billion under the DIP Credit Agreement and the proceeds were used to repay certain prepetition indebtedness, cash collateralize certain obligations with respect to letters of credit and similar instruments and finance the working capital needs and general corporate purposes of the Weatherford Parties and certain of their subsidiaries. On July 3, 2019, the Company repaid all outstanding amounts due under the secured Term Loan Agreement and 364-Day Credit Agreement totaling approximately $616 million with borrowings from our DIP Credit Agreement. In addition, we cash collateralized approximately $271 million of letters of credit and similar instruments with borrowings from the DIP Credit Agreement. See “Note 13 – Short-term Borrowings and Other Debt Obligations” for additional details. The DIP Credit Agreement was repaid in 2016 also included insurancefull upon emergence from Bankruptcy on December 13, 2019.

As of the Petition Date, the Predecessor’s senior notes and exchangeable senior notes and related unpaid accrued interest totaling $7.6 billion were placed into liabilities subject to compromise during the bankruptcy period with respect to the Predecessor as shown in “Note 3 – Fresh Start Accounting”. Upon emergence from bankruptcy on December 13, 2019, the Predecessor’s senior and exchangeable senior notes were cancelled pursuant to the terms of the Plan, resulting in a gain on extinguishment of debt of $4.3 billion recognized in “Reorganization Items” on the Consolidated Statements of Operations.

On December 13, 2019, the Effective Date we issued unsecured 11.00% Exit Notes due in 2024 for an aggregate principal amount of $2.1 billion (of which $500 million was in the form of Exit Takeback Notes to existing creditors on the senior notes being cancelled). Interest on the Exit Notes will accrue at the rate of 11.00% per annum and will be payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2020.

In the 2019 Predecessor Period, we had net short-term repayments of $347 million primarily from our borrowings and repayments of the DIP Credit Agreement and our Predecessor Revolving Credit Agreements, including the repayment of our 364-Day Credit Agreement. Our long-term debt repayments of $318 million on our Term Loan Agreement and financed leases.

In February of 2018, we issued $600 million of our 9.875% senior notes due 2025 for net proceeds of $39$586 million. We used part of the proceeds from our debt offering to repay in full our 6.00% senior notes due March 2018 and to fund a concurrent tender offer to purchase all of our 9.625% senior notes due 2019.

Net long- and short-term debt repayments, including the tender offer and borrowings under our revolving credit facilities, in 2018 totaled $378 million. We settled the tender offer for $475 million, fromretiring an aggregate face value of $425 million and accrued interest of $20 million. In April 2018, we repaid the casualtyremaining principal outstanding on an early redemption of the bond. We recognized a cumulative loss of a rig in Kuwait, proceeds of $49 million from the disposition of assets and $30$34 million on these transactions in “Bond Tender and Call Premium” on the promissory note from the prior saleaccompanying Consolidated Statements of our equity investment in Borets International Limited. These proceedsOperations. The debt repayments and bond tender premium payments were partially offset by net borrowings primarily under our revolving credit facilities of $158 million. Other financing activities in 2018 primarily included the costs incurred for the amended Credit Agreements and payments of $36 million for working capital adjustment payments related to the sale of our businesses and $15 million in payments related to acquisition of businesses and intangibles. See “Note 2 – Business Combinations and Divestitures” for additional information.non-controlling interest dividends.

Investing activities in 2015 also included proceeds of $37 million from the disposition of assets, payments of $22 million to acquire businesses, intellectual property and other investing activity proceeds of $8 million.



Financing Activities


During 2017, we received net proceeds of approximately $250 million from the June 2017 issuance of our 9.875% senior notes due in 2024. Long-term debt repayments in 2017 were $69 million. Net short-term debt borrowings wererepayments of $128 million in 2017 were primarily for working capital, partially offset byincluded the repayment of our 6.35% senior notes with a principal balance of $88 million.

During 2016, we received total cash proceeds of $1.1 billion from the issuance of 200 million ordinary shares of the Company. Our Other financing activities also consistedin 2017 related primarily to payments of the borrowing and repayment of short-term and long-term debt. During 2016, through a series of offerings and transactions, we received proceeds, net of underwriting fees, of $3.7 billion from the issuance of our $1.265 billion 5.875% exchangeable senior notes, $750 million 7.75% senior notes, $750 million 8.25% senior notes, $540 million 9.875% senior notes and $500 million secured term loan.

We used the proceeds of certain debt offerings to fund tender offers to buy back our 6.35% senior notes, 6.00% senior notes, 9.625% senior notes and 5.125% senior notes with a principal balance of $1.9 billion and used the remaining proceeds to repay our revolving credit facility, term loan and for general corporate purposes. We recognized a cumulative loss of $78 million on the tender offers buyback transaction. Financing activities during 2016 also included the payment of $87 million related to the purchase of previously leased rig equipment.non-controlling interest dividends. See “Note 1213 – Short-term Borrowings and Other Debt Obligations” and “Note 1314 – Long-term Debt” for additional details of our financing activities.

Our 2015 financing activities primarily consisted of the borrowing and repayment of short-term and long-term debt. Our short-term borrowings, net of repayments, were $505 million and total net long-term repayments were $470 million. In 2015, through a series of open market transactions, we repurchased certain of our senior notes with a total book value of $527 million. We recognized a cumulative gain of $84 million on these transactions in “Other Income (Expense), Net” on the accompanying Consolidated Statements of Operations. Our other financing activities in 2015 included dividends paid to noncontrolling partners in consolidated joint ventures of $49 million and proceeds from the exercise of stock options issued to our employees and directors of $26 million.



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Sources of Liquidity


Our sources of available liquidity have included cash and cash equivalent balances, accounts receivable factoring, borrowings under credit agreements and cash from dispositions. As discussed in “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and earlier in “Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations”, we believed we would not have sufficient liquidity to satisfy our debt service obligations and meet other financial obligations as they came due and as a result, the Weatherford Parties filed petitions for reorganization under Chapter 11 of the Bankruptcy Code. During the pendency of the Cases, the DIP Credit Agreement borrowings provided sufficient liquidity for the Company. Upon emergence, all outstanding obligations under our unsecured senior and exchangeable notes were cancelled and the applicable agreements governing such obligations were terminated; and our new exit financing included a $2.1 billion aggregate principal amount of unsecured 11.00% Exit Notes, a senior secured asset-based revolving credit agreement in an aggregate amount of $450 million (the “ABL Credit Agreement) and a senior secured letter of credit agreement in an aggregate amount of $195 million (the “LC Credit Agreement”) for issuance of bid and performance letters of credit. The exit financing repaid the outstanding DIP and A&R Credit Agreements and provide the necessary liquidity to conduct ongoing operations, including the credit lines for letters of credits and working capital needs. At December 31, 2019, we had available liquidity in excess of $850 million, which is calculated as cash and cash equivalents plus ABL facility availability.

The energy industry faces growing negative sentiment in the market on the ability to access appropriate amounts of capital and under suitable terms. While we have confidence in the level of support from our lenders, this negative sentiment in the energy industry has not only impacted our customers in North America, it is also affecting the availability and the pricing for most credit lines extended to participants in this industry.

Our sources of available liquidity going forward include cash and cash equivalent balances, cash generated by our operations, accounts receivable factoring, dispositions, and availability under committed lines of credit. We also historically have accessed banks for short-term loans from uncommitted borrowing arrangements and have accessed the capital markets with debt and equity offerings. From time to time we may and have entered into transactions to dispose of businesses or capital assets that no longer fit our long-term strategy.


RevolvingExit Senior Note, ABL Credit FacilityAgreement and Secured Term LoanLC Credit Agreement


We haveOn December 13, 2019, the date of bankruptcy emergence, or the effective date pursuant to the terms of the Plan, we issued unsecured 11.00% Exit Notes due in 2024 for an aggregate principal amount of $2.1 billion (of which $500 million was in the form of a Exit Takeback Notes to existing creditors on the senior notes being cancelled). Interest on the Exit Notes will accrue at the rate of 11.00% per annum and will be payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2020.

On December 13, 2019, the Company entered into a senior secured asset-based revolving credit facilityagreement in an aggregate amount of $450 million (the “Revolving“ABL Credit Agreement”Agreement) maturing in July of 2019 and a secured term loan agreement (the “Term Loan Agreement” and collectively with the Revolvinglenders party thereto and Wells Fargo Bank, N.A. as administrative agent. Among other things, proceeds of loans under the ABL Credit Agreement may be used to refinance certain existing indebtedness in connection with the Cases, pay fees and expenses associated with the ABL Credit Agreement and finance ongoing working capital and general corporate needs of the Company and certain of its subsidiaries. The maturity date of loans made under the ABL Credit Agreement is June 13, 2024. At December 31, 2019, the Company had no borrowings under the ABL Credit Agreement. At December 31, 2019, excluding the letters of credit outstanding, availability under the ABL Credit Agreement was in excess of $235 million.

On December 13, 2019, the Company entered into a senior secured letter of credit credit agreement in an aggregate amount of $195 million (the “LC Credit Agreement”, together with the ABL Credit Agreement, the “Credit“Exit Credit Agreements”) maturing in July of 2020. Our Credit Agreements contain customary events of default, including our failure to comply with the financial covenants. lenders party thereto and Deutsche Bank Trust Company Americas as administrative agent. The LC Credit Agreement will be used for the issuance of bid and performance letters of credit of the Company and certain of its subsidiaries. The maturity date under the LC Credit Agreement is June 13, 2024. The outstanding amount of each letter of credit under the LC Credit Agreement will bear interest at LIBOR plus an applicable margin of 350 basis points per annum. The LC Credit Agreement includes (i) a 12.5 basis point per annum fronting fee on the outstanding amount of each such letter of credit and (ii) an unused commitment fee in respect of the unutilized commitments at a rate of 50 basis point per annum on the average daily unused commitments under the LC Credit Agreement. Upon the Effective Date, the Company had approximately $65.8 million in outstanding letters of credit under the LC Credit Agreement.
The LC Credit Agreement has a minimum liquidity covenant of $200 million and is secured by substantially all the personal assets and properties of the Company and certain of its subsidiaries (including a first lien on the priority collateral for the LC Credit

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Agreement and a second lien on the priority collateral for the ABL Credit Agreement, in each case, subject to permitted liens). The LC Credit Agreement is also guaranteed on an unsecured basis by certain other subsidiaries of the Company.

As of December 31, 2017,2019, we were in compliance with ourthese financial covenants as defined in the Credit Agreements as well as under our indentures. Based on our current financial projections, we believe we will continue to remain in compliance with our covenants.



At December 31, 2017, we had total commitments under the Revolving Credit Agreement of $1.0 billion and borrowings of $375 million under the Term Loan Agreement. At December 31, 2017, we had $890 million available under the Credit Agreements and the following table summarizes our borrowing availability under these agreements:
(Dollars in millions)December 31, 2017
Facilities$1,375
Less Uses of Facilities: 
Letters of Credit110
  Secured Term Loan Principal Borrowing375
Borrowing Availability$890

In January 2018, our total commitments under the Revolving Credit Agreement was reduced from $1.0 billion to $900 million after the sale of our U.S. pressure pumping and pump-down perforating assets in accordance with the terms of the Credit Agreement.

Our Credit Agreements require that we maintain the following financial covenants, with terms as defined in the Credit Agreements:

1)Leverage ratio of no greater than 2.5 to 1, which measures our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities to the trailing four quarters consolidated adjusted earnings before interest, taxes, depreciation, amortization and other specified charges (“Adjusted EBITDA”);
2)Leverage and letters of credit ratio of no greater than 3.5 to 1, which is calculated as our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities and all letters of credit to the trailing four quarters Adjusted EBITDA; and
3)Asset coverage ratio of at least 4.0 to 1, which is calculated as our asset value to indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities.

Our Credit Agreements contain financial covenants, as defined in the agreements, and customary events of default, including our failure to comply with the financial covenants. As of December 31, 2017, we were in compliance with our financial covenants as defined in theExit Credit Agreements and in the covenants under our indentures. We also expect to remain in compliance with all of our covenants throughout 2018.in 2020. Should circumstances arise where we are not in compliance with our covenants during any quarterly reporting period, we may have to seek a waiver from our lenders or take measures to reduce indebtedness under the Credit Agreements to a level that would comply with the covenants. These measures include, among other things, issuing equity, but the proceeds we may be able to generate are limited by the current trading price for our stock and the limited number of shares we have authorized to issue under our governing documents. Furthermore, if we seek a waiver, we may not be able to obtain a waiver from the required lenders.


Predecessor DIP Credit Agreement, Revolving Credit Agreements and Term Loan Agreement

The DIP Credit Agreement was comprised of the DIP Term Loan and the DIP Revolving Credit Facility. On July 3, 2019, the Weatherford Parties borrowed approximately $1.4 billion under the DIP Credit Agreement and the proceeds were used to repay certain prepetition indebtedness, cash collateralize certain obligations with respect to letters of credit and similar instruments and financed the working capital needs and general corporate purposes of the Weatherford Parties and certain of their subsidiaries. On July 3, 2019, the Company repaid all outstanding amounts due under the secured Term Loan Agreement and 364-Day Credit Agreement totaling approximately $616 million with borrowings from our DIP Credit Agreement, leaving only the A&R Credit Agreement with total borrowings of $305 million outstanding at September 30, 2019 to be repaid in full upon emergence from Bankruptcy on the Effective Date under the terms of the RSA. In addition, we cash collateralized approximately $271 million of letters of credit and similar instruments with borrowings from the DIP Credit Agreement. See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” for additional details regarding interest rates and terms of the DIP Credit Agreement.

The Term Loan Agreement required a quarterly payment of $12.5 million plus interest that became due on June 30, 2019. On July 1, 2019, the Weatherford Parties and the Term Loan Lenders entered into a Term Loan Forbearance Agreement where the lenders agreed to forbear from exercising their rights and remedies available to them, including the right to accelerate any indebtedness, for a specified period of time. As mentioned above, on July 3, 2019, the Company repaid in full its outstanding indebtedness under the Term Loan.

The filing of the Cases on July 1, 2019, constituted an event of default that accelerated the Company’s obligations under our credit agreements previously mentioned in “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings”, however forbearance agreements were obtained for each agreement and efforts to enforce payments under these credit agreements were automatically stayed as a result of the Cases. See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” for additional details regarding the Plan and Transaction.

Other Short-Term Borrowings and Other Debt Activity


We have short-term borrowings with various domestic and international institutions pursuant to uncommitted credit facilities. At December 31, 2017,2019, we had $11$3 million in short-term borrowings under these arrangements. In 2016, we repaid $180 million borrowed under a credit agreement that matured inAt December 31, 2019, the first halfcurrent portion of 2016.long-term debt was primarily related to our finance leases.


Ratings Services’ Credit Ratings


Our Standard & Poor’sOn December 16, 2019, after emergence from Chapter 11, S&P Global Ratings assigned us an issuer credit rating of B- from D, with a negative outlook. S&P assigned a B- for our newly issued Exit Notes and a B+ for both our $450 million ABL revolving credit facility and $195 million letter of credit facility. Moody’s Investors Service withdrew our credit ratings following the filing of the Plan in Bankruptcy Court in the third quarter of 2019 and resumed rating services after emergence. Upon emergence, Moody’s assigned us an issuer credit rating of B1, with a stable outlook. Moody’s assigned a B2 for our newly issued Exit Notes and a Ba2 for both our $450 million ABL revolving credit facility and $195 million letter of credit facility.

As of December 31, 2018, S&P Global Ratings maintained a CCC- rating on our senior unsecured notes, is B-, with a negative outlook. Ouroutlook and our issuer credit rating was CCC. Moody’s Investors ServicesService maintained a Caa3 credit rating on our senior unsecured notes, is currently Caa1 and our short-term rating is SGL-3, both with a negative outlook. We continue


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While we expect to have access and expect we will continue to have access to most credit markets.markets, our non-investment grade status may limit our ability to refinance our existing debt, which could cause us to refinance or issue debt with less favorable and more restrictive terms and conditions, and could increase certain fees and interest of our borrowings. Suppliers and financial institutions may lower or eliminate the level of credit provided through payment or intraday funding when dealing with us thereby increasing the need for higher levels of cash on hand, which could decrease our ability to repay debt balances, negatively affect our cash flow and impact our access to the inventory and services needed to operate our business.

Cash Requirements
During 2018, weWe anticipate our cash requirements will continue to include payments for capital expenditures, repayment of debt,financed leases, interest payments primarily from on our outstanding debt, severance paymentssenior note and Exit Credit Agreements, payments for short-term working capital needs.needs and costs associated with our revenue and cost improvement efforts under our restructuring plans, including severance and professional consulting payments. Our cash requirements may also include opportunistic debt repurchases, business acquisitions, employee retention programs and awards under our employee incentive programs and other amounts to settle litigation related matters described in “Item 1A. – Risk Factors” and “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 21 – Disputes, Litigation and Contingencies.”matters. We anticipate funding these requirements from cash and cash equivalent balances, cash generated by our operations, availability under our credit facilities,Exit Credit Agreements, accounts receivable factoring and proceeds from disposals of businesses or capital assets. We anticipate that cash generated from operations will be augmented by working capital improvements, increased activity and improved margins. We also historically have accessed banks for short-term


loans from uncommitted borrowing arrangements and have accessed the capital markets with debt and equity offerings. From time to time we may and have entered into transactions to dispose of businesses or capital assets that no longer fit our long-term strategy.


Capital expendituresIn light of the challenging outlook, our capital spending for 2018 are2020 is projected to be approximately $200 million to $250 million, excluding expenditures for our land drilling rigs business, compared to capital expenditures of $225 million in 2017 (excluding the purchase of certain leased equipment utilized in our North America pressure pumping operations for a total amount of $244 million in 2017) due to anticipated activity in the oil and gas business related to stabilizing active rig counts. The amounts we ultimately spend will depend on a number of factors including the type of contracts we enter into, asset availability and our expectations with respect to industry activity levels in 2018.between $100 - $150 million. Expenditures are expected to be used primarily to supportingsupport the ongoing activities of our core businesses and ourbusiness. If we are unable to generate positive cash flows or access other sources of liquidity aredescribed in the previous paragraph, we may need to reduce or eliminate our anticipated to be sufficient to meet our needs.capital expenditures in 2020.


Cash and cash equivalents and restricted cash of $599$799 million at December 31, 2017,2019, are held by subsidiaries outside of Switzerland,Ireland, the Company’s taxing jurisdiction. Based on the nature of our structure, we are generally able to redeploy cash with no incremental tax. However, in 2016 we recorded tax expense of $137 million for a non-cash tax expense related to an internal restructuring of subsidiaries and $265 million of expense in 2015 for a non-cash tax expense on distribution of subsidiary earnings.


As of December 31, 2017, $992019, $8 million of our cash and cash equivalents balance was denominated in Angolan kwanza. The National Bank of Angola supervises all kwanza exchange operations and has limited U.S. Dollardollar conversions. In January 2018, the Angolan National Bank announced a new currency exchange regimepolicy and the Angolan kwanza subsequently devalued approximately 19%.devalued. As a result, we anticipate recognizingrecognized currency devaluation charges of $49 million in 2018, primarily for the first quarter of 2018.Angolan kwanza. Sustained Angolan exchange limitations may furthercontinue and has limited our ability to repatriate earnings and exposes us to additional exchange rate risk.


Accounts Receivable Factoring and Other Receivables


From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions. During the Successor Period, we sold accounts receivable of $7 million, recognized an insignificant loss and received cash proceeds of $7 million. In the 2019 Predecessor Period, we sold accounts receivable of $199 million, recognized a loss of $1 million and received cash proceeds of $186 million. For the full year 2019, we sold a total combined amount of accounts receivable of $206 million, recognized a loss of $1 million and received cash proceeds totaling $193 million on these sales. In 2018, we sold accounts receivables of $382 million, recognized a loss of $2 million and received cash proceeds totaling $373 million on these sales. In 2017, we sold accounts receivablereceivables of $227 million, recognized a loss of $1 million and received cash proceeds totaling $223 million on these sales. In 2016, we sold accounts receivables of $156 million, recognized a loss of $0.7 million and received cash proceeds totaling $154 million on these sales. In 2015, we sold accounts receivables of $78 million, recognized a loss of $0.2 million and received cash proceeds totaling $77 million on these sales. Our factoring transactions were recognized as sales, and the proceeds are included as operating cash flows in our Consolidated Statements of Cash Flows.


In the first quarter of 2017, Weatherfordwe converted trade receivables of $65 million into a note from thea customer with a face value of $65 million. The note had a three yearthree-year term at a 4.625% stated interest rate. We reported the note as a trading security within “Other Current Assets” at fair value on the Condensed Consolidated Balance Sheets at its fair value of $58 million on March 31, 2017. The note fair value was considered a Level 2 valuation and was estimated using secondary market data for similar bonds. During the second quarter of 2017, we sold the note for $59 million.

During the second quarter of 2016, we accepted a note with a face value of $120 million from PDVSA in exchange for $120 million in net trade receivables. The note had a three year term at a 6.5% stated interest rate. We carried the note at lower of cost or fair value and recognized a loss in the second quarter of 2016 of $84 million to adjust the note to fair value. In the fourth quarter of 2016, we sold the economic rights in the note receivable for $44 million and recognized a gain of $8 million.




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Contractual Obligations


The following summarizes our contractual obligations and contingent commitments by period. The obligations we pay in future periods may vary due to certain assumptions including the duration of our obligations and anticipated actions by third parties.
Payments Due by PeriodPayments Due by Period
(Dollars in millions)2018 2019 and 2020 2021 and 2022 Thereafter Total20202021202220232024ThereafterTotal
Short-term Debt$11
 $
 $
 $
 $11
$3
$
$
$
$
$
$3
Long-term Debt (a)
137
 1,192
 2,676
 3,840
 7,845
12
11
11
11
2,111
25
2,181
Interest on Long-term Debt564
 1,019
 755
 2,724
 5,062
231
231
231
231
231

1,155
Noncancellable Operating Leases176
 181
 84
 192
 633
Operating Leases101
80
54
30
24
149
438
Purchase Obligations166
 
 
 
 166
311
8
6



325
$1,054
 $2,392
 $3,515
 $6,756
 $13,717
$658
$330
$302
$272
$2,366
$174
$4,102
(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.


Due to the uncertainty with respect to the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, to the respective taxing authorities. Therefore, $239$290 million in uncertain tax positions, including interest and penalties, have been excluded from the contractual obligations table above.


We have defined benefit pension and other post-retirement benefit plans covering certain of our U.S. and international employees. During 2017,2019, we made contributions and paid direct benefits of approximately $23$5 million in connection with those plans and we anticipate funding approximately $5 million during 2018.2020. Our projected benefit obligations for our defined benefit pension and other post-retirement benefit plans were $198 million as of December 31, 2017.2019.


Derivative Instruments


Warrant - Predecessor


During the fourth quarter of 2016, in conjunction with the issuance of 84.5 million ordinary shares, we issued a warrant that gives the holder the option to acquire an additional 84.5 million ordinary shares. The exercise price on the warrant iswas $6.43 per share and iswas exercisable any time prior to May 21, 2019. The option period lapsed and the warrants expired unexercised with a fair value of zero. The warrant iswas classified as a liability and carried at fair value withon the Consolidated Balance Sheets and changes in itsthe fair value were reported through earnings. The fair value of the warrant was nil at December 31, 2018. The change in fair value of the warrant during 2018 was primarily driven by eliminating the warrant share value associated with any future equity issuance and a decrease in Weatherford’s stock price. See “Note 16 – Derivative Instruments” for information related to the warrant.

The warrant fair value was a Level 2 valuation and is estimated using the Black Scholes valuation model. Inputs to the model include Weatherford’s share price, volatility of our share price, and the risk-free interest rate. The fair value of the warrant was nil at December 31, 2018. We recognized an insignificant gain in May 2019 related to the warrant expiration. We recognized a gain of $70 million and $156 million on December 31, 2017 and 2016, respectively, generating an unrealized gain of $86 million in 2017.2018 and 2017, respectively, with changes in fair value of the warrants recorded each period in “Warrant Fair Value Adjustment” on the accompanying Condensed Consolidated Statements of Operations. The change in fair value of the warrant during 2018 was primarily driven by eliminating the warrant share value associated with any future equity issuance and a decrease in the Predecessor’s stock price. The change in fair value of the warrant during 2017 was principally due to a decrease in Weatherford’sthe Predecessor’s stock price. The warrant valuation would be negatively affected due to an increase in the likelihood of a future stock issuance. If exercised, we expect to receive an additional $543 million in cash proceeds. See “Note 15 – Derivative Instruments” for information related to the warrant.


Fair Value Hedges


We may use interest rate swaps to help mitigate exposures related to changes in the fair values of fixed-rate debt. As of December 31, 2017 and 2016, we had net unamortized premiums on fixed-rate debt of $4 million and $7 million, respectively, associated with fair value hedge terminations. These premiums are being amortized over the remaining term of the originally hedged debt as a reduction to interest expense included in “Interest Expense, Net” on the accompanying Consolidated Statements of Operations. See “Note 1516 – Derivative Instruments” to our Consolidated Financial Statements for additional details.



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Cash Flow Hedges


We may use interest rate swaps to mitigate our exposure to variability in forecasted cash flows due to changes in interest rates. In 2008, we entered into interest rate derivative instruments to hedge projected exposures to interest rates in anticipation of a debt offering. These hedges were terminated at the time of the issuance of the debt, and the associated loss is being amortized from Accumulated Other Comprehensive LossIncome (Loss) to interest expense over the remaining term of the debt. As of December 31, 20172019 and 2016,2018, we had net unamortized losses of $9zero and $8 million, in both years,respectively, associated with our cash flow hedge terminations. As of December 31, 2017,2019, we did not have any cash flow hedges designated.




Other Derivative Instruments


We enter into contracts to hedge our exposure to currency fluctuations in various foreign currencies. At December 31, 20172019 and 2016,2018, we had outstanding foreign currency forward contracts with notional amounts aggregating $767to $389 million and $1.6 billion,$435 million, respectively. The notional amounts of our foreign currency forward contracts do not generally represent amounts exchanged by the parties and thus are not a measure of the cash requirements related to these contracts or of any possible loss exposure. The amounts actually exchanged at maturity are calculated by reference to the notional amounts and by other terms of the derivative contracts, such as exchange rates. See “Note 1516 – Derivative Instruments” for additional information.


Our foreign currency derivatives are not designated as hedges under ASC 815, and the changes in fair value of the contracts are recorded in each period in “OtherOther Income (Expense), Net”Net on the accompanying Consolidated Statements of Operations. See “Note 1516 – Derivative Instruments” for additional information.


Off-Balance Sheet Arrangements


Guarantees


Weatherford International plc, a public limited company organized under the laws of Ireland, and as the ultimate parent of the Weatherford group, guarantees the obligations of ourits subsidiaries Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), and Weatherford International, LLC, a Delaware limited liability company (“Weatherford Delaware”), including the notes and credit facilities listed below.


The 6.80% senior notesOn December 13, 2019, the date of bankruptcy emergence, or the effective date pursuant to the terms of the Plan, we issued unsecured 11.00% Exit Notes due December 1, 2024 of Weatherford Delaware were guaranteed by Weatherford Bermuda at December 31, 2017 and 2016. At December 31, 2016, Weatherford Bermuda also guaranteed the 6.35% senior notes of Weatherford Delaware.
The following obligations of Weatherford Bermuda were guaranteed by Weatherford Delaware atfor an aggregate principal amount of $2.1 billion.

Upon emergence from bankruptcy on December 31, 201713, 2019, the Predecessor’s senior and 2016: (1) Revolving Credit Agreement, (2) Term Loan Agreement, (3) 6.50% senior notes, (4) 6.00% senior notes, (5) 7.00% senior notes, (6) 9.625% senior notes, (7) 9.875% senior notes due 2039, (8) 5.125% senior notes, (9) 6.75% senior notes, (10) 4.50%exchangeable senior notes, and (11) 5.95% senior notes (12) 5.875% exchangeable senior notes, (13) 7.75% senior notes, (14) 8.25% senior notesguarantees under these instruments, were cancelled pursuant to the terms of the Plan. In addition, we repaid in full the Predecessor’s A&R Credit Agreement and (15) 9.875% senior notes due 2024.Term Loan pursuant to the terms of the plan. See “Note 3 – Fresh Start Accounting and Note 14 – Long-term Debt” for additional details related to our financial restructuring.
Certain of these guarantee arrangements require us to present condensed consolidating financial information. See guarantor financial information presented in “Note 24 – Consolidating Financial Statements.”


Letters of Credit and Performance and Bid Bonds


We use letters of credit and performance and bid bonds in the normal course of our business. As of December 31, 2017,2019, we had $485$399 million of letters of credit and performance and bid bonds outstanding, consisting of $375$141 million of letters of credit under the ABL Credit Agreement, $105 million of letters of credit under the LC Credit Agreement and $153 million of letters of credit under various uncommitted facilities and $110facilities. At December 31, 2019, we had cash collateral of $152 million ofsupporting letters of credit under the Revolving Credit Agreement. At December 31, 2017, we haveour various uncommitted facilities. The cash collateralized $82 million of our letters of credit, which is included in “Cash and Cash Equivalents”“Restricted Cash” in the accompanying Consolidated Balance Sheets. We also have $15 million ofIn Latin America we utilize surety bonds primarily performance bonds, issued by financial sureties against an indemnification from us.as part of our customary business practice. These obligations could be called by the beneficiaries should we breach certain contractual or performance obligations. If the beneficiaries were to call the letters of credit under our committed facilities, our available liquidity would be reduced by the amount called.called and it could have an adverse impact on our business, operations and financial condition.



Table of ContentsCritical Accounting Policies and Estimates

Critical Accounting Policies and Estimates


Our discussion and analysis of our financial condition and results of operation is based upon our Consolidated Financial Statements. We prepare these financial statements in conformity with U.S. GAAP. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. On an on-going basis, we evaluate our estimates; however, actual results may differ from these estimates under different assumptions or conditions. The accounting policies we believe require management’s most difficult, subjective or complex judgments and are the most critical to our reporting of results of operations and financial position are as follows:



Fresh Start Accounting
our assets and liabilities at fair value. Our emergence from bankruptcy and the adoption of Fresh Start Accounting resulted in a new reporting entity, referred to herein as the “Successor,” for financial reporting purposes.  To facilitate discussion and analysis of our financial condition and results of operations herein, we refer to the reorganized Weatherford Parties as the Successor for periods subsequent to December 13, 2019 and as the “Predecessor” for periods on or prior to December 13, 2019.  As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Plan, our consolidated financial statements subsequent to December 13, 2019 are not comparable to our consolidated financial statements on or prior to December 13, 2019, and as such, “black-line” financial statements are presented to distinguish between the Predecessor and Successor Periods.


Business CombinationsAllocation of Reorganization Value under Fresh Start Accounting

We allocated the reorganization value under Fresh Start Accounting to the Company’s identifiable tangible and intangible assets and liabilities based on estimated fair values. The excess of the reorganization value over the amount allocated to the assets and liabilities was recorded as goodwill. We used all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets and widely accepted valuation techniques such as discounted cash flows. We engaged third-party appraisal firms to assist in fair value determination of PP&E, inventories, leases, identifiable intangible assets and any other significant assets or liabilities when appropriate. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations.

Goodwill


GoodwillSuccessor goodwill represents the excess of reorganization value over the fair value of our identifiable tangible and intangible assets and liabilities as of December 13, 2019 and was allocated to our Middle East/North Africa and Russia reporting units.

Predecessor goodwill represented the excess of consideration paid over the fair value of net tangible and identifiable intangible assets acquired and liabilities assumed in a business combination. Goodwill isPredecessor goodwill was allocated to Weatherford’s reporting units when initially acquired. Reporting units are operating segments or one level below the operating segment level. We revised our reporting units during the fourth quarter of 2017 in conjunction with an organization change and as of October 1, 2017, we performed a quantitative assessment under the revised reporting unit structure. Our Predecessor reporting units are based on our regions and include North America, Latin America, Europe and Sub-Sahara Africa, Russia/China, Middle East/North Africa, and Asia.


Goodwill is not amortized but is evaluated for impairment. We perform an impairment test for goodwill annually as of October 1 or more frequently if indicators of potential impairment exist that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. We have the option to assess qualitative factors to determine if it is necessary to perform the quantitative goodwill impairment test. If it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we must perform the quantitative goodwill impairment test. We also have the unconditional option to bypass the qualitative assessment at any time and perform the quantitative step. The quantitative step of the goodwill impairment test involves a comparison of the fair value of each of our reporting units with their carrying values.

If we perform An impairment reflects the quantitative step,overall decline in the fair value of the reporting unit. For Successor goodwill, based on our goodwill impairment assessment performed as of December 31, 2019, no goodwill impairments were deemed necessary. We recognized goodwill impairment of $730 million in the Predecessor Period and $1.9 billion in the period ending December 31, 2018. Our cumulative impairment loss for goodwill was $3.4 billion at December 13, 2019.

The impairments recognized in 2019 and 2018 were a result of lower activity levels and lower exploration and production capital spending that resulted in a decline in drilling activity and impacted our forecasted growth in all our reporting units. Our

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lower than expected and forecasted financial results were due to the continued weakness within the energy market and consequently our inability to achieve revenue and profit improvements. When we conducted our impairment evaluation, we considered macroeconomic and industry conditions, including the outlook for exploration and production spending by our customers and overall financial performance of each of our reporting units. We also considered whether there were any changes in our long-term forecasts, which are impacted by assumptions about the future commodity pricing and supply and demand for our goods and services.

For the quantitative assessment in the Predecessor Periods, the fair values of our reporting units iswere determined using a combination of the income approach and the market approach.approach and then we applied an appropriate weighting of the values from each method. The income approach estimates fair value by discounting eachthe reporting unit’s estimated future cash flows. The income approach requires us to make certain estimates and judgments. To arrive at our future cash flows, we use estimates of economic and market information, including growth rates in revenues and costs, working capital and capital expenditure requirements, and operating margins and tax rates. Several of the assumptions used in our discounted cash flow analysis arewere based upon our annuala financial forecast. Our annual planningThis process takes into consideration many factors including historical results and operating performance, related industry trends, pricing strategies, customer analysis, operational issues, competitor analysis, and marketplace data, among others. Assumptions arewere also made for periods beyond the financial forecast period. The discount rate used in the income approach iswas determined using a weighted average cost of capital and reflectsreflected the risks and uncertainties in theour cash flow estimates. The weighted average cost of capital includes a cost of debt and equity. The cost of equity iswas estimated using the capital asset pricing model, which includesincluded inputs for a long-term risk-free rate, equity risk premium, country risk premium, and an asset beta appropriate for the assets in the reporting unit. The discount rates for our reporting units ranged from 10.25% to 13.0% as of our October 1, 2017 annual impairment test. The market approach estimates fair value as a multiple of each reporting unit’s actual and forecasted earnings based on market multiples of comparable publicly traded companies.

We usedengaged an independent valuation specialist for our annual impairment tests to assist us in our valuations under both valuation methods. The final estimate of each reporting unit’s fair value is determined by using an appropriate weighting of the values from each method, where the income method was weighted heavier than the market method as we believe that the income method and assumptions therein are more reflective of a market participant’s view of fair value given current market conditions.

The fair values estimated using the income approach and the market approach cannot be directly compared to our market capitalization due to several factors, most importantly the premium that would be paid by a market participant to acquire a controlling interest in Weatherford, which is not reflected in the price of our publicly traded stock. The sum of the fair values of Weatherford’s reporting units’ implied a control premium of approximately 23% as of our October 1, 2017 testing date which is within the range of observable control premiums in market transactions.

The fair values of our reporting units that have goodwill were in excess of their carrying value as of our October 1, 2017 annual impairment test. If the carrying value of a reporting unit’s goodwill were to exceed its fair value, goodwill impairment is recognized as the difference to the extent of the goodwill balance.

Our estimates of fair value are sensitive to the aforementioned inputs to the valuation approaches. If any one of the above inputs changes, it could reduce the estimated fair value of the affected reporting unit and result in an impairment charge to goodwill. Some of the inputs, such as forecasts of revenue and earnings growth, are subject to change given their uncertainty. Other inputs, such as the discount rate used in the income approach and the valuation multiple used in the market approach, are subject to change as they are outside of our control. In the event that discount rates increased by more than 50 basis points for each of our reporting units with goodwill as of October 1, 2017, all else being equal, the resulting fair value would still exceed the reporting unit’s carrying value.

Based on the results of our impairment tests, we did not recognize a goodwill impairment charge in 2017, 2016 or 2015.




For further analysis and discussion of goodwill refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 910Goodwill”Goodwill and Intangible Assets” of this Form 10-K.


Long-Lived Assets
 
Long-lived assets, which include PP&E and definite-lived intangibles, comprise a significant amount of our assets. We must make estimates about the expected useful lives of the assets. The value of the long-lived assets is then amortized over its expected useful life. A change in the estimated useful lives of our long-lived assets would have an impact on our results of operations. We estimate the useful lives of our long-lived asset groups as follows:
 Estimated Useful Lives
Buildings and Leasehold Improvements
10 – 40 years or lease term
Rental and Service Equipment2 – 2015 years (3 – 10 years for assets added after emergence)
Machinery and Other2 – 12 years
Intangible Assets2 – 20 years


In estimating the useful lives of our property, plant and equipment, we rely primarily on our actual experience with the same or similar assets. The useful lives of our intangible assets are determined by the years over which we expect the assets to generate a benefit based on legal, contractual or regulatory terms.
 
Long-lived assets to be held and used by us are reviewed to determine whether any events or changes in circumstances indicate that we may not be able to recover the carrying amount of the asset. Factors that might indicate a long-lived asset may not be recoverable may include, but are not limited to, significant decreases in the market value of the long-lived asset, a significant change in the long-lived asset’s physical condition, the introduction of competing technologies, legal challenges, a reduction in the utilization rate of the assets, a change in industry conditions, or a reduction in cash flows driven by pricing pressure as a result of oversupply associated with the use of the long-lived asset. If these or other factors exist that indicate the carrying amount of the asset may not be recoverable, we determine whether an impairment has occurred through the use of an undiscounted cash flow analysis. The undiscounted cash flow analysis consists of estimating the future cash flows that are directly associated with, and are expected to arise from, the use and eventual disposition of the asset over its remaining useful life. These cash flows are inherently subjective and require estimates based upon historical experience and future expectations. If the undiscounted cash flows do not exceed the carrying value of the long-lived asset, the asset is not recoverable and impairment is recognized to the extent the carrying amount exceeds the estimated fair value of the asset. The fair value of the asset is measured using market prices, or in the absence of market prices, is based on an estimate of discounted cash flows. Cash flows are discounted at an interest rate commensurate with our weighted average cost of capital for a similar asset.


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Assets are grouped at the lowest level at which cash flows are identifiable and independent. We generally group operating assets by product line of the respective region. We have long-lived assets, such as facilities, utilized by multiple operating divisions that do not have identifiable cash flows and impairment testing for these long-lived assets is based on the consolidated entity.


We recognized long-lived asset impairments of $20 million for the Predecessor Period ended December 13, 2019 to write-down our assets to the lower of carrying amount or fair value less cost to sell for our land drilling rigs. We had asset write-downs of $91 million for assets where there was low or no demand.

The long-lived asset impairments in 2019 were primarily related to our Western Hemisphere segment totaling $13 million and Eastern Hemisphere totaling $7 million. During the second quarter of 2019, we reclassified our remaining land drilling rigs assets back into held for use. The 2019 impairments were due to the sustained downturn in the oil and gas industry that resulted in us having to reassess our disposal groups for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. The Level 3 fair values of the long-lived assets were determined using a combination of the market and income approach. The market approach considered market sales values for similar assets. The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks. See “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in the impairment calculation.

During 2018, we recognized long-lived asset impairments of $151 million, of which $141 million ($43 million in our Western Hemisphere segment and $98 million in our Eastern Hemisphere segment) was to write-down our land drilling rigs assets to the lower of carrying amount or fair value less cost to sell and the remaining $10 million ($3 million was in our Western Hemisphere and $7 million is in our Eastern Hemisphere segment) of charges were for land drilling rigs assets charges not in held for sale. See “Note 7 – Business Combinations and Divestitures” for more details. The 2018 impairments were due to the sustained downturn in the oil and gas industry that resulted a reassessment of our disposal groups for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. See “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in the impairment calculation.

In the fourth quarter of 2017, we recognized long-lived asset impairment charges of $928$928 million, of which $923 million was related to PP&E impairments and $5 million was related to the impairment of intangible assets. The fourth quarter 2017 PP&E impairment charges were primarily in our Eastern Hemisphere segment in the amount of $740 million was attributablerelated 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, PP&E impairment charges related to our product lines of $135 million in the Western Hemisphere segment and $37 million in the Eastern Hemisphere segment. In addition, we recognized $11 million of long-lived impairment charges related to Corporate assets.

During 2016, we recognized long-lived asset impairment charges of $436 million, of which $388 million was related to product line PP&E impairments and $48 million was related to the impairment of intangible assets. The PP&E impairment charges were related to our Pressure Pumping in the Eastern Hemisphere segment and Well Construction, Drilling Services and Secure Drilling Service in the Western Hemisphere segment. In 2015, we recognized total long-lived asset impairment charges of $638 million with $383 million related to U.S. Pressure Pumping, Drilling Tools and Wireline product lines in the Western Hemisphere segment and $255 million related to land drilling rigs product line assets in the Eastern Hemisphere segment.


The long-lived assets impairment charges were due to the prolonged downturn in the oil and gas industry, whose recovery in the third quarter was not as strong as expected and whose recovery in the fourth quarter of 2016 and in 2017 was and is expected to be slower than we had previously been anticipated. The change in the expectations of the market’s recovery, in addition to successive


negative operating cash flows in certain asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives.


The decline and its impact on demand represent a significant adverse change in the business climate and an indication that some of our long-lived assets may not be recoverable. Based on the impairment indicators noted we performed an analysis of our long-lived assets in 2017, 20162019, 2018 and 20152017 and recorded long-lived and other asset impairment charges to adjust to fair value. See “Note 89 – Long-Lived Asset Impairments”Impairments and Asset Write-Downs” for additional information regarding the long-lived assets impairment.


Management cannot predict the occurrence of future impairment-triggering events, so we continue to assess whether indicators of impairment to long-lived assets exist due to the current business conditions in the oilfield services industry.


Income Taxes
 
We take into account the differences between the financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

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to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date. OurIn 2019, the income tax provision was $9 million in 2017 was $137the Successor Period and $135 million during the Predecessor Period as compared to an incomea tax provision of $496$34 million in 20162018 and an income tax benefit of $145$137 million in 2015,2017, respectively, which resulted in an effective tax rate of (60)%, 3%, (1)% and (5)%, (17)%respectively. Our 2019 effective tax rate was driven by tax expense due to profits in certain jurisdictions, deemed profit countries, withholding taxes on intercompany and 7%, respectively.third-party transactions, and the tax impact of Fresh Start accounting.
 
We recognize the impact of an uncertain tax position taken or expected to be taken on an income tax return in the financial statements at the largestamount that is more likely than not to be sustained upon examination by the relevant taxing authority.


We operate in approximately 90over 80 countries through hundreds of legal entities. As a result, we are subject to numerous tax laws in the jurisdictions, and tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions in which we operate are taxed on various bases: income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), withholding taxes based on revenue, and other alternative minimum taxes. The calculation of our tax liabilities involves consideration of uncertainties in the application and interpretation of complex tax regulations in a multitude of jurisdictions across our global operations. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. As of December 31, 2017,2019, we had recorded reserves for uncertain tax positions of $217$214 million, excluding accrued interest and penalties of $61$77 million. The tax liabilities are reflected net of realized tax loss carryforwards. We adjust these reserves upon specific events; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is different from our current estimate of the tax liabilities.


If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when the contingency has been resolved and the liabilities are no longer necessary. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.
 
Valuation Allowance for Deferred Tax Assets
 
We record a valuation allowance to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character and in the related jurisdiction in the future. In evaluating our ability to recover our deferred tax assets, we consider the available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment.




We have considered various tax planning strategies that we would implement, if necessary, to enable the realization of our deferred tax assets; however, when the likelihood of the realization of existing deferred tax assets changes, adjustments to the valuation allowance are charged to our income tax provision in the period in which the determination is made.

As a result of the continued losses, and limited objective positive evidence to overcome negative evidence, the Company concluded that it needed to record additional valuation allowance of $73 million in the fourth quarter of 2017 against certain previously benefited deferred tax assets since it cannot support that it is more likely than not that the deferred tax assets will be realized.


As of December 31, 2017,2019, our gross deferred tax assets were $2.1$1.3 billion before a related valuation allowance of $1.9$1.2 billion. As of December 31, 2016,2018, our gross deferred tax assets were $1.9$1.8 billion before a related valuation allowance of $1.7 billion. The gross deferred tax assets were also offset by gross deferred tax liabilities of $251$121 million and $259$124 million as of December 31, 20172019 and 2016,2018, respectively. The decrease in the valuation allowance from 2018 to 2019 was primarily driven by the tax impact of the gain on Settlement of Liabilities Subject to Compromise and Fresh Start Accounting, which included the reduction of our U.S. unbenefited net operating losses carryforward under the operative tax statute and applicable regulations offset by the release of the valuation allowance.



Table of ContentsCritical Accounting Policies and Estimates

Allowance for Doubtful Accounts


We maintain an allowance for doubtful accounts in order to record accounts receivable at their net realizable value. Significant judgment is involved in recognizing this allowance. The determination of the collectability requires us to use estimates and make judgments regarding future events and trends, including monitoring our customers’ payment history and current creditworthiness to determine that collectability is reasonably assured, as well as consideration of the overall business and political climate in which our customers operate. Provisions for doubtful accounts are recorded when it becomes evident that customer accounts are uncollectible. AtThe allowance in “Accounts Receivable, Net of Allowance for Uncollectible Account” was zero as of December 31, 2017,2019 due to Fresh Start Accounting. For the totalyear ended December 31, 2018, the allowance for doubtful accounts receivable was $329 million, which includes current allowance of $156$123 million, or 12% of10%, over total gross accounts receivablereceivable.

In the 2019 Predecessor Period, and long-term allowance of $173 million. Atthe years ended December 31, 2016, the allowance for doubtful accounts was $129 million, or 9%, of total gross accounts receivable. In2018 and 2017, and 2016, we recognized a charge for bad debt expense of $4 million, $5 million and $238 million, and $69 million, respectively.

In the second quarter of 2017, we changed the accounting for revenue with our primary customer in Venezuela and reclassified $158 million of net accounts receivable for this customer to Other Non-Current Assets on the accompanying Consolidated Balance Sheets.as a net long-term receivable. 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 significant political and economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S. government. In connection with this development, we recorded an allowance for uncollectible long-terma charge of $230 million fully reserving our receivables for the full net amountthese customers in Venezuela. The long-term allowance related to our primary customer in Venezuela was zero and $171 million as of $158 million. December 31, 2019 and December 31, 2018.

We believe that our allowance for doubtful accounts is adequate to cover bad debt losses under current conditions. However, uncertainties regarding changes in the financial condition of our customers, either adverse or positive, could impact the amount and timing of any additional provisions for doubtful accounts that may be required. A 5% change in the current allowance for doubtful accounts would have had an immaterial impact on loss before income taxes of approximately $8 million in 2017.2019.


Inventory Reserves


Inventory represents a significant component of current assets and is stated at the lower of cost or marketnet realizable value using either athe first-in, first-out (“FIFO”) or average cost method. To maintain a book value that is the lower of cost or market,net realizable value, we maintain reserves for excess, slow moving and obsolete inventory. To determine these reserve amounts, we review inventory quantities on hand, future product demand, market conditions, production requirements and technological obsolesce.obsolescence. This review requires us to make judgments regarding potential future outcomes. At December 31, 20172019 our inventory reserve was zero due to Fresh Start Accounting and 2016,remeasuring our inventory to fair value upon emergence from bankruptcy on December 13, 2019. Refer to Note 3 – Fresh Start Accounting for further details. At December 31, 2018, inventory reserves totaled $682 million, or 36%, and $265 million, or 13%,represented 23% of gross inventory, respectively.inventory. During 20172019, 2018 and 2016,2017, we recognized inventory write-off and other related charges, including excess and obsolete inventory charges totaling $540$159 million and $269$80 million and $540 million, respectively. These charges were largely attributable to the downturn in the oil and gas industry, where certain inventory has been deemed commercially unviable or technologically obsolete considering current and future demand. We believe that our reserves are adequate to properly value excess, slow-moving and obsolete inventory under current conditions.
 


Table of ContentsCritical Accounting Policies and Estimates


Disputes, Litigation and Contingencies


As of December 31, 2017,2019, we have accrued an estimate of the probable and estimable cost to resolve certain legal and investigation matters. For matters not deemed probable and reasonably estimable, we have not accrued any amounts in accordance with U.S. GAAP. Our legal department manages all pending or threatened claims and investigations on our behalf. The estimate of the probable costs related to these matters is developed in consultation with internal and outside legal counsel. Our contingent loss estimates are based upon an analysis of potential results, assuming a combination of probable litigation and settlement strategies. The accuracy of these estimates is impacted by the complexity of the issues. Whenever possible, we attempt to resolve these matters through settlements, mediation and arbitration proceedings if advantageous to us.the company. If the actual settlement costs, final judgments or fines differ from our estimates, our future financial results may be adversely affected. For a more comprehensive discussion, of our Disputes, Litigation and Contingencies, see “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 21“Note 19 – Disputes, Litigation and Legal Contingencies.”


Leases

We lease certain facilities, land, vehicles, and equipment. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet (including short-term sale leaseback transactions); we recognize lease expense for these leases on a straight-line basis over the lease term.

Beginning January 1, 2019, operating right of use (“ROU”) assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating leases in effect prior to January 1, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of January 1, 2019. We determine if an arrangement is classified as a lease at inception of the arrangement. As most of our leases do not provide an implicit rate of return, we use our incremental borrowing rate, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments, which is updated on a quarterly basis. For adoption of Topic 842 we used the December 31, 2018 incremental borrowing rate, for operating leases that commenced prior to December 31, 2018. For certain equipment leases, such as copiers and vehicles, we account for the leases under a portfolio method. Operating lease payments include related options to extend or terminate lease terms that are reasonably certain of being exercised.

Upon emergence from bankruptcy on December 13, 2019, our lease liabilities were remeasured to fair value using the present value of the remaining lease payments as if Weatherford acquired new leases. The remeasurement was based on our incremental borrowing rate as of December 13, 2019. Additionally, the ROU assets were revalued based upon the present value of market-based rent. The remeasurement of our ROU assets was based on the real estate market discount rate as of December 13, 2019.

See “Note 4 – New Accounting Pronouncements” and “Note 12 – Leases” for details on the impact of adoption of the new revenue recognition guidance and our revenue recognition policies.

New Accounting Pronouncements


See “Note 14Summary of SignificantNew Accounting Policies”Pronouncements” to our Consolidated Financial Statements for additional information.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk


We are currently exposed to market risk from changes in foreign currency and changes in interest rates. From time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk. A discussion of our market risk exposure in these financial instruments follows.
 
Foreign Currency Exchange Rates and Inflationary Impacts


We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, such as Latin America, the Middle East and Southeast Asia, the currency of our primary economic environment is the U.S. dollar, and thus we use the U.S. dollar primarily as our functional currency. In other parts of the world, we conduct our business in currencies other than the U.S. dollar, and the functional currency is the applicable local currency.


Currency devaluation charges are included in current earnings in “Currency Devaluation Charges” on the accompanying Consolidated Statements of Operations. In 2017, we had no currency devaluation charges. In 2016 and 2015,For the year ended December 31, 2018, the Predecessor recognized currency devaluation charges were $41of $49 million and $85 million, respectively, reflecting the impacts ofprimarily related to the devaluation of several currencies.the Angolan kwanza. For additional details see “Currency Devaluation Charges” sub-heading under“Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”



Table of ContentsItem 7A | Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency, Foreign Currency Forward Contracts and Cross-Currency Swaps


Assets and liabilities of entities for which the functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rates in effect at the balance sheet date result in translation adjustments that are reflected in Accumulated Other Comprehensive Loss in the Shareholders’ (Deficiency) EquityDeficiency section on our Consolidated Balance Sheets. Foreign currency translation comprehensive loss improved $130$52 million in 20172019 due to emergence from Chapter 11 bankruptcy proceedings and decreased $12fresh start accounting and worsened $240 million in 2016.2018.


As of December 31, 20172019 and 2016,2018, we had outstanding foreign currency forward contracts with total notional amounts aggregating $767$389 million and $1.6 billion,$435 million, respectively. These contracts were entered into in order to hedge our net monetary exposure to currency fluctuations in various foreign currencies. The total estimated fair value of these contracts and amounts owed associated with closed contracts at December 31, 20172019 and 2016,2018, resulted in a net asset of approximately $1 million and aan immaterial net liability $7 million, respectively.in both periods. These derivative instruments were not designated as hedges, and the changes in fair value of the contracts are recorded each period in current earnings.


Interest Rates


We are subject to interest rate risk on our long-term fixed-interest rate debt and variable-interest rate borrowings. Variable rate debt exposes us to short-term changes in market interest rates. Fixed rate debt exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk that we may need to refinance any maturing debt with new debt at a higher rate. All other thingselse being equal, the fair value of our fixed rate debt will increase or decrease inversely to changes in interest rates.
 

Our senior notes outstanding at December 31, 20172019 and 2016,2018, and that were subject to interest rate risk consist of the following:
December 31,Successor  Predecessor
2017 2016December 31, 2019  December 31, 2018
(Dollars in millions)
Carrying
Amount
 
Fair
Value
 Carrying Amount 
Fair
Value
Carrying
Amount
 
Fair
Value
  Carrying Amount 
Fair
Value
6.35% Senior Notes due 2017
 
 89
 89
6.00% Senior Notes due 201866
 66
 66
 66
9.625% Senior Notes due 2019488
 516
 489
 518
11.00% Exit Notes due December 1, 2024$2,097
 $2,252
  $
 $
5.125% Senior Notes due 2020364
 364
 363
 342

 
  364
 266
5.875% Exchangeable Senior Notes due 2021 (a)
1,170
 1,221
 1,147
 1,199

 
  1,194
 792
7.75% Senior Notes due 2021741
 767
 739
 761

 
  743
 571
4.50% Senior Notes due 2022643
 587
 642
 565

 
  644
 373
8.250% Senior Notes due 2023739
 755
 738
 757
8.25% Senior Notes due 2023
 
  742
 448
9.875% Senior Notes due 2024780
 840
 528
 575

 
  781
 486
9.875% Senior Notes due 2025 (b)

 
  588
 363
6.50% Senior Notes due 2036447
 378
 447
 364

 
  447
 223
6.80% Senior Notes due 2037255
 214
 255
 213

 
  255
 134
7.00% Senior Notes due 2038456
 396
 456
 384

 
  456
 241
9.875% Senior Notes due 2039245
 267
 245
 250

 
  245
 138
6.75% Senior Notes due 2040456
 391
 456
 373

 
  457
 230
5.95% Senior Notes due 2042368
 298
 368
 283

 
  369
 190
Total$7,218
 $7,060
 $7,028
 $6,739
$2,097
 $2,252
  $7,285
 $4,455
(a)
The fair value of the Exchangeable Senior Notes due 2021 have been separated into theincludes an exchange feature which is reported in Capital in Excess of Par Value, and thea debt component which is reflectedfurther described in the table above and is reported in long-term debt. The estimated fair value reflected above is for the debt component only. The estimated fair value as of December 31, 2017 for the entire Exchangeable Senior Notes, which have a principal value of $1.265 billion, is $1.358 billion.“Note 14 – Long-term Debt.”
(b)On February 28, 2018, the Predecessor issued $600 million in aggregate principal amount of our 9.875% senior notes due 2025.

On June 26, 2017, we issued an additional $250 million aggregate principal amount of our 9.875% senior notes due 2024 (“Notes”). These Notes were issued as additional securities under an indenture pursuant to which we previously issued $540 million aggregate principal amount of our 9.875% senior notes due 2024. During 2016, through a series of offerings, we received proceeds net of underwriting fees of $3.7 billion from the issuance various unsecured debt instruments and a secured term loan. We used certain proceeds from our initial debt offering to fund tender offers to buy back our senior notes with a principal balance of $1.87 billion and used the remaining proceeds to repay our revolving credit facility and for general corporate purposes. We recognized a cumulative loss of $78 million on the tender offers buyback transaction. See “Note 12 – Short-term Borrowings and Other Debt Obligations” and “Note 13 – Long-term Debt” for additional details of our financing activities.

We havehad various capital lease and other long-term debt instruments of $460finance leases $64 million at December 31, 2017,2019 but believe the impact of changes in interest rates in the near term will not be material to these instruments. The carrying value of our short-term borrowings of $11$3 million at December 31, 20172019 approximates their fair value.
 
As it relates to our variable rate debt, if market interest rates increase by an average


Interest Rate Swaps and Derivatives
 
We manage our debt portfolio to limit our exposure to interest rate volatility and may employ interest rate derivatives as a tool to achieve that goal. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions. The counterparties to our interest rate swaps are multinational commercial banks. We continually re-evaluate counterparty creditworthiness and modify our requirements accordingly.




Amounts paid or received upon termination of the interest rate swaps represent the fair value of the agreements at the time of termination. Derivative gains and losses are recognized each period in current earnings or other comprehensive income (loss), depending on whether the derivative is designated as part of a hedge relationship, and if so, the type of hedge.


Forward-Looking Statements
This report contains various statements relating to future financial performance and results, business strategy, plans, goals and objectives, including certain projections, business trends and other statements that are not historical facts. These statements constitute forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “strategy,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements reflect our beliefs and expectations based on current estimates and projections. While we believe these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Furthermore, from time to time, we update the various factors we consider in making our forward-looking statements and the assumptions we use in those statements. However, we undertake no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws. The following sets forth various assumptions we use in our forward-looking statements, as well as risks and uncertainties relating to those statements. Certain of these risks and uncertainties may cause actual results to be materially different from projected results contained in forward-looking statements in this report and in our other disclosures. These risks and uncertainties include, but are not limited to, those described below under “Part I – Item 1A. – Risk Factors” and the following:

the price and price volatility of oil, natural gas and natural gas liquids;
our ability to realize expected revenues and profitability levels from current and future contracts;
our ability to generate cash flow from operations to fund our operations;
global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
global public health threats and pandemics, such as severe influenza, COVID-19 and other highly communicable viruses or diseases;
increases in the prices and lack of availability of our procured products and services;
our ability to timely collect from customers;
our ability to realize cost savings and business enhancements from our revenue and cost improvement efforts;
our ability to attract, motivate and retain employees, including key personnel;
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, improvement efforts and the cost and support reduction plans;
potential non-cash asset impairment charges for long-lived assets, intangible assets or other assets;

adverse weather conditions in certain regions of our operations; and
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.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our other filings with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”). For additional information regarding risks and uncertainties, see our other filings with the SEC.

Table of ContentsForward-Looking Statements


Item 8. Financial Statements and Supplementary Data


INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


 PAGE
  
Financial Statement Schedule II: 






Report of Independent Registered Public Accounting Firm



TheTo the Shareholders and Board of Directors and Shareholders
Weatherford International plc:


Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Weatherford International plc and subsidiaries (the “Company”)Company) as of December 31, 20172019 (Successor) and 2016,2018 (Predecessor), the related consolidated statements of operations, comprehensive loss,income (loss), shareholders’ equity (deficiency) equity,, and cash flows for the periods from December 14, 2019 to December 31, 2019 (Successor period) and from January 1, 2019 to December 13, 2019 and for each of the years in the three-yeartwo‑year period ended December 31, 2017,2018 (Predecessor periods), and the related notes and financial statement schedule II (collectively, the “consolidatedconsolidated financial statements”)statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017,Successor and Predecessor periods, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the Company’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 14, 2018March 16, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.


New Basis of Presentation
As discussed in Notes 2 and 3 to the consolidated financial statements, on September 11, 2019, the United States Bankruptcy Court for the Southern District of Texas entered an order confirming the Company’s plan for reorganization under Chapter 11, which became effective on December 13, 2019. Accordingly, the accompanying consolidated financial statements as of December 31, 2019 and for the Successor period have been prepared in conformity with Accounting Standards Codification 852, Reorganizations, with the Company’s assets, liabilities, and capital structure having carrying amounts not comparable with prior periods.

Change in Accounting Principle
As discussed in Note 4 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.




/s/ KPMG LLP

We have served as the Company’s auditor since 2013.



Houston, Texas
February 14, 2018March 16, 2020





Report of Independent Registered Public Accounting Firm


TheTo the Shareholders and Board of Directors and Shareholders
Weatherford International plc:


Opinion on Internal Control Over Financial Reporting


We have audited Weatherford International plc and subsidiaries’ (the “Company”)Company) internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control-IntegratedControl – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control-IntegratedControl – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the consolidated balance sheets of the Company as of December 31, 20172019 (Successor) and 2016,2018 (Predecessor), the related consolidated statements of operations, comprehensive loss,income (loss), shareholders’ equity (deficiency) equity,, and cash flows for the periods from December 14, 2019 to December 31, 2019 (Successor period) and from January 1, 2019 to December 13, 2019 and for each of the years in the three-yeartwo-year period ended December 31, 2017,2018(Predecessor periods), and the related notes and financial statement scheduleII(collectively, (collectively, the “consolidatedconsolidated financial statements”)statements), and our report dated February 14, 2018March 16, 2020 expressed an unqualified opinion on those consolidated financial statements.


Basis for Opinion


The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting


A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ KPMG LLP


Houston, Texas
February 14, 2018March 16, 2020





WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
      
 Year Ended December 31,
(Dollars and shares in millions, except per share amounts)2017 2016 2015
Revenues:     
Products$2,116
 $2,059
 $3,573
Services3,583
 3,690
 5,860
Total Revenues5,699
 5,749
 9,433
      
Costs and Expenses:     
Cost of Products2,142
 2,143
 3,433
Cost of Services2,747
 3,046
 4,588
Research and Development158
 159
 231
Selling, General and Administrative Attributable to Segments910
 970
 1,353
Corporate General and Administrative130
 139
 227
Long-Lived Asset Impairments, Write-Downs and Other Charges1,664
 1,043
 768
Goodwill and Equity Investment Impairment
 
 25
Restructuring Charges183
 280
 232
Litigation Charges, Net(10) 220
 116
(Gain) Loss from Disposition of U.S. Pressure Pumping Assets and Businesses(96) 
 6
Total Costs and Expenses7,828
 8,000
 10,979
      
Operating Loss(2,129) (2,251) (1,546)
      
Other Income (Expense):     
Interest Expense, Net(579) (499) (468)
Warrant Fair Value Adjustment86
 16
 
Bond Tender Premium, Net
 (78) 
Currency Devaluation Charges
 (41) (85)
Other Income (Expense), Net(34) (24) 3
      
Loss Before Income Taxes(2,656) (2,877) (2,096)
Income Tax (Provision) Benefit(137) (496) 145
Net Loss(2,793) (3,373) (1,951)
Net Income Attributable to Noncontrolling Interests20
 19
 34
Net Loss Attributable to Weatherford$(2,813) $(3,392) $(1,985)
      
Loss Per Share Attributable to Weatherford:     
Basic & Diluted$(2.84) $(3.82) $(2.55)
      
Weighted Average Shares Outstanding:     
Basic & Diluted990
 887
 779



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
     
 Successor  Predecessor
 Period From  Period From  
 12/14/19  01/01/19 Years Ended
 through  through December 31,
(Dollars and shares in millions, except per share amounts)12/31/19  12/13/19 2018 2017
Revenues:        
Products$111
  $1,819
 $2,051
 $2,116
Services150
  3,135
 3,693
 3,583
Total Revenues261
  4,954
 5,744
 5,699
         
Costs and Expenses:        
Cost of Products100
  1,685
 1,887
 2,142
Cost of Services108
  2,168
 2,627
 2,747
Research and Development7
  136
 139
 158
Selling, General and Administrative Attributable to Segments40
  777
 764
 904
Corporate General and Administrative5
  118
 130
 130
Goodwill Impairment
  730
 1,917
 
Long-Lived Asset Impairments, Write-Downs and Other
  374
 238
 1,701
Restructuring Charges
  189
 126
 183
Prepetition Charges
  86
 
 
Gain on Sale of Operational Assets
  (15) 
 
Gain on Sale of Businesses, Net
  (112) 
 (96)
Total Costs and Expenses260
  6,136
 7,828
 7,869
         
Operating Income (Loss)1
  (1,182) (2,084) (2,170)
         
Other Income (Expense):        
Reorganization Items(4)  5,389
 
 
Interest Expense, Net(12)  (362) (614) (579)
Warrant Fair Value Adjustment
  
 70
 86
Bond Tender and Call Premium
  
 (34) 
Currency Devaluation Charges
  
 (49) 
Other Income (Expense), Net
  (26) (46) 7
         
Income (Loss) Before Income Taxes(15)  3,819
 (2,757) (2,656)
Income Tax (Provision)(9)  (135) (34) (137)
Net Income (Loss)(24)  3,684
 (2,791) (2,793)
Net Income Attributable to Noncontrolling Interests2
  23
 20
 20
Net Income (Loss) Attributable to Weatherford$(26)  $3,661
 $(2,811) $(2,813)
         
Income (Loss) Per Share Attributable to Weatherford:        
Basic and Diluted$(0.37)  $3.65
 $(2.82) $(2.84)
         
Weighted Average Shares Outstanding:        
Basic & Diluted70
  1,004
 997
 990
The accompanying notes are an integral part of these consolidated financial statements.


WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
       
Successor  Predecessor
Period From  Period From    
     12/14/19  01/01/19 Years Ended
Year Ended December 31,through  through December 31,
(Dollars in millions)2017 2016 201512/31/19  12/13/19 2018 2017
Net Loss$(2,793) $(3,373) $(1,951)
     
Net Income (Loss)$(24)  $3,684
 $(2,791) $(2,793)
Foreign Currency Translation130
 (12) (789)7
  52
 (240) 130
Defined Benefit Pension Activity(39) 42
 28
2
  (11) 12
 (39)
Interest Rate Derivative Loss
  8
 
 
Other
 1
 1

  
 1
 
Other Comprehensive Income (Loss)91
 31
 (760)9
  49
 (227) 91
Comprehensive Loss(2,702) (3,342) (2,711)
Comprehensive Income (Loss)(15)  3,733
 (3,018) (2,702)
Comprehensive Income Attributable to Noncontrolling Interests20
 19
 34
2
  23
 20
 20
Comprehensive Loss Attributable to Weatherford$(2,722) $(3,361) $(2,745)
Comprehensive Income (Loss) Attributable to Weatherford$(17)  $3,710
 $(3,038) $(2,722)

































The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 56



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
    
 December 31,
(Dollars and shares in millions, except par value)2017 2016
Current Assets:   
Cash and Cash Equivalents$613
 $1,037
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $156 in 2017 and $129 in 20161,103
 1,383
Inventories, Net1,234
 1,802
Prepaid Expenses237
 263
Other Current Assets332
 402
Current Assets Held for Sale359
 23
Total Current Assets3,878
 4,910
    
Property, Plant and Equipment:   
Land, Buildings and Leasehold Improvements1,551
 1,622
Rental and Service Equipment6,481
 7,975
Machinery and Other2,138
 2,245
Property, Plant and Equipment, Gross10,170
 11,842
Less: Accumulated Depreciation7,462
 7,362
Property, Plant and Equipment, Net2,708
 4,480
    
Goodwill2,727
 2,797
Intangible Assets, Net213
 248
Equity Investments62
 66
Other Non-current Assets159
 163
Total Assets$9,747
 $12,664
    
Current Liabilities:   
Short-term Borrowings and Current Portion of Long-term Debt$148
 $179
Accounts Payable856
 845
Accrued Salaries and Benefits308
 291
Income Taxes Payable228
 255
Other Current Liabilities690
 858
Total Current Liabilities2,230
 2,428
    
Long-term Debt7,541
 7,403
Other Non-current Liabilities547
 765
Total Liabilities10,318
 10,596
    
Shareholders’ (Deficiency) Equity:   
Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 993 shares and 983 shares at December 31, 2017 and 2016, respectively1
 1
Capital in Excess of Par Value6,655
 6,571
Retained Deficit(5,763) (2,950)
Accumulated Other Comprehensive Loss(1,519) (1,610)
Weatherford Shareholders’ (Deficiency) Equity(626) 2,012
Noncontrolling Interests55
 56
Total Shareholders’ (Deficiency) Equity(571) 2,068
Total Liabilities and Shareholders’ (Deficiency) Equity$9,747
 $12,664
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
     
 Successor  Predecessor
 December 31,  December 31,
(Dollars and shares in millions, except par value)2019  2018
Assets:    
Cash and Cash Equivalents$618
  $602
Restricted Cash182
  
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $0 at December 31, 2019 and $123 at December 31, 20181,241
  1,130
Inventories, Net972
  1,025
Other Current Assets440
  693
Total Current Assets3,453
  3,450
     
Property, Plant and Equipment, Net of Accumulated Depreciation of $25 at December 31, 2019 and $5,786 at December 31, 20182,122
  2,086
Goodwill239
  713
Intangible Assets, Net of Accumulated Amortization of $9 at December 31, 2019 and $743 at December 31, 20181,114
  213
Other Non-current Assets365
  139
Total Assets$7,293
  $6,601
     
Liabilities:    
Short-term Borrowings and Current Portion of Long-term Debt$13
  $383
Accounts Payable585
  732
Accrued Salaries and Benefits270
  249
Income Taxes Payable205
  214
Other Current Liabilities599
  722
Total Current Liabilities1,672
  2,300
     
Long-term Debt2,151
  7,605
Other Non-current Liabilities554
  362
Total Liabilities4,377
  10,267
     
Shareholders’ Equity (Deficiency):    
Predecessor Ordinary Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 1,002 shares at December 31, 2018
  1
Successor Ordinary Shares - Par value $0.001; Authorized 1,356, Issued and Outstanding 70 at December 31, 2019
  
Predecessor Capital in Excess of Par Value
  6,711
Successor Capital in Excess of Par Value2,897
  
Retained Earnings (Deficit)(26)  (8,671)
Accumulated Other Comprehensive Income (Loss)9
  (1,746)
Weatherford Shareholders’ Equity (Deficiency)2,880
  (3,705)
Noncontrolling Interests36
  39
Total Shareholders’ Equity (Deficiency)2,916
  (3,666)
Total Liabilities and Shareholders’ Equity (Deficiency)$7,293
  $6,601



The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 57





WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIENCY) EQUITY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
                      
(Dollars in millions)Par Value of Issued Shares Capital In Excess of Par Value Retained Earnings (Deficit) 
Accumulated
Other
Comprehensive
Income (Loss)
 Non-controlling Interests Total Shareholders’ Equity (Deficiency)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, 2014$1
 $5,411
 $2,427
 $(881) $75
 $7,033
           
Net Income (Loss)
 
 (1,985) 
 34
 (1,951)
Other Comprehensive Loss
 
 
 (760) 
 (760)
Dividends Paid to Noncontrolling Interests
 
 
 
 (48) (48)
Equity Awards Granted, Vested and Exercised
 91
 
 
 
 91
Balance at December 31, 2015$1
 $5,502
 $442
 $(1,641) $61
 $4,365
           
Net Income (Loss)
 
 (3,392) 
 19
 (3,373)
Other Comprehensive Income
 
 
 31
 
 31
Dividends Paid to Noncontrolling Interests
 
 
 
 (24) (24)
Issuance of Common Shares
 894
 
 
 
 894
Issuance of Exchangeable Notes
 97
 
 
 
 97
Equity Awards Granted, Vested and Exercised
 78
 
 
 
 78
Balance at December 31, 2016$1
 $6,571
 $(2,950) $(1,610) $56
 $2,068
           
Balance at December 31, 2016 (Predecessor)$1
 $6,571
 $(2,950) $(1,610) $56
 $2,068
Net Income (Loss)
 
 (2,813) 
 20
 (2,793)
 
 (2,813) 
 20
 (2,793)
Other Comprehensive Income
 
 
 91
 
 91

 
 
 91
 
 91
Dividends Paid to Noncontrolling Interests
 
 
 
 (21) (21)
 
 
 
 (21) (21)
Equity Awards Granted, Vested and Exercised
 84
 
 
 
 84

 84
 
 
 
 84
Balance at December 31, 2017$1
 $6,655
 $(5,763) $(1,519) $55
 $(571)
Balance at December 31, 2017 (Predecessor)$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)
Adoption of Intra-Entity Transfers of
Assets Other Than Inventory and
Revenue from Contracts with
Customers

 
 (97) 
 
 (97)
Equity Awards Granted, Vested and
Exercised

 52
 
 
 
 52
Other
 4
 
 
 (20) (16)
Balance at December 31, 2018 (Predecessor)$1
 $6,711
 $(8,671) $(1,746) $39
 $(3,666)
Net Income (Loss)
 
 3,661
 
 23
 3,684
Other Comprehensive Income
 
 
 49
 
 49
Dividends Paid to Noncontrolling
Interests

 
 
 
 (22) (22)
Equity Awards Granted, Vested and
Exercised

 22
 
 
 
 22
Equity Awards Vested and Cancelled
in Connection With the Plan

 24
 
 
 
 24
Other Activity
 
 
 
 2
 2
Elimination of Predecessor Equity
Balances
(1) (6,757) 5,010
 1,697
 
 (51)
Issuance of New Ordinary Shares in
Connection with the Plan to Creditors

 2,837
 
 
 
 2,837
Issuance of New Ordinary Shares to
Prior Shareholders

 29
 
 
 
 29
Equity Value of Warrants
 31
 
 
 
 31
Fresh Start Adjustment to NCI
 
 
 
 (8) (8)
Balance at December 13, 2019 (Successor)$
 $2,897
 $
 $
 $34
 $2,931
Net Income (Loss)
 
 (26) 
 2
 (24)
Other Comprehensive Income
 
 
 9
 
 9
Balance at December 31, 2019 (Successor)$
 $2,897
 $(26) $9
 $36
 $2,916
The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 58





WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Cash Flows From Operating Activities:     
Net Loss$(2,793) $(3,373) $(1,951)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:     
Depreciation and Amortization801
 956
 1,200
Long-Lived Asset Impairments and Other Charges928
 436
 638
Venezuelan Receivables Write-Down230
 
 
Inventory Write-off and Other Related Charges540
 269
 244
Goodwill and Equity Investment Impairment
 
 25
Restructuring and Other Asset Charges38
 194
 194
Defined Benefit Pension Plan Gains(47) 
 
Currency Devaluation Charges
 41
 85
Litigation Charges (Credits)(10) 214
 122
Bond Tender Premium
 78
 
Employee Share-Based Compensation Expense70
 87
 73
Bad Debt Expense8
 69
 48
(Gain) Loss on Sale of Assets and Businesses, Net(91) (10) 30
Deferred Income Tax Provision (Benefit)(25) 381
 (448)
Warrant Fair Value Adjustment(86) (16) 
Other, Net142
 127
 (32)
Change in Operating Assets and Liabilities, Net of Effect of Businesses Acquired:     
Accounts Receivable(29) 214
 1,031
Inventories(37) 260
 349
Other Current Assets107
 67
 128
Accounts Payable(2) (21) (813)
Billings in Excess of Costs and Estimated Earnings11
 45
 (1)
Accrued Litigation and Settlements(123) (94) (128)
Other Current Liabilities20
 (201) (10)
Other, Net(40) (27) (69)
Net Cash Provided by (Used in) Operating Activities(388) (304) 715
      
Cash Flows From Investing Activities:     
Capital Expenditures for Property, Plant and Equipment(225) (204) (682)
Acquisition of Assets Held for Sale(244) 
 
Acquisitions of Businesses, Net of Cash Acquired(7) (5) (14)
Acquisition of Intellectual Property(15) (10) (8)
Insurance Proceeds Related to Asset Casualty Loss
 39
 
Proceeds (Payment) Related to Sale of Businesses and Equity Investment, Net(1) (6) 8
Proceeds from Sale of Assets51
 49
 37
Proceeds from Disposition of U.S. Pressure Pumping and Pump-Down Perforating Assets430
 
 
Other Investing Activities(51) 
 
Net Cash Used in Investing Activities(62) (137) (659)
      
Cash Flows From Financing Activities:     
Borrowings of Long-term Debt250
 3,681
 4
Repayments of Long-term Debt(69) (1,963) (474)
Borrowings (Repayments) of Short-term Debt, Net(128) (1,512) 505
Proceeds from Issuance of Ordinary Common Shares and Warrant
 1,071
 
Bond Tender Premium
 (78) 
Payment for Leased Asset Purchase
 (87) 
Other Financing Activities, Net(33) (51) (32)
Net Cash Provided by Financing Activities20
 1,061
 3
Effect of Exchange Rate Changes on Cash and Cash Equivalents6
 (50) (66)
Net Increase (Decrease) in Cash and Cash Equivalents(424) 570
 (7)
Cash and Cash Equivalents at Beginning of Year1,037
 467
 474
Cash and Cash Equivalents at End of Year$613
 $1,037
 $467
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
         
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Cash Flows From Operating Activities:        
Net Income (Loss)$(24)  $3,684
 $(2,791) $(2,793)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:        
Depreciation and Amortization34
  447
 556
 801
Goodwill Impairment
  730
 1,917
 
Gain on Settlement of Liabilities Subject to Compromise
  (4,297) 
 
Reorganization Items
  (1,161) 
 
Long-Lived Asset Impairments
  20
 151
 928
Venezuelan Receivables Write-Down
  
 
 230
Inventory Write-off and Other Related Charges
  159
 80
 540
Asset Write-Downs and Other Charges
  91
 89
 38
Employee Share-Based Compensation Expense
  46
 47
 70
Currency Devaluation Charges
  
 49
 
Bond Tender Premium
  
 34
 
Gain on Sale Businesses, Net
  (112) 
 (96)
Deferred Income Tax Provision (Benefit)
  25
 (79) (25)
Warrant Fair Value Adjustment
  
 (70) (86)
Defined Benefit Pension Plan Gains
  
 
 (47)
Other, Net3
  12
 (35) 145
Change in Operating Assets and Liabilities, Net:        
Accounts Receivable36
  (135) (70) (29)
Inventories18
  (215) 86
 (37)
Accounts Payable(79)  (72) (90) (2)
Other Assets and Liabilities, Net73
  31
 (116) (25)
Net Cash Provided by (Used in) Operating Activities$61
  $(747)
$(242)
$(388)
         
The accompanying notes are an integral part of these consolidated financial statements.
 


Weatherford International plc – 2019 Form 10-K | 59



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
     
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Cash Flows From Investing Activities:        
Capital Expenditures for Property, Plant and Equipment$(20)  $(250) $(186) $(225)
Acquisition of Assets Held for Sale
  
 (31) (244)
Acquisitions of Businesses, Net of Cash Acquired
  
 4
 (7)
Acquisition of Intangible Assets(1)  (13) (28) (15)
Proceeds (Payment) from Disposition of Businesses and Investments7
  328
 257
 429
Proceeds from Disposition of Assets
  84
 106
 51
Other Investing Activities
  
 
 (51)
Net Cash Provided by (Used in) Investing Activities$(14)  $149
 $122
 $(62)
         
Cash Flows From Financing Activities:        
Borrowings of Long-term Debt$
  $1,600
 $586
 $250
Borrowings on Debtor in Possession (“DIP”) Credit Agreement
  1,529
 
 
Repayment on DIP Credit Agreement upon Emergence
  (1,529) 
 
Repayments of Long-term Debt(1)  (318) (502) (69)
Borrowings (Repayments) of Short-term Debt, Net(1)  (347) 158
 (128)
DIP Financing Fees and Payments on Backstop Agreement
  (137) 
 
Bond Tender Premium
  
 (34) 
Other Financing Activities, Net
  (49) (40) (33)
Net Cash Provided by (Used in) Financing Activities$(2)  $749
 $168
 $20
Effect of Exchange Rate Changes on Cash and Cash Equivalents1
  1
 (59) 6
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash46
  152
 (11) (424)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period754
  602
 613
 1,037
Cash, Cash Equivalents and Restricted Cash at End of Period$800
  $754
 $602
 $613
         
Supplemental Cash Flow Information        
Interest Paid$
  $272
 $584
 $538
Income Taxes Paid, Net of Refunds$2
  $89
 $99
 $87
Non-Cash Financing Obligations$
  $19
 $23
 $24






The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 60


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





1. Summary of Significant Accounting Policies
 
Organization and Nature of Operations
 
Weatherford International plc (“Weatherford Ireland”), an Irish public limited company, and Swiss tax resident, together with its subsidiaries (“Weatherford,” the “Company,” “we,” “us” and “our”), is a multinational oilfield service company. Weatherford is one of the world’s leading providers of equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. We operate in approximately 9080 countries, which are located in nearlyvirtually all of the major oil and natural gas producing regions in the world. Many of our businesses, including those of our predecessor companies, have been operating for more than 50 years.


On June 17, 2014, we completed the change in our place of incorporation from Switzerland to Ireland, whereby Weatherford Ireland became the new public holding company and the parent of the Weatherford group of companies (the “Merger”). The Merger was effected through an agreement between Weatherford International Ltd. (“Weatherford Switzerland”) and Weatherford Ireland pursuant to which each registered share of Weatherford Switzerland was exchanged for the allotment of one ordinary share of Weatherford Ireland. The authorized share capital of Weatherford Ireland includes 1.356 billion ordinary shares with a par value of $0.001 per share. OurWhile our ordinary shares are listedremain registered on the New York Stock Exchange (the “NYSE”), the NYSE suspended trading in our ordinary shares in May 2019 and our appeal of that suspension is pending. Since our emergence from bankruptcy, our ordinary shares have been quoted on the OTC Pink Marketplace under the symbol “WFT,” the same symbol under which Weatherford Switzerland registered shares were previously listed.“WFTLF”.


In February 2009, we completed a share exchange transaction in which Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), and our then parent company, became a wholly owned subsidiary of Weatherford Switzerland, for purposes of changing the Company’s place of incorporation from Bermuda to Switzerland. Prior to 2002, our parent company was Weatherford International, Inc., a Delaware corporation (“Weatherford Delaware”), until we moved our incorporation to Bermuda in 2002. Weatherford Bermuda and Weatherford Delaware continue to be wholly owned subsidiaries of Weatherford Ireland. In 2013, Weatherford Delaware converted its corporate form and now exists as Weatherford International, LLC, a Delaware limited liability company.

PrinciplesLong-Lived Assets
Long-lived assets, which include PP&E and definite-lived intangibles, comprise a significant amount of Consolidationour assets. We must make estimates about the expected useful lives of the assets. The value of the long-lived assets is then amortized over its expected useful life. A change in the estimated useful lives of our long-lived assets would have an impact on our results of operations. We estimate the useful lives of our long-lived asset groups as follows:

Estimated Useful Lives
Buildings and Leasehold Improvements
10 – 40 years or lease term
Rental and Service Equipment2 – 15 years (3 – 10 years for assets added after emergence)
Machinery and Other2 – 12 years
Intangible Assets2 – 20 years

In estimating the useful lives of our property, plant and equipment, we rely primarily on our actual experience with the same or similar assets. The useful lives of our intangible assets are determined by the years over which we expect the assets to generate a benefit based on legal, contractual or regulatory terms.
Long-lived assets to be held and used by us are reviewed to determine whether any events or changes in circumstances indicate that we may not be able to recover the carrying amount of the asset. Factors that might indicate a long-lived asset may not be recoverable may include, but are not limited to, significant decreases in the market value of the long-lived asset, a significant change in the long-lived asset’s physical condition, the introduction of competing technologies, legal challenges, a reduction in the utilization rate of the assets, a change in industry conditions, or a reduction in cash flows driven by pricing pressure as a result of oversupply associated with the use of the long-lived asset. If these or other factors exist that indicate the carrying amount of the asset may not be recoverable, we determine whether an impairment has occurred through the use of an undiscounted cash flow analysis. The undiscounted cash flow analysis consists of estimating the future cash flows that are directly associated with, and are expected to arise from, the use and eventual disposition of the asset over its remaining useful life. These cash flows are inherently subjective and require estimates based upon historical experience and future expectations. If the undiscounted cash flows do not exceed the carrying value of the long-lived asset, the asset is not recoverable and impairment is recognized to the extent the carrying amount exceeds the estimated fair value of the asset. The fair value of the asset is measured using market prices, or in the absence of market prices, is based on an estimate of discounted cash flows. Cash flows are discounted at an interest rate commensurate with our weighted average cost of capital for a similar asset.

Table of ContentsCritical Accounting Policies and Estimates


Assets are grouped at the lowest level at which cash flows are identifiable and independent. We generally group operating assets by product line of the respective region. We have long-lived assets, such as facilities, utilized by multiple operating divisions that do not have identifiable cash flows and impairment testing for these long-lived assets is based on the consolidated entity.

We consolidate all wholly owned subsidiaries, controlled joint venturesrecognized long-lived asset impairments of $20 million for the Predecessor Period ended December 13, 2019 to write-down our assets to the lower of carrying amount or fair value less cost to sell for our land drilling rigs. We had asset write-downs of $91 million for assets where there was low or no demand.

The long-lived asset impairments in 2019 were primarily related to our Western Hemisphere segment totaling $13 million and variable interest entities whereEastern Hemisphere totaling $7 million. During the Company has determined it issecond quarter of 2019, we reclassified our remaining land drilling rigs assets back into held for use. The 2019 impairments were due to the primary beneficiary. All material intercompany accountssustained downturn in the oil and transactions have been eliminatedgas industry that resulted in consolidation.

Prior periods segment results, restructuring charges and certain other items have been reclassifiedus having to reassess our disposal groups for theour land drilling rigs. The change in our reportableexpectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. The Level 3 fair values of the long-lived assets were determined using a combination of the market and income approach. The market approach considered market sales values for similar assets. The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks. See “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in the impairment calculation.

During 2018, we recognized long-lived asset impairments of $151 million, of which $141 million ($43 million in our Western Hemisphere segment presentation. Certain prior year amounts haveand $98 million in our Eastern Hemisphere segment) was to write-down our land drilling rigs assets to the lower of carrying amount or fair value less cost to sell and the remaining $10 million ($3 million was in our Western Hemisphere and $7 million is in our Eastern Hemisphere segment) of charges were for land drilling rigs assets charges not in held for sale. See “Note 7 – Business Combinations and Divestitures” for more details. The 2018 impairments were due to the sustained downturn in the oil and gas industry that resulted a reassessment of our disposal groups for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. See “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in the impairment calculation.

In the fourth quarter of 2017, we recognized long-lived asset impairment charges of $928 million, of which $923 million was related to PP&E impairments and $5 million was related to the impairment of intangible assets. The fourth quarter 2017 PP&E impairment charges were primarily in our Eastern Hemisphere segment in the amount of $740 million related 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, PP&E impairment charges related to our product lines of $135 million in the Western Hemisphere segment and $37 million in the Eastern Hemisphere segment. In addition, we recognized $11 million of long-lived impairment charges related to Corporate assets.

The long-lived assets impairment charges were due to the prolonged downturn in the oil and gas industry, whose recovery in the third quarter was not as strong as expected and whose recovery in the fourth quarter of 2017 was slower than we had previously been reclassifiedanticipated. The change in the expectations of the market’s recovery, in addition to conformsuccessive negative operating cash flows in certain asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives.

The decline and its impact on demand represent a significant adverse change in the business climate and an indication that some of our long-lived assets may not be recoverable. Based on the impairment indicators noted we performed an analysis of our long-lived assets in 2019, 2018 and 2017 and recorded long-lived and other asset impairment charges to adjust to fair value. See “Note 9 – Long-Lived Asset Impairments and Asset Write-Downs” for additional information regarding the long-lived assets impairment.

Management cannot predict the occurrence of future impairment-triggering events, so we continue to assess whether indicators of impairment to long-lived assets exist due to the current year presentation relatedbusiness conditions in the oilfield services industry.

Income Taxes
We take into account the differences between the financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the adoptionfinancial statement carrying amounts of new accounting standards. Netexisting assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

Table of ContentsCritical Accounting Policies and shareholders’ (deficiency) equity wereEstimates

to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date. In 2019, the income tax provision was $9 million in the Successor Period and $135 million during the Predecessor Period as compared to a tax provision of $34 million in 2018 and $137 million in 2017, respectively, which resulted in an effective tax rate of (60)%, 3%, (1)% and (5)%, respectively. Our 2019 effective tax rate was driven by tax expense due to profits in certain jurisdictions, deemed profit countries, withholding taxes on intercompany and third-party transactions, and the tax impact of Fresh Start accounting.
We recognize the impact of an uncertain tax position taken or expected to be taken on an income tax return in the financial statements at the largestamount that is more likely than not affectedto be sustained upon examination by the relevant taxing authority.

We operate in over 80 countries through hundreds of legal entities. As a result, we are subject to numerous tax laws in the jurisdictions, and tax agreements and treaties among the various taxing authorities. Our operations in these reclassifications. See subsection entitled “New Accounting Pronouncements” for additional details.

Investments in affiliatesjurisdictions in which we exercise significant influence over operatingoperate are taxed on various bases: income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), withholding taxes based on revenue, and financial policies are accounted for usingother alternative minimum taxes. The calculation of our tax liabilities involves consideration of uncertainties in the equity method.application and interpretation of complex tax regulations in a multitude of jurisdictions across our global operations. We recognize equity in earnings of unconsolidated affiliates in Selling, Generalpotential liabilities and Administration attributable to segments in our Consolidated Statements of Operations (see “Note 11 – Equity Investments”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally acceptedrecord tax liabilities for anticipated tax audit issues in the United Statestax jurisdictions based on our estimate of America (“whether, and the extent to which, additional taxes will be due. As of December 31, 2019, we had recorded reserves for uncertain tax positions of $214 million, excluding accrued interest and penalties of $77 million. The tax liabilities are reflected net of realized tax loss carryforwards. We adjust these reserves upon specific events; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is different from our current estimate of the tax liabilities.

If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when the contingency has been resolved and the liabilities are no longer necessary. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.
Valuation Allowance for Deferred Tax Assets
We record a valuation allowance to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character and in the related jurisdiction in the future. In evaluating our ability to recover our deferred tax assets, we consider the available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment.

We have considered various tax planning strategies that we would implement, if necessary, to enable the realization of our deferred tax assets; however, when the likelihood of the realization of existing deferred tax assets changes, adjustments to the valuation allowance are charged to our income tax provision in the period in which the determination is made.

As of December 31, 2019, our deferred tax assets were $1.3 billion before a related valuation allowance of $1.2 billion. As of December 31, 2018, our deferred tax assets were $1.8 billion before a related valuation allowance of $1.7 billion. The deferred tax assets were also offset by deferred tax liabilities of $121 million and $124 million as of December 31, 2019 and 2018, respectively. The decrease in the valuation allowance from 2018 to 2019 was primarily driven by the tax impact of the gain on Settlement of Liabilities Subject to Compromise and Fresh Start Accounting, which included the reduction of our U.S. GAAP”)unbenefited net operating losses carryforward under the operative tax statute and applicable regulations offset by the release of the valuation allowance.


Table of ContentsCritical Accounting Policies and Estimates

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts in order to record accounts receivable at their net realizable value. Significant judgment is involved in recognizing this allowance. The determination of the collectability requires managementus to makeuse estimates and assumptionsmake judgments regarding future events and trends, including monitoring our customers’ payment history and current creditworthiness to determine that affectcollectability is reasonably assured, as well as consideration of the reported amountsoverall business and political climate in which our customers operate. Provisions for doubtful accounts are recorded when it becomes evident that customer accounts are uncollectible. The allowance in “Accounts Receivable, Net of Allowance for Uncollectible Account” was zero as of December 31, 2019 due to Fresh Start Accounting. For the year ended December 31, 2018, the allowance for accounts receivable was $123 million, or 10%, over total gross accounts receivable.

In the 2019 Predecessor Period, and the years ended December 31, 2018 and 2017, we recognized bad debt expense of $4 million, $5 million and $238 million, respectively.

In the second quarter of 2017, we changed the accounting for revenue with our primary customer in Venezuela and reclassified net accounts receivable for this customer as a net long-term receivable. 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 significant political and economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S. government. In connection with this development, we recorded a charge of $230 million fully reserving our receivables for these customers in Venezuela. The long-term allowance related to our primary customer in Venezuela was zero and $171 million as of December 31, 2019 and December 31, 2018.

We believe that our allowance for doubtful accounts is adequate to cover bad debt losses under current conditions. However, uncertainties regarding changes in the financial condition of our customers, either adverse or positive, could impact the amount and timing of any additional provisions for doubtful accounts that may be required. A 5% change in the current allowance for doubtful accounts would have had an immaterial impact on loss before income taxes in 2019.

Inventory Reserves

Inventory represents a significant component of current assets and liabilitiesis stated at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions, including those related to uncollectible accounts receivable, lower of cost or net realizable value using either the first-in, first-out (“FIFO”) or average cost method. To maintain a book value that is the lower of cost or net realizable value, we maintain reserves for excess, slow moving and obsolete inventory. To determine these reserve amounts, we review inventory quantities on hand, future product demand, market conditions, production requirements and technological obsolescence. This review requires us to make judgments regarding potential future outcomes. At December 31, 2019 our inventory reserve was zero due to Fresh Start Accounting and remeasuring our inventory to fair value upon emergence from bankruptcy on December 13, 2019. Refer to Note 3 – Fresh Start Accounting for further details. At December 31, 2018, inventory reserves represented 23% of inventories, equity investments, derivative financial instruments, intangible assetsgross inventory. During 2019, 2018 and goodwill, property, plant2017, we recognized inventory write-off and equipment (“PP&E”), income taxes, percentage-of-completion accounting for long-term contracts, self-insurance, foreign currency exchange rates, pensionother related charges, including excess and post-retirement benefit plans, disputes, litigation, contingenciesobsolete inventory charges totaling $159 million and share-based compensation.$80 million and $540 million, respectively. These charges were largely attributable to the downturn in the oil and gas industry, where certain inventory has been deemed commercially unviable or technologically obsolete considering current and future demand. We basebelieve that our estimates on historical experiencereserves are adequate to properly value excess, slow-moving and on various other assumptions that are believed to be reasonableobsolete inventory under the circumstances, the resultscurrent conditions.

Table of which form the basis for making judgments about the carrying values of assetsContentsCritical Accounting Policies and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.Estimates



Disputes, Litigation and Contingencies


We accrueAs of December 31, 2019, we have accrued an estimate of the probable and estimable cost to resolve certain legal and investigation matters. For matters not deemed probable and reasonably estimable, we have not accrued any amounts in accordance with U.S. GAAP. Our legal department manages all pending or threatened claims and investigations on our behalf. The estimate of the probable costs related to these matters is developed in consultation with internal and outside legal counsel. Our contingent loss estimates are based upon an analysis of potential results, assuming a combination of probable litigation and settlement strategies. The accuracy of these estimates is impacted by the complexity of the associated issues. Whenever possible, we attempt to resolve these matters through settlements, mediation and arbitration proceedings if advantageous to the company. If the actual settlement costs, final judgments or fines differ from our estimates, our future financial results may be adversely affected. For a more comprehensive discussion, see “Note 19 – Disputes, Litigation and Legal Contingencies.”


Cash and Cash EquivalentsLeases


We consider all highly liquid investmentslease certain facilities, land, vehicles, and equipment. Leases with original maturitiesan initial term of three12 months or less to be cash equivalents.

Allowance(“short-term leases”) are not recorded on the balance sheet (including short-term sale leaseback transactions); we recognize lease expense for Doubtful Accounts

We establish an allowance for doubtful accounts based on various factors including historical experience, the current aging status of our customer accounts, the financial condition of our customers and the business and political environment in which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible.

Major Customers and Credit Risk

Substantially all of our customers are engaged in the energy industry. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform on-going credit evaluations of our customers and do not generally require collateral in support of our trade receivables. We maintain allowances for potential credit losses, and actual losses have historically been within our expectations. International sales also present various risks, including risks of war, civil disturbances and governmental activities that may limit or disrupt markets, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property without fair consideration. Most of our international sales are to large international or national oil companies and these sales have resulted in a concentration of receivables from certain national oil companies. As of December 31, 2017, the Eastern Hemisphere accounted for 57% of our net outstanding accounts receivables and the Western Hemisphere accounted for 43% of our net outstanding accounts receivables. As of December 31, 2017, our net outstanding accounts receivable in the U.S. accounted for 19% of our balance and Kuwait accounted for 10% of our balance. No other country accounted for more than 10% of our net outstanding accounts receivables balance. During 2017, 2016 and 2015, no individual customer accounted for more than 10% of our consolidated revenues.

Inventories

We value our inventories at lower of cost or market using either the first-in, first-out (“FIFO”) or average cost method. Cost represents third-party invoice or production cost. Production cost includes material, labor and manufacturing overhead. Work in process and finished goods inventories include the cost of materials, labor and manufacturing overhead. To maintain a book value that is the lower of cost or market, we maintain reserves for excess, slow moving and obsolete inventory. We regularly review inventory quantities on hand and record provisions for excess, slow moving and obsolete inventory. 

Property, Plant and Equipment

We carry our property, plant and equipment, both owned and under capital lease, at cost less accumulated depreciation. The carrying values are based on our estimates and judgments relative to capitalized costs, useful lives and salvage value, where applicable. We expense maintenance and repairs as incurred. We capitalize expenditures for improvements as well as renewals and replacements that extend the useful life of the asset. We depreciate our fixed assetsleases on a straight-line basis over theirthe lease term.

Beginning January 1, 2019, operating right of use (“ROU”) assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating leases in effect prior to January 1, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of January 1, 2019. We determine if an arrangement is classified as a lease at inception of the arrangement. As most of our leases do not provide an implicit rate of return, we use our incremental borrowing rate, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments, which is updated on a quarterly basis. For adoption of Topic 842 we used the December 31, 2018 incremental borrowing rate, for operating leases that commenced prior to December 31, 2018. For certain equipment leases, such as copiers and vehicles, we account for the leases under a portfolio method. Operating lease payments include related options to extend or terminate lease terms that are reasonably certain of being exercised.

Upon emergence from bankruptcy on December 13, 2019, our lease liabilities were remeasured to fair value using the present value of the remaining lease payments as if Weatherford acquired new leases. The remeasurement was based on our incremental borrowing rate as of December 13, 2019. Additionally, the ROU assets were revalued based upon the present value of market-based rent. The remeasurement of our ROU assets was based on the real estate market discount rate as of December 13, 2019.

See “Note 4 – New Accounting Pronouncements” and “Note 12 – Leases” for details on the impact of adoption of the new revenue recognition guidance and our revenue recognition policies.

New Accounting Pronouncements

See “Note 4 – New Accounting Pronouncements” to our Consolidated Financial Statements for additional information.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are currently exposed to market risk from changes in foreign currency and changes in interest rates. From time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk. A discussion of our market risk exposure in these financial instruments follows.
Foreign Currency Exchange Rates and Inflationary Impacts

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, such as Latin America, the Middle East and Southeast Asia, the currency of our primary economic environment is the U.S. dollar, and thus we use the U.S. dollar primarily as our functional currency. In other parts of the world, we conduct our business in currencies other than the U.S. dollar, and the functional currency is the applicable local currency.

Currency devaluation charges are included in current earnings in “Currency Devaluation Charges” on the accompanying Consolidated Statements of Operations. For the year ended December 31, 2018, the Predecessor recognized currency devaluation charges of $49 million primarily related to the devaluation of the Angolan kwanza. For additional details see “Currency Devaluation Charges” sub-heading under“Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


Table of ContentsItem 7A | Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency, Foreign Currency Forward Contracts and Cross-Currency Swaps

Assets and liabilities of entities for which the functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rates in effect at the balance sheet date result in translation adjustments that are reflected in Accumulated Other Comprehensive Loss in the Shareholders’ Deficiency section on our Consolidated Balance Sheets. Foreign currency translation comprehensive loss improved $52 million in 2019 due to emergence from Chapter 11 bankruptcy proceedings and fresh start accounting and worsened $240 million in 2018.

As of December 31, 2019 and 2018, we had outstanding foreign currency forward contracts with total notional amounts aggregating $389 million and $435 million, respectively. These contracts were entered into in order to hedge our net monetary exposure to currency fluctuations in various foreign currencies. The total estimated useful lives, allowing for salvagefair value where applicable.of these contracts and amounts owed associated with closed contracts at December 31, 2019 and 2018, resulted in an immaterial net liability in both periods. These derivative instruments were not designated as hedges, and the changes in fair value of the contracts are recorded each period in current earnings.

Interest Rates

We are subject to interest rate risk on our long-term fixed-interest rate debt and variable-interest rate borrowings. Variable rate debt exposes us to short-term changes in market interest rates. Fixed rate debt exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk that we may need to refinance any maturing debt with new debt at a higher rate. All else being equal, the fair value of our fixed rate debt will increase or decrease inversely to changes in interest rates.
 
Our depreciation expense was $749 million, $896 million and $1.1 billion for the years endedsenior notes outstanding at December 31, 2017, 20162019 and 2015, respectively. 2018, and that were subject to interest rate risk consist of the following:
 Successor  Predecessor
 December 31, 2019  December 31, 2018
(Dollars in millions)
Carrying
Amount
 
Fair
Value
  Carrying Amount 
Fair
Value
11.00% Exit Notes due December 1, 2024$2,097
 $2,252
  $
 $
5.125% Senior Notes due 2020
 
  364
 266
5.875% Exchangeable Senior Notes due 2021 (a)

 
  1,194
 792
7.75% Senior Notes due 2021
 
  743
 571
4.50% Senior Notes due 2022
 
  644
 373
8.25% Senior Notes due 2023
 
  742
 448
9.875% Senior Notes due 2024
 
  781
 486
9.875% Senior Notes due 2025 (b)

 
  588
 363
6.50% Senior Notes due 2036
 
  447
 223
6.80% Senior Notes due 2037
 
  255
 134
7.00% Senior Notes due 2038
 
  456
 241
9.875% Senior Notes due 2039
 
  245
 138
6.75% Senior Notes due 2040
 
  457
 230
5.95% Senior Notes due 2042
 
  369
 190
 Total$2,097
 $2,252
  $7,285
 $4,455
(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 14 – Long-term Debt.”
(b)On February 28, 2018, the Predecessor issued $600 million in aggregate principal amount of our 9.875% senior notes due 2025.
We classify our rig assets as “Rental and Service Equipment” onhad various finance leases $64 million at December 31, 2019 but believe the Consolidated Balance Sheets.


impact of changes in interest rates in the near term will not be material to these instruments. The estimated useful livescarrying value of our short-term borrowings of $3 million at December 31, 2019 approximates their fair value.

Table of ContentsItem 7A | Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Swaps and Derivatives
We manage our debt portfolio to limit our exposure to interest rate volatility and may employ interest rate derivatives as a tool to achieve that goal. The major classesrisks from interest rate derivatives include changes in the interest rates affecting the fair value of PP&Esuch instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions. The counterparties to our interest rate swaps are multinational commercial banks. We continually re-evaluate counterparty creditworthiness and modify our requirements accordingly.

Amounts paid or received upon termination of the interest rate swaps represent the fair value of the agreements at the time of termination. Derivative gains and losses are recognized each period in current earnings or other comprehensive income (loss), depending on whether the derivative is designated as follows:part of a hedge relationship, and if so, the type of hedge.

Forward-Looking Statements
This report contains various statements relating to future financial performance and results, business strategy, plans, goals and objectives, including certain projections, business trends and other statements that are not historical facts. These statements constitute forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “strategy,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements reflect our beliefs and expectations based on current estimates and projections. While we believe these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Furthermore, from time to time, we update the various factors we consider in making our forward-looking statements and the assumptions we use in those statements. However, we undertake no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws. The following sets forth various assumptions we use in our forward-looking statements, as well as risks and uncertainties relating to those statements. Certain of these risks and uncertainties may cause actual results to be materially different from projected results contained in forward-looking statements in this report and in our other disclosures. These risks and uncertainties include, but are not limited to, those described below under “Part I – Item 1A. – Risk Factors” and the following:

the price and price volatility of oil, natural gas and natural gas liquids;
our ability to realize expected revenues and profitability levels from current and future contracts;
our ability to generate cash flow from operations to fund our operations;
global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
global public health threats and pandemics, such as severe influenza, COVID-19 and other highly communicable viruses or diseases;
increases in the prices and lack of availability of our procured products and services;
our ability to timely collect from customers;
our ability to realize cost savings and business enhancements from our revenue and cost improvement efforts;
our ability to attract, motivate and retain employees, including key personnel;
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, improvement efforts and the cost and support reduction plans;
potential non-cash asset impairment charges for long-lived assets, intangible assets or other assets;

adverse weather conditions in certain regions of our operations; and
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.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our other filings with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”). For additional information regarding risks and uncertainties, see our other filings with the SEC.

Table of ContentsForward-Looking Statements


Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE



Goodwill


Goodwill representsTable of Contents

Report of Independent Registered Public Accounting Firm

To the excessShareholders and Board of consideration paid overDirectors
Weatherford International plc:

Opinion on the fair valueConsolidated Financial Statements

We have audited the accompanying consolidated balance sheets of net tangibleWeatherford International plc and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment. We perform an impairment test for goodwill annuallysubsidiaries (the Company) as of OctoberDecember 31, 2019 (Successor) and 2018 (Predecessor), the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the periods from December 14, 2019 to December 31, 2019 (Successor period) and from January 1, or more frequently if indicators of potential impairment exist that would more-likely-than-not reduce the fair value2019 to December 13, 2019 and for each of the reporting unit below its carrying value. We haveyears in the option to assess qualitative factors to determine if it is necessary to performtwo‑year period ended December 31, 2018 (Predecessor periods), and the quantitative steprelated notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the impairment test. If it is not more-likely-than-not thatCompany as of December 31, 2019 and 2018, and the fair valueresults of a reporting unit is less than its carrying value, further testing is not required. If it is more-likely-than-not thatoperations and its cash flows for the fair value of a reporting unit is less than its carrying value, we must perform the quantitative goodwill impairment test. Successor and Predecessor periods, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the optionstandards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 16, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

New Basis of Presentation
As discussed in Notes 2 and 3 to bypass the qualitative assessment at any timeconsolidated financial statements, on September 11, 2019, the United States Bankruptcy Court for the Southern District of Texas entered an order confirming the Company’s plan for reorganization under Chapter 11, which became effective on December 13, 2019. Accordingly, the accompanying consolidated financial statements as of December 31, 2019 and for the Successor period have been prepared in conformity with Accounting Standards Codification 852, Reorganizations, with the Company’s assets, liabilities, and capital structure having carrying amounts not comparable with prior periods.

Change in Accounting Principle
As discussed in Note 4 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the quantitative step. The quantitative stepaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the goodwill impairmentconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test involves a comparisonbasis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the fairconsolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP
We have served as the Company’s auditor since 2013.

Houston, Texas
March 16, 2020



Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Weatherford International plc:

Opinion on Internal Control Over Financial Reporting

We have audited Weatherford International plc and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 (Successor) and 2018 (Predecessor), the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the periods from December 14, 2019 to December 31, 2019 (Successor period) and from January 1, 2019 to December 13, 2019 and for each of the years in the two-year period ended December 31, 2018(Predecessor periods), and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated March 16, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Houston, Texas
March 16, 2020



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
     
 Successor  Predecessor
 Period From  Period From  
 12/14/19  01/01/19 Years Ended
 through  through December 31,
(Dollars and shares in millions, except per share amounts)12/31/19  12/13/19 2018 2017
Revenues:        
Products$111
  $1,819
 $2,051
 $2,116
Services150
  3,135
 3,693
 3,583
Total Revenues261
  4,954
 5,744
 5,699
         
Costs and Expenses:        
Cost of Products100
  1,685
 1,887
 2,142
Cost of Services108
  2,168
 2,627
 2,747
Research and Development7
  136
 139
 158
Selling, General and Administrative Attributable to Segments40
  777
 764
 904
Corporate General and Administrative5
  118
 130
 130
Goodwill Impairment
  730
 1,917
 
Long-Lived Asset Impairments, Write-Downs and Other
  374
 238
 1,701
Restructuring Charges
  189
 126
 183
Prepetition Charges
  86
 
 
Gain on Sale of Operational Assets
  (15) 
 
Gain on Sale of Businesses, Net
  (112) 
 (96)
Total Costs and Expenses260
  6,136
 7,828
 7,869
         
Operating Income (Loss)1
  (1,182) (2,084) (2,170)
         
Other Income (Expense):        
Reorganization Items(4)  5,389
 
 
Interest Expense, Net(12)  (362) (614) (579)
Warrant Fair Value Adjustment
  
 70
 86
Bond Tender and Call Premium
  
 (34) 
Currency Devaluation Charges
  
 (49) 
Other Income (Expense), Net
  (26) (46) 7
         
Income (Loss) Before Income Taxes(15)  3,819
 (2,757) (2,656)
Income Tax (Provision)(9)  (135) (34) (137)
Net Income (Loss)(24)  3,684
 (2,791) (2,793)
Net Income Attributable to Noncontrolling Interests2
  23
 20
 20
Net Income (Loss) Attributable to Weatherford$(26)  $3,661
 $(2,811) $(2,813)
         
Income (Loss) Per Share Attributable to Weatherford:        
Basic and Diluted$(0.37)  $3.65
 $(2.82) $(2.84)
         
Weighted Average Shares Outstanding:        
Basic & Diluted70
  1,004
 997
 990
The accompanying notes are an integral part of these consolidated financial statements.


WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
         
 Successor  Predecessor
 Period From  Period From    
 12/14/19  01/01/19 Years Ended
 through  through December 31,
(Dollars in millions)12/31/19  12/13/19 2018 2017
Net Income (Loss)$(24)  $3,684
 $(2,791) $(2,793)
Foreign Currency Translation7
  52
 (240) 130
Defined Benefit Pension Activity2
  (11) 12
 (39)
Interest Rate Derivative Loss
  8
 
 
Other
  
 1
 
Other Comprehensive Income (Loss)9
  49
 (227) 91
Comprehensive Income (Loss)(15)  3,733
 (3,018) (2,702)
Comprehensive Income Attributable to Noncontrolling Interests2
  23
 20
 20
Comprehensive Income (Loss) Attributable to Weatherford$(17)  $3,710
 $(3,038) $(2,722)

































The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 56



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
     
 Successor  Predecessor
 December 31,  December 31,
(Dollars and shares in millions, except par value)2019  2018
Assets:    
Cash and Cash Equivalents$618
  $602
Restricted Cash182
  
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $0 at December 31, 2019 and $123 at December 31, 20181,241
  1,130
Inventories, Net972
  1,025
Other Current Assets440
  693
Total Current Assets3,453
  3,450
     
Property, Plant and Equipment, Net of Accumulated Depreciation of $25 at December 31, 2019 and $5,786 at December 31, 20182,122
  2,086
Goodwill239
  713
Intangible Assets, Net of Accumulated Amortization of $9 at December 31, 2019 and $743 at December 31, 20181,114
  213
Other Non-current Assets365
  139
Total Assets$7,293
  $6,601
     
Liabilities:    
Short-term Borrowings and Current Portion of Long-term Debt$13
  $383
Accounts Payable585
  732
Accrued Salaries and Benefits270
  249
Income Taxes Payable205
  214
Other Current Liabilities599
  722
Total Current Liabilities1,672
  2,300
     
Long-term Debt2,151
  7,605
Other Non-current Liabilities554
  362
Total Liabilities4,377
  10,267
     
Shareholders’ Equity (Deficiency):    
Predecessor Ordinary Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 1,002 shares at December 31, 2018
  1
Successor Ordinary Shares - Par value $0.001; Authorized 1,356, Issued and Outstanding 70 at December 31, 2019
  
Predecessor Capital in Excess of Par Value
  6,711
Successor Capital in Excess of Par Value2,897
  
Retained Earnings (Deficit)(26)  (8,671)
Accumulated Other Comprehensive Income (Loss)9
  (1,746)
Weatherford Shareholders’ Equity (Deficiency)2,880
  (3,705)
Noncontrolling Interests36
  39
Total Shareholders’ Equity (Deficiency)2,916
  (3,666)
Total Liabilities and Shareholders’ Equity (Deficiency)$7,293
  $6,601



The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 57



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
            
(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, 2016 (Predecessor)$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 (Predecessor)$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)
  Adoption of Intra-Entity Transfers of
  Assets Other Than Inventory and
  Revenue from Contracts with
  Customers

 
 (97) 
 
 (97)
  Equity Awards Granted, Vested and
  Exercised

 52
 
 
 
 52
  Other
 4
 
 
 (20) (16)
Balance at December 31, 2018 (Predecessor)$1
 $6,711
 $(8,671) $(1,746) $39
 $(3,666)
  Net Income (Loss)
 
 3,661
 
 23
 3,684
  Other Comprehensive Income
 
 
 49
 
 49
  Dividends Paid to Noncontrolling
  Interests

 
 
 
 (22) (22)
   Equity Awards Granted, Vested and
   Exercised

 22
 
 
 
 22
   Equity Awards Vested and Cancelled
   in Connection With the Plan

 24
 
 
 
 24
  Other Activity
 
 
 
 2
 2
  Elimination of Predecessor Equity
Balances
(1) (6,757) 5,010
 1,697
 
 (51)
  Issuance of New Ordinary Shares in
  Connection with the Plan to Creditors

 2,837
 
 
 
 2,837
  Issuance of New Ordinary Shares to
  Prior Shareholders

 29
 
 
 
 29
  Equity Value of Warrants
 31
 
 
 
 31
  Fresh Start Adjustment to NCI
 
 
 
 (8) (8)
Balance at December 13, 2019 (Successor)$
 $2,897
 $
 $
 $34
 $2,931
  Net Income (Loss)
 
 (26) 
 2
 (24)
  Other Comprehensive Income
 
 
 9
 
 9
Balance at December 31, 2019 (Successor)$
 $2,897
 $(26) $9
 $36
 $2,916
The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 58



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
         
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Cash Flows From Operating Activities:        
Net Income (Loss)$(24)  $3,684
 $(2,791) $(2,793)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:        
Depreciation and Amortization34
  447
 556
 801
Goodwill Impairment
  730
 1,917
 
Gain on Settlement of Liabilities Subject to Compromise
  (4,297) 
 
Reorganization Items
  (1,161) 
 
Long-Lived Asset Impairments
  20
 151
 928
Venezuelan Receivables Write-Down
  
 
 230
Inventory Write-off and Other Related Charges
  159
 80
 540
Asset Write-Downs and Other Charges
  91
 89
 38
Employee Share-Based Compensation Expense
  46
 47
 70
Currency Devaluation Charges
  
 49
 
Bond Tender Premium
  
 34
 
Gain on Sale Businesses, Net
  (112) 
 (96)
Deferred Income Tax Provision (Benefit)
  25
 (79) (25)
Warrant Fair Value Adjustment
  
 (70) (86)
Defined Benefit Pension Plan Gains
  
 
 (47)
Other, Net3
  12
 (35) 145
Change in Operating Assets and Liabilities, Net:        
Accounts Receivable36
  (135) (70) (29)
Inventories18
  (215) 86
 (37)
Accounts Payable(79)  (72) (90) (2)
Other Assets and Liabilities, Net73
  31
 (116) (25)
Net Cash Provided by (Used in) Operating Activities$61
  $(747)
$(242)
$(388)
         
The accompanying notes are an integral part of these consolidated financial statements.
 


Weatherford International plc – 2019 Form 10-K | 59



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
     
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Cash Flows From Investing Activities:        
Capital Expenditures for Property, Plant and Equipment$(20)  $(250) $(186) $(225)
Acquisition of Assets Held for Sale
  
 (31) (244)
Acquisitions of Businesses, Net of Cash Acquired
  
 4
 (7)
Acquisition of Intangible Assets(1)  (13) (28) (15)
Proceeds (Payment) from Disposition of Businesses and Investments7
  328
 257
 429
Proceeds from Disposition of Assets
  84
 106
 51
Other Investing Activities
  
 
 (51)
Net Cash Provided by (Used in) Investing Activities$(14)  $149
 $122
 $(62)
         
Cash Flows From Financing Activities:        
Borrowings of Long-term Debt$
  $1,600
 $586
 $250
Borrowings on Debtor in Possession (“DIP”) Credit Agreement
  1,529
 
 
Repayment on DIP Credit Agreement upon Emergence
  (1,529) 
 
Repayments of Long-term Debt(1)  (318) (502) (69)
Borrowings (Repayments) of Short-term Debt, Net(1)  (347) 158
 (128)
DIP Financing Fees and Payments on Backstop Agreement
  (137) 
 
Bond Tender Premium
  
 (34) 
Other Financing Activities, Net
  (49) (40) (33)
Net Cash Provided by (Used in) Financing Activities$(2)  $749
 $168
 $20
Effect of Exchange Rate Changes on Cash and Cash Equivalents1
  1
 (59) 6
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash46
  152
 (11) (424)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period754
  602
 613
 1,037
Cash, Cash Equivalents and Restricted Cash at End of Period$800
  $754
 $602
 $613
         
Supplemental Cash Flow Information        
Interest Paid$
  $272
 $584
 $538
Income Taxes Paid, Net of Refunds$2
  $89
 $99
 $87
Non-Cash Financing Obligations$
  $19
 $23
 $24






The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 60


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies
Organization and Nature of Operations
Weatherford International plc (“Weatherford Ireland”), an Irish public limited company, together with its subsidiaries (“Weatherford,” the “Company,” “we,” “us” and “our”), is a multinational oilfield service company. Weatherford is one of the world’s leading providers of equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. We operate in approximately 80 countries, which are located in virtually all of the major oil and natural gas producing regions in the world. Many of our businesses, including those of our predecessor companies, have been operating for more than 50 years.

The authorized share capital of Weatherford includes 1.356 billion ordinary shares with a par value of each$0.001 per share. While our ordinary shares remain registered on the New York Stock Exchange (the “NYSE”), the NYSE suspended trading in our ordinary shares in May 2019 and our appeal of that suspension is pending. Since our reporting units with their carrying values. Ifemergence from bankruptcy, our ordinary shares have been quoted on the carrying value of a reporting unit’s goodwill were to exceed its fair value, goodwill impairment is recognized asOTC Pink Marketplace under the difference to the extent of the goodwill balance.symbol “WFTLF”.


Intangible Assets

Our intangible assets, excluding goodwill, are acquired technology, licenses, patents, customer relationships and other identifiable intangible assets. Intangible assets are amortized on a straight-line basis over their estimated economic lives generally ranging from two to 20 years, except for intangible assets with indefinite lives, which are not amortized. As many areas of our business rely on patents and proprietary technology, we seek patent protection both inside and outside the U.S. for products and methods that appear to have commercial significance. We capitalize patent defense costs when we determine that a successful defense is probable.

Long-Lived Assets

Long-lived assets, which include PP&E and definite-lived intangibles, comprise a significant amount of our assets. We initially recordmust make estimates about the expected useful lives of the assets. The value of the long-lived assets is then amortized over its expected useful life. A change in the estimated useful lives of our long-lived assets at cost,would have an impact on our results of operations. We estimate the useful lives of our long-lived asset groups as follows:
Estimated Useful Lives
Buildings and Leasehold Improvements
10 – 40 years or lease term
Rental and Service Equipment2 – 15 years (3 – 10 years for assets added after emergence)
Machinery and Other2 – 12 years
Intangible Assets2 – 20 years

In estimating the useful lives of our property, plant and reviewequipment, we rely primarily on our actual experience with the same or similar assets. The useful lives of our intangible assets are determined by the years over which we expect the assets to generate a regular basisbenefit based on legal, contractual or regulatory terms.
Long-lived assets to be held and used by us are reviewed to determine whether any events or changes in circumstances indicate that we may not be able to recover the carrying amount of the assets may not be recoverable.asset. Factors that might indicate a potential impairmentlong-lived asset may not be recoverable may include, but are not limited to, significant decreases in the market value of the long-lived asset, a significant change in the long-lived asset’s physical condition, the introduction of competing technologies, legal challenges, a reduction in the utilization rate of the assets, a change in industry conditions, or a reduction in cash flows driven by pricing pressure as a result of oversupply associated with the use of the long-lived asset. If these or other factors exist that indicate the carrying amount of the asset may not be recoverable, we determine whether an impairment has occurred through analysisthe use of an undiscounted cash flow analysis. The undiscounted cash flow analysis consists of estimating the future cash flows that are directly associated with, and are expected to arise from, the use and eventual disposition of the asset atover its remaining useful life. These cash flows are inherently subjective and require estimates based upon historical experience and future expectations. If the lowest level that has an identifiableundiscounted cash flow. If anflows do not exceed the carrying value of the long-lived asset, the asset is not recoverable and impairment has occurred, we recognize a loss foris recognized to the difference betweenextent the carrying amount andexceeds the estimated fair value of the asset. We estimate theThe fair value of the asset is measured using market prices, when available or in the absence of market prices, is based on an estimate of discounted cash flows or replacement cost.flows. Cash flows are generally discounted usingat an interest rate commensurate with aour weighted average cost of capital for a similar asset.


ResearchTable of ContentsCritical Accounting Policies and Development ExpendituresEstimates


Research
Assets are grouped at the lowest level at which cash flows are identifiable and development expenditures are expensedindependent. We generally group operating assets by product line of the respective region. We have long-lived assets, such as incurred.

Environmental Expenditures

Environmental expenditures that relate to the remediation of an existing condition causedfacilities, utilized by past operations andmultiple operating divisions that do not contribute to future revenues are expensed. Liabilitieshave identifiable cash flows and impairment testing for these expenditures are recorded when itlong-lived assets is probable that obligations have been incurred and costs can be reasonably estimated. Estimates are based on available facts and technology, enacted laws and regulations and our prior experience in remediation of contaminated sites.the consolidated entity.


Derivative Financial Instruments


We record derivative instruments onrecognized long-lived asset impairments of $20 million for the balance sheet at theirPredecessor Period ended December 13, 2019 to write-down our assets to the lower of carrying amount or fair value as eitherless cost to sell for our land drilling rigs. We had asset write-downs of $91 million for assets where there was low or liabilities. Changesno demand.

The long-lived asset impairments in 2019 were primarily related to our Western Hemisphere segment totaling $13 million and Eastern Hemisphere totaling $7 million. During the second quarter of 2019, we reclassified our remaining land drilling rigs assets back into held for use. The 2019 impairments were due to the sustained downturn in the oil and gas industry that resulted in us having to reassess our disposal groups for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. The Level 3 fair values of the long-lived assets were determined using a combination of the market and income approach. The market approach considered market sales values for similar assets. The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks. See “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in the impairment calculation.

During 2018, we recognized long-lived asset impairments of derivatives are recorded each period$151 million, of which $141 million ($43 million in current earningsour Western Hemisphere segment and $98 million in our Eastern Hemisphere segment) was to write-down our land drilling rigs assets to the lower of carrying amount or other comprehensive income (loss), depending on whetherfair value less cost to sell and the derivativeremaining $10 million ($3 million was in our Western Hemisphere and $7 million is designated as partin our Eastern Hemisphere segment) of charges were for land drilling rigs assets charges not in held for sale. See “Note 7 – Business Combinations and Divestitures” for more details. The 2018 impairments were due to the sustained downturn in the oil and gas industry that resulted a hedge relationship, and if so, the typereassessment of hedge.

Foreign Currency

Results of operationsour disposal groups for our foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates, and the resulting translation adjustments are included in Accumulated Other Comprehensive Loss, a component of shareholders’ (deficiency) equity.

For our subsidiaries that have a functional currency that differs from the currency of their balances and transactions, inventories, PP&E and other non-monetary assets and liabilities, together with their related elements of expense or income, are remeasured into the functional currency using historical exchange rates. All monetary assets and liabilities are remeasured into the functional currency at current exchange rates. All revenues and expenses are translated into the functional currency at average exchange rates. Remeasurement gains and losses for these subsidiaries are recognizedland drilling rigs. The change in our resultsexpectations of operations during the period incurred. We record net foreign currency gains and losses on foreign currency derivatives (seemarket’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. See “Note 15 – Derivative Instruments”)Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in “Other Income (Expense)the impairment calculation.

In the fourth quarter of 2017, we recognized long-lived asset impairment charges of $928 million, Net”of which $923 million was related to PP&E impairments and $5 million was related to the impairment of intangible assets. The fourth quarter 2017 PP&E impairment charges were primarily in our Eastern Hemisphere segment in the amount of $740 million related 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, PP&E impairment charges related to our product lines of $135 million in the Western Hemisphere segment and $37 million in the Eastern Hemisphere segment. In addition, we recognized $11 million of long-lived impairment charges related to Corporate assets.

The long-lived assets impairment charges were due to the prolonged downturn in the oil and gas industry, whose recovery in the third quarter was not as strong as expected and whose recovery in the fourth quarter of 2017 was slower than we had previously been anticipated. The change in the expectations of the market’s recovery, in addition to successive negative operating cash flows in certain asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives.

The decline and its impact on demand represent a significant adverse change in the business climate and an indication that some of our long-lived assets may not be recoverable. Based on the accompanying Consolidated Statementsimpairment indicators noted we performed an analysis of Operations. Devaluationour long-lived assets in 2019, 2018 and 2017 and recorded long-lived and other asset impairment charges on foreign currencies are reportedto adjust to fair value. See “Note 9 – Long-Lived Asset Impairments and Asset Write-Downs” for additional information regarding the long-lived assets impairment.

Management cannot predict the occurrence of future impairment-triggering events, so we continue to assess whether indicators of impairment to long-lived assets exist due to the current business conditions in “Currency Devaluation Charges” on the accompanying Consolidated Statements of Operations..oilfield services industry.


At December 31, 2017 our net monetary asset position denominated in Angolan kwanza was approximately $99 million. 

Share-Based Compensation

We account for all share-based payment awards, including shares issued under employee stock purchase plans, stock options, restricted shares, restricted share units and performance units by measuring these awards at the date of grant and recognizing the grant date fair value as an expense, net of expected forfeitures, over the service period, which is usually the vesting period.

Income Taxes

Income taxes have been provided based uponWe take into account the differences between the financial statement treatment and tax laws and rates in the countries in which our operations are conducted and income is earned.treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance for deferredDeferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

Table of ContentsCritical Accounting Policies and Estimates

to be recovered or settled. The effect of a change in tax rates is recorded when it is more likely than notrecognized as income or expense in the period that some or allincludes the enactment date. In 2019, the income tax provision was $9 million in the Successor Period and $135 million during the Predecessor Period as compared to a tax provision of $34 million in 2018 and $137 million in 2017, respectively, which resulted in an effective tax rate of (60)%, 3%, (1)% and (5)%, respectively. Our 2019 effective tax rate was driven by tax expense due to profits in certain jurisdictions, deemed profit countries, withholding taxes on intercompany and third-party transactions, and the benefit fromtax impact of Fresh Start accounting.
We recognize the deferred tax asset will not be realized. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largestamount that is more likely than not to be sustained upon examination by the relevant taxing authority.


Revenue RecognitionWe operate in over 80 countries through hundreds of legal entities. As a result, we are subject to numerous tax laws in the jurisdictions, and tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions in which we operate are taxed on various bases: income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), withholding taxes based on revenue, and other alternative minimum taxes. The calculation of our tax liabilities involves consideration of uncertainties in the application and interpretation of complex tax regulations in a multitude of jurisdictions across our global operations. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. As of December 31, 2019, we had recorded reserves for uncertain tax positions of $214 million, excluding accrued interest and penalties of $77 million. The tax liabilities are reflected net of realized tax loss carryforwards. We adjust these reserves upon specific events; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is different from our current estimate of the tax liabilities.


RevenueIf our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when the contingency has been resolved and the liabilities are no longer necessary. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.
Valuation Allowance for Deferred Tax Assets
We record a valuation allowance to reduce the carrying value of our deferred tax assets when it is recognized whenmore likely than not that a portion or all of the following criteriadeferred tax assets will expire before realization of the benefit. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character and in the related jurisdiction in the future. In evaluating our ability to recover our deferred tax assets, we consider the available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment.

We have been met: (1) evidenceconsidered various tax planning strategies that we would implement, if necessary, to enable the realization of an arrangement exists; (2) deliveryour deferred tax assets; however, when the likelihood of the realization of existing deferred tax assets changes, adjustments to the valuation allowance are charged to our income tax provision in the period in which the determination is made.

As of December 31, 2019, our deferred tax assets were $1.3 billion before a related valuation allowance of $1.2 billion. As of December 31, 2018, our deferred tax assets were $1.8 billion before a related valuation allowance of $1.7 billion. The deferred tax assets were also offset by deferred tax liabilities of $121 million and acceptance$124 million as of December 31, 2019 and 2018, respectively. The decrease in the valuation allowance from 2018 to 2019 was primarily driven by the customer has occurred; (3)tax impact of the pricegain on Settlement of Liabilities Subject to Compromise and Fresh Start Accounting, which included the customerreduction of our U.S. unbenefited net operating losses carryforward under the operative tax statute and applicable regulations offset by the release of the valuation allowance.


Table of ContentsCritical Accounting Policies and Estimates

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts in order to record accounts receivable at their net realizable value. Significant judgment is fixed or determinable;involved in recognizing this allowance. The determination of the collectability requires us to use estimates and (4)make judgments regarding future events and trends, including monitoring our customers’ payment history and current creditworthiness to determine that collectability is reasonably assured.

Our servicesassured, as well as consideration of the overall business and products are generally sold based upon purchase orders, contracts or other persuasive evidence of an arrangement withpolitical climate in which our customers operate. Provisions for doubtful accounts are recorded when it becomes evident that include fixedcustomer accounts are uncollectible. The allowance in “Accounts Receivable, Net of Allowance for Uncollectible Account” was zero as of December 31, 2019 due to Fresh Start Accounting. For the year ended December 31, 2018, the allowance for accounts receivable was $123 million, or determinable prices but do not generally include right10%, over total gross accounts receivable.

In the 2019 Predecessor Period, and the years ended December 31, 2018 and 2017, we recognized bad debt expense of return provisions or other significant post-delivery obligations. Our products are produced in a standard manufacturing operation, even if produced to our customer’s specifications. Revenue is recognized for products upon delivery$4 million, $5 million and when the customers assume the risks and rewards of ownership. Revenue is recognized for services when they are rendered. Both contract drilling and pipeline service revenue is contractual by nature and generally governed by day-rate based contracts. We recognize revenue for day-rate contracts as the services are rendered.$238 million, respectively.

Up-front payments for preparation and mobilization of equipment and personnel in connection with new drilling contracts are deferred along with any related incremental costs incurred directly related to preparation and mobilization. The deferred revenue and costs are recognized over the primary contract term using the straight-line method. Costs of relocating equipment without

contracts are expensed as incurred. Demobilization fees received are recognized, along with any related expenses, upon completion of contracts.

We incur rebillable expenses including shipping and handling, third-party inspection and repairs, and customs costs and duties. We recognize the revenue associated with these rebillable expenses when reimbursed by customers as Product Revenues and all related costs as Cost of Products in the accompanying Consolidated Statements of Operations.

Revenue Recognition – Venezuela


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 connection with this development, we corrected this immaterial error for the three and six month periods ended June 30, 2017. The impact of the correction decreased revenue and increased interest income by approximately $31 million and $4 million, respectively, for the three month period ended June 30, 2017 and reduced accounts receivable by approximately $27 million as of June 30, 2017. To reflect the impact of payment delays and expectation that the time to collect may exceed one year, we reclassified $158 million ofnet accounts receivable for this customer to Other Non-Current Assets on the accompanying Consolidated Balance Sheets.

as a net long-term receivable. In the fourth quarter of 2017, we changed the accounting for revenue with substantially all of our customers in Venezuela to cash basis due to the downgrade of the country’s bonds by certain credit agencies, continued significant political and economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S. government. In connection with this development, we recorded a charge equal to a full allowance onof $230 million fully reserving our accounts receivable for revenue earned prior to September 30, 2017 in Other Non-Current Assets and Accounts Receivable, Net of Allowance for Uncollectible Accountreceivables for these customers in Venezuela. The impact of the chargelong-term allowance related to our primary customer in Venezuela was approximately $230zero and $171 million for the three month period ended December 31, 2017 and reduced Other Non-Current Assets and Accounts Receivable, Net of Allowance for Uncollectible Accounts on the accompanying Condensed Consolidated Balance Sheets by approximately $158 million and $72 million, respectively, as of December 31, 2017.2019 and December 31, 2018.


We will continuebelieve that our allowance for doubtful accounts is adequate to monitor our Venezuelan operations and will actively pursue collectioncover bad debt losses under current conditions. However, uncertainties regarding changes in the financial condition of our outstanding invoices.customers, either adverse or positive, could impact the amount and timing of any additional provisions for doubtful accounts that may be required. A 5% change in the current allowance for doubtful accounts would have had an immaterial impact on loss before income taxes in 2019.


Percentage-of-CompletionInventory Reserves


Revenue from certain long-term construction type contractsInventory represents a significant component of current assets and is reported basedstated at the lower of cost or net realizable value using either the first-in, first-out (“FIFO”) or average cost method. To maintain a book value that is the lower of cost or net realizable value, we maintain reserves for excess, slow moving and obsolete inventory. To determine these reserve amounts, we review inventory quantities on the percentage-of-completion method of accounting.hand, future product demand, market conditions, production requirements and technological obsolescence. This method of accountingreview requires us to calculate contract profitmake judgments regarding potential future outcomes. At December 31, 2019 our inventory reserve was zero due to beFresh Start Accounting and remeasuring our inventory to fair value upon emergence from bankruptcy on December 13, 2019. Refer to Note 3 – Fresh Start Accounting for further details. At December 31, 2018, inventory reserves represented 23% of gross inventory. During 2019, 2018 and 2017, we recognized in each reporting period for each contract based upon our projections of future outcomes, which include:

estimates of the available revenue under the contracts;
estimates of the total cost to complete the project;
estimates of project schedule and completion date;
estimates of the extent of progress toward completion; and
change order amounts or claims included in revenue.

Measurements of progress are based on costs incurred to date as a percentage of total estimated costs or output related to physical progress. At the outset of each contract, we prepare a detailed analysis of our estimated cost to complete the project. Risks related to service delivery, usage, productivityinventory write-off and other factors are consideredrelated charges, including excess and obsolete inventory charges totaling $159 million and $80 million and $540 million, respectively. These charges were largely attributable to the downturn in the estimation process.oil and gas industry, where certain inventory has been deemed commercially unviable or technologically obsolete considering current and future demand. We periodically evaluate the estimated costs, claims, change ordersbelieve that our reserves are adequate to properly value excess, slow-moving and percentage-of-completion at the contract level. The recordingobsolete inventory under current conditions.

Table of profitsContentsCritical Accounting Policies and losses on long-term contracts requiresEstimates

Disputes, Litigation and Contingencies

As of December 31, 2019, we have accrued an estimate of the total profitprobable and estimable cost to resolve certain legal and investigation matters. For matters not deemed probable and reasonably estimable, we have not accrued any amounts in accordance with U.S. GAAP. Our legal department manages all pending or threatened claims and investigations on our behalf. The estimate of the probable costs related to these matters is developed in consultation with internal and outside legal counsel. Our contingent loss estimates are based upon an analysis of potential results, assuming a combination of probable litigation and settlement strategies. The accuracy of these estimates is impacted by the complexity of the issues. Whenever possible, we attempt to resolve these matters through settlements, mediation and arbitration proceedings if advantageous to the company. If the actual settlement costs, final judgments or fines differ from our estimates, our future financial results may be adversely affected. For a more comprehensive discussion, see “Note 19 – Disputes, Litigation and Legal Contingencies.”

Leases

We lease certain facilities, land, vehicles, and equipment. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet (including short-term sale leaseback transactions); we recognize lease expense for these leases on a straight-line basis over the lifelease term.

Beginning January 1, 2019, operating right of each contract. This estimate requires considerationuse (“ROU”) assets and operating lease liabilities are recognized based on the present value of total contractlease payments over the lease term at commencement date. Operating leases in effect prior to January 1, 2019 were recognized at the present value change ordersof the remaining payments on the remaining lease term as of January 1, 2019. We determine if an arrangement is classified as a lease at inception of the arrangement. As most of our leases do not provide an implicit rate of return, we use our incremental borrowing rate, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments, which is updated on a quarterly basis. For adoption of Topic 842 we used the December 31, 2018 incremental borrowing rate, for operating leases that commenced prior to December 31, 2018. For certain equipment leases, such as copiers and claims, less costs incurred and estimated costsvehicles, we account for the leases under a portfolio method. Operating lease payments include related options to complete. Anticipated lossesextend or terminate lease terms that are reasonably certain of being exercised.

Upon emergence from bankruptcy on contracts are recorded in full inDecember 13, 2019, our lease liabilities were remeasured to fair value using the period in which they become evident. Profits are recordedpresent value of the remaining lease payments as if Weatherford acquired new leases. The remeasurement was based on our incremental borrowing rate as of December 13, 2019. Additionally, the ROU assets were revalued based upon the total estimated contract profit multiplied by the current estimated percentage complete for the contract. There are many factors that impact future costs, including but not limited to weather, inflation, customer activity levels and budgeting constraints, labor and community disruptions, timely availabilitypresent value of materials, productivity and other factors.


Earnings per Share

Basic earnings per share for all periods presented equals net income divided by the weighted average numbermarket-based rent. The remeasurement of our shares outstanding duringROU assets was based on the period including participating securities. Diluted earnings per share is computed by dividing net income byreal estate market discount rate as of December 13, 2019.

See “Note 4 – New Accounting Pronouncements” and “Note 12 – Leases” for details on the weighted average numberimpact of adoption of the new revenue recognition guidance and our shares outstanding during the period including participating securities, adjusted for the dilutive effect of our stock options, restricted shares and performance units.revenue recognition policies.


Unvested share-based payment awards and other instruments issued by the Company that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and are included in the computation of earnings per share following the two-class method. Accordingly, we include our restricted share awards (“RSA”) and the outstanding warrant, which contain the right to receive dividends, in the computation of both basic and diluted earnings per share when diluted.

New Accounting Pronouncements


See “Note 4 – New Accounting ChangesPronouncements” to our Consolidated Financial Statements for additional information.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are currently exposed to market risk from changes in foreign currency and changes in interest rates. From time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk. A discussion of our market risk exposure in these financial instruments follows.
Foreign Currency Exchange Rates and Inflationary Impacts

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, such as Latin America, the Middle East and Southeast Asia, the currency of our primary economic environment is the U.S. dollar, and thus we use the U.S. dollar primarily as our functional currency. In other parts of the world, we conduct our business in currencies other than the U.S. dollar, and the functional currency is the applicable local currency.

Currency devaluation charges are included in current earnings in “Currency Devaluation Charges” on the accompanying Consolidated Statements of Operations. For the year ended December 31, 2018, the Predecessor recognized currency devaluation charges of $49 million primarily related to the devaluation of the Angolan kwanza. For additional details see “Currency Devaluation Charges” sub-heading under“Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


Table of ContentsItem 7A | Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency, Foreign Currency Forward Contracts and Cross-Currency Swaps

Assets and liabilities of entities for which the functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rates in effect at the balance sheet date result in translation adjustments that are reflected in Accumulated Other Comprehensive Loss in the Shareholders’ Deficiency section on our Consolidated Balance Sheets. Foreign currency translation comprehensive loss improved $52 million in 2019 due to emergence from Chapter 11 bankruptcy proceedings and fresh start accounting and worsened $240 million in 2018.

As of December 31, 2019 and 2018, we had outstanding foreign currency forward contracts with total notional amounts aggregating $389 million and $435 million, respectively. These contracts were entered into in order to hedge our net monetary exposure to currency fluctuations in various foreign currencies. The total estimated fair value of these contracts and amounts owed associated with closed contracts at December 31, 2019 and 2018, resulted in an immaterial net liability in both periods. These derivative instruments were not designated as hedges, and the changes in fair value of the contracts are recorded each period in current earnings.

Interest Rates

We are subject to interest rate risk on our long-term fixed-interest rate debt and variable-interest rate borrowings. Variable rate debt exposes us to short-term changes in market interest rates. Fixed rate debt exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk that we may need to refinance any maturing debt with new debt at a higher rate. All else being equal, the fair value of our fixed rate debt will increase or decrease inversely to changes in interest rates.
Our senior notes outstanding at December 31, 2019 and 2018, and that were subject to interest rate risk consist of the following:
 Successor  Predecessor
 December 31, 2019  December 31, 2018
(Dollars in millions)
Carrying
Amount
 
Fair
Value
  Carrying Amount 
Fair
Value
11.00% Exit Notes due December 1, 2024$2,097
 $2,252
  $
 $
5.125% Senior Notes due 2020
 
  364
 266
5.875% Exchangeable Senior Notes due 2021 (a)

 
  1,194
 792
7.75% Senior Notes due 2021
 
  743
 571
4.50% Senior Notes due 2022
 
  644
 373
8.25% Senior Notes due 2023
 
  742
 448
9.875% Senior Notes due 2024
 
  781
 486
9.875% Senior Notes due 2025 (b)

 
  588
 363
6.50% Senior Notes due 2036
 
  447
 223
6.80% Senior Notes due 2037
 
  255
 134
7.00% Senior Notes due 2038
 
  456
 241
9.875% Senior Notes due 2039
 
  245
 138
6.75% Senior Notes due 2040
 
  457
 230
5.95% Senior Notes due 2042
 
  369
 190
 Total$2,097
 $2,252
  $7,285
 $4,455
(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 14 – Long-term Debt.”
(b)On February 28, 2018, the Predecessor issued $600 million in aggregate principal amount of our 9.875% senior notes due 2025.
We had various finance leases $64 million at December 31, 2019 but believe the impact of changes in interest rates in the near term will not be material to these instruments. The carrying value of our short-term borrowings of $3 million at December 31, 2019 approximates their fair value.

Table of ContentsItem 7A | Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Swaps and Derivatives
We manage our debt portfolio to limit our exposure to interest rate volatility and may employ interest rate derivatives as a tool to achieve that goal. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions. The counterparties to our interest rate swaps are multinational commercial banks. We continually re-evaluate counterparty creditworthiness and modify our requirements accordingly.

Amounts paid or received upon termination of the interest rate swaps represent the fair value of the agreements at the time of termination. Derivative gains and losses are recognized each period in current earnings or other comprehensive income (loss), depending on whether the derivative is designated as part of a hedge relationship, and if so, the type of hedge.

Forward-Looking Statements
This report contains various statements relating to future financial performance and results, business strategy, plans, goals and objectives, including certain projections, business trends and other statements that are not historical facts. These statements constitute forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “strategy,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements reflect our beliefs and expectations based on current estimates and projections. While we believe these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Furthermore, from time to time, we update the various factors we consider in making our forward-looking statements and the assumptions we use in those statements. However, we undertake no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws. The following sets forth various assumptions we use in our forward-looking statements, as well as risks and uncertainties relating to those statements. Certain of these risks and uncertainties may cause actual results to be materially different from projected results contained in forward-looking statements in this report and in our other disclosures. These risks and uncertainties include, but are not limited to, those described below under “Part I – Item 1A. – Risk Factors” and the following:

the price and price volatility of oil, natural gas and natural gas liquids;
our ability to realize expected revenues and profitability levels from current and future contracts;
our ability to generate cash flow from operations to fund our operations;
global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
global public health threats and pandemics, such as severe influenza, COVID-19 and other highly communicable viruses or diseases;
increases in the prices and lack of availability of our procured products and services;
our ability to timely collect from customers;
our ability to realize cost savings and business enhancements from our revenue and cost improvement efforts;
our ability to attract, motivate and retain employees, including key personnel;
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, improvement efforts and the cost and support reduction plans;
potential non-cash asset impairment charges for long-lived assets, intangible assets or other assets;

adverse weather conditions in certain regions of our operations; and
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.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our other filings with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”). For additional information regarding risks and uncertainties, see our other filings with the SEC.

Table of ContentsForward-Looking Statements


Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE




Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Weatherford International plc:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Weatherford International plc and subsidiaries (the Company) as of December 31, 2019 (Successor) and 2018 (Predecessor), the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the periods from December 14, 2019 to December 31, 2019 (Successor period) and from January 1, 2019 to December 13, 2019 and for each of the years in the two‑year period ended December 31, 2018 (Predecessor periods), and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the Successor and Predecessor periods, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 16, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

New Basis of Presentation
As discussed in Notes 2 and 3 to the consolidated financial statements, on September 11, 2019, the United States Bankruptcy Court for the Southern District of Texas entered an order confirming the Company’s plan for reorganization under Chapter 11, which became effective on December 13, 2019. Accordingly, the accompanying consolidated financial statements as of December 31, 2019 and for the Successor period have been prepared in conformity with Accounting Standards Codification 852, Reorganizations, with the Company’s assets, liabilities, and capital structure having carrying amounts not comparable with prior periods.

Change in Accounting Principle
As discussed in Note 4 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP
We have served as the Company’s auditor since 2013.

Houston, Texas
March 16, 2020



Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Weatherford International plc:

Opinion on Internal Control Over Financial Reporting

We have audited Weatherford International plc and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 (Successor) and 2018 (Predecessor), the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the periods from December 14, 2019 to December 31, 2019 (Successor period) and from January 1, 2019 to December 13, 2019 and for each of the years in the two-year period ended December 31, 2018(Predecessor periods), and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated March 16, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Houston, Texas
March 16, 2020



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
     
 Successor  Predecessor
 Period From  Period From  
 12/14/19  01/01/19 Years Ended
 through  through December 31,
(Dollars and shares in millions, except per share amounts)12/31/19  12/13/19 2018 2017
Revenues:        
Products$111
  $1,819
 $2,051
 $2,116
Services150
  3,135
 3,693
 3,583
Total Revenues261
  4,954
 5,744
 5,699
         
Costs and Expenses:        
Cost of Products100
  1,685
 1,887
 2,142
Cost of Services108
  2,168
 2,627
 2,747
Research and Development7
  136
 139
 158
Selling, General and Administrative Attributable to Segments40
  777
 764
 904
Corporate General and Administrative5
  118
 130
 130
Goodwill Impairment
  730
 1,917
 
Long-Lived Asset Impairments, Write-Downs and Other
  374
 238
 1,701
Restructuring Charges
  189
 126
 183
Prepetition Charges
  86
 
 
Gain on Sale of Operational Assets
  (15) 
 
Gain on Sale of Businesses, Net
  (112) 
 (96)
Total Costs and Expenses260
  6,136
 7,828
 7,869
         
Operating Income (Loss)1
  (1,182) (2,084) (2,170)
         
Other Income (Expense):        
Reorganization Items(4)  5,389
 
 
Interest Expense, Net(12)  (362) (614) (579)
Warrant Fair Value Adjustment
  
 70
 86
Bond Tender and Call Premium
  
 (34) 
Currency Devaluation Charges
  
 (49) 
Other Income (Expense), Net
  (26) (46) 7
         
Income (Loss) Before Income Taxes(15)  3,819
 (2,757) (2,656)
Income Tax (Provision)(9)  (135) (34) (137)
Net Income (Loss)(24)  3,684
 (2,791) (2,793)
Net Income Attributable to Noncontrolling Interests2
  23
 20
 20
Net Income (Loss) Attributable to Weatherford$(26)  $3,661
 $(2,811) $(2,813)
         
Income (Loss) Per Share Attributable to Weatherford:        
Basic and Diluted$(0.37)  $3.65
 $(2.82) $(2.84)
         
Weighted Average Shares Outstanding:        
Basic & Diluted70
  1,004
 997
 990
The accompanying notes are an integral part of these consolidated financial statements.


WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
         
 Successor  Predecessor
 Period From  Period From    
 12/14/19  01/01/19 Years Ended
 through  through December 31,
(Dollars in millions)12/31/19  12/13/19 2018 2017
Net Income (Loss)$(24)  $3,684
 $(2,791) $(2,793)
Foreign Currency Translation7
  52
 (240) 130
Defined Benefit Pension Activity2
  (11) 12
 (39)
Interest Rate Derivative Loss
  8
 
 
Other
  
 1
 
Other Comprehensive Income (Loss)9
  49
 (227) 91
Comprehensive Income (Loss)(15)  3,733
 (3,018) (2,702)
Comprehensive Income Attributable to Noncontrolling Interests2
  23
 20
 20
Comprehensive Income (Loss) Attributable to Weatherford$(17)  $3,710
 $(3,038) $(2,722)

































The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 56



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
     
 Successor  Predecessor
 December 31,  December 31,
(Dollars and shares in millions, except par value)2019  2018
Assets:    
Cash and Cash Equivalents$618
  $602
Restricted Cash182
  
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $0 at December 31, 2019 and $123 at December 31, 20181,241
  1,130
Inventories, Net972
  1,025
Other Current Assets440
  693
Total Current Assets3,453
  3,450
     
Property, Plant and Equipment, Net of Accumulated Depreciation of $25 at December 31, 2019 and $5,786 at December 31, 20182,122
  2,086
Goodwill239
  713
Intangible Assets, Net of Accumulated Amortization of $9 at December 31, 2019 and $743 at December 31, 20181,114
  213
Other Non-current Assets365
  139
Total Assets$7,293
  $6,601
     
Liabilities:    
Short-term Borrowings and Current Portion of Long-term Debt$13
  $383
Accounts Payable585
  732
Accrued Salaries and Benefits270
  249
Income Taxes Payable205
  214
Other Current Liabilities599
  722
Total Current Liabilities1,672
  2,300
     
Long-term Debt2,151
  7,605
Other Non-current Liabilities554
  362
Total Liabilities4,377
  10,267
     
Shareholders’ Equity (Deficiency):    
Predecessor Ordinary Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 1,002 shares at December 31, 2018
  1
Successor Ordinary Shares - Par value $0.001; Authorized 1,356, Issued and Outstanding 70 at December 31, 2019
  
Predecessor Capital in Excess of Par Value
  6,711
Successor Capital in Excess of Par Value2,897
  
Retained Earnings (Deficit)(26)  (8,671)
Accumulated Other Comprehensive Income (Loss)9
  (1,746)
Weatherford Shareholders’ Equity (Deficiency)2,880
  (3,705)
Noncontrolling Interests36
  39
Total Shareholders’ Equity (Deficiency)2,916
  (3,666)
Total Liabilities and Shareholders’ Equity (Deficiency)$7,293
  $6,601



The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 57



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
            
(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, 2016 (Predecessor)$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 (Predecessor)$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)
  Adoption of Intra-Entity Transfers of
  Assets Other Than Inventory and
  Revenue from Contracts with
  Customers

 
 (97) 
 
 (97)
  Equity Awards Granted, Vested and
  Exercised

 52
 
 
 
 52
  Other
 4
 
 
 (20) (16)
Balance at December 31, 2018 (Predecessor)$1
 $6,711
 $(8,671) $(1,746) $39
 $(3,666)
  Net Income (Loss)
 
 3,661
 
 23
 3,684
  Other Comprehensive Income
 
 
 49
 
 49
  Dividends Paid to Noncontrolling
  Interests

 
 
 
 (22) (22)
   Equity Awards Granted, Vested and
   Exercised

 22
 
 
 
 22
   Equity Awards Vested and Cancelled
   in Connection With the Plan

 24
 
 
 
 24
  Other Activity
 
 
 
 2
 2
  Elimination of Predecessor Equity
Balances
(1) (6,757) 5,010
 1,697
 
 (51)
  Issuance of New Ordinary Shares in
  Connection with the Plan to Creditors

 2,837
 
 
 
 2,837
  Issuance of New Ordinary Shares to
  Prior Shareholders

 29
 
 
 
 29
  Equity Value of Warrants
 31
 
 
 
 31
  Fresh Start Adjustment to NCI
 
 
 
 (8) (8)
Balance at December 13, 2019 (Successor)$
 $2,897
 $
 $
 $34
 $2,931
  Net Income (Loss)
 
 (26) 
 2
 (24)
  Other Comprehensive Income
 
 
 9
 
 9
Balance at December 31, 2019 (Successor)$
 $2,897
 $(26) $9
 $36
 $2,916
The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 58



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
         
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Cash Flows From Operating Activities:        
Net Income (Loss)$(24)  $3,684
 $(2,791) $(2,793)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:        
Depreciation and Amortization34
  447
 556
 801
Goodwill Impairment
  730
 1,917
 
Gain on Settlement of Liabilities Subject to Compromise
  (4,297) 
 
Reorganization Items
  (1,161) 
 
Long-Lived Asset Impairments
  20
 151
 928
Venezuelan Receivables Write-Down
  
 
 230
Inventory Write-off and Other Related Charges
  159
 80
 540
Asset Write-Downs and Other Charges
  91
 89
 38
Employee Share-Based Compensation Expense
  46
 47
 70
Currency Devaluation Charges
  
 49
 
Bond Tender Premium
  
 34
 
Gain on Sale Businesses, Net
  (112) 
 (96)
Deferred Income Tax Provision (Benefit)
  25
 (79) (25)
Warrant Fair Value Adjustment
  
 (70) (86)
Defined Benefit Pension Plan Gains
  
 
 (47)
Other, Net3
  12
 (35) 145
Change in Operating Assets and Liabilities, Net:        
Accounts Receivable36
  (135) (70) (29)
Inventories18
  (215) 86
 (37)
Accounts Payable(79)  (72) (90) (2)
Other Assets and Liabilities, Net73
  31
 (116) (25)
Net Cash Provided by (Used in) Operating Activities$61
  $(747)
$(242)
$(388)
         
The accompanying notes are an integral part of these consolidated financial statements.
 


Weatherford International plc – 2019 Form 10-K | 59



WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
     
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Cash Flows From Investing Activities:        
Capital Expenditures for Property, Plant and Equipment$(20)  $(250) $(186) $(225)
Acquisition of Assets Held for Sale
  
 (31) (244)
Acquisitions of Businesses, Net of Cash Acquired
  
 4
 (7)
Acquisition of Intangible Assets(1)  (13) (28) (15)
Proceeds (Payment) from Disposition of Businesses and Investments7
  328
 257
 429
Proceeds from Disposition of Assets
  84
 106
 51
Other Investing Activities
  
 
 (51)
Net Cash Provided by (Used in) Investing Activities$(14)  $149
 $122
 $(62)
         
Cash Flows From Financing Activities:        
Borrowings of Long-term Debt$
  $1,600
 $586
 $250
Borrowings on Debtor in Possession (“DIP”) Credit Agreement
  1,529
 
 
Repayment on DIP Credit Agreement upon Emergence
  (1,529) 
 
Repayments of Long-term Debt(1)  (318) (502) (69)
Borrowings (Repayments) of Short-term Debt, Net(1)  (347) 158
 (128)
DIP Financing Fees and Payments on Backstop Agreement
  (137) 
 
Bond Tender Premium
  
 (34) 
Other Financing Activities, Net
  (49) (40) (33)
Net Cash Provided by (Used in) Financing Activities$(2)  $749
 $168
 $20
Effect of Exchange Rate Changes on Cash and Cash Equivalents1
  1
 (59) 6
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash46
  152
 (11) (424)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period754
  602
 613
 1,037
Cash, Cash Equivalents and Restricted Cash at End of Period$800
  $754
 $602
 $613
         
Supplemental Cash Flow Information        
Interest Paid$
  $272
 $584
 $538
Income Taxes Paid, Net of Refunds$2
  $89
 $99
 $87
Non-Cash Financing Obligations$
  $19
 $23
 $24






The accompanying notes are an integral part of these consolidated financial statements.


Weatherford International plc – 2019 Form 10-K | 60


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies
Organization and Nature of Operations
Weatherford International plc (“Weatherford Ireland”), an Irish public limited company, together with its subsidiaries (“Weatherford,” the “Company,” “we,” “us” and “our”), is a multinational oilfield service company. Weatherford is one of the world’s leading providers of equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. We operate in approximately 80 countries, which are located in virtually all of the major oil and natural gas producing regions in the world. Many of our businesses, including those of our predecessor companies, have been operating for more than 50 years.

The authorized share capital of Weatherford includes 1.356 billion ordinary shares with a par value of $0.001 per share. While our ordinary shares remain registered on the New York Stock Exchange (the “NYSE”), the NYSE suspended trading in our ordinary shares in May 2019 and our appeal of that suspension is pending. Since our emergence from bankruptcy, our ordinary shares have been quoted on the OTC Pink Marketplace under the symbol “WFTLF”.

Principles of Consolidation

We consolidate all wholly owned subsidiaries, controlled joint ventures and variable interest entities where the Company has determined it is the primary beneficiary. At December 31, 2019, we had a variable interest entity related to our subsidiaries in Mexico held in trust during our bankruptcy proceedings. Subsequently, in January 2020, the trust was dissolved. All material intercompany accounts and transactions have been eliminated in consolidation.

Certain prior year amounts have been reclassified to conform to the current year presentation, including those related to the adoption of new accounting standards. Prior year net income and shareholders’ deficiency were not affected by these reclassifications. See subsection entitled “New Accounting Pronouncements” for additional details.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions, including those related to uncollectible accounts receivable, lower of cost or net realizable value of inventories, equity investments, derivative financial instruments, intangible assets and goodwill, property, plant and equipment (“PP&E”), leases, income taxes, self-insurance, foreign currency exchange rates, pension and post-retirement benefit plans, disputes, litigation, contingencies and share-based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

For information about our use of estimates relating to Fresh Start Accounting, refer to Note 3 – Fresh Start Accounting for further details.

Bankruptcy and Fresh Start Accounting

On July 1, 2019 (the “Petition Date”), Weatherford Ireland, Weatherford International Ltd. (“Weatherford Bermuda”), and Weatherford International, LLC (“Weatherford Delaware”) (collectively, “Weatherford Parties”), filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (“Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”). The Weatherford Parties obtained joint administration of their Chapter 11 cases under the caption In re Weatherford International plc, et al., Case No. 19-33694 (“Cases”). On September 11, 2019 the Plan, as amended, was confirmed by the Bankruptcy Court and on December 13, 2019 (“Effective Date” or “Fresh Start Reporting Date”) after all conditions to effectiveness were satisfied, we emerged from bankruptcy after successfully completing the reorganization pursuant to the Plan.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

The Consolidated Financial Statements included herein have been prepared as if we are a going concern and in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 852 – Reorganizations (“ASC 852”).

During bankruptcy we segregated liabilities and obligations whose treatment and satisfaction were dependent on the outcome of the Chapter 11 proceedings and classified these items as “Liabilities Subject to Compromise” with respect to the Predecessor (as defined below) as shown in “Note 3 – Fresh Start Accounting”. In addition, we have classified all income, expenses, gains or losses that were incurred or realized as a result of the Chapter 11 proceedings as “Reorganization Items” in our Consolidated Statements of Operations through the Effective Date.

In accordance with ASC 852, we qualified for and adopted fresh start accounting (“Fresh Start Accounting”) upon emergence from Chapter 11, at which point we became a new entity for financial reporting because (i) the holders of the then existing ordinary shares of the Predecessor company received less than 50% of the new ordinary shares of the Successor company outstanding upon emergence and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims.

Upon adoption of Fresh Start Accounting as reflected in “Note 3 – Fresh Start Accounting,” the reorganization value derived from the enterprise value associated with the Plan was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values (except for deferred income taxes), with the remaining excess value allocated to Goodwill in accordance with ASC 805 – Business Combinations. Deferred income tax amounts were determined in accordance with ASC 740 – Income Taxes. The Effective Date fair values of the Company’s assets and liabilities differ materially from their recorded values as reflected on the Predecessor balance sheets.

References to “Predecessor” relate to the Consolidated Balance Sheets as of December 31, 2018, and Consolidated Statements of Operations for the year ended December 31, 2018 and 2017 and for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 (“Predecessor Period”). References to “Successor” relate to the Consolidated Balance Sheets of the reorganized Company as of December 31, 2019 and Consolidated Statements of Operations from December 14, 2019 through December 31, 2019 (“Successor Period”) and are not comparable to the Consolidated Financial Statements of the Predecessor as indicated by the “black line” division in the financials and footnote tables, which emphasizes the lack of comparability between amounts presented. In addition, Note 3 – Fresh Start Accounting provides a summary of the Consolidated Balance Sheets as of December 13, 2019 in the first column, and then presents adjustments to reflect the Plan and fresh start impacts to derive the opening Successor Consolidated Balance Sheets as of December 13, 2019. The Company’s financial results for future periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.

See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for additional details regarding the bankruptcy.

Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less to be cash equivalents.

Restricted Cash

Our restricted cash balance of $182 million as of December 31, 2019 primarily includes cash collateral for certain of our letters of credit facilities and cash escrowed for the payment of bankruptcy professional fees. We had no restricted cash balances as of December 31, 2018.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts based on various factors including historical experience, the current aging status of our customer accounts, the financial condition of our customers and the business and political environment in which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible.

Major Customers and Credit Risk

Substantially all of our customers are engaged in the energy industry. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

industry conditions. We perform on-going credit evaluations of our customers and do not generally require collateral in support of our trade receivables. We maintain allowances for potential credit losses. International sales also present various risks, including risks of war, civil disturbances and governmental activities that may limit or disrupt markets, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property without fair consideration. Most of our international sales are to large international or national oil companies and these sales have resulted in a concentration of receivables from certain national oil companies. As of December 31, 2019, the Eastern Hemisphere accounted for 53% of our net outstanding accounts receivables and the Western Hemisphere accounted for 47% of our net outstanding accounts receivables. As of December 31, 2019, our net outstanding accounts receivable in the U.S. accounted for 14% of our balance and Mexico accounted for 17% of our balance. No other country accounted for more than 10% of our net outstanding accounts receivables balance. During 2019, 2018 and 2017, no individual customer accounted for more than 10% of our consolidated revenues.

Inventories

Inventory held as of our emergence date was remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

We value our inventories at the lower of cost or net realizable value using either the first-in, first-out (“FIFO”) or average cost method. Cost represents third-party invoice or production cost. Production cost includes material, labor and manufacturing overhead. Work in process and finished goods inventories include the cost of materials, labor and manufacturing overhead. To maintain a book value that is the lower of cost or net realizable value, we regularly review inventory quantities on hand and maintain reserves for excess, slow moving and obsolete inventory.

Property, Plant and Equipment

PP&E held as of our emergence date was remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

PP&E, both owned and under finance leases, is carried at cost less accumulated depreciation. The carrying values are based on our estimates and judgments relative to capitalized costs, useful lives and salvage value, where applicable. We expense maintenance and repairs as incurred. We capitalize expenditures for improvements as well as renewals and replacements that extend the useful life of the asset. We depreciate our fixed assets on a straight-line basis over their estimated useful lives, allowing for salvage value where applicable.

The estimated useful lives of our major classes of PP&E are as follows:
Major Classes of Property, Plant and EquipmentPredecessor and Future
PP&E Estimated Useful Lives
Buildings and leasehold improvements10 – 40 years or lease term
Rental and service equipment2 – 15 years (3 – 10 years for assets added after emergence)
Machinery and other2 – 12 years


Assets Held for Sale

We consider businesses or assets to be held for sale when all of the following criteria are met: (a) management commits to a plan to sell the business or asset; (b) the business or asset is available for immediate sale in its present condition; (c) actions required to complete the sale of the business or asset have been initiated; (d) the sale of the business or asset is probable and we expect the completed sale will occur within one year; (e) the business or asset is actively being marketed for sale at a price that is reasonable given its current fair value; and, (f) it is unlikely that the plan to sell will be significantly modified or withdrawn.

Upon designation as held for sale, we record the carrying value of each business or asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and cease recording depreciation. If at any time these criteria are no longer met, subject to certain exceptions, the assets previously classified as held for sale are reclassified as held and used and measured individually at the lower of the following: (a) the carrying amount before being classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the asset been continuously classified as held and used or (b) the fair value at the date of the subsequent decision not to sell.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Goodwill and Intangible Assets

Goodwill represents the excess of consideration paid (or with respect to Fresh Start Accounting, the excess of reorganization value) over the fair value of net tangible and identifiable intangible assets acquired. Goodwill is not amortized but is evaluated for impairment. We perform an impairment test for goodwill annually as of October 1 or more frequently if indicators of potential impairment exist that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. We have the option to assess qualitative factors to determine if it is necessary to perform the quantitative step of the impairment test. If it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying value, further testing is not required. If it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we must perform the quantitative goodwill impairment test. We also have the unconditional option to bypass the qualitative assessment at any time and perform the quantitative step. The quantitative step of the goodwill impairment test involves a comparison of the fair value of each of our reporting units with their carrying values. If the carrying value of a reporting unit’s goodwill were to exceed its fair value, goodwill impairment is recognized as the difference to the extent of the goodwill balance.

With respect to the Successor and as a result of Fresh Start Accounting, our newly established identifiable intangible assets included developed technologies and our trade name. With respect to the Predecessor, our identifiable intangible assets were acquired technology, licenses, patents, customer relationships and other identifiable intangible assets. Successor identifiable intangible assets are amortized on a straight-line basis over their estimated economic lives generally ranging from 5 to 10 years. As many areas of our business rely on patents and proprietary technology, we seek patent protection both inside and outside the U.S. for products and methods that appear to have commercial significance. We capitalize patent defense costs when we determine that a successful defense is probable.

Long-Lived Assets

Long-lived assets held as of our emergence date were remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

Long-lived assets at recorded at cost and reviewed on a regular basis to determine whether any events or changes in circumstances indicate the carrying amount of the assets or asset group may not be recoverable. Factors that might indicate a potential impairment may include, but are not limited to, significant decreases in the market value of the long-lived asset or asset group, a significant change in the long-lived asset’s physical condition, the introduction of competing technologies, legal challenges, a reduction in the utilization rate of the assets, a change in industry conditions or a reduction in cash flows associated with the use of the long-lived asset. If these or other factors indicate the carrying amount of the asset or asset group may not be recoverable, we determine whether an impairment has occurred through analysis of undiscounted cash flow of the asset or asset group at the lowest level that has an identifiable cash flow. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset or asset group. We estimate the fair value of the asset or asset group using market prices when available or, in the absence of market prices, based on an estimate of discounted cash flows or replacement cost. Cash flows are generally discounted using an interest rate commensurate with a weighted average cost of capital for a similar asset.

Research and Development Expenditures

Research and development expenditures are expensed as incurred.

Derivative Financial Instruments

We record derivative instruments on the balance sheet at their fair value as either assets or liabilities. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income (loss), depending on whether the derivative is designated as part of a hedge relationship, and if so, the type of hedge.

Foreign Currency

Results of operations for our foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates, and the resulting translation adjustments are included in “Accumulated Other Comprehensive Income (Loss)”, a component of Shareholders’ Equity (Deficiency).

For our subsidiaries that have a functional currency that differs from the currency of their balances and transactions, inventories, PP&E and other non-monetary assets and liabilities, together with their related elements of expense or income, are remeasured

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

into the functional currency using historical exchange rates. All monetary assets and liabilities are remeasured into the functional currency at current exchange rates. All revenues and expenses are translated into the functional currency at average exchange rates. Remeasurement gains and losses for these subsidiaries are recognized in our results of operations during the period incurred. We record net foreign currency gains and losses on foreign currency derivatives (see “Note 16 – Derivative Instruments”) in “Other Income (Expense), Net” on the accompanying Consolidated Statements of Operations. Devaluation charges on foreign currencies when incurred are reported in “Currency Devaluation Charges” on the accompanying Consolidated Statements of Operations.

Share-Based Compensation

We account for all share-based payment awards, including shares issued under employee stock purchase plans, stock options, restricted shares, restricted share units and performance units by measuring these awards at the date of grant and recognizing the grant date fair value as an expense, net of expected forfeitures, over the service period, which is usually the vesting period.

Income Taxes

Income taxes have been provided based upon the tax laws and rates in the countries in which our operations are conducted and income is earned. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority.

Leases

We lease certain facilities, land, vehicles, and equipment. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

Beginning January 1, 2019, operating right of use (“ROU”) assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating leases in effect prior to January 1, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of January 1, 2019. We determine if an arrangement is classified as a lease at inception of the arrangement. As most of our leases do not provide an implicit rate of return, we use our incremental borrowing rate, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments, which is updated on a quarterly basis. For adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) issued by the Financial Accounting Standards Board (“FASB”) issuedin February 2016 and the series of related updates that followed (collectively referred to as “Topic 842”), we used the December 31, 2018 incremental borrowing rate, for operating leases that commenced prior to December 31, 2018. For certain equipment leases, such as copiers and vehicles, we account for the leases under a portfolio method. Operating lease payments include related options to extend or terminate lease terms that are reasonably certain of being exercised.

Upon emergence from bankruptcy on December 13, 2019, our lease liabilities were remeasured to fair value using the present value of the remaining lease payments as if we acquired new leases. The remeasurement was based on our incremental borrowing rate as of December 13, 2019. Additionally, the ROU assets were revalued based upon the present value of market-based rent. The remeasurement of our ROU assets was based on the market discount rate as of December 13, 2019.

See “Note 4 – New Accounting Pronouncements” and “Note 12 – Leases” for details on the impact of adopting the new leasing guidance.

Disputes, Litigation and Contingencies

We accrue an estimate of costs to resolve certain disputes, legal matters and contingencies when a loss on these matters is deemed probable and reasonably estimable. For matters not deemed probable or not reasonably estimable, we have not accrued any amounts. Our contingent loss estimates are based upon an analysis of potential results, assuming a combination of possible litigation and settlement strategies. The accuracy of these estimates is impacted by the complexity of the associated issues.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Revenue Recognition

The majority of our revenue is derived from short term contracts. Subsequent to January 1, 2018, we account for revenue in accordance with ASU 2017-09, Compensation - Stock Compensation2014-09, Revenue from Contracts with Customers (Topic 718): Scope606), and all of Modification Accountingthe related amendments, collectively referred to as “Topic 606”. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. As of January 1, 2018, we adopted the Topic 606 revenue recognition guidance and the comparative period information for 2017 has not been adjusted and continues to be reported under the previous revenue standard, the primary accounting policies for which are discussed below.

Our services and products are generally sold based upon purchase orders, contracts or other legally enforceable arrangements with our customers that included fixed or determinable prices but do not generally include right of return provisions or other significant post-delivery obligations. Our products are produced in a standard manufacturing operation, even if produced to our customer’s specifications. Prior to the adoption of Topic 606, revenue was recognized for products when persuasive evidence of an arrangement existed, sales prices were fixed and determinable, title passed to the customer, collectability was reasonably assured, delivery occurred as directed by our customer and when the customer assumed the risks and rewards of ownership. Revenue was recognized for services when they are rendered. Both contract drilling and pipeline service revenue is contractual by nature and generally governed by day-rate based contracts. We recognized revenue for day-rate contracts as the services were rendered. See “Note 23 – Revenues” for details on revenue recognition disclosures.

The unmanned equipment that we lease to customers as operating leases consist primarily of drilling rental tools and artificial lift pumping equipment. These equipment rental revenues are generally provided based on call-out work orders that include fixed per unit prices and are derived from short-term contracts.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, contract assets (including unbilled receivables), and customer advances and deposits (contract liabilities classified as deferred revenues). Receivables for products and services with customers, under Topic 606, are included in “Accounts Receivable, Net,” contract assets are included in “Other Current Assets” and contract liabilities are included in “Other Current Liabilities” on our Consolidated Balance Sheets.

Consideration under certain contracts such as turnkey or lump sum contracts may be classified as contract assets as the invoicing occurs once the performance obligations have been satisfied while the customer simultaneously receives and consumes the benefits provided. We also have receivables for work completed but not billed in which clarifiesthe rights to consideration are conditional and would be classified as contract assets. These are primarily related to service contracts and are not material to our Consolidated Financial Statements. We may also have contract liabilities and defer revenues for certain product sales that modification accountingare not distinct from their installation.

Performance Obligations

A performance obligation is required onlya promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Our principal business is to provide equipment and services to the oil and natural gas exploration and production industry, both on land and offshore, through our major product lines: Production, Completions, Drilling and Evaluation, and Well Construction.

Generally, under Topic 606 our revenue is recognized for services over time as the services are rendered and we primarily utilize an output method such as time elapsed or footage drilled which coincides with how customers receive the benefit. Both contract drilling and pipeline service revenue is contractual by nature and generally governed by day-rate based contracts. Revenue is recognized on product sales at a point in time when control passes and is generally upon delivery but is dependent on the terms of the contract.

Our services and products are generally sold based upon purchase orders, contracts or call-out work orders that include fixed per unit prices or variable consideration but do not generally include right of return provisions or other significant post-delivery obligations. We generally bill our sales of services and products upon completion of the performance obligation. Product sales are billed and recognized when control passes to the customer. Our products are produced in a standard manufacturing operation, even

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

if produced to our customer’s specifications. Revenues are recognized at the amount to which we have the right to invoice for services performed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer and record as a contract liability. We defer revenue recognition on such payments until the products or services are delivered to the customer.

From time to time, we may enter into bill and hold arrangements. When we enter into these arrangements, we determine if the fair value,customer has obtained control of the vesting conditions,product by determining (a) the reason for the bill-and-hold arrangement; (b) whether the product is identified separately as belonging to the customer; (c) whether the product is ready for physical transfer to the customer; and (d) whether we are unable to utilize the product or direct it to another customer.

We account for individual products and services separately if they are distinct and the classificationproduct or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration, including any discounts, is allocated between separate products and services based on their standalone selling prices. The standalone selling prices are determined based on the prices at which we separately sell our products and services. For items not sold separately (e.g. term software licenses in our Production product line), we estimate standalone selling prices using the adjusted market assessment approach.

Costs of relocating equipment without contracts are expensed as incurred. Demobilization fees received are recognized over the contract period and may be constrained to the amount that it is probable a significant reversal in the fees will not occur. When determining if such variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue as well as the likelihood and magnitude of such a potential reversal.

The nature of our contracts gives rise to several types of variable consideration, including claims and lost-in-hole charges. Our claims are not significant and lost-in-hole charges are constrained variable consideration. We do not estimate revenue associated with these types of variable consideration.

We incur rebillable expenses including shipping and handling, third-party inspection and repairs, and customs costs and duties. We recognize the revenue associated with these rebillable expenses when reimbursed by customers as “Product Revenues” and all related costs as “Cost of Products” in the accompanying Consolidated Statements of Operations.

We provide certain assurance warranties on product sales which range from one to five years but do not offer extended warranties on any of our products or services. These assurance warranties are not separate performance obligations thus no portion of the transaction price is allocated to our obligations under the assurance warranties.

Earnings (Loss) per Share

Basic earnings (loss) per share for all periods presented equals net income (loss) divided by the weighted average number of our shares outstanding during the period including participating securities. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of our shares outstanding during the period including participating securities, adjusted for the dilutive effect of our stock options, restricted shares and performance units, when applicable.

Unvested share-based payment award changesawards and other instruments issued by the Company that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and are included in the computation of earnings per share following the two-class method. Accordingly, we included restricted share awards and the outstanding warrant until it expired on May 21, 2019, which contained the right to receive dividends, in the computation of both basic and diluted earnings per share when dilutive.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

2. Emergence from Chapter 11 Bankruptcy Proceedings

Restructuring Support Agreement; Voluntary Reorganization Under Chapter 11 of the U.S. Bankruptcy Code

On May 10, 2019, the Weatherford Parties entered into the Restructuring Support Agreement (“RSA”) with certain holders of our unsecured notes (“Consenting Creditors”), setting forth, subject to certain conditions, the terms of the proposed capital financial restructuring of the Company (“Transaction”). The RSA included certain milestones for the progress of the upcoming court proceedings, which included the dates by which the Weatherford Parties were required to, among other things, obtain certain court orders and complete the Transaction. In addition, the parties to the RSA had the right to terminate the RSA and their support for the Transaction under certain circumstances.

On June 28, 2019, the Weatherford Parties commenced a solicitation for acceptance of their prepackaged plan of reorganization (“Plan”) by causing the Plan and the corresponding disclosure statement to be distributed to certain creditors of the Company that were entitled to vote on the Plan. On July 1, 2019, Weatherford Ireland, Weatherford Bermuda, and Weatherford Delaware, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Cases”).

Payments Due on Certain Indebtedness

The Weatherford Parties’ 7.75% Senior Notes due 2021, 8.25% Senior Notes due 2023 and 6.80% Senior Notes due 2037 (together, “Certain Senior Notes”) provided for an aggregate $69 million interest payment that became due on June 15, 2019. The applicable indenture governing the Certain Senior Notes provided a 30-day grace period that extended the latest date for making this interest payment to July 16, 2019, before an event of default would occur under the applicable indenture. The Weatherford Parties elected to not make this interest payment on the due date and to utilize the 30-day grace period provided by the indentures. As a result of filing the Cases on July 1, 2019, an event of default occurred under each indenture governing these unsecured notes, which automatically accelerated maturity of the principal, plus any accrued and unpaid interest, on such series of unsecured notes and certain other obligations of the Weatherford Parties. Any efforts to enforce such payment obligations under the unsecured notes or other accelerated obligations of the Weatherford Parties were automatically stayed as a result of changesthe Cases, and the creditors’ rights of enforcement in terms or conditionsrespect of the award. We have electedunsecured notes and other accelerated obligations of the Weatherford Parties were subject to early adopt ASU 2017-09 in the second quarterapplicable provisions of 2017the Bankruptcy Code. In addition, all of the Weatherford Parties’ prepetition unsecured senior notes and the adoption of this ASU had no impactrelated unpaid interest were classified as “Liabilities Subject to Compromise” on our Consolidated Financial Statements.Balance Sheets during bankruptcy as further defined herein and in subsequent disclosures throughout and with respect to the Predecessor as shown in “Note 3 – Fresh Start Accounting”.


In January 2017,The Weatherford Parties’ Term Loan Agreement required a quarterly payment of $12.5 million plus interest that became due on June 30, 2019. On July 1, 2019, the Financial Accounting Standards Board (“FASB”Weatherford Parties and the Term Loan Lenders entered into a Term Loan Forbearance Agreement where the lenders agreed to forbear from exercising their rights and remedies available to them, including the right to accelerate any indebtedness, for a specified period of time. On July 3, 2019, all unpaid principal and interest under the Term Loan Agreement were repaid in full. See discussion below.

Forbearance Agreements

On July 1, 2019, the Weatherford Parties and the Credit Agreement Lenders under the Amended and Restated Credit Agreement (the “A&R Credit Agreement”), dated as of May 9, 2016, among WOFS Assurance Limited and Weatherford Bermuda, as borrowers, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto entered into a forbearance agreement (the “Credit Agreement Forbearance Agreement”) issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifyingwith respect to certain defaults under the Test for Goodwill Impairment, which eliminates Step 2A&R Credit Agreement, including those arising from the Weatherford Parties’ commencement of the goodwill impairment test requiringCases. Specifically, under the Credit Agreement Forbearance Agreement, the Credit Agreement Lenders agreed to forbear from exercising their rights and remedies available to them due to the Specified Defaults defined in the agreement, including the right to accelerate any indebtedness, for a specified period of time. Under the terms of the Credit Agreement Forbearance Agreement, the Weatherford Parties paid a fee for the ratable account of the Credit Agreement Lenders in an entityamount equal to compute0.25% on the implied fair valueoutstanding principal amount of goodwill. Goodwill impairment will nowthe loans and total letter of credit exposure under the A&R Credit Agreement. Additionally, (i) to the extent such entities were not already guarantors under the A&R Credit Agreement, all subsidiaries of the Company who were guarantors under the DIP Credit Agreement (defined below) joined as guarantors under the A&R Credit Agreement and (ii) all U.S. and Canadian subsidiaries of the Company granted a second lien security interest in favor of the Credit Agreement Lenders in the same assets that such U.S. and Canadian subsidiaries pledged a first lien security interest in under the DIP Credit Agreement; provided that the aggregate amount of the guaranteed obligations to be secured under the A&R Credit Agreement did not exceed $100 million; and provided, further, that if the obligations under the A&R Credit Agreement were not paid in full by our emergence date, as amended, such second lien security

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

interest of the Credit Agreement Lenders shall automatically transition from second liens to pari passu liens with the liens under the DIP Credit Agreement.

On July 1, 2019, the Weatherford Parties and the Term Loan Lenders under the Term Loan Agreement, dated as of May 4, 2016, among Weatherford Bermuda, as borrower, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the “Term Loan Agreement”) entered into a forbearance agreement (the “Term Loan Forbearance Agreement”) with respect to certain defaults under the Term Loan Agreement. Specifically, under the Term Loan Forbearance Agreement, the Term Loan Lenders agreed to forbear from exercising their rights and remedies available to them due to the Specified Defaults defined in the agreement, including the right to accelerate any indebtedness, for a specified period of time. On July 3, 2019, the Company repaid in full its outstanding indebtedness under the Term Loan.

On July 1, 2019, the Weatherford Parties and the 364-Day Lenders under the 364-Day Revolving Credit Agreement, dated August 16, 2018, among Weatherford Bermuda, as borrower, the other borrowers party thereto, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (“364-Day Credit Agreement”) entered into a forbearance agreement (the “364-Day Revolving Forbearance Agreement”) with respect to certain defaults under the 364-Day Credit Agreement. Specifically, under the 364-Day Revolving Forbearance Agreement, the 364-Day Lenders agreed to forbear from exercising their rights and remedies available to them due to the Specified Defaults defined in the agreement, including the right to accelerate any indebtedness, for a specified period of time. On July 3, 2019, the Company repaid in full its outstanding indebtedness under the 364-Day Revolving Credit Agreement.

On July 1, 2019, the Weatherford Parties and three lenders under the DIP Credit Agreement (the “Swap Counterparties”) each party to a hedging agreement with Weatherford Bermuda for the purpose of hedging foreign currency exposure incurred by the Weatherford Parties (each, a “Swap Agreement” and, collectively, the “Swap Agreements”) entered into a consent to swap agreement termination forbearance (the “Swap Forbearance Agreement”) with respect to certain defaults under the Swap Agreements. Specifically, under the Swap Forbearance Agreement, the Swap Counterparties agreed to forbear from exercising their rights and remedies available to them due to certain Events of Default and Termination Events defined in the agreements for a specified period of time. On July 3, 2019, the Weatherford Parties entered into amended and restated Swap Agreements with such Swap Counterparties to govern existing and future foreign currency transactions entered into with such Swap Counterparties.

Backstop Commitment Agreement

On July 1, 2019, the Weatherford Parties and the commitment parties thereto (the “Initial Commitment Parties”) entered into a Backstop Commitment Agreement. Pursuant to the terms of the Plan, and subject to approval by the Bankruptcy Court in connection with confirmation of the Plan, the Company agreed to offer to holders of its existing unsecured notes, including the Commitment Parties, subscription rights to purchase the Exit Notes in aggregate principal amount of $1.25 billion, upon the Company’s emergence from bankruptcy. On September 9, 2019, the Weatherford Parties, certain of the Initial Commitment Parties and certain additional commitment parties (the “Additional Commitment Parties” and, together with the Initial Commitment Parties, the “Commitment Parties”) entered into an amendment to the Backstop Commitment Agreement. The Backstop Commitment Agreement Amendment provided for (i) the joinder of the Additional Commitment Parties to the Backstop Commitment Agreement, (ii) the increase in the backstop commitment by $350 million (the “Increased Commitment”) from $1.25 billion to up to $1.6 billion, and (iii) an amendment to the Backstop Commitment Agreement to account for the changes reflected in the Third RSA Amendment.

Subject to the terms and conditions contained in the Backstop Commitment Agreement, the Consenting Creditors agreed to purchase any Exit Notes that were not duly subscribed for pursuant to the rights offering at a price equal to $1,000 per $1,000 in principal amount of the Exit Notes purchased by such Commitment Party. On July 1, 2019, as consideration for the commitment, the Weatherford Parties made an aggregate payment of $62.5 million in cash to the Commitment Parties. Except under certain circumstances set forth in the Backstop Commitment Agreement, the payment was non-refundable, regardless of the principal amount of unsubscribed Exit Notes (if any) purchased by the Commitment Parties. As consideration for the Increased Commitment agreed to on September 9, 2019, the Weatherford Parties made an aggregate payment of $18.7 million in cash to certain of the Commitment Parties upon our emergence date. Subject to certain termination rights, the payment was non-refundable, regardless of the principal amount of unsubscribed Exit Notes (if any) purchased by the Commitment Parties.

The transactions contemplated by the Backstop Commitment Agreement were conditioned upon the satisfaction or waiver of customary conditions for transactions of this nature, including, without limitation, that (i) the Bankruptcy Court shall have approved the rights offering, (ii) the Bankruptcy Court shall have confirmed the Plan and (iii) the rights offering shall have been conducted, in all material respects, in accordance with the approval of the Bankruptcy Court, the Plan and the Backstop Commitment Agreement.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Debtor in Possession Credit Agreement

On July 3, 2019, the Weatherford Parties entered into a senior secured superpriority debtor in possession credit agreement (the “DIP Credit Agreement”). The DIP Credit Agreement had two debtor in possession (“DIP”) facilities to provide liquidity during the pendency of the Cases. The facilities consisted of (a) a DIP revolving credit facility in the principal amount of up to $750 million provided by banks or other lenders and (b) a DIP term loan facility in the amount of up to $1.0 billion, which was fully backstopped by whichthe Consenting Creditors. The DIP Credit Agreement matured on the earlier of (i) the date that is 12 months after the Weatherford Parties’ entry into the DIP Credit Agreement or (ii) the date of completion of the Transaction. The DIP Credit Agreement bore interest (i) with respect to Eurodollar borrowings, based on an adjusted LIBOR rate plus an applicable margin of 3.00%, with a reporting unit’s carrying value exceeds its fair value, not0.00% LIBOR floor and (ii) with respect to exceedalternate base rate borrowings, a base rate plus an applicable margin of 2.00%. In addition to paying interest on outstanding principal amounts under the carryingDIP Credit Agreement, the Weatherford Parties were required to pay an unused commitment fee to the revolving facility lenders in respect of the unutilized DIP revolving facility commitments at a rate equal to 0.375% per annum on the average daily amount of goodwill. We have elected to adopt ASU 2017-04 asthe unutilized revolving facility commitments.

The DIP Credit Agreement included a minimum liquidity covenant of January 1, 2017$150 million and was secured by substantially all the personal assets and properties of the Weatherford Parties and certain of their subsidiaries. The DIP Credit Agreement was also guaranteed on an unsecured basis by certain other subsidiaries of the Weatherford Parties. Through the term of the DIP Credit Agreement, we were in compliance with our covenants under the DIP Credit Agreement.

On July 3, 2019, the Weatherford Parties borrowed approximately $1.4 billion under the DIP Credit Agreement and the adoptionproceeds were used to repay certain prepetition indebtedness, cash collateralize certain obligations with respect to letters of this ASU has no impact oncredit and similar instruments and finance the working capital needs and general corporate purposes of the Weatherford Parties and certain of their subsidiaries. On July 3, 2019, the Company repaid all outstanding amounts due under the secured Term Loan Agreement and 364-Day Credit Agreement totaling approximately $616 million with borrowings from our Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 requires all income tax effects related to share-based payments at settlement (or expiration) be recorded through the income statement, including unrealized excess tax benefits. ASU 2016-09 also requires that all tax related cash flows resulting from share-based payments be presented as operating activities in the statement of cash flows.DIP Credit Agreement. In addition, the guidance allows entitiesCompany cash collateralized approximately $271 million of letters of credit and similar instruments with borrowings from the DIP Credit Agreement. See “Note 13 – Short-term Borrowings and Other Debt Obligations” for additional details. We repaid our DIP Credit Agreement borrowings in full on the Effective Date.

Amended RSA; Plan Confirmation

On August 23, 2019, the Weatherford Parties entered into the second amendment of the RSA (the “Second RSA Amendment”) with certain of the noteholders, and certain equity holders who collectively held approximately 208 million shares of the Weatherford’s outstanding ordinary shares (the “Consenting Equity Holders”) which joined the Consenting Equity Holders as parties to increase the net-share settlementRSA. In addition, it provided for the payment of an employee’s shares$250 thousand to the Consenting Equity Holders’ counsel and amended the terms of the new warrants to be issued under the Plan to the holders of the Company’s existing ordinary shares. The amended new warrant terms include extending the maturity date of the warrants to four years after the effective date of the Plan and reduced the exercise price. 

Pursuant to the terms of the Third RSA Amendment, the Weatherford Parties agreed to issue a single tranche of up to $2.1 billion aggregate principal amount of new unsecured notes (“Exit Notes”) upon emergence from bankruptcy, consisting of up to $1.6 billion of Exit Notes were issued for tax withholding purposes without triggering liability accountingcash to holders of subscription rights issued in a rights offering (the “Exit Rights Offering Notes”) and to makeholders of Unsecured Notes Claims and $500 million of Exit Notes issued on a policy election to estimate forfeitures or recognize them as they occur. Finally,pro rata basis (the “Exit Takeback Notes”). The Exit Notes were issued in lieu of the two tranches of new guidance requires all cash payments made tounsecured notes in aggregate principal amount of $2.5 billion previously contemplated by the original RSA. The Exit Notes bear interest at a taxing authority on an employee’s behalf for shares withheld be presented as financing activitiesrate of 11% per annum and otherwise generally have the terms set forth in the statementform of cash flows.

We adopted ASU 2016-09New Senior Unsecured Notes Indenture (“Notes Indenture”) with modifications to reflect the amendments contemplated by the Third RSA Amendment, the removal of the 125% of Consolidated Cash Flow prong in the first quarterNotes Indenture and the addition of 2017. We prospectively adopteda covenant requiring the changes requiring all tax effects relatedCompany to share-based paymentsuse commercially reasonable efforts to be recordedobtain and maintain a rating for the Exit Notes from both Standard & Poor’s and Moody’s Investors Service.

On September 11, 2019, the Transaction was approved through the income statement and all tax related cash flows from share based payments to be presented as operating activitiesconfirmation of the Plan filed in the statementCases.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

The amended RSA and the confirmed Plan contemplated a comprehensive deleveraging of our balance sheet and provided, in pertinent part, as follows (as further described in later paragraphs):

Our existing unsecured notes would be cancelled and exchanged for 99% of the ordinary shares of the reorganized Company (“New Common Stock”) and the Weatherford Parties would issue a single tranche of up to $2.1 billion aggregate principal amount of new Exit Notes upon emergence from bankruptcy, consisting of up to $1.6 billion of Exit Rights Offering Notes (fully backstopped by Commitment Parties in the Backstop Commitment Agreement) issued for cash flows. There is no cumulative effect as there is no impact from unrecognized excess tax benefitsto holders of subscription rights issued in a rights offering and $500 million of Exit Takeback Notes issued on a pro rata basis with a five-year maturity.

All trade claims against the Company whether arising prior to or minimum withholding requirementsafter the commencement of the Cases would be paid in full in the ordinary course of business.

Our existing equity would be cancelled and exchanged for 1% of the New Common Stock and four-year warrants to purchase 10% of the New Common Stock, both subject to dilution on account of the equity issued pursuant to the management incentive plan. The strike price of the warrants was expected to be set at an equity value at which the noteholders would receive a recovery equal to par as of the date of the commencement of the Cases in respect of the existing unsecured notes and all other general unsecured claims that were pari passu with the existing unsecured notes.

Our affiliates entities that did not file voluntary petitions under the Bankruptcy Code continued operating their businesses and prior periods have not been adjusted. We have also made an entity-wide accounting policy electionfacilities without disruption to customers, vendors, partners or employees. The Plan and first day relief provided that vendors and other unsecured creditors could continue to estimate forfeitureswork with the non-debtor affiliates on existing terms and adjust the estimate when it is likely to change. We have retrospectively adopted the guidance to classify as a financing activity on the statement of cash flows all cash payments made to a taxing authority on an employee’s behalf for shares withheld for tax-withholding purposes. We have reclassified $10 million and $9 million from other operating activities to other financing activities in the Statements of Cash Flows for the years ended December 31, 2016 and 2015, respectively.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires inventory not measured using either the last in, first out or the retail inventory method towould be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling pricepaid in the ordinary course of business (in the case of creditors of the Weatherford Parties, following consummation of the Plan). All existing customer and vendor contracts remained in place and were serviced in the ordinary course of business.

Weatherford Bermuda commenced provisional liquidation proceedings (“Bermuda Proceedings”) pursuant to the Bermuda Companies Act 1981 by presenting a winding up petition to the Supreme Court of Bermuda (“Bermuda Court”). The Bermuda Court appointed a provisional liquidator who acted as an officer of the Bermuda Court. The appointment of the provisional liquidator provided an automatic statutory stay of proceedings in Bermuda against Weatherford Bermuda and its assets. On the return date of September 6, 2019 for the Bermuda petition - similar to a second day hearing in a Chapter 11 proceeding - Weatherford Bermuda postponed its petition for a specified period, while the Cases were administered. Before the Weatherford Parties emerged from Chapter 11, Weatherford Bermuda, along with the provisional liquidator and subject to the direction of the Bermuda Court, convened meetings of the impaired creditors in order to consider and approve, if appropriate, a scheme of arrangement pursuant to the Bermuda Companies Act 1981. The terms of the approved Bermuda scheme mirrored the terms of the Plan and was a mechanism for ensuring that all of the impaired creditors of Weatherford Bermuda were bound by the terms of the Bermuda scheme. The Bermuda Scheme was effective as of November 25, 2019.

On September 23, 2019, Weatherford Ireland filed a petition under the Irish Companies Act 2014 in Ireland (“Irish Examinership Proceeding”) to seek approval for its scheme of arrangement following confirmation of the Plan in the U.S. The filing of the Irish Examinership Proceeding commenced a 100-calendar day protection period under Irish law, during which Weatherford Ireland had the benefit of protection against enforcement and other actions by its creditors. Weatherford Ireland continued operating its business in the ordinary course during the protection period. The approved terms of the Irish scheme mirrored the terms of the Plan. The Irish scheme was approved by the Irish High Court on December 12, 2019.

Subject to certain exceptions, under the Bankruptcy Code, the filing of the Cases automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Weatherford Parties or their property to recover, collect or secure a claim arising prior to the date of the Cases. In addition, all of the Weatherford Parties’ prepetition unsecured senior notes and related unpaid interest were liabilities subject to compromise, further discussed below. Since the commencement of the Cases until emergence, the Weatherford Parties continued to operate their businesses as debtors-in-possession under the jurisdiction of and in accordance with the applicable provisions of the Bankruptcy Code, orders of the Bankruptcy Court, the Irish Examinership Proceeding and the Bermuda Proceeding.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements


Emergence

On the Effective Date of December 13, 2019, except as noted below:

(1)the Company amended and restated its certificate of incorporation and bylaws on December 10, 2019;
(2)the Company appointed new members to the Successor’s board of directors to replace the directors of the Predecessor;
(3)all outstanding obligations under our unsecured senior and exchangeable notes were cancelled and the applicable agreements governing such obligations were terminated; for additional details see “Note 14 – Long-term Debt”;
(4)the senior secured superpriority debtor-in-possession credit agreement (the “DIP Credit Agreement”) the Company previously entered into was paid in full and terminated; for additional details see “Note 13 – Short-term Borrowings and Other Debt Obligations”;
(5)the Company issued a $2.1 billion aggregate principal amount of unsecured 11.00% Exit Notes due 2024; for additional details see “Note 14 – Long-term Debt”;
(6)
the Company entered into a senior secured asset-based revolving credit agreement in an aggregate amount of $450 million (the “ABL Credit Agreement) with the lenders party thereto and Wells Fargo Bank, N.A. as administrative agent; for additional details see Note 13 – Short-term Borrowings and Other Debt Obligations;
(7)the Company entered into a senior secured letter of credit agreement in an aggregate amount of $195 million (the “LC Credit Agreement”) for issuance of bid and performance letters of credit; for additional details see Note 13 – Short-term Borrowings and Other Debt Obligations;
(8)the Company issued 69,999,954 shares of Successor new ordinary shares (“New Ordinary Shares”) to the holders of the Company’s existing senior notes and holders of the existing ordinary shares (“Old Ordinary Shares”); for additional details see “Note 20 – Shareholders’ Equity (Deficiency)”;
(9)the Company issued warrants (the “New Warrants”), to holders of the Company’s existing Old Ordinary Shares, to purchase up to an aggregate of 7,777,779 New Ordinary Shares in the Company at an exercise price of $99.96 per ordinary share. The New Warrants are exercisable until the earlier of December 13, 2023 and the date of consummation of any liquidity event as defined in the Warrant Agreement; for additional details see “Note 20 – Shareholders’ Equity (Deficiency)”.
Prepetition Charges

Expenses, gains and losses that are realized or incurred before July 1, 2019 and in relation to the Cases are recorded under the caption “Prepetition Charges” on our Consolidated Statements of Operations. The $86 million of prepetition charges primarily consisted of professional and other fees related to the Cases.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Reorganization Items

Any expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and as a direct result of the Cases are recorded under “Reorganization Items” on our Consolidated Statements of Operations for the Predecessor and Successor Periods and consisted of the following:
  Successor  Predecessor
  Period From  Period From
  12/14/19  01/01/19
  through  through
Reorganization Gain (Expense) (Dollars in millions) 12/31/19  12/13/19
Gain on Settlement of Liabilities Subject to Compromise $
  $4,297
Fresh Start Valuation Adjustments 
  1,434
Reorganization Items for Plan Effects (Non-Cash) 
  5,731
      
Unamortized Debt Issuance and Discount $
  $(128)
Unamortized Interest Rate Derivative Loss 
  (8)
Reorganization Items (Non-Cash) 
  (136)
      
Backstop Commitment Fees $
  $(81)
DIP Financing Fees 
  (56)
Professional Fees (4)  (69)
Reorganization Fees (4)  (206)
      
Total Reorganization Items $(4)  $5,389
      
Reorganization Items (Fees) Unpaid $30
  $30
Reorganization Items (Fees) Paid $4
  $176



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Liabilities Subject to Compromise

The Weatherford Parties’ prepetition principal balance on the Predecessor’s unsecured Senior and Exchangeable Senior Notes and related unpaid accrued interest as of the Petition Date were reclassified from “Long-term Debt” and “Other Current Liabilities”, respectively, to “Liabilities Subject to Compromise” on our Consolidated Balance Sheets on July 2, 2019 and during the bankruptcy proceedings at the amounts that were allowed as claims by the Bankruptcy Court. See also “Note 3 – Fresh Start Accounting” for further details. Upon emergence from bankruptcy, the liabilities subject to compromise of $7.6 billion were cancelled and the applicable agreements governing such obligations were terminated.
 Predecessor
 December 13,
(Dollars in millions)2019
5.125% Senior Notes due 2020$365
5.875% Exchangeable Senior Notes due 20211,265
7.75% Senior Notes due 2021750
4.50% Senior Notes due 2022646
8.25% Senior Notes due 2023750
9.875% Senior Notes due 2024790
9.875% Senior Notes due 2025600
6.50% Senior Notes due 2036453
6.80% Senior Notes due 2037259
7.00% Senior Notes due 2038461
9.875% Senior Notes due 2039250
6.75% Senior Notes due 2040463
5.95% Senior Notes due 2042375
Accrued Interest on Senior Notes and Exchangeable Senior Notes207
Liabilities Subject to Compromise$7,634


The contractual interest expense on our Senior and Exchangeable Senior Notes is in excess of recorded interest expense on these notes by $257 million during the bankruptcy proceeding from the Petition Date until the Effective Date and was not included as interest expense on the Consolidated Statements of Operations for the Predecessor Period because the Company discontinued accruing interest subsequent to the Petition Date in accordance with ASC 852. We did not make any interest payments on our Senior and Exchangeable Senior Notes subsequent to the commencement of the Cases.



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

3. Fresh Start Accounting

Fresh Start Accounting

Upon emergence from bankruptcy, we qualified for and adopted Fresh Start Accounting in accordance with ASC 852, which resulted in the Company becoming a new entity for financial reporting purposes because (1) the holders of the then existing common shares of the Predecessor received less reasonably predictablethan 50 percent of the new common shares of the Successor outstanding upon emergence and (2) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims.

The reorganization value derived from the range of enterprise values associated with the Plan was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values (except for deferred income taxes) with the remaining excess value allocated to goodwill in accordance with ASC 805 – Business Combinations. The amount of deferred income taxes recorded was determined in accordance with ASC 740 – Income Taxes. The Effective Date fair values of the Company’s assets and liabilities differ materially from their recorded values as reflected on the historical balance sheets.

Reorganization Value

Under ASC 852, the Successor determined a value to be assigned to the equity of the emerging entity as of the date of adoption of Fresh Start Accounting. Based on the Company’s revised projections filed with the SEC on a Form 8-K on October 7, 2019 and October 16, 2019, management and its investment bankers reassessed the value of the Company, resulting in an estimated range of enterprise value between $4.5 billion and $6.0 billion. The Company engaged third-party valuation advisors to assist in determining a point estimate of enterprise value within the range. Management concluded that the best point estimate of enterprise value was $4.5 billion. The Company engaged valuation experts to assist management in the allocation of such enterprise value to the assets and liabilities for financial reporting purposes based on management’s latest outlook as of the effective date. Based on this reassessment, the Company deemed it appropriate to use a final enterprise value of $4.5 billion for financial reporting purposes.

The following table reconciles the enterprise value to the estimated fair value of our Successor common shares as of the Fresh Start Reporting Date:
(Dollars in millions)Fresh Start Reporting Date
Enterprise Value$4,516
Plus: Cash and Cash Equivalents (includes $25 million cash collateral released from restricted cash on 12/17/19)518
Less: Fair Value of Debt(2,103)
Fair Value of Successor Equity$2,931

The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to the Company’s individual assets as of the Fresh Start Reporting Date:
(Dollars in millions)Fresh Start Reporting Date
Enterprise Value$4,516
Plus: Cash and Cash Equivalents (includes $25 million cash collateral released from restricted cash on 12/17/19)518
Plus: Current Liabilities Excluding Short-term Borrowings and Current Portion of Long-term Debt1,707
Plus: Non-current Liabilities Excluding Long-term Debt627
Reorganization Value of Successor’s Assets to be Allocated$7,368


With the assistance of third-party valuation advisors, we determined the enterprise and corresponding equity value of the Successor using various valuation methods, including: (i) a calculation of the present value of future cash flows based on our financial projections, and (ii) a peer group trading analysis. The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the financial projections, the

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, we cannot assure you that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially.

Valuation Process

The fair values of the Company’s principal assets, including inventory, rental and service equipment, real property, and intangible assets were estimated with the assistance of third-party valuation advisors. In addition, we also estimated the fair value of the Company’s lease liabilities, Exit Notes, and New Warrants issued.

Inventory

The fair value of the inventory was determined by using both a cost approach and income approach. Inventory was segregated into raw materials, spare parts, work in process (“WIP”), and finished goods. Fair value of completion, disposal,raw materials and transportation.spare parts inventory were determined using the cost approach. Fair value of WIP and finished goods inventory were determined by estimating the net realizable value of the inventory, adjusted for holding period before an item is sold. Additional obsolescence assessment was performed on the estimated fair value of inventory to determine if further adjustments were necessary.

Property, Plant and Equipment

Land, Buildings and Leasehold Improvements

The fair value of real property locations were estimated using the sales comparison (market) approach and cost approach. As part of the valuation process, the third-party advisors obtained information on the Company’s current usage, building type, year built, and history of major capital expenditures made by the Company. Certain site inspections were conducted and review of market information such as comparable sales and current listings were obtained for the Company’s largest sites. In addition, an obsolescence assessment for real property locations at the reporting unit level was reviewed to determine if adjustments to fair value estimates were needed.

Rental and Service Equipment, Machinery and Other

The fair values of rental and service equipment and machinery were estimated using a direct and indirect cost approach depending upon the asset type. The cost approach estimates fair value by considering the amount required to construct or purchase a new asset of equal utility at current prices, with adjustments for asset function, age, physical deterioration, and obsolescence. For certain assets, such as trucks, trailers and metalworking equipment, where an active secondary market exists, fair value was estimated using the market approach.

Intangible Assets

We applied the income approach methodology to estimate the value of developed and acquired technology and trade name (the “Intangible Assets”). The value of the Company’s trade name and developed and acquired technology were estimated through the relief from royalty method based on the present value of the cost savings realized due to the Company’s ownership of the assets. For acquired and developed technology, the present values of the hypothetical royalty savings were applied to revenue attributable to technologies after obsolescence. The hypothetical royalty savings percentage ranged from 1% to 7% of revenue depending on the segment, reporting unit and market differentiation the technologies. For the Company’s trade name, the present value of hypothetical royalty savings applied to revenue attributable to trade name ranged from 1.5% to 2% depending on the reporting unit. The present value of the after tax cash flows for all Intangible Assets were estimated based on a discount rate between 12.8% and 16%.

Lease liabilities and right of use assets

The fair value of lease liabilities was measured as the present value of the remaining lease payments, as if the lease were a new lease as of the Effective Date. The Company used its incremental borrowing rate (“IBR”) as the discount rate in determining the present value of the remaining lease payments, which is consistent with the market yield utilized in determining the fair value of the Company’s Exit Notes, discussed below. Based upon the corresponding lease term, the IBR ranged from 8.45% to 10.35%.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Upon emergence from bankruptcy on December 13, 2019, the ROU assets were revalued based upon the present value of market-based rent. The remeasurement of our ROU assets was based on the real estate market discount rate as of December 13, 2019.

Exit Notes

The fair value of the Exit Notes was estimated to approximate par value based on third-party valuation advisors’ analysis of the Company’s collateral coverage, financial metrics, and interest rate for the Exit Notes relative to market rates.

New Warrants

The fair value of the new warrants was estimated by applying a Black-Scholes model. The Black-Scholes model is a pricing model used to estimate the theoretical price or fair value for a European-style call or put option/warrant based on current stock price, strike price, time to maturity, risk-free rate, volatility, and dividend yield.

Consolidated Balance Sheet

The adjustments included in the following fresh start consolidated balance sheet reflect the effects of the transactions contemplated by the Plan and executed by the Company on the Fresh Start Reporting Date (reflected in the column “Reorganization Adjustments”), and fair value and other required accounting adjustments resulting from the adoption of Fresh Start Accounting (reflected in the column “Fresh Start Accounting Adjustments”). The explanatory notes provide additional information and significant assumptions with regard to the adjustments recorded and the methods used to determine the fair values.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

 As of December 13, 2019
     Fresh Start  
   Reorganization Accounting  
(Dollars in millions)Predecessor Adjustments (1) Adjustments Successor
Assets:       
  Cash and Cash Equivalents$641
 $(148)
(2) 
$
 $493
  Restricted Cash398
 (137)
(3) 

 261
  Accounts Receivable, Net1,274
 
 
 1,274
  Inventories, Net1,071
 
 (84)
(17) 
987
  Other Current Assets494
 (4)
(4) 
(14)
(18) 
476
Total Current Assets3,878
 (289) (98) 3,491
        
  Property, Plant and Equipment, Net1,838
 
 289
(19) 
2,127
  Goodwill
 
 239
(20) 
239
  Intangible Assets, Net166
 
 957
(21) 
1,123
  Other Non-current Assets336
 25
(5) 
27
(22) 
388
Total Assets$6,218
 $(264) $1,414
 $7,368
        
Liabilities:       
  Debtor in Possession Financing$1,528
 $(1,528)
(6) 
$
 $
  Short-term Borrowings and Current Portion of
  Long-term Debt
319
 (305)
(7) 
(1)
(23) 
13
  Accounts Payable667
 (4)
(8) 

 663
  Accrued Salaries and Benefits263
 
 
 263
  Income Taxes Payable214
 
 
 214
  Other Current Liabilities618
 (22)
(9) 
(39)
(24) 
557
Total Current Liabilities3,609
 (1,859) (40) 1,710
        
  Long-term Debt60
 2,097
(10) 
(6)
(25) 
2,151
  Other Non-current Liabilities518
 
 58
(26) 
576
Total Liabilities Not Subject to Compromise4,187
 238
 12
 4,437
        
Liabilities Subject to Compromise7,634
 (7,634)
(11) 

 
        
Shareholders’ Equity (Deficiency):       
  Predecessor Ordinary Shares1
 (1)
(12) 

 
  Successor Ordinary Shares
 
(13) 

 
  Predecessor Capital in Excess of Par Value6,733
 (35)
(14) 
(6,698)
(27) 

  Successor Capital in Excess of Par Value
 2,897
(15) 

(28) 
2,897
  Retained Earnings (Deficit)(10,682) 4,271
(16) 
6,411
(27) 

  Accumulated Other Comprehensive Income
  (Loss)
(1,697) 
 1,697
(27) 

Weatherford Shareholders’ Equity (Deficiency)(5,645) 7,132
 1,410
 2,897
  Noncontrolling Interests42
 
 (8)
(28) 
34
Total Shareholders’ Equity (Deficiency)(5,603) 7,132
 1,402
 2,931
Total Liabilities and Shareholders’ Equity (Deficiency)$6,218
 $(264) $1,414
 $7,368

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Reorganization Adjustments (Dollars in Millions)

Reorganization adjustments required in connection with the application of Fresh Start Accounting and the allocation of the enterprise value to our individual assets and liabilities by reporting unit resulted in the following Reorganization Adjustments.

(1)Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, issuances of the Successor’s common shares, proceeds received from the Successor’s debt offering and transfer of restricted cash for the issuance of the Successor’s debt.
(2)Net change in Cash and Cash Equivalents:
Proceeds from Exit Notes$1,600
Cash Collateral Released167
Payment in full on the DIP Credit Agreement and related unpaid interest(1,531)
Payment in full on the A&R Credit Agreement and related unpaid interest(306)
Payment to Escrow Remaining Professional Fees(30)
Payment on Deferred Financing Fees for Exit Credit Agreements(22)
Payments on Other Liabilities(18)
Payment on Professional Fees not escrowed(8)
  Net Change in Cash and Cash Equivalents$(148)

(3)Net change in Restricted Cash:
Payment to Escrow Professional Fees$30
Cash Collateral Released(167)
  Net Change in Restricted Cash$(137)

(4)Represents the reclass of amounts to deferred financing fees on the Exit Credit Agreements.

(5)Net change in Other Non-current Assets include the following:
Payment on Deferred Financing Fees, Including Professional Fees, on the Exit Credit Agreements.$22
Reclass of amounts from Other Current Assets to deferred financing fees on the Exit Credit Agreements.4
Accrual of Deferred Financing Fees on the Exit Credit Agreements1
Write-off of Deferred Financing Fees on the A&R Credit Agreement(2)
  Net Change in Other Non-current Assets$25

(6)Represents the payment in full on the DIP Credit Agreement Principal.

(7)Represents the payment in full on the A&R Credit Agreement Principal.

(8)The decrease in Accounts Payable represents the payment on professional fees offset by the accrual of deferred financing fees.

(9)Net change in Other Current Liabilities include the following:
Payments of Other Liabilities$(18)
Payment of Interest on the DIP Credit Agreement(3)
Payment of Interest on the A&R Credit Agreement(1)
  Net Change in Other Current Liabilities$(22)

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements


(10)Changes in Long-term debt include the issuance of the unsecured 11.00% Exit Notes Due 2024 which is comprised of $1.6 billion of the Exit Rights Offering Notes and $500 million of the Exit Takeback Notes, offset by the accrual of deferred financing fees.

(11)Liabilities Subject to Compromise to be settled in accordance with the Plan and the resulting gain were determined as follows:
Liabilities Subject to Compromise$7,634
Distribution of equity to creditors(2,837)
Issue Exit Takeback Notes to creditors(500)
  Gain on Settlement of Liabilities Subject to Compromise$4,297

(12)Represents the cancellation of Predecessor Ordinary Shares at Par Value.

(13)Represents the issuance of New Ordinary Shares to Creditors and Prior Ordinary Share Holders at Par Value.

(14)Net change in Predecessor Capital in Excess of Par Value include the following:
Acceleration of share-based compensation$24
Cancellation of Predecessor Ordinary Shares1
Issuance of New Ordinary Shares to Prior Ordinary Share Holders(29)
Issuance of New Warrant to Prior Ordinary Share Holders$(31)
  Net Change in Predecessor Capital in Excess of Par Value$(35)

(15)Net change in Successor Capital in Excess of Par Value include the following:
Issuance of New Ordinary Shares to Creditors$2,837
Issuance of New Warrant to Prior Ordinary Share Holders31
Issuance of New Ordinary Shares to Prior Ordinary Share Holders29
  Net Change in Successor Capital in Excess of Par Value$2,897

(16)Net Change in Retained Deficit include the following:
Gain on Settlement of Liabilities Subject to Compromise$4,297
Acceleration of share-based compensation(24)
Write-off of deferred financing fees on the A&R Credit Agreement(2)
  Net Change in Retained Deficit$4,271

Fresh Start Adjustments (Dollars in Millions)

(17)Changes in Inventories, Net reflect the fair value adjustment of $84 million.
 Successor Fair Value  Predecessor Historical Value
Raw Materials, Components and Supplies78
  $78
Work in Process51
  55
Finished Goods858
  938
  Totals$987
  $1,071

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements


(18)Reflects the elimination of current deferred costs associated with contracts with customers of $10 million and the elimination of certain prepaid taxes of $4 million due to the adoption of Fresh Start Accounting.

(19)Changes in Property, Plant and Equipment, Net reflect the fair value adjustment of $289 million.
 Successor Fair Value  Predecessor Historical Value
Land, Buildings and Leasehold Improvements$569
  $1,205
Rental and Service Equipment1,280
  4,697
Machinery and Other278
  1,543
 2,127
  7,445
Less: Accumulated Depreciation
  (5,607)
  Property, Plant and Equipment, Net$2,127
  $1,838

(20)Reflects the recognition of Goodwill.

(21)Changes in Intangible Assets reflect the fair value adjustment of $957 million.
 Successor Fair Value  Predecessor Historical Value
Developed and Acquired Technology$728
  $74
Trade Name395
  
Customer Relationships and Contracts
  39
Other
  53
  Totals$1,123
  $166

(22)Reflects the fair value adjustment to the increase the Company’s Right of Use Assets by $13 million and Non-current Deferred Tax Asset by $14 million.

(23)Reflects the fair value adjustment to the Company’s current portion of financed lease obligations.

(24)Reflects the fair value adjustments to (i) increase the current portion of operating lease obligations by $5 million, (ii) decrease deferred revenues associated with contracts with customers by $29 million, and (iii) decrease intangible liability by $15 million.

(25)Reflects the fair value adjustment to the Company’s long-term portion of financed lease obligations.

(26)Reflects the fair value adjustment to (i) increase the long-term portion of operating lease obligations by $22 million, (ii) decrease the intangible liability by $7 million, and (iii) record a Non-current Deferred Tax Liability of $43 million.

(27)Reflects the cumulative impact of Fresh Start Accounting adjustments discussed herein and the elimination of Predecessor accumulated other comprehensive loss and Predecessor accumulated deficit.

(28)Reflects the fair value adjustment to noncontrolling ownership interests in certain subsidiaries.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

4. New Accounting Pronouncements

Accounting Standards Adopted in 2019
Effective January 1, 2019, we adopted ASU No. 2016-02, Leases (Topic 842) issued by the FASB in February 2016 and the series of related updates that followed (collectively referred to as “Topic 842”), which requires a lessee to recognize a ROU lease asset and lease liability for all qualifying leases with terms longer than twelve months on the balance sheet, including those classified as operating leases under previously existing U.S. GAAP. The ASU also changes the definition of a lease and requires expanded quantitative and qualitative disclosures for both lessees and lessors.

We elected to adopt Topic 842 using the modified retrospective approach. As such, comparative financial information for prior periods has not been restated and continues to be reported under the previous accounting guidance for those periods. We did not elect the hindsight practical expedient. See “Note 12 – Leases” for additional lease information and practical expedients elected.

The impact of Topic 842 on our consolidated balance sheet beginning January 1, 2019 was through the recognition of ROU assets and lease liabilities for operating leases, while our accounting for finance leases (previously referred to as capital leases) remains substantially unchanged. Amounts recognized at January 1, 2019 for operating leases were as follows:
(Dollars in millions)Balance at January 1, 2019
Assets and Liabilities: 
Other Non-Current Assets$288
Other Current Liabilities92
Other Non-Current Liabilities219

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. We adopted ASU 2015-11this standard in the first quarter of 2017 prospectively with no impact on our Consolidated Financial Statements.2019 and an election was not made to reclassify the income tax effects of the Tax Cuts and Jobs Act from Accumulated Other Comprehensive Income to retained earnings.

Accounting Standards Issued Not Yet Adopted

In July 2017, the FASB issued ASU 2017-11, Part I Accounting for Certain Financial Instruments with Down Round Features,which amends the accounting for certain equity-linked financial instruments and states a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an

entity’s own stock. For an equity-linked financial instrument no longer accounted for as a liability at fair value, the amendments require a down round to be treated as a dividend and as a reduction of income available to commonordinary shareholders in basic earnings per share. We adopted this standard in the first quarter of 2019 on a retrospective basis and the adoption did not have a significant impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans, which makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and other post-retirement benefit plans. We adopted ASU 2018-14 for the year ended December 31, 2019 and the adoption did not have a significant impact on the disclosures to our Consolidated Financial Statements.

Accounting Standards Issued Not Yet Adopted

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The ASU is effective beginning with the first quarter of 2019,2020, and early adoption is permitted. The ASU is required to be applied retrospectively, to outstanding instruments. Weatherford hasexcept the new Level 3 disclosure requirements which are applied prospectively. We evaluated the potential impact thatof this new standard will have on our Consolidated Financial Statements and concluded that the adoption of the ASU will not impact the liability classification of our warrant instrument.

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the presentation of net periodic pension and postretirement benefit cost (“net benefit cost”). The service cost component of net benefit cost will be bifurcated and presented with other employee compensation costs, while other components of net benefit costs will be presented separately outside of income from operations. The standard is required to be applied on a retrospective basis and will be effective beginning with the first quarter of 2018. The adoption of this amended guidance is not expected to have a materialsignificant impact on the disclosures to our consolidated financial statements, other than the $41 million income adjustment of non-service cost components from operating expenses to other income (expense) for 2017.Consolidated Financial Statements.


In OctoberJune 2016, the FASB issued ASU 2016-16, Income Taxes2016-13, Financial Instruments – Credit Losses (Topic 740)326): Intra-Entity TransfersMeasurement of Assets Other Than Inventory, Credit Losses on Financial Instruments, which eliminates areplaces the incurred loss impairment methodology in current exception in U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable

Table of ContentsItem 8 | Notes to the recognitionConsolidated Financial Statements

information to determine credit loss estimates. The guidance requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance applies to (i) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, and (ii) loan commitments and other off-balance sheet credit exposures. The amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We will adopt the new standard, including subsequent amendments, on the effective date of January 1, 2020. We evaluated the income tax effectspotential impact of temporary differences that result from intra-entity transfers of non-inventory assets. The intra-entity exception is being eliminated under the ASU. The standard is required to be applied on a modified retrospective basis and will be effective beginning with the first quarter of 2018.  We estimate that the impact that this new standard and concluded that the adoption of the ASU will not have a significant impact on our Consolidated Financial Statements will be a reversal of $105 million of prepaid taxes through retained earnings. Prospectively, any taxes paid that result from the intra-entity transfers of non-inventory assets will be recognized in current tax expense.Statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires a lessee to recognize a lease asset and lease liability for most leases, including those classified as operating leases under existing U.S. GAAP. The ASU also changes the definition of a lease and requires expanded quantitative and qualitative disclosures for both lessees and lessors.

Under ASU 2016-02, we will revise our leasing policies to require most of the leases, where we are the lessee, to be recognized on the balance sheet as a lease asset and lease liability whereas currently we do not recognize operating leases on our balance sheet. Further, we will separate leases from other contracts where we are either the lessor or lessee when the rights conveyed under the contract indicate there is a lease, where we may not be required to do so under existing policies. While we cannot calculate the impact ASU 2016-02 will have on Weatherford’s financial statements, we anticipate that Weatherford’s assets and liabilities will increase by a significant amount. This standard will be effective for us beginning with the first quarter of 2019. We do not anticipate adopting ASU 2016-02 early, which is permitted under the standard. 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which will replace most existing revenue recognition guidance in U.S. GAAP. ASU 2014-09 will require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 requires a five-step approach to recognizing revenue: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. Subsequent to ASU 2014-09’s issuance, Topic 606 has been affected by other FASB updates that address certain aspects of Topic 606 or revised the effective date of the accounting changes.

Under ASU 2014-09, we will revise our revenue recognition policy to require revenue recognition when control passes. This is a change from current policies, which generally require revenue recognition when delivery has occurred and risk and rewards of ownership have passed.

We adopted ASU 2014-09 as of January 1, 2018. ASU 2014-09 permits two transition methods: the retrospective method or the modified retrospective method. Weatherford applied the modified retrospective method which requires the recognition of a cumulative effect as an adjustment to opening retained earnings on the initial date of adoption.

We have commenced our implementation of ASU 2014-09 and completed an assessment of the differences between ASU 2014-09 and current accounting practices (gap analysis). Our approach involved comparing existing accounting requirements to the requirements under Topic 606 for each of our product lines and reviewing a sample of contracts within each product line and region. We are currently in the process of establishing new policies, procedures, and controls, establishing appropriate presentation and disclosure changes and quantifying any adoption date adjustments. Although not finalized, based on the implementation efforts

performed, management’s assessment is that ASU 2014-09 will not materially affect us. Any changes are not expected to have any impact to our cash flows.


2.  Business Combinations5. Accounts Receivable Factoring and DivestituresOther Receivables

Acquisitions


From time to time, we acquire businessesparticipate in factoring arrangements to sell accounts receivable to third-party financial institutions. During the Successor Period, we believe are important to our long-term strategy. Resultssold accounts receivable of operations for acquisitions$7 million, recognized an insignificant loss and received cash proceeds of $7 million. In the 2019 Predecessor Period, we sold accounts receivable of $199 million, recognized a loss of $1 million and received cash proceeds of $186 million. For the full year 2019, we sold a total combined amount of accounts receivable of $206 million, recognized a loss of $1 million and received cash proceeds totaling $193 million on these sales. In 2018, we sold accounts receivables of $382 million, recognized a loss of $2 million and received cash proceeds totaling $373 million on these sales. In 2017, we sold accounts receivables of $227 million, recognized a loss of $1 million and received cash proceeds totaling $223 million on these sales. Our factoring transactions were recognized as sales, and the proceeds are included as operating cash flows in our Consolidated Statements of Cash Flows.

In the first quarter of 2017, we converted trade receivables of $65 million into a note from a customer with a face value of $65 million. The note had a three-year term at a 4.625% stated interest rate. During the second quarter of 2017, we sold the note for $59 million.

6. Inventories, Net

Inventories, net of reserves, by category were as follows:
 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
Raw Materials, Components and Supplies$78
  $131
Work in Process64
  47
Finished Goods830
  847
 $972
  $1,025


During the 2019 Predecessor Period, and years ended December 31, 2018 and 2017, we recognized inventory write-off and other related charges, including excess and obsolete charges, totaling $159 million, $80 million and $540 million, respectively. These charges were largely attributable to the downturn in the accompanyingoil and gas industry, where certain inventory has been deemed commercially unviable or technologically obsolete considering current and future demand.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

7. Business Combinations and Divestitures

Acquisitions

On March 26, 2018, we acquired the remaining 50% equity interest in our Qatari joint venture that we previously accounted for as an equity method investment and consolidated the entity. The total consideration to purchase the remaining equity interest was $87 million, which is comprised of a cash consideration of $72 million and an estimated contingent consideration of $15 million related to services the Qatari entity will render under new contracts. Of the $72 million in cash consideration, $48 million was paid in accordance with closing terms through the joint venture, with the remaining payment of $24 million to be paid two years from closing. As a result of this step acquisition transaction with a change in control, we remeasured our previously held equity investment to fair value and recognized a $12 million gain. The Level 3 fair value of the acquisition was determined using an income approach. The unobservable inputs to the income approach included the Qatari entity’s estimated future cash flows and estimates of discount rates commensurate with the entity’s risks. Upon consolidation, we recognized intangible assets of $22 million, PP&E of $25 million, goodwill of $27 million, other current assets of $16 million and other liabilities of $43 million as a result of the purchase accounting assessment.

Divestitures

On April 30, 2019, we completed the sale of our Reservoir Solutions business, also known as our laboratory services business to Oil & Gas Labs, LLC, an affiliate of CSL Capital Management, L.P., for an aggregate purchase price of $206 million in cash, subject to escrow release and customary post-closing working capital adjustments. The business disposition included our laboratory and geological analysis business, including the transfer of substantially all personnel and associated contracts related to the business. We recognized a gain of $117 million and divested a carrying amount of $61 million in net assets previously included in held for sale.

On April 30, 2019, we completed the sale of our surface data logging business to Excellence Logging for $50 million in total consideration, subject to customary post-closing working capital adjustments. The business disposition included our surface data logging equipment, technology and associated contracts related to the business. We recognized an insignificant loss and divested a carrying amount of $34 million in net assets previously included in held for sale.

In the first quarter of 2019, we completed the final closings in a series of closings pursuant to the purchase and sale agreements (“Agreements”) entered into with ADES International Holding Ltd. (“ADES”). We entered into the Agreements in July of 2018 to sell our land drilling rig operations in Algeria, Kuwait and Saudi Arabia, as well as two idle land rigs in Iraq, for an aggregate purchase price of $288 million to be completed in a series of closings. As a result of entering into certain purchase and sale agreements as asset sales, we recognized asset write-down charges of $58 million for deferred mobilization costs and other rigs related assets as such costs were no longer recoverable. During the third quarter of 2018, we recorded an $18 million charge to “Long-Lived Asset Impairments, Asset Write-Downs and Other” in our Consolidated Statements of Operations fromto correct an immaterial error relating to our estimates of recoverability of certain assets associated with the dateoriginal and ongoing valuation of acquisition.the assets and liabilities classified as held for sale associated with the planned disposition of our land drilling rig operations. We received the remaining gross proceeds of $72 million and recognized a loss of $6 million in the first quarter of 2019. The carrying amounts of net assets divested previously included in held for sale was $66 million. In the fourth quarter of 2018, we received gross proceeds of $216 million and recognized a loss of $9 million. The carrying amount of the assets and liabilities held for sale sold in 2018 totaled $253 million and $36 million, respectively, to include PP&E, inventory, accounts receivable and other assets and liabilities. The closings in the fourth quarter of 2018 were for our land drilling rigs operations in Kuwait and Saudi Arabia. We divested several of our remaining rig assets through separate asset sale agreements throughout 2019.

In March of 2018, we completed the sale of our continuous sucker rod service business in Canada for a purchase price of $25 million and recognized a gain of $2 million. The carrying amounts of the major classes of assets divested total $23 million and included PP&E of $14 million, allocated goodwill of $8 million and inventory of $1 million. In the third quarter of 2018, we completed the sale of an equity investment in a joint venture for the acquisitions is allocated to the net assets acquired based upon their estimated fair values at the date$12.5 million and recognized a gain of acquisition. We did not complete any material acquisitions during the year ended$3 million.

In December 31, 2017 or 2016.

Divestitures

On December 29,of 2017, we completed the sale of our U.S. pressure pumping and pump-down perforating assets for $430 million in cash. As part of this transaction, we disposed of our ownership of our U.S. pressure pumping and pump-down perforating related facilities and supplier and customer contracts. Proceeds from the sale were appliedused to reduce outstanding indebtedness.

The net gain on the disposition of the U.S. pressure pumping and pump-down assets was $96 million. The carrying amount of the major classes of assets divested total $391 million and included PP&E of $222 million, allocated goodwill of $162 million and inventory of $7 million. The carrying amounts of the major classes of assetsliabilities divested total $61 million and included other liabilities of U.S. pressure pumping$52 million and pump-down perforating divested are as follows:long-term debt of $9 million.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements
  December 31,
(Dollars in millions) 2017
Assets:  
Inventory, Net $7
Property, Plant and Equipment, Net 222
Goodwill 162
Total Assets $391
   
Liabilities:  
Long-term Debt $9
Other Liabilities 52
Total Liabilities $61



See “Note 9 – Long-Lived Asset Impairments and Asset Write-Downs” for further details related to impairments and those specific to our land drilling rigs assets.

Held for Sale


During the fourthsecond quarter of 2017,2019, we committed to a plan to divest ourreclassified remaining land drilling rigs assets. As such,held for sale assets of $53 million to assets held for use as the time required to close the recent land drilling rigs sales indicate that we reclassified the carrying amountsmay not be able to conclude that a sale is probable to occur in an appropriate timeline. However, we continue to pursue options to sell all of theour remaining land drilling rigs operations and successfully divested several of our remaining rig assets we plan to divestthrough separate asset sale agreements throughout 2019. At December 31, 2019, assets qualifying as held for sale were insignificant.

At December 31, 2018, assets qualifying as held for sale totaled $265 million and liabilities held for sale totaled $17 million. These amounts primarily consisted of our surface data logging and laboratory services business held for sale (which was completed as of December 31, 2017, which include $276 million of PP&EApril 30, 2019) and other assets and $64 million of inventory. As of December 31, 2017, we also had $19 million of other PP&Eour remaining land drilling rigs operations held for sale.sale (which the unsold portions were reclassified back to held for use). During 2018 and 2017, there were no reclassifications from held for sale into held and used.





Table
8. Property, Plant and Equipment, Net

Property, plant and equipment, net was composed of Contentsthe following:

 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
Land, Buildings and Leasehold Improvements$571
  $1,303
Rental and Service Equipment1,296
  4,869
Machinery and Other280
  1,700
 2,147
  7,872
Less: Accumulated Depreciation25
  5,786
  Property, Plant and Equipment, Net$2,122
  $2,086
3. Restructuring Charges

Due toDepreciation expense for the ongoing levels of exploration and production spending, we continue to reduce our overall cost structure and workforce to better align with current activity levels of exploration and production. The cost reduction plan which began in 2016 and continued throughout 2017 (the “2016-17 Plan”), included a workforce reduction and other cost reduction measures initiated across our geographic regions. Prior plans, including the 2016 cost reduction plan (the “2016 Plan”) and 2015 cost reduction plan (the “2015 Plan”) also included a workforce reduction and other cost reduction measures initiated across our geographic regions. Other restructuring charges in each plan include contract termination costs, relocation and other associated costs.

In connection with the 2016-17 Plan, we recognized restructuring charges of $183 million in 2017, which include severance benefits of $109 million, other restructuring charges of $62Successor Period was $25 million and restructuring related asset charges of $12 million.

In connection withwas $386 million during the 2016 Plan, we recognized restructuring charges of $280 million in 2016, which include severance benefits of $196 million, other restructuring charges of $44Predecessor Period, and $493 million and restructuring related asset charges of $40 million.

The 2015 Plan commenced in the fourth quarter of 2014 and included a worldwide workforce reduction and other cost reduction measures. In connection with the 2015 Plan, we recognized restructuring charges of $232$749 million in 2015, which include severance benefits of $149 million, other restructuring charges of $19 million and restructuring related asset charges of$64 million.
The following tables present the components of the restructuring charges by segment and plan for the years ended December 31, 2018 and 2017, 2016 and 2015.respectively.
 Year Ended December 31, 2017
  OtherTotal
(Dollars in millions)SeveranceRestructuringSeverance and
2016-17 PlanChargesChargesOther Charges
Western Hemisphere$42
$28
$70
Eastern Hemisphere35
42
77
Corporate32
4
36
Total$109
$74
$183

 Year Ended December 31, 2016
  OtherTotal
(Dollars in millions)SeveranceRestructuringSeverance and
2016 PlanChargesChargesOther Charges
Western Hemisphere$82
$71
$153
Eastern Hemisphere62
13
75
Corporate52

52
Total$196
$84
$280




 Year Ended December 31, 2015
  OtherTotal
(Dollars in millions)SeveranceRestructuringSeverance and
2015 Plan:ChargesChargesOther Charges
Western Hemisphere$68
$26
$94
Eastern Hemisphere66
57
123
Corporate15

15
Total$149
$83
$232



The severance and other restructuring charges gave rise to certain liabilities, the components of which are summarized below, and largely relate to the severance accrued as part of the 2016-17 Plan, the 2016 Plan and the 2015 Plan that will be paid pursuant to the respective arrangements and statutory requirements.
 At December 31, 2017
 2016-17 and 2016 Plans 2015 Plan Total
       Severance
 SeveranceOther SeveranceOther and Other
(Dollars in millions)LiabilityLiability LiabilityLiability Liability
Western Hemisphere$4
$17
 $
$
 $21
Eastern Hemisphere7
18
 
5
 30
Corporate10

 

 10
Total$21
$35
 $
$5
 $61
The following table presents the restructuring accrual activity for the year ended December 31, 2017.
   Year Ended December 31, 2017  
(Dollars in millions)Accrued Balance at December 31, 2016 Charges Cash Payments 
Other 
 Accrued Balance at December 31, 2017
2016-17 and 2016 Plans:         
Severance liability$52
 $109
 $(137) $(3) $21
Other restructuring liability22
 62
 (26) (23) 35
2015 Plan:         
Severance liability3
 
 (3) 
 
Other restructuring liability9
 
 (1) (3) 5
Total severance and other restructuring liability$86
 $171
 $(167) $(29) $61



4.  Supplementary Information

Cash paid for interest and income taxes was as follows:
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Interest paid$538
 $467
 $477
Income taxes paid, net of refunds87
 161
 331

In 2017 and 2016, we had non-cash financing obligations related to financed insurance premium and capital lease of equipment of $24 million and $25 million, respectively. During 2017, we purchased $50 million of held-to-maturity Angolan government bonds maturing in 2020: The carrying value of these investments approximate their fair value.


5.  Percentage-of-Completion Contracts


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

9. Long-Lived Asset Impairments and Asset Write-Downs

We accountrecognized long-lived asset impairments of $20 million for the 2019 Predecessor Period to write-down our assets to the lower of carrying amount or fair value less cost to sell for our long-term early production facility construction contractsland drilling rigs. We had asset write-downs of $91 million for assets where there was low or no demand.

The long-lived asset impairments in Iraq under the percentage-of-completion method. Our remaining contract in Zubair is in the final warranty stage. There has been no change to our cumulative estimated loss since December 31, 2016. Our net billings in excess of costs as of December 31, 20172019 were $56 million and are shown in the “Other Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets.

During 2016, we were break-even for our Zubair contract and cumulative estimated loss from the Iraq contracts was $532 million as of December 31, 2016. On May 26, 2016, we entered into an agreement with our customer containing the terms and conditions of the settlement on the Zubair contract. The settlement paid to us was a gross amount of $150 million, of which $62 million and $72 million was received in the second and third quarters of 2016, respectively. The settlement included variation order requests, claims for extension of time, payments of remaining contract milestones and new project completion timelines that resulted in relief from the liquidated damages provisions. We collected the remaining gross settlement of $16 million in January 2017.

As of December 31, 2016, we had no claims revenue, and our percentage-of-completion project estimate included a cumulative $25 million in approved change orders and $16 million of back charges. Our net billings in excess of costs as of December 31, 2016 were $45 million and are shown in the “Other Current Liabilities” on the Consolidated Balance Sheet. The amounts associated with these contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is reasonably assured.

During 2015, we recognized estimated project losses of $153 millionprimarily related to our long-term early production facility construction contracts in Iraq accounted for under the percentage-of-completion method. Total estimated losses on these loss projects were $532 million at December 31, 2015. As of December 31, 2015, our percentage-of-completion project estimates include $116 million of claims revenue and $28 million of back charges. During 2015, an additional $32 million of claims revenue was included in our project estimates. Our costs in excess of billings as of December 31, 2015 were $6Western Hemisphere segment totaling $13 million and are shown in the “Other Current Assets” on our Consolidated Balance Sheets. We also had a variety of unapproved contract change orders or claims that are not included in our revenues as of December 31, 2015. The amounts associated with these contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is reasonably assured.

6.  Accounts Receivable Factoring and Other Receivables

From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions. In 2017, we sold accounts receivable of $227 million, recognized a loss of $1 million and received cash proceedsEastern Hemisphere totaling $223 million on these sales. In 2016, we sold accounts receivables of $156 million, recognized a loss of $0.7 million and received cash proceeds totaling $154 million on these sales. In 2015, we sold accounts receivables of $78 million, recognized a loss of $0.2 million and received cash proceeds totaling $77 million on these sales. Our factoring transactions were recognized as sales, and the proceeds are included as operating cash flows in our Consolidated Statements of Cash Flows.

In the first quarter of 2017, Weatherford converted trade receivables of $65 million into a note from the customer with a face value of $65$7 million. The note had a three year term at a 4.625% stated interest rate. We reported the note as a trading security within “Other Current Assets” at fair value on the Condensed Consolidated Balance Sheets at its fair value of $58 million on March 31, 2017. The note fair value was considered a Level 2 valuation and was estimated using secondary market data for similar bonds. During the second quarter of 2017,2019, we soldreclassified our remaining land drilling rigs assets back into held for use. The 2019 impairments were due to the note for $59 million.



During the second quarter of 2016, we accepted a note with a face value of $120 million from PDVSA in exchange for $120 million in net trade receivables. The note had a three year term at a 6.5% stated interest rate. We carried the note at lower of cost or fair value and recognized a loss in the second quarter of 2016 of $84 million to adjust the note to fair value. In the fourth quarter of 2016, we sold the economic rights in the note receivable for $44 million and recognized a gain of $8 million.

7.  Inventories, Net

Inventories, net of reserves, by category were as follows:
 December 31,
(Dollars in millions)2017 2016
Raw materials, components and supplies$144
 $168
Work in process47
 49
Finished goods1,043
 1,585
 $1,234
 $1,802

Work in process and finished goods inventories include cost of materials, labor and manufacturing overhead. During 2017, 2016 and 2015, we recognized inventory write-off and other related charges, including excess and obsolete totaling $540 million, $269 million and $244 million, respectively. These charges were largely attributable tosustained downturn in the oil and gas industry wherethat resulted in us having to reassess our disposal groups for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain inventory has been deemed commercially unviabledisposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. The Level 3 fair values of the long-lived assets were determined using a combination of the market and income approach. The market approach considered market sales values for similar assets. The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks. See “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in the impairment calculation.

During 2018, we recognized long-lived asset impairments of $151 million, of which $141 million ($43 million in our Western Hemisphere segment and $98 million in our Eastern Hemisphere segment) was to write-down our land drilling rigs assets to the lower of carrying amount or technologically obsolete considering currentfair value less cost to sell and future demand.the remaining $10 million, of which $3 million was in our Western Hemisphere and $7 million is in our Eastern Hemisphere segment) of charges were for land drilling rigs assets charges not in held for sale. See “Note 7 – Business Combinations and Divestitures” for more details. The 2018 impairments were due to the sustained downturn in the oil and gas industry that resulted a reassessment of our disposal groups for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. See “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the fair value determination used in the impairment calculation.


8.  Long-Lived Asset Impairments

In the fourth quarter ofDuring 2017, we recognized long-lived asset impairments of $928$928 million, of which $923 million was related to PP&E impairments and $5 million was related to the impairment of intangible assets. The PP&E impairments in our Eastern Hemisphere segment include a $740 million write-down to the lower of carrying amount or fair value less cost to sell of our land drilling rigs classified as held for sale, $135 million related to Western Hemisphere segment product line assets and $37 million related to other Eastern Hemisphere segment product line assets. In addition, we recognized $11 million of long-lived impairment charges related to Corporate assets. The 2017 impairments were due to the sustained downturn in the oil and gas industry, whose recovery was not as strong as expected and whose recovery in subsequent quarters was slower than had previously been anticipated. The change in the expectations of the market’s recovery, in addition to successive negative operating cash flows in certain asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. See “Note 1415 – Fair Value of Financial Instruments, Assets and Equity Investments”Other Assets” for additional information regarding the fair value determination used in the impairment calculation.


During 2016,

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements


10. Goodwill and Intangible Assets

Goodwill

As a result of Fresh Start Accounting, we recognized long-lived asset impairment charges of $436$239 million of which $388 million was related to PP&E impairments and $48 million was related to the impairment of intangible assets. The PP&E impairment charges by segment were $251 million in the Western Hemisphere related to our Well Construction, Drilling Services and Managed Pressure Drilling assets and $137 million in the Eastern Hemisphere related to our Eastern Hemisphere Pressure Pumping assets. The intangible asset charge is related to the Well Construction and Completions businesses with $35 million attributable to the Western Hemisphere segment and $13 million related the Eastern Hemisphere segment.

The impairments in 2016 were due to the prolonged downturn in the oil and gas industry, whose recovery was not as strong as expected and whose recovery in subsequent quarters was slower than had previously been anticipated. The change in the expectations of the market’s recovery, in addition to successive negative operating cash flows in certain asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. See “Note 14 – Fair Value of Financial Instruments, Assets and Equity Investments” for additional information regarding the fair value determination used in the impairment calculation.

During 2015, we recognized long-lived asset impairment charges of $638 million, of which $124 million was related to Pressure Pumping assets in the Western Hemisphere, $259 million for equipmentgoodwill in our Pressure Pumping, Drilling Tools,Middle East & North Africa (“MENA”) and Wireline assetsRussia reporting units. In the Predecessor Period, our goodwill impairment tests indicated that goodwill for all our reporting units in the Western Hemisphere and $255 million related toEastern Hemisphere were impaired and as a result we incurred a goodwill impairment charge of $730 million. In the fourth quarter of 2018, our land drilling rigs product line assetsannual and interim goodwill impairment tests indicated that our goodwill was impaired and as a result we incurred a goodwill impairment charge of $1.9 billion. The cumulative impairment loss for goodwill was $3.4 billion for the Predecessor. The changes in the Eastern Hemisphere. The impairments in 2015 were due to the continued weakness in crude oil prices contributing to lower exploration and production spending and a declinecarrying amount of goodwill by reporting segment are presented in the utilization of our assets. following table.

The impairment indicators during the 2019 Predecessor Period and December 31, 2018, included the steep decline in oil prices and its impact on demand representedexpectations for lower exploration and production capital spending that resulted in a significant adverse changesharp reduction in share prices in the business climate and an indication that these long-lived assets may not be recoverable. Based


on the presence of impairment indicators, we performed an analysis of these asset groups and recorded long-lived asset impairment charges to adjust the assets to fair value.

The fair value of our drilling tools, pressure pumping, and wireline assets were estimated using a combination of the income approach, the cost approach, and the market approach.oilfield services sector. See “Note 14 – Fair Value of Financial Instruments, Assets and Equity Investments”Goodwill Impairment Assessment Factors below for additional information regarding the fair value determination.

9.  Goodwill

details. In 2017 2016 and 2015, our annual goodwill impairment test indicated that goodwill was not impaired. Our cumulative impairment loss of goodwill was $771 million at December 31, 2017. The changes in the carrying amount of goodwill by reportablereporting segment for the years ended December 31, 20172019 and 2016,2018, are presented in the following table.
(Dollars in millions)Western Hemisphere Eastern Hemisphere Total
Balance at December 31, 2017 (Predecessor)$1,958
 $769
 $2,727
Impairment(1,380) (537) (1,917)
Disposals(10) 
 (10)
Reclassification to assets held for sale(5) (2) (7)
Acquisitions
 27
 27
Foreign currency translation(69) (38) (107)
Balance at December 31, 2018 (Predecessor)$494
 $219
 $713
Impairment(508) (222) (730)
Reclassification from assets held for sale4
 
 4
Foreign currency translation10
 3
 13
Balance at December 13, 2019 (Predecessor)
 
 
  Fresh Start Accounting Valuation
 239
 239
Balance at December 31, 2019 (Successor)$
 $239
 $239


Goodwill Impairment Assessment Factors

The Predecessor impairment indicators during 2019 were a result of lower activity levels and lower exploration and production capital spending that resulted in a decline in drilling activity and forecasted growth in all our reporting units. Our lower than expected and forecasted financial results were due to the continued weakness within the energy market and consequently our inability to meet the original timeline of our restructuring plan savings, defined in “Note 11 – Restructuring, Facility Consolidation and Severance Charges.” These circumstances, prompted us to evaluate whether circumstances had changed that would more likely than not reduce the fair value of one or more of our reporting units below their carrying amount.

When conducting this evaluation, we considered macroeconomic and industry conditions, including the outlook for exploration and production spending by our customers and overall financial performance of each of our reporting units. We also considered whether there were any changes in our long-term forecasts, which are impacted by assumptions about the future commodity pricing and supply and demand for our goods and services.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements
(Dollars in millions)Western HemisphereEastern HemisphereTotal
Balance at December 31, 2015$2,040
$763
$2,803
Foreign currency translation25
(31)(6)
Balance at December 31, 2016$2,065
$732
$2,797
Disposals(162)
(162)
Foreign currency translation55
37
92
Balance at December 31, 2017$1,958
$769
$2,727


10.  Intangible Assets


The components of intangible assets were as follows:
 Successor
 December 31, 2019
 Gross   Net
 Carrying Accumulated Intangible
(Dollars in millions)Amount Amortization Assets
Developed and Acquired Technology$728
 $(7) $721
Trade Names395
 (2) 393
Totals$1,123
 $(9) $1,114

 December 31, 2017 December 31, 2016
           
 Gross   Net Gross  Net
 Carrying Accumulated Intangible Carrying AccumulatedIntangible
(Dollars in millions)Amount Amortization Assets Amount AmortizationAssets
Acquired technology$390
 $(334) $56
 $373
 $(300)$73
Licenses175
 (168) 7
 177
 (166)11
Patents223
 (144) 79
 215
 (134)81
Customer Relationships and Contracts197
 (160) 37
 193
 (144)49
Other98
 (64) 34
 91
 (57)34
 $1,083
 $(870) $213
 $1,049
 $(801)$248

Additions toAt December 31, 2018, our intangible assets were $16$213 million, net of amortization. Amortization expense was $9 million in the Successor Period and was $61 million for the Predecessor Period, and $63 million and $11$52 million for the years ended December 31, 2018 and 2017, respectively. Based on the carrying value of intangible assets at December 31, 2019, amortization expense for the subsequent five years is estimated as follows (dollars in millions): 
PeriodAmount
2020$184
2021184
2022184
2023184
2024177



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

11. Restructuring, Facility Consolidation and 2016, respectively. Severance Charges

Due to the highly competitive nature of our business and the continuing losses we incurred over the last few years, we continue to reduce our overall cost structure and workforce to better align our business with current activity levels. Our current and historical restructuring plans include workforce reductions, organization restructurings, facility consolidations and other cost reduction measures and efficiency initiatives across all of our geographic regions.

During 2016,the 2019 Predecessor Period, we recognized $48restructuring charges of $189 million, which include severance charges of $53 million and other restructuring charges of $99 million and restructuring related asset charges of $37 million.

During 2018, we recognized restructuring charges of $126 million, which include severance charges of $61 million, other restructuring charges of $59 million and restructuring related asset charges of $6 million.

During 2017, we recognized restructuring charges of $183 million, which include severance charges of $109 million, other restructuring charges of $62 million and restructuring related asset charges of$12 million.

The following table presents total restructuring charges by reporting segment and Corporate for the Successor Period and the Predecessor Period in 2019 and the years ended December 31, 2018 and 2017.
 Western HemisphereEastern HemisphereCorporateTotal
Successor Period - 2019$
$
$
$
Predecessor Period - 201984
50
55
189
201827
45
54
126
201770
77
36
183
The following table presents total restructuring accrual activity charges, payments and other changes for the Successor and Predecessor Periods in 2019 and the years ended December 31, 2018 and 2017. In the first quarter of 2019, we reclassified $12 million of license and patent impairment charges relatedrestructuring cease-use liability to the Well Constructioninitial ROU asset in accordance with the adoption of Topic 842.
(Dollars in millions)Accrued Balance at Beginning of Period Charges Cash Payments 
Other 
 Accrued Balance at End of Period
Successor - 2019$66
 $
 $
 $
 $66
Predecessor - 2019$59
 $152
 $(120) $(25) $66
2018$61
 $120
 $(109) $(13) $59
2017$86
 $171
 $(167) $(29) $61

The restructuring charges accrual in the table above excludes restructuring related asset charges of $37 million in the 2019 Predecessor Period, $6 million for the period ended December 31, 208 and Completions businesses.$12 million for the period ended December 31, 2017.


Amortization



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

12. Leases

We lease certain facilities, land, vehicles, and equipment. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet (including short-term sale leaseback transactions); we recognize lease expense for these leases on a straight-line basis over the lease term.

For adoption of Topic 842 we used the December 31, 2018 incremental borrowing rate, for operating leases that commenced prior to December 31, 2018. We have data center lease agreements with lease and non-lease components which are accounted for separately, while for the remainder of our agreements we have elected the practical expedient to account for lease and non-lease components as a single lease component. For certain equipment leases, such as copiers and vehicles, we account for the leases under a portfolio method. Operating lease payments include related options to extend or terminate lease terms that are reasonably certain of being exercised.

The unmanned equipment that we lease to customers as operating leases consists primarily of drilling rental tools and artificial lift pumping equipment. These equipment rental revenues are generally provided based on call-out work orders that include fixed per unit prices and are derived from short-term contracts. See “Note 1 – Summary of Significant Accounting Policies” and “Note 23 – Revenues” for additional details on our equipment rental revenues.
   Successor
(Dollars in millions)Classification December 31, 2019
Balance Sheet Components:   
Assets   
OperatingOther Non-Current Assets $256
FinanceProperty Plant and Equipment, Net 62
Total leased assets  $318
    
Liabilities   
Current   
  OperatingOther Current Liabilities $79
  FinanceShort-term Borrowings and Current Portion of Long-term Debt 10
    
Non-Current   
  OperatingOther Non-Current Liabilities 213
  FinanceLong-term Debt 54
Total lease liabilities  $356


  Successor  Predecessor
  Period From  Period From
  12/14/19  1/1/2019
  through  through
(Dollars in millions) 12/31/2019  12/13/2019
Lease Expense Components:     
Operating lease expense $5
  $109
Short-term and variable lease expense 5
  91
Finance lease expense: Amortization of ROU assets and interest on lease liabilities 1
  11
Sublease income (1)  (6)
Total lease expense $10
  $205



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

In 2019 total expense incurred under operating leases was $52$10 million $60in the Successor Period and $200 million in the Predecessor Period, and $187 million and $88$217 million for the years ended December 31, 2017, 20162018 and 2015, respectively. Future estimated amortization expense for the carrying amount of intangible assets as of December 31, 2017, is expectedrespectively.

We are committed under various operating lease agreements primarily related to office space and equipment. Generally, these leases include renewal provisions and rental payments, which may be adjusted for taxes, insurance and maintenance related to the property. Future minimum commitments under operating and finance leases are as follows (dollars in millions): follows:
  Successor
  OperatingFinance
(Dollars in millions) LeasesLeases
Maturity of Lease Liabilities as of December 31, 2019:   
2020 $101
$15
2021 80
12
2022 54
11
2023 30
11
2024 24
11
After 2024 149
25
Total Lease Payments 438
85
Less: Interest 146
21
Present Value of Lease Liabilities $292
$64


PeriodAmount
2018$48
201942
202032
202120
202213
 Successor Predecessor
 Period From Period From
 12/14/19 1/1/2019
 through through
(Dollars in millions except years and percentages)12/31/2019 12/13/2019
Other Supplemental Information:   
Cash paid for amounts included in the measurement of lease liabilities:   
  Operating cash outflows from operating leases$5
 $131
  Operating cash outflows from finance leases$
 $4
  Financing cash outflows from finance leases$1
 $8
    
ROU assets obtained in exchange of new operating lease liabilities$2
 $59
ROU assets obtained in exchange of new finance lease liabilities$
 $6
Loss on sale leaseback transactions (short-term) (a)
$
 $34
    
 December 31, 2019  
Weighted-average remaining lease term (years)   
  Operating leases7.8
  
  Finance leases6.7
  
    
Weighted-average discount rate (percentages)   
  Operating leases9.2%  
  Finance leases9.1%  


(a) Included in “Long-Lived Asset Impairments, Write-Downs and Other” in our Condensed Consolidated Statements of Operations and “Other, Net” in our Condensed Consolidated Statements of Cash Flows.

11.  Equity Investments

Our equity investments in unconsolidated affiliates were $62 million and $66 million for the years ended December 31, 2017 and 2016, respectively. Equity in losses of unconsolidated affiliates for the year ended December 31, 2017 totaled $3 million and equity in earnings of unconsolidated affiliates for the years ended December 31, 2016 and 2015 totaled $2 million and $3 million, respectively.

During 2015, we determined that the fair values of certain equity investments were significantly below their carrying values. We assessed these declines in value to be other than temporary and recognized an impairment loss of $25 million. See “Note 14 – Fair Value of Financial Instruments, Assets and Equity Investments” for additional information regarding the fair value determination.


12.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

13. Short-term Borrowings and Other Debt Obligations


Our short-term borrowings and current portion of long-term debt consists
 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
364-Day Credit Agreement (repaid in full July 3, 2019)$
  $317
A&R Credit Agreement (repaid in full December 13, 2019)
  
ABL Credit Agreement (issued December 13, 2019)
  
Other Short-term Loans3
  9
Current Portion of Long-term Debt10
  57
Short-term Borrowings and Current Portion of Long-term Debt$13
  $383


Exit Credit Agreements (Effective Date)

ABL Credit Agreement

On the Effective Date pursuant to the terms of the followings:Plan, the Company entered into a senior secured asset-based revolving credit agreement in an aggregate amount of $450 million (the “ABL Credit Agreement) with the lenders party thereto and Wells Fargo Bank, N.A. as administrative agent. Among other things, proceeds of loans under the ABL Credit Agreement may be used to refinance certain existing indebtedness in connection with the Cases, and finance ongoing working capital and general corporate needs of the Company and certain of its subsidiaries. The maturity date of loans made under the ABL Credit Agreement is June 13, 2024. At December 31, 2019, the Company did 0t have any borrowings under the ABL Credit Agreement.
Revolving Loans as defined in and under the ABL Credit Agreement will bear interest at a rate of (i) in the case of LIBOR rate borrowings, the LIBOR rate plus an applicable margin in the range of 175-225 basis points per annum, with a 0 LIBOR rate floor, and (ii) in the case of base rate borrowings, the base rate plus an applicable margin in the range of 75-125 basis points per annum, in the case of clauses (i) and (ii), based on the Average Excess Availability (as defined in the ABL Credit Agreement).

The FILO Loans (as defined in the ABL Credit Agreement) under the ABL Credit Agreement will bear interest at a rate of (i) in the case of LIBOR rate borrowings, the LIBOR rate plus an applicable margin of 350 basis points per annum, with a 0 LIBOR rate floor, and (ii) in the case of base rate borrowings, the base rate plus an applicable margin of 250 basis points per annum. In addition to paying interest on outstanding principal amounts under the ABL Credit Agreement, the Company will be required to pay (A) a letter of credit fee for each letter of credit issued thereunder equal to (i) in the case of those allocated to the Revolver Commitments (as defined in the ABL Credit Agreement), 175-225 basis points per annum based on the Average Excess Availability, and (ii) in the case of those allocated to the FILO Commitments (as defined in the ABL Credit Agreement), 350 basis points per annum, in each case, on the amount of each such letter of credit, and (b) a 12.5 basis point per annum fronting fee on the amount of each such letter of credit, and (B) an unused commitment fee in respect of the average unutilized Revolver Commitments and the average unutilized FILO Commitments at a rate of either 37.5 or 50 basis point per annum, based on the level of the Average Facility Usage (as defined in the ABL Credit Agreement).

The ABL Credit Agreement has a financial covenant that applies only after the occurrence of a Covenant Trigger Event (as defined in the ABL Credit Agreement) and requires, during any Covenant Testing Period (as defined in the ABL Credit Agreement), at least a 1.00 to 1.00 ratio of (a) Consolidated Adjusted EBITDA (as defined in the ABL Credit Agreement) minus Unfinanced Capital Expenditures (as defined in the ABL Credit Agreement) to (b) Fixed Charges (as defined in the ABL Credit Agreement). The ABL Credit Agreement is secured by substantially all of the personal assets and properties of the Company and certain of its subsidiaries (including a first lien on the priority collateral for the ABL Credit Agreement and a second lien on the priority collateral for the LC Credit Agreement (as defined below), in each case, subject to permitted liens). The ABL Credit Agreement is also guaranteed on an unsecured basis by certain other subsidiaries of the Company.

LC Credit Agreement

On December 13, 2019, pursuant to the terms of the Plan, the Company entered into a senior secured letter of credit credit agreement in an aggregate amount of $195 million (the “LC Credit Agreement”, together with the ABL Credit Agreement, the “Exit Credit Agreements”) with the lenders party thereto and Deutsche Bank Trust Company Americas as administrative agent. The LC Credit Agreement will be used for the issuance of bid and performance letters of credit of the Company and certain of its subsidiaries. The maturity date under the LC Credit Agreement is June 13, 2024. The outstanding amount of each letter of credit

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements
 December 31,
(Dollars in millions)2017 2016
Other Short-term Loans$11
 $2
Current Portion of Long-term Debt137
 177
Short-term Borrowings and Current Portion of Long-term Debt$148
 $179


under the LC Credit Agreement will bear interest at LIBOR plus an applicable margin of 350 basis points per annum. The LC Credit Agreement includes (i) a 12.5 basis point per annum fronting fee on the outstanding amount of each such letter of credit and (ii) an unused commitment fee in respect of the unutilized commitments at a rate of 50 basis point per annum on the average daily unused commitments under the LC Credit Agreement. Upon the Effective Date, the Company had approximately $65.8 million in outstanding letters of credit under the LC Credit Agreement.
The LC Credit Agreement has a minimum liquidity covenant of $200 million and is secured by substantially all the personal assets and properties of the Company and certain of its subsidiaries (including a first lien on the priority collateral for the LC Credit Agreement and a second lien on the priority collateral for the ABL Credit Agreement, in each case, subject to permitted liens). The LC Credit Agreement is also guaranteed on an unsecured basis by certain other subsidiaries of the Company.

As of December 31, 2019, we were in compliance with these financial covenants as defined in the Exit Credit Agreements and in the covenants under our indentures.

DIP Credit Agreements Overview

On July 3, 2019, the Weatherford Parties borrowed approximately $1.4 billion under the DIP Credit Agreement and the proceeds were used to repay certain prepetition indebtedness, cash collateralize certain obligations with respect to letters of credit and similar instruments and financed the working capital needs and general corporate purposes of the Weatherford Parties and certain of their subsidiaries. The DIP Credit Agreement was comprised of the DIP Term Loan and the DIP Revolving Credit Facility. On July 3, 2019, the Company repaid all outstanding amounts due under the secured Term Loan Agreement and 364-Day Credit Agreement totaling approximately $616 million with borrowings from our DIP Credit Agreement, leaving only the A&R Credit Agreement with total borrowings of $305 million outstanding at December 13, 2019 that was repaid in full upon emergence date from Bankruptcy on the Effective Date under the terms of the RSA. In addition, we cash collateralized approximately $271 million of letters of credit and similar instruments with borrowings from the DIP Credit Agreement. See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for additional details regarding interest rates and terms of the DIP Credit Agreement.

Prior Credit Agreements (364-Day, A&R, and Term Loan)

At December 31, 2018, we had two revolving credit agreements with total commitments of $846 million, comprised of an unsecured senior revolving credit agreement (the “A&R Credit Agreement”) in the amount of $529 million, and a Secured Second Lien 364-Day Revolving Credit Agreement (the “364-Day Credit Agreement” and, together with the A&R Credit Agreement, the “Revolving Credit Agreements”) in the amount of $317 million. At December 31, 2018, we had principal borrowings of $310 million under the Term Loan Agreement. We collectively refer to our Revolving Credit Agreements and Term Loan Agreement as the “Prior Credit Agreements.”

Under the terms of the A&R Credit Agreement, commitments of $226 million from non-extending lenders (“non-extending lenders”) matured on July 12, 2019 and commitments of $303 million from extending lenders (“extending lenders”) would mature on July 13, 2020.The 364-Day Credit Agreement matured on August 15, 2019. On July 3, 2019, the Company repaid in full its outstanding indebtedness under the 364-Day Credit Agreement. The A&R Credit Agreement was repaid in full upon emergence from Bankruptcy on December 13, 2019 under the terms of the RSA.

The Term Loan Agreement required a quarterly payment of $12.5 million plus interest that became due on June 30, 2019. On July 1, 2019, the Weatherford Parties and the Term Loan Lenders entered into a Term Loan Forbearance Agreement where the lenders agreed to forbear from exercising their rights and remedies available to them, including the right to accelerate any indebtedness, for a specified period of time. On July 3, 2019, the Company repaid in full its outstanding indebtedness under the Term Loan.

On July 3, 2019, the Weatherford Parties borrowed approximately $1.4 billion under the DIP Credit Agreement, comprised of the DIP Term Loan and the DIP Revolving Credit Facility, and Securedthe proceeds of the borrowings were used to repay certain prepetition indebtedness, cash collateralize certain obligations with respect to letters of credit and similar instruments and financed the working capital needs and general corporate purposes of the Weatherford Parties and certain of their subsidiaries. The borrowings were used to repay in full the outstanding amounts due under the secured Term Loan Agreement

At December 31, 2017, we had total commitments under our revolving credit facility (the “Revolving Credit Agreement”) maturing in July of 2019 of $1.0 billion and borrowings of $375 million under our secured term loan agreement (the “Term Loan Agreement” and collectively with the Revolving364-Day Credit Agreement the “Credit Agreements”) maturingtotaling approximately $616 million on July 3, 2019. The DIP Credit Agreement was repaid in July of 2020. Atfull upon emergence from Bankruptcy on December 31, 2017, we had $890 million available for borrowing under the Credit Agreements as summarized in the following table:13, 2019.
(Dollars in millions)December 31, 2017
Facilities$1,375
Less Uses of Facilities: 
Letters of Credit110
  Secured Term Loan Principal Borrowing375
Borrowing Availability$890


Loans under the Prior Credit Agreements arewere subject to varying rates of interest based on whether the loan iswas a Eurodollar loan or an alternate base rate loan. We also incurincurred a quarterly facility fee on the amount of the RevolvingA&R Credit Agreement. See “Note 13 – Long-term Debt”, for information relatedFor the

Table of ContentsItem 8 | Notes to interest rate applicable for the Term Loan Agreement.Consolidated Financial Statements


Eurodollar Loans. Eurodollar loans bear interest at the Eurodollar rate, which is LIBOR, plus the applicable margin. The applicable margin for Eurodollar loans under the Revolving Credit Agreement ranges from 1.925% to 3.7% depending on our leverage ratio.

Alternate Base Rate Loans. Alternate base rate loans bear interest at the alternate base rate plus the applicable margin. The applicable margin for alternate base rate loans under the Revolving Credit Agreement ranges from 0.925% to 2.70% depending on our leverage ratio.

For the year ended December 31, 2017,2019 and through the time the outstanding balances were each paid in full, the interest rate for the RevolvingA&R Credit Agreement was LIBOR plus a margin rate of 3.55% for extending lenders and LIBOR plus a margin rate of 2.80%. See “Note 13 – Long-term Debt” for non-extending lenders and the interest rate details for the Term Loan Agreement. Borrowings under our Revolving Credit Agreement may be repaid from time to time without penalty. Obligationsborrowings under the Term Loan Agreement are secured by substantially alland 364-Day Credit Agreement was LIBOR plus a margin rate of our assets. In2.30% and LIBOR plus a margin rate of 3.05%, respectively. Note after the Petition Date, the interest rate for the A&R Credit Agreement was LIBOR plus default interest of 2.0% in addition obligationsto a margin rate of 3.55% for extending lenders and a margin rate of 2.80% for non-extending lenders; the interest rate for alternate base rate borrowings under the A&R Credit Agreements are guaranteed byAgreement, was alternate base rate plus default interest of 2.0% in addition to a material portionmargin rate of our subsidiaries.



Our Credit Agreements contain covenants including, among others,1.80% for non-extending lenders. Prior to the following:
a prohibition against incurring debt, subject to permitted exceptions;
a restriction on creating liens on our assets and the assets of our operating subsidiaries, subject to permitted exceptions;
restrictions on mergers or asset dispositions;
restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business; and
maintenancerepayment of the following financial covenants, with terms as defined inborrowings of the Term Loan and 364-Day Credit Agreements:
1)Leverage ratio of no greater than 2.5 to 1, which measures our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities to the trailing four quarters consolidated adjusted earnings before interest, taxes, depreciation, amortization and other specified charges (“Adjusted EBITDA”);
2)Leverage and letters of credit ratio of no greater than 3.5 to 1, which is calculated as our indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities and all letters of credit to the trailing four quarters Adjusted EBITDA; and
3)Asset coverage ratio of at least 4.0 to 1, which is calculated as our asset value to indebtedness guaranteed by subsidiaries under the Credit Agreements and other guaranteed facilities.

Agreement on July 3, 2019, the interest rate for borrowings under our Term Loan Agreement and 364-Day Credit Agreement were LIBOR plus a margin rate of 2.30% and LIBOR plus a margin rate of 3.05%, respectively.
Our Credit Agreements contain customary events of default, including our failure to comply with the financial covenants described above. As of December 31, 2017, we were in compliance with these financial covenants.


Other Short-Term Borrowings and Other Debt Activity


In February 2018, we repaid in full our 6.00% senior notes due March 2018. In June 2017, we repaid $88 million ofin full our 6.35% Senior Notessenior notes on the maturity date. In 2016, we repaid $180 million, with a LIBOR-based weighted average interest rate of 1.95%, borrowed under a credit agreement that matured in the first half of 2016 and our 5.50% senior notes with a principal balance of $350 million.


We have short-term borrowings with various domestic and international institutions pursuant to uncommitted credit facilities.facilities and other financing arrangements. At December 31, 2017,2019, we had $11$3 million in short-term borrowings under these arrangements. In addition,

As of December 31, 2019, we had $375$399 million of letters of credit and performance and bid bonds outstanding, consisting of $141 million of letters of credit under the ABL Credit Agreement, $105 million of letters of credit under the LC Credit Agreement and $153 million of letters of credit under various uncommitted facilities and $110facilities. At December 31, 2019, we had cash collateral of $152 million ofsupporting letters of credit under the Revolving Credit Agreement. At December 31, 2017, we haveour various uncommitted facilities. The cash collateralized $82 million of our letters of credit, which is included in “Cash andRestricted Cash Equivalents” in the accompanying Consolidated Balance Sheets. We have $15 million of surety bonds, primarily performance bonds, issued by financial sureties against an indemnification from us at December 31, 2017.


At December 31, 2017,2019 and December 31, 2018, the current portion of long-term debt was primarily related to $66 millionthe short-term portion of our 6.00% Senior Notes due March 2018,financed leases and the $50 million current portion of our secured term loanTerm Loan Agreement of $50 million, respectively.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

14. Long-term Debt

Our long-term debt carrying value consisted of the following:
 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
11.00 % Exit Notes due 2024$2,097
  $
5.125% Senior Notes due 2020
  364
5.875% Exchangeable Senior Notes due 2021
  1,194
7.75% Senior Notes due 2021
  743
4.50% Senior Notes due 2022
  644
8.25% Senior Notes due 2023
  742
9.875% Senior Notes due 2024
  781
9.875% Senior Notes due 2025
  588
6.50% Senior Notes due 2036
  447
6.80% Senior Notes due 2037
  255
7.00% Senior Notes due 2038
  456
9.875% Senior Notes due 2039
  245
6.75% Senior Notes due 2040
  457
5.95% Senior Notes due 2042
  369
Term Loan Agreement due 2020
  308
Finance and Other Lease Obligations64
  69
Total Senior Notes and Other Debt2,161
  7,662
Less: Amounts Due in One Year10
  57
Long-term Debt$2,151
  $7,605


The accrued interest on our borrowings was $12 million and $21$140 million at December 31, 2019 and 2018, respectively. The following is a summary of scheduled long-term debt maturities by year (dollars in millions):
2020$10
20217
20227
20238
20242,105
Thereafter24
 $2,161


Successor Exit Notes

On the Effective Date pursuant to the terms of the Plan, we issued unsecured 11.00% Exit Notes due in 2024 for an aggregate principal amount of $2.1 billion (of which $500 million was in the form of Exit Takeback Notes to existing creditors on the senior notes being cancelled). Interest on the Exit Notes will accrue at the rate of 11.00% per annum and will be payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2020.

At any time prior to December 1, 2021, the Company may redeem the Exit Notes, in whole or in part, at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) the “make-whole” premium at the redemption date, plus (iii) accrued and unpaid interest, if any, to the redemption date (subject to the right of the noteholders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). On and after December 1, 2021, the Company may redeem all or part of the 11.00% Exit Notes at redemption prices (expressed as percentages of the principal amount)

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

equal to (i) 105.500% for the twelve-month period beginning on December 1, 2021; (ii) 102.750% for the twelve-month period beginning on December 1, 2022; and (iii) 100.000% for the twelve-month period beginning December 1, 2023 and at any time thereafter, plus accrued and unpaid interest at the redemption date.

In addition, at any time prior to December 1, 2022, the Company may redeem up to $500 million in the aggregate principal amount of the 11.00% Exit Notes at a redemption price of 103.00% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.

If a change of control (as defined in the Indenture) occurs, holders of the Exit Notes will have the right to require the Company to repurchase all or any part of their Exit Notes at a purchase price equal to 101% of the aggregate principal amount of the 11.00% Exit Notes repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

The Exit Notes are guaranteed on a senior basis by the Company’s existing domestic subsidiaries and certain foreign subsidiaries that guarantee its obligations under the Exit Credit Agreements on a full and unconditional basis.

The Indenture governing the Exit Notes contains covenants that limit, among other things, the Company’s ability and the ability of certain of its subsidiaries, to: incur, assume or guarantee additional indebtedness; pay dividends or distributions on capital stock or redeem or repurchase capital stock; make investments; sell stock of its subsidiaries; transfer or sell assets; create liens; enter into transactions with affiliates; and enter into mergers or consolidations.

At such time as (1) the Exit Notes have an investment grade rating from both of Moody’s Investors Service, Inc. and Standard and Poor’s Ratings Services and (2) no default has occurred and is continuing under the Indenture, certain of these and other covenants will be suspended and cease to be in effect so long as the rating assigned by either Moody’s or S&P has not subsequently declined to below Baa3 or BBB- (or equivalent).

The Indenture also provides for certain customary events of default, including, among others, nonpayment of principal or interest, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, bankruptcy and insolvency events, and cross acceleration, which would permit the principal, premium, if any, interest and other monetary obligations on all the then outstanding Exit Notes to be declared due and payable immediately.

Term Loan Agreement

The Term Loan Agreement was due in 2020 and comprised $50 million of the current portion of capital leaseslong-term debt as of December 31, 2018. On July 3, 2019, the Company repaid in full its outstanding indebtedness under the Term Loan. See Note 13 – Short-term Borrowings and other debt.Other Debt Obligations for additional information.




Table of ContentsItem 8 | Notes to the Consolidated Financial Statements


13. Long-term DebtPredecessor Senior Notes, Exchangeable Senior Notes and Tender Offers


We havePrior to the Petition Date, we issued various senior notes, all of which rank equally with our existing and future senior unsecured indebtedness, which have semi-annual interest payments and no sinking fund requirements. Our Long-term Debt consistedAs of the following:
 December 31,
(Dollars in millions)2017 2016
6.35% Senior Notes due 2017
 89
6.00% Senior Notes due 201866
 66
9.625% Senior Notes due 2019488
 489
5.125% Senior Notes due 2020364
 363
5.875% Exchangeable Senior Notes due 20211,170
 1,147
7.75% Senior Notes due 2021741
 739
4.50% Senior Notes due 2022643
 642
8.25% Senior Notes due 2023739
 738
9.875% Senior Notes due 2024780
 528
6.50% Senior Notes due 2036447
 447
6.80% Senior Notes due 2037255
 255
7.00% Senior Notes due 2038456
 456
9.875% Senior Notes due 2039245
 245
6.75% Senior Notes due 2040456
 456
5.95% Senior Notes due 2042368
 368
Secured Term Loan due 2020372
 420
4.82% secured borrowing
 5
Capital and Other Lease Obligations86
 120
Other2
 7
Total Senior Notes and Other Debt7,678
 7,580
Less: Amounts Due in One Year137
 177
Long-term Debt$7,541
 $7,403

ThePetition Date, the Predecessor’s senior notes and exchangeable senior notes and related unpaid accrued interest totaling $7.6 billion were placed into liabilities subject to compromise during the bankruptcy period. The related unamortized debt issuance and debt discounts were expensed to “Reorganization Items” on our borrowings was $145 millionthe Consolidated Statements of Operations. See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” for details regarding reorganization items and $127 million atliabilities subject to compromise. Upon emergence from bankruptcy on December 31, 201713, 2019, the Predecessor’s senior and 2016, respectively. The following is a summary of scheduled Long-term Debt maturities by year (dollars in millions):
2018$137
2019543
2020643
20211,918
2022651
Thereafter3,786
 $7,678

Secured Term Loan Agreement

As of December 31, 2017, our borrowings, net of repayments, underexchangeable senior notes were cancelled pursuant to the Term Loan Agreement were $375 million. The interest rate under the Term Loan Agreement is variable and is determined by our leverage ratio asterms of the most recent fiscal quarter, as either (1) the one-month London Interbank Offered Rate (“LIBOR”) plusPlan, resulting in a variable margin rate ranging from 1.425% to 3.2% or (2) the alternate base rate plus the applicable margin ranging from 0.425% to 2.2%. For the year ended December 31, 2017, the interest rate for the Term Loan Agreement was LIBOR plus a margin rategain on extinguishment of 2.3%. The Term Loan Agreement requires a principal repaymentdebt of $12.5 million$4.3 billion recorded in “Reorganization Items” on the last dayConsolidated Statements of each quarter.Operations.



Exchangeable Senior Notes, Senior Notes and Tender Offers

We have issued various senior notes, all of which rank equally with our existing and future senior unsecured indebtedness, which have semi-annual interest payments and no sinking fund requirements.

Predecessor Exchangeable Senior Notes


On June 7, 2016, we issued exchangeable notes with a par value of $1.265 billion and an interest rate of 5.875%. The notes have a conversion price of $7.74 per share and are exchangeable into a total of 163.4 million shares of the Company upon the occurrence of certain events on or after January 1, 2021. The notes mature on July 1, 2021. We have the choice to settle an exchange of the notes in any combination of cash or shares. As of December 31, 2017,Before the if-converted value did not exceedPetition date, the principal amount of the notes.

The exchange feature iswas reported with a carrying amount of $97 million in “CapitalCapital in Excess of Par Value”Value on the accompanying Consolidated Balance Sheets. The debt componentUpon emergence from bankruptcy on December 13, 2019, the exchangeable senior notes were cancelled pursuant to the terms of the exchangeable notes has been reported separatelyPlan, resulting in “Long-term Debt”a gain recorded at face value in “Reorganization Items” on the accompanying Consolidated Balance Sheets with a carrying valueStatement of $1.170 billion at December 31, 2017, net of remaining unamortized discountOperations. In 2019 (through the Petition Date), full year 2018 and debt issuance costs of $95 million. The discount on the debt component is being amortized over the remaining maturity of the exchangeable notes at an effective interest rate of 8.4%. During 2017, interest expense on the notes was $97 million, of which $74 million related to accrued interest and $23 million related to amortization of the discount.discount on the notes was $50 million, $99 million and $97 million, respectively.


Predecessor Senior Notes


Upon the Effective Date, the notes were cancelled pursuant to the terms of the Plan, resulting in a gain recorded at face value included in “Reorganization Items” on the Consolidated Statement of Operations.

In February 2018, we repaid in full our 6.00% senior notes due March 2018. On February 28, 2018, we issued $600 million in aggregate principal amount of our 9.875% senior notes due 2025.

In June 2017, we repaid in full our 6.35% senior notes on the maturity date. On June 26, 2017, we issued an additional $250 million aggregate principal amount of our 9.875% senior notes due 2024 (“Notes”).2024. These Notesnotes were issued as additional securities under an indenture pursuant to which we previously issued $540 million aggregate principal amount of our 9.875% senior notes due 2024.


On November 18, 2016, we issued $540 million in aggregate principal amount of 9.875% notes due 2024. On June 17, 2016, we issued $750 million in aggregate principal amount of 7.75% senior notes due 2021 and $750 million in aggregate principal amount of 8.25% senior notes due 2023.

Predecessor Tender Offers and Early Retirement of Senior Notes


We commencedThe February 2018 debt offering partially funded a cashconcurrent tender offer on June 1, 2016 (and amended the offer on June 8, 2016to purchase for cash any and June 10, 2016), which included an early tender option with an early settlement dateall of June 17, 2016 and an expiration date of June 30, 2016 with a final settlement date of July 1, 2016 to repurchase a portion of our 6.35% senior notes due 2017, 6.00% senior notes due 2018, 9.625% senior notes due 2019, and 5.125% senior notes due 2020. On June 17, 2016, we2019. We settled the early tender offersoffer in cash infor the amount of $1.972 billion,$475 million, retiring an aggregate face value of senior notes tendered of $1.87 billion$425 million and accrued interest of $27$20 million. In April 2018, we repaid the remaining principal outstanding on an early redemption of the bond. We recognized a cumulative loss of $78$34 million on these transactions in “Bond Tender Premium, Net” on the accompanying Consolidated Statements of Operations. On June 30, 2016, we accepted additional tenders of $2 million of debt, which we settled in cash on July 1, 2016.

In 2015, through a series of open market transactions, we repurchased certain of our 4.50% senior notes, 5.125% senior notes, 5.95% senior notes, 6.50% senior notes, 6.75% senior notes, 6.80% senior notes and 7.00% senior notes with a total book value of $527 million. We recognized a cumulative gain of approximately $84 million on these transactions in the line captioned “Other Income (Expense), Net”Call Premium” on the accompanying Consolidated Statements of Operations.


14.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

15. Fair Value of Financial Instruments, Assets and Equity InvestmentsOther Assets
 
Financial Instruments and Other Assets Measured and Recognized at Fair Value


We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability. Our valuation techniques require inputs that we categorize using a three level hierarchy, from highest to lowest level of observable inputs. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are quoted prices or other market data for similar assets and liabilities in active markets, or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based upon our own judgment and assumptions used to measure assets and liabilities at fair value. Classification of a financial asset or liability within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. Other than the


derivative instruments discussed in “Note 1516 – Derivative Instruments,Instruments” and held for sale assets and liabilities described in “Note 1 – Summary of Significant Accounting Policies” and “Note 7 – Business Combinations and Divestitures,” we had no other material assets or liabilities measured and recognized at fair value on a recurring basis at December 31, 20172019 and 2016.2018.


Fair Value of Other Financial Instruments


Our other financial instruments include cash and cash equivalents, accounts receivable, accounts payable, held-to-maturity investments, short-term borrowings and long-term debt. The carrying value of our cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings approximates their fair value due to their short maturities. These short-term borrowings are classified as Level 2 in the fair value hierarchy. During 2017, we purchased $50 million of held-to-maturity Angolan government bonds maturing in 2020. The carrying value of $50 million in both periods approximate their fair value as of December 31, 2019 and 2018. We assess whether an other-than-temporary impairment loss on the investment has occurred due to a decline in fair value or other market conditions. If the fair value of the security is below amortized cost and it is more likely than not that we will not be able to recover its amortized cost basis before its stated maturity, we will record an other-than-temporary impairment charge in the Consolidated Statements of Operations.


The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors. Fair value will generally exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued and will generally be less than the carrying value when the market rate is greater than the interest rate at which the debt was originally issued. The fair value of our long-term debt is classified as Level 2 in the fair value hierarchy and is established based on observable inputs in less active markets.


The fair value and carrying value of our senior notes were as follows: 
 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
Fair Value$2,252
  $4,455
Carrying Value2,097
  7,285

 December 31,
(Dollars in millions)2017 2016
Fair Value$7,060
 $6,739
Carrying Value7,218
 7,028


Non-recurring Fair Value Measurements -

In the Successor Period, our Fresh Start Accounting to determine the reorganization value derived from the enterprise value associated with the Plan was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values (except for deferred income taxes), with the remaining excess value allocated to Goodwill. They were determined to be Level 3 fair values. See further discussion at Note 3 – Fresh Start Accounting.

In the 2019 Predecessor Period, our goodwill impairment tests indicated that our goodwill was impaired and as a result all of our reporting units were written down to their estimated fair value. The Level 3 fair values of our reporting units were determined using a combination of the income and market approach. The unobservable inputs to the income approach included each reporting unit’s estimated future cash flows and estimates of discount rates commensurate with the reporting unit’s risks. The market approach considered market multiples of comparable publicly traded companies to estimate fair value as a multiple of each reporting unit’s actual and forecasted earnings. See further discussion at “Note 10 – Goodwill and Intangible Assets.”


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

During the 2019 Predecessor Period, we recognized long-lived asset impairments to write-down our assets to the lower of carrying amount or fair value less cost to sell for our land drilling rigs. The change in our expectations of the market’s recovery, in addition to successive negative operating cash flows in certain disposal asset groups represented an indicator that those assets will no longer be recoverable over their remaining useful lives. The Level 3 fair values of the long-lived assets were determined using a combination of the market and income approach. See further discussion at “Note 9 – Long-Lived Asset Impairments and Asset Write-Downs.”


In the fourth quarter of 2018, our annual and interim goodwill impairment tests indicated that our goodwill was impaired and as a result three of our reporting units were written down to their estimated fair values. The Level 3 fair values of our reporting units were determined using a combination of the income and market approach. The unobservable inputs to the income approach included the reporting unit’s estimated future cash flows and estimates of discount rates commensurate with the reporting unit’s risks. The market approach considered market multiples of comparable publicly traded companies to estimate fair value as a multiple of each reporting unit’s actual and forecasted earnings.

During 2018, long-lived assets were impaired and written down to their estimated fair values due to the sustained downturn in the oil and gas industry that resulted in a reassessment of our disposal groups for our land drilling rigs that were included in assets held for sale at December 31, 2018 and 2017. The Level 3 fair values of the long-lived assets were determined using a combination of the market and income approach. The market approach considered market sales values for similar assets. The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks.

During the fourth quarter of 2017, long-lived assets were impaired and written down to their estimated fair values. The Level 3 fair values of the assets were determined using an income approach. The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks.

During the third quarter of 2016, long-lived assets were impaired and written down to their estimated fair values. The Level 3 fair values of the long-lived assets were determined using either an income approach or a market approach. The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks. The market approach considered unobservable estimates of market sales values, which in most cases was a scrap of salvage value estimate. During the second quarter of 2016, we adjusted a note for our largest customer in Venezuela to its estimated fair value. The Level 3 fair value was estimated based on unobservable pricing indications.

During 2015, long-lived assets related to pressure pumping, drilling tools, wireline, and land drilling rigs were impaired and written down to their estimated fair values. The Level 3 fair values of the long-lived assets were determined using a combination of the income approach, the cost approach and the market approach, which used inputs that included replacement costs (unobservable), physical deterioration estimates (unobservable), projections of estimated future operating cash flows (unobservable), discount rates for the applicable assets and market sales data for comparable assets. Also during 2015, an equity method investment was impaired and written down to its fair value. The equity investment Level 3 fair value was determined using an income based approach utilizing estimates of future cash flow, discount rate, long-term growth rate, and marketability discount, all of which were unobservable.


15.16. Derivative Instruments


From time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk. We manage our debt portfolio to achieve an overall desired position of fixed and floating rates, and we may employ interest rate swaps as a tool to achieve that goal. We enter into foreign currency forward contracts and cross-currency swap contracts to economically hedge our exposure to fluctuations in various foreign currencies. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates, changes in foreign exchange rates and the creditworthiness of the counterparties in such transactions.


We monitor the creditworthiness of our counterparties, which are multinational commercial banks. The fair values of all our outstanding derivative instruments are determined using a model with Level 2 inputs including quoted market prices for contracts with similar terms and maturity dates.



the Plan, the Company issued warrants (“New Warrants”) to holders of the Company’s Old Ordinary Shares, to purchase up to an aggregate of 7,777,779 New Ordinary Shares in the Company. For details on the New Warrants see “Note 20 – Shareholders’ Equity (Deficiency)”.



Warrants – Predecessor
Warrant


During the fourth quarter of 2016, in conjunction with the issuance of 84.5 million ordinary shares, we issued a warrant (“Old Warrant”) that givesgave the holder the option to acquire an additional 84.5 million ordinary shares. The exercise price on the warrant isOld Warrant was $6.43 per share and iswas exercisable any time prior to May 21, 2019. The warrant isoption period lapsed and the warrants expired unexercised with a fair value of 0. The Old Warrant was classified as a liability and carried at fair value withon the Consolidated Balance Sheets and changes in itsthe fair value were reported through earnings. The warrant participates in dividends and other distributions as if the shares subject to the warrants were outstanding. In addition, the warrant permits early redemption due to a change in control.


The warrantOld Warrant fair value is consideredwas a Level 32 valuation and iswas estimated using a combination of the Black Scholes option valuation model and Monte-Carlo simulation.model. Inputs to these models includethe model included Weatherford’s share price, and volatility of our share price, and the risk freerisk-free interest rate. The valuation also considers the probabilities of future share issuances and anticipated issuance discounts, which are considered Level 3 inputs. The fair value of the warrantOld Warrant was NaN at December 31, 2018. We recognized an insignificant gain in May 2019 related to the Old Warrant expiration. We recognized a gain of $70 million and $156 million on December 31, 2017 and 2016, respectively, generating an unrealized gain of $86 million in 2017.2018 and 2017, respectively, with changes in fair value of the Old Warrant recorded each period in “Warrant Fair Value Adjustment” on the accompanying Consolidated Statements of Operations. The change in fair value of the Old Warrant during 2018 was primarily driven by eliminating the warrant share value associated with any future

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

equity issuance and a decrease in Weatherford’s stock price. The change in fair value of the warrant during 2017 was principally due to a decrease in Weatherford’s stock price. The warrant valuation would be negatively affected due to an increase in the likelihood of a future stock issuance.

Fair Value Hedges
 
We may use interest rate swaps to help mitigate exposures related to changes in the fair values of the fixed-rate debt. The interest rate swap is recorded at fair value with changes in fair value recorded in earnings. The carrying value of fixed-rate debt would be adjusted for changes in interest rates, with the changes in value recorded in earnings. After termination of the hedge, any discount or premium on the fixed-rate debt is amortized to interest expense over the remaining term of the debt. As of December 31, 2017,2019, we did not have any fair value hedges designated.

 As of December 31, 2017 and 2016, we had net unamortized premiums on fixed-rate debt of $4 million and $7 million, respectively, associated with fair value hedge terminations. These premiums are being amortized over the remaining term of the originally hedged debt as a reduction in interest expense included in “Interest Expense, Net” on the accompanying Consolidated Statements of Operations.


Cash Flow Hedges


We may use interest rate swaps to mitigate our exposure to variability in forecasted cash flows due to changes in interest rates. In 2008, we entered into interest rate derivative instruments to hedge projected exposures to interest rates in anticipation of a debt offering. These hedges were terminated at the time of the issuance of the debt in 2008, and the associated loss iswas being amortized from “AccumulatedAccumulated Other Comprehensive Loss”Income (Loss) to interest expense over the remaining term of the debt.that debt and was fully recognized under ASC 852 and Fresh Start Accounting. As of December 31, 2017 and 2016, we had net unamortized losses of $9 million in both years, associated with our cash flow hedge terminations. As of December 31, 2017,2019, we did not have any cash flow hedges designated.
 
Foreign Currency and WarrantOther Derivative Instruments


We enter into contracts to hedge our exposure to currency fluctuations in various foreign currencies. At December 31, 20172019 and 2016,2018, we had outstanding foreign currency forward contracts with notional amounts aggregating to $767$389 million and $1.6 billion,$435 million, respectively. These foreign currency forward contracts are not designated as hedges under ASU 2014-03, Derivatives and Hedging (Topic 815). The notional amounts of our foreign currency forward contracts do not generally represent amounts exchanged by the parties and thus are not a measure of the cash requirements related to these contracts or of any possible loss exposure. The amounts actually exchanged at maturity are calculated by reference to the notional amounts and by other terms of the derivative contracts, such as exchange rates.


Our foreign currency derivatives are not designated as hedges under ASC 815, and the changes in fair value of the contracts are recorded in each period in “Other Income (Expense), Net” on the accompanying Consolidated Statements of Operations.


The total estimated fair values of our foreign currency forward contracts and warrant derivative are as follows:
 December 31,  
(Dollars in millions)2017 2016 Classifications
Derivative Assets not Designated as Hedges:     
Foreign Currency Forward Contracts$5
 $7
 Other Current Assets
      
Derivative Liabilities not Designated as Hedges:     
Foreign Currency Forward Contracts(4) (14) Other Current Liabilities
Warrant on Weatherford Shares(70) (156) Other Non-current Liabilities


The amount of derivative instruments’ gain or (loss) on the Consolidated Statements of Operations is in the table below.
 Successor  Predecessor  
 Period From  Period From      

12/14/19 to  01/01/19 to Year Ended 12/31  
(Dollars in millions)12/31/19  12/13/19 2018 2017 Classification
Foreign Currency Forward Contracts$1
  $
 $(15) $(25) Other Income (Expense), Net
Old Warrant on Weatherford Shares
  
 70
 86
 Warrant Fair Value Adjustment

       

  Year Ended December 31,  
(Dollars in millions)  2017 2016 2015 Classification
Foreign Currency Forward Contracts  $(25) $(25) $(115) Other Income (Expense), Net
Cross-currency Swap Contracts  
 
 13
 Other Income (Expense), Net
Warrant on Weatherford Shares  86
 16
 
 Warrant Fair Value Adjustment


16.  Shareholders’ (Deficiency) Equity

Changes in our ordinary shares issued during the years ended December 31, 2017, 2016 and 2015, were as follows:
(Shares in millions)Issued
Balance at December 31, 2014774
Equity Awards Granted, Vested and Exercised5
Balance at December 31, 2015779
Share Issuance200
Equity Awards Granted, Vested and Exercised4
Balance at December 31, 2016983
Equity Awards Granted, Vested and Exercised10
Balance at December 31, 2017993

In March 2016, we issued 115 million ordinary shares, and the amount in excess of par value of $623 million is reported in “Capital in Excess of Par Value” on the accompanying Consolidated Balance Sheets.

On June 7, 2016, we issued exchangeable notes with a par value of $1.265 billion. The exchange feature carrying value of $97 million is included in “Capital in Excess of Par Value” on the accompanying Consolidated Balance Sheets.

On November 21, 2016, we issued 84.5 million ordinary shares at a price of $5.40 per ordinary share, and a warrant to purchase 84.5 million ordinary shares on or prior to May 21, 2019 at an exercise price of $6.43 per ordinary share to a selected institutional investor. The amount in excess of par value for the ordinary shares net of warrant was $271 million and is reported in “Capital in Excess of Par Value.” At December 31, 2017, the fair value of the warrant of $70 million is classified as “Other Non-current Liabilities” on the accompanying Consolidated Balance Sheets.

Accumulated Other Comprehensive Loss

The following table presents the changes in our accumulated other comprehensive loss by component for the year ended December 31, 2017 and 2016:
(Dollars in millions)Currency Translation Adjustment Defined Benefit Pension Deferred Loss on Derivatives Total
Balance at December 31, 2015$(1,602) $(29) $(10) $(1,641)
Other Comprehensive (Loss) Income before Reclassifications(12) 41
 
 29
Reclassifications
 1
 1
 2
Net Activity(12) 42
 1
 31
Balance at December 31, 2016(1,614) 13
 (9) (1,610)
Other Comprehensive Income before Reclassifications130
 1
 
 131
Reclassifications
 (40) 
 (40)
Net Activity130
 (39) 
 91
Balance at December 31, 2017$(1,484) $(26) $(9) $(1,519)

For the year ended December 31, 2017, the defined benefit pension reclassifications represent the amortization of unrecognized net gains associated primarily with our supplemental executive retirement plan. For the year ended December 31, 2016, the defined benefit pension component of other comprehensive income before reclassifications relates primarily to a net actuarial gain resulting from the revaluation of the pension obligation associated with our supplemental executive retirement plan.


17.  Earnings per Share

Basic earnings per share for all periods presented equals net income (loss) divided by the weighted average number of our shares outstanding during the period including participating securities. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of our shares outstanding during the period including participating securities, adjusted for the dilutive effect of our stock options, restricted shares and performance units.

The following discloses basic and diluted weighted average shares outstanding:
 Year Ended December 31,
(Shares in millions)2017 2016 2015
Basic and Diluted Weighted Average Shares Outstanding990
 887
 779

Our basic and diluted weighted average shares outstanding for the years ended December 31, 2017, 2016 and 2015, are equivalent due to the net loss attributable to shareholders. Diluted weighted average shares outstanding for the years ended December 31, 2017, 2016 and 2015, exclude potential shares for stock options, restricted shares, performance units, exchangeable notes, warrants outstanding and the Employee Stock Purchase Plan (“ESPP”) as we have net losses for those periods and their inclusion would be anti-dilutive. The following table discloses the number of anti-dilutive shares excluded:
 Year Ended December 31,
(Shares in millions)2017 2016 2015
Anti-dilutive Potential Shares250
 104
 3


18. Share-Based Compensation

We have share-based compensation plans that permit the grant of options, stock appreciation rights, RSAs, restricted share units (“RSUs”), performance share awards, performance unit awards (“PUs”), other share-based awards and cash-based awards to any employee, non-employee directors and other individual service providers or any affiliate. In addition, we also have share-based compensation provisions under our Employee Share Purchase Plan (“ESPP”). For RSAs and RSUs, compensation expense is recognized on a straight-line basis over the requisite service period for the separately vesting portion of each award. For PUs, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award.

The provisions of each award vary based on the type of award granted and are determined by the Compensation Committee of our Board of Directors. Those awards, such as stock options that are based on a specific contractual term, will be granted with a term not to exceed 10 years. Upon grant of an RSA, the recipient has the rights of a shareholder, including but not limited to the right to vote such shares and the right to receive any dividends paid on such shares, but not the right to disposition prior to vesting. Recipients of RSUs do not have the rights of a shareholder until such date as the shares are issued or transferred to the recipient. As of December 31, 2017, approximately 33 million shares were available for grant under our share-based compensation plans.

Share-Based Compensation Expense

We recognized the following share-based compensation expense during each of the years ended December 31, 2017, 2016 and 2015:
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Share-based Compensation$70
 $87
 $73
Related Tax (Provision) Benefit
 
 14


Options

Stock options were granted with an exercise price equal to or greater than the fair market value of our shares as of the date of grant. We used the Black-Scholes option pricing model to determine the fair value of stock options awarded. The estimated fair value of our stock options was expensed over their vesting period, which was generally one to four years. There were no stock options granted during 2017, 2016 or 2015. During 2017 and 2016, no stock options were exercised. The intrinsic value of stock options exercised during 2015 was $15 million. All options were fully vested.

A summary of option activity for the year ended December 31, 2017, is presented below:
 
 
 
 
Options 
Weighted
Average Exercise
Price
 
Weighted
Average
Remaining
Term
 
Aggregate
Intrinsic
Value
 (In thousands)     (In thousands)
Outstanding at December 31, 2016598
 $12.59
 0.91 years $
Exercised
 
    
Expired(398) 10.42
    
Outstanding and Vested at December 31, 2017200
 16.92
 0.89 years 
        
Exercisable at December 31, 2017
 
 0.00 years 

Restricted Share Awards and Restricted Share Units

RSAs and RSUs vest based on continued employment, generally over a three-year period. The fair value of RSAs and RSUs is determined based on the closing price of our shares on the date of grant. The total fair value, less assumed forfeitures, is expensed over the vesting period. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2017, 2016 and 2015 was $4.26, $6.20 and $11.94, respectively. The total fair value of RSAs and RSUs vested during the years ended December 31, 2017, 2016 and 2015 was $30 million, $38 million and $37 million, respectively. As of December 31, 2017, there was $59 million of unrecognized compensation expense related to unvested RSAs and RSUs, which is expected to be recognized over a weighted average period of two years. A summary of RSA and RSU activity for the year ended December 31, 2017 is presented below:
  RSA 
Weighted
Average Grant Date
Fair Value
 RSU 
Weighted
Average
Grant Date
Fair Value
  (In thousands)   (In thousands)  
Non-Vested at December 31, 2016 137
 $17.42
 12,794
 $9.15
Granted 
 
 10,876
 4.26
Vested (86) 17.35
 (5,946) 9.56
Forfeited (11) 16.35
 (2,455) 8.63
Non-Vested at December 31, 2017 40
 17.87
 15,269
 5.58


Performance Units

The performance units we granted in 2017, 2016 and 2015 vest over three years and the performance units we granted prior to 2015 vest at the end of a three-year period assuming continued employment and the Company’s achievement of certain market-based performance goals. Depending on the performance levels achieved in relation to the predefined targets, shares may be issued for up to 200% of the units awarded. If the established performance goals are not met, the performance units will expire unvested and no shares will be issued. The grant date fair value of the performance units we have granted was determined through use of the Monte Carlo simulation method. The assumptions used in the Monte Carlo simulation during the year ended December 31, 2017, included a weighted average risk-free rate of 1.17%, volatility of 67.0% and a zero dividend yield. The weighted-average grant date fair value of the performance units we granted during the years ended December 31, 2017, 2016 and 2015 was $6.06, $5.11 and $10.45, respectively. For the year ended December 31, 2017, 145 thousand shares were issued for the performance units related to the departure of a former executive officer. The total fair value of these shares was $1 million. For the years ended December 31, 2016 and 2015 we did not issue any shares. As of December 31, 2017, there was $9 million of unrecognized compensation expense related to performance units, which is expected to be recognized over a weighted average period of one year.

A summary of performance unit activity for the year ended December 31, 2017, is presented below:
 Performance Units Weighted Average Grant Date Fair Value
 (In thousands)  
Non-vested at December 31, 20161,932
 $7.08
Granted3,070
 6.06
Vested(145) 6.25
Forfeited(1,767) 7.15
Non-vested at December 31, 20173,090
 6.07

Employee Stock Purchase Plan

In June 2016, our shareholders adopted our ESPP and approved 12 million shares to be reserved for issuance under the plan. The ESPP permits eligible employees to make payroll deductions to purchase Weatherford stock.  Each offering period has a six-month duration beginning on either March 1 or September 1. Shares are purchased at 90% of the lower of the closing price for our common stock on the first or last day of the offering period.  We issued 3 million shares under the ESPP as of December 31, 2017.   
19.17. Retirement and Employee Benefit Plans
 
We have defined contribution plans covering certain employees. Contribution expenses related to these plans totaled $31 million, $37 million and $24 million $30 millionfor the Predecessor Period and $66 million inyears ended December 31, 2018 and 2017, 2016 and 2015, respectively. Contribution expenses for the Successor Period were not material. The decreaseincrease in employer contributions insubsequent to 2017 and 2016 relates primarily to headcount reductions and the suspensionrecommencement of employer matching contributions to our U.S. 401(k) savings plan and other contribution plans sponsored by the Company.


We have defined benefit pension and other post-retirement benefit plans covering certain U.S. and international employees.  Plan benefits are generally based on factors such as age, compensation levels and years of service. Net periodic benefit income/cost related to these plans totaled $5 million of cost, $8 million of cost, and $38 million of income for the Predecessor Period and the years ended December 31, 2018 and 2017 respectively. Net periodic benefit cost for the Successor Period was not material. The decrease in 2017net periodic benefit cost in the Predecessor Period is due primarily to the conversion of our Netherlands plan from

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

defined benefit to defined contribution which led to no defined benefit expense for the year and a curtailment gain for that plan. The change in net periodic benefit cost in 2018 was due primarily to amortization of the unrecognized net gain associated with our supplemental executive retirement plan and $9 million of cost in 2016 and 2015, respectively.2017. The projected benefit obligations on a consolidated basis were $198 million and $205$173 million as of December 31, 20172019 and 2016,2018, respectively. The decreaseincrease year over year is due primarily to settlements offset by increases related to currency fluctuations in Euro and British Pound denominated plans.actuarial losses as a result of lower discount rates. The fair values of plan assets on a consolidated basis (determined primarily using Level 2 inputs) were $133$144 million and $118$123 million as of December 31, 20172019 and 2016,2018, respectively. The increase in plan assets year over year is also due primarily to the Euro and British Pound currency fluctuations.positive asset returns. As of December 31, 2017,2019 and December 31, 2018, the net underfunded obligation was substantially all recorded within Other Non-current Liabilities. As of December 31, 2016, the net underfunded obligation was primarily recorded within Other Non-current Liabilities with approximately $22 million recorded in Accrued Salaries and Benefits.. Additionally, the consolidated pre-tax amountsamount in accumulated other comprehensive income (loss) as of December 31, 2019, that havehas not yet been recognized as componentsa component of net periodic benefit cost were losswas a net gain of $35 million and$2 million. The consolidated pre-tax amount in accumulated other comprehensive income of $3 million(loss) as of December 31, 2017 and 2016,2018, along with gains (losses) incurred up to December 13, 2019 have been eliminated in conjunction with Fresh Start Accounting.

respectively. The change in other comprehensive income (loss) year over year is due primarily to the amortization of the unrecognized net gain mentioned above.


The weighted average assumption rates used for benefit obligations were as follows:
SuccessorPredecessor
Period From 12/14/19Year Ended December 31,
to 12/31/192018
Discount rate:
United States Plans2.50% - 3.25%
3.00% - 4.25%
International Plans0.80% - 6.25%
1.85% - 7.25%
Rate of Compensation Increase:

United States Plans

International Plans2.00% - 3.50%
2.00% - 3.50%

 Year Ended December 31,
 2017 2016
Discount rate:   
United States Plans3.00% - 3.50%
 1.00% - 4.00%
International Plans1.60% - 6.75%
 1.90% - 7.50%
Rate of Compensation Increase: 
  
United States Plans
 
International Plans2.00% - 3.50%
 2.00% - 3.50%


During 2017the Predecessor Period and 2016,the year ended December 31, 2018, we made contributions and paid direct benefits of $23$5 million and $6$5 million, respectively, in connection with our defined benefit pension and other post-retirement benefit plans. Contributions in the Successor Period were immaterial. In 2018,2020, we expect to fund approximately $5 million related to those plans.


20.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

18. Income Taxes

We are exempt from Swiss cantonal and communal tax on income derived outside Switzerland, and we are also granted participation relief from Swiss federal tax for qualifying dividend income and capital gains related to the sale of qualifying investments in subsidiaries. We expect that the participation relief will result in a full exemption of participation income from Swiss federal income tax.


We provide for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our subsidiaries are considered resident for income tax purposes. The relationship between our pre-tax income or loss and our income tax provision or benefit varies from period to period as a result of various factors which include changes in total pre-tax income or loss, the jurisdictions in which our income is earned, the tax laws in those jurisdictions and in our operating structure. On September 26, 2019, our parent company ceased to be a Swiss tax resident and became an Irish tax resident subject to tax under the Irish tax regime. Our income derived from sources outside Switzerland are exempt from Swiss cantonal and communal tax and are also granted participation relief from Swiss federal tax for qualifying dividend income and capital gains related to the sale of qualifying investments in subsidiaries. The participation relief should result in a full exemption of participation income from Swiss federal income tax.


Our income tax (provision) benefitprovision from continuing operations consisted of the following:
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Total Current Provision$(9)  $(110) $(113) $(162)
Total Deferred (Provision) Benefit
  (25) 79
 25
Provision for Income Taxes$(9)  $(135) $(34) $(137)


The difference between the income tax provision at the Irish and Swiss income tax rate and the income tax (provision) benefit attributable to “Loss Before Income Taxes” for the 2019 Successor and Predecessor Periods, and the Predecessor years ended December 31, 2018 and 2017 is analyzed below:
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Irish or Swiss Income Tax rate at 12.5% and 7.83%, respectively$2
  $(299) $216
 $208
Tax on Operating Earnings Subject to Rates Different than the Irish or Swiss Federal Income Tax Rate(65)  197
 (387) 123
Estimated Tax on Settlement of Liabilities Subject to Compromise and Fresh Start Accounting
  (495) 
 
Change in Valuation Allowance Attributed to Estimated Tax on Settlement of Liabilities Subject to Compromise and Fresh Start Accounting
  463
 
 
U.S. Tax Reform - Remeasure of U.S. Deferred Tax Assets
  
 
 (249)
Change in Valuation Allowance Attributed to U.S. Tax Reform
  
 
 301
Change in Valuation Allowance56
  17
 166
 (459)
Change in Uncertain Tax Positions(2)  (18) (29) (61)
Provision for Income Taxes$(9)  $(135) $(34) $(137)


Our income tax provision in the Successor Period was $9 million on a loss before income taxes of $15 million. The primary drivers of the tax expense for the Successor Period included profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Total Current Provision$(162) $(115) $(303)
Total Deferred (Provision) Benefit25
 (381) 448
(Provision) Benefit for Income Taxes$(137) $(496) $145


Our income tax provision in the 2019 Predecessor Period was $135 million on earnings before income taxes of $3.8 billion. The primary drivers of the tax expense for the 2019 Predecessor Period included profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss. Our results for period also include $32 million of tax expense related to the Fresh Start accounting impacts and $14 million of tax benefit primarily related to goodwill and other asset impairments or write-downs. Other charges of approximately $77 million, related to restructuring expense and gain on the sale of businesses, resulted in $3 million in tax benefit. We also recognized $4.3 billion gain on Settlement of Liabilities Subject to Compromise as a result of the bankruptcy (See “Note 3 – Fresh Start Accounting”) with no tax impact due to it being attributed to Bermuda, which has no income tax regime, and the U.S., which resulted in the reduction of our U.S. unbenefited net operating losses carryforward under the operative tax statute and applicable regulations offset by the release of the valuation allowance. Prepetition charges (charges prior to Petition Date) and reorganization items (charges after Petition Date) had no significant tax impact.
Weatherford records
Our income tax provision in 2018 was $34 million on a loss before income taxes of $2.8 billion. Results for the year ended December 31, 2018 include losses with no significant tax benefit. The tax expense for the year ended December 31, 2018 also includes withholding taxes and deemed profit taxes that do not directly correlate to ordinary income or loss. The primary driver of the tax expense was due to profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions. Our results for 2018 also include charges with $70 million tax benefit principally related to the $1.9 billion goodwill impairment. The other asset write-downs and other charges, including $238 million in long-lived asset impairments, $126 million in restructuring charges and the warrant fair value adjustment of $70 million resulted in no significant tax benefit.

Our income tax provision in 2017 was $137 million on a loss before income taxes of $2.7 billion. The primary driver of the tax expense was due to profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions. In addition, the Company concluded that it needed to record a valuation allowance of $73 million in the fourth quarter of 2017 against certain previously benefited deferred tax assets since it cannot support that it is more likely than not that the deferred tax assets will be realized. The additional valuation allowance was partially offset by a one-time $52 million benefit as a result of the recent U.S tax reform. Our results for 2017 also include charges with no significant tax benefit principally related to asset write-downs and other charges including $928 million in long-lived asset impairments, $540 million inventory charges including excess and obsolete, $230 million in the write-down of Venezuelan receivables and $66 million of other write-downs charges and credits, $183 million in restructuring charges and the warrant fair value adjustment of $86 million.

On December 22, 2017, the U.S. enacted into law a comprehensive tax reform bill (the “Tax Cuts and Jobs Act,” or “TCJA”). The TCJA significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries as of 2017 held in cash and illiquid assets (with the latter taxed at a lower rate), and a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a partial territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base, such as the base erosion and anti-abuse tax). The permanent reduction in the U.S. statutory corporate tax rate to 21% from 35% decreased the amount of the U.S. deferred tax assets and liabilities by $249 million with a decrease to the valuation allowance of $301 million for a net tax benefit of $52 million recorded for the year ended December 31, 2017. The TCJA did not have other impacts on the Company’s effective tax rate because of the valuation allowance against the U.S. deferred tax assets. Any potential impact would be offset by un-benefitted U.S. net operating loss carryforwards. As we did not have all the necessary information to analyze all effects of this tax reform as of December 31, 2017, this was a provisional amount which we believed represented a reasonable estimate of the accounting implications of this tax reform. We finalized our accounting for this matter during 2018 and concluded that no adjustments to the provisional amounts recorded during 2017 were identified during the twelve months ended December 31, 2019 or 2018.

Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements. The measurement of deferred tax assets and liabilities is based on enacted tax laws and rates currently in effect in each of the jurisdictions in which we have operations.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

The components of the net deferred tax asset (liability) attributable to continuing operations were as follows: 
 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
Deferred Tax Assets:    
  Net Operating Losses Carryforwards$696
  $1,002
Accrued Liabilities and Reserves155
  331
Tax Credit Carryforwards11
  94
Employee Benefits26
  29
Property, Plant and Equipment63
  
Inventory67
  67
Other Differences between Financial and Tax Basis264
  324
Valuation Allowance(1,166)  (1,702)
 Total Deferred Tax Assets116
  145
Deferred Tax Liabilities: 
   
Property, Plant and Equipment
  (15)
Intangible Assets(90)  (57)
Other Differences between Financial and Tax Basis(31)  (52)
 Total Deferred Tax Liabilities(121)  (124)
Net Deferred Tax Asset (Liability)$(5)  $21


We record deferred tax assets for net operating losses and temporary differences between the book and tax basis of assets and liabilities that are expected to produce tax deductions in future periods. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those deferred tax assets would be deductible. The Company assesses the realizability of its deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available evidence (both positive and negative) when determining whether a valuation allowance is required. The Company evaluated possible sources of taxable income that may be available to realize the benefit of deferred tax assets, including projected future taxable income, the reversal of existing temporary differences, taxable income in carryback years and available tax planning strategies, and the impact of fresh start accounting in making this assessment. The realizability of the deferred tax assets is dependent upon judgments and assumptions inherent in the determination of future taxable income, including factors such as future operation conditions (particularly as related to prevailing oil prices and market demand for our products and services).


Operations in various jurisdictions continue to experience losses due to the delayed recovery in the demand for oil field services. Our expectations regarding the recovery are more measured due to continue volatility in oil prices and market contraction for our products and services. Also, the Company recorded significant long-lived asset impairments and established allowances for inventory and other assets in the fourth quarter of 2017. As a result of the continued losses, and limited objective positive

evidence to overcome negative evidence, the Company concluded that it needed to record additional valuation allowance of $73 million in the fourth quarter of 2017 against certain previously benefited deferred tax assets since it cannot support that it is more likely than not that the deferred tax assets will be realized.

The CompanyWe will continue to evaluate whether valuation allowances are needed in future reporting periods. Valuation allowances will remain until the Company can determine that net deferred tax assets are more likely than not to be realized. In the event that the Company were to determine that it would be able to realize the deferred income tax assets in the future as a result of significant improvement in earnings as a result of market conditions, the Company would adjust the valuation allowance, reducing the provision for income taxes in the period of such adjustment.


The difference between the income tax (provision) benefit at the Swiss federal income tax rate and the income tax (provision) benefit attributable to “Loss Before Income Taxes” for each of the three years ended December 31, 2017, 2016 and 2015 is analyzed below:
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Swiss Federal Income Tax Rate at 7.83%$208
 $225
 $164
Tax on Operating Earnings Subject to Rates Different than the Swiss Federal Income Tax Rate123
 319
 411
U.S. Tax Reform - Remeasure of U.S. Deferred Tax Assets(249) 
 
Non-cash Tax Expense on Distribution of Subsidiary Earnings
 (137) (265)
Change in Valuation Allowance Attributed to U.S. Tax Reform301
 
 
Change in Valuation Allowance(459) (872) (159)
Change in Uncertain Tax Positions(61) (31) (6)
(Provision) Benefit for Income Taxes$(137) $(496) $145

Our income tax provision in 2017 was $137 million on a loss before income taxes of $2.7 billion. The primary driver of the tax expense was due to profits in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third party transactions. In addition, the Company concluded that it needed to record a valuation allowance of $73 million in the fourth quarter of 2017 against certain previously benefited deferred tax assets since it cannot support that it is more likely than not that the deferred tax assets will be realized. The additional valuation allowance was partially offset by a one-time $52 million benefit as a result of the recent U.S tax reform. Our results for 2017 also include charges with no significant tax benefit principally related to asset write-downs and other charges including $928 million in long-lived asset impairments, $540 million inventory charges including excess and obsolete, $230 million in the write-down of Venezuelan receivables and $66 million of other write-downs charges and credits, $183 million in restructuring charges and the warranty fair value adjustment of $86 million.

On December 22, 2017, the U.S. enacted into law a comprehensive tax reform bill (the “Tax Cuts and Jobs Act,” or “TCJA”). The TCJA significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries as of 2017 held in cash and illiquid assets (with the latter taxed at a lower rate), and a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a partial territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base, such as the base erosion and anti-abuse tax). The SEC has issued guidance that allow for a measurement period of up to one year after the enactment date of the legislation to finalize the recording of the related tax impacts. The Company believes that the permanent reduction in the U.S. statutory corporate tax rate to 21% from 35% can reasonably be estimated to decrease the amount of the U.S. deferred tax assets and liabilities by $249 million with a decrease to the valuation allowance of $301 million for a net tax benefit of $52 million. The TCJA is not estimated to have other impacts on the Company’s effective tax rate because of the valuation allowance against the U.S. deferred tax assets. Any potential impact is offset by un-benefitted U.S. net operating loss carryforwards. As we do not have all the necessary information to analyze all effects of this tax reform, this is a provisional amount which we believe represents a reasonable estimate of the accounting implications of this tax reform. In addition, the various impacts of the TCJA may materially differ from the estimated impacts recognized in the fourth quarter due to regulatory guidance that may be issued in the future, tax law technical corrections, refined computations, and possible changes in the Company’s interpretations, assumptions, and actions as a result of the tax legislation. We will continue to evaluate tax reform, and adjust the provisional amounts as additional information is obtained. Any adjustment to these provisional amounts will be reported in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018.


Our income tax provision in 2016 was $496 million on a loss before income taxes of $2.9 billion. The primary component of the tax expense relates to the Company’s conclusion that certain deferred tax assets that had previously been benefited are not more likely than not to be realized. Our results for 2016 also include charges with no significant tax benefit principally related to $436 million of long-lived asset impairments, $219 million of inventory write-downs, $140 million of settlement agreement charges, $41 million of currency devaluation related to the Angolan kwanza and Egyptian pound, $78 million of bond tender premium, and $76 million of PDVSA note receivable net adjustment, $62 million in accounts receivable reserves and write-offs, and $114 million in pressure pumping related charges. In addition, we recorded $137 million for a non-cash tax expense related to an internal restructuring of subsidiaries.

In 2015, we had a tax benefit of $145 million on a loss before income taxes of $2.1 billion. The tax benefit was favorably impacted by a U.S. loss, which included restructuring, impairment charges and a worthless stock deduction. Our results for 2015 include $255 million of Land Drilling Rig impairment charges, $232 million of restructuring charges, $116 million of litigation settlements, $153 million of legacy project losses, $85 million of currency devaluation and related losses and $25 million of equity investment impairment, all with no significant tax benefit. In addition, we recorded a tax charge of $265 million for a non-cash tax expense on distribution of subsidiary earnings.

Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements. The measurement of deferred tax assets and liabilities is based on enacted tax laws and rates currently in effect in each of the jurisdictions in which we have operations.

The components of the net deferred tax asset (liability) attributable to continuing operations were as follows: 
 December 31,
(Dollars in millions)2017 2016
Net Operating Losses Carryforwards$1,208
 $1,258
Accrued Liabilities and Reserves266
 200
Tax Credit Carryforwards99
 102
Employee Benefits39
 34
Inventory129
 75
Other Differences between Financial and Tax Basis346
 252
Valuation Allowance(1,887) (1,738)
 Total Deferred Tax Assets200
 183
Deferred Tax Liabilities: 
  
Property, Plant and Equipment(49) (13)
Intangible Assets(131) (212)
Deferred Income
 (9)
Undistributed Subsidiary Earnings
 
Other Differences between Financial and Tax Basis(71) (25)
 Total Deferred Tax Liabilities(251) (259)
Net Deferred Tax Asset (Liability)$(51) $(76)

The increase in the valuation allowance in 20172019 is primarily attributable to the establishmenta decrease of a valuation allowance against current yearun-benefited net operating losses (“NOLs”)loss carryforwards, primarily attributed to the US (see discussion below), and beginning-of-yearthe foreign exchange remeasurement of our net deferred tax assets in the United Kingdom and Argentina. The overall increase in the valuation allowance in 2016 is primarily attributable to the establishment of a valuation allowance against current year net operating losses (“NOLs”) and beginning-of-year deferred tax assets in the United States, Brazil, and Colombia.assets.


Deferred income taxes generally have not been recognized on the cumulative undistributed earnings of our non-Swissnon-Irish subsidiaries because they are considered to be indefinitely reinvested or they can be distributed on a tax free basis.reinvested. Distribution of these earnings in the form of dividends or otherwise may result in a combination of income and withholding taxes payable in various countries. In 2016 the company recorded a tax charge of $137 million for a non-cash tax expense related to an internal restructuring of subsidiaries. As of December 31, 2017,2019, the pool of positive undistributed earnings of our non-Swissnon-Irish subsidiaries that are considered indefinitely reinvested and may be subject to tax if distributed amounts to approximately $2.9approximately$1.6 billion. Due to

complexities in the tax laws and the manner of repatriation, it is not practicable to estimate the unrecognized amount of deferred income taxes and the related dividend withholding taxes associated with these undistributed earnings.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

At December 31, 2017,2019, we had approximately $5.0$4 billion of NOLs in various jurisdictions, $1.9 billion of which were generated by certain U.S. subsidiaries. LossOn December 13, 2019 the company emerged from Chapter 11 of the U.S. bankruptcy code. As a result, in the U.S. approximately $480 million of cancellation of indebtedness (COD) income was realized for tax purposes. Under exceptions applying to COD income resulting from a bankruptcy reorganization, the U.S. subsidiaries were not required to recognize this COD income currently as taxable income. Instead, the company’s US net operating losses were reduced under the operative tax statute and applicable regulations, affecting the balance of deferred taxes. The Company also realized COD income attributable to Bermuda, which does not have an income tax regime. As a result, there was no impact from the COD Income. Our U.S. subsidiaries experienced an ownership change as the Company’s emergence from Chapter 11 bankruptcy proceedings is considered a “ownership change” for purposes of Internal Revenue Code section 382. The Internal Revenue Code sections 382 and 383 impose limitations on the ability of a company to utilize tax attributes after experiencing an “ownership change.” We estimate that we would have an annual limitation of approximately $23 million against the utilization of our U.S. loss carryforwards and other tax attributes, including credits, in the future, subject to the final valuation of the U.S. As a result, $1.2 billion of the U.S. loss carryforward will expire before it can be utilized. The gross amount of our U.S. subsidiaries NOLs that we will be able to utilize is not $1.9 billion and our net operating loss carryforward deferred tax asset decreased by $257 million (tax effect of the anticipated expired U.S. loss carryforward). The Company maintains a valuation allowance against the U.S. net deferred tax asset position so the adjustment to the U.S. loss carryforward had a corresponding reduction to the valuation allowance and therefore resulted in no current financial impact. The deferred tax asset, as of December 31, 2019, reflects the maximum amount of U.S. loss carryforward that the Company may be able to utilize, which is $639 million. Our non-indefinite loss carryforwards, if not utilized, will mostly expire for U.S. subsidiaries from 20332030 through 2037 and at various dates from 20182019 through 20372038 for non-U.S. subsidiaries. At December 31, 2017,2019, we had $98$77 million of tax credit carryovers, of which $82$66 million is for U.S. subsidiaries. The U.S. credits primarily consists of $30$35 million of research and development tax credit carryforwards which expire from 20262020 through 2036,2038, and $52$31 million of foreign tax credit carryforwards which expire from 20182020 through 2036.2038. We anticipate that all the U.S. credits will expire before they can be utilized because of the annual limitation. As a result, as of December 31, 2019, our tax credit carryforward is $11 million and the tax credit deferred tax asset has been decreased by $66 million with an offsetting reduction in valuation allowance.


A tabular reconciliation of the total amounts of uncertain tax positions at the beginning and end of the period is as follows:
 Successor  Predecessor
 Period From  Period From  
 12/14/19  1/1/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Balance at Beginning of Year$213
  $195
 $217
 $208
Additions as a Result of Tax Positions Taken During a Prior Period
  34
 31
 65
Reductions as a Result of Tax Positions Taken During a Prior Period
  (1) (9) (1)
Additions as a Result of Tax Positions Taken During the Current Period2
  17
 14
 12
Reductions Relating to Settlements with Taxing Authorities(1)  (20) (18) (29)
Reductions as a Result of a Lapse of the Applicable Statute of Limitations
  (5) (23) (38)
Foreign Exchange Effects
  (7) (17) 
Balance at End of Year$214
  $213
 $195
 $217

 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Balance at Beginning of Year$208
 $195
 $235
Additions as a Result of Tax Positions Taken During a Prior Period65
 30
 28
Reductions as a Result of Tax Positions Taken During a Prior Period(1) (1) (9)
Additions as a Result of Tax Positions Taken During the Current Period12
 20
 5
Reductions Relating to Settlements with Taxing Authorities(29) (19) (46)
Reductions as a Result of a Lapse of the Applicable Statute of Limitations(38) (12) (7)
Foreign Exchange Effects
 (5) (11)
Balance at End of Year$217
 $208
 $195


Substantially all of the uncertain tax positions, if recognized in future periods, would impact our effective tax rate. To the extent penalties and interest would be assessed on any underpayment of income tax, such amounts have been accrued and classified as a component of income tax expense and other non-current liabilities in the Consolidated Financial Statements in accordance with our accounting policy. We recorded an expense of $1 million, $15 million, $1 million and $10 million an expense of $2 million and a benefit of $4 million ofin interest and penalty for the 2019 Successor and Predecessor Periods and the years ended December 31, 2017, 20162018 and 2015,2017, respectively. The amounts in the table above exclude cumulative accrued interest and penalties of $61$77 million, $51$60 million, and $50$61 million at December 31, 2017, 20162019, 2018 and 2015,2017, respectively, which are included in other liabilities.



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

We are subject to income tax in many of the approximately 9080 countries where we operate. As of December 31, 2017,2019, the following table summarizes the tax years that remain subject to examination for the major jurisdictions in which we operate: 
Canada20092011 - 20172019
Mexico20072009 - 20172019
Russia20152016 - 20172019
Switzerland20102011 - 20172019
United States20142016 - 20172019



We are continuously under tax examination in various jurisdictions. We cannot predict the timing or outcome regarding resolution of these tax examinations or if they will have a material impact on our financial statements. WeAs of December 31, 2019, we anticipate that it is reasonably possible that the amount of uncertain tax positions may decrease by up to $12$6 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.




21.19. Disputes, Litigation and Legal Contingencies


Shareholder Litigation
 
GAMCO Shareholder Litigation

On September 6, 2019, GAMCO Asset Management, Inc. (“GAMCO”), purportedly on behalf of itself and other, similarly situated shareholders, filed a lawsuit asserting violations of the federal securities laws against certain then current and former officers and directors of the Company. GAMCO alleges violations of Sections 10(b) and 20(b) of the Securities Exchange Act of 1934, and violations of Sections 11 and 15 of the Securities Act of 1933 based on allegations that the Company and certain of its officers made false and/or misleading statements, and alleged non-disclosure of material facts, regarding the Company’s business, operations, prospects and performance. GAMCO seeks damages on behalf of purchasers of the Company’s ordinary shares from October 26, 2016 through May 10, 2019. GAMCO’s lawsuit was filed in the United States District Court for the Southern District of Texas, Houston Division, and it is captioned GAMCO Asset Management, Inc. v. McCollum, et al., Case No. 4:19-cv-03363. We cannot reliably predict the outcome of GAMCO’s claims, including the amount of any possible loss.

Prior Shareholder Litigation

In 2010, three3 shareholder derivative actions were filed, purportedly on behalf of the Company, asserting breach of duty and other claims against certain then current and former officers and directors of the Company related to the United Nations oil-for-food program governing sales of goods into Iraq, the Foreign Corrupt Practices Act of 1977 and trade sanctions related to the U.S. government investigations disclosed in our SEC filings since 2007. Those shareholder derivative cases were filed in Harris County, Texas state court and consolidated under the caption Neff v. Brady, et al., No. 2010040764 (collectively referred to as the “Neff Case”). Other shareholder demand letters covering the same subject matter were received by the Company in early 2014, and a fourth shareholder derivative action was filed, purportedly on behalf of the Company, also asserting breach of duty and other claims against certain then current and former officers and directors of the Company related to the same subject matter as the Neff Case. That case, captioned Erste-Sparinvest KAG v. Duroc-Danner, et al., No. 201420933 (Harris County, Texas) was consolidated into the Neff Case in September 2014. A motion to dismiss was granted May 15, 2015, and an appeal was filed on June 15, 2015. Following briefing and oral argument, on June 29, 2017, the Texas Court of Appeals denied in part and granted in part the shareholders’ appeal. The Court ruled that the shareholders lacked standing to bring claims that arose prior to the Company’s redomestication to Switzerland in 2009 and upheld the dismissal of those claims. The Court reversed as premature the trial court’s dismissal of claims arising after the redomestication and remanded to the trial court for further proceedings. On February 1, 2018, the individual defendants and nominal defendant Weatherford filed a motion for summary judgment on the remaining claims in the case. On February 13, 2018, the trial court dismissed with prejudice certain directors for lack of jurisdiction. The plaintiffs have appealed the jurisdictional ruling. We cannot reliably predict the outcome of the remaining claims, including the amount of any possible loss.

Securities Class Action Settlement

On June 30, 2015, we signed a stipulation to settle a shareholder securities class action captioned Freedman v. Weatherford International Ltd., et al., No. 1:12-cv-02121-LAK (S.D.N.Y.) for $120 million subject to notice to the class and court approval. The Freedman lawsuit had been filed in the U.S. District Court for the Southern District of New York in March 2012, and alleged that we and certain current and former officers of Weatherford violated the federal securities laws in connection with the restatements of the Company’s historical financial statements announced on February 21, 2012 and July 24, 2012. On November 4, 2015, the U.S. District Court for the Southern District of New York entered a final judgment and an order approving the settlement. Pursuant to the settlement, we were required to pay $120 million, which was partially funded by insurance proceeds. There was no admission of liability or fault by a party in connection with the settlement. We are pursuing reimbursement from our insurance carriers and have recovered $26 million of the settlement amount to date.

On January 30, 2015, the U.S. District Court for the Southern District of New York approved the settlement of a purported shareholder securities class action captioned Dobina v. Weatherford International Ltd., et al., No. 1:11-cv-01646-LAK (S.D.N.Y.) for $53 million. The action named Weatherford and certain current and former officers as defendants. It alleged violation of the federal securities laws in connection with the material weakness in our internal controls over financial reporting for income taxes, and restatement of our historical financial statements announced in March 2011. The settlement was entirely funded by our insurers. There was no admission of liability or fault by any party in connection with the settlement.


U.S. Government and Other InvestigationsInvestigation
 
TheAs of December 31, 2016, the Company had agreed to pay as part of the terms of a settlement with the SEC a total civil monetary penalty of $140 million relating to the SEC and the U.S. Department of Justice (“DOJ”) investigatedinvestigation of certain accounting issues associated with the material weakness in our internal control over financial reporting for income taxes that was disclosedfor historical periods indicated in a notification of late filing on Form 12b-25 filed on March 1, 2011 and in current reports on Form 8-K filed on February 21, 2012 and on July 24, 2012 and2011 SEC filings reporting the subsequent restatements of our historical financial statements. During the first quarter 2016, we recorded a loss contingency in the amount of $65 million, and increased it to $140 million in the second quarter to reflect our best estimate of the potential settlement. As disclosed in the Form 8-K filed on September 27, 2016, the Company settled with the SEC without admitting or denying the findings of the SEC, by consenting to the entry of an administrative order that requires the Company to cease and desist from committing or causing any violations and any future violations of the anti-fraud provisions of the Securities Act of 1933 (as amended, the “Securities Act”), and the anti-fraud, reporting, books and records, and internal controls provisions of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), and the rules promulgated thereunder. As part of the terms of the SEC settlement, the Company agreed to pay a total civil monetary penalty of $140 million.restatements. In addition, certain reports and certifications

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

regarding our internal controls over accounting for income taxes must bewere delivered to the SEC during the two years following the settlement. We have completed twothese reports as of three such reports and expect the final report to be delivered by April 2018. A payment of $50 million was made during the fourth quarter ofin 2016 and a payment of $30the remaining $90 million was madepaid in each2017. The 2017 payments are reported under the caption “Other Assets and Liabilities, Net” on our Consolidated Statements of January and May 2017. A final payment for the civil monetary penalty of $30 million was made in September 2017.Cash Flows.



Spitzer Industries Litigation

In August 2016, after a bench trial in Harris County, Texas, the court entered a judgment of $36 million against the Company in the case of Spitzer Industries, Inc. (“Spitzer”) vs. Weatherford U.S., L.P. in connection with Spitzer’s fabrication work on two mobile capture vessels used in the cleanup of marine oil spills. We agreed on a settlement and paid the settlement amount of $25 million during the fourth quarter of 2017.


Rapid Completions and Packers Plus Litigation


Several subsidiaries of the Company are defendants in a patent infringement lawsuit filed by Rapid Completions LLC (“RC”) in U.S. District Court for the Eastern District of Texas on July 31, 2015. RC claims that we and other defendants are liable for infringement of seven7 U.S. patents related to specific downhole completion equipment and the methods of using such equipment. These patents have been assigned to Packers Plus Energy Services, Inc., a Canadian corporation (“Packers Plus”), and purportedly exclusively licensed to RC. The litigation is currently stayed pending resolution of inter partes reviews of each of the patents-in-suit, which are pending before the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (“USPTO”). RC is seeking a permanent injunction against further alleged infringement, unspecified damages for infringement, supplemental and enhanced damages, and additional relief such as attorneys’ fees. The Company has filed a counterclaim against Packers Plus, seeking declarations of non-infringement, invalidity, and unenforceability of the patents-in-suitfour patents that remain asserted against the Company on the grounds of inequitable conduct before the USPTO.conduct. The Company is seeking attorneys’ fees and costs incurred in the lawsuit. The litigation was stayed, pending resolution of inter partes reviews (“IPR”) of each of the four patents before the Patent Trial and Appeal Board (“PTAB”) of the U.S. Patent and Trademark Office (“USPTO”). On February 22, 2018, the PTAB issued IPR decisions finding that all of the claims of the ‘505, ‘634, and ‘774 patents that were challenged by the Company in the IPRs are invalid. On October 16, 2018, the PTAB issued an IPR decision finding that all of the claims of the ‘501 patent are invalid. RC has appealed the decisions of the PTAB. On June 3, 2019, the Federal Circuit heard RC’s oral arguments on the appeal related to the ‘505, ‘634, and ‘774 patents and affirmed on June 6, 2019 the PTAB’s decision that the patents are invalid. The oral argument on RC’s appeal of the of the PTAB’s decision on the ‘501 patent took place on January 8, 2020, and the Federal Circuit affirmed the PTAB’s decision on January 21, 2020. All of the claims of the ‘501, ‘505, ‘634, and ‘774 patents that were asserted against the Company in the U.S. litigation are now invalid. With the exception of the Company’s potential claim for inequitable conduct against Packers Plus, the litigation in the U.S. has concluded.


On October 14, 2015, Packers Plus and RC filed suit in Federal Court in Toronto, Canada against the Company and certain subsidiaries alleging infringement of a related Canadian patent and seeking unspecified damages and an accounting of the Company’s profits. Trial on the validity of the Canadian patent was completed in March 2017. On November 3, 2017, the Federal Court issued its decision, wherein it concluded that the defendants proved that the patent-in-suit was invalid and dismissed Packers Plus and RC’s claims of infringement. On January 5, 2018, Packers Plus and RC filed their Notice of Appeal. The Company filed its responsive brief in June 2018. The hearing of the appeal took place on February 6, 2019, and on April 24, 2019, the appeal was dismissed in favor of Weatherford. Packers Plus and RC filed an Application for Leave to the Supreme Court of Canada requesting that the Supreme Court hear their appeal from the appellate court’s decision, but the Supreme Court dismissed the Application, thus concluding the litigation.


If one or more negative outcomes wereAt this time, we believe it is unlikely that we will incur a loss related to occur in either case, the impactthese patent infringement matters, and therefore we have not accrued any loss provisions related to our financial position, results of operations, or cash flows could be material.

Other Disputes and Litigation

Additionally, we are aware of various disputes and potential claims and are a party in various litigation involving claims against us, including as a defendant in various employment claims alleging our failure to pay certain classes of workers overtime in compliance with the Fair Labor Standards Act for which an agreement was reached and settled during 2016. Some of these disputes and claims are covered by insurance.matters. For claims, disputes and pending litigation in which we believe a negative outcome is probable and a loss can be reasonably estimated, we have recorded a liability for the expected loss. These liabilities are immaterial to our financial condition and results of operations.


In addition, we have certain claims, disputes and pending litigation for which we do not believe a negative outcome is probable or for which we can only estimate a range of liability. It is possible, however, that an unexpected judgment could be rendered against us, or we could decide to resolve a case or cases, that would result in liability that could be uninsured and beyond the amounts we currently have reserved and in some cases those losses could be material. If one or more negative outcomes were to occur relative to these matters, the aggregate impact to our financial condition could be material.


Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of December 31, 20172019 and 20162018 were $51$44 million and $181$29 million, respectively. The increase in our accrued litigation balance was incurred primarily in our 2019 Predecessor Period.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

20. Shareholders’ Equity (Deficiency)

Changes in our ordinary shares issued were as follows:
(Shares in millions)Issued
Balance at December 31, 2017 (Predecessor)993
Equity Awards Granted, Vested and Exercised9
Balance at December 31, 2018 (Predecessor)1,002
Equity Awards Granted, Vested and Exercised7
Predecessor Shares Cancellation(1,009)
Balance at December 13, 2019 (Predecessor)
Share Issuance70
Balance at December 13, 2019 (Successor)70
  Share Issuance
Balance at December 31, 2019 (Successor)70


Upon the effectiveness of the Plan, all previously issued and outstanding equity interests in the Predecessor were cancelled and the Company issued 69,999,954 “New Ordinary Shares” to the holders of the Company’s existing senior notes and holders of “Old Ordinary Shares”. The amount in excess of par value of $2.9 billion is reported in Capital in Excess of Par Value on the accompanying Consolidated Balance Sheets.

On the Effective Date, the Company issued New Warrants to holders of the Company’s Old Ordinary Shares, to purchase up to an aggregate of 7,777,779 New Ordinary Shares in the Company, par value $0.001, at an exercise price of $99.96 per ordinary share. The New Warrants are equity classified and, upon issuance, have a value of $31 million, which was recorded in “Capital in Excess of Par Value.” At December 31, 2019 no warrants had been exercised. The warrant fair value was a Level 2 valuation and is estimated using the Black Scholes valuation model. Inputs to the model include Weatherford’s share price, volatility of our share price, and the risk-free interest rate.

The New Warrants are exercisable until “Expiration Date” of which is the earlier of (i) December 13, 2023 and (ii) the date of consummation of any liquidity event resulting in the sale or exchange of all or substantially all of the equity interests of the Company to one or more third parties (whether by merger, sale, recapitalization, consolidation, combination or otherwise) or the sale, directly or indirectly, by the Company of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; or a liquidation, dissolution or winding up of the Company. All unexercised New Warrants will expire, and the rights of the warrant holders to purchase New Ordinary Shares will terminate, on the Expiration Date.

On November 21, 2016, we issued 84.5 million ordinary shares at a price of $5.40 per ordinary share, and a warrant (“Old Warrant”) to purchase 84.5 million ordinary shares on or prior to May 21, 2019 at an exercise price of $6.43 per ordinary share to a selected institutional investor. On May 21, 2019, the Old Warrant option period lapsed and the warrants expired unexercised.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Accumulated Other Comprehensive Loss

The following table presents the changes in our accumulated other comprehensive loss by component:
(Dollars in millions)Currency Translation Adjustment Defined Benefit Pension Deferred Loss on Derivatives Total
Balance at December 31, 2017 (Predecessor)$(1,484) $(26) $(9) $(1,519)
Other Comprehensive (Loss) Income before Reclassifications(240) 10
 
 (230)
Reclassifications
 2
 1
 3
Net Activity(240) 12
 1
 (227)
Balance at December 31, 2018 (Predecessor)(1,724) (14) (8) (1,746)
Other Comprehensive Income (Loss) before Reclassifications52
 (12) 
 40
Reclassifications
 1
 8
 9
Net Activity52
 (11) 8
 49
Balance at December 13, 2019 (Predecessor)(1,672) (25) 
 (1,697)
Elimination of Predecessor Equity Balances1,672
 25
 
 1,697
Balance at December 13, 2019 (Successor)
 
 
 
Other Comprehensive Income7
 2
 
 9
Balance at December 31, 2019 (Successor)$7
 $2
 $
 $9




Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

21. Share-Based Compensation

As part of the emergence from bankruptcy, outstanding awards under all Predecessor equity incentive plans were cancelled, and the 2019 Plan was approved by the Successor.

The share-based compensation plans permit the grant of options, stock appreciation rights, restricted share awards restricted share units (“RSUs”), performance share awards, performance unit awards (“PUs”), other share-based awards and cash-based awards to any employee, non-employee directors and other individual service providers or any affiliate. In addition, the Predecessor had share-based compensation provisions under the Employee Share Purchase Plan (“ESPP”).

For restricted share awards and RSUs, compensation expense is recognized on a straight-line basis over the requisite service period for the separately vesting portion of each award. For PUs, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. Upon emergence from bankruptcy, all remaining compensation expense was recognized when certain shares accelerated due to change in control provisions in the original award agreements and all remaining outstanding awards were cancelled.

The provisions of each award vary based on the type of award granted and are determined by the Compensation Committee of our Board of Directors. Those awards that are based on a specific contractual term will be granted with a term not to exceed 10 years. Upon grant of a restricted share award, the recipient has the rights of a shareholder, including but not limited to the right to vote such shares and the right to receive any dividends paid on such shares, but not the right to disposition prior to vesting. Recipients of RSUs do not have the rights of a shareholder until such date as the shares are issued or transferred to the recipient under the Plan. As of December 31, 2019, we had 4000000 shares available for grant under our Successor share-based compensation plan.

Share-Based Compensation Expense

We did not recognize any share-based compensation expense during the Successor Period. We recognized the following share-based compensation expense during the 2019 Predecessor Period and the years ended December 31, 2018 and December 31, 2017:
 Successor  Predecessor
 Period From  Period From  
 12/14/19  01/01/2019 Years Ended
 through  through December 31,
(Dollars in millions)12/31/2019  12/13/2019 2018 2017
Share-based Compensation$
  $46
 $47
 $70
Related Tax (Provision) Benefit
  
 
 



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Restricted Share Awards and Restricted Share Units

There were no restricted share awards outstanding in 2019. RSUs vest based on continued employment, generally over a three-year period. The fair value of RSUs is determined based on the closing price of our shares on the date of grant. The total fair value, less forfeitures, is expensed over the vesting period. The weighted-average grant date fair value of RSUs granted during the 2019 Predecessor Period and the years ended December 31, 2018 and December 31, 2017 was $0.90, $1.76 and $4.26, respectively. The total fair value of restricted share awards and RSUs vested during the 2019 Predecessor Period and the years ended December 31, 2018 and December 31, 2017 was $2 million, $17 million and $30 million, respectively.

A summary of RSU activity is presented below:

  RSU 
Weighted Average
Grant Date Fair Value
  (In thousands)  
Non-Vested at December 31, 2018 (Predecessor) 17,278
 $2.82
Granted 76
 0.90
Vested (9,747) 3.64
Cancelled or Forfeited (7,607) 1.75
Non-Vested at December 13, 2019 (Predecessor) 
 
  Granted, Vested, Cancelled or Forfeited 
 
Non-Vested at December 31, 2019 (Successor) 
 



22.  Commitmentscertain market-based and Other Contingencies
We are committed under various operating lease agreements primarily relatedperformance goals. Depending on the performance levels achieved in relation to office space and equipment. Generally, these leases include renewal provisions and rental payments, whichthe predefined targets, shares may be adjustedissued for taxes, insuranceup to 200% of the units awarded. If the established performance goals are not met no shares are issued. In addition, the award agreement had a 200% accelerated vesting condition in the event of a change in control. The grant date fair value of the performance units with market-based goals was determined through use of the Monte Carlo simulation method. The assumptions used in the Monte Carlo simulation during the year ended December 31, 2018, included a weighted average risk-free rate of 2.28%, volatility of 63.0% and maintenancea 0 dividend yield. The grant date fair value of the performance units with performance goals was determined based on the closing price of our shares on the date of grant. The weighted-average grant date fair value of all performance units we granted during the years ended December 31, 2018 and 2017 was $4.57 and $6.06, respectively. For the 2019 Predecessor Period, 6 million shares were issued when the bankruptcy triggered a change of control clause accelerating the vesting of all outstanding performance units at 200%. The total fair value of these shares was $95 thousand. For the year ended December 31, 2018, we did not issue any shares for performance units. For the year ended December 31, 2017, 145 thousand shares were issued for the performance units related to the property. Future minimum commitments under noncancellable operating leases are as follows (dollars in millions):departure of a former executive officer. The total fair value of these shares was $1 million.

A summary of performance unit activity for the year ended December 31, 2019, is presented below:
 Performance Units Weighted Average Grant Date Fair Value
 (In thousands)  
Non-vested at December 31, 2018 (Predecessor)4,014
 $4.99
Granted
 
Vested(3,033) 4.79
Cancelled or Forfeited(981) 5.63
Non-vested at December 13, 2019 (Predecessor)
 
Granted
 
Non-vested at December 31, 2019 (Successor)
 


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements
2018$176
2019112
202069
202152
202232
Thereafter192
 $633



Total rent expense incurred under operating leases was approximately $217 million, $324Employee Stock Purchase Plan

The Predecessor had an ESPP which permitted eligible employees to make payroll deductions to purchase Weatherford shares.  Each offering period had a six-month duration beginning on either March 1 or September 1. Shares were purchased at 90% of the lower of the closing price for our ordinary shares on the first or last day of the offering period. We issued 4 million and $4263 million shares under the ESPP during the years ended December 31, 2018 and 2017, respectively. In January 2019, we temporarily suspended our ESPP due to insufficient shares remaining available for issuance under the plan as a consequence of our lower share price. New Ordinary Shares have not been registered for issuance under our ESPP.  

22. Earnings per Share

Basic earnings per share for all periods presented equals net income (loss) divided by the weighted average number of our shares outstanding during the period including participating securities. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of our shares outstanding during the period including participating securities, adjusted for the dilutive effect of our stock options, restricted shares and performance units.

The following discloses basic and diluted weighted average shares outstanding:
 Successor  Predecessor
 Period From  Period From  
 12/14/19  01/01/2019 Years Ended
 through  through December 31,
(Shares in millions)12/31/2019  12/13/2019 2018 2017
Basic and Diluted Weighted Average Shares Outstanding70
  1,004
 997
 990


Our basic and diluted weighted average shares outstanding for the 2019 Predecessor Period are equivalent as we believe including the dilutive impact of our Predecessor potential shares would not be meaningful as the potential shares were cancelled pursuant to the terms of the Plan.

Our basic and diluted weighted average shares outstanding for the Successor Period, and for the years ended December 31, 2018 and 2017, 2016are equivalent due to the net loss attributable to shareholders. Diluted weighted average shares outstanding for the Successor Period, and 2015, respectively.the years ended December 31, 2018 and 2017, exclude potential shares for stock options, restricted shares, performance units, exchangeable senior notes, warrants outstanding and the ESPP as we have net losses for those periods and their inclusion would be anti-dilutive. The future rental commitmentfollowing table above does not include leases that are short-term in nature or can be cancelled with noticediscloses the number of less than three months.shares excluded:

 Successor  Predecessor
 Period From  Period From  
 12/14/19  01/01/2019 Years Ended
 through  through December 31,
(Shares in millions)12/31/2019  12/13/2019 2018 2017
Potential Shares Excluded8
  197
 251
 250

Other Contingencies


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

23. Revenues

Disaggregated Revenue by Product Line and Geographic Region

The contractual residual value guarantee balance of of $28following tables disaggregate our revenues from contracts with customers by major product line and geographic region. Equipment revenues recognized under ASC 842 was $12 million in “Other Non-Current Liabilities” on the accompanying Consolidated Balance Sheets atSuccessor Period, $284 million in the Predecessor Period and $337 million in the year ended December 31, 2016 was extinguished after2018, which are included in the underlying leased equipmenttables below.
 Successor
 Period from December 14, 2019 through December 31, 2019
(Dollars in millions)Western HemisphereEastern HemisphereTotal Revenues
Product Lines:   
  Production$56
$26
$82
  Completions22
44
66
  Drilling and Evaluation21
36
57
  Well Construction22
34
56
Total$121
$140
$261

 Predecessor
 
Period from January 1, 2019
to December 13, 2019
(Dollars in millions)Western HemisphereEastern HemisphereTotal Revenues
Product Lines:   
  Production$1,132
$339
$1,471
  Completions468
652
1,120
  Drilling and Evaluation498
695
1,193
  Well Construction522
648
1,170
Total$2,620
$2,334
$4,954

 Predecessor
 Year Ended December 31, 2018
(Dollars in millions)Western HemisphereEastern HemisphereTotal Revenues
Product Lines:   
  Production$1,195
$364
$1,559
  Completions610
604
1,214
  Drilling and Evaluation647
778
1,425
  Well Construction611
935
1,546
Total$3,063
$2,681
$5,744


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

 Predecessor
 Year Ended December 31, 2017
(Dollars in millions)Western HemisphereEastern HemisphereTotal Revenues
Product Lines:   
  Production$1,085
$380
$1,465
  Completions641
624
1,265
  Drilling and Evaluation623
767
1,390
  Well Construction588
991
1,579
Total$2,937
$2,762
$5,699

Revenues by Geographic Regions

Revenue by geographic area is summarized below. Revenues from customers in Ireland were nil in each of the years presented. 
 Successor  Predecessor  
 Period From  Period From    
 12/14/19  01/01/19 Years Ended
 through  through December 31,
(Dollars in millions)12/31/1912/13/19 2018 2017
Geographic Areas:        
  North America$68
  $1,548
 $1,987
 $2,047
  Latin America53
  1,072
 1,076
 890
  Western Hemisphere121
  2,620
 3,063
 2,937
         
  Middle East & North Africa and Asia88
  1,427
 1,716
 1,755
  Europe/Sub-Sahara Africa/Russia52
  907
 965
 1,007
  Eastern Hemisphere140
  2,334
 2,681
 2,762
         
Total Revenues$261
  $4,954
 $5,744
 $5,699


Total revenues in the United States, part of our North America pressure pumping operations was purchased duringWestern Hemisphere segment, were $59 million in the first quarter of 2017.

We have minimum purchase commitments related to supply contractsSuccessor Period and maintain a liability at$1.3 billion in the Predecessor Period and $1.6 billion and $1.6 billion for the years ended December 31, 2018 and 2017, of $69 millionrespectively.

Contract Balances

Receivables for expected penalties to be paid, of which $22 millionis recordedproducts and services with customers are included in “Accounts Receivable, Net,” contract assets are included in “Other Current Liabilities”Assets” and $47 million is recordedcontract liabilities are included in “Other Non-CurrentCurrent Liabilities” on our Consolidated Balance Sheets. The following table provides information about receivables for product and services included in “Accounts Receivable, Net” at December 31, 2019 and 2018, respectively:

 Successor  Predecessor
(Dollars in millions)December 31, 2019  December 31, 2018
Receivables for Product and Services in Accounts Receivable, Net$1,089
  $1,051



Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

Significant changes in the contract assets and liabilities balances during the period are as follows:
(Dollars in millions)Contract AssetsContract Liabilities
Balance at December 31, 2018 (Predecessor)$4
$64
  Revenue recognized that was included in the deferred revenue balance at the beginning of the
  period

(61)
  Increase due to cash received, net of amount recognized as revenue during the period
21
  Increase due to revenue recognized during the period but contingent on future performance9

  Transferred to receivables from contract assets recognized at the beginning of the period(2)
  Transferred to receivables from contract assets recognized during the period(8)
  Adjustments due to changes in estimates or contract modifications
9
  Adjustments due to Fresh Start Accounting
(29)
Balance at December 13, 2019 (Successor)3
4
  Increase due to cash received, net of amount recognized as revenue during the period
8
Balance at December 31, 2019 (Successor)$3
$12


Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In the following table, estimated revenue expected to be recognized in the future related to performance obligations that are either unsatisfied or partially unsatisfied as of December 31, 2019 primarily relate to subsea services and an artificial lift contract. All consideration from contracts with customers is included in the amounts presented below.
(Dollars in millions)2020
2021
2022
2023
Thereafter
Total
Service revenue$48
$17
$16
$16
$4
$101


Venezuela Revenue Recognition

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 significant political and economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S. government. In connection with this development, we recorded a charge of $230 million to fully reserve our receivables for these customers in Venezuela. We continue to monitor our Venezuelan operations and will actively pursue the collection of our outstanding invoices. During 2018, we collected $16 million on previously fully reserved accounts receivable.

23.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

24. Segment Information
 
Reporting Segments


At the end of the third quarter of 2017, changes to theThe Company’s organization structure were internally announced by the Company’s management. During the fourth quarter of 2017, the Company's chief operating decision maker (its chief executive officer) changed the information he regularly reviews to allocate resources and assess performance. Implementation of these changes commenced in the beginning of the fourth quarter of 2017, and, as a result, we realignedinformation by our reporting segments into two2 reportable segments, which are theour Western Hemisphere segment and Eastern Hemisphere segment. Our Western Hemisphere segment represents the prior North America and Latin America segments as well as land drilling rigs operations in Colombia and Mexico. Our Eastern Hemisphere segment represents the prior MENA/Asia Pacific segment and Europe/SSA/Russia segment as well as land drilling rigs operations in the Eastern Hemisphere. Research and Development expenses are now included in the results of our Western and Eastern Hemisphere segments. We have revised our segment reporting to reflect our current management approach and recast prior periods to conform to the current segment presentation.

These reportable segments are based on management’s organization and view of Weatherford’s business when making operating decisions, allocating resources and assessing performance. The purposeResearch and development expenses are included in the results of the change is to flatten the organization structure, reduce our costsWestern and accelerate decision-making processes.Eastern Hemisphere segments. Our corporate and other expenses that do not individually meet the criteria for segment reporting continue to beare reported separately ason the caption Corporate expenses.General and Administrative.


Financial information by segment is summarized below. Revenues are attributable to countries based on the ultimate destination of the sale of products or performance of services. The accounting policies of the segments are the same as those described in “Note 1 – Summary of Significant Accounting Policies.” IncludedExcluded from capital expenditures in the 2016 and 2015 income (loss) from operations intables below is the Eastern Hemisphere are lossescapital expenditures related to our Zubair project in Iraq accountedthe acquisition of assets held for under the percentage-of-completion method as described in “Note 5 – Percentage of Completion Contracts.”



sale.
Successor
Year Ended December 31, 2017Period From December 14 through December 31, 2019
(Dollars in millions)Net
Operating
Revenues
 Income (Loss)
from
Operations
 Depreciation
and
Amortization
 Capital
Expenditures
Revenues Income (Loss)
from
Operations
 Depreciation
and
Amortization
 Capital
Expenditures
Western Hemisphere$2,937
 $(115) $352
 $70
$121
 $(4) $14
 $9
Eastern Hemisphere2,762
 (143) 443
 130
140
 10
 20
 7
5,699
 (258) 795
 200
261
 6
 34
 16
Corporate General and Administrative  (130) 6
 25
  (5) 
 4
Long-Lived Asset Impairments, Write-Downs and Other Charges (a)
  (1,664)    
Restructuring Charges (b)
  (183)    
Litigation Charges, Net  10
    
Gain from Disposition of U.S. Pressure Pumping Assets (c)
  96
    
Total$5,699
 $(2,129) $801
 $225
$261
 $1
 $34
 $20
 Predecessor
 Period From January 1, 2019 to December 13, 2019
(Dollars in millions)
Revenues
 Income (Loss)
from
Operations
 Depreciation
and
Amortization
 Capital
Expenditures
Western Hemisphere$2,620
 $54
 $171
 $113
Eastern Hemisphere2,334
 134
 269
 115
 4,954
 188
 440
 228
Corporate General and Administrative  (118) 7
 22
Goodwill Impairment (a)
  (730)    
Prepetition Charges (b)
  (86)    
Long-live Asset Impairments, Asset Write-Downs, Inventory Write-Downs and Other (c)
  (374)    
Restructuring Charges (d)
  (189)    
Gain on Operational Assets Sale  15
    
Gain on Sale of Businesses, Net (e)
  112
    
Total$4,954
 $(1,182) $447
 $250

(a)Impairment of the remaining goodwill related to our reporting units.
(b)Prepetition charges for professional and other fees related to the Cases.
(c)Includes asset write-downs, inventory write-downs and other charges, partially offset by a reduction of a contingency reserve on a legacy contract.

Table of ContentsItem 8 | Notes to the Consolidated Financial Statements

(d)Includes restructuring charges of $189 million: $84 million in Western Hemisphere, $50 million in Eastern Hemisphere and $55 million in Corporate.
(e)Primarily includes the gain on sale of our laboratory services business.


 Predecessor
 Year Ended December 31, 2018
(Dollars in millions)

Revenues
 
Income (Loss) from
Operations
 
Depreciation
and
Amortization
 
Capital
Expenditures
Western Hemisphere$3,063
 $208
 $216
 $81
Eastern Hemisphere2,681
 119
 333
 87
 5,744
 327
 549
 168
Corporate General and Administrative  (130) 7
 18
Goodwill Impairment (f)
  (1,917)    
Long-Lived Asset Impairments, Asset Write-Downs and Other Charges (g) 
  (238)    
Restructuring Charges (h)
  (126)    
Total$5,744
 $(2,084) $556
 $186

(f)Goodwill impairment of $1.9 billion was taken during the fourth quarter of 2018.
(g)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.
(h)Includes restructuring charges of $126 million: $27 million in the Western Hemisphere, $45 million in the Eastern Hemisphere and $54 million in Corporate.
 Predecessor
 Year Ended December 31, 2017
(Dollars in millions)

Revenues
 
Income (Loss)
from
Operations 
 
Depreciation
and
Amortization
 
Capital
Expenditures
Western Hemisphere$2,937
 $(113) $352
 $70
Eastern Hemisphere2,762
 (139) 443
 130
 5,699
 (252) 795
 200
Corporate General and Administrative  (130) 6
 25
Long-Lived Asset Impairments, Write-Downs and Other Related Charges (i)
  (1,711)    
Restructuring Charges (j)
  (183)    
Litigation Charges  10
    
Loss on Sale of Businesses, Net (k)
  96
    
Total$5,699
 $(2,170) $801
 $225

(i)During 2017, impairments, asset write-downs and other include $928 million in long-lived asset impairments (of which $740 million relates to the write-down to the lower of carrying amount or fair value less cost to sell of our land drilling rigs assets classified as held for sale), $506 million of asset write-downs, charges and credits and $230 million in the write-down of Venezuelan receivables.
(b)(j)Includes restructuring charges of $183 million: $70 million in the Western Hemisphere, $77 million in the Eastern Hemisphere and $36 million in Corporate.
(c)(k)In the fourth quarter of 2017, we recognized a gain on the disposition of our U.S. pressure pumping and pump-down perforating assets.


 Year Ended December 31, 2016
(Dollars in millions)
Net
Operating
Revenues
 
Loss from
Operations
 
Depreciation
and
Amortization
 
Capital
Expenditures
Western Hemisphere$2,942
 $(409) $446
 $55
Eastern Hemisphere2,807
 (160) 501
 134
 5,749
 (569) 947
 189
Corporate General and Administrative  (139) 9
 15
Long-Lived Asset Impairment and Other Related Charges (d) 
  (1,043)    
Restructuring Charges (e)
  (280)    
Litigation Charges  (220)    
Total$5,749
 $(2,251) $956
 $204
(d)Includes $710 million related to long-lived asset impairments, asset write-downs, receivable write-offs and other charges and credits, $219 million in inventory write-downs and $114 million of pressure pumping related charges.
(e)Includes restructuring charges of $280 million: $153 million in the Western Hemisphere, $75 million in the Eastern Hemisphere and $52 million in Corporate.


Table of ContentsItem 8 | Notes to the Consolidated Financial Statements


 Year Ended December 31, 2015
(Dollars in millions)
Net
Operating
Revenues
 
Income (Loss)
from
Operations (f)
 
Depreciation
and
Amortization
 
Capital
Expenditures
Western Hemisphere$5,276
 $(180) $621
 $390
Eastern Hemisphere4,157
 27
 563
 273
 9,433
 (153) 1,184
 663
Corporate General and Administrative  (194) 16
 19
Long-Lived Asset Impairments (g)
  (768)    
Goodwill Impairment  (25)    
Restructuring Charges (h)
  (232)    
Litigation Charges  (116)    
Loss on Sale of Businesses, Net


  (6)    
Other Items (i)
  (52)    
Total$9,433
 $(1,546) $1,200
 $682
(f)Includes inventory write-downs of $223 million attributable to the reporting segments as follows: $127 million in the Western Hemisphere and $96 million in the Eastern Hemisphere. Also includes bad debt expense of $48 million of which $31 million was taken in the fourth quarter attributable to our reporting segments as follows: $29 million in the Western Hemisphere and $19 million in the Eastern Hemisphere.
(g)Includes $638 million of long-lived asset impairment charges, supply agreement charges related to a non-core business divestiture of $67 million, and pressure pumping related charges of $63 million.
(h)Includes restructuring charges of $232 million: $94 million in the Western Hemisphere, $123 million in the Eastern Hemisphere and $15 million in Corporate.
(i)Includes $17 million in professional and other fees, $11 million in divestiture related charges and facility closures and $24 million in other charges.


The following table presents total assets by segment at December 31:
 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
Western Hemisphere$2,514
  $3,122
Eastern Hemisphere4,392
  2,966
Corporate387
  513
Total$7,293
  $6,601

 
Total Assets at
December 31,
(Dollars in millions)20172016
Western Hemisphere$4,933
$6,167
Eastern Hemisphere4,311
5,491
Corporate503
1,006
Total$9,747
$12,664


Total assets in the United States, part of our Western Hemisphere segment, were $2.9$1.2 billion and $3.3$1.6 billion as of December 31, 20172019 and 2016,2018, respectively.


Products and ServicesRevenues Percentages by Product Lines


We are one of the world’s leading providers ofprovide equipment and services used in the production, completion,completions, drilling and evaluation, and well construction of oil and natural gas wells. The composition of our consolidated revenues by product service line group isare as follows:
Successor  Predecessor
Period From  Period From  
12/14/19  01/01/19 Years Ended
Year Ended December 31,through  through December 31,
2017 2016 201512/31/2019  12/13/2019 2018 2017
Production26% 29% 29%32%  29% 27% 26%
Completions22
 20
 20
25
  23
 21
 22
Drilling and Evaluation24
 22
 22
22
  24
 25
 24
Well Construction28
 29
 29
21
  24
 27
 28
Total100% 100% 100%100%  100% 100% 100%
 


Long-lived Assets by Geographic Areas


Financial informationLong-lived assets by geographic area within the hemispheres issegments are summarized below. Revenues from customers and long-livedLong-lived assets in Ireland were nil in each of the years presented. Long-lived assets exclude goodwill and intangible assets as well as deferred tax assets of $36$39 million and $81$35 million at December 31, 20172019 and 2016,2018, respectively.
 Successor  Predecessor
 December 31,  December 31,
(Dollars in millions)2019  2018
North America$753
  $809
Latin America296
  381
  Western Hemisphere$1,049
  $1,190
     
Middle East & North Africa and Asia$715
  $587
Europe/Sub-Sahara Africa/Russia684
  411
  Eastern Hemisphere$1,399
  $998
     
  Total$2,448
  $2,188

 Revenues Long-lived Assets
(Dollars in millions)2017 2016 2015 2017 2016
  United States$1,555
 $1,523
 $2,864
 $870
 $1,008
  Latin America890
 1,064
 1,782
 575
 903
  Canada492
 355
 630
 118
 140
  Western Hemisphere$2,937
 $2,942
 $5,276
 $1,563
 $2,051
          
  Middle East & North Africa$1,464
 $1,513
 $1,843
 $528
 $1,595
  Europe/Sub-Sahara Africa/Russia999
 939
 1,613
 532
 629
  Asia299
 355
 701
 270
 354
  Eastern Hemisphere$2,762
 $2,807
 $4,157
 $1,330
 $2,578
          
  Total$5,699
 $5,749
 $9,433
 $2,893
 $4,629





24. Consolidating Financial Statements

Weatherford Ireland, a public limited company organized under the laws of Ireland, a Swiss tax resident, and the ultimate parent of the Weatherford group, guarantees the obligations of our subsidiaries – Weatherford Bermuda and Weatherford Delaware, including the notes and credit facilities listed below.

The 6.80% senior notes of Weatherford Delaware were guaranteed by Weatherford Bermuda at December 31, 2017 and 2016. At December 31, 2016, Weatherford Bermuda also guaranteed the 6.35% senior notes of Weatherford Delaware.
The following obligations of Weatherford Bermuda were guaranteed by Weatherford Delaware at December 31, 2017 and 2016: (1) Revolving Credit Agreement, (2) Term Loan Agreement, (3) 6.50% senior notes, (4) 6.00% senior notes, (5) 7.00% senior notes, (6) 9.625% senior notes, (7) 9.875% senior notes due 2039, (8) 5.125% senior notes, (9) 6.75% senior notes, (10) 4.50% senior notes and (11) 5.95% senior notes (12) 5.875% exchangeable senior notes, (13) 7.75% senior notes, (14) 8.25% senior notes and (15) 9.875% senior notes due 2024.

As a result of certain of these guarantee arrangements, we are required to present the following condensed consolidating financial information. The accompanying guarantor financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for our share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarilyItem 8 | Notes to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

Condensed Consolidating Statement of Operations and
Comprehensive Income (Loss)
Year Ended December 31, 2017

Consolidated Financial Statements
(Dollars in Millions)Weatherford Ireland Weatherford Bermuda Weatherford Delaware 
Other
Subsidiaries
 Eliminations Consolidation
Revenues$
 $
 $
 $5,699
 $
 $5,699
Costs and Expenses(19) 45
 2
 (7,856) 
 (7,828)
Operating Income (Loss)(19) 45
 2
 (2,157) 
 (2,129)
            
Other Income (Expense): 
  
  
  
  
  
Interest Expense, Net
 (583) (38) 24
 18
 (579)
Intercompany Charges, Net12
 148
 (192) (103) 135
 
Equity in Subsidiary Income(2,891) (878) (437) 
 4,206
 
Other Income (Expense), Net85
 (19) 5
 (11) (8) 52
Income (Loss) Before Income Taxes(2,813) (1,287) (660) (2,247) 4,351
 (2,656)
(Provision) for Income Taxes
 
 
 (137) 
 (137)
Net Income (Loss)(2,813) (1,287) (660) (2,384) 4,351
 (2,793)
Net Income Attributable to Noncontrolling Interests
 
 
 20
 
 20
Net Income (Loss) Attributable to Weatherford$(2,813) $(1,287) $(660) $(2,404) $4,351
 $(2,813)
Comprehensive Income (Loss) Attributable to Weatherford$(2,722) $(1,307) $(700) $(2,312) $4,319
 $(2,722)



Condensed Consolidating Statement of Operations and
Comprehensive Income (Loss)
Year Ended December 31, 2016
(Dollars in millions)Weatherford Ireland 
Weatherford
Bermuda
 
Weatherford
Delaware
 
Other
Subsidiaries
 Eliminations Consolidation
Revenues$
 $
 $
 $5,749
 $
 $5,749
Costs and Expenses(151) (3) 5
 (7,851) 
 (8,000)
Operating Income (Loss)(151) (3) 5
 (2,102) 
 (2,251)
            
Other Income (Expense): 
  
  
  
  
  
Interest Expense, Net
 (465) (49) 4
 11
 (499)
Intercompany Charges, Net(76) 4
 (196) (274) 542
 
Equity in Subsidiary Income(3,181) (2,403) (944) 
 6,528
 
Other Income (Expense), Net16
 (38) 43
 (78) (70) (127)
Income (Loss) Before Income Taxes(3,392) (2,905) (1,141) (2,450) 7,011
 (2,877)
Benefit for Income Taxes
 
 (154) (342) 
 (496)
Net Income (Loss)(3,392) (2,905) (1,295) (2,792) 7,011
 (3,373)
Net Income Attributable to Noncontrolling Interests
 
 
 19
 
 19
Net Income (Loss) Attributable to Weatherford$(3,392) $(2,905) $(1,295) $(2,811) $7,011
 $(3,392)
Comprehensive Income (Loss) Attributable to Weatherford$(3,361) $(3,081) $(1,425) $(2,780) $7,286
 $(3,361)

Condensed Consolidating Statement of Operations and
Comprehensive Income (Loss)
Year Ended December 31, 2015
(Dollars in millions)
Weatherford
Ireland
 
Weatherford
Bermuda
 
Weatherford
Delaware
 
Other
Subsidiaries
 Eliminations Consolidation
Revenues$
 $
 $
 $9,433
 $
 $9,433
Costs and Expenses(101) (7) 2
 (10,873) 
 (10,979)
Operating Income (Loss)(101) (7) 2
 (1,440) 
 (1,546)
            
Other Income (Expense): 
  
  
  
  
  
Interest Expense, Net
 (398) (57) (13) 
 (468)
Intercompany Charges, Net(83) (110) (282) (403) 878
 
Equity in Subsidiary Income(1,801) (1,868) (492) 
 4,161
 
Other Income (Expense), Net
 51
 11
 (144) 
 (82)
Income (Loss) Before Income Taxes(1,985) (2,332) (818) (2,000) 5,039
 (2,096)
(Provision) Benefit for Income Taxes
 
 114
 31
 
 145
Net Income (Loss)(1,985) (2,332) (704) (1,969) 5,039
 (1,951)
Net Income Attributable to Noncontrolling Interests
 
 
 34
 
 34
Net Income (Loss) Attributable to Weatherford$(1,985) $(2,332) $(704) $(2,003) $5,039
 $(1,985)
Comprehensive Income (Loss) Attributable to Weatherford$(2,745) $(2,610) $(754) $(2,762) $6,126
 $(2,745)


Condensed Consolidating Balance Sheet
December 31, 2017

(Dollars in millions)
Weatherford
Ireland
 
Weatherford
Bermuda
 
Weatherford
Delaware
 
Other
Subsidiaries
 Eliminations Consolidation
Current Assets:           
Cash and Cash Equivalents$
 $195
 $
 $418
 $
 $613
Other Current Assets1
 
 516
 3,298
 (550) 3,265
Total Current Assets1
 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 Liabilities10
 183
 
 2,439
 (550) 2,082
Total Current Liabilities10
 311
 
 2,459
 (550) 2,230
            
Long-term Debt
 7,127
 166
 159
 89
 7,541
Intercompany Payables, Net87
 242
 3,884
 
 (4,213) 
Other Long-term Liabilities70
 146
 136
 332
 (137) 547
Total Liabilities167
 7,826
 4,186
 2,950
 (4,811) 10,318
            
Weatherford Shareholders’
(Deficiency) Equity
(626) 375
 4,343
 11,311
 (16,029) (626)
Noncontrolling Interests
 
 
 55
 
 55
Total Liabilities and Shareholders’ (Deficiency) Equity$(459) $8,201
 $8,529
 $14,316
 $(20,840) $9,747


Condensed Consolidating Balance Sheet
December 31, 2016

(Dollars in millions)
Weatherford
Ireland
 
Weatherford
Bermuda
 
Weatherford
Delaware
 
Other
Subsidiaries
 Eliminations Consolidation
Current Assets:           
Cash and Cash Equivalents$
 $586
 $4
 $447
 $
 $1,037
Other Current Assets1
 
 512
 3,891
 (531) 3,873
Total Current Assets1
 586
 516
 4,338
 (531) 4,910
            
Equity Investments in Affiliates2,415
 8,669
 8,301
 1,037
 (20,422) 
Intercompany Receivables, Net
 
 
 3,762
 (3,762) 
Other Assets2
 13
 
 7,751
 (12) 7,754
Total Assets$2,418
 $9,268
 $8,817
 $16,888
 $(24,727) $12,664
            
Current Liabilities: 
  
  
  
  
  
Short-term Borrowings and Current Portion of Long-Term Debt$
 $53
 $94
 $32
 $
 $179
Accounts Payable and Other Current Liabilities105
 198
 
 2,488
 (542) 2,249
Total Current Liabilities105
 251
 94
 2,520
 (542) 2,428
            
Long-term Debt
 6,944
 148
 204
 107
 7,403
Intercompany Payables, Net145
 224
 3,393
 
 (3,762) 
Other Long-term Liabilities156
 152
 146
 457
 (146) 765
Total Liabilities406
 7,571
 3,781
 3,181
 (4,343) 10,596
            
Weatherford Shareholders’ Equity2,012
 1,697
 5,036
 13,651
 (20,384) 2,012
Noncontrolling Interests
 
 
 56
 
 56
Total Liabilities and Shareholders’ Equity$2,418
 $9,268
 $8,817
 $16,888
 $(24,727) $12,664






Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2017
(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 Affiliates2,891
 878
 437
 
 (4,206) 
Deferred Income Tax Provision (Benefit)
 
 
 (25) 

 (25)
Other Adjustments(278) 1,236
 66
 1,416
 (10) 2,430
Net Cash Provided by (Used in) Operating Activities(212) 679
 35
 (890) 
 (388)
Cash Flows from Investing Activities:           
Capital Expenditures for Property, Plant and Equipment
 
 
 (225) 
 (225)
Acquisition of Assets Held for Sale
 
 
 (244) 
 (244)
Acquisitions of Businesses, Net of Cash Acquired
 
 
 (7) 
 (7)
Acquisition of Intellectual Property
 
 
 (15) 
 (15)
Proceeds (Payment) Related to Sale of Businesses and Equity Investment, Net
 
 
 (1) 
 (1)
Proceeds from Sale of Assets and U.S. Pressure Pumping and Pump-Down Perforating Assets and Other Assets
 
 
 481
 
 481
Other Investing Activities
 
 
 (51) 
 (51)
Net Cash Used in Investing Activities
 
 
 (62) 
 (62)
Cash Flows from Financing Activities:           
Borrowings (Repayments) Short-term Debt, Net
 (17) 
 (111) 
 (128)
Borrowings (Repayments) Long-term Debt, Net
 200
 (94) 75
 
 181
Borrowings (Repayments) Between Subsidiaries, Net212
 (1,253) 55
 986
 
 
Other, Net
 
 
 (33) 
 (33)
Net Cash Provided by Financing Activities212
 (1,070) (39) 917
 
 20
Effect of Exchange Rate Changes On Cash and Cash Equivalents
 
 
 6
 
 6
Net Increase (Decrease) in Cash and Cash Equivalents
 (391) (4) (29) 
 (424)
Cash and Cash Equivalents at Beginning of Year
 586
 4
 447
 
 1,037
Cash and Cash Equivalents at End of Year$
 $195
 $
 $418
 $
 $613


Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2016

(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 Subsidiary76
 (4) 196
 274
 (542) 
Equity in (Earnings) Loss of Affiliates3,181
 2,403
 944
 
 (6,528) 
Deferred Income Tax Provision (Benefit)
 
 26
 355
 
 381
Other Adjustments1,230
 75
 257
 1,067
 59
 2,688
Net Cash Provided by (Used in) Operating Activities1,095
 (431) 128
 (1,096) 
 (304)
Cash Flows from Investing Activities: 
  
  
  
  
  
Capital Expenditures for Property, Plant and Equipment
 
 
 (204) 
 (204)
Acquisitions of Businesses, Net of Cash Acquired
 
 
 (5) 
 (5)
Acquisition of Intellectual Property
 
 
 (10) 
 (10)
Insurance Proceeds Related to Insurance Casualty Loss
 
 
 39
 
 39
Proceeds from Sale of Assets
 
 
 49
 
 49
Proceeds (Payment) Related to Sale of Business and Equity Investment, Net
 
 
 (6) 
 (6)
Net Cash Used in Investing Activities
 
 
 (137) 
 (137)
Cash Flows from Financing Activities: 
  
  
  
  
  
Borrowings (Repayments) Short-term Debt, Net
 (1,497) 
 (15) 
 (1,512)
Borrowings (Repayments) Long-term Debt, Net
 2,299
 (516) (65) 
 1,718
Borrowings (Repayments) Between Subsidiaries, Net(1,095) 213
 370
 512
 
 
Proceeds from Issuance of Ordinary Common Shares and Warrant
 
 
 1,071
 
 1,071
Other, Net
 
 
 (216) 
 (216)
Net Cash Provided by Financing Activities(1,095) 1,015
 (146) 1,287
 
 1,061
Effect of Exchange Rate Changes On Cash and Cash Equivalents
 
 
 (50) 
 (50)
Net Increase in Cash and Cash Equivalents
 584
 (18) 4
 
 570
Cash and Cash Equivalents at Beginning of Year
 2
 22
 443
 
 467
Cash and Cash Equivalents at End of Year$
 $586
 $4
 $447
 $
 $1,037



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2015

(Dollars in millions)
Weatherford
Ireland
 
Weatherford
Bermuda
 
Weatherford
Delaware
 
Other
Subsidiaries
 Eliminations Consolidation
Cash Flows from Operating Activities:           
Net Income (Loss)$(1,985) $(2,332) $(704) $(1,969) $5,039
 $(1,951)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:           
Charges from Parent or Subsidiary83
 110
 282
 403
 (878) 
Equity in (Earnings) Loss of Affiliates1,801
 1,868
 492
 
 (4,161) 
Deferred Income Tax (Provision) Benefit
 
 14
 (462) 
 (448)
Other Adjustments(35) 210
 (86) 3,025
 
 3,114
Net Cash Provided by (Used in) Operating Activities(136) (144) (2) 997
 
 715
Cash Flows from Investing Activities:           
Capital Expenditures for Property, Plant and Equipment
 
 
 (682) 
 (682)
Acquisitions of Businesses, Net of Cash Acquired
 
 
 (14) 
 (14)
Acquisition of Intellectual Property
 
 
 (8) 
 (8)
Proceeds Related to Sale of Businesses and Equity Investment, Net
 
 
 8
 
 8
Proceeds from Sale of Assets
 
 
 37
 
 37
Net Cash Used in Investing Activities
 
 
 (659) 
 (659)
Cash Flows from Financing Activities:           
Borrowings (Repayments) Short-term Debt, Net
 535
 
 (30) 
 505
Borrowings (Repayments) Long-term Debt, Net
 (411) (31) (28) 
 (470)
Borrowings (Repayments) Between Subsidiaries, Net135
 22
 33
 (190) 
 
Other, Net
 
 
 (32) 
 (32)
Net Cash Provided by Financing Activities135
 146
 2
 (280) 
 3
Effect of Exchange Rate Changes on Cash and Cash Equivalents
 
 
 (66) 
 (66)
Net Increase in Cash and Cash Equivalents(1) 2
 
 (8) 
 (7)
Cash and Cash Equivalents at Beginning of Period1
 
 22
 451
 
 474
Cash and Cash Equivalents at End of Period$
 $2
 $22
 $443
 $
 $467



26.25. Quarterly Financial Data (Unaudited)


Summarized quarterly financial data for the yearsSuccessor and Predecessor Periods and for the year ended December 31, 2017 and 20162018 are presented in the following tables. In the following tables, the sum of basic“Basic and diluted “LossDiluted Loss Per Share” for the four quarters may differ from the annual amounts due to the required method of computing weighted average number of shares in the respective periods. Additionally, due to the effect of rounding, the sum of the individual quarterly earnings per share amounts may not equal the calculated year earnings per share amount.
 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 Profit180
 174
 264
 192
 810
Net Loss Attributable to Weatherford(448)
(a) 
(171)
(b) 
(256)
(c) 
(1,938)
(d) 
(2,813)
          
Basic & Diluted Loss Per Share(0.45) (0.17) (0.26) (1.95) (2.84)
 Predecessor Successor
       Period From Period From Period From
 2019 2019 2019 10/01/19 01/01/19 12/14/19
(Dollars in millions, exceptFirst Second Third through through through
per share amounts)Quarter Quarter Quarter 12/13/19 12/13/19 12/31/19
Revenues$1,346
 $1,309
 $1,314
 $985
 $4,954
 $261
Gross Profit264
 290
 307
 240
 1,101
 53
Net Income (Loss) Attributable to Weatherford(481)
(a) 
(316)
(b) 
(821)
(c) 
5,279
(d) 
3,661
 (26)
            
Basic and Diluted Income (Loss) Per Share(0.48) (0.31) (0.82) 5.26
 3.65
 (0.37)
(a)Includes charges of $134$298 million primarily related to severance and restructuring charges,goodwill impairment of $229 million, as well as $69 million primarily related to long-lived asset impairments, asset write-downs and a warrant fair value adjustment, partially offset by defined benefit pension plan reclassifications.inventory charges, restructuring and transformation charges and prepetition charges.
(b)Includes creditscharges of $108$125 million primarily related to gains on a warrant fair valuegoodwill impairment of $102 million and defined benefit pension plan reclassifications,prepetition charges of $76 million, as well as $61 million primarily related to restructuring, transformation and asset write-downs charges, partially offset by severance and restructuring charges and asset write-downs.gains on sales of businesses of $114 million.
(c)Includes charges of $35$487 million primarily related to severancegoodwill impairment of $399 million, restructuring and transformation charges and asset write-downs and inventory charges. We also incurred reorganization charges of $303 million related to our bankruptcy Plan.
(d)Includes reorganization gains of $5.7 billion related to our emergence from bankruptcy and Fresh Start Accounting. Includes charges of $342 million primarily related to restructuring and transformation charges and asset write-downs and inventory charges.
 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 Profit278
 305
 339
 308
 1,230
Net Loss Attributable to Weatherford(245)
(e) 
(264)
(f) 
(199)
(g)  
(2,103)
(h)  
(2,811)
          
Basic and Diluted Loss Per Share(0.25) (0.26) (0.20) (2.10) (2.82)

(e)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.
(d)(f)Includes chargescredits of $1.6 billion$109 million primarily related to restructuring and transformation charges, currency devaluation charges, 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), inventoryother asset write-downs, the write-down of Venezuelan receivables, severance and restructuring charges, partially offset by gains on property sales and a gainreduction of a contingency reserve on sale of assetsa legacy contract and a warrant fair value adjustment.
 2016 Quarters  
(Dollars in millions, except per share amounts)First Second Third Fourth Total
Revenues$1,585
 $1,402
 $1,356
 $1,406
 $5,749
Gross Profit111
 164
 126
 159
 560
Net Loss Attributable to Weatherford(498)
(e) 
(565)
(f) 
(1,780)
(g)  
(549)
(h)  
(3,392)
          
Basic & Diluted Loss Per Share(0.61) (0.63) (1.98) (0.59) (3.82)
(e)Includes charges of $285 million primarily related to severance and restructuring, litigation charges, pressure pumping related charges and an estimated project loss on our long-term early production facility construction contract.
(f)Includes charges of $347 million primarily related to litigation charges, an adjustment to a note from PDVSA to fair value, a bond tender premium incurred from a tender offer and severance and restructuring charges partially offset by an estimated project income on our long-term early production facility construction contract.
(g)Includes charges of $771$95 million primarily related to restructuring and transformation charges, currency devaluation charges, long-lived asset impairments inventory write-downs and severancedeferred mobilization costs and restructuring.other assets of the land drilling rigs business, offset by a gain on a warrant fair value adjustment.
(h)Includes charges of $245 million$2.0 billion primarily related to severance and restructuring, litigation charges and pressure pumping related charges.goodwill impairment of $1.9 billion.







Item 9. 9 | Changes in and Disagreement with Accountants on Accounting and Financial Disclosure


Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure
 
None.


Item 9A. Controls and Procedures


Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,Act) are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is collected and communicated to management, including our Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Our management, under the supervision of and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures at December 31, 2017.2019. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2017.2019.


Management’s Annual Report on Internal ControlsControl Over Financial Reporting


Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) of the Exchange Act. The Company’s internal controls are designed to provide reasonable, but not absolute, assurance as to the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.


Our management, including our CEO and CFO, does not expect that our internal controlscontrol over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a system of internal control over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control system is also based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 20172019 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – An Integrated Framework (2013). As a result of this assessment, management concluded that as of December 31, 2017,2019, our internal control over financial reporting was effective based on these criteria.


KPMG LLP has issued an attestation report dated February 14, 2018,March 16, 2020, on our internal control over financial reporting, which is contained in this Annual Report on Form 10-K.


Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision of and with the participation of management, including the CEO and the CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our CEO and CFO have concluded our disclosure controls and procedures were effective, as of December 31, 2017, to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

Changes in Internal Controls


Our management identified no change in our internal control over financial reporting, that occurred during the fourth quarter ended December 31, 2017,2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 9B. Other Information

None.


PART IIIItem 9B. Other Information


None.


Table of ContentsItem 10. 10 | Directors, Executive Officers and Corporate Governance

PART III

Item 10. Directors, Executive Officers and Corporate Governance
 
See “Item 1. – Business – Executive Officers of Weatherford” of this report for Item 10 information regarding executive officers of Weatherford. Pursuant to General Instructions G(3), information on our directors of the Registrant and corporate governance matters is incorporated by reference from our Proxy Statement for the 20182020 Annual General Meeting of Shareholders to be held on April 27, 2018.June 12, 2020.
 
The Company hasWe have adopted a code of ethics entitled “Code of Business Conduct,” which applies to all our employees, officers and directors and our board of directors has also adopted a separate “Supplemental Code of Business Conduct” for our senior officers. Copies of these codes can also be found at www.weatherford.com.
 
We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and any waiver from any provision of our Code of Business Conduct by posting such information on our web site at www.weatherford.com.


Item 11. Executive Compensation
 
Pursuant to General Instructions G(3), information on executive compensation is incorporated by reference from our Proxy Statement for the 20182020 Annual General Meeting of Shareholders to be held on April 27, 2018.June 12, 2020.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Pursuant to General Instructions G(3), information on security ownership of certain beneficial owners and management and related shareholder matters is incorporated by reference from our Proxy Statement for the 20182020 Annual General Meeting of Shareholders to be held on April 27, 2018.June 12, 2020.


Item 12(b). Security Ownership of Management

Pursuant to General Instructions G(3), information on security ownership of management is incorporated by reference from our Proxy Statement for the 2018 Annual General Meeting of Shareholders to be held on April 27, 2018.

Item 12(c). Changes in Control

Not applicable.



Item 12(d). Securities Authorized for Issuance under Equity Compensation Plans Information


The following table provides information as of December 31, 2017,2019, about the number of shares to be issued upon vesting or exercise of equity awards as well as the number of shares remaining available for issuance under our equity compensation plans.
Plan Category
(Shares in thousands, except share prices)
Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (a)
 
Number of Securities Available for Future Issuance Under Equity Compensation Plans (b)
Equity compensation plans approved by shareholders (c) (d)
18,359
 $
 32,802
Equity compensation plans not approved by shareholders (e)
200
 16.92
 
Total18,559
 16.92
 32,802
Equity Compensation Plan Information
Plan Category
(Shares in thousands, except share prices)
Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Exercise Price of Outstanding Options, Warrants and Rights
Number of Securities Available for Future Issuance Under Equity Compensation Plans (a)
Equity compensation plans approved by shareholders (b)

$
4,075,000
(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)(b)Includes our Omnibus2019 Plan, which was approved byin connection with our shareholdersemergence from bankruptcy in May 2006, our 2010 Omnibus Plan, as amended, which was approved by our shareholders in June 2010, and our Employee Stock Purchase Plan, which was approved by our shareholders in June 2016.
(d)Number of securities to be issued includes PUs calculated at target.
(e)Includes our 1998 Employee Stock Option Plan that was not approved by our shareholders. No awards have been issued under this plan since May 2006 when our Omnibus Plan was approved. The unapproved plan and other individual compensation arrangements that were not approved by our shareholders with significant shares to be issued are described below:December 2019.

Our 1998 Employee Stock Option Plan (“1998 Plan”) provides for the grant of nonqualified options to purchase our shares to employees or employees of our affiliates, as determined by the Compensation Committee of our Board of Directors. The price at which shares may be purchased is based on the market price of the shares and cannot be less than the aggregate par value of the shares on the date the option was granted. Unless otherwise provided in an option agreement, no option may be exercised after one day less than 10 years from the date of vesting. All options under this plan are vested. Subsequent to the shareholder approval of our Omnibus Plan in May 2006, awards are no longer granted under the 1998 Plan.



Table of ContentsItem 15 | Exhibits

Item 13. Certain Relationships and Related Transactions, and Director Independence
 
Pursuant to General Instruction G(3), information on certain relationships and related transactions and director independence is incorporated by reference from our Proxy Statement for the 20182020 Annual General Meeting of Shareholders to be held on April 27, 2018.June 12, 2020.
 
Item 14. Principal Accounting Fees and Services
 
Pursuant to General Instruction G(3), information on principal accounting fees and services is incorporated by reference from our Proxy Statement for the 20182020 Annual General Meeting of Shareholders to be held on April 27, 2018.June 12, 2020.



Table of Contents

PART IV
Item 15. Exhibits, Financial Statement Schedules
 
(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 4852 of this report.
2.
The financial statement schedule on page 110128 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 (††).


(b)     Exhibits:


Exhibit Number Description Original Filed Exhibit File Number
2.1 

 
Exhibit 2.199.1 of the
Company's Company’s Current
Report on Form 8-K
filed April 2, 2014on
September 10, 2019
 File No. 1-342581-36504
3.1 

 
Exhibit 3.1 of the
Company's
Company’s Current
Report on Form 8-K12B
8-K
filed June 17, 2014December 18, 2019

 File No. 1-36504
4.1 

4.2

 
Exhibit 4.1 toof the
Company's Company’s Current
Report on Form 8-K
filed October 2, 2003December 18, 2019
 File No. 1-31339
4.2Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed March 25, 2008
File No. 1-313391-36504
4.3 

 
Included in Exhibit 4.1 toof the
Company's Company’s Current
Report on Form 8-K
filed January 8, 2009December 18, 2019

 File No. 1-313391-36504
4.4 

 
Included in Exhibit 4.2 to10.4 of the
Company's Company’s Current
Report on Form 8-K
filed February 26, 2009December 18, 2019

 File No. 1-34258
4.5Exhibit 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
4.6Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed April 4, 2012
File No. 1-34258
4.7Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed August 14, 2012
File No. 1-342581-36504




Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
4.8Exhibit 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
4.9Exhibit 4.1 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
4.10Exhibit 4.1 of the
Company's Current
Report on Form 8-K
filed June 7, 2016
File No. 1-36504
4.11Exhibit 4.1 of the
Company's Current
Report on Form 8-K
filed June 17, 2016
File No. 1-36504
4.12Exhibit 4.1 of the
Company's Current
Report on Form 8-K
filed November 21, 2016
File No. 1-36504
4.13Exhibit 4.3 of the
Company's Current
Report on Form 8-K
filed November 21, 2016
File No. 1-36504
4.14Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed on June 18, 2007
File No. 1-31339
4.15Exhibit 4.2 to the
Company's Current
Report on Form 8-K
filed on June 18, 2007
File No. 1-31339
4.16Exhibit 4.3 to the
Company's Current
Report on Form 8-K
filed February 26, 2009
File No. 1-31339
4.17Exhibit 4.2 to the
Company's Current
Report on Form 8-K
filed August 14, 2012
File No. 1-34258
4.18Exhibit 4.2 to the
Company's Quarterly
Report on Form 10-Q
for the quarter ended
March 31, 2013 filed
May 3, 2013
File No. 1-34258


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
4.19Exhibit 4.2 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
4.20Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed August 7, 2006
File No. 1-31339
4.21Exhibit 4.2 to the
Company's Current
Report on Form 8-K
filed August 7, 2006
File No. 1-31339
4.22Exhibit 4.3 to the
Company's Current
Report on Form 8-K
filed August 7, 2006
File No. 1-31339
4.23
Exhibit A of Exhibit 4.2
to the Company's Current Report on Form 8-K filed
June 18, 2007
Reg. No. 333-146695
4.24
Exhibit A of Exhibit 4.2
to the Company's Current Report on Form 8-K filed
June 18, 2007
Reg. No. 333-146695
4.25Exhibit 4.3 to the
Company's Current
Report on Form 8-K
filed March 25, 2008
File No. 1-31339
4.26Exhibit 4.4 to the
Company's Current
Report on Form 8-K
filed March 25, 2008
File No. 1-31339
4.27
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed January 8, 2009
File No. 1-31339
4.28
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed January 8, 2009
File No. 1-31339
4.29
Exhibit A-1 of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed September 22, 2010
File No. 1-34258
4.30
Exhibit A-2 of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed September 22, 2010
File No. 1-34258
4.31
Exhibit A-1 of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed April 4, 2012
File No. 1-34258
4.32
Exhibit A-2 of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed April 4, 2012
File No. 1-34258


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
4.33
Exhibit A of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed June 7, 2016
File No. 1-36504
4.34
Annex A of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed June 17, 2016
File No. 1-36504
4.35Annex B of Exhibit 4.1 to the Company's Current
Report on Form 8-K
filed June 17, 2016
File No. 1-36504
4.36Exhibit B of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed September 22, 2010
File No. 1-34258
4.37
Exhibit B of Exhibit 4.1
to the Company's Current
Report on Form 8-K
filed April 4, 2012
File No. 1-34258
*10.1 Exhibit 10.8 to the
Company's Current
Report on Form 8-K
filed December 31, 2008
File No. 1-31339
*10.2Exhibit 10.6 to the
Company's Current
Report on Form 8-K
filed December 31, 2008
File No. 1-31339
*10.3Exhibit 10.2 to the
Company's Current
Report on Form 8-K
filed December 31, 2009
File No. 1-34258
*10.4Exhibit 10.1 to the
Company's Current
Report on Form 8-K
filed March 23, 2010
File No. 1-34258
*10.5Exhibit 10.1 to the
Company's Current
Report on Form 8-K
filed April 9, 2010
File No. 1-34258
*10.6Exhibit 10.10 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
*10.7Exhibit 10.18 to the
Company's Annual Report
on Form 10-K for the year
ended December 31, 2003
filed March 10, 2004
File No. 1-31339
*10.8 Exhibit 10.3 of the

Company's Current

Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.9Exhibit 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
*10.10Exhibit 10.5 of the
Company's Current
Report on Form 8-K12B

filed June 17, 2014
 File No. 1-36504
*10.1110.2 Exhibit 10.46 to the
Company's Annual Report
on Form 10-K for the year
ended December 31, 2006
filed February 23, 2007
File No. 1-31339
*10.12Exhibit 10.3 to the
Company's Current
Report on Form 8-K
filed December 31, 2008
File No. 1-31339
*10.13Exhibit 10.1 of the
Company's Current
Report on Form 8-K
filed April 2, 2014
File No. 1-34258
*10.14Exhibit 10.5 to the
Company's Current
Report on Form 8-K
filed December 31, 2008
File No. 1-31339
*10.15Exhibit 10.6 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
*10.16Annex A of the Company's
Definitive Proxy Statement
on Schedule 14A
filed April 29, 2015
File No. 1-36504
*10.17Annex A of the Company's
Definitive Proxy Statement
on Schedule 14A
filed April 25, 2017
File No. 1-36504
*10.18Exhibit 10.7 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
*10.19Exhibit 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
*10.20Exhibit 10.21 of the Company Annual Report on Form 10-K filed February 16, 2016File No. 1-36504


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.21Exhibit 10.5 of the
Company's Quarterly
Report on Form 10-Q
for the quarter ended
June 30, 2015 filed
July 24, 2015
File No. 1-36504
*10.22Exhibit 10.26 to the
Company's Annual Report
on Form 10-K filed
February 18, 2015
File No. 1-36504
*10.23Exhibit 10.9 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
*10.24Exhibit 10.2 to the
Company's Current
Report on Form 8-K
filed March 4, 2014
File No. 1-34258
*10.25Exhibit 10.28 of the Company's Annual Report on Form 10-K filed February 16, 2016File No. 1-36504
*10.26Exhibit 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
†*10.27File No. 1-36504
†*10.28File No. 1-36504
†*10.29File No. 1-36504
*10.30Exhibit 10.1 of the
Company's Current
Report on Form 8-K
filed March 4, 2014
File No. 1-34258
*10.31 Exhibit 10.3 to the

Company's Quarterly

Report on Form 10-Q

for the quarter ended

March 31, 2017 filed
April 28, 2017
File No. 1-36504


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.32Exhibit 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
*10.33Exhibit 10.1 to the
Company's Current
Report on Form 8-K
filed November 4, 2013
File No. 1-34258
*10.34Exhibit 10.2 to the
Company's Quarterly
Report on Form 10-Q
for the quarter ended
March 31, 2017 filed

April 28, 2017
 File No. 1-36504
†*10.3510.3 

   File No. 1-36504
*10.3610.4 Exhibit 10.1 of the
Company's Current
Report on Form 8-K
filed December 15, 2016
File No. 1-36504
*10.37 Exhibit 10.11 of the

Company's Current

Report on Form 8-K12B

filed June 17, 2014
 File No. 1-36504
*10.3810.5  Exhibit 10.12 of the

Company's Current

Report on Form 8-K12B

filed June 17, 2014
 File No. 1-36504
*10.3910.6  Exhibit 10.4 of the Company’s Quarterly

Report on Form 10-Q

for the quarter ended September 30, 2017, filed November 1, 2017
 File No. 1-36504
*10.4010.7  
Exhibit 10.1310.6 of the
Company's Current
Company’s Quarterly
Report on Form 8-K12B
10-Q
for the quarter ended
September 30, 2018,
filed June 17, 2014November 2, 2018
File No. 1-36504
10.8
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
10.9

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




Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.4110.10  
Exhibit 10.1410.46 of the
Company's Current
Company’s Annual
Report on Form 8-K12B
filed June 17, 201410-K
for the year ended
December 31, 2018

 File No. 1-36504
10.4210.11 

Exhibit 10.47 of the
Company’s Annual
Report on Form 10-K
for the year ended
December 31, 2018

File No. 1-36504
*10.12

Exhibit 99.1 of the Company’s Form 8-K filed April 2, 2019

File No. 1-36504
*10.13


Exhibit 99.2 of the Company’s Form 8-K filed April 2, 2019

File No. 1-36504
10.14

Exhibit 10.3 of the Company’s Quarterly
Report on Form 10-Q
for the quarter ended
March 31, 2019,
filed May 10, 2019

File No. 1-36504
10.15

Exhibit 10.4 of the Company’s Quarterly
Report on Form 10-Q
for the quarter ended
March 31, 2019,
filed May 10, 2019

File No. 1-36504
10.16

Exhibit 10.5 of the Company’s Quarterly
Report on Form 10-Q
for the quarter ended
March 31, 2019,
filed May 10, 2019

File No. 1-36504
10.17

Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed
March 4, 2016,2014

File No. 1-34258
10.18

Exhibit 10.1 of the Borrower,Company’s Form 8-K
filed May 13, 2019

File No. 1-36504
10.19


Exhibit 10.2 of the Company’s Current Report
on Form 8-K filed on
July 2, 2019

File No. 1-36504


10.20


Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed on
August 26, 2019

File No. 1-36504
10.21


Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on
September 10, 2019

File No. 1-36504
10.22

Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed on
July 2, 2019

File No. 1-36504
10.23

Exhibit 10.2 of the Company’s Current Report
on Form 8-K filed on
September 10, 2019

File No. 1-36504
10.24

 
Exhibit 10.110.3 of the
Company's Company’s Current
Report
on Form 8-K
filed May 10, 2016on
July 2, 2019

 File No. 1-36504
10.4310.25 

 
Exhibit 10.210.4 of the
Company's
Company’s Current
Report
on Form 8-K
filed May 10, 2016on
July 2, 2019

 File No. 1-36504
10.4410.26  
Exhibit 10.110.5 of the
Company's Current
Report on
Company’s Form 8-K
filed July 22, 20162, 2019

 File No. 1-36504
10.4510.27 

 
Exhibit 10.110.6 of the
Company's Current
Report on Company’s Form 8-K
filed April 17, 2017

July 2, 2019

 File No. 1-36504
10.4610.28 

Exhibit 10.1 of the
Company’s Form 8-K
filed July 5, 2019

File No. 1-36504


10.29

Exhibit 10.1 of the borrower,Company’s Current Report
on Form 8-K filed on
November 13, 2019

File No. 1-36504
10.30

 
Exhibit 10.310.1 of the
Company's
Company’s Current
Report on Form 8-K
filed May 10, 2016November 15, 2019

 File No. 1-36504
10.4710.31 

 
Exhibit 10.210.1 of the
Company's
Company’s Current
Report on Form 8-K
filed July 22, 2016November 26, 2019

 File No. 1-36504
10.4810.32 

 
Exhibit 10.210.1 of the
Company's
Company’s Current
Report on Form 8-K
filed April 17, 2017
December 18, 2019

 File No. 1-36504
10.4910.33 

Exhibit 10.2 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019

File No. 1-36504
10.34 
Exhibit 10.3 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019

File No. 1-36504
10.35

Exhibit 10.4 of the
Company's
Company’s Current
Report on Form 8-K
filed May 10,December 18, 2019

File No. 1-36504
10.36

Exhibit 10.5 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019

File No. 1-36504
*10.37

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 15, 2016

 File No. 1-36504




Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
10.50*10.38 

 
Exhibit 10.510.7 of the
Company's
Company’s Current
Report on Form 8-K
filed May 10, 2016December 18, 2019

 File No. 1-36504
10.51*10.39 

 
Exhibit 10.610.8 of the
Company's
Company’s Current
Report on Form 8-K
filed May 10, 2016December 18, 2019

 File No. 1-36504
†*10.52  File No. 1-36504
†12.1    
†21.1 
†23.1    
†31.1 
†31.2 
††32.1 
††32.2 
†101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
†101.SCH XBRL Taxonomy Extension Schema Document
**101†101.CAL The following materials from Weatherford International plc's Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (1) the Consolidated Balance Sheets,
(2) the Consolidated Statements of Operations,
(3) the Consolidated Statements of Comprehensive Income (Loss), (4) the Consolidated Statements of Shareholders' (Deficiency) Equity, (5) the Consolidated Statements of Cash Flows, and (6) the related notes to the Consolidated Financial StatementsTaxonomy Extension Calculation Linkbase Document
†101.DEF XBRL Taxonomy Extension Definition Linkbase Document
†101.LAB XBRL Taxonomy Extension Label Linkbase Document
†101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.
** Submitted pursuant to Rule 405 and 406T of Regulation S-T.
† Filed herewith.
†† Furnished herewith.


As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. We will furnish a copy of any of such instruments to the Securities and Exchange Commission upon request.
We will furnish to any requesting shareholder a copy of any of the above named exhibits upon the payment of our reasonable expenses of obtaining, duplicating and mailing the requested exhibits. All requests for copies of exhibits should be made in writing to our U.S. Investor Relations Department at 2000 St James Place, Houston, TX 77056.




Table of Contents    Valuation and Qualifying Accounts


Financial Statement Schedules
1.Valuation and qualifying accounts and allowances.


SCHEDULE II


WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
FOR THE THREE YEARSSUCCESSOR PERIOD ENDED DECEMBER 31, 2019
AND PREDECESSOR PERIOD ENDED DECEMBER 13, 2019, DECEMBER 31, 2018 DECEMBER 31, 2017
  Balance at       Balance at
  Beginning       End of
(Dollars in millions) of Period 
Expense (a)
 
Recoveries (b)
 
Other (c) (d)
 
Period (e)
Year Ended December 31, 2019 (Successor):          
Allowance for Uncollectible Accounts Receivable 
 
 
 
 
Valuation Allowance on Deferred Tax Assets $1,222
 $(56) $
 $
 $1,166
Excess and Obsolete Inventory Reserve 
 
 
 
 
           
Year Ended December 13, 2019 (Predecessor):          
Current Allowance for Uncollectible Accounts Receivable $123
 $4
 $(3) $(124) $
Long-term Allowance for Uncollectible Accounts Receivable 171
 
 (3) (168) 
Total Allowance for Uncollectible Accounts Receivable $294
 $4
 $(6) $(292) $
           
Valuation Allowance on Deferred Tax Assets $1,702
 $(480) $
 $
 $1,222
Excess and Obsolete Inventory Reserve $305
 $163
 $(4) $(464) $
           
Year Ended December 31, 2018 (Predecessor):          
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 (Predecessor):          
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

  Balance at   (Recovery)   Balance at
  Beginning   and   End of
(Dollars in millions) of Period 
Expense (a)
 Additions 
Other (b) (c)
 Period
Year Ended December 31, 2017:          
Current Allowance for Uncollectible Accounts Receivable 129
 80
 
 (53) 156
Long-term Allowance for Uncollectible Accounts Receivable 
 158
 
 15
 173
Total Allowance for Uncollectible Accounts Receivable 129
 238
 
 (38) 329
           
Valuation Allowance on Deferred Tax Assets 1,738
 158
 
 (9) 1,887
           
Year Ended December 31, 2016:          
Allowance for Uncollectible Accounts Receivable 113
 69
 
 (53) 129
Valuation Allowance on Deferred Tax Assets 868
 872
 
 (2) 1,738
           
Year Ended December 31, 2015:          
Allowance for Uncollectible Accounts Receivable 108
 48
 (1) (42) 113
Valuation Allowance on Deferred Tax Assets 732
 159
 
 (23) 868

(a)In the second quarter of 2017, we changed the accounting for revenue with our primary customer in Venezuela to record a discount reflecting the time value of money and reclassified $158 million of net accounts receivable for this customer to Other Non-Current Assets onaccrete the accompanying Consolidated Balance Sheets.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 ana charge equal to a full allowance on our accounts receivable for uncollectiblecustomers 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. Upon

Table of Contents    Valuation and Qualifying Accounts

emergence from bankruptcy on December 13, 2019, the allowance for uncollectible accounts receivable related to our primary customer in Venezuela was nil.
(b)Of the full net amount of $158 million.total recoveries in 2018, we collected $16 million on previously fully reserved Venezuelan accounts receivable.
(b)(c)Other for 2019 almost entirely represents our Fresh Start Accounting adjustments to record our reserves at fair value at December 31, 2019. Other within the allowance for uncollectible accounts receivable as of December 2017 includes write-offs and amounts reclassified to long-term.long-term and as of December 31, 2018, includes reductions to allowance reserves. Other within the excess and obsolete inventory reserve also includes removal of scrapped inventory that had been previously reserved.
(c)(d)Other in 2017 for valuation allowance on deferred taxes in 2018 is primarily due to currency translation. Other for excess and obsolete inventory reserve in 2018 primarily represents the removal of scrapped inventory that had been previously reserved.
(e)Upon emergence from bankruptcy on December 13, 2019, the allowance for uncollectible accounts receivable and the excess and obsolete inventory reserve were nil. There was no expense, recoveries, or other movements between December 13, 2019 through December 31, 2019 and the balance for both allowance for uncollectible accounts receivable and the excess and obsolete inventory reserve was nil at December 31, 2019.


All other schedules are omitted because they are not required or because the information is included in the financial statements or the related notes.


Item 16. Form 10-K Summary


None.






SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 14, 2018.March 16, 2020.
 
Weatherford International plc
 
/s/ Mark A. McCollum
Mark A. McCollum
President and Chief Executive Officer
(Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignaturesTitleDate
   
/s/ Mark A. McCollum
President, Chief Executive Officer
 and Director
February 14, 2018March 16, 2020
Mark A. McCollum(Principal Executive Officer) 
   
   
/s/ Christoph BauschChristian A. GarciaExecutive Vice President andFebruary 14, 2018March 16, 2020
Christoph BauschChristian A. GarciaChief Financial Officer 
 (Principal Financial Officer) 
   
/s/ Douglas M. MillsStuart FraserVice President andFebruary 14, 2018March 16, 2020
Douglas M. MillsStuart FraserChief Accounting Officer 
 (Principal Accounting Officer) 
   
/s/ Mohamed A. AwadThomas R. Bates, Jr.Chairman of the Board and DirectorFebruary 14, 2018March 16, 2020
Mohamed A. AwadThomas R. Bates, Jr.  
   
/s/ David J. ButtersJohn F. GlickDirectorFebruary 14, 2018March 16, 2020
David J. ButtersJohn F. Glick  
   
/s/ Roxanne J. DecykNeal P. GoldmanDirectorFebruary 14, 2018March 16, 2020
Roxanne J. Decyk
/s/John D. GassDirectorFebruary 14, 2018
John D. Gass
/s/Francis S. KalmanDirectorFebruary 14, 2018
Francis S. KalmanNeal P. Goldman  
   
/s/ David S. KingGordon T. HallDirectorFebruary 14, 2018March 16, 2020
David S. KingGordon T. Hall  
   
/s/ William E. MacaulayJacqueline MutschlerChairman of the Board and DirectorFebruary 14, 2018March 16, 2020
William E. MacaulayJacqueline Mutschler  
   
/s/ Robert K. Moses, Jr.Charles M. SledgeDirectorFebruary 14, 2018March 16, 2020
Robert K. Moses, Jr.Charles M. Sledge  
   
/s/Guillermo OrtizDirectorFebruary 14, 2018
Guillermo Ortiz
/s/ Emyr Jones ParryDirectorFebruary 14, 2018
Emyr Jones Parry




111Weatherford International plc – 2019 Form 10-K | 130