UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)UNITED STATES
Form 10-KSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form10-K
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 20172020
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)
Ireland98-0606750
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Weststrasse 1, 6340 Baar, Switzerland2000 St. James Place,Houston,CH 6340Texas77056
(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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, par value $0.001 per shareNew 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.Yes No
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, 20172020 was approximately $3.4 billion$87 million based upon the closing price on the New York Stock Exchange as of such date.
The registrant had 993,615,89770,017,356 ordinary shares outstanding as of February 5, 2018.

12, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 2018 Annual General Meeting of Shareholders to be held on April 27, 2018 are incorporated into Part III of this Form 10-K.None.




Weatherford International plc
Form 10-K for the Year Ended December 31, 20172020
Table of Contents

PAGE
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 10
Item 11
Item 12
Item 13
Item 14
Item 15
Item 16



Weatherford International plc – 2020 Form 10-K | 1


Table of Contents

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’sWe are a 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. We were originally incorporated in Delaware in 1972, and are currently incorporated in Ireland. Many of our businesses, including those of our predecessor companies, have been operating for more than 50 years.
 
We conduct operations in over 75 countries, answering the challenges of the energy industry with approximately 90 countries390 operating locations including manufacturing, research and havedevelopment, service, and sales locations in nearly all of the oil and natural gas producing regions in the world.training facilities. 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.website. 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 readSecurities 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.Exchange Commission (“SEC”). 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.

On April 17, 2020, the New York Stock Exchange (the “NYSE”) filed a Form 25 with the SEC. The delisting of our ordinary shares from the NYSE became effective on April 27, 2020, and our ordinary shares were subsequently deregistered under Section 12(b) of the Exchange Act on July 16, 2020. We continue to evaluate listing options and intend to relist our ordinary shares when our Board of Directors determines market conditions are appropriate. Until such time as our ordinary shares are relisted, the Company intends to continue filing periodic reports with the SEC on a voluntary basis. Our ordinary shares are listedtrade on the NYSEOTC Pink Marketplace under the ticker symbol “WFT”“WFTLF”.


COVID-19 Pandemic

The COVID-19 pandemic, travel constraints and access restrictions to customer work locations continue to cause significant uncertainty for the global economy, resulting in the continued significant decline in the global demand for oil and gas and related customer activity shutdowns. This continues to cause an imbalance in the supply and demand for oil and gas. The impacts of the COVID-19 pandemic together with uncertainty around the extent and timing for an economic recovery, have caused significant market volatility of commodity prices in the first half of 2020 and resulted in significant reductions to the capital spending during 2020 of our primary customer base which consists of exploration and production companies, with lowering expectations of oil and gas related spending into 2021 and beyond. In addition, the risk of additional COVID-19 related restrictions or lockdowns remains, which creates further uncertainty in the global economic outlook and impact on oil and gas markets.

We continue to closely monitor the global impacts surrounding the COVID-19 pandemic, including operational and manufacturing disruptions, logistical constraints and travel restrictions. These factors have negatively impacted our ability to operate and we expect these negative impacts to continue. We have experienced and expect to continue to experience delays or a lack of availability of key components from our suppliers, shipping and other logistical delays and disruptions, customer restrictions that prevent access to their sites, community measures to contain the spread of the virus, and changes to Weatherford’s policies that have both restricted and changed the way our employees work. We expect most, if not all, of these disruptions and constraints to have lasting effects on how we and our customers and suppliers work in the future.

Faced with these challenges, we have evolved our digital portfolio and enhanced our applications to offer fully-integrated digital oilfield solutions. We have also increased our offerings of automated well construction and remote monitoring and predictive analytics related to our production offerings. Finally, we continuously improve crew rotations and management practices to minimize our employees’ exposure to COVID-19. Our identification and management of COVID-19 cases continues to improve, through updated protocols, advanced testing and response procedures.

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Table of Contents
Reorganization and Emergence from Bankruptcy Proceedings

On July 1, 2019 (the “Petition Date”), Weatherford and two of our subsidiaries (collectively, the “Weatherford Parties”) commenced voluntary reorganization proceedings (the “Cases”), including 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”), with ancillary proceedings filed in Ireland and Bermuda. The plan of reorganization (as amended, the “Plan”), together with the schemes of arrangement in Ireland and Bermuda, became effective on December 13, 2019 (the “Effective Date”) and the Weatherford Parties emerged from Chapter 11.

On the Effective Date, the Weatherford Parties’ then-existing unsecured senior and exchangeable senior notes totaling $7.6 billion were cancelled pursuant to the terms of the Plan. Upon emergence from Chapter 11, 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 (“Fresh Start Accounting”). For additional details regarding the Chapter 11, see “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and for Fresh Start Accounting see “Note 3 – Fresh Start Accounting”.

Under Fresh Start Accounting, our balance sheet on the Effective Date reflected all our assets and liabilities at fair value. As described in “Note 1 – Summary of Significant Accounting Policies” references to “Predecessor” relate to the Consolidated Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 and for the year ended December 31, 2018 and (“Predecessor Periods”). References to “Successor” relate to the Consolidated Statements of Operations for the year ended December 31, 2020 and the period from December 14, 2019 through December 31, 2019 (“Successor Periods”).

References and comparisons to results for the year ended December 31, 2019 relate to the combined Successor and Predecessor Periods for the year ended December 31, 2019 (“2019 Combined Period”) as the 18 days of the Successor Period is not a significant period of time impacting the combined 2019 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 has aligned its technology development and operations around these trends and expanding its role as a market leading solutions provider that assists our customers in orderaddressing their key operational challenges related to grow revenuesfour domains:

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

Unconventionals: enabling customers to solve reservoir challenges and maximize production by drilling faster, deeper, safer 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 principal business operations (Production, Completions, Drillingcore competencies and Evaluationsignificant presence at well sites to capture, analyze and Well Construction) in allpresent information for our customers by leveraging the internet of things, data analytics, and cloud computing across our geographic markets atmany solutions.

    We have enabled this solution-based focus across our organization 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 needsquality, embedding a returns-focused mindset in our organization, and developing and commercializing new technologies.
Weatherford International plc – 2020 Form 10-K | 3


Table of our customers across the reservoir lifecycle; andContents
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 a leading provider ofglobal wellbore 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 in part 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 technology offerings afford us additional opportunities to sell our core products and services to our clients.customers.



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. 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'sThe 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 two2 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 in our Segment Information disclosures.

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. ProductDuring the second quarter of 2020, in order to support the streamlining and services include:realignment of the business, we combined our prior reported four product lines into two product lines. Our two product lines are: (1) Completion and Production and (2) Completions, (3)Drilling, Evaluation and Intervention. Our new combined Completion and Production product line was previously reported as two separate product lines. Our new Drilling, Evaluation and Intervention product line was previously reported as two separate product lines of (i) Drilling and Evaluation, and (4)(ii) Well Construction.


Completion and 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. In addition, we have a suite of modern completion products, reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in deepwater, unconventional, and aging reservoirs. The following is a detailed description of our product and service offerings under our Completion and Production product line.


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. WeIn selected international markets, 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.intervention.


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.


Weatherford International plc – 2020 Form 10-K | 4

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, Evaluation and EvaluationIntervention 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 linemanaged pressure drilling. We 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 openhole 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.

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.

Well Construction buildsbuild or rebuildsrebuild 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. WeThe following is a detailed description of our product and service offerings currently provided by our Drilling, Evaluation and Intervention product line.

Drilling Services includes directional drilling, logging while drilling, measurement while drilling and rotary-steerable systems. This service line also includeincludes our landfull range of downhole equipment, including high-temperature and high-pressure sensors, drilling rig businessreamers 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 partwell as, several drilling techniques, such as closed-loop drilling, air drilling, managed-pressure drilling and underbalanced drilling.

Wireline Services includes open-hole and cased-hole logging services that measure the physical properties of Well Construction.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.


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 majority of our land drilling rigs assets were classified as held for sale as of December 31, 2017.




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, ChampionX Corporation 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.


Weatherford International plc – 2020 Form 10-K | 5


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 and North America sales are to independent oil companies. As of December 31, 2017,2020, the Eastern and Western Hemisphere accounted for 57%54% and 46%, respectively, of our total net outstanding accounts receivable from customers balance. As of December 31, 2020, customer receivables in Mexico and the U.S. accounted for 23% and 12%, respectively, of our total 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.from customers. No other country accounted for more than 10% of our net outstanding accounts receivables balance. During 2017, 2016For the years ended December 31, 2020, 2019 and 2015,2018, 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, intellectual property 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 amortize 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.

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 expected to benefit from their existence, which typically extended from the grant of the patent through and until 20 years after the filing date of the patent application.

Seasonality

The widespread geographical locations of our operations serve to mitigate the overall impact of the seasonal nature of our business in certain geographic regions. 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, hurricanes or an exceedingly cold winter in a given region or other climate changes may impact our results. The unpredictable impact of climate changesUnpredictable 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 locationsIn addition, customer spending patterns for our products and services may result in higher activity in the fourth quarter of each year as our operations servecustomers seek to mitigatefully utilize their annual budgets. Conversely, customer budget constraints may lead to lower demand for our services and products in the overall impactfourth quarter of the seasonal nature of our business.each year.




Federal Regulation and Environmental Matters
 
Our operations are subject to federal, state and local laws and regulations in the U.S. and globally relating to the energy industry in general and the environment in particular. Our 20172020 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 20182021 to be material.

Employees
Weatherford International plc – 2020 Form 10-K | 6


We have obligations and expect to incur capital, operating and maintenance, and remediation expenditures, as a result of compliance with environmental laws and regulations. Among those obligations, are the current requirements imposed by the Texas Commission on Environmental Quality (“TCEQ”) at the former Universal Compression facility in Midland, Texas. At this location we are performing a TCEQ-approved Remedial Action Plan (“RAP”) to address contaminated ground water. The performance of the RAP and related expenses are scheduled to be performed over a ten to twenty-year period and, may cost as much as $6 million, all of which is recorded as an undiscounted obligation on the Consolidated Balance Sheets as of December 31, 2020. We continuously monitor and strive to maintain compliance with changes in laws and regulations that impact our business.
 
Human Capital Management

Focus on People and Culture

At Weatherford, our people are our most critical asset, vital to our sustained, long-term success. We believe we have a dedicated and capable workforce and our employees have expertise in a variety of disciplines ranging from engineering to oilfield services support to multiple corporate functions.

We strive daily to provide a culture that focuses on delivering results through attracting, developing and retaining the talent we need to build, sustain and operate effectively and efficiently across our organization and within the oilfield equipment and services industry. We understand the value that each individual brings to the table and we celebrate diversity in all its forms and are immensely proud of our workforce.

We are focused on building a high-performance culture through objective setting, ongoing and regular career discussions and individual development plans and regular coaching and feedback. During this process, we are grounded by our core values: ethics and integrity, discipline and accountability, flawless execution, collaboration and partnership, innovation and technology leadership and commitment to sustainability.

Focus on Safety

The safety of our employees remains the primary focus of our management. Our vision is to be a company that is incident free, delivers on our promises to our customers, and leaves the environments and communities in which we operate better than we found them. Our Eight GEMS (Getting Everyone Managing Safety) program is designed to educate employees and empower them to intervene when they see unsafe situations. Each GEM focuses on a specific opportunity for risk prevention, including driver and vehicle safety, commitment and intervention, facility safety, induction and training, risk management, lifting equipment and operations, hazardous substances, hazardous environments, and occupational health.

Throughout the COVID-19 crisis, we have remained focused on protecting the health and safety of our customers and employees. Shortly after the outset of COVID-19, we adopted enhanced safety measures and practices across our organization to protect employee health and safety and ensure that we would continue to be able to play a critical role in providing energy. We monitor and track the impact of the pandemic on our employees and within our operations, and proactively modify or adopt new practices to promote their health and safety.

Compensation

Our goal in our compensation programs is to provide competitive compensation opportunities to each of our employees that are well-balanced between our short- and long-term strategic priorities, that discourage excessive or unnecessary risk taking and that reward our employees appropriately for their efforts. We are committed to maintaining and fostering a culture grounded in the principles inherent in pay-for-performance over the short and long-term for our employees eligible to receive a bonus. Through this culture, we strive to attract, motivate, retain and reward our employees for their work that contributes to building our brand and to sustaining our success in the marketplace. We believe our culture of aligning our strategic priorities with our compensation programs supports a cohesive drive towards value creation for all our stakeholders.

Diversity & Inclusion

We are committed to fostering a diverse and inclusive environment where everyone feels comfortable bringing their true selves to work. It is important that we operate in a collaborative and inclusive manner across all levels of our organization, embracing gender, racial and ethnic diversity among our employees and recognizing the strength and competitive advantages that
Weatherford International plc – 2020 Form 10-K | 7


our differences afford us as an individual and a company. Our Diversity and Inclusion (“D&I”) Program promotes partnerships, engagement, and collaboration across our organization.

Our D&I Executive Council, which includes our executive leadership team and other senior leaders, provides strategic direction and oversight of the D&I Program. In addition, we have a Global D&I Advisory Board with global employee representation. Employee Resource Groups (“ERGs”) based on the needs and requests of our employees seek to align activities to enrich our culture and drive D&I initiatives at the local level that engage, educate and empower our workforce while having a positive impact on our business.

In the fourth quarter of 2020, we rolled out “Avoiding Unconscious Bias eLearning” as a global training course for employees and managers, and we conducted an interactive virtual session on Inclusive Leadership.

Employee Statistics

As of December 31, 2017, we employed2020, Weatherford had approximately 29,20017,200 employees which is 3% and 26% lower than our workforce as of December 31, 2016 and 2015, respectively.globally, located in 75 different countries. In response to the price of crude oil and a lower level of exploration and production spending, for the last three years,in addition to other overall cost reductions, we have reduced our overall costsworkforce by 28% and workforce to better align with activity levels. See “Item 8. – Financial Statements and Supplementary Data - Note 3 – Restructuring Charges” for details on35% from our workforce reductions.totals at December 31, 2019 and 2018, respectively. 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 motivated and capable workforce despite the significant headcount reductions over the past three years, which were necessary to adapt our Company to the market conditions.



Weatherford International plc – 2020 Form 10-K | 8



Information about our Executive Officers of Weatherford


The following table sets forth, as of February 14, 2018,19, 2021, 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.
There are no family relationships between the executive officers of the Company or between any director and any executive officer of the Company.
NameAgeCurrent Position and Five-Year Business Experience
Mark A. McCollumGirishchandra K. Saligram5849
President and Chief Executive Officer and Director of Weatherford International plc,
since April 2017
October 2020
Senior Vice President and Chief Operating Officer of Exterran Corporation from August 2018 to September 2020
Senior Vice President Global Services of Exterran Corporation from August 2016 to August 2018
Positions of increasing responsibilities at GE Oil & Gas ending with General Manager, Downstream Products & Services, in August 2016
Karl Blanchard (a)
61Executive Vice President and Chief Operating Officer of Weatherford International plc, from August 2017 to present; Interim Chief Executive Officer of Weatherford International plc, from June 2020 to October 2020; Principal Financial Officer of Halliburton Company, July 2016Weatherford International plc from August 2020 to March 2017September 2020
Executive Vice President and Chief IntegrationOperating Officer of Halliburton Company, January 2015Seventy Seven Energy, Inc., June 2014 to June 2016April 2017
H. Keith Jennings51Executive Vice President and Chief Financial Officer of Halliburton Company, January 2008 to December 2014
Christoph Bausch53Executive Vice President and Chief Financial Officer of Weatherford International plc, since December 2016September 2020
Controller – Product Lines of Weatherford, May 2016 to November 2016
Executive Vice President and Chief Financial officerOfficer of Archer Limited,
Calumet Specialty Products Partners, L.P. from November 2019 to September 2020
Vice President, Finance of Eastman Chemical Company, May 20112018 to October 2019
Vice President and Treasurer of Eastman Chemical Company from August 2016 to May 2018
Vice President and Treasurer of Cameron International Corporation from June 2009 to April 2016
Scott C. Weatherholt (b)
43
Christina M. Ibrahim50Executive Vice President, General Counsel, and Chief Compliance Officer and Corporate Secretary of Weatherford International plc, since October 2017July 2020
Senior Vice President and General Counsel of Arena Energy, L.P., from September 2019 to July 2020
Executive Vice President, General Counsel, and Corporate Secretary of Weatherford International plc, Mayat Midstates Petroleum Company, Inc., from February 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
2019
(a)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
(a)On July 1, 2019, the Weatherford Parties, filed voluntary petitions 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 officerU.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 registrant.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.


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.

(b)Prior to joining Weatherford, Mr. Weatherholt was the General Counsel at Midstates Petroleum Company, Inc. when the company filed for bankruptcy protection on May 1, 2016 in the Federal Bankruptcy Court for the Southern District of Texas (Houston Division) and served the company before, during and after its bankruptcy. In addition, he was the Senior Vice President & General Counsel of Arena Energy, LP, which filed for bankruptcy protection on August 20, 2020 in the Federal Bankruptcy Court for the Southern District of Texas (Houston Division) approximately 4 weeks after his departure from the company.


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Table of Contents    Item 1A | Risk Factors

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 forOilfield Services Industry Risks

Our business is dependent on capital spending by our services and productscustomers which is greatly affected by fluctuations in oil and natural gas prices especially a substantial or extended decline, which,and the availability and cost of capital; reductions in turn, affect the level of exploration, development and production activity ofcapital spending by our customers has had, and could continue to have, a materialan 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 expendituresand operating spending by oil and natural gas exploration and production 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 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 fluctuations 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; the ability of OPEC to set and maintain production levels for oil; the decision of OPEC to abandon production quotas and/or member-country quota compliance within OPEC; 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. 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 three years, and thus significant decreases in our revenues. Further decreases in oil and natural gas prices could lead to further cuts in spending and lower revenues. 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 could affect the demand for oil and natural gas and could 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 and declining global demand for oil and natural gas, including reduced demand as a result of the COVID-19 pandemic, have led to lower capital expenditures by our customers, overincluding large oil and gas exploration and production companies, to greatly reduce planned future capital expenditures. Factors affecting the past three years. Mostprices of our contracts can be cancelledoil and natural gas include, but are not limited to: (1) the level of supply and demand for oil and natural gas; (2) the ability or willingness of the Organization of Petroleum Exporting Countries and the expanded alliance collectively known as OPEC+ to set and maintain oil production levels; (3) the level of oil and natural gas production in the U.S. and by our customer at any time. Lowother non-OPEC+ countries; (4) oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; (5) the cost of, and constraints associated with, producing and delivering oil and natural gas; (6) governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; (7) weather conditions, natural disasters, and health or similar issues, such as pandemics or epidemics; (8) worldwide political, military, and economic conditions; and (9) increased demand for alternative energy and electric vehicles, including government initiatives to promote the use of renewable energy sources and public sentiment around alternatives to oil and gas.

In addition, low commodity prices, the short-term tenor of most of our contracts and the extreme financial stress experienced by some of our customers (some of whom may have to seek bankruptcy protection) have combined to generateincrease the demands by many of our customers for reductions in the prices ofwe receive for 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 and pricing for our services and products andwhich would 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 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,assets which could also have a material adverse impacteffect on our business, evenfinancial condition, results of operations and cash flow.

Climate change, environmental, social and governance (“ESG”) and “sustainability” initiatives may result in significant operational changes and expenditures, reduced demand for our products and adversely affect our business, results of operations, stock price or access to capital markets.

Climate change, ESG and sustainability are a stronger oilgrowing global movement. Continuing political and naturalsocial attention to these issues has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures, as well as society pressure in some areas, to limit greenhouse gas price environment. With respectemissions and has been stated in the U.S. to national oilbe a priority of the new Biden Administration, as well as other initiatives. These agreements and measures, including the Paris Climate Accord, may require, or could result in future legislation and regulatory measures that require, significant equipment modifications, operational changes, taxes, or purchase of emission credits to reduce emission of greenhouse gases from our operations, which may result in substantial capital expenditures and compliance, operating, maintenance and remediation costs. As a result of heightened public awareness and attention to these issues as well as continued regulatory initiatives to reduce the

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Table of Contents    Item 1A | Risk Factors

company customers, we are also subject to riskuse of policy, regime, currencyoil and budgetary changes allgas, demand hydrocarbons may be reduced, which would have an adverse effect on our business and results of which may affect their capital expenditures.

operations. The credit risksimposition and enforcement of stringent greenhouse gas emissions reduction requirements could severely and adversely impact the oil and gas industry and therefore significantly reduce the value of our concentrated customer basebusiness.

Certain financial institutions, institutional investors and other sources of capital have begun to limit or eliminate their investment in oil and gas activities due to concerns about climate change, which could make it more difficult to finance our business. Increasing attention to climate change, ESG and sustainability has resulted in governmental investigations, and public and private litigation, which could increase our costs or otherwise adversely affect our business or results of operations.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.

Severe weather, including extreme weather conditions associated with global climate change, has in the energy industrypast and could result in losses.

The concentration of our customer base in the energy industry may impactfuture adversely affect our overall exposure to credit risk as our customers maybusiness and results of operations.

Our business has been, and in the future will be, similarly affected by prolonged changessevere weather 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,areas where we operate, which could materially affect our ability to collect from our customers in these countries, particularly national oil companies. Laws in some jurisdictions in which we operateoperations and financial results. In addition, impacts of climate change could make collection difficult or time consuming. We perform on-going credit evaluationsincrease the frequency and severity 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 assureextreme weather conditions. Any 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 and weather conditions could adversely affect demand for our services and operations.

Variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. 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 outcomesweather-related events could have a material adverse effect on our business, financial condition and results of operations.


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.

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 availableLiability claims resulting 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 can 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, combinations and consolidations in our industry could result in existing competitors increasing their market share and may result in stronger competitors, which in turn,catastrophic incidents 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.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 and other 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.losses which could have a material adverse effect on our business, financial condition and results of operations.


Business and Operational Risks

The COVID-19 pandemic has significantly weakened demand for our products and services, and has had a substantial negative impact on our financial condition, results of operations and cash flows.

The effects of the COVID-19 pandemic, including actions taken by businesses and governments to contain the spread of the virus, have resulted in a significant and swift reduction in international and U.S. economic activity. These effects materially adversely affected the demand for oil and natural gas, as well as for our services and products. The collapse in the demand for oil in March 2020 caused in large part by this unprecedented global health and economic crisis, and the corresponding decline in our customers’ demand for our services and products has had a substantial negative impact on our financial condition, results of operations and cash flows in 2020.

The COVID-19 pandemic impacts severely impacted our business and our industry. These effects included, and may continue to include, adverse revenue and net income effects; disruptions to our operations; customer shutdowns of oil and gas exploration and production; employee impacts from illness, school closures and other community response measures; and temporary closures of our facilities or the facilities of our customers and suppliers.

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Table of Contents    Item 1A | Risk Factors
The extent to which our operating and financial results are affected by the COVID-19 pandemic will depend on various factors and consequences beyond our control, such as the duration and scope of the pandemic; additional actions by businesses and governments in response to the pandemic; and the speed and effectiveness of responses to combat the virus, including vaccine development and distribution. The COVID-19 pandemic, and the volatile regional and global economic conditions stemming from the pandemic, exacerbated, and could continue to exacerbate, the potential negative impact from many of our risk factors. The COVID-19 pandemic may also have a considerable and detrimental effect on our operating and financial results in a manner that is not currently known to us or that we do not currently consider as significant risks to our operations.

Given the nature and significance of the events described above, we are not able to enumerate all potential risks to our business; however, we believe that in addition to the impacts described above, other current and potential impacts of these recent events include, but are not limited to:

Structural shift in the global economy and its demand for oil and natural gas as a result of changes in the way people work, travel and interact, or in connection with a global recession or depression;
Reduction of our global workforce to adjust to market conditions, including severance payments, retention issues, and an inability to hire employees when market conditions improve;
Infections and quarantining of our employees and the personnel of our customers, suppliers and other third parties in areas in which we operate;
Our insurance policies may not cover losses associated with pandemics like COVID-19 or similar global health threats;
Litigation risk and possible loss contingencies related to COVID-19 and its impact, including with respect to commercial contracts, employment matters, personal injury and insurance arrangements; and
Cybersecurity issues, as digital technologies may become more vulnerable and experience a higher rate of cyberattacks in the current environment of remote connectivity due to stay-at-home orders.

Given the dynamic nature of these events, we cannot reasonably estimate the period of time that the COVID-19 pandemic and related market conditions will persist, the full extent of the impact they will have on our business, financial condition, results of operations or cash flows or the pace or extent of any subsequent recovery.

Our operational and financial growth is dependent on our liquidity requirements and the adequacy of our capital resources.

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) and changes in market conditions that negatively impact our revenue.

The energy industry faces negative sentiment in the capital markets which has impacted the ability of participants to access appropriate amounts of capital under suitable terms. 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 the industry.
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 issued under our committed and or uncommitted facilities, our available cash balance may be reduced by the amount called and it could have an adverse impact on our business, operations, and financial condition.

As of December 31, 2020, we had $338 million of letters of credit outstanding, consisting of $167 million under the LC Credit Agreement and $171 million under various uncommitted facilities (of which there was $164 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets). In Latin America we utilize surety bonds as part of our customary business practice. As of December 31, 2020, we had surety bonds outstanding of $326 million, primarily in Latin America. Any of our outstanding letters of credit or surety bonds 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 the LC Credit Agreement or the surety bonds, our available liquidity would be reduced by the amount called.
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Table of Contents    Item 1A | Risk Factors

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 applicable law, rule, order or 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.unrest. If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.


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.

As of December 31, 2020, we had approximately $2.6 billion of long-term debt with $2.1 billion in aggregate principal amount of our 11.0% Senior Notes maturing on December 1, 2024 (“Exit Notes”) and $500 million in aggregate principal amount of our 8.75% Senior Secured Notes maturing on September 1, 2024 (“Senior Secured Notes”). Pursuant to the terms of our Exit Notes and Senior Secured Notes, we expect to have interest payments of approximately $275 million annually until maturity. Our level of indebtedness has negative consequences for our business, financial condition and results of operations, including:

limiting our ability to obtain additional financing on terms that are commercially acceptable;
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing our free cash flow and the amount of our cash flow available for other purposes;
limiting our flexibility in planning for, or reacting to, changes in our business;
placing us at a possible competitive disadvantage with less leveraged competitors or competitors that may have better access to capital resources; and
increasing our vulnerability to adverse economic and industry conditions;

Our ability to make scheduled payments on or to refinance if desired before maturity, 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 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.

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$350 million, subject to self-insured retentions and deductibles.


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Table of Contents    Item 1A | Risk Factors
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 wouldcould have an adverse impact on our business, financial performance.condition and results of operations.


A significant portion of our revenue is derived from our operations outside the United States, which exposes us to risks inherent in doing business in each of the over 75 countries in which we operate.
Our non-United States operations accounted for 80% of our consolidated revenue in 2020. Operations in countries other than the United States are subject to various risks, including:

volatility in political, social and economic conditions including currency exchange controls, inflation, and currency exchange rate fluctuations and devaluations;
exposure to expropriation of our assets, deprivation of contract rights or other governmental actions;
social unrest, acts of terrorism, war or other armed conflict;
varying international laws and regulations;
confiscatory taxation or other adverse tax policies;
trade and economic sanctions or other restrictions imposed by the European Union, the United States or other countries;
exposure under the United States Foreign Corrupt Practices Act (“FCPA”) or similar legislation; and
restrictions on the repatriation of income or capital.

Our actual financial results after emergence from bankruptcy are not comparable to our historical financial information as a result of the implementation of the Plan and the transactions contemplated thereby and the implementation of fresh start accounting.

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 as of December 13, 2019, which resulted in the Company becoming a new entity for financial reporting purposes. 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 pre-December 13, 2019 historical financial statements. Implementation of the Plan and the transactions contemplated thereby materially changed the amounts and classifications reported in our consolidated historical financial statements. The lack of recent comparable historical financial information may discourage investors from purchasing our ordinary shares.

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 these shareholders 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 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 and the price and trading volume of our ordinary shares may fluctuate significantly.

Our ordinary shares are listed for quotation on the OTC Pink Marketplace. 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

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Table of Contents    Item 1A | Risk Factors

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 be purchased 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 issue additional securities or obtain additional financing in the future on terms acceptable to us, or at all.

Even if an active trading market develops for our ordinary shares, the market price of our ordinary shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our 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 terms of our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies.

The LC Credit Agreement and the indentures governing our Exit Notes and Senior Secured Notes contain restrictive covenants that could impose significant operating and financial restrictions on us and may limit our ability to engage in acts that we may believe to 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; and
sell assets and incur liens.

These covenants and other restrictions may limit our ability to effectively operate our business, and to execute our growth strategy or take advantage of new business opportunities. These covenants and restrictions include minimum liquidity covenants, certain financial ratios, which may apply in certain circumstances, and other restrictions. Our ability to meet the liquidity thresholds and those financial ratios can be affected by events beyond our control.

A breach of the covenants and other restrictions under the LC Credit Agreement, the indentures governing our Senior Secured Notes and Exit Notes or our other indebtedness could result in an event of default thereunder. Such a default may allow the lenders, holders or the trustee, as applicable, 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 LC Credit Agreements would permit the lenders thereunder to terminate all commitments.

Legal, Tax and Regulatory Risks

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 relatingrelated to the energy industry in generalspecifically, 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) and the environment. 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. 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 in the Gulf of Mexico and 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 clients and regulatorscustomers. Regulators are investigating whether any chemicals used in the hydraulic fracturing
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Table of Contents    Item 1A | Risk Factors
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, local and national governments (including 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 conductRegulation 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 costscost 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 tocannot 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 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 be derived from such assets. Any change 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 million 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 parts of the Middle East, Africa, Latin America, the Asia Pacific, Europe and Russia regions that 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 unique to each country in which we operate, may be restricted or prohibited if any 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 government or international sanctions; 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 Russia by the U.S. or EU. In the event of further sanctions or changes to existing sanctions our ability to do business in Russia may be further reduced or impacted.

We risk loss of assets in any location where hostilities arise 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, it could have a material adverse effect on our business, 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 our indentures, as supplemented (our “indentures”), 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.

Any default under the agreements governing our indebtedness that is not cured or waived by the required lenders, and the remedies sought by the holders of any such indebtedness, could make us unable to pay principal and interest on the notes and substantially decrease the market value of the notes. 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 Revolving Credit Agreement, the Term Loan Agreement and our indentures), 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; and
we could be forced into bankruptcy or liquidation.

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

The terms of the Revolving Credit Agreement and Term Loan Agreement restrict, and our indentures will restrict, our current and future operations, particularly our ability to respond to changes or to pursue our business strategies.

The Revolving Credit Agreement and Term Loan Agreement contain, and our indentures will contain, a number of restrictive covenants that 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 of 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 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.

Capital financing may not be available to us at economic rates.

Credit and equity markets have been highly volatile in recent years, 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. If we are unable to borrow further via debt offerings or our credit facility, 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.

A terrorist attack or 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 acts could result in kidnappings, illegal detainment, or the loss of life of our employees or contractors, a loss of equipment, which may or may not be insurable in all cases, or a cessation of business in an affected area. We cannot be certain that our security efforts will in all cases be sufficient to deter or prevent acts of political violence or terrorist strikes against us or our customers’ operations.

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

We rely heavily on information systems to conduct and protect our business. These information systems are increasingly subject to sophisticated cybersecurity threats such as unauthorized access to data and systems, loss or destruction of data (including confidential customer information), computer viruses, or other malicious code, phishing and cyber attacks, and other similar events. These threats 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, or outbreaks of hostilities or terrorist acts.

Given the rapidly evolving nature of cyber threats, 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 avoiding a material impact to our systems when such incidents or attacks do occur. A cyber incident or attack, could result in the disclosure of confidential or proprietary customer information, theft or loss of intellectual property, damage to our reputation with our customers 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, as cybersecurity threats continue to evolve, we may 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 and could have an adverse effect on our share price or our debt ratings.

We have previously identified, 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.

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 consolidated 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, non-income-based taxes, 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 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,Tax Cuts and Jobs Act of 2017 (“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
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Table of Contents    Item 1A | Risk Factors
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 on December 13, 2019, 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 in Switzerland,2019, 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 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 purposes. We intend to maintain our place of effective management in Switzerland and therefore qualify as a Swiss, but not Irish,other non-U.S. tax resident. However, it is possible that in the future, whether as a result of a change in law or tax treaty or how we manage our business that we could become a tax resident in Ireland in addition to Switzerland. If we were to be considered to be a tax resident of Ireland, we could become liable for Irish and Swiss corporation tax and any dividends paid to its shareholders could be subject to Irish and Swiss dividend withholding tax.purposes.


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.

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Table of Contents    Item 1A | Risk Factors

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


General Risks

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

We recognize impairments of long-lived assets when we determine the carrying amount of certain long-lived asset groups exceed their respective fair values. Our impairment assessment includes analysis of the undiscounted cash flow of our asset groups, which include property, plant and equipment, definite-lived intangible assets, and right of use assets. Based on the uncertainty of forecasted revenue, forecasted operating margins, and discount rate assumptions used to estimate our asset groups’ fair value, future reductions in our expected cash flows could cause a material non-cash impairment charge of long-lived assets, which could have a material adverse effect on our results of operations and financial condition.

Our business could be negatively affected by cybersecurity incidents 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 incidents 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 cyberattacks, and other similar events. These incidents 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 cybersecurity incidents, there can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cybersecurity incidents or attacks will be sufficient in preventing all such incidents or attacks, or be able to avoid a material impact to our systems should such incidents or attacks occur. A cybersecurity 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. Moreover, although Weatherford implements stringent controls on third party connectivity to our systems, we have limited control in ensuring their systems consistently enforce strong cybersecurity controls. As a result, the occurrence of a cybersecurity incident or attack could go unnoticed for a period time. As cybersecurity incidents and attacks 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. Beginning in 2021, we maintain insurance coverage to protect against certain cybersecurity risks. However, we cannot ensure that it will be sufficient to cover any particular losses we may experience as a result of such cybersecurity incident or attack. Any cybersecurity incident or attack could have a material adverse effect on our business, financial condition and results of operations.

Item 1B. Unresolved Staff Comments


None.



Weatherford International plc – 2020 Form 10-K | 18


Table of Contents    Item 2 | Properties

Item 2. Properties


Our operations are conducted in approximately 90over 75 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:
2020:
RegionSpecific Location
Western Hemisphere:Greenville, Houston, Huntsville, Katy, Longview, Odessa Pasadena, and San Antonio, Texas; Broussard, and Schriever, Louisiana; Williston, North Dakota; Calgary,Colorado Springs, Colorado; Bakersfield, California; Edmonton and Nisku, Canada; Neuquen,Neuquén, Argentina; Rio de Janeiro and Macae, Brazil; Venustiano Carranza and Villahermosa, Mexico; 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,Aktobe, 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; Dhahran, Saudi Arabia; Abu Dhabi Dubai and Sharjah,Dubai, United Arab Emirates; Malaga, Australia; Jiangsu, China; and Shifang, China; Barmer, India; and Singapore, Singapore.India.

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. CertainAll of our material U.S. properties are all mortgaged to the lenders under our Term Loan.Senior Secured Notes 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 beenIf we are the subject of governmental and internal investigations related to alleged corrupt conductmisconduct and violations of U.S. sanctioned countryor International 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 ofour 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.




PART II


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


OurOn April 17, 2020, the NYSE filed a Form 25 with the SEC. The delisting of our ordinary shares are traded under the symbol “WFT” onfrom the New York Stock Exchange (“NYSE”)became effective on April 27, 2020. Our ordinary shares were deregistered under Section 12(b) of the Exchange Act on
Weatherford International plc – 2020 Form 10-K | 19


July 16, 2020. We continue to evaluate listing options and intend to relist our ordinary shares when our Board of Directors determines market conditions are appropriate. The Company intends to continue filing periodic reports with the SEC on a voluntary basis. Our ordinary shares continue to trade on the OTC Pink Marketplace under the ticker symbol “WFTLF”. As of February 5, 2018,12, 2021, there were 1,62374 shareholders of record. The following table sets forth, foractual number of shareholders 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 shareholders 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.



Table of Contents

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


Table of Contents

Item 6.Selected Financial Data


The following table sets forth certain selectedOur historical consolidated financial data for our Successor and should be read in conjunction withPredecessor Periods are provided within “Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. – Financial Statements and Supplementary Data,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 mayWe have not be indicative of our future operating results.declared dividends to shareholders’ in the years presented in this report.

 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
 
 
 
 


Table of Contents

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.” As described in “Note 1 – Summary of Significant Accounting Policies” references to “Predecessor” relate to the Consolidated Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 and for the year ended December 31, 2018 (“Predecessor Periods”). References to “Successor” relate to the Consolidated Statements of Operations for the year ended December 31, 2020 and for the period from December 14, 2019 through December 31, 2019 (“2020 Successor Period and 2019 Successor Period”, respectively) and are not comparable to the Consolidated Financial Statements of the Predecessor Periods as indicated by the “Black line” division in the financials and footnote tables, which emphasizes the lack of comparability between amounts presented.

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

Overview
General


We conduct operations in approximately 90over 75 countries and have service and sales locations in nearly all of the oil and natural gas producing regions in the world.globally. Our operational performance is reviewed on a geographic basis, and we report the followingWestern Hemisphere and Eastern Hemisphere as separate, distinct reporting segments: Western Hemisphere and Eastern Hemisphere.segments.
 
Our principal business is to provide equipment and services to the oil and natural gas exploration and production industry, both onshore and offshore. ProductOur two product lines are as follows: (1) Completion and service include: (1) Production and (2) Completions, (3) Drilling, and Evaluation and (4) Well Construction.Intervention.


Completion and 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 In addition, we have 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, Evaluation and EvaluationIntervention 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 buildsmanaged pressure drilling. We also build or rebuildsrebuild well integrity for the full life cycle of the well. Using conventional to advanced
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Table of Contents    Item 7 | MD&A    
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
Financial Results Overview

Successor revenues totaled $3.7 billion in 2020, a decrease of $1.5 billion, or 29%, compared to the 2019 Combined Period revenues, as partthe unprecedented global health and economic crisis sparked by the COVID-19 pandemic negatively impacted industry activity. Our revenue decline was predominantly driven by lower activity levels in North America as a result of Well Construction.

We may selllower demand for our products and services separatelyin the United States, but was also impacted by declines in activity internationally, primarily in Latin America, the Middle East, North Africa and Russia.

Successor consolidated operating loss of $1.5 billion worsened $305 million, or may bundle them together26%, in 2020 compared to providethe 2019 Combined Period consolidated operating loss of $1.2 billion. The higher operating loss in 2020 primarily reflects the decline in business demand due to the COVID-19 pandemic, long-lived asset impairment charges, goodwill impairment, and inventory charges, partially offset by the lower retention expenses and cost savings from our various restructuring activities.

Successor segment operating income was $55 million in 2020, a decrease of $139 million, compared to the 2019 Combined Period. The decrease was driven primarily by the decline in demand for our products and services as a result of the COVID-19 pandemic and additional expense of COVID-19 protocols, partially offset by our lower cost structure.

Revenues in the 2019 Combined Period compared to 2018 decreased $529 million, or 9%, which was predominantly driven by lower activity levels in Canada, lower demand for our products and services in the United States, uncertainty related to economic conditions and customer 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 portion of the divested businesses, consolidated revenues were down $166 million, or 3% in 2019 Combined Period compared to 2018.

Consolidated operating results improved $903 million, or 43% in the 2019 Combined Period compared to 2018 while segment operating income declined $133 million, or 41% in the 2019 Combined Period compared to 2018. The improvement in the 2019 Combined Period consolidated operating results was primarily due to lower goodwill impairment charges and the net gain on sale of businesses.

The segment operating income in the 2019 Combined Period 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 cost reduction initiatives to slow and consequently resulted in significantly lower actual results compared to our expectations during 2019. These declines were partially offset by higher integrated solutions upservice project activity in Latin America and operational improvements in the Eastern Hemisphere as a result of a more favorable geographic and product mix.

Summary of Significant Charges and Credits

For the Successor year ended December 31, 2020, significant charges incurred totaled $1.2 billion and included $814 million of long-lived asset impairments, $239 million of goodwill impairments, $138 million of inventory charges and $45 million in other charges. In addition, we had $206 million of restructuring charges.

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 including, integrated well construction whereliabilities, 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 are responsibleincurred $86 million of prepetition charges for professional and other fees related to the entire processCases incurred before the petition date.

For the 2019 Predecessor Period, significant charges incurred totaled $1.1 billion and included $730 million of drilling, constructinggoodwill impairment, $237 million in asset write-downs and completingrigs related and other charges, $117 million of inventory charges and $20 million of long-lived asset impairments. In addition, we had $189 million of restructuring charges.

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Table of Contents    Item 7 | MD&A    
For the year ended December 31, 2018, significant charges incurred totaled $2.2 billion and included $1.9 billion of goodwill impairment, $151 million of long-lived asset impairments and $87 million in other charges. In addition, we had $126 million of restructuring charges.

Please refer to more details as discussed in “Note 3 – Fresh Start Accounting” and “Note 4 – Impairments and Other Charges.”

Goodwill and Long-lived Asset Impairments

The unprecedented global economic and industry conditions resulting from the decline in demand and impact from the COVID-19 pandemic were identified as goodwill and long-lived asset impairment indicators. As a well. Our customersresult, we performed impairment assessments quarterly in 2020 through analysis of the undiscounted cash flow of our asset groups, which include bothproperty, plant and equipment, definite-lived intangible assets, goodwill and right of use assets. As of March 31, 2020, and as of June 30, 2020, we identified that impairment occurred in certain asset groups and with the assistance of third-party valuation advisors we determined the fair value of those asset groups. Based on our impairment tests, we determined the carrying amount of certain long-lived asset groups and reporting units exceeded their respective fair values and we recognized $814 million of long-lived asset impairments and $239 million of goodwill impairment in our Middle East & North Africa (“MENA”) and Russia, Turkmenistan and Kazakhstan (“Russia”) reporting units in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations during the year ended December 31, 2020.

The $239 million of goodwill in our MENA and Russia reporting units was established in the 2019 Successor Period upon emergence from bankruptcy as part of Fresh Start. However in the 2019 Predecessor period, we determined that goodwill for all our reporting units in the Western Hemisphere and Eastern Hemisphere was fully impaired and we incurred a goodwill impairment charge of $730 million. The 2019 Predecessor Period impairment indicators were a result of lower activity levels and lower exploration and production companiescapital spending in our reporting units. Our lower 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 12 – Restructuring Charges”.

During the 2019 Predecessor Period, 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.

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 to write-down our land drilling rigs assets. The 2018 impairments were due to the sustained downturn in the oil and gas industry that resulted in a reassessment of our disposal groups. 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 10 – Long-Lived Asset Impairments,” “Note 11 – Goodwill and Intangible Assets” and “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding goodwill and long-lived asset impairments.

Business Outlook

The COVID-19 pandemic, customer activity shutdowns, travel constraints and access restrictions to customer work locations caused significant uncertainty for the global economy, resulting in the significant decline in the global demand for oil and gas. The impacts of the COVID-19 pandemic together with uncertainty around the extent and timing for an economic recovery, caused extreme market volatility for commodity prices and resulted in significant reductions to the capital spending during 2020 of our primary customer base, with lowering expectations of oil and gas related spending into 2021 and beyond.

We continue to closely monitor the global impacts surrounding the COVID-19 pandemic, including operational and manufacturing disruptions, logistical constraints and travel restrictions. We have experienced and expect to continue to experience delays or a lack of availability of key components from our suppliers, shipping and other logistical delays and disruptions, customer restrictions that prevent access to their sites, community measures to contain the spread of the virus, and changes to Weatherford’s policies that have both restricted and changed the way our employees work. We expect most, if not all, of these disruptions and constraints will continue to effect how we and our customers and suppliers work in the future.
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We continuously improve crew rotations and management practices to minimize our employees’ exposure to COVID-19 while at client facilities. Our identification and management of COVID-19 cases evolve with the latest guidance through the development of updated protocols, advanced testing and response procedures. Faced with these challenges, we evolved our digital portfolio and enhanced our applications to offer fully-integrated digital oilfield service companies. Dependingsolutions. We also increased our offerings of automated well construction and remote monitoring and predictive analytics related to our production offerings.

Oil prices have risen recently, buoyed by recent supply-led Organization of Petroleum Exporting Countries (“OPEC”) and other high oil exporting non-OPEC nations (“OPEC+”) policy, the ongoing COVID-19 vaccine rollout, and multinational economic stimulus actions which is providing a runway for a meaningful oil demand recovery throughout 2021. We continue to anticipate multi-year dislocation across the industry, particularly in North America, Europe, Latin America and Sub Saharan Africa. We continue to anticipate constraints on our ability to generate and grow our revenues, profits and cash flows given the serviceglobal economic uncertainty.

We implemented, and will continue to implement, aggressive actions to right-size our business to address current market conditions, including:

Cost reductions across all our operations, as well as our global support structure to match our reduced size; and
Consolidation of geographic and product line customer and location, our contracts vary in their terms, provisions and indemnities. We earn revenues under our contracts when products are delivered andstructures to better align with market conditions.

The oilfield 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,industry growth is highly dependent on many external factors, 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 materialglobal response to the Company.COVID-19 pandemic, our customers’ capital expenditures, world economic and political conditions, the price of oil and natural gas, member-country quota compliance within the OPEC and weather conditions and other factors, including those described in the section entitled “Forward-Looking Statements” and the section entitled “Item 1A. – Risk Factors.”


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. Rig count is an indicator of the level of spending for the exploration for and production of oil and natural gas reserves. The following chart setscharts set forth certain statistics that reflect historical market conditions:conditions. 


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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
(a)Price per barrel of West Texas Intermediate (“WTI”) crude oil as ofThe table below shows the last business day of the year indicated at Cushing Oklahoma – Source: Thomson Reuters
(b)Price per MM/BTU as of the last business day of the year indicated at Henry Hub Louisiana – Source: Thomson Reuters
(c)Quarterly average rig count – Source: Baker Hughes Rig Count
During 2017 WTI crude oil prices ranged from a high of $60.42 per barrel in late December to a low of $42.53 per barrel in mid-June on the New York Mercantile Exchange. Natural gas ranged from a high of $3.42 MM/BTU in mid-January to a low of $2.56 MM/BTU in mid-February. Factors influencing oil and natural gas prices for West Texas Intermediate (“WTI”) and Henry Hub natural gas during years ended December 31, 2020, 2019 and 2018. Commodity prices decreased during 2020 following the period include hydrocarbondual impact of the COVID-19 pandemic and the inability of OPEC and OPEC+ nations to agree on production cuts.

Years Ended
12/31/202012/31/201912/31/2018
Oil price - WTI (1)
$39.23$56.98$64.94
Natural Gas price - Henry Hub (2)
$2.04$2.57$3.17
(1) Oil price measured in dollars per barrel (rounded to the nearest dollar)
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu

The historical average rig counts based on the weekly Baker Hughes Company rig count information were as follows:
Years Ended
12/31/202012/31/201912/31/2018
North America522 1,077 1,223 
International825 1,098 988 
Worldwide1,347 2,175 2,211 
As of December 31, 2020, the North America and International Rig Count totaled 410 and 665, respectively.

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Global demand for oil dropped precipitously from January through April of 2020 due to numerous different factors, but primarily including the expansion of the COVID-19 coronavirus outbreak, as governments around the world responded with lockdowns, resulting in significantly reduced travel. Global stocks of crude and refined products increased as oil supply could not respond quickly enough to balance the market. These factors contributed to the resulting precipitous decline in commodity prices, rising oil and gas inventory levels, realized and expected global economic growth,decreased realized and expected levels of hydrocarbonoil and gas demand, decreased level of production capacity and weathergeopolitical uncertainty. During the second half of 2020, the OPEC-led supply alliance agreed to production limits, which stabilized and geopolitical uncertainty.improved oil prices.


OutlookOpportunities and Challenges


Our results for 2017 were challenged by the continued volatility in oil prices and severe market contraction for our products and services. Market weakness and contraction has materially reduced 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, untilAs 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 efficiency of our supply chain and sales organizations and continuing to rationalize our manufacturing footprint.

For 2018, we expect growth 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 acceleratepersist and reservoir productivity complexities increase, our clients willcustomers continue to face challenges associated with decreasingin balancing the cost of extraction activities andwith securing desired rates of production.production while achieving acceptable rates of return on investment. These challenges increase our customers’ requirements for technologies that improve productivity and efficiency, and therefore increase demand forwhich in turn puts pressure on us to deliver our products and services. These factors provide usservices at competitive rates. In addition, as consolidation of the oil and gas services industry continues due to market conditions, there has been an increased demand for companies with a positive outlook forspecialized products, services and technologies. We believe we are well positioned to satisfy our businesses over the longer term. However,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,oil and gas, control costs, and penetrate new and existing markets with our newly developed technologies. Over the long-term, we expect the world’s demand for energy will rise from current levels requiring increased oil field services and more advanced technology from the oilfield service industry. We remain focused on delivering innovative and cost-efficient solutions for customers to assist them in achieving their operational, safety and environmental objectives.


Our challenges also include adverse market conditions that could make our targeted cost reduction benefits more difficult to recruit new and retain existing employees. Oil prices have risen recently, buoyed by recent supply-led OPEC+ policy, the ongoing COVID-19 vaccine rollout, and multinational economic stimulus actions which is providing a runway for a meaningful oil demand recovery throughout 2021. We continually seek opportunitiescontinue to maximize efficiencyanticipate a multi-year dislocation across the industry, particularly in North America, Europe, Latin America and value through various transactions, including purchases or dispositions of assets, businesses, investments or joint ventures. We evaluate our disposition candidates based onSub Saharan Africa. In addition, continued negative sentiment for the strategic fit within our business and/or our short and long-term objectives. It is also our intention to divest 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 maturityenergy industry in the open market or through a privately negotiated transaction or otherwise.

The oilfieldcapital markets has impacted, and may continue to impact, demand for our products and services, industry growth is highly dependent on many external factors, such as our customers’customers, particularly those in North America, have experienced and likely will continue to experience challenges securing appropriate amounts of 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.”


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Opportunities and Challenges
Our industry offers many opportunities and challenges.under suitable terms to finance their operations. The cyclicality of the energy industry impactsand the COVID-19 pandemic continues 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, are dependentcycle or 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. TheOur 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 lowuncertain oil prices, successfully maximizeand ultimately to generate consistent positive cash flow and positive returns on the benefits from our acquisitions and complete the dispositioninvested capital.

Exchange Listing

The delisting of our land drilling rigs business.ordinary shares from the New York Stock Exchange (“NYSE”) became effective on April 27, 2020. Our ordinary shares were deregistered under Section 12(b) of the Exchange Act on July 16, 2020. We continue to evaluate listing options and intend to relist our ordinary shares when our Board of Directors determines market conditions are appropriate. The Company intends to continue filing periodic reports with the Securities and Exchange Commission (“SEC”) on a voluntary basis. Our ordinary shares continue to trade on the OTC Pink Marketplace under the ticker symbol “WFTLF”.


Overview of Significant Activities2019 Emergence from Bankruptcy Proceedings and Fresh Start Accounting


Disposition of U.S. Pressure PumpingOn July 1, 2019 (the “Petition Date”), Weatherford and Other Assets

On December 29, 2017, we completed the saletwo 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 fromsubsidiaries (collectively, the sale were used to reduce outstanding indebtedness.

Reporting Segments

At the end“Weatherford Parties” ) commenced voluntary reorganization proceedings (the “Cases”), including under Chapter 11 of Title 11 (“Chapter 11”) 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 operationsUnited States Bankruptcy Code 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 Operating Charges

For the year ended December 31, 2017 we had $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, $183 million of severance and restructuring charges and an $86 million warrant fair value adjustment gain.

For the year ended December 31, 2016 we had $710 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 related to the shutdown of our U.S. pressure pumping business.

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.


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Long-lived Asset Impairments and Other Asset Charges

In the fourth quarter of 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 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 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 downturn in the oil and gas industry contributed to continued lower exploration and production spending and continued low utilization of our land drilling rigs and 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.

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 8 – Long-Lived Asset Impairments,” “Note 9 – Goodwill” and “Note 14 – Fair Value of Financial Instruments, Assets and Equity Investments” for additional information regarding the 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. DistrictBankruptcy Court for the Southern District of New YorkTexas (the “Bankruptcy Court”), with ancillary proceedings filed in Ireland and other conditions.Bermuda. The settlement amount was paid into escrowplan of reorganization (as amended, the “Plan”), together with the schemes of arrangement in August 2015. We are pursuing reimbursementIreland and Bermuda, became effective on December 13, 2019 (the “Effective Date”) and the Weatherford Parties emerged from our insurance carriersChapter 11.Upon emergence from Chapter 11, we adopted fresh start accounting (“Fresh Start Accounting”). For additional details regarding the Chapter 11, see “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and have recovered $26 million of the settlement amount to date. See “Note 213Disputes, Litigation and Contingencies” for additional information.Fresh Start Accounting”.



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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 differ materially from their recorded values as reflected on the historical balance sheet. Under Fresh Start Accounting, our balance sheet on the Effective Date reflected 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, 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 companies. References to “Successor” relate to the Consolidated Statements of Operations for the year ended December 31, 2020 and from December 14, 2019 through December 31, 2019 (“Successor Periods”).

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

Debt Transactions and Equity Issuances


On June 26, 2017,August 28, 2020, we completed a series of financing transactions that meaningfully enhanced our liquidity, including issuing $500 million of 8.75% Senior Secured Notes (“Senior Secured Notes”), terminating our ABL Credit Agreement, and amending and increasing the size of our senior secured letter of credit agreement (the “LC Credit Agreement”) to $215 million. See “Note 14 – Borrowings and Other Debt Obligations” for additional details.

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 2 – Emergence from Chapter 11 Bankruptcy Proceedings” 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 Senior Notes maturing on December 1, 2024 (“Exit Notes”) for an additional $250aggregate 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 accrue at the rate of 11.00% per annum and is payable semiannually in arrears on June 1 and December 1. We commenced interest payments 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.

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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 2024 (“Notes”). These Notes were issued as additional securities under an indenture pursuant2025.

The February 2018 debt offering partially funded a concurrent tender offer to which we previously issued $540 million aggregate principal amountpurchase for cash any and all of our 9.875%9.625% senior notes due 2024.

During 2016, through a series2019. We settled the tender offer in cash for the amount of debt offerings$475 million, retiring an aggregate face value of $425 million and accrued interest of $20 million. In April 2018, 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 usedrepaid the remaining proceeds to repay our revolving credit facility and for general corporate purposes.principal outstanding on an early redemption of the bond. We recognized a cumulative bond tender loss of $78$34 million on these transactions in “Other Expense, Net” on the tender offers buyback transaction. accompanying Consolidated Statements of Operations.

See “Note 1214 Short-term Borrowings and Other Debt Obligations” and “Note 13 – Long-term Debt” for additional details of our financing activities.


During 2016, we received total cash proceedsDivestitures

We did not have any significant divestitures of $1.1 billion frombusinesses during the issuanceSuccessor year ended December 31, 2020. See “Note 8 – Business Combinations and Divestitures” for further details related to divestitures 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,businesses completed during 2019 at an exercise price of $6.43 per ordinary share.and 2018.



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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 2020 and 2019 Successor Periods and the 2019 and 2018 Predecessor Periods 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 combine the 2019 Successor Period and 2019 Predecessor Period results for the year ended December 31, 2019 in order to provide some comparability of such information to the years ended December 31, 2020 and 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, 2016making comparisons to the years ended December 31, 2020 and 2015. See “Notes to Consolidated Financial Statements – Note 23 – Segment Information” for additional information regarding variances in operating income. December 31, 2018 as the eighteen days of the Successor Period is not a significant period of time impacting the combined results.
SuccessorPredecessorCombined ChangeCombined Change
FromFromFavorableFavorable
Year12/14/1901/01/19Year(Unfavorable)(Unfavorable)
 EndedthroughthroughEnded$%$%
 (Dollars in millions, except per share data)12/31/2012/31/1912/13/1912/31/182020 vs 20192019 vs 2018
Revenues:
Western Hemisphere$1,586 $121 $2,620 $3,063 $(1,155)(42)%$(322)(11)%
Eastern Hemisphere2,099 140 2,334 2,681 (375)(15)%(207)(8)%
Total Revenues3,685 261 4,954 5,744 (1,530)(29)%(529)(9)%
Operating Income (Loss):
Western Hemisphere18 (4)54 208 (32)(64)%(158)(76)%
Eastern Hemisphere37 10 134 119 (107)(74)%25 21 %
Total Segment Operating Income55 188 327 (139)(72)%(133)(41)%
Corporate(111)(5)(118)(130)12 10 %%
Impairments and Other Charges(1,236)— (1,104)(2,155)(132)(12)%1,051 49 %
Restructuring Charges(206)— (189)(126)(17)(9)%(63)(50)%
Prepetition Charges— — (86)— 86 100 %(86)NA
Gain on Operational Assets Sale12 — 15 — (3)(20)%15 NA
Gain on Sale of Businesses, Net— — 112 — (112)(100)%112NA
Total Operating Income (Loss)(1,486)(1,182)(2,084)(305)(26)%903 43 %
  Reorganization Items(9)(4)5,389 — (5,394)(100)%5,385 NA
  Interest Expense, Net(266)(12)(362)(614)108 29 %240 39 %
  Total Other Expense, Net(53)— (26)(59)(27)(104)%33 56 %
Income (Loss) before Income Taxes(1,814)(15)3,819 (2,757)(5,618)(148)%6,561 238 %
  Income Tax Provision(85)(9)(135)(34)59 41 %(110)(324)%
Net Income (Loss)$(1,899)$(24)$3,684 $(2,791)$(5,559)(152)%$6,451 231 %
       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 %


Table of Contents


Revenues Percentage by Business GroupProduct Lines

The following table contains the percentage distribution of our consolidated revenues by business groups for 2017, 2016 and 2015:
SuccessorPredecessor
Period FromPeriod From
Year12/14/1901/01/19Year
 EndedthroughthroughEnded
 12/31/202012/31/201912/13/201912/31/2018
Completion and Production51 %52 %47 %47 %
Drilling, Evaluation and Intervention49 48 53 53 
Total100 %100 %100 %100 %
Weatherford International plc – 2020 Form 10-K | 27
 Year Ended December 31,
 2017 2016 2015
Production26% 29% 29%
Completions22
 20
 20
Drilling and Evaluation24
 22
 22
Well Construction28
 29
 29
Total100% 100% 100%



Table of Contents    Item 7 | MD&A    
Consolidated and Segment Revenues


20172020 vs 20162019 Revenues


Consolidated 2020 revenues of $3.7 billion decreased $50 million,$1.5 billion, or 1%29%, in 2017 compared to 2016. Excluding revenues from U.S. pressure pumping operationsthe 2019 Combined Period. The unprecedented global health and our Zubair project in Iraq, consolidated revenues increased 5% in 2017 compared to 2016.

Western Hemisphere revenues declined slightlyeconomic crisis sparked by $5 million in 2017 compared to 2016, primarily due tothe COVID-19 pandemic negatively impacted industry activity. The lower activity concentrated in Argentina, Venezuelademand for oil and Brazil in Drilling and Evaluation and Completions,gas created by the impact of the shutdownCOVID-19 pandemic, together with uncertainty around the extent and timing for an economic recovery, have caused significant reductions to the capital spending plans of our U.S. pressure pumping operations in the fourth quarter of 2016, as well as the negative impact from the change in accounting for revenue on a cash basis in Venezuela. exploration and production companies.
Western Hemisphere revenues excluding U.S. pressure pumping operations, improved $245 million,decreased $1.2 billion, or 9%42%, in 20172020 compared to 2016. These improvements were driven by higherthe 2019 Combined Period due to the decline in activity and salesdemand due to the COVID-19 pandemic. This resulted in lower activity levels in the U.S. and Canada related to the 46% increase in North American rig count since December 31, 2016 as well as improvements across all our product lines in Colombia benefiting from an increase in the number of operating rigs.

Eastern Hemisphere revenues declined $45 million, or 2%, primarily due to lower activity related to the Zubair project, a non-renewalresult of a contractdecline in the United Arab Emiratesrig related activity and overall lowerexploration spending, which has reduced demand for servicescompletion, production drilling, evaluation and continued pricing pressures for Well Construction. Throughout the Asia markets we had a broad declineintervention products and services. We also experienced declines in demand across our product lines. Eastern Hemisphere revenues, excluding early production facility operations, improved $30 million, or 1%,Latin America with significant activity reductions 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 adjustmentsthe COVID-19 pandemic and budget spending reductions by our customers. All these geographic locations were negatively impacted by the reducedlower demand for oil and pricing pressure, with managed-pressure drilling, well construction, and drilling services as the most negatively impacted product lines.gas.

Eastern Hemisphere segment revenues declined $1.4 billion,decreased $375 million, or 32%15%, in 20162020 compared to 2015,the 2019 Combined Period, also due to the 10% decreasedecline in activity in the Middle East, North Africa, Asia and Russia due to the COVID-19 pandemic.

2019 vs 2018Revenues

Consolidated revenues for the 2019 Combined Period decreased $529 million, or 9% 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 revenues decreased $322 million, or 11%, in the 2019 Combined Period 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 completion, production, drilling, evaluation and intervention products and services. The decline in Canada was partially offset by higher activity in integrated service projects and product sales in Mexico.

Eastern Hemisphere rig count since December 31, 2015, continued customer pricing pressuresrevenues decreased $207 million, or 8%, in the 2019 Combined Period 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 reduced activity from lower customer spending. The lower business activity negatively impacted revenueNorth Africa, as well as our divested laboratories and surface logging businesses. Increased revenues in most countries, particularly in Saudi Arabia, Kuwait, Iraq, Russia, the North Sea, Angola, Australia and Malaysia. Although manycompletions product lines were negatively impacted,line partially offset this decline. Excluding the largest declines were in Well Construction, Tubular Running Services, and Completions. These declines were partly offset by an improvementimpact of revenues from the recognition of revenue as partdivested portion of the settlement agreement signedland drilling rigs, laboratory services and surface logging businesses, revenues in the second quarter of 2016 for the Zubair project2019 increased $105 million, or 5% in Iraq.2019 compared to 2018.




Consolidated and Segment Operating LossResults


20172020 vs 20162019 Segment Operating and Segment Results


ConsolidatedSuccessor segment operating loss improved $122income in 2020 was $55 million or 5%, in 2017a decrease of $139 million, compared to 2016 and segment operating loss improved $311 million, or 55%,the 2019 Combined Period. The result was principally driven by the impact of the COVID-19 pandemic resulting in 2017 compared to 2016. 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.
Long-lived asset impairments, write-downs and charges increased 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 pumping and pump-down services assets.

The Western Hemisphere segment operating loss improved $294 million, or 72%, in 2017 compared to 2016. This improvement in operating income is due to increased activity levels in North America as well as declines in activity internationally, primarily in Latin America, Middle East, North Africa and Russia.

Western Hemisphere Successor segment reported operating income of $18 million in the year ended December 31, 2020 declined $32 million, compared to the 2019 Combined Period. The segment income decline was impacted by lower activity levels in North America, Argentina and Colombia, the deterioration in demand for Artificial Lift, Well Construction, Completionsservices due to the COVID-19 pandemic and Drilling Services, cost savings from facility closuresweakening demand for oil and cost reductions as a resultgas.

Eastern Hemisphere Successor segment reported operating income of $37 million for the shutdownyear ended December 31, 2020 was down by $107 million compared to the 2019 Combined Period. The segment income decline was impacted by slowing activity levels, deterioration in demand for services due to the COVID-19 pandemic and weakening demand for oil and gas.

Weatherford International plc – 2020 Form 10-K | 28


Table of our U.S. pressure pumping operations atContents    Item 7 | MD&A    
2019 vs 2018 Segment Operating Results

Segment operating income decreased $133 million in the end of 2016. This improvement2019 Combined Period 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 a deteriorationimproved 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 Venezuela as a result of2019 declined $55 million compared to 2018.

Western Hemisphere segment operating income declined $158 million, or 76%, in the change2019 Combined Period compared to 2018. The segment income decline was driven by lower activity levels, lower operating margin product sales in revenue accounting and a difficult geopolitical situation as well as lower revenueCanada, start-up costs for projects in Argentina and Brazil, sufferingemployee retention expenses. These declines were partially offset by improved operating results from pricing pressure and reduced demand for our products and serviceshigher integrated service project activity in most product lines.Mexico.


The Eastern Hemisphere segment operating lossincome improved $17$25 million, or 11%21%, in 2017the 2019 Combined Period compared to 2016.2018. The improvementsimprovement in 2017 were primarilysegment operating income was 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. Thesedirect expenses, cost improvements, were partially offset by a non-renewalthe impact of a contract in the United Arab Emirates, continued pricing pressure across mostdivestitures. Excluding the impact 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 pressuresresults from the low pricedivested portion of crude oilthe land drilling rigs, laboratory services and increased impairment, litigation and restructuring charges. Allsurface logging businesses, 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 $229in 2019 improved $94 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, and Pressure Pumping 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.2018.


Eastern Hemisphere segment operating loss declined $187 million, or 693%, in 2016 compared to 2015 due to a decline 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.



Interest Expense, Net


Consolidated net interest expense of $266 million for year ended December 31, 2020 represents interest on our 11.0% Exit Notes, our 8.75% Senior Secured Notes and the write-off of unamortized deferred debt issuance costs of $15 million associated with the termination of our senior secured lending agreement (“ABL Credit Agreement”). See “Note 14 – Borrowings and Other Debt Obligations” to the Consolidated Financial Statements for further details on the refinancing.

Net interest expense was $579$12 million in 2017for the Successor Period 2019 representing interest expense on our Exit Notes and $362 million for the 2019 Predecessor Period, as compared to $499$614 million for the Predecessor in 2016. This increase of $80 million, or 16%,2018. The decrease in 2017 compared to 2016 is primarily from higher average borrowings and interest rates in 2017 compared to 2016.

Net interest expense was $499 million in 2016 compared to $468 million in 2015. This increase of $31 million, or 7%, in 2016 compared to 2015for 2019 was primarily due to higherunrecognized contractual interest rates(no longer accruing interest) on theour unsecured senior notes and exchangeable notes issued in 2016.

Warrant Fair Value Adjustment

We had warrant fair value income of $86 million and $16 million in 2017 and 2016, respectively, related toas well as the fair value adjustment to our warrant liability. The change in fair valueelimination of the warrantamortization of deferred financing costs and debt discounts 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.Chapter 11 proceedings, which began July 1, 2019, partially offset by interest on debtor-in-possession financing and default interest on our A&R Credit Agreement.


Other Income/Expense,Income (Expense), Net


We hadSuccessor other expense was $53 million for the year ended December 31, 2020 compared to Predecessor other expense of $26 million in 2019 and $59 million in 2018. Other expense was primarily driven by foreign currency exchange losses of $34 million and $24for the year ended December 31, 2020 compared to $14 million in 2017 and 2016, respectively,for the 2019 Combined Period. The unfavorable change primarily relates to the weakening of foreign currencies following the onset of the COVID-19 pandemic. Other expense also includes letter of credit fees and other income of $3 million in 2015. financing fees.

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. In 2016, other expense was primarily driven by losses on the repurchase of certain senior notes and by foreign currency exchange losses.post-retirement benefit expenses. Foreign exchange losses are typically due to the strengthening U.S. dollar compared to our foreign denominated operations. In 2015,Included in other expense on the accompanying Consolidated Statements of Operations for the year ended December 31, 2018, was currency devaluation expense of $49 million primarily related to the devaluation of the Angolan kwanza due to a change in Angolan central bank policy in 2018.

Warrant fair value income was $70 million in 2018 related to the fair value adjustment to the Predecessor warrant liability. We did not have any warrant fair value income in 2020 or 2019. On May 21, 2019, the option period to exercise the warrants lapsed and the warrants expired unexercised with a fair value of $3 millionzero. The change in fair value of the warrant during 2018 was primarily driven by gains oneliminating the repurchasewarrant share value associated with any future equity issuance and a decrease in the Predecessor’s stock price.

Weatherford International plc – 2020 Form 10-K | 29


Table of certain senior notes partially offset by foreign currency exchange losses.Contents    Item 7 | MD&A    

Currency Devaluation Charges

Currency devaluation charges areIn the year ended December 31, 2018 other expense included a cumulative bond tender loss of $34 million in current earnings in “Currency Devaluation Charges”“Other Expense, Net” 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.We did not have any bond tender loss in 2020 or 2019.


The devaluation of the Argentine peso in 2015 was due to the modification of currency control restrictions on purchasing 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.

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. Our income derived in Switzerland is taxed atOn September 26, 2019, our parent company ceased to be a rate of 7.83%; however,Swiss tax resident and became an Irish tax resident subject to tax under the Irish tax regime. As a result, our effective rate is substantially abovediffers from the SwissIrish statutory tax rate as the majority of our operations are taxed in jurisdictions with much higherdifferent 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 neededwe are unable 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 significantrecognize tax benefit principally related to asset write-downs and other charges including $928 million in long-lived asset impairments (ofon our losses.



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 recordsrecord 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 evaluatedevaluates 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 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 thanwas not that the deferred tax assets will be realized.

The Company 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 benefit of its deferred income tax assets in the future asand has established 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.allowance.


In 2017, theThe income tax provision for the Successor year 2020 was $137$85 million as compared to a tax provision of $496$9 million for the Successor Period and $135 million for the Predecessor Period of 2019, and $34 million in 2016 and to an income tax benefit of $145 million in 2015, respectively,2018, which resulted in an effective tax rate of (5)%, (17)(60)%, 3% and 7%(1)%, respectively. Our 2017 effective tax rate wasexpense is 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 recordedthat do not directly correlate to ordinary income or loss. Impairments and other charges are subject to tax rules in our various jurisdiction as to their deductibility, but generally do not result in significant tax benefits to us due to our inability to forecast realization of such benefits.

Our results for the 2019 Predecessor period 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 and write-downs. We also recognized $4.3 billion gain on previously benefited deferredSettlement of Liabilities Subject to Compromise as a result of the bankruptcy (See “Note 3 – Fresh Start Accounting”) with no tax assets partiallyimpact 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 a similar amount of valuation allowance. Prepetition charges (charges prior to Petition Date) and reorganization items (charges after Petition Date) had no significant tax benefit from the U.S. tax reform. Resultsimpact.

Our results for the year ended December 31, 2017 also2018 Predecessor period include charges with no significant tax benefit.



In 2016, the income tax provision was $496$70 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 loss before income taxes and charges without a significant tax benefit. Results for the year ended December 31, 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, $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$1.9 billion goodwill impairment. Other significant 2018 charges did not result in significant tax expense related to an internal restructuring of subsidiaries.benefit.

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 us based on "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" 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 party transactions for items such as rentals, management fees, royalties, and interest as well as on applicable third party transactions. Such net withholding taxes were $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.


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 consolidated financial statements. WeAs of December 31, 2020, we anticipate that it is reasonably possible that the amount of our uncertain tax positions of $222 million may decrease by up to $12$4 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.


In response to the COVID-19 pandemic, many countries have enacted tax relief measures to provide aid and economic stimulus to companies impacted by the COVID-19 pandemic. For the Successor year ended December 31, 2020, there were no material tax impacts to our financial statements as it relates to COVID-19 tax relief measures.

Weatherford International plc – 2020 Form 10-K | 30


Table of Contents    Item 7 | MD&A    
Restructuring Charges


DueIn response to the ongoing levelsimpact of explorationour business from the COVID-19 pandemic and production spending,the significant and sudden changes in oil and gas prices, we continuehave continued to reducedevelop and execute on plans to rationalize and restructure our overall cost structurebusiness and workforceright-size our operations and personnel. Additional charges with respect to better align with current activity levels of exploration and production. Theour ongoing cost reduction plan which beganactions may be recognized 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, includingsubsequent periods.

During 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. OtherSuccessor year ended December 31, 2020, we incurred restructuring charges in each plan include contract termination costs, relocationof $206 million. During the 2019 and other associated costs.

In connection with the 2016-17 Plan,2018 Predecessor Periods, we recognized restructuring charges of $183 million in 2017, which include severance benefits of $109 million, other restructuring charges of $62$189 million and restructuring related asset charges of $12$126 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 312 – Restructuring Charges” to our Consolidated Financial Statements for additional details of our charges by type and by segment.




Liquidity and Capital Resources


Cash Flows

At December 31, 2017,2020, we had total cash and cash equivalents and restricted cash of $613$1.3 billion of which $167 million was restricted cash, compared to $1.0 billiontotal cash and cash equivalents and restricted cash of $800 million of which $182 million was restricted cash at December 31, 2016 and $467 million at December 31, 2015.2019. The following table summarizes cash provided by (used in) each type of business activity, for the years ended December 31, 2017, 20162020, 2019 and 2015:2018:
SuccessorPredecessor
FromFrom
Year12/14/20191/1/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Net Cash Provided by (Used in) Operating Activities$210 $61 $(747)(242)
Net Cash Provided by (Used in) Investing Activities(75)(14)149 122 
Net Cash Provided by (Used in) Financing Activities348 (2)749 168 
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Net Cash Provided by (Used in) Operating Activities$(388) $(304) $715
Net Cash Used in Investing Activities(62) (137) (659)
Net Cash Provided by Financing Activities20
 1,061
 3


Operating Activities


Cash provided by operating activities was $210 million and $61 million during the 2020 and 2019 Successor Periods. Cash provided by Successor operating activities during 2020 was driven by collections on our accounts receivables, partially offset by payments for interest and severance.

Cash used in operating activities was $388$747 million in 2017the 2019 Predecessor Period compared to $304$242 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.

2018. Cash used in operating activities was $304 million in 2016 compared to2019 and 2018 were driven by working capital needs, payments for debt interest, and severance and other restructuring and transformation costs. In 2019, cash provided byused in operating activities of $715 million in 2015. The declines in operating cash flow in 2016 compared to 2015 was attributable to a decline in operating income duealso included payments for reorganization items and prepetition charges primarily for professional and other fees related to the significant decline in oil pricesCases and drilling activity, partially offset by cash flow from working capital.retention and performance bonuses.

Cash provided by operating activities of $715 million in 2015 was primarily due to improved working capital inflows from the collection of receivables and cash from the sale of inventories.


Investing Activities


Our investing activities used cash of $62 million, $137 million and $659 million during 2017, 2016 and 2015, respectively. 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 cashCash used in investing activities arefor the Successor was $75 million for the year ended December 31, 2020. The primary use of cash in investing activities were capital expenditures for PP&E and the purchase of assets held for sale. Capital expenditures were $225 million, $204 million and $682$154 million for 2017, 2016property, plant and 2015, respectively. Additionally, in 2017 we purchased assets held for saleequipment. The primary sources of $244cash from investing activities included $22 million related to certain leased equipment utilized infrom asset dispositions and $50 million from the maturity of our North America pressure pumping operations.Angolan government bonds. The amount we spend for capital expenditures varies each year and is based on the typetypes of contracts into which we enter, our asset availability and our expectations with respect to industry activity levelslevels.

Cash used in investing activities was $14 million during the following year. The increased2019 Successor Period primarily for capital expenditures, in 2017 comparedwhich was partially offset by adjustments to 2016 is due to higher anticipated activity inproceeds from a prior divestiture of a business. Our investing activities provided cash of $149 million during the oil2019 Predecessor Period and gas industry related to greater volumes$122 million during 2018.

Weatherford International plc – 2020 Form 10-K | 31


Table of work and increased rig count. The significant decline inContents    Item 7 | MD&A    
During the 2019 Successor Period, the primary use of cash from investing activities was $20 million capital expenditures for property, plant and equipment. During the 2019 Predecessor Period, the primary uses of cash in 2016 compared to 2015 is due to the continued price fluctuationinvesting activities were (i) capital expenditures of crude oil, continued weakness in demand$250 million for property, plant and lower than expected explorationequipment and production spending.

Investing activities in 2017 also included the purchase(ii) cash paid of held-to-maturity Angolan government bonds of $50 million, payments of $15$13 million to acquire intellectual property and other intangibles, offset by the primary sources of cash that were (i) proceeds from the divestitures of businesses of $328 million (primarily from the divestitures of our rigs, laboratory services and $7 million of business acquisition payments primarily related to our last installment payment for a 2015 business acquisition.

Investing activities in 2016 also included insurancesurface data logging businesses) and (ii) proceeds of $39$84 million from the casualty loss of a rig in Kuwait, proceeds of $49 million from the disposition of assets and $30 million on the promissory note from the prior sale of our equity investment in Borets International Limited. These proceeds were partially offset by 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.asset dispositions. See “Note 28 – Business Combinations and Divestitures” for additional information.


InvestingDuring 2018, the primary uses of cash in investing activities were (i) capital expenditures of $217 million for property, plant and equipment and the acquisition of assets held for sale and (ii) cash paid of $28 million to acquire intellectual property and other intangibles. During 2018, the primary sources of cash were (i) cash proceeds from the divestiture of business and investments of $257 million (primarily from the divestitures of our land drilling rigs businesses in 2015 also includedKuwait and Saudi Arabia, the continuous sucker rod service business in Canada and the sale of an equity investment) and (ii) cash proceeds of $37$106 million from the disposition of assets, payments of $22 million to acquire businesses, intellectual property and other investing activity proceeds of $8 million.assets.




Financing Activities


During 2017, we receivedCash provided by financing activities for the Successor was $348 million for the year ended December 31, 2020, sourced primarily from net proceeds of approximately $250$453 million from the issuance of our Senior Secured Notes and offset by the repayment of debt, cash paid of $24 million related to a deferred consideration for our 2018 acquisition of our Qatari joint venture and other financing activities of $81 million.

On August 28, 2020, we completed a series of financing transactions that meaningfully enhanced our liquidity, including issuing $500 million of Senior Secured Notes, terminating our ABL Credit Agreement, and amending and increasing the size of our LC Credit Agreement to $215 million. See “Note 14 – Borrowings and Other Debt Obligations” to the Consolidated Financial Statements for further details.

Cash provided by financing activities was $749 million during the 2019 Predecessor Period.

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 2 – Emergence from Chapter 11 Bankruptcy Proceedings” 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 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 accrues at the rate of 11.00% per annum and is payable semiannually in arrears on June 2017 issuance1 and December 1. We commenced interest payments thereunder on June 1, 2020.

In the 2019 Predecessor Period, we had net short-term debt 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.

Cash provided by financing activities was $168 million during the Predecessor year ended December 31, 2018. In February of 2018, we issued $600 million of our 9.875% senior notes due in 2024. Long-term debt repayments in 2017 were $69 million. Net short-term debt borrowings were $128 million in 2017 were primarily2025 for working capital, partially offset by the repayment of our 6.35% senior notes with a principal balance of $88 million.

During 2016, we received total cashnet proceeds of $1.1 billion from the issuance of 200 million ordinary shares$586 million. We used part of the Company. Our financing activities also consisted 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 offeringsoffering to fund tender offers to buy backrepay in full our 6.35% senior notes, 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.
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Table of Contents    Item 7 | MD&A    

Net long- and 5.125% senior notes with a principal balance of $1.9 billionshort-term debt repayments, including the tender offer and used the remaining proceeds to repayborrowings under our revolving credit facility, term loanfacilities, in 2018 totaled $378 million. We settled the tender offer for $475 million, retiring an aggregate face value of $425 million and for general corporate purposes.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 bond tender 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. See “Note 12 – Short-term Borrowings and Other Debt Obligations” and “Note 13 – 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$34 million on these transactions in “Other Income (Expense), Net” on the accompanying Consolidated Statements of Operations. Our otherThe 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 20152018 primarily included dividends paid to noncontrolling partners in consolidated joint venturesthe costs incurred for the amended Credit Agreements and payments of $49 millionnon-controlling interest dividends.

See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 14 – Borrowings and Other Debt Obligations” and “for additional details of our financing activities.

Non-GAAP Free Cash Flow

Non-GAAP Free Cash Flow (“Free Cash Flow”) represents cash flow from operations less capital expenditures (including the acquisition of assets held for sale) plus proceeds from the exercisedisposition of stock options issuedassets. Free cash flow was a positive $78 million and positive $41 million during the 2020 and 2019 Successor Periods and a negative $913 million and negative $353 million during the 2019 and 2018 Predecessor Periods. Management believes that Free Cash Flow is useful to investors and management as an important liquidity measure of our employeesability to generate cash, pay obligations and directors of $26 million.grow the business and shareholder value. It is a non-GAAP financial measure that should be considered in addition to, not as substitute for or superior to, cash flow from operations.


Sources of Liquidity


Our sources of available liquidity going forward include cash generated by our operations, cash and cash equivalent balances, cash generated by our operations, accounts receivable factoring, dispositions, and availability under committed linesour LC Credit Agreement. We have aggregate commitments of $215 million under the LC Credit Agreement for the issuance of letters of credit. At December 31, 2020, we had approximately $167 million in outstanding letters of credit under the LC Credit Agreement and availability of $48 million.

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. However, the energy industry continues to have negative sentiment in the market which has impacted the ability of energy sector participants to access appropriate amounts of capital and under suitable terms. Although we may have access to capital markets, it may not be on terms that are commercially acceptable to the Company. From time to time we may and have enteredenter into transactions to dispose of businesses or capital assets that no longer fit our long-term strategy.


RevolvingExit and Senior Secured Notes and LC Credit Facility and Secured Term Loan Agreement


On December 13, 2019, the date of bankruptcy emergence, 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 accrues at the rate of 11.00% per annum and is payable semiannually in arrears on June 1 and December 1. We havecommenced interest payments thereunder on June 1, 2020.

On August 28, 2020, we completed a revolving credit facility (the “Revolvingseries of financing transactions that meaningfully enhanced our liquidity, including issuing $500 million of Senior Secured Notes, terminating our ABL Credit Agreement”) maturingAgreement, and amending and increasing the size of our LC Credit Agreement to $215 million. Interest of the Senior Secured Notes in July8.75% per annum and is payable semiannually on arrears on March 1 and September 1. See “Note 14 – Borrowings and Other Debt Obligations” to the Consolidated Financial Statements for further details.

The Company is subject to a $175 million minimum liquidity covenant under our amended LC Credit Agreement and Senior Secured notes and, as defined in the applicable documents, Weatherford had available liquidity of 2019 and a secured term loan agreement (the “Term Loan Agreement” and collectively with the Revolving$928 million as of December 31, 2020. Under our amended LC Credit Agreement, the “Credit Agreements”) maturingCompany is also subject to a minimum secured liquidity (or cash in Julycontrolled accounts) covenant of 2020.$125 million. Our Credit Agreements contain customary events of default, including our failure to comply with the financial covenants.secured liquidity was $779 million at December 31, 2020. As of December 31, 2017,2020, we were in compliance with our financialthe covenants as defined inof the indentures governing the Exit Notes and Senior Secured Notes and the LC 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.Agreement.



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Table of Contents    Item 7 | MD&A    

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 the Credit Agreements and in the covenants under our indentures. We also expect to remain in compliance with all of our covenants throughout 2018. 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.

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, we had $11 million in short-term borrowings under these arrangements. In 2016, we repaid $180 million borrowed under a credit agreement that matured in the first half of 2016.


Ratings Services’ Credit Ratings


Our Standard & Poor’s Global Ratings forAs of December 31, 2020, our Moody’s Investor Services credit rating on the Senior Secured Notes and our senior unsecured notes issecured LC Credit Agreement was Ba3, with a negative outlook. Our Exit Notes have a credit rating of B3 with a negative outlook. At December 31, 2020, our S&P credit rating on our Senior Secured Notes and our LC Agreement was B-, with a negative outlook. Our Moody’s Investors ServicesThe credit rating on our senior unsecured notes is currently Caa1 and our short-term rating is SGL-3, bothExit Notes was CCC with a negative outlook. We continue toThe ratings from both agencies have access and expectbeen downgraded during 2020 from the ratings assigned at the end of 2019.

While we willmay continue to have access to most credit markets.markets, our credit rating, restrictions under our Exit Notes, Senior Secured Notes and LC agreement, and the industry downturn, could limit our ability to raise capital, refinance our existing debt, or 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.


Customer Receivables
In weak economic environments, we may experience increased delays and failures to pay our invoices due to, among other reasons, a reduction in our customers’ cash flow from operations and their access to the credit markets as well as unsettled political conditions. Given the nature and significance of the COVID-19 pandemic and disruption in the oil and gas industry, we could experience delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies.

Cash Requirements
During 2018, we anticipate ourOur cash requirements will continue to include interest payments on our long-term debt, payments for capital expenditures, repayment of debt, interest payments on our outstanding debt, severance payments andfinanced leases, payments for short-term working capital needs.needs and costs associated with our revenue and cost improvement efforts under our restructuring plans, including severance payments. Our cash requirements may also include opportunistic debt repurchases, business acquisitionsawards 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, 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.


CapitalAs of December 31, 2020, we had approximately $2.6 billion of long-term debt with $2.1 billion in aggregate principal amount maturing on December 1, 2024 and $500 million in aggregate principal amount maturing on September 1, 2024. We expect to have interest payments of approximately $275 million annually until the maturity of our senior notes. Please see “Note 14 – Borrowings and Other Debt Obligations” for additional details. Our payments on operating leases and purchase obligations, including capital expenditures in the upcoming year are expected to be approximately $91 million and $364 million, respectively. See “Note 13 – Leases” for 2018 aredetails of our lease obligations by year.

Our capital spending for 2021 is projected to be approximately $200 million to $250 million, excluding$140 million. Capital 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. Expenditures are expected to be used primarily to supportingsupport the ongoing activities ofand commitments in our core businesses and our sources of liquidity are anticipated to be sufficient to meet our needs.business.


Cash and cash equivalents (including restricted cash of $599$167 million primarily related to cash collateral on our letters of credit) totaled $1.3 billion at December 31, 2017,2020, and are held by subsidiaries outside of Switzerland, the Company’sIreland, our taxing jurisdiction. At December 31, 2020 we had approximately $160 million of our cash and cash equivalents that cannot be immediately repatriated from various countries due to country central bank controls or other regulations. Based on the nature of our structure, other than the restrictions noted above, we are generally able to redeploy cash with minimal or 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, $99 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. Dollar conversions. In January 2018, the Angolan National Bank announced a new currency exchange regime and the Angolan kwanza subsequently devalued approximately 19%. As a result, we anticipate recognizing currency devaluation charges in the first quarter of 2018. Sustained Angolan exchange limitations may further 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. In 2017,institutions for cash proceeds net of discount and hold-back. The programs we factor under are uncommitted and thus we cannot assure they will be available as a source of liquidity. During the 2020 Successor Period, we sold accounts receivable balances of $90 million and received cash proceeds of $79 million. During the 2019 Combined Period, we sold accounts receivable of $227 million, recognized a loss of $1$206 million and received cash proceeds totaling $223 million on these sales.of $193 million. In 2016,2018, we sold accounts receivables of $156 million, recognized a loss of $0.7$382 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.$373 million. 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 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, we sold the note for $59 million.International plc – 2020 Form 10-K | 34



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.


Table of Contents    Item 7 | MD&A    

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 Period
(Dollars in millions)2018 2019 and 2020 2021 and 2022 Thereafter Total
Short-term Debt$11
 $
 $
 $
 $11
Long-term Debt (a)
137
 1,192
 2,676
 3,840
 7,845
Interest on Long-term Debt564
 1,019
 755
 2,724
 5,062
Noncancellable Operating Leases176
 181
 84
 192
 633
Purchase Obligations166
 
 
 
 166
 $1,054
 $2,392
 $3,515
 $6,756
 $13,717
(a)Amounts represent the expected cash payments of principal associated with our long-term debt. These amounts do not include the unamortized discounts or deferred gains on terminated interest rate swap agreements.

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 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, we made contributions and paid direct benefits of approximately $23 million in connection with those plans and we anticipate funding approximately $5 million during 2018. Our projected benefit obligations for our defined benefit pension and other post-retirement benefit plans were $198 million as of December 31, 2017.

Derivative Instruments

Warrant

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 is $6.43 per share and is exercisable any time prior to May 21, 2019. The warrant is classified as a liability and carried at fair value with changes in its fair value reported through earnings. The fair value of the warrant was $70 million and $156 million on December 31, 2017 and 2016, respectively, generating an unrealized gain of $86 million in 2017. 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. 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 15 – Derivative Instruments” to our Consolidated Financial Statements for additional details.

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 Loss to interest expense over the remaining term of the debt. 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, 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, 20172020 and 2016,December 31, 2019, we had outstanding foreign currency forward contracts with notional amounts aggregating $767to $337 million and $1.6 billion,$389 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 15 – 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 “Other Income (Expense), 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 August 28, 2020, Weatherford International Ltd., as issuer, Weatherford International plc and Weatherford International, LLC, as guarantors, and the other subsidiary guarantors party thereto, entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, and issued the 8.75% Senior Secured Notes due September 1, 2024 in an aggregate principal amount of $500 million.

On 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, 2017 and 2016: (1) Revolving Credit Agreement, (2) Term Loan Agreement, (3) 6.50%13, 2019, the Predecessor’s 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 Amended and (15) 9.875% senior notes due 2024.Restated Credit Agreement and Term Loan pursuant to the terms of the Plan. See “Note 3 – Fresh Start Accounting” 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 BidSurety Bonds


We use letters of credit and performance and bid bonds in the normal course of our business. As of December 31, 2017,2020, we had $485$338 million of letters of credit and performance and bid bonds outstanding, consisting of $375$167 million of letters of creditunder the LC Credit Agreement and $171 million under various uncommitted facilities (of which there was $164 million in cash collateral held and $110recorded in “Restricted Cash” on the Consolidated Balance Sheets).

In Latin America we utilize surety bonds as part of our customary business practice. As of December 31, 2020, we had surety bonds outstanding of $326 million, primarily in Latin America. Any of our outstanding letters of credit under the Revolving Credit Agreement. At December 31, 2017, we have cash collateralized $82 million of our letters of credit, which is included in “Cash and Cash Equivalents” in the accompanying Consolidated Balance Sheets. We also have $15 million ofor surety bonds primarily performance bonds, issued by financial sureties against an indemnification from us. 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,LC Credit Agreement or surety bonds, our available liquidity would be reduced by the amount called.


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 consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience and 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

Weatherford International plc – 2020 Form 10-K | 35


Table of Contents    Critical Accounting Policies and Estimates


Business CombinationsOn the Effective Date in 2019, 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 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.

Allocation of Reorganization Value under Fresh Start Accounting

Upon emergence on December 13, 2019, 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


GoodwillAs a result of Fresh Start Accounting on December 13, 2019, we recognized and allocated $239 million of goodwill to our MENA and Russia reporting units and have presented that amount as of December 31, 2019 as Successor goodwill, which represents the excess of consideration paidreorganization value over the fair value of netour identifiable tangible and identifiable intangible assets acquired and liabilities assumedliabilities.

During the first and second quarters of 2020, the unprecedented global economic and industry conditions resulting from the decline in a business combination.demand and impact from the COVID-19 pandemic were identified as goodwill and long-lived asset impairment indicators or triggering events. We identified lower exploration and production capital spending that resulted in lower drilling and forecasted activity. We performed interim quantitative goodwill assessment as of March 31, 2020 and June 30, 2020 as described in “Note 11 – Goodwill is allocatedand Intangible Assets” to Weatherford’sour Consolidated Financial Statements.The fair values of these two 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 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 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 the quantitative step, the fair value of our reporting units iswere determined using a combination of the income approach and the market approach. The income approach estimatesfor comparable companies in our industry, a Level 3 fair value by discounting each 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 ofanalysis. Determining the assumptions used in our discounted cash flow analysis are based upon our annual financial forecast. Our annual planning 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 are also made for periods beyond the financial forecast period. The discount rate used in the income approach is determined using a weighted average cost of capital and reflects the risks and uncertainties in the cash flow estimates. The weighted average cost of capital includes a cost of debt and equity. The cost of equity is estimated using the capital asset pricing model, which includes 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 used an independent valuation specialist for our annual impairment tests to assist us in our valuations under both 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 affectedreporting units requires management to exercise significant judgments, including estimating the discounted future cash flows by reporting unit, specifically the forecasted revenue, forecasted operating margins and result in andiscount rates. Goodwill impairment charge to goodwill. Someoccurs when the carrying amount of a reporting unit exceeds the inputs, such as forecastsfair value. We determined that the fair value 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 ourthese reporting units with goodwillwere less than their carrying values, 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 resultsa result of our impairment tests, we did not recognize afully impaired our goodwill impairment charge in 2017, 2016 or 2015.the MENA and Russia reporting units as presented in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations.




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Table of Contents    Critical Accounting Policies and Estimates

For further analysis and discussion of goodwill refer to “Item 8. – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 9 – Goodwill” of this Form 10-K.

Long-Lived Assets

Long-lived assets, which include PP&E, and definite-lived intangibles and right of use assets, comprise a significant amount of our assets. We must make estimates about thetheir expected useful lives of the assets.lives. The valuecost 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:
Asset CategoryEstimated Useful Lives
Buildings and Leasehold Improvements
10 – 40 years or lease term
Rental and Service Equipment232010 years
Machinery and Other2 – 12 years
Intangible Assets252010 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.asset or asset group. Factors that might indicate a long-lived asset or asset group 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. The Company groups individual assets at the lowest level of identifiable cash flows and performs an undiscounted cash flow analysis to identify assets or asset groups that may not be recoverable. If these or other factors exist that indicatethe undiscounted cash flows do not exceed the carrying value of the long-lived asset group, the asset group is not recoverable and impairment is recognized to the extent the carrying amount exceeds the estimated fair value of the asset maygroup. A fair value assessment is performed on assets or asset groups identified as not bebeing recoverable weusing a discounted cash flow analysis to determine whetherif an impairment has occurred. If an impairment has occurred, through the useCompany recognizes a loss for the difference between the carrying amount and the fair value of an undiscounted cash flow analysis.the asset or asset group. The undiscounteddiscounted 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 estimated discounted cash flows are inherently subjective and includes significant assumptions, specifically the forecasted revenue, forecasted operating margins, and the discount rate assumptions 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 or asset group 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.


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.


InThe unprecedented global economic and industry conditions resulting from the fourth quarterdecline in demand and impact from the COVID-19 pandemic were identified as impairment indicators. As a result, we performed impairment assessments quarterly in 2020 through analysis of 2017,the undiscounted cash flow of our asset groups, which include property, plant and equipment, definite-lived intangible assets, goodwill and right of use assets. As of March 31, 2020, and as of June 30, 2020, we identified that impairment occurred in certain asset groups and with the assistance of third-party valuation advisors we determined the fair value of those asset groups. Based on our impairment tests, we determined the carrying amount of certain long-lived asset groups exceeded their respective fair values and we recognized of long-lived asset impairments in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations during the year ended December 31, 2020. See “Note 10 – Long-Lived Asset Impairments”, “Note 11 – Goodwill and Intangible Assets” and “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information regarding the impairment chargesand the fair value determination used in the impairment calculation.

The fair values of $928 million, of which $923 million was related to PP&E impairments and $5 million was relatedour long-lived assets were determined using discounted cash flow or Level 3 fair value analyses. The unobservable inputs to the impairmentincome approach included the estimated discounted future cash flows by asset group and significant
Weatherford International plc – 2020 Form 10-K | 37

assumptions, specifically the forecasted revenue, forecasted operating margins, and discount rate assumptions used to determine 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.certain asset groups.

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 charges2019 impairments were due to the prolongedsustained downturn in the oil and gas industry whose recoverythat resulted 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 expectedus having to be slower than had previously been anticipated.reassess our disposal groups for our land drilling rigs. The change in theour 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 approach and the 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.


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.

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, 20162020, 2019 and 20152018 and recorded long-lived and other asset impairment charges to adjust to fair value. See “Note 810 – Long-Lived Asset Impairments” 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 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. Our income tax provision in 2017 was $137 million compared to an income tax provisionSee “Note 18 – Income Taxes” for detailed discussion of $496 million in 2016 and an income tax benefit of $145 million in 2015, respectively, which resulted in an effective tax rate of (5)%, (17)% and 7%, respectively.results.
 
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 75 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, we had recorded reserves for uncertain tax positions of $217 million, excluding accrued interest and penalties of $61 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.

Weatherford International plc – 2020 Form 10-K | 38


Table of Contents    Critical Accounting Policies and Estimates
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 The Company concluded that it neededwas not able to record additional valuation allowancerealize the benefits of $73 million in the fourth quarter of 2017 against certain previously benefitedits deferred tax assets since it cannot support that it is more likely than not that theand has established a valuation allowance. Our valuation allowance on our deferred tax assets will be realized.

As ofwas $1.5 billion at December 31, 2017, our gross deferred tax assets were $2.1 billion before a related valuation allowance of $1.9 billion. As of December 31, 2016, our gross deferred tax assets were $1.9 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 million and $259 million as of December 31, 2017 and 2016, respectively.2020.


Allowance for Doubtful AccountsCredit Losses


On January 1, 2020, we adopted Financial Accounting Standards Board Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology in previous U.S. GAAP with a methodology (Current Expected Credit Losses model, or CECL) that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. We estimate expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our customer base has generally similar collectability risk characteristics, although risk profiles can vary between larger independent customers and state-owned customers, which may have a lower risk than smaller independent customers.

We maintain an allowance for doubtful accountscredit losses 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. At December 31, 2017,the totalThe allowance for doubtful accountscredit losses in “Accounts Receivable, Net of Allowance for Credit Losses” was $329 million, which includes current allowance of $156$32 million, or 12% of4%, over total gross accounts receivable and long-term allowanceas of $173 million. At December 31, 2016, the allowance for doubtful accounts2020 and was $129 million, or 9%,zero as of total gross accounts receivable. In 2017 and 2016, we recognized a charge for bad debt expense of $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 customerDecember 31, 2019 due to Other Non-Current Assets on the accompanying Consolidated Balance Sheets. In the fourth quarter of 2017, we recorded an allowance for uncollectible long-term receivables for the full net amount of $158 million. Fresh Start Accounting.

We believe that our allowance for doubtful accountscredit loss 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 2017.2020.


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. Our estimates in 2020 included assessing the impact of the COVID-19 pandemic and the resulting impact to our business forecast. Our assessment of our inventory specifically identified inventory in which we could not forecast demand and excess and obsolete inventory. At December 31, 2017 and 2016,2020, inventory reserves totaled $682of $119 million or 36%, and $265 million, or 13%,represented 14% of gross inventory respectively. During 2017 and 2016, we recognized inventory write-off and other related charges, including excess and obsolete inventory charges totaling $540 million and $269 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.had no reserves at December 31, 2019 as a result of fresh start accounting. We believe that our inventory reserves as of December 31, 2020 are adequate to properly value excess, slow-moving and obsoletestate inventory under current conditions.at the lower of cost or net realizable value. See “Note 7 – Inventories, Net” for further details.


Weatherford International plc – 2020 Form 10-K | 39


Disputes, Litigation and Contingencies

As of December 31, 2017, 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. 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 – Disputes, Litigation and Contingencies.”

New Accounting Pronouncements


See “Note 15Summary of SignificantNew Accounting Policies”Pronouncements” to our Consolidated Financial Statements for additional information.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk


Not Applicable.

Weatherford International plc – 2020 Form 10-K | 40


Table of Contents    Forward-Looking Statements
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. We are currently exposedundertake no obligation to market riskcorrect, 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, together with disclosures under “Part I – Item 1A. – Risk Factors”, sets forth certain risks and uncertainties relating to our forward-looking statements that may cause actual results to be materially different from our present expectations or projections:

risks associated with disease outbreaks and other public health issues, including COVID-19, their impact on the global economy and the business of our company, customers, suppliers and other partners, changes in, foreign currency and changesthe administration of, treaties, laws, and regulations, including in interest rates. From timeresponse to time,such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
further spread and potential for a resurgence of COVID-19 in a given geographic region and related disruptions to our business, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may enter into derivative financial instrument transactionsbe put in place to managelimit the spread of COVID-19, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or reduce our market risk. A discussionsocial distancing requirements, and the duration and efficacy of our market risk exposure in these financial instruments follows.such restrictions;
Foreign Currency Exchange Ratesthe price and Inflationary Impacts

We operate in virtually everyprice volatility of, and demand for, oil, natural gas and natural gas explorationliquids;
member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
our ability to realize expected revenues and production regionprofitability 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;
increases in the world. In some partsprices and lack of the world, such as Latin America, the Middle East and Southeast Asia, the currencyavailability of our primary economic environment isprocured 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 access to capital markets on terms that are commercially acceptable to the U.S. dollar,Company;
our ability to manage our workforce, supply chain and we usebusiness processes, information technology systems and technological innovation and commercialization, including the U.S. dollar asimpact of our functional currency. In other parts of the world, we conduct ourorganization restructure, business in currencies other than the U.S. dollar,enhancements, improvement efforts and the functional currency iscost 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.

Many of these factors are macro-economic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this quarterly report as anticipated, believed, estimated, expected, intended, planned or projected.

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 applicable local currency.

Currency devaluation charges are included in current earnings in “Currency Devaluation Charges” onSEC under the accompanying Consolidated StatementsSecurities Exchange Act of Operations. In 2017, we had no currency devaluation charges. In 20161934 (as amended, the “Exchange Act”) and 2015, currency devaluation charges were $41 million and $85 million, respectively, reflecting the impactsSecurities Act of 1933 (as amended, the devaluation of several currencies.“Securities Act”). For additional detailsinformation regarding risks and uncertainties, see Currency Devaluation Charges” sub-heading under“Item 7.our other filings with the SEC.

Weatherford International plcManagement’s Discussion and Analysis of Financial Condition and Results of Operations.”2020 Form 10-K | 41



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) Equity section on our Consolidated Balance Sheets. Foreign currency translation comprehensive loss improved $130 million in 2017 and decreased $12 million in 2016.

As of December 31, 2017 and 2016, we had outstanding foreign currency forward contracts with total notional amounts aggregating $767 million and $1.6 billion, 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, 2017 and 2016, resulted in a net asset of approximately $1 million and a net liability $7 million, respectively. 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 maturing debt with new debt at a higher rate. All other things 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, 2017 and 2016, and that were subject to interest rate risk consist of the following:
 December 31,
 2017 2016
(Dollars in millions)
Carrying
Amount
 
Fair
Value
 Carrying Amount 
Fair
Value
6.35% Senior Notes due 2017
 
 89
 89
6.00% Senior Notes due 201866
 66
 66
 66
9.625% Senior Notes due 2019488
 516
 489
 518
5.125% Senior Notes due 2020364
 364
 363
 342
5.875% Exchangeable Senior Notes due 2021 (a)
1,170
 1,221
 1,147
 1,199
7.75% Senior Notes due 2021741
 767
 739
 761
4.50% Senior Notes due 2022643
 587
 642
 565
8.250% Senior Notes due 2023739
 755
 738
 757
9.875% Senior Notes due 2024780
 840
 528
 575
6.50% Senior Notes due 2036447
 378
 447
 364
6.80% Senior Notes due 2037255
 214
 255
 213
7.00% Senior Notes due 2038456
 396
 456
 384
9.875% Senior Notes due 2039245
 267
 245
 250
6.75% Senior Notes due 2040456
 391
 456
 373
5.95% Senior Notes due 2042368
 298
 368
 283
 Total$7,218
 $7,060
 $7,028
 $6,739
(a)
The Exchangeable Senior Notes due 2021 have been separated into the exchange feature, which is reported in Capital in Excess of Par Value, and the debt component, which is reflected in the table above and is reported in long-term debt. The estimated fair value reflected above is for the debt component only. The estimated fair value as of December 31, 2017 for the entire Exchangeable Senior Notes, which have a principal value of $1.265 billion, is $1.358 billion.

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 have various capital lease and other long-term debt instruments of $460 million at December 31, 2017, 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 million at December 31, 2017 approximates their fair value.
As it relates to our variable rate debt, if market interest rates increase by an average of 1% from the rates as of December 31, 2017, interest expense for 2017 would increase by less than $1 million. This amount was determined by calculating the effect of the hypothetical interest rate on our variable rate debt. For purposes of this sensitivity analysis, we assumed no changes in our capital structure.
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.

Item 8. 8 | Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

PAGE
Financial Statement Schedule II:


Weatherford International plc – 2020 Form 10-K | 42



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, 20172020 and 2016,December 31, 2019, the related consolidated statements of operations, comprehensive loss,income (loss), shareholders’ equity (deficiency) equity,, and cash flows for each of the years in the three-year periodyear ended December 31, 2017,2020 and for the period from December 14, 2019 to December 31, 2019 (Successor periods), and for the period from January 1, 2019 to December 13, 2019 and for the year ended December 31, 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, 20172020 and 2016,2019, 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, 2017,2020, 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, 201819, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.


New Basis of Accounting
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 have been prepared in conformity with Accounting Standards Codification Subtopic 852-10, Reorganizations, for the Successor as a new entity with assets, liabilities, and a capital structure having carrying amounts not comparable with prior periods as described in Note 3.

Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company 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.



Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Long-Lived Assets
As discussed in Notes 1 and 10 to the consolidated financial statements, the Company records long-lived assets at cost and reviews such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The Company groups individual assets at the lowest level of identifiable cash flows and performs an undiscounted cash flow analysis to identify assets or asset groups that may not be recoverable. A fair value assessment is
Weatherford International plc – 2020 Form 10-K | 43


performed on assets or asset groups identified as not being recoverable using a discounted cash flow analysis to determine if an impairment has occurred. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset or asset group. The carrying value of long-lived assets as of December 31, 2020 included property, plant and equipment, net of $1,236 million, definite-lived intangible assets of $810 million, and operating lease right-of-use assets of $138 million. The Company recognized an impairment charge of $814 million for the year ended December 31, 2020.

We identified the valuation of certain long-lived assets to be a critical audit matter. The significant assumptions used to determine the fair value of certain asset groups, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the estimated discounted future cash flows by asset group, were challenging to test. A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those asset groups. Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s long-lived asset impairment process. This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of certain asset groups. We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for certain asset groups. We evaluated the forecasted revenues and forecasted operating margins by asset group by comparing to relevant historical results, changes in the business, and external industry data. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those asset groups’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.

Valuation of Goodwill
As discussed in Notes 1 and 11 to the consolidated financial statements, the Company performs an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in circumstances indicate that the carrying value of a reporting unit might exceed its fair value. The fair values of reporting units are determined using a combination of the income approach and the market approach. If the carrying value of a reporting unit were to exceed its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company recognized an impairment loss of $239 million during the year ended December 31, 2020 reducing the carrying value of goodwill as of December 31, 2020 to $0.

We identified the valuation of goodwill to be a critical audit matter. The significant assumptions used to determine the fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the discounted future cash flows, were challenging to test. A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those reporting units. Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s goodwill impairment process. This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units. We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for these reporting units. We evaluated the forecasted revenues and forecasted operating margins by reporting unit by comparing to relevant historical results, changes in the business, and external industry data. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those reporting units’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.

/s/ KPMG LLP

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


Houston, Texas
February 14, 201819, 2021


Weatherford International plc – 2020 Form 10-K | 44


Table of Contents

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’subsidiaries' (the “Company”)Company) internal control over financial reporting as of December 31, 2017,2020, 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, 2017,2020, 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, 20172020 and 2016,December 31, 2019, the related consolidated statements of operations, comprehensive loss,income (loss), shareholders’ equity (deficiency) equity,, and cash flows for each of the years in the three-year periodyear ended December 31, 2017,2020 and for the period from December 14, 2019 to December 31, 2019 (Successor periods) and for the period from January 1, 2019 to December 13, 2019 and for the year ended December 31, 2018 (Predecessor periods), and the related notes and financial statement scheduleII(collectively, (collectively, the “consolidatedconsolidated financial statements”)statements), and our report dated February 14, 201819, 2021 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’sManagement'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, 201819, 2021


Weatherford International plc – 2020 Form 10-K | 45


Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019
EndedthroughthroughYear Ended
(Dollars and shares in millions, except per share amounts)12/31/202012/31/201912/13/201912/31/2018
Revenues:
Products$1,435 $111 $1,819 $2,051 
Services2,250 150 3,135 3,693 
Total Revenues3,685 261 4,954 5,744 
Costs and Expenses:
Cost of Products1,257 100 1,685 1,887 
Cost of Services1,550 108 2,168 2,627 
Research and Development97 136 139 
Selling, General and Administrative837 45 895 894 
Impairments and Other Charges1,236 1,104 2,155 
Restructuring Charges206 189 126 
Prepetition Charges86 
Gain on Sale of Operational Assets(12)(15)
Gain on Sale of Businesses, Net(112)
Total Costs and Expenses5,171 260 6,136 7,828 
Operating Income (Loss)(1,486)(1,182)(2,084)
Other Income (Expense):
Reorganization Items(9)(4)5,389 
Interest Expense, Net(266)(12)(362)(614)
Other Expense, Net(53)(26)(59)
Income (Loss) Before Income Taxes(1,814)(15)3,819 (2,757)
Income Tax Provision(85)(9)(135)(34)
Net Income (Loss)(1,899)(24)3,684 (2,791)
Net Income Attributable to Noncontrolling Interests22 23 20 
Net Income (Loss) Attributable to Weatherford$(1,921)$(26)$3,661 $(2,811)
Basic and Diluted Loss Per Share Attributable to Weatherford$(27.44)$(0.37)$3.65 $(2.82)
Basic and Diluted Weighted Average Shares Outstanding70 70 1,004 997 

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







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

Weatherford International plc – 2020 Form 10-K | 46


Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Net Income (Loss)$(1,899)$(24)$3,684 $(2,791)
Foreign Currency Translation(38)52 (240)
Defined Benefit Pension Activity(14)(11)12 
Interest Rate Derivative Loss
Other
Other Comprehensive Income (Loss)(52)49 (227)
Comprehensive Income (Loss)(1,951)(15)3,733 (3,018)
Comprehensive Income Attributable to Noncontrolling Interests22 23 20 
Comprehensive Income (Loss) Attributable to Weatherford$(1,973)$(17)$3,710 $(3,038)
































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

Weatherford International plc – 2020 Form 10-K | 47
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
      
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Net Loss$(2,793) $(3,373) $(1,951)
      
Foreign Currency Translation130
 (12) (789)
Defined Benefit Pension Activity(39) 42
 28
Other
 1
 1
Other Comprehensive Income (Loss)91
 31
 (760)
Comprehensive Loss(2,702) (3,342) (2,711)
Comprehensive Income Attributable to Noncontrolling Interests20
 19
 34
Comprehensive Loss Attributable to Weatherford$(2,722) $(3,361) $(2,745)



Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(Dollars and shares in millions, except par value)20202019
Assets:
Cash and Cash Equivalents$1,118 $618 
Restricted Cash167 182 
Accounts Receivable, Net of Allowance for Credit Losses of $32 at December 31, 2020
and $0 at December 31, 2019
826 1,241 
Inventories, Net717 972 
Other Current Assets349 440 
Total Current Assets3,177 3,453 
Property, Plant and Equipment, Net of Accumulated Depreciation of $367 at December 31, 2020 and $25 at December 31, 20191,236 2,122 
Goodwill239 
Intangible Assets, Net of Accumulated Amortization of $173 at December 31, 2020 and
$9 at December 31, 2019
810 1,114 
Operating Lease Right-of-Use Assets138 256 
Other Non-current Assets73 109 
Total Assets$5,434 $7,293 
Liabilities:
Short-term Borrowings and Current Portion of Long-term Debt$13 $13 
Accounts Payable325 585 
Accrued Salaries and Benefits297 270 
Income Taxes Payable185 205 
Current Portion of Operating Lease Liabilities71 79 
Other Current Liabilities471 520 
Total Current Liabilities1,362 1,672 
Long-term Debt2,601 2,151 
Operating Lease Liabilities177 213 
Other Non-current Liabilities357 341 
Total Liabilities4,497 4,377 
Shareholders’ Equity:
Ordinary Shares - Par value $0.001; Authorized 1,356, Issued and
Outstanding 70 at December 31, 2020 and 2019
Capital in Excess of Par Value2,897 2,897 
Retained Deficit(1,947)(26)
Accumulated Other Comprehensive Income (Loss)(43)
Weatherford Shareholders’ Equity907 2,880 
Noncontrolling Interests (“NCI”)30 36 
Total Shareholders’ Equity937 2,916 
Total Liabilities and Shareholders’ Equity$5,434 $7,293 
The accompanying notes are an integral part of these consolidated financial statements.
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 – 2020 Form 10-K | 48



Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
(Dollars in millions)Par Value of Issued SharesCapital In Excess of Par ValueRetained Earnings (Deficit)Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling InterestsTotal Shareholders’ (Deficiency) Equity
Balance at December 31, 2017 (Predecessor)$$6,655 $(5,763)$(1,519)$55 $(571)
  Net Income (Loss)— — (2,811)— 20 (2,791)
  Other Comprehensive Loss— — — (227)— (227)
  Dividends Paid to NCI— — — — (16)(16)
  Adoption of Accounting Standard— — (97)— — (97)
  Equity Awards Granted, Vested and
Exercised
52 — — — 52 
  Other— — — (20)(16)
Balance at December 31, 2018 (Predecessor)$$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 NCI— — — — (22)(22)
   Equity Awards Granted, Vested and
Exercised
— 22 — — — 22 
   Equity Awards Vested and Cancelled
in Connection With the Plan
— 24 — — — 24 
  Other Activity— — — 
  Elimination of Predecessor Equity
Balances
(1)(6,757)5,010 1,697 (51)
  Issuance of New Ordinary Shares to
Creditors in Connection with the Plan
— 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)— (24)
  Other Comprehensive Income— — — — 
Balance at December 31, 2019 (Successor)$$2,897 $(26)$$36 $2,916 
  Net Income (Loss)— — (1,921)— 22 (1,899)
  Other Comprehensive Income— — — $(52)— (52)
  Dividends Paid to NCI— — — — (28)(28)
Balance at December 31, 2020 (Successor)$$2,897 $(1,947)$(43)$30 $937 


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

Weatherford International plc – 2020 Form 10-K | 49
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIENCY) EQUITY
            
(Dollars in millions)Par Value of Issued Shares Capital In Excess of Par Value Retained Earnings (Deficit) 
Accumulated
Other
Comprehensive
Income (Loss)
 Non-controlling Interests Total Shareholders’ Equity (Deficiency)
Balance at December 31, 2014$1
 $5,411
 $2,427
 $(881) $75
 $7,033
            
Net Income (Loss)
 
 (1,985) 
 34
 (1,951)
Other Comprehensive Loss
 
 
 (760) 
 (760)
Dividends Paid to Noncontrolling Interests
 
 
 
 (48) (48)
Equity Awards Granted, Vested and Exercised
 91
 
 
 
 91
Balance at December 31, 2015$1
 $5,502
 $442
 $(1,641) $61
 $4,365
            
Net Income (Loss)
 
 (3,392) 
 19
 (3,373)
Other Comprehensive Income
 
 
 31
 
 31
Dividends Paid to Noncontrolling Interests
 
 
 
 (24) (24)
Issuance of Common Shares
 894
 
 
 
 894
Issuance of Exchangeable Notes
 97
 
 
 
 97
Equity Awards Granted, Vested and Exercised
 78
 
 
 
 78
Balance at December 31, 2016$1
 $6,571
 $(2,950) $(1,610) $56
 $2,068
            
Net Income (Loss)
 
 (2,813) 
 20
 (2,793)
Other Comprehensive Income
 
 
 91
 
 91
Dividends Paid to Noncontrolling Interests
 
 
 
 (21) (21)
Equity Awards Granted, Vested and Exercised
 84
 
 
 
 84
Balance at December 31, 2017$1
 $6,655
 $(5,763) $(1,519) $55
 $(571)



Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Cash Flows From Operating Activities:
Net Income (Loss)$(1,899)$(24)$3,684 $(2,791)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization503 34 447 556 
Gain on Settlement of Liabilities Subject to Compromise(4,297)
Reorganization Items(1,161)
Long-lived Asset Impairments814 20 151 
Goodwill Impairment239 730 1,917 
Inventory Charges210 159 80 
Asset Write-Downs and Other Charges60 145 62 
Employee Share-Based Compensation Expense46 47 
Gain on Sale Businesses, Net(112)
Deferred Income Tax Provision (Benefit)(5)25 (79)
Change in Operating Assets and Liabilities, Net:
Accounts Receivable378 36 (135)(70)
Inventories64 18 (215)86 
Accounts Payable(250)(79)(72)(90)
Other Assets and Liabilities, Net96 76 (11)(111)
Net Cash Provided by (Used in) Operating Activities$210 $61 $(747)$(242)
Cash Flows From Investing Activities:
Capital Expenditures for Property, Plant and Equipment$(154)$(20)$(250)$(186)
Acquisition of Assets Held for Sale(31)
Acquisitions of Businesses, Net of Cash Acquired
Acquisition of Intangible Assets(4)(1)(13)(28)
Proceeds from Divestiture of Businesses and Investments11 328 257 
Proceeds from Disposition of Assets22 84 106 
Proceeds from Bond Maturities50 
Net Cash Provided by (Used in) Investing Activities$(75)$(14)$149 $122 
Cash Flows From Financing Activities:
Borrowings of Long-term Debt$453 $$1,600 $586 
Borrowings on Debtor in Possession (“DIP”) Credit Agreement1,529 
Repayment on DIP Credit Agreement upon Emergence(1,529)
Repayments of Long-term Debt(9)(1)(318)(502)
Repayments of Short-term Debt, Net(27)(1)(347)158 
DIP Financing Fees and Payments on Backstop Agreement(137)
Deferred Consideration Payment(24)
Other Financing Activities, Net(45)(49)(74)
Net Cash Provided by (Used in) Financing Activities$348 $(2)$749 $168 
Effect of Exchange Rate Changes on Cash and Cash Equivalents(59)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash485 46 152 (11)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period800 754 602 613 
Cash, Cash Equivalents and Restricted Cash at End of Period$1,285 $800 $754 $602 
Supplemental Cash Flow Information
Interest Paid$232 $$272 $584 
Income Taxes Paid, Net of Refunds$79 $$89 $99 
The accompanying notes are an integral part of these consolidated financial statements.
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Cash Flows From Operating Activities:     
Net Loss$(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 – 2020 Form 10-K | 50


Table of Contents
    Item 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 90over 75 countries which are locatedand have service and sales locations in nearly all of the oil and natural gas producing regions in the world.globally. 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. OurThe delisting of our ordinary shares are listed onfrom the New York Stock Exchange (the “NYSE”(“NYSE”) became effective on April 27, 2020. Our ordinary shares were deregistered under Section 12(b) of the Exchange Act on July 16, 2020. We continue to evaluate listing options and intend to relist our ordinary shares when our Board of Directors determines market conditions are appropriate. The Company intends to continue filing periodic reports with the Securities and Exchange Commission (“SEC”) on a voluntary basis. Our ordinary shares trade on the OTC Pink Marketplace under the ticker 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”),Basis of Presentation 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.

Principles of Consolidation


The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC for annual financial information. We consolidate all wholly owned subsidiaries and controlled joint ventures and variable interest entities where the Company has determined it is the primary beneficiary.ventures. All material intercompany accounts and transactions have been eliminated in consolidation.


Prior periods segment results, restructuring charges and certain other items have been reclassified for the change in our reportable segment presentation. Certain prior year amounts have been reclassified to conform to the current year presentation, including those related to the adoption of new accounting standards. NetPrior year net income (loss) and shareholders’ equity (deficiency) equity were not affected by these reclassifications. See subsection entitled “New Accounting Pronouncements” for additional details.


Investments in affiliates in which we exercise significant influence over operating and financial policies are accounted for using the equity method. We recognize equity in earnings of unconsolidated affiliates in Selling, General 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 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, lowerallowance for credit losses, inventory valuation reserves, recoverability of cost or marketlong-lived assets, valuation of inventories, equity investments, derivative financial instruments, intangible assetsgoodwill, useful lives used in depreciation and goodwill, property, plant and equipment (“PP&E”),amortization, income taxes percentage-of-completion accountingand related valuation allowance, accruals for long-term contracts, self-insurance, foreign currency exchange rates, pensioncontingencies, actuarial assumptions to determine costs and post-retirementliabilities related to employee 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.
Disputes, Litigation
Bankruptcy and ContingenciesFresh Start Accounting


We accrue an estimateOn 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 probableU.S. Bankruptcy Code (“Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”). 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.

Weatherford International plc – 2020 Form 10-K | 51


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
During bankruptcy in 2019 we segregated liabilities and estimable costobligations whose treatment and satisfaction were dependent on the outcome of the Chapter 11 proceedings and classified these items as “Liabilities Subject to resolve certain legalCompromise” with respect to the Predecessor (as defined below) as shown in “Note 3 – Fresh Start Accounting”. In addition, we 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 2019 Consolidated Statements of Operations through the Effective Date.

In accordance with ASC 852, we qualified for and investigation matters. For matters not deemed probableadopted fresh start accounting (“Fresh Start Accounting”) on the Fresh Start Reporting Date, 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 reasonably estimable, we have not accrued any amounts(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 estimated fair values (except for deferred income taxes), with the remaining excess value allocated to Goodwill in accordance with U.S. GAAP. Our contingent loss estimatesASC 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 Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 and for the year ended December 31, 2018 (“Predecessor Periods”). References to “Successor” relate to the Consolidated Balance Sheets of the reorganized Company as of December 31, 2020 and 2019 and Consolidated Statements of Operations for the year ended December 31, 2020 and for the period from December 14, 2019 through December 31, 2019 (“Successor Periods”) and are based upon an analysisnot comparable to the Consolidated Financial Statements of potential results, assuming a combination of probable litigation and settlement strategies. The accuracy of these estimates is impactedthe Predecessor as indicated by the complexity“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 associated issues.Predecessor Consolidated Balance Sheet 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 Sheet as of December 13, 2019. The Company’s financial results for periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.


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 $167 million at December 31, 2020 and $182 million at December 31, 2019 primarily includes cash collateral for certain of our letters of credit facilities. At December 31, 2019, restricted cash also included cash escrowed for the payment of bankruptcy professional fees.

Allowance for DoubtfulCredit Losses on Accounts Receivables


We establish an allowance for doubtful accountscredit losses based on various factors includingto include historical experience, the current aging status of our customer accounts, the financial condition of our customersconditions and the business and political environmentenvironments in which our customers operate.operate, the aging status and reasonable and supportable forecasts. Our customer base has generally similar collectability risk characteristics, although risk profiles can vary between larger independent customers and state-owned customers, which may have a lower risk than smaller independent customers. Provisions for doubtful accountscredit losses are recorded when it becomes probablebased on estimated losses 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-goingperiodic 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.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
Weatherford International plc – 2020 Form 10-K | 52


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
our international sales are to large international or national oil companies and these sales have resultedmay result in a concentration of receivables from certain national oilsuch companies.

As of December 31, 2017,2020, the Eastern Hemisphere accounted for 57% of our net outstanding accounts receivables and the Western Hemisphere accounted for 43%54% and 46%, respectively, of our total net outstanding accounts receivables.receivable on our Consolidated Balance Sheets. As of December 31, 2017, our net outstanding2020, accounts receivable in Mexico and the U.S. accounted for 19%23% and 12%, respectively, of our balance and Kuwait accounted for 10% of our balance.total net outstanding account receivables. No other country accounted for more than 10% of our net outstanding accounts receivables balance. During 2017, 2016For the years ended December 31, 2020, 2019 and 2015,2018, no individual customer accounted for more than 10% of our consolidated revenues.


Inventories


We valuestate our inventories at the lower of cost or marketnet 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 bookcarrying value that is the lower of cost or net realizable value, we regularly review inventory quantities on hand and compare to estimates of future product demand, market weconditions, our production requirements, and technological developments. We maintain reserves for excess, slow moving and obsolete inventory. We regularly review inventory quantities on hand and record provisionswe may periodically recognize additional charges for excess, slow moving and obsolete inventory. inventory in which we determine there is no forecasted demand.


Inventory held as of our 2019 emergence date was remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

Property, Plant and Equipment (“PP&E”)


We carry our property, plant and equipment,PP&E, both owned and under capital lease,finance leases, is initially stated at cost and depreciated over its estimated life. Subsequently, PP&E is measured at cost less accumulated depreciation.depreciation and impairment losses. 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.
Our depreciation expense was $749 million, $896 million and $1.1 billion for the years ended December 31, 2017, 2016 and 2015, respectively. We classify our rig assets as “Rental and Service Equipment” on the Consolidated Balance Sheets.



The estimated useful lives of our major classes of PP&E are as follows:
Major Classes of Property, Plant and Equipment
PP&E Estimated
Useful Lives
Buildings and leasehold improvements10 – 40 years or lease term
Rental and service equipment232010 years
Machinery and other2 – 12 years


PP&E held as of our 2019 emergence date was remeasured to fair value and new estimated useful lives were determined. Refer to Note 3 – Fresh Start Accounting for further details.
Weatherford International plc – 2020 Form 10-K | 53


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

Goodwill and Intangible Assets


Goodwill represents the excess of consideration paid (or with respect to our 2019 Fresh Start Accounting, the excess of reorganization value) over the fair value of net tangible and identifiable intangible assets acquired in a business combination.acquired. Goodwill is not amortized but is evaluated for impairment. We performWhen we have recognized goodwill on our consolidated balance sheet, we performed 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 reducewhenever events and changes in 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-notcircumstances indicates that the faircarrying value of a reporting unit is less thanmight exceed 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 option to bypass the qualitative assessment at any time and perform the quantitative step.value. The quantitative step of the goodwill impairment test involves a comparison of the fair value of each of our reporting units that have goodwill assigned with their carrying values. If the carrying value of a reporting unit’s goodwill were to exceed its fair value, goodwillan impairment loss is recognized as the differencein an amount equal to that excess, limited to the extenttotal amount of goodwill allocated to that reporting unit.

With respect to the goodwill balance.

Intangible Assets

OurSuccessor and as a result of Fresh Start Accounting, our newly established identifiable intangible assets excluding goodwill, are acquired technology, licenses, patents, customer relationshipsincluded developed technologies and otherour trade name. Successor identifiable intangible assets. Intangible assets are being amortized on a straight-line basis over their estimated economic lives generally ranging from twofive to 20 years, except for intangible assets with indefinite lives, which are not amortized.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


WeLong-lived assets consisting of PP&E, intangible assets, and operating lease right-of-use assets are initially record our long-lived assetsrecorded at cost and review on a regular basis to determine whether anyreviewed whenever events or changes in circumstances indicate the carrying amount of the assetsan asset 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 indicateare present, the carrying amount ofCompany performs an undiscounted cash flow analysis to identify if the asset or asset group may not be recoverable. A fair value assessment is performed on assets or asset groups identified as not being recoverable weusing a discounted cash flow analysis to determine whetherif an impairment has occurred through analysis of undiscounted cash flow of the asset at the lowest level that has an identifiable cash flow.occurred. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset.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.


Long-lived assets held as of our 2019 emergence date were remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

ResearchNew Accounting Pronouncements

See “Note 5 – New Accounting Pronouncements” to our Consolidated Financial Statements for additional information.

Item 7A. Quantitative and Development ExpendituresQualitative Disclosures about Market Risk


ResearchNot Applicable.

Weatherford International plc – 2020 Form 10-K | 40


Table of Contents    Forward-Looking Statements
Forward-Looking Statements
This report contains various statements relating to future financial performance and development expendituresresults, business strategy, plans, goals and objectives, including certain projections, business trends and other statements that are expensednot 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. We undertake no obligation to correct, update or revise any forward-looking statement, whether as incurred.

Environmental Expenditures

Environmental expenditures that relatea result of new information, future events, or otherwise, except to the remediationextent required under federal securities laws. The following, together with disclosures under “Part I – Item 1A. – Risk Factors”, sets forth certain risks and uncertainties relating to our forward-looking statements that may cause actual results to be materially different from our present expectations or projections:

risks associated with disease outbreaks and other public health issues, including COVID-19, their impact on the global economy and the business of an existing condition caused by past operationsour company, customers, suppliers and that do not contribute to future revenues are expensed. Liabilities for these expenditures are recorded when it is probable that obligations have been incurredother partners, changes in, and costs can be reasonably estimated. Estimates are based on available facts and technology, enactedthe administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
further spread and potential for a resurgence of COVID-19 in a given geographic region and related disruptions to our prior experiencebusiness, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may be put in remediationplace to limit the spread of contaminated sites.COVID-19, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions;

the price and price volatility of, and demand for, oil, natural gas and natural gas liquids;

member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
Derivative Financial Instrumentsour 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;
We record derivative instruments on the balance sheet at their fair value as either assets or liabilities. Changesglobal political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
increases in the fair valueprices and lack of derivativesavailability 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 access to capital markets on terms that 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 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 recognized in our results of operations during the period incurred. We record net foreign currency gains and losses on foreign currency derivatives (see “Note 15 – Derivative Instruments”) in “Other Income (Expense), Net” on the accompanying Consolidated Statements of Operations. Devaluation charges on foreign currencies are reported in “Currency Devaluation Charges” on the accompanying Consolidated Statements of Operations..

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 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.

Revenue Recognition

Revenue is recognized when all of the following criteria have been met: (1) evidence of an arrangement exists; (2) delivery to and acceptance by the customer has occurred; (3) the pricecommercially acceptable to the customer is fixed or determinable;Company;
our ability to manage our workforce, supply chain and (4) collectability is reasonably assured.

Our servicesbusiness processes, information technology systems and products are generally sold based upon purchase orders, contracts or other persuasive evidence of an arrangement with our customers that include 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. Revenue is recognized for products upon deliverytechnological innovation 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.

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 expensescommercialization, 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 delaysour organization restructure, business enhancements, improvement efforts and expectation that the time to collect may exceed one year, we reclassified $158 million of accounts receivablecost and support reduction plans;
potential non-cash asset impairment charges for this customer to Other Non-Current Assets on the accompanying Consolidated Balance Sheets.long-lived assets, intangible assets or other assets;

In the fourth quarter of 2017, we changed the accounting for revenue with substantially alladverse weather conditions in certain regions of our customers in Venezuelaoperations; and
failure to cash basis due to the downgrade of the country’s bonds by certain credit agencies, continued significant politicalensure on-going compliance with current and economic turmoilfuture laws 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 on our accounts receivable for revenue earned prior to September 30, 2017 in Other Non-Current Assets and Accounts Receivable, Net of Allowance for Uncollectible Account for these customers in Venezuela. The impact of the charge was approximately $230 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.

We will continue to monitor our Venezuelan operations and will actively pursue collection of our outstanding invoices.

Percentage-of-Completion

Revenue from certain long-term construction type contracts is reported based on the percentage-of-completion method of accounting. This method of accounting requires us to calculate contract profit to be 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, productivity and other factors are considered in the estimation process. We periodically evaluate the estimated costs, claims, change orders and percentage-of-completion at the contract level. The recording of profits and losses on long-term contracts requires an estimate of the total profit or loss over the life of each contract. This estimate requires consideration of total contract value, change orders and claims, less costs incurred and estimated costs to complete. Anticipated losses on contracts are recorded in full in the period in which they become evident. Profits are recorded 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,government regulations, including but not limited to weather, inflation, customer activity levelsenvironmental and budgeting constraints, labortax and community disruptions, timely availabilityaccounting laws, rules and regulations.

Many of materials, productivitythese factors are macro-economic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this quarterly report as anticipated, believed, estimated, expected, intended, planned or projected.

Finally, our future results will depend upon various other factors.risks and uncertainties, including, but not limited to, those detailed in our other filings with the 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.



Weatherford International plc – 2020 Form 10-K | 41
Earnings per Share



Table of Contents    Item 8 | Financial Statements and Supplementary Data
Basic earnings per shareItem 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
Financial Statement Schedule II:
Weatherford International plc – 2020 Form 10-K | 42


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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, 2020 and December 31, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for all periods presented equals net income divided by the weighted average number of our shares outstanding duringyear ended December 31, 2020 and for the period including participating securities. Diluted earnings per share is computed by dividing net income by the weighted average number of our shares outstanding duringfrom December 14, 2019 to December 31, 2019 (Successor periods), and for the period including participating securities, adjustedfrom January 1, 2019 to December 13, 2019 and for the dilutive effectyear 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 our stock options, restricted sharesthe Company as of December 31, 2020 and performance units.2019, 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.


Unvested share-based payment awards and other instrumentsWe 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, 2020, 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 19, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

New Basis of Accounting
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 have been prepared in conformity with Accounting Standards Codification Subtopic 852-10, Reorganizations, for the Successor as a new entity with assets, liabilities, and a capital structure having carrying amounts not comparable with prior periods as described in Note 3.

Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company that contain non-forfeitable rightschanged its method of accounting for leases as of January 1, 2019 due to dividends or dividend equivalents, whether paid or unpaid,the adoption of Accounting Standards Update No. 2016-02, Leases.

Basis for Opinion
These consolidated financial statements are participating securitiesthe 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.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Long-Lived Assets
As discussed in Notes 1 and 10 to the consolidated financial statements, the Company records long-lived assets at cost and reviews such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The Company groups individual assets at the lowest level of identifiable cash flows and performs an undiscounted cash flow analysis to identify assets or asset groups that may not be recoverable. A fair value assessment is
Weatherford International plc – 2020 Form 10-K | 43


Table of Contents
performed on assets or asset groups identified as not being recoverable using a discounted cash flow analysis to determine if an impairment has occurred. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset or asset group. The carrying value of long-lived assets as of December 31, 2020 included property, plant and equipment, net of $1,236 million, definite-lived intangible assets of $810 million, and operating lease right-of-use assets of $138 million. The Company recognized an impairment charge of $814 million for the year ended December 31, 2020.

We identified the valuation of certain long-lived assets to be a critical audit matter. The significant assumptions used to determine the fair value of certain asset groups, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the estimated discounted future cash flows by asset group, were challenging to test. A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those asset groups. Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s long-lived asset impairment process. This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of certain asset groups. We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for certain asset groups. We evaluated the forecasted revenues and forecasted operating margins by asset group by comparing to relevant historical results, changes in the business, and external industry data. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those asset groups’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.

Valuation of Goodwill
As discussed in Notes 1 and 11 to the consolidated financial statements, the Company performs an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in circumstances indicate that the carrying value of a reporting unit might exceed its fair value. The fair values of reporting units are determined using a combination of the income approach and the market approach. If the carrying value of a reporting unit were to exceed its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company recognized an impairment loss of $239 million during the year ended December 31, 2020 reducing the carrying value of goodwill as of December 31, 2020 to $0.

We identified the valuation of goodwill to be a critical audit matter. The significant assumptions used to determine the fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the discounted future cash flows, were challenging to test. A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those reporting units. Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s goodwill impairment process. This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units. We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for these reporting units. We evaluated the forecasted revenues and forecasted operating margins by reporting unit by comparing to relevant historical results, changes in the business, and external industry data. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those reporting units’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.

/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
Houston, Texas
February 19, 2021
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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, 2020, 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, 2020, 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, 2020 and December 31, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the year ended December 31, 2020 and for the period from December 14, 2019 to December 31, 2019 (Successor periods) and for the period from January 1, 2019 to December 13, 2019 and for the year ended December 31, 2018 (Predecessor periods), and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 19, 2021 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 computationaccompanying 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 earningsthe 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 19, 2021
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019
EndedthroughthroughYear Ended
(Dollars and shares in millions, except per share amounts)12/31/202012/31/201912/13/201912/31/2018
Revenues:
Products$1,435 $111 $1,819 $2,051 
Services2,250 150 3,135 3,693 
Total Revenues3,685 261 4,954 5,744 
Costs and Expenses:
Cost of Products1,257 100 1,685 1,887 
Cost of Services1,550 108 2,168 2,627 
Research and Development97 136 139 
Selling, General and Administrative837 45 895 894 
Impairments and Other Charges1,236 1,104 2,155 
Restructuring Charges206 189 126 
Prepetition Charges86 
Gain on Sale of Operational Assets(12)(15)
Gain on Sale of Businesses, Net(112)
Total Costs and Expenses5,171 260 6,136 7,828 
Operating Income (Loss)(1,486)(1,182)(2,084)
Other Income (Expense):
Reorganization Items(9)(4)5,389 
Interest Expense, Net(266)(12)(362)(614)
Other Expense, Net(53)(26)(59)
Income (Loss) Before Income Taxes(1,814)(15)3,819 (2,757)
Income Tax Provision(85)(9)(135)(34)
Net Income (Loss)(1,899)(24)3,684 (2,791)
Net Income Attributable to Noncontrolling Interests22 23 20 
Net Income (Loss) Attributable to Weatherford$(1,921)$(26)$3,661 $(2,811)
Basic and Diluted Loss Per Share Attributable to Weatherford$(27.44)$(0.37)$3.65 $(2.82)
Basic and Diluted Weighted Average Shares Outstanding70 70 1,004 997 





The accompanying notes are an integral part of these consolidated financial statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Net Income (Loss)$(1,899)$(24)$3,684 $(2,791)
Foreign Currency Translation(38)52 (240)
Defined Benefit Pension Activity(14)(11)12 
Interest Rate Derivative Loss
Other
Other Comprehensive Income (Loss)(52)49 (227)
Comprehensive Income (Loss)(1,951)(15)3,733 (3,018)
Comprehensive Income Attributable to Noncontrolling Interests22 23 20 
Comprehensive Income (Loss) Attributable to Weatherford$(1,973)$(17)$3,710 $(3,038)
































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

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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(Dollars and shares in millions, except par value)20202019
Assets:
Cash and Cash Equivalents$1,118 $618 
Restricted Cash167 182 
Accounts Receivable, Net of Allowance for Credit Losses of $32 at December 31, 2020
and $0 at December 31, 2019
826 1,241 
Inventories, Net717 972 
Other Current Assets349 440 
Total Current Assets3,177 3,453 
Property, Plant and Equipment, Net of Accumulated Depreciation of $367 at December 31, 2020 and $25 at December 31, 20191,236 2,122 
Goodwill239 
Intangible Assets, Net of Accumulated Amortization of $173 at December 31, 2020 and
$9 at December 31, 2019
810 1,114 
Operating Lease Right-of-Use Assets138 256 
Other Non-current Assets73 109 
Total Assets$5,434 $7,293 
Liabilities:
Short-term Borrowings and Current Portion of Long-term Debt$13 $13 
Accounts Payable325 585 
Accrued Salaries and Benefits297 270 
Income Taxes Payable185 205 
Current Portion of Operating Lease Liabilities71 79 
Other Current Liabilities471 520 
Total Current Liabilities1,362 1,672 
Long-term Debt2,601 2,151 
Operating Lease Liabilities177 213 
Other Non-current Liabilities357 341 
Total Liabilities4,497 4,377 
Shareholders’ Equity:
Ordinary Shares - Par value $0.001; Authorized 1,356, Issued and
Outstanding 70 at December 31, 2020 and 2019
Capital in Excess of Par Value2,897 2,897 
Retained Deficit(1,947)(26)
Accumulated Other Comprehensive Income (Loss)(43)
Weatherford Shareholders’ Equity907 2,880 
Noncontrolling Interests (“NCI”)30 36 
Total Shareholders’ Equity937 2,916 
Total Liabilities and Shareholders’ Equity$5,434 $7,293 
The accompanying notes are an integral part of these consolidated financial statements.

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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
(Dollars in millions)Par Value of Issued SharesCapital In Excess of Par ValueRetained Earnings (Deficit)Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling InterestsTotal Shareholders’ (Deficiency) Equity
Balance at December 31, 2017 (Predecessor)$$6,655 $(5,763)$(1,519)$55 $(571)
  Net Income (Loss)— — (2,811)— 20 (2,791)
  Other Comprehensive Loss— — — (227)— (227)
  Dividends Paid to NCI— — — — (16)(16)
  Adoption of Accounting Standard— — (97)— — (97)
  Equity Awards Granted, Vested and
Exercised
52 — — — 52 
  Other— — — (20)(16)
Balance at December 31, 2018 (Predecessor)$$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 NCI— — — — (22)(22)
   Equity Awards Granted, Vested and
Exercised
— 22 — — — 22 
   Equity Awards Vested and Cancelled
in Connection With the Plan
— 24 — — — 24 
  Other Activity— — — 
  Elimination of Predecessor Equity
Balances
(1)(6,757)5,010 1,697 (51)
  Issuance of New Ordinary Shares to
Creditors in Connection with the Plan
— 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)— (24)
  Other Comprehensive Income— — — — 
Balance at December 31, 2019 (Successor)$$2,897 $(26)$$36 $2,916 
  Net Income (Loss)— — (1,921)— 22 (1,899)
  Other Comprehensive Income— — — $(52)— (52)
  Dividends Paid to NCI— — — — (28)(28)
Balance at December 31, 2020 (Successor)$$2,897 $(1,947)$(43)$30 $937 
The accompanying notes are an integral part of these consolidated financial statements.

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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Cash Flows From Operating Activities:
Net Income (Loss)$(1,899)$(24)$3,684 $(2,791)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization503 34 447 556 
Gain on Settlement of Liabilities Subject to Compromise(4,297)
Reorganization Items(1,161)
Long-lived Asset Impairments814 20 151 
Goodwill Impairment239 730 1,917 
Inventory Charges210 159 80 
Asset Write-Downs and Other Charges60 145 62 
Employee Share-Based Compensation Expense46 47 
Gain on Sale Businesses, Net(112)
Deferred Income Tax Provision (Benefit)(5)25 (79)
Change in Operating Assets and Liabilities, Net:
Accounts Receivable378 36 (135)(70)
Inventories64 18 (215)86 
Accounts Payable(250)(79)(72)(90)
Other Assets and Liabilities, Net96 76 (11)(111)
Net Cash Provided by (Used in) Operating Activities$210 $61 $(747)$(242)
Cash Flows From Investing Activities:
Capital Expenditures for Property, Plant and Equipment$(154)$(20)$(250)$(186)
Acquisition of Assets Held for Sale(31)
Acquisitions of Businesses, Net of Cash Acquired
Acquisition of Intangible Assets(4)(1)(13)(28)
Proceeds from Divestiture of Businesses and Investments11 328 257 
Proceeds from Disposition of Assets22 84 106 
Proceeds from Bond Maturities50 
Net Cash Provided by (Used in) Investing Activities$(75)$(14)$149 $122 
Cash Flows From Financing Activities:
Borrowings of Long-term Debt$453 $$1,600 $586 
Borrowings on Debtor in Possession (“DIP”) Credit Agreement1,529 
Repayment on DIP Credit Agreement upon Emergence(1,529)
Repayments of Long-term Debt(9)(1)(318)(502)
Repayments of Short-term Debt, Net(27)(1)(347)158 
DIP Financing Fees and Payments on Backstop Agreement(137)
Deferred Consideration Payment(24)
Other Financing Activities, Net(45)(49)(74)
Net Cash Provided by (Used in) Financing Activities$348 $(2)$749 $168 
Effect of Exchange Rate Changes on Cash and Cash Equivalents(59)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash485 46 152 (11)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period800 754 602 613 
Cash, Cash Equivalents and Restricted Cash at End of Period$1,285 $800 $754 $602 
Supplemental Cash Flow Information
Interest Paid$232 $$272 $584 
Income Taxes Paid, Net of Refunds$79 $$89 $99 
The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents    Item 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 over 75 countries and have service and sales locations in oil and natural gas producing regions globally. 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 shareshare. The delisting of our ordinary shares from the New York Stock Exchange (“NYSE”) became effective on April 27, 2020. Our ordinary shares were deregistered under Section 12(b) of the Exchange Act on July 16, 2020. We continue to evaluate listing options and intend to relist our ordinary shares when our Board of Directors determines market conditions are appropriate. The Company intends to continue filing periodic reports with the Securities and Exchange Commission (“SEC”) on a voluntary basis. Our ordinary shares trade on the OTC Pink Marketplace under the ticker symbol “WFTLF”.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC for annual financial information. We consolidate all wholly owned subsidiaries and controlled joint ventures. 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 (loss) and shareholders’ equity (deficiency) were not affected by these reclassifications.

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 allowance for credit losses, inventory valuation reserves, recoverability of long-lived assets, valuation of goodwill, useful lives used in depreciation and amortization, income taxes and related valuation allowance, accruals for contingencies, actuarial assumptions to determine costs and liabilities related to employee benefit plans, 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”). 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.

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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
During bankruptcy in 2019 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 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 2019 Consolidated Statements of Operations through the Effective Date.

In accordance with ASC 852, we qualified for and adopted fresh start accounting (“Fresh Start Accounting”) on the Fresh Start Reporting Date, 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 estimated 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 Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 and for the year ended December 31, 2018 (“Predecessor Periods”). References to “Successor” relate to the Consolidated Balance Sheets of the reorganized Company as of December 31, 2020 and 2019 and Consolidated Statements of Operations for the year ended December 31, 2020 and for the period from December 14, 2019 through December 31, 2019 (“Successor Periods”) 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 Predecessor Consolidated Balance Sheet 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 Sheet as of December 13, 2019. The Company’s financial results for periods following the two-class method. Accordingly, we include our restricted share awards (“RSA”)application of Fresh Start Accounting will be different from historical trends and the outstanding warrant,differences may be material.

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 $167 million at December 31, 2020 and $182 million at December 31, 2019 primarily includes cash collateral for certain of our letters of credit facilities. At December 31, 2019, restricted cash also included cash escrowed for the payment of bankruptcy professional fees.

Allowance for Credit Losses on Accounts Receivables

We establish an allowance for credit losses based on various factors to include historical experience, current conditions and environments in which containour customers operate, the right to receive dividends,aging status and reasonable and supportable forecasts. Our customer base has generally similar collectability risk characteristics, although risk profiles can vary between larger independent customers and state-owned customers, which may have a lower risk than smaller independent customers. Provisions for credit losses are recorded based on estimated losses that customer accounts are uncollectible.

Major Customers and Credit Risk

Substantially all of our customers are engaged in the computationenergy 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 periodic credit evaluations of our customers and do not generally require collateral in support of our trade receivables. We maintain allowances for 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
Weatherford International plc – 2020 Form 10-K | 52


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
our international sales are to large international or national oil companies and these sales may result in a concentration of receivables from such companies.

As of December 31, 2020, the Eastern and Western Hemisphere accounted for 54% and 46%, respectively, of our total net outstanding accounts receivable on our Consolidated Balance Sheets. As of December 31, 2020, accounts receivable in Mexico and the U.S. accounted for 23% and 12%, respectively, of our total net outstanding account receivables. No other country accounted for more than 10% of our net outstanding accounts receivables balance. For the years ended December 31, 2020, 2019 and 2018, no individual customer accounted for more than 10% of our consolidated revenues.

Inventories

We state 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. To maintain a carrying value that is the lower of cost or net realizable value, we regularly review inventory quantities on hand and compare to estimates of future product demand, market conditions, our production requirements, and technological developments. We maintain reserves for excess, slow moving and obsolete inventory and we may periodically recognize additional charges for inventory in which we determine there is no forecasted demand.

Inventory held as of our 2019 emergence date was remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

Property, Plant and Equipment (“PP&E”)

PP&E, both basicowned and diluted earnings per shareunder finance leases, is initially stated at cost and depreciated over its estimated life. Subsequently, PP&E is measured at cost less accumulated depreciation and impairment losses. 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 EquipmentPP&E Estimated Useful Lives
Buildings and leasehold improvements10 – 40 years or lease term
Rental and service equipment3 – 10 years
Machinery and other2 – 12 years

PP&E held as of our 2019 emergence date was remeasured to fair value and new estimated useful lives were determined. Refer to Note 3 – Fresh Start Accounting for further details.
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

Goodwill and Intangible Assets

Goodwill represents the excess of consideration paid (or with respect to our 2019 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. When we have recognized goodwill on our consolidated balance sheet, we performed an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in the circumstances indicates that the carrying value of a reporting unit might exceed its fair value. The quantitative step of the goodwill impairment test involves a comparison of the fair value of each of our reporting units that have goodwill assigned with their carrying values. If the carrying value of a reporting unit’s goodwill were to exceed its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

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. Successor identifiable intangible assets are being amortized on a straight-line basis over their estimated economic lives generally ranging from five 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 diluted.we determine that a successful defense is probable.


Long-Lived Assets

Long-lived assets consisting of PP&E, intangible assets, and operating lease right-of-use assets are initially recorded at cost and reviewed whenever events or changes in circumstances indicate the carrying amount of an asset 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 are present, the Company performs an undiscounted cash flow analysis to identify if the asset or asset group may not be recoverable. A fair value assessment is performed on assets or asset groups identified as not being recoverable using a discounted cash flow analysis to determine if an impairment has occurred. 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.

Long-lived assets held as of our 2019 emergence date were remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

New Accounting Pronouncements


See “Note 5 – New Accounting ChangesPronouncements” to our Consolidated Financial Statements for additional information.


In May 2017,
Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Weatherford International plc – 2020 Form 10-K | 40


Table of Contents    Forward-Looking Statements
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 Financial Accounting Standards Board (“FASB”) issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting,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 clarifies that modification accounting is required only ifthey 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 fair value, the vesting conditions,forward-looking statements. We undertake no obligation to correct, update or the classification of a share-based payment award changesrevise 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, together with disclosures under “Part I – Item 1A. – Risk Factors”, sets forth certain risks and uncertainties relating to our forward-looking statements that may cause actual results to be materially different from our present expectations or projections:

risks associated with disease outbreaks and other public health issues, including COVID-19, their impact on the global economy and the business of our company, customers, suppliers and other partners, changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
further spread and potential for a resurgence of COVID-19 in a given geographic region and related disruptions to our business, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may be put in place to limit the spread of COVID-19, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions;
the price and price volatility of, and demand for, oil, natural gas and natural gas liquids;
member-country quota compliance within the Organization of Petroleum Exporting Countries (“OPEC”);
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;
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 access to capital markets on terms that are commercially acceptable to the Company;
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.

Many of these factors are macro-economic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this quarterly report as anticipated, believed, estimated, expected, intended, planned or projected.

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 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.

Weatherford International plc – 2020 Form 10-K | 41


Table of Contents    Item 8 | Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
Financial Statement Schedule II:
Weatherford International plc – 2020 Form 10-K | 42


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, 2020 and December 31, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the year ended December 31, 2020 and for the period from December 14, 2019 to December 31, 2019 (Successor periods), and for the period from January 1, 2019 to December 13, 2019 and for the year 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 award. Company as of December 31, 2020 and 2019, 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 electedaudited, 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, 2020, 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 19, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

New Basis of Accounting
As discussed in Notes 2 and 3 to early adopt ASU 2017-09the 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 have been prepared in conformity with Accounting Standards Codification Subtopic 852-10, Reorganizations, for the second quarterSuccessor as a new entity with assets, liabilities, and a capital structure having carrying amounts not comparable with prior periods as described in Note 3.

Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of 2017 andaccounting 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.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Long-Lived Assets
As discussed in Notes 1 and 10 to the consolidated financial statements, the Company records long-lived assets at cost and reviews such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The Company groups individual assets at the lowest level of identifiable cash flows and performs an undiscounted cash flow analysis to identify assets or asset groups that may not be recoverable. A fair value assessment is
Weatherford International plc – 2020 Form 10-K | 43


performed on assets or asset groups identified as not being recoverable using a discounted cash flow analysis to determine if an impairment has occurred. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset or asset group. The carrying value of long-lived assets as of December 31, 2020 included property, plant and equipment, net of $1,236 million, definite-lived intangible assets of $810 million, and operating lease right-of-use assets of $138 million. The Company recognized an impairment charge of $814 million for the year ended December 31, 2020.

We identified the valuation of certain long-lived assets to be a critical audit matter. The significant assumptions used to determine the fair value of certain asset groups, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the estimated discounted future cash flows by asset group, were challenging to test. A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those asset groups. Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.

The following are the primary procedures we performed to address this ASU had nocritical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s long-lived asset impairment process. This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of certain asset groups. We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for certain asset groups. We evaluated the forecasted revenues and forecasted operating margins by asset group by comparing to relevant historical results, changes in the business, and external industry data. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those asset groups’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.

Valuation of Goodwill
As discussed in Notes 1 and 11 to the consolidated financial statements, the Company performs an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in circumstances indicate that the carrying value of a reporting unit might exceed its fair value. The fair values of reporting units are determined using a combination of the income approach and the market approach. If the carrying value of a reporting unit were to exceed its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company recognized an impairment loss of $239 million during the year ended December 31, 2020 reducing the carrying value of goodwill as of December 31, 2020 to $0.

We identified the valuation of goodwill to be a critical audit matter. The significant assumptions used to determine the fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the discounted future cash flows, were challenging to test. A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those reporting units. Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s goodwill impairment process. This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units. We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for these reporting units. We evaluated the forecasted revenues and forecasted operating margins by reporting unit by comparing to relevant historical results, changes in the business, and external industry data. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those reporting units’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.

/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
Houston, Texas
February 19, 2021
Weatherford International plc – 2020 Form 10-K | 44


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, 2020, 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, 2020, 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, 2020 and December 31, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the year ended December 31, 2020 and for the period from December 14, 2019 to December 31, 2019 (Successor periods) and for the period from January 1, 2019 to December 13, 2019 and for the year ended December 31, 2018 (Predecessor periods), and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 19, 2021 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 19, 2021
Weatherford International plc – 2020 Form 10-K | 45


Table of Contents
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019
EndedthroughthroughYear Ended
(Dollars and shares in millions, except per share amounts)12/31/202012/31/201912/13/201912/31/2018
Revenues:
Products$1,435 $111 $1,819 $2,051 
Services2,250 150 3,135 3,693 
Total Revenues3,685 261 4,954 5,744 
Costs and Expenses:
Cost of Products1,257 100 1,685 1,887 
Cost of Services1,550 108 2,168 2,627 
Research and Development97 136 139 
Selling, General and Administrative837 45 895 894 
Impairments and Other Charges1,236 1,104 2,155 
Restructuring Charges206 189 126 
Prepetition Charges86 
Gain on Sale of Operational Assets(12)(15)
Gain on Sale of Businesses, Net(112)
Total Costs and Expenses5,171 260 6,136 7,828 
Operating Income (Loss)(1,486)(1,182)(2,084)
Other Income (Expense):
Reorganization Items(9)(4)5,389 
Interest Expense, Net(266)(12)(362)(614)
Other Expense, Net(53)(26)(59)
Income (Loss) Before Income Taxes(1,814)(15)3,819 (2,757)
Income Tax Provision(85)(9)(135)(34)
Net Income (Loss)(1,899)(24)3,684 (2,791)
Net Income Attributable to Noncontrolling Interests22 23 20 
Net Income (Loss) Attributable to Weatherford$(1,921)$(26)$3,661 $(2,811)
Basic and Diluted Loss Per Share Attributable to Weatherford$(27.44)$(0.37)$3.65 $(2.82)
Basic and Diluted Weighted Average Shares Outstanding70 70 1,004 997 





The accompanying notes are an integral part of these consolidated financial statements.
Weatherford International plc – 2020 Form 10-K | 46


Table of Contents
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Net Income (Loss)$(1,899)$(24)$3,684 $(2,791)
Foreign Currency Translation(38)52 (240)
Defined Benefit Pension Activity(14)(11)12 
Interest Rate Derivative Loss
Other
Other Comprehensive Income (Loss)(52)49 (227)
Comprehensive Income (Loss)(1,951)(15)3,733 (3,018)
Comprehensive Income Attributable to Noncontrolling Interests22 23 20 
Comprehensive Income (Loss) Attributable to Weatherford$(1,973)$(17)$3,710 $(3,038)
































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

Weatherford International plc – 2020 Form 10-K | 47


Table of Contents
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(Dollars and shares in millions, except par value)20202019
Assets:
Cash and Cash Equivalents$1,118 $618 
Restricted Cash167 182 
Accounts Receivable, Net of Allowance for Credit Losses of $32 at December 31, 2020
and $0 at December 31, 2019
826 1,241 
Inventories, Net717 972 
Other Current Assets349 440 
Total Current Assets3,177 3,453 
Property, Plant and Equipment, Net of Accumulated Depreciation of $367 at December 31, 2020 and $25 at December 31, 20191,236 2,122 
Goodwill239 
Intangible Assets, Net of Accumulated Amortization of $173 at December 31, 2020 and
$9 at December 31, 2019
810 1,114 
Operating Lease Right-of-Use Assets138 256 
Other Non-current Assets73 109 
Total Assets$5,434 $7,293 
Liabilities:
Short-term Borrowings and Current Portion of Long-term Debt$13 $13 
Accounts Payable325 585 
Accrued Salaries and Benefits297 270 
Income Taxes Payable185 205 
Current Portion of Operating Lease Liabilities71 79 
Other Current Liabilities471 520 
Total Current Liabilities1,362 1,672 
Long-term Debt2,601 2,151 
Operating Lease Liabilities177 213 
Other Non-current Liabilities357 341 
Total Liabilities4,497 4,377 
Shareholders’ Equity:
Ordinary Shares - Par value $0.001; Authorized 1,356, Issued and
Outstanding 70 at December 31, 2020 and 2019
Capital in Excess of Par Value2,897 2,897 
Retained Deficit(1,947)(26)
Accumulated Other Comprehensive Income (Loss)(43)
Weatherford Shareholders’ Equity907 2,880 
Noncontrolling Interests (“NCI”)30 36 
Total Shareholders’ Equity937 2,916 
Total Liabilities and Shareholders’ Equity$5,434 $7,293 
The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
(Dollars in millions)Par Value of Issued SharesCapital In Excess of Par ValueRetained Earnings (Deficit)Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling InterestsTotal Shareholders’ (Deficiency) Equity
Balance at December 31, 2017 (Predecessor)$$6,655 $(5,763)$(1,519)$55 $(571)
  Net Income (Loss)— — (2,811)— 20 (2,791)
  Other Comprehensive Loss— — — (227)— (227)
  Dividends Paid to NCI— — — — (16)(16)
  Adoption of Accounting Standard— — (97)— — (97)
  Equity Awards Granted, Vested and
Exercised
52 — — — 52 
  Other— — — (20)(16)
Balance at December 31, 2018 (Predecessor)$$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 NCI— — — — (22)(22)
   Equity Awards Granted, Vested and
Exercised
— 22 — — — 22 
   Equity Awards Vested and Cancelled
in Connection With the Plan
— 24 — — — 24 
  Other Activity— — — 
  Elimination of Predecessor Equity
Balances
(1)(6,757)5,010 1,697 (51)
  Issuance of New Ordinary Shares to
Creditors in Connection with the Plan
— 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)— (24)
  Other Comprehensive Income— — — — 
Balance at December 31, 2019 (Successor)$$2,897 $(26)$$36 $2,916 
  Net Income (Loss)— — (1,921)— 22 (1,899)
  Other Comprehensive Income— — — $(52)— (52)
  Dividends Paid to NCI— — — — (28)(28)
Balance at December 31, 2020 (Successor)$$2,897 $(1,947)$(43)$30 $937 
The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Cash Flows From Operating Activities:
Net Income (Loss)$(1,899)$(24)$3,684 $(2,791)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization503 34 447 556 
Gain on Settlement of Liabilities Subject to Compromise(4,297)
Reorganization Items(1,161)
Long-lived Asset Impairments814 20 151 
Goodwill Impairment239 730 1,917 
Inventory Charges210 159 80 
Asset Write-Downs and Other Charges60 145 62 
Employee Share-Based Compensation Expense46 47 
Gain on Sale Businesses, Net(112)
Deferred Income Tax Provision (Benefit)(5)25 (79)
Change in Operating Assets and Liabilities, Net:
Accounts Receivable378 36 (135)(70)
Inventories64 18 (215)86 
Accounts Payable(250)(79)(72)(90)
Other Assets and Liabilities, Net96 76 (11)(111)
Net Cash Provided by (Used in) Operating Activities$210 $61 $(747)$(242)
Cash Flows From Investing Activities:
Capital Expenditures for Property, Plant and Equipment$(154)$(20)$(250)$(186)
Acquisition of Assets Held for Sale(31)
Acquisitions of Businesses, Net of Cash Acquired
Acquisition of Intangible Assets(4)(1)(13)(28)
Proceeds from Divestiture of Businesses and Investments11 328 257 
Proceeds from Disposition of Assets22 84 106 
Proceeds from Bond Maturities50 
Net Cash Provided by (Used in) Investing Activities$(75)$(14)$149 $122 
Cash Flows From Financing Activities:
Borrowings of Long-term Debt$453 $$1,600 $586 
Borrowings on Debtor in Possession (“DIP”) Credit Agreement1,529 
Repayment on DIP Credit Agreement upon Emergence(1,529)
Repayments of Long-term Debt(9)(1)(318)(502)
Repayments of Short-term Debt, Net(27)(1)(347)158 
DIP Financing Fees and Payments on Backstop Agreement(137)
Deferred Consideration Payment(24)
Other Financing Activities, Net(45)(49)(74)
Net Cash Provided by (Used in) Financing Activities$348 $(2)$749 $168 
Effect of Exchange Rate Changes on Cash and Cash Equivalents(59)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash485 46 152 (11)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period800 754 602 613 
Cash, Cash Equivalents and Restricted Cash at End of Period$1,285 $800 $754 $602 
Supplemental Cash Flow Information
Interest Paid$232 $$272 $584 
Income Taxes Paid, Net of Refunds$79 $$89 $99 
The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents    Item 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 over 75 countries and have service and sales locations in oil and natural gas producing regions globally. 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. The delisting of our ordinary shares from the New York Stock Exchange (“NYSE”) became effective on April 27, 2020. Our ordinary shares were deregistered under Section 12(b) of the Exchange Act on July 16, 2020. We continue to evaluate listing options and intend to relist our ordinary shares when our Board of Directors determines market conditions are appropriate. The Company intends to continue filing periodic reports with the Securities and Exchange Commission (“SEC”) on a voluntary basis. Our ordinary shares trade on the OTC Pink Marketplace under the ticker symbol “WFTLF”.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC for annual financial information. We consolidate all wholly owned subsidiaries and controlled joint ventures. 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 (loss) and shareholders’ equity (deficiency) were not affected by these reclassifications.

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 allowance for credit losses, inventory valuation reserves, recoverability of long-lived assets, valuation of goodwill, useful lives used in depreciation and amortization, income taxes and related valuation allowance, accruals for contingencies, actuarial assumptions to determine costs and liabilities related to employee benefit plans, 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”). 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.

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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
During bankruptcy in 2019 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 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 2019 Consolidated Statements of Operations through the Effective Date.

In accordance with ASC 852, we qualified for and adopted fresh start accounting (“Fresh Start Accounting”) on the Fresh Start Reporting Date, 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 estimated 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 Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 and for the year ended December 31, 2018 (“Predecessor Periods”). References to “Successor” relate to the Consolidated Balance Sheets of the reorganized Company as of December 31, 2020 and 2019 and Consolidated Statements of Operations for the year ended December 31, 2020 and for the period from December 14, 2019 through December 31, 2019 (“Successor Periods”) 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 Predecessor Consolidated Balance Sheet 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 Sheet as of December 13, 2019. The Company’s financial results for periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.

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 $167 million at December 31, 2020 and $182 million at December 31, 2019 primarily includes cash collateral for certain of our letters of credit facilities. At December 31, 2019, restricted cash also included cash escrowed for the payment of bankruptcy professional fees.

Allowance for Credit Losses on Accounts Receivables

We establish an allowance for credit losses based on various factors to include historical experience, current conditions and environments in which our customers operate, the aging status and reasonable and supportable forecasts. Our customer base has generally similar collectability risk characteristics, although risk profiles can vary between larger independent customers and state-owned customers, which may have a lower risk than smaller independent customers. Provisions for credit losses are recorded based on estimated losses 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 periodic credit evaluations of our customers and do not generally require collateral in support of our trade receivables. We maintain allowances for 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
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
our international sales are to large international or national oil companies and these sales may result in a concentration of receivables from such companies.

As of December 31, 2020, the Eastern and Western Hemisphere accounted for 54% and 46%, respectively, of our total net outstanding accounts receivable on our Consolidated Balance Sheets. As of December 31, 2020, accounts receivable in Mexico and the U.S. accounted for 23% and 12%, respectively, of our total net outstanding account receivables. No other country accounted for more than 10% of our net outstanding accounts receivables balance. For the years ended December 31, 2020, 2019 and 2018, no individual customer accounted for more than 10% of our consolidated revenues.

Inventories

We state 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. To maintain a carrying value that is the lower of cost or net realizable value, we regularly review inventory quantities on hand and compare to estimates of future product demand, market conditions, our production requirements, and technological developments. We maintain reserves for excess, slow moving and obsolete inventory and we may periodically recognize additional charges for inventory in which we determine there is no forecasted demand.

Inventory held as of our 2019 emergence date was remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

Property, Plant and Equipment (“PP&E”)

PP&E, both owned and under finance leases, is initially stated at cost and depreciated over its estimated life. Subsequently, PP&E is measured at cost less accumulated depreciation and impairment losses. 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 EquipmentPP&E Estimated Useful Lives
Buildings and leasehold improvements10 – 40 years or lease term
Rental and service equipment3 – 10 years
Machinery and other2 – 12 years

PP&E held as of our 2019 emergence date was remeasured to fair value and new estimated useful lives were determined. Refer to Note 3 – Fresh Start Accounting for further details.
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements.Statements


In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): SimplifyingIntangible Assets

Goodwill represents the Testexcess of consideration paid (or with respect to our 2019 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 Goodwill Impairment, which eliminates Step 2impairment. When we have recognized goodwill on our consolidated balance sheet, we performed an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in the circumstances indicates that the carrying value of a reporting unit might exceed its fair value. The quantitative step of the goodwill impairment test requiring an entity to computeinvolves a comparison of the implied fair value of goodwill. Goodwill impairment will now beeach of our reporting units that have goodwill assigned with their carrying values. If the amount by whichcarrying value of a reporting unit’s carrying value exceedsgoodwill were to exceed its fair value, notan impairment loss is recognized in an amount equal to exceedthat excess, limited to the total amount of goodwill allocated to that reporting unit.

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. Successor identifiable intangible assets are being amortized on a straight-line basis over their estimated economic lives generally ranging from five 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 consisting of PP&E, intangible assets, and operating lease right-of-use assets are initially recorded at cost and reviewed whenever events or changes in circumstances indicate the carrying amount of goodwill.an asset 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 are present, the Company performs an undiscounted cash flow analysis to identify if the asset or asset group may not be recoverable. A fair value assessment is performed on assets or asset groups identified as not being recoverable using a discounted cash flow analysis to determine if an impairment has occurred. 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.

Long-lived assets held as of our 2019 emergence date were remeasured to fair value. Refer to Note 3 – Fresh Start Accounting for further details.

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.

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 electeda 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
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Table of Contents    Item 8 | Notes to adoptthe Consolidated Financial Statements
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”) and currency devaluation charges, when incurred, in “Other Income (Expense), Net” on the accompanying Consolidated Statements of Operations.

Share-Based Compensation

We account for all share-based payment awards, including shares issued under 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

We account for taxes under the asset and liability method. 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.

Effective January 1, 2019, we adopted ASU 2017-04No. 2016-02, Leases (Topic 842). Upon adoption, 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, 20172019. 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 certain equipment leases, such as copiers and vehicles, we account for the adoptionleases under a portfolio method. Operating lease payments include related options to extend or terminate lease terms that are reasonably certain of thisbeing 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.

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.

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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
Revenue Recognition

We account for revenue in accordance with ASU has no impact2014-09, Revenue from Contracts with Customers (Topic 606), and all of the 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. The majority of our revenue is derived from short term contracts. 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.

The unmanned equipment that we lease to customers under 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. We include revenue from these leases within “Services Revenue” on our Consolidated Statement of Operations.

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 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 on service contracts but not billed in which the rights to consideration are conditional and would be classified as contract assets. We may also have contract liabilities and defer revenues for certain product sales that are not distinct from their installation.

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. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Generally, 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 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. 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 customer has obtained control of the 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 product or service is separately
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements.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 resultingidentifiable from share-based payments be presented as operating activitiesother items in the statementcontract 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 Completion and Production product line), we estimate standalone selling prices using the adjusted market assessment approach. Costs of relocating equipment without contracts are expensed as incurred.


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.

Under certain contracts, we may incur rebillable expenses including shipping and handling, third-party inspection and repairs, and customs costs and duties. If reimbursable by customers we recognize the revenue associated with these rebillable expenses 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 these warranties.

Earnings (Loss) per Share

Basic earnings (loss) per share for all periods presented equals net income (loss) divided by the weighted average shares outstanding during the period including participating securities. Diluted earnings (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including participating securities and any potential dilutive shares, when applicable.

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.

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. 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 the Cases, and the creditors’ rights of enforcement in respect of the unsecured notes and other accelerated obligations of the Weatherford Parties were subject to the applicable provisions of the Bankruptcy Code. In addition, all of the Weatherford
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
Parties’ prepetition unsecured senior notes and related unpaid interest were classified as “Liabilities Subject to Compromise” on our 2019 Consolidated 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”.

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 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”) with respect to certain defaults under the A&R Credit Agreement, including those arising from the Weatherford Parties’ commencement of the Cases.

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. 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. 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
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
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 flows.to 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.

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 the Consenting Creditors. The DIP Credit Agreement matured on the date of completion of the Transaction.

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, the guidance allows entitiesCompany cash collateralized approximately $271 million of letters of credit and similar instruments with borrowings from the DIP Credit Agreement. 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 to a taxing authority on an employee’s behalf for shares withheld be presented as financing activitiesunsecured notes in aggregate principal amount of $2.5 billion previously contemplated by the original RSA.

On September 11, 2019, the Transaction was approved through the confirmation of the Plan filed in the statementCases.

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


We adopted ASU 2016-09Our existing unsecured notes were cancelled and exchanged for 99% of the ordinary shares of the reorganized Company (“New Common Stock”) and the Weatherford Parties issued 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 first quarterBackstop Commitment Agreement) issued for cash to holders of 2017. We prospectively adoptedsubscription 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 changes requiring all tax effects relatedCompany whether arising prior to share-based payments to be recorded throughor after the income statement and all tax related cash flows from share based payments to be presented as operating activitiescommencement of the Cases were paid in the statement of cash flows. There is no cumulative effect as there is no impact from unrecognized excess tax benefits or minimum withholding requirements and prior periods have not been adjusted. We have also made an entity-wide accounting policy election to continue to estimate forfeitures 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 to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling pricefull in the ordinary course of business, less reasonably predictable costbusiness.

Our existing equity was cancelled and exchanged for 1% of completion, disposal,the New Common Stock and transportation. We adopted ASU 2015-11four-year warrants to purchase 10% of the New Common Stock, both subject to dilution on account of the equity issued pursuant
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
to the management incentive plan. The strike price of the warrants was set at an equity value at which the noteholders received 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 facilities without disruption to customers, vendors, partners or employees.

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 first quarterU.S. The filing of 2017 prospectivelythe 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 nothe applicable provisions of the Bankruptcy Code, orders of the Bankruptcy Court, the Irish Examinership Proceeding and the Bermuda Proceeding.

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;
(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;
(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 – Borrowings and Other Debt Obligations”;
(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 14 – Borrowings and Other Debt Obligations;
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
(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 14 – 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 were realized or incurred before July 1, 2019 and in relation to the Cases are recorded under the caption “Prepetition Charges” on our 2019 Predecessor Consolidated Statements of Operations. The $86 million of prepetition charges primarily consisted of professional and other fees related to the Cases.

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:
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year Endedthroughthrough
Reorganization Gain (Expense) (Dollars in millions)12/31/202012/31/201912/13/2019
Gain on Settlement of Liabilities Subject to Compromise$$$4,297 
Fresh Start Valuation Adjustments1,434 
Reorganization Items for Plan Effects (Non-Cash)5,731 
Unamortized Debt Issuance and Discount$$$(128)
Unamortized Interest Rate Derivative Loss(8)
Reorganization Items (Non-Cash)(136)
Backstop Commitment Fees$$$(81)
DIP Financing Fees(56)
Professional Fees(9)(4)(69)
Reorganization Fees(9)(4)(206)
Total Reorganization Items$(9)$(4)$5,389 
Reorganization Items (Fees) Unpaid$$30 $30 
Reorganization Items (Fees) Paid$39 $$176 
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Table of Contents    Item 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 Predecessor Senior and Exchangeable Senior Notes subsequent to the commencement of the Cases.



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Table of Contents    Item 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 than 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 estimated 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 were dependent upon achieving the future financial results set forth in our valuations, as well as the realization of certain other
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the financial projections, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, upon emergence we could not assure that the estimates, assumptions, valuations or financial projections would 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.

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 raw materials and 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%.

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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
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%.

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.
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
As of December 13, 2019
Fresh Start
ReorganizationAccounting
(Dollars in millions)PredecessorAdjustments (1)AdjustmentsSuccessor
Assets:
  Cash and Cash Equivalents$641 $(148)(2)$$493 
  Restricted Cash398 (137)(3)261 
  Accounts Receivable, Net1,274 1,274 
  Inventories, Net1,071 (84)(17)987 
  Other Current Assets494 (4)(4)(14)(18)476 
Total Current Assets3,878 (289)(98)3,491 
  Property, Plant and Equipment, Net1,838 289 (19)2,127 
  Goodwill239 (20)239 
  Intangible Assets, Net166 957 (21)1,123 
  Other Non-current Assets336 25 (5)27 (22)388 
Total Assets$6,218 $(264)$1,414 $7,368 
Liabilities:
  Debtor in Possession Financing$1,528 $(1,528)(6)$$
  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 Shares(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 
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Table of Contents    Item 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.
Accrual of Deferred Financing Fees on the Exit Credit Agreements
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)
Weatherford International plc – 2020 Form 10-K | 67


Table of Contents    Item 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$24 
Cancellation of Predecessor Ordinary Shares
Issuance of New Ordinary Shares to Prior Ordinary Share Holders(29)
Issuance of New Warrant to Prior Ordinary Share Holders$(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 ValuePredecessor Historical Value
Raw Materials, Components and Supplies78 $78 
Work in Process51 55 
Finished Goods858 938 
  Totals$987 $1,071 
Weatherford International plc – 2020 Form 10-K | 68


Table of Contents    Item 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 ValuePredecessor 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 ValuePredecessor Historical Value
Developed and Acquired Technology$728 $74 
Trade Name395 
Customer Relationships and Contracts39 
Other53 
  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.

Weatherford International plc – 2020 Form 10-K | 69


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
4. Impairments and Other Charges

We recorded the following in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations:
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019
EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Long-lived Asset Impairments$814 $$20 $151 
Goodwill Impairment239 730 1,917 
Inventory Charges138 117 
Asset Write-downs and Rigs Related Charges11 132 58 
Other Charges, Net34 105 29 
Total Impairment and Other Charges$1,236 $$1,104 $2,155 

We recognized long-lived asset and goodwill impairments as further described in “Note 10 – Long-Lived Asset Impairments” and “Note 11 – Goodwill and Intangible Assets”, respectively and inventory charges as further described in “Note 7 – Inventories, Net”. See also “Note 8 – Business Combinations and Divestitures.”


5. New Accounting Pronouncements

Accounting Standards Adopted

On January 1, 2020, we adopted Financial Accounting Standards Board Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology in previous U.S. GAAP with a methodology (Current Expected Credit Losses model, or CECL) that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. We estimate expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our customer base has generally similar collectability risk characteristics, although risk profiles can vary between larger independent customers and state-owned customers, which may have a lower risk than smaller independent customers. 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 adoption of this standard update did not have a material impact on our 2020 Consolidated Financial Statements.


Accounting Standards Issued Not Yet Adopted


In July 2017, the FASBEvaluations of all other new accounting pronouncements that have been issued, ASU 2017-11, which amends the accounting for certain equity-linked financial instrumentsbut not yet effective are on-going, 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 common shareholders in basic earnings per share. The ASU is effective beginning with the first quarter of 2019, and early adoption is permitted. The ASU is required to be applied retrospectively to outstanding instruments. Weatherford has evaluated the impact that this new standard will have on our Consolidated Financial Statements and concluded 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 istime are not expected to have a material impact on 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.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which eliminates a current exception in U.S. GAAP to the recognition of the income tax effects 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 will have 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 Combinations and Divestitures

Acquisitions

From time to time, we acquire businesses we believe are important to our long-term strategy. Results of operations for acquisitions are included in the accompanying Consolidated Statements of Operations from the date of acquisition. The purchase price for the acquisitions is allocated to the net assets acquired based upon their estimated fair values at the date of acquisition. We did not complete any material acquisitions during the year ended December 31, 2017 or 2016.

Divestitures

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 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 applied to reduce outstanding indebtedness.

The carrying amounts of the major classes of assets of U.S. pressure pumping and pump-down perforating divested are as follows:
Weatherford International plc – 2020 Form 10-K | 70
  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



Held for Sale

During the fourth quarter of 2017, we committed to a plan to divest our land drilling rigs assets. As such, we reclassified the carrying amounts of the assets we plan to divest as held for sale as of December 31, 2017, which include $276 million of PP&E and other assets and $64 million of inventory. As of December 31, 2017, we also had $19 million of other PP&E held for sale.





3. Restructuring Charges

Due to 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 $62 million and restructuring related asset charges of $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.
The following tables present the components of the restructuring charges by segment and plan for the years ended December 31, 2017, 2016 and 2015.
 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

We account for our long-term early production facility construction contracts 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, 2017 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 million 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 $6 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 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. The loss on sale of accounts receivable was immaterial for all periods. The following table presents accounts receivable sold and the cash proceeds, net of discount and hold-back.

SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Accounts Receivable Sold$90 $$199 $382 
Cash Proceeds from Sale of Accounts Receivable$79 $$186 $373 
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 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, 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.

7. Inventories, Net


Inventories, net of reserves of $119 million and $0 as of December 31, 2020 and December 31, 2019, respectively, by category were as follows:
 December 31,
(Dollars in millions)20202019
Finished Goods$655 $830 
Raw Materials, Components and Supplies62 142 
Total Inventory$717 $972 
 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 processDuring the 2020 and finished goods inventories include cost of materials, labor2019 Successor Periods and manufacturing overhead. During 2017, 2016the 2019 and 2015, we2018 Predecessor Periods, inventory charges were $210 million, $0, $159 million and $80 million, respectively. Inventory charges recognized inventory write-off and other related charges, includingincluded write-downs for excess and obsolete totaling $540 million, $269 million and $244 million, respectively. These charges were largely attributable to downturn in the oil and gas industry, where certain inventory has been deemedconsidered commercially unviable or technologically obsolete considering current and future demand.

8.  Long-Lived Asset Impairments

Indemand, as a result of the fourth quarter of 2017, we recognized long-lived asset impairments of $928 million, of which $923 million was related to PP&E impairmentsvolatility in oil and $5 million was related togas commodity demand, 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 recoveryand in 2020, the impact of the COVID-19 pandemic. These charges were recognized in the following captions on our Consolidated Statements of Operations:
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Inventory Charges in “Impairments and Other Charges”$138 $$117 $
Inventory Charges in “Cost of Products”57 18 80 
Inventory Charges in “Restructuring Charges”15 24 
Total Inventory Charges$210 $$159 $80 
Weatherford International plc – 2020 Form 10-K | 71


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
8. Business Combinations and Divestitures

Acquisitions

We did not have any acquisitions of businesses during the years ended December 31, 2020 or 2019.

In the 2018 Predecessor Period we acquired the remaining 50% equity interest in our Qatari joint venture that we previously consolidated and accounted for as an equity method investment. The total consideration to purchase the remaining equity interest was not as strong as expected$87 million, which is comprised of a cash consideration of $72 million ($48 million in the year of closing and whose recovery in subsequent quarters was slower than had previously been anticipated. The$24 million deferred consideration to be paid two years from closing) and an estimated contingent consideration of $15 million related to services the Qatari entity will render under new contracts. 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 in the expectations2018 Predecessor Period. We paid the $24 million deferred consideration in the 2020 Successor Period.

Divestitures

We did not have any significant divestitures of businesses during the Successor year ended December 31, 2020.

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.

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.

In the 2019 Predecessor Period, we completed the final closings in a series of closings pursuant to the purchase and sale agreements entered into with ADES International Holding Ltd. 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. In the 2018 Predecessor Period, we received gross proceeds of $216 million and recognized a loss of $9 million after recognizing asset write-down charges of $58 million for deferred mobilization costs and other rigs related assets as such costs were no longer recoverable. The carrying amount of the market’s recovery,assets and liabilities sold in addition2018 totaled $253 million and $36 million, respectively, to successive negative operatinginclude PP&E, inventory, accounts receivable and other assets and liabilities. In the 2019 Predecessor Period we received the remaining gross proceeds of $72 million and recognized a loss of $6 million. The carrying amounts of net assets divested during the 2019 Predecessor Period was $66 million. We divested several of our remaining rig assets through separate asset sale agreements throughout 2019.

In the 2018 Predecessor Period, 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. During 2018, we also completed the sale of an equity investment in a joint venture for $12.5 million and recognized a gain of $3 million.

See “Note 10 – Long-Lived Asset Impairments” for further details related to impairments and those specific to our land drilling rigs assets.


Weatherford International plc – 2020 Form 10-K | 72


9. Property, Plant and Equipment, Net

Property, plant and equipment, net was composed of the following:
 December 31,
(Dollars in millions)20202019
Land, Buildings and Leasehold Improvements$515 $571 
Rental and Service Equipment869 1,296 
Machinery and Other219 280 
1,603 2,147 
Less: Accumulated Depreciation367 25 
  Property, Plant and Equipment, Net$1,236 $2,122 

Depreciation expense was $340 million, $25 million, $386 million, and $493 million for the 2020 and 2019 Successor Periods and the 2019 and 2018 Predecessor Periods, respectively.

See “Note 10 – Long-Lived Asset Impairments” for additional information on property, plant and equipment impairments.

10. Long-Lived Asset Impairments

The unprecedented global economic and industry conditions attributable to the COVID-19 pandemic resulting in the significant volatility in the energy industry impacting the demand for our products and services were identified as long-lived asset impairment indicators. As a result, we performed impairment assessments quarterly in 2020 through analysis of the undiscounted cash flowsflow of our asset groups, which include property, plant and equipment, definite-lived intangible assets, goodwill and right of use assets. As of March 31, 2020, and as of June 30, 2020, we identified that impairment occurred in certain asset groups representedand with the assistance of third-party valuation advisors we determined the fair value of those asset groups. Based on our impairment tests, we determined the carrying amount of certain long-lived asset groups exceeded their respective fair values and we recognized $814 million of long-lived asset impairments in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations.

The fair values of certain of our long-lived asset groups were determined using discounted cash flow or Level 3 fair value analyses. The income approach required significant assumptions to determine the fair value of an indicator that those assets will no longer be recoverable over their remaining useful lives.asset or asset group including the estimated discounted future cash flows, specifically the forecasted revenue, forecasted operating margins and the discount rate. The table below details the Successor long-lived asset impairments by asset and segment recognized for the year ended December 31, 2020.
(Dollars in millions)Western HemisphereEastern HemisphereTotal
Property, Plant and Equipment$316 $255 $571 
Intangible Assets43 112 155 
Right of Use Assets56 32 88 
Total Impairment Charges$415 $399 $814 

We recognized long-lived asset impairments of $20 million for the 2019 Predecessor Period to write-down our land drilling rigs in our Western Hemisphere segment totaling $13 million and Eastern Hemisphere totaling $7 million.

During 2018, we recognized long-lived asset impairments of $151 million ($46 million in our Western Hemisphere and $105 million in our Eastern Hemisphere segments) to write-down our land drilling rigs assets. See “Note 148 – Business Combinations and Divestitures” and “Note 15 – Fair Value of Financial Instruments, Assets and Equity Investments”Other Assets” for additional information regarding the fair value determination used in the impairment calculation.more details.


During 2016, we recognized long-lived asset impairment charges of $436 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 equipment in our Pressure Pumping, Drilling Tools, and Wireline assets in the Western Hemisphere and $255 million related to our land drilling rigs product line assets 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 decline in the utilization of our assets. The decline in oil prices and its impact on demand represented a significant adverse change in the business climate and an indication that these long-lived assets may not be recoverable. Based

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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements


on11. Goodwill and Intangible Assets

Successor Goodwill Recognition and Impairment

As a result of Fresh Start Accounting, we recognized $239 million of goodwill in our Middle East and North Africa (“MENA”) and Russia, Turkmenistan and Kazakhstan (“Russia”) reporting units. During the presencefirst half of 2020 we identified the impairment indicators we performed an analysisas discussed in “Note 10 – Long-Lived Asset Impairments” that triggered interim quantitative goodwill assessments as of these asset groupsMarch 31, 2020 and recorded long-lived asset impairment charges to adjust the assets to fair value.

June 30, 2020. The fair valuevalues of our drilling tools, pressure pumping, and wireline assetsreporting units were estimateddetermined using a combination of the income approach the cost approach, and the market approach. See “Note 14 – Fair Value of Financial Instruments, Assets and Equity Investments”approach for additional information regardingcomparable companies in our industry, a Level 3 fair value analysis. Determining the fair value determination.of the reporting units requires management to develop significant judgments, including estimating discounted future cash flows by reporting unit, specifically forecasted revenue, forecasted operating margins and discount rates. We determined that the fair value of our reporting units were less than their carrying values and as a result of our impairment tests, we fully impaired our goodwill in the MENA and Russia reporting units as presented in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations.


9.  Goodwill

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, 20172020 and 2016,2019, are presented in the following table.
(Dollars in millions)Western HemisphereEastern HemisphereTotal
Balance at December 31, 2018 (Predecessor)$494 $219 $713 
Impairment(508)(222)(730)
Reclassification from assets held for sale
Foreign currency translation10 13 
Balance at December 13, 2019 (Predecessor)
  Fresh Start Accounting Valuation239 239 
Balance at December 31, 2019 (Successor)$$239 $239 
  Impairment$$(239)$(239)
Balance at December 31, 2020 (Successor)$$$
Predecessor Period Goodwill Impairments and Assessment Factors

The Predecessor impairment indicators during 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 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 quickly and significantly reduce our cost structure under our restructuring plans savings.

In the 2019 Predecessor Period, our goodwill impairment tests indicated that goodwill for all our reporting units in the Western Hemisphere and Eastern Hemisphere were impaired and as a result we incurred a goodwill impairment charge of $730 million. In 2018, our annual 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, of which $1.4 billion was related to our Western Hemisphere segment and $537 million was related to our Eastern Hemisphere segment.

The cumulative impairment loss for goodwill was $239 million for the Successor and $3.4 billion for Predecessor periods.
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Table of Contents    Item 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:

 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
December 31, 2020
GrossNet
CarryingAccumulatedIntangible
(Dollars in millions)AmountAmortizationAssets
Developed and Acquired Technology$588 $(132)$456 
Trade Names395 (41)354 
Totals$983 $(173)$810 
December 31, 2019
GrossNet
CarryingAccumulatedIntangible
(Dollars in millions)AmountAmortizationAssets
Developed and Acquired Technology$728 $(7)$721 
Trade Names395 (2)393 
Totals$1,123 $(9)$1,114 

Additions to intangible assets were $16We recognized an impairment of $155 million of our developed and $11 million foracquired technology in “Impairments and Other Charges” on the yearsaccompanying Consolidated Statements of Operations during the Successor year ended December 31, 2017 and 2016, respectively. During 2016, we recognized $48 million of license and patent impairment charges related to the Well Construction and Completions businesses.2020.


Amortization expense was $52$163 million $60 million and $88 million forin the yearsSuccessor year ended December 31, 2017, 20162020, $9 million in the 2019 Successor Period, $61 million in the 2019 Predecessor Period and 2015, respectively. Future estimated$63 million in the Predecessor year ended December 31, 2018. Based on the carrying value of intangible assets at December 31, 2020, amortization expense for the carrying amount of intangible assets as of December 31, 2017subsequent five years is expected to beestimated as follows (dollars in millions): 
PeriodAmount
2021$157 
2022157 
2023157 
2024144 
202540 


Weatherford International plc – 2020 Form 10-K | 75
PeriodAmount
2018$48
201942
202032
202120
202213




Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

12. Restructuring Charges
11.  Equity Investments

In response to the impact of our business from the COVID-19 pandemic and the significant and sudden changes in oil and gas prices, we have continued to develop and execute on plans to rationalize and restructure our business and right-size our operations and personnel. Additional charges with respect to our ongoing cost reduction actions may be recognized in subsequent periods.
Our equity investments
The following table presents restructuring charges for the Successor and Predecessor Periods.
SuccessorPredecessor
Period FromPeriod From
Year12/14/201901/01/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Severance Charges$132 $$53 $61 
Facility Exit Charges10 99 61 
Inventory Charges15 24 
Property, Plant and Equipment40 13 
Right of Use and Other Assets
Total Restructuring Charges$206 $$189 $126 

The following table presents total restructuring charges by reporting segment and Corporate for the Successor and Predecessor Periods.
SuccessorPredecessor
Period FromPeriod From
Year12/14/201901/01/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Western Hemisphere$101 $$84 $27 
Eastern Hemisphere52 50 45 
Corporate53 55 54 
Total Restructuring Charges$206 $$189 $126 

The following table presents total restructuring accrual activity for the periods presented. Restructuring charges in unconsolidated affiliates were $62 millionthe table below exclude restructuring related asset charges.

(Dollars in millions)Accrued Balance at Beginning of PeriodChargesCash Payments
Other
Accrued Balance at End of Period
Successor Year Ended December, 31, 2020$66 $142 $(137)$(18)$53 
Successor Period - 2019$66 $$$$66 
Predecessor Period - 2019$59 $152 $(120)$(25)$66 
Predecessor Year Ended December 31, 2018$61 $120 $(109)$(13)$59 


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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
13. Leases

We lease certain facilities, land, vehicles, and $66equipment. 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.

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 under 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.
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019
Endedthroughthrough
(Dollars in millions)12/31/202012/31/201912/13/2019
Lease Expense Components:
Operating Lease Expense$76 $$109 
Short-term and Variable Lease Expense63 91 
  Subtotal of Operating Lease Expense$139 $10 $200 
Finance Lease Expense: Amortization of ROU Assets and Interest on Lease Liabilities15 11 
Sublease Income(6)(1)(6)
  Total Lease Expense$148 $10 $205 

Lease expense incurred under operating leases was $187 million for the years ended December 31, 2017 and 2016, respectively. Equity in losses of unconsolidated affiliates for thePredecessor year ended December 31, 2017 totaled $3 million2018.

We are committed under various operating lease agreements primarily related to office space and equityequipment. 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:
OperatingFinance
(Dollars in millions)LeasesLeases
Maturity of Lease Liabilities as of December 31, 2020:
2021$91 $14 
202269 12 
202339 12 
202428 11 
202522 11 
After 2025131 14 
Total Lease Payments380 74 
Less: Interest132 17 
Present Value of Lease Liabilities$248 $57 

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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year Endedthroughthrough
(Dollars in millions except years and percentages)12/31/202012/31/201912/13/2019
Other Supplemental Information:
Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash outflows from operating leases$101 $$131 
  Operating cash outflows from finance leases$$$
  Financing cash outflows from finance leases$$$
ROU assets obtained in exchange of new operating lease liabilities$37 $$59 
ROU assets obtained in exchange of new finance lease liabilities$$$
Loss on sale leaseback transactions (short-term) (a)
$$$34 
December 31, 2020December 31, 2019
Weighted-average remaining lease term (years)
  Operating leases8.17.8
  Finance leases5.96.7
Weighted-average discount rate (percentages)
  Operating leases9.6 %9.2 %
  Finance leases9.1 %9.1 %
(a) Included in earnings“Impairments and Other Charges” in our Consolidated Statements of unconsolidated affiliates for the years ended December 31, 2016Operations 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,“Other Assets and Equity Investments” for additional information regardingLiabilities, Net” in our Consolidated Statements of Cash Flows.


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Table of Contents    Item 8 | Notes to the fair value determination.Consolidated Financial Statements

12.  Short-term14. Borrowings and Other Debt Obligations


Our short-term borrowings and current portion of long-termTotal debt consistscarrying values consisted of the followings:following:
 December 31,
(Dollars in millions)20202019
Finance Lease Current Portion$$10 
Other Short-term Financing Arrangements
Short-term Borrowings$13 $13 
11.00% Exit Notes due 2024$2,098 $2,097 
8.75% Senior Secured Notes due 2024455 $
Finance Lease Long-term Portion48 $54 
Long-term Debt$2,601 $2,151 
 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


Exit Notes
Revolving Credit Facility
On December 13, 2019, 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 accrues at the rate of 11.00% per annum and Secured Term Loan Agreementis payable semiannually in arrears on June 1 and December 1. We commenced interest payments thereunder on June 1, 2020.


At any time prior to December 31, 2017, we had total commitments under our revolving credit facility (the “Revolving Credit Agreement”) maturing1, 2021, the Company may redeem the Exit Notes, in Julywhole or in part, at a redemption price equal to the sum of 2019(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 $1.0 billionthe 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 borrowingsafter December 1, 2021, the Company may redeem all or part of $375the 11.00% Exit Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 105.5% for the twelve-month period beginning on December 1, 2021; (ii) 102.75% for the twelve-month period beginning on December 1, 2022; and (iii) 100% 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 under our secured term loan agreement (the “Term Loan Agreement” and collectively with the Revolving Credit Agreement, the “Credit Agreements”) maturing in July of 2020. At December 31, 2017, we had $890 million available for borrowing under the Credit Agreements as summarized in the following table:
(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 Credit Agreements are subject to varying rates of interest based on whether the loan is a Eurodollar loan or an alternate base rate loan. We also incur a quarterly facility fee on theaggregate principal amount of the Revolving11.00% Exit Notes at a redemption price of 103% 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 Agreement. See “Note 13 – Long-term Debt”Agreements on a full and unconditional basis.

Senior Secured Notes

On August 28, 2020, Weatherford International Ltd., for information related toas issuer, Weatherford International plc and Weatherford International, LLC, as guarantors, and the other subsidiary guarantors party thereto, entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, and issued the Senior Secured Notes in an aggregate principal amount of $500 million. Interest on the Senior Secured Notes accrues at the rate of 8.75% per annum and is payable semiannually in arrears on March 1 and September 1, commencing on March 1, 2021. Proceeds from the issuance were reduced by a purchase commitment discount of $25 million and a commitment fee of $15 million. These debt issuance costs along with legal and other direct costs are presented as a contra-liability of the carrying amount of the debt liability and will be recognized using the effective interest rate applicable formethod over the Term Loan Agreement.term of the debt in “Interest Expense, Net” on our Consolidated Financial Statements.


Eurodollar Loans. Eurodollar loans bear interest atThe Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by the Eurodollar rate, which is LIBOR, plusCompany’s material
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Table of Contents    Item 8 | Notes to the applicable margin. The applicable margin for Eurodollar loansConsolidated Financial Statements
domestic subsidiaries, certain material foreign subsidiaries, and in the future by other subsidiaries that guarantee its obligations under the RevolvingLC 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.or other material indebtedness. 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, the interest rate for the Revolving Credit Agreement was LIBOR plus a margin rate of 2.80%. See “Note 13 – Long-term Debt” for the interest rate details for the Term Loan Agreement. Borrowings under our Revolving Credit Agreement may be repaid from time to time without penalty. Obligations under the Term Loan AgreementSenior Secured Notes are secured by substantially all of our assets. In addition, obligations under the assets of the Company and the guarantors (on an effectively first-priority basis with respect to the priority collateral for the Senior Secured Notes, and on an effectively second-priority basis with respect to the priority collateral for the LC Credit Agreements are guaranteed by a material portion of our subsidiaries.



Our Credit Agreements contain covenants including, among others, the following:
a prohibition against incurring debt,Agreement, in each case, subject to permitted exceptions;liens).
a restriction
LC Credit Agreement

On December 13, 2019, pursuant to the terms of the Plan, we entered into the LC Credit Agreement in an aggregate amount of $195 million maturing on creating liensJune 13, 2024 with the lenders party thereto and Deutsche Bank Trust Company Americas as administrative agent. The LC Credit Agreement is used for the issuance of bid and performance letters of credit of the Company and certain of its subsidiaries. On August 28, 2020, we amended the LC Credit Agreement to, among other things, increase the aggregate commitments to $215 million, modify the maturity date to May 29, 2024 and reduce the minimum liquidity covenant from $200 million to $175 million. At December 31, 2020, we had approximately $167 million in outstanding letters of credit under the LC Credit Agreement and availability of $48 million. Our unamortized issuance costs at December 31, 2020 was $12 million and is recognized over the term of the agreement in “Other Expense, Net” on our Consolidated Financial Statements.

As of December 31, 2020, we had $338 million of letters of credit outstanding, consisting of the $167 million mentioned above under the LC Credit Agreement and another $171 million under various uncommitted facilities (of which there was $164 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets).

The outstanding amount of each letter of credit under the LC Credit Agreement bears 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.
The LC Credit Agreement is secured by substantially all the personal assets and properties of the assetsCompany and certain of our operatingits subsidiaries (including a first lien on the priority collateral for the LC Credit Agreement and a second lien on the priority collateral for Senior Secured Notes, in each case, subject to permitted exceptions;liens). The LC Credit Agreement is also guaranteed on an unsecured basis by certain other subsidiaries of the Company.
restrictions
ABL Credit Agreement

On the Effective Date pursuant to the terms of the Plan, the Company entered into the ABL credit agreement in an aggregate amount of $450 million with the lenders party thereto and Wells Fargo Bank, N.A. as administrative agent. On August 28, 2020, we issued $500 million of 8.75% Senior Secured Notes due 2024 (“Senior Secured Notes”) and terminated the ABL Credit Agreement. At the time of termination, there were no loan amounts outstanding under the ABL Credit Agreement, and all outstanding letters of credit thereunder were either cash collateralized or transferred to issuing banks under the LC Credit Agreement, described above. Upon termination of the ABL Credit Agreement, we recorded $15 million of unamortized deferred debt issuance costs in “Interest Expense, Net” on our Consolidated Financial Statements. At December 31, 2019, the Company did 0t have any borrowings under the ABL Credit Agreement.

Covenants for the Exit and Senior Secured Notes and LC Credit Agreement

The indentures governing the Exit Notes and Senior Secured Notes contain covenants that limit, among other things, our ability and the ability of certain of our 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 our subsidiaries; transfer or sell assets; create liens; enter into transactions with affiliates; and enter into mergers or asset dispositions;
restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business;consolidations. The Company is subject to a $175 million minimum liquidity covenant under our amended LC Credit Agreement and
maintenance of the following financial covenants, with terms Senior Secured notes and, as defined in the applicable documents, Weatherford had available liquidity of $928 million as of December 31, 2020. Under our amended LC 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, the Company is also subject to a minimum secured liquidity (or cash in controlled accounts) covenant of $125 million. Our secured liquidity was $779 million at December 31, 2020. As of December 31, 2020, we were in compliance with the covenants of the indentures governing the Exit Notes and Senior Secured Notes and the LC Credit Agreement.
Our Credit Agreements contain
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
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
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 Indentures also provides for certain customary events of default, including, ouramong others, nonpayment of principal or interest, failure to comply withpay 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 financial covenants described above. Asprincipal, premium, if any, interest and other monetary obligations on all the then outstanding Senior Secured Notes and Exit Notes to be declared due and payable immediately.

The following is a summary of December 31, 2017,scheduled debt maturities by year:
(Dollars in millions)
2021$13 
2022
2023
20242,608 
2025
Thereafter16 
Total Debt Maturities$2,661 
Unamortized Debt Issuance and Discount$(47)
Total Debt Carrying Value$2,614 

Predecessor Debt

Prior Credit Agreements

During our bankruptcy proceedings, we were in compliance with these financial covenants.

Other Short-Term Borrowings and Other Debt Activity

In June 2017, we repaid $88 million of our 6.35% Senior Notes on the maturity date. In 2016, we repaid $180 million, with a LIBOR-based weighted average interest rate of 1.95%, borrowed under ahad an unsecured senior revolving credit agreement that matured in the first half of 2016 and our 5.50% senior notes with(the “A&R Credit Agreement”), a principal balance of $350 million.

We have short-term borrowings with various domestic and international institutions pursuant to uncommitted credit facilities. At December 31, 2017, we had $11 million in short-term borrowings under these arrangements. In addition, we had $375 million of letters of credit under various uncommitted facilities and $110 million of letters of credit under theSecured Second Lien 364-Day Revolving Credit Agreement. At December 31, 2017, we have cash collateralized $82 million of our letters of credit, which is included in “CashAgreement (the “364-Day Credit Agreement”) and Cash Equivalents” ina Term Loan Agreement, collectively referred to as the accompanying Consolidated Balance Sheets. We have $15 million of surety bonds, primarily performance bonds, issued by financial sureties against an indemnification“Prior Credit Agreements.” See “Note 2 – Emergence from us at December 31, 2017.Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for further details.

At December 31, 2017, the current portion of long-term debt was primarily related to $66 million of our 6.00%Predecessor Senior and Exchangeable Senior Notes due March 2018,

Prior to the $50 million current portion of our secured term loan and $21 million of the current portion of capital leases and other debt.



13. Long-term Debt

We havePetition Date, we issued various senior notes and an exchangeable senior note, all of which rankranked equally with our existing and future senior unsecured indebtedness, which havehad semi-annual interest payments and no sinking fund requirements. Our Long-term Debt consisted of the following:See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for further details.

 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

The accrued interest on our borrowings was $145 million and $127 million at December 31, 2017 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, under the Term Loan Agreement were $375 million. The interest rate under the Term Loan Agreement is variable and is determined by our leverage ratio as of the most recent fiscal quarter, as either (1) the one-month London Interbank Offered Rate (“LIBOR”) plus 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 rate of 2.3%. The Term Loan Agreement requires a principal repayment of $12.5 million on the last day of each quarter.



Exchangeable Senior Notes, Senior Notes andPredecessor Tender Offers


We have issued various senior notes,Our February 2018 debt offering partially funded a concurrent tender offer to purchase for cash any and all of which rank equally with our existing and future senior unsecured indebtedness, which have semi-annual interest payments and no sinking fund requirements.

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, the if-converted value did not exceed the principal amount of the notes.

The exchange feature is reported with a carrying amount of $97 million in “Capital in Excess of Par Value” on the accompanying Consolidated Balance Sheets. The debt component of the exchangeable notes has been reported separately in “Long-term Debt” on the accompanying Consolidated Balance Sheets with a carrying value of $1.170 billion at December 31, 2017, net of remaining unamortized discount 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.

Senior Notes

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.

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.

Tender Offers and Early Retirement of Senior Notes

We commenced a cash tender offer on June 1, 2016 (and amended the offer on June 8, 2016 and June 10, 2016), which included an early tender option with an early settlement date 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 bond tender 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),Expense, Net” on the accompanying Consolidated Statements of Operations.



14.
Weatherford International plc – 2020 Form 10-K | 81


Table of Contents    Item 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” we had no other material assets or liabilities measured and recognized at fair value on a recurring basis at December 31, 20172020 and 2016.December 31, 2019.


Fair Value of Other Financial Instruments


Our other financial instruments include cash and cash equivalents, accounts receivable, accounts payable, 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. As of December 31, 2019 we held $50 million of held-to-maturity Angolan government bonds which matured in 2020 and we collected the proceeds.


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: 
 December 31,December 31,
(Dollars in millions)20202019
11.00% Exit Notes due 2024$1,628 $2,252 
8.75% Senior Secured Notes due 2024507 
Total Fair Value of Senior Notes$2,135 $2,252 
Carrying Value of Senior Notes$2,553 $2,097 
 December 31,
(Dollars in millions)2017 2016
Fair Value$7,060
 $6,739
Carrying Value7,218
 7,028


Non-recurring Fair Value Measurements - Impairments


In the 2019 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 2020 Successor Period and the 2019 Predecessor Period, our goodwill impairment tests indicated that our goodwill was impaired and as a result was written down to estimated fair value. The Level 3 fair values of our reporting units were determined using a combination of the income approach and the market approach. The unobservable inputs to the income approach requiring significant assumptions include each reporting unit’s estimated discounted future cash flows, specifically the forecasted revenue, forecasted operating margins, and the discount rate. 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 the fourth quarter2020 Successor Period, we recognized long-lived asset impairments to write-down our assets or asset groups to the lower of 2017,carrying amount or fair value less cost to sell, triggered by the current and forecasted impacts of the COVID-19
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
pandemic on our operations. The Level 3 fair values of the long-lived assets or asset groups were determined using a combination of the income approach and the market approach. The unobservable inputs to the income approach requiring significant assumptions include each asset groups estimated discounted future cash flows, specifically the forecasted revenue, forecasted operating margins, and the discount rate.

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. 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 income approach and the market approach.

In 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 approach and the market approach. The unobservable inputs to the income approach requiring significant assumptions include each reporting unit’s estimated discounted future cash flows, specifically the forecasted revenue, forecasted operating margins, and the discount rate. 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. The Level 3 fair values of the long-lived assets were determined using ana combination of the income approach and the market 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 third quarter of 2016, long-lived assets were impairedSee further discussion at “Note 4 – Impairments 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 flowsOther Charges,” “Note 10 – Long-Lived Asset Impairments”, 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.“Note 11 – Goodwill and Intangible Assets.”


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.rates. 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.


Warrants – Predecessor


Warrant


During the fourth quarter of 2016, in conjunction with the issuance of 84.5 million ordinary shares, we issued a1 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 is classified asoption period lapsed and the warrants expired unexercised with a liability andfair value of zero. The Old Warrant was 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 considersWe recognized an insignificant gain in May 2019 related to the probabilitiesOld Warrant expiration. In 2018, we recognized a gain of future share issuances and anticipated issuance discounts, which are considered Level 3 inputs. The fair value of the warrant was $70 million and $156 million on December 31, 2017 and 2016, respectively, generating an unrealized gain of $86 million in 2017. The changewith changes in fair value of the warrant during 2017 was principally due to a decreaseOld Warrant recorded each period 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, 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“Other Expense, Net” 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 equity issuance and a decrease in Weatherford’s stock price.

Weatherford International plc – 2020 Form 10-K | 83


Cash Flow HedgesTable of Contents    Item 8 | Notes to the Consolidated Financial Statements


In 2008, we enteredDerivatives

We enter into interest rate derivative instrumentscontracts to hedge projected exposuresour exposure to interest ratescurrency fluctuations 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 Loss” to interest expense over the remaining term of the debt. 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, we did not have any cash flow hedges designated.
Foreign Currency and Warrant Derivative Instruments

various foreign currencies. At December 31, 20172020 and 2016,December 31, 2019, we had outstanding foreign currency forward contracts with notional amounts aggregating to $767$337 million and $1.6 billion,$389 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 were not material to our consolidated results and are recorded in each period in “Other Income (Expense),Expense, Net” on the accompanying Consolidated Statements of Operations.


0
17. Retirement and Employee Benefit Plans
We have defined contribution plans covering certain employees. Contribution expenses related to these plans totaled $13 million, $31 million and $37 million for the Successor year ended December 31, 2020, the 2019 Predecessor Period and the year ended December 31, 2018, respectively. Contribution expense for the 2019 Successor Period was not material. The decrease in 2020 relates primarily to the suspension 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 cost related to these plans totaled $2 million, $5 million, and $8 million for the Successor year ended December 31, 2020, the 2019 Predecessor Period and the Predecessor year ended December 31, 2018, respectively. Net periodic benefit cost for the 2019 Successor Period was not material. The decrease in net periodic benefit cost in 2020 is due to curtailment gains related to headcount reduction. The decrease in net periodic benefit cost in the 2019 Predecessor Period was due primarily to the conversion of our Netherlands plan from defined benefit to defined contribution which led to no defined benefit expense for the year and a curtailment gain for that plan. The projected benefit obligations on a consolidated basis were $231 million and $198 million as of December 31, 2020 and December 31, 2019, respectively. The increase year over year is due primarily to actuarial losses as a result of lower discount rates along with fluctuations in foreign currency. The fair values of plan assets on a consolidated basis (determined primarily using Level 2 inputs) were $164 million and $144 million as of December 31, 2020 and December 31, 2019, respectively. The increase in plan assets year over year is due primarily to positive asset returns as well as foreign currency fluctuations. As of December 31, 2020 and December 31, 2019, the net underfunded obligation was substantially all recorded within Other Non-current Liabilities. Additionally, the consolidated pre-tax amount in accumulated other comprehensive income (loss) as of December 31, 2020 and 2019, that has not yet been recognized as a component of net periodic benefit cost was a net loss of $12 million and net gain of $2 million, respectively.

The weighted average assumption rates used for benefit obligations were as follows:
 Years Ended December 31,
 20202019
Discount rate:
United States Plans1.50% - 2.50%2.50% - 3.25%
International Plans0.40% - 5.85%0.80% - 6.25%
Rate of Compensation Increase: 
United States Plans
International Plans2.00% - 3.48%2.00% - 3.50%

During the year ended December 31, 2020 and the 2019 Predecessor Period, we made contributions and paid direct benefits of $5 million and $5 million, respectively, in connection with our defined benefit pension and other post-retirement benefit plans. Contributions in the 2019 Successor Period were immaterial. In 2021, we expect to fund approximately $5 million related to those plans.

Weatherford International plc – 2020 Form 10-K | 84


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements


18. 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. 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 tax provision from continuing operations consisted of the following:
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/20192018
Total Current Provision$(90)$(9)$(110)$(113)
Total Deferred (Provision) Benefit(25)79 
Provision for Income Taxes$(85)$(9)$(135)$(34)

The total estimated fair valuesdifference between the income tax provision at the Irish and/or Swiss income tax rate and the income tax (provision) benefit attributable to “Loss Before Income Taxes” for the 2020 Successor year, 2019 Successor and Predecessor Periods, and the Predecessor year ended December 31, 2018 is analyzed below:
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
 Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/20192018
Irish or Swiss Income Tax rate at 25.0% and 7.83%, respectively$454 $$(299)$216 
Tax on Operating Earnings/Losses Subject to Rates Different than the Irish or Swiss Federal Income Tax Rate(182)(65)197 (387)
Change in Valuation Allowance(330)56 17 166 
Change in Uncertain Tax Positions(27)(2)(18)(29)
Estimated Tax on Settlement of Liabilities Subject to Compromise and Fresh Start Accounting(495)
Change in Valuation Allowance Attributed to Estimated Tax on Settlement of Liabilities Subject to Compromise and Fresh Start Accounting463 
Provision for Income Taxes$(85)$(9)$(135)$(34)

Our income tax provisions generally do not correlate to our consolidated income (loss) before tax. Our income taxes provisions are primarily driven by 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. Impairments and other charges recognized do not result in significant tax benefit as a result of our foreign currency forward contracts and warrant derivativeinability to forecast realization of the tax benefit of such losses. Tax expense for the year ended December 31, 2020 includes $10 million to recognize valuation allowance in jurisdictions where we are as follows:no longer able to forecast taxable income.

Weatherford International plc – 2020 Form 10-K | 85

 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.
       

  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


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

Our results for the 2019 Predecessor period 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 and write downs. 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.
16.
Our results for the 2018 Predecessor period include charges with $70 million tax benefit principally related to the$1.9 billion goodwill impairment. Other significant 2018 charges did not result in significant tax benefit.

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) were as follows: 
 December 31,December 31,
(Dollars in millions)20202019
Deferred Tax Assets:
  Net Operating Losses Carryforwards$881 $696 
Unused Recognized Built in Losses39 
Accrued Liabilities and Reserves175 155 
Tax Credit Carryforwards11 11 
Employee Benefits30 26 
Property, Plant and Equipment129 63 
Inventory52 67 
U.S. Interest Deferral55 56 
State Deferred84 87 
Other Differences between Financial and Tax Basis92 121 
Valuation Allowance(1,499)(1,166)
 Total Deferred Tax Assets49 116 
Deferred Tax Liabilities: 
Intangible Assets(45)(66)
Other Differences between Financial and Tax Basis(4)(55)
 Total Deferred Tax Liabilities(49)(121)
Net Deferred Tax Asset (Liability)$$(5)

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 evaluates 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).

The increase in the valuation allowance in 2020 is primarily attributable to an increase of un-benefited net operating loss carryforwards, primarily attributed to jurisdictions where those losses are not expected to be realized.
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

Deferred income taxes generally have not been recognized on the cumulative undistributed earnings of our non-Irish subsidiaries because they are considered to be indefinitely 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. As of December 31, 2020, the pool of positive undistributed earnings of our non-Irish subsidiaries that are considered indefinitely reinvested and may be subject to tax if distributed amounts to approximately $1.3 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.

At December 31, 2020, we had approximately $5.6 billion of NOLs in various jurisdictions, $2.0 billion of which were generated by certain U.S. subsidiaries. We estimate that the maximum U.S. NOLs available for utilization in the future is $639 million as a result of the tax consequences of our emergence from bankruptcy as described below.

As a result of our emergence on December 13, 2019, 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.

Additionally, upon emergence our U.S. subsidiaries experienced an ownership change as the Company’s emergence was considered an “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.” As a result, we have estimated our annual limitation is approximately $23 million against the utilization of our U.S. loss carryforwards and other tax attributes, including unused recognized built-in losses and U.S. interest deferral. The annual limitation will result in approximately $1.2 billion of our U.S. loss carryforwards expiring unused. Upon emergence, we decreased our NOL deferred tax asset and also decreased our valuation allowance each by $257 million to remove these lost NOLs.

Our non-indefinite loss carryforwards, if not utilized, will mostly expire for U.S. subsidiaries from 2030 through 2037 and at various dates from 2020 through 2039 for non-U.S. subsidiaries. At December 31, 2020, we had $11 million of tax credit carryovers, all of which are related to our non-U.S. subsidiaries.

A tabular reconciliation of the total amounts of uncertain tax positions at the beginning and end of the period is as follows:
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
 Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/20192018
Balance at Beginning of Year$214 $213 $195 $217 
Additions as a Result of Tax Positions Taken During a Prior Period34 31 
Reductions as a Result of Tax Positions Taken During a Prior Period(4)(1)(9)
Additions as a Result of Tax Positions Taken During the Current Period21 17 14 
Reductions Relating to Settlements with Taxing Authorities(2)(1)(20)(18)
Reductions as a Result of a Lapse of the Applicable Statute of Limitations(7)(5)(23)
Foreign Exchange Effects(9)(7)(17)
Balance at End of Year$222 $214 $213 $195 

Weatherford International plc – 2020 Form 10-K | 87


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
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 $11 million, $1 million, $15 million, and $1 million in interest and penalty for Successor year ended December 31, 2020, the 2019 Successor and Predecessor Periods and the year ended December 31, 2018, respectively. The amounts in the table above exclude cumulative accrued interest and penalties of $89 million, $77 million and $60 million at December 31, 2020, 2019, and 2018, respectively, which are included in other liabilities.

We are subject to income tax in many of the over 75 countries where we operate. As of December 31, 2020, the following table summarizes the tax years that remain subject to examination for the major jurisdictions in which we operate: 

Tax JurisdictionTax Years under Examination
Canada2012 - 2020
Mexico2009 - 2020
Russia2017 - 2020
Switzerland2012 - 2020
United States2017 - 2020

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. As of December 31, 2020, we anticipate that it is reasonably possible that the amount of uncertain tax positions may decrease by up to $4 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

19. Disputes, Litigation and Legal Contingencies

We are subject to lawsuits and claims arising out of the nature of our business. 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 a 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 cases, the aggregate impact to our financial condition could be material. Due to the COVID-19 pandemic, courts in many jurisdictions around the world have been temporarily closed for trials and hearings, which has resulted in delays in many of our litigation matters.

Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019 were $43 million and $44 million, respectively.

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, as amended (the “Securities Act”) 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 our 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. The District Court Judge appointed Utah Retirement Systems (“URS”) as Lead Plaintiff, and on March 16, 2020, URS filed its Amended Complaint. URS added the Company as a defendant but dropped the claims against non-officer board members and all the claims under the Securities Act. The defendants filed their motion to dismiss on May 18, 2020, and plaintiffs filed their response on July 3, 2020. The defendants filed a reply brief on August 3, 2020, and now the Court will rule on the motion to dismiss. We cannot reliably predict the outcome of the claims, including the amount of any possible loss.
Weatherford International plc – 2020 Form 10-K | 88


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

Prior Shareholder Litigation

In 2010, 3 shareholder derivative actions were filed, and in 2014 a fourth shareholder derivative action was 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. Although the plaintiffs appealed the jurisdictional ruling, on June 19, 2020, the plaintiffs filed a motion to dismiss the appeal with prejudice. This litigation has concluded.

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 7 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. 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 four patents that remain asserted against the Company on the grounds of inequitable 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”). The PTAB issued decisions during 2018 and 2019 finding that all the claims of the asserted patents challenged by the Company in the IPRs were invalid. RC appealed those decisions to the Federal Circuit, which issued a decision affirming the PTAB’s decision that the patents are invalid on January 21, 2020. 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 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.

Environmental Contingencies

We have obligations and expect to incur capital, operating and maintenance, and remediation expenditures, as a result of compliance with environmental laws and regulations. Among those obligations, are the current requirements imposed by the Texas Commission on Environmental Quality (“TCEQ”) at the former Universal Compression facility in Midland, Texas. At this location we are performing a TCEQ-approved Remedial Action Plan (“RAP”) to address contaminated ground water. The performance of the RAP and related expenses are scheduled to be performed over a ten to twenty-year period and, may cost as much as $6 million, which is recorded as undiscounted obligation on the Consolidated Balance Sheets as of December 31,
Weatherford International plc – 2020 Form 10-K | 89


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
2020. We continuously monitor and strive to maintain compliance with changes in laws and regulations that impact our business.

20. Shareholders’ Equity (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
(Shares in millions)Issued
Balance at December 31, 20142018 (Predecessor)7741,002
Equity Awards Granted, Vested and Exercised5
Predecessor Shares Cancellation(1,009)
Balance at December 13, 2019 (Predecessor)0
Share Issuance70 
Balance at December 13, 2019 (Successor)70
  Share Issuance
Balance at December 31, 20152019 (Successor)77970
Share Issuance200
Equity Awards Granted, Vested and Exercised4
Balance at December 31, 20162020 (Successor)98370
Equity Awards Granted, Vested and Exercised10
Balance at December 31, 2017993


In March 2016, weUpon the effectiveness of the Plan, all previously issued 115 million ordinary shares,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 $623 million$2.9 billion is reported in “Capital in Excess of Par Value”Value on the accompanying Consolidated Balance Sheets.


On June 7, 2016, wethe Effective Date, the Company issued exchangeable notes with aNew 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 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$0.001, at an exercise price of $6.43$99.96 per ordinary share toshare. The New Warrants are equity classified and, upon issuance, have a selected institutional investor. The amount in excessvalue of par value for the ordinary shares net of warrant$31 million, which was $271 million and is reportedrecorded in “Capital in Excess of Par Value.” AtThe 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 31, 2017,13, 2023 and (ii) the fair valuedate 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 of $70 million is classified as “Other Non-current Liabilities”holders to purchase New Ordinary Shares will terminate, on the accompanyingExpiration Date. During 2020, an immaterial number of warrants were exercised.


Weatherford International plc – 2020 Form 10-K | 90


Table of Contents    Item 8 | Notes to the Consolidated Balance Sheets.Financial Statements

Accumulated Other Comprehensive LossShareholder Litigation

The following table presentsGAMCO 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 changesfederal 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, as amended (the “Securities Act”) 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 our 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 our accumulated other comprehensive loss by componentthe United States District Court for the year ended December 31, 2017Southern District of Texas, Houston Division, 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)

Forit is captioned GAMCO Asset Management, Inc. v. McCollum, et al., Case No. 4:19-cv-03363. The District Court Judge appointed Utah Retirement Systems (“URS”) as Lead Plaintiff, and on March 16, 2020, URS filed its Amended Complaint. URS added the year ended December 31, 2017,Company as a defendant but dropped the defined benefit pension reclassifications representclaims against non-officer board members and all the amortization of unrecognized net gains associated primarily with our supplemental executive retirement plan. Forclaims under the year ended December 31, 2016,Securities Act. The defendants filed their motion to dismiss on May 18, 2020, and plaintiffs filed their response on July 3, 2020. The defendants filed a reply brief on August 3, 2020, and now the defined benefit pension component of other comprehensive income before reclassifications relates primarilyCourt will rule on the motion to a net actuarial gain resulting fromdismiss. We cannot reliably predict the revaluationoutcome of the pension obligation associated with our supplemental executive retirement plan.claims, including the amount of any possible loss.


Weatherford International plc – 2020 Form 10-K | 88


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements


17.  Earnings per SharePrior Shareholder Litigation


Basic earnings per share for all periods presented equals net income (loss) dividedIn 2010, 3 shareholder derivative actions were filed, and in 2014 a fourth shareholder derivative action was 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 weighted average numberCompany in early 2014, and a fourth shareholder derivative action was filed, purportedly on behalf of our shares outstandingthe 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. Although the plaintiffs appealed the jurisdictional ruling, on June 19, 2020, the plaintiffs filed a motion to dismiss the appeal with prejudice. This litigation has concluded.

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 7 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. 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 four patents that remain asserted against the Company on the grounds of inequitable 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”). The PTAB issued decisions during 2018 and 2019 finding that all the period including participating securities. Diluted earnings (loss) per share is computed by dividing net income (loss)claims of the asserted patents challenged by the weighted average number of our shares outstanding duringCompany in 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 dueIPRs were invalid. RC appealed those decisions to the net loss attributableFederal Circuit, which issued a decision affirming the PTAB’s decision that the patents are invalid on January 21, 2020. 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 appeal was dismissed in favor of Weatherford. Packers Plus and RC filed an Application for Leave 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 andSupreme Court of Canada requesting that the Employee Stock Purchase Plan (“ESPP”) as we have net losses for those periods andSupreme Court hear their inclusion would be anti-dilutive. The following table disclosesappeal from the number of anti-dilutive shares excluded:appellate court’s decision, but the Supreme Court dismissed the Application, thus concluding the litigation.

 Year Ended December 31,
(Shares in millions)2017 2016 2015
Anti-dilutive Potential Shares250
 104
 3
Environmental Contingencies

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 awardsobligations 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.  Retirement and Employee Benefit Plans
We have defined contribution plans covering certain employees. Contribution expenses related to these plans totaled $24 million, $30 million and $66 million in 2017, 2016 and 2015, respectively. The decrease in employer contributions in 2017 and 2016 relates primarily to headcount reductions and the suspension 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 $38 million of income in 2017 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. The projected benefit obligations on a consolidated basis were $198 million and $205 million as of December 31, 2017 and 2016, respectively. The decrease year over year is due primarily to settlements offset by increases related to currency fluctuations in Euro and British Pound denominated plans. The fair values of plan assets on a consolidated basis (determined primarily using Level 2 inputs) were $133 million and $118 million as of December 31, 2017 and 2016, respectively. The increase in plan assets year over year is also due primarily to the Euro and British Pound currency fluctuations. As of December 31, 2017, 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, consolidated pre-tax amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit cost were loss of $35 million and income of $3 million as of December 31, 2017 and 2016,


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:
 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 2017 and 2016, we made contributions and paid direct benefits of $23 million and $6 million, respectively, in connection with our defined benefit pension and other post-retirement benefit plans. In 2018, we expect to fund approximately $5 million related to those plans.

20. Income Taxes

We are exempt from Swiss cantonalincur capital, operating and communal tax on income derived outside Switzerland,maintenance, 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 periodremediation expenditures, as a result of various factors which include changescompliance with environmental laws and regulations. Among those obligations, are the current requirements imposed by the Texas Commission on Environmental Quality (“TCEQ”) at the former Universal Compression facility 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.

Our income tax (provision) benefit from continuing operations consistedMidland, Texas. At this location we are performing a TCEQ-approved Remedial Action Plan (“RAP”) to address contaminated ground water. The performance of the following:RAP and related expenses are scheduled to be performed over a ten to twenty-year period and, may cost as much as $6 million, which is recorded as undiscounted obligation on the Consolidated Balance Sheets as of December 31,
 Year Ended December 31,
(Dollars in millions)2017 2016 2015
Total Current Provision$(162) $(115) $(303)
Total Deferred (Provision) Benefit25
 (381) 448
(Provision) Benefit for Income Taxes$(137) $(496) $145

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 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).International plc – 2020 Form 10-K | 89



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    Item 8 | Notes 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 Company 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 assetsStatements
2020. We continuously monitor and liabilities is based on enacted taxstrive to maintain compliance with changes in laws and rates currentlyregulations that impact our business.

20. Shareholders’ Equity (Deficiency)

Changes in effect in each of the jurisdictions in which we have operations.

The components of the net deferred tax asset (liability) attributable to continuing operationsour ordinary shares issued 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 2017 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 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.

Deferred income taxes generally have not been recognized on the cumulative undistributed earnings of our non-Swiss subsidiaries because they are considered to be indefinitely reinvested or they can be distributed on a tax free basis. 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, the pool of positive undistributed earnings of our non-Swiss subsidiaries that are considered indefinitely reinvested and may be subject to tax if distributed amounts to approximately $2.9 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.
At December 31, 2017, we had approximately $5.0 billion of NOLs in various jurisdictions, $1.9 billion of which were generated by certain U.S. subsidiaries. Loss carryforwards, if not utilized, will mostly expire for U.S. subsidiaries from 2033 through 2037 and at various dates from 2018 through 2037 for non-U.S. subsidiaries. At December 31, 2017, we had $98 million of tax credit carryovers, of which $82 million is for U.S. subsidiaries. The U.S. credits primarily consists of $30 million of research and development tax credit carryforwards which expire from 2026 through 2036, and $52 million of foreign tax credit carryforwards which expire from 2018 through 2036.

A tabular reconciliation of the total amounts of uncertain tax positions at the beginning and end of the period is as follows:
 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 $10 million, an expense of $2 million and a benefit of $4 million of interest and penalty for the years ended December 31, 2017, 2016 and 2015, respectively. The amounts in the table above exclude cumulative accrued interest and penalties of $61 million, $51 million, and $50 million at December 31, 2017, 2016 and 2015, respectively, which are included in other liabilities.

We are subject to income tax in many of the approximately 90 countries where we operate. As of December 31, 2017, the following table summarizes the tax years that remain subject to examination for the major jurisdictions in which we operate: 
(Shares in millions)Issued
Canada2009 - 2017
Mexico2007 - 2017
Russia2015 - 2017
Switzerland2010 - 2017
United States2014 - 2017
Balance at December 31, 2018 (Predecessor)1,002
Equity Awards Granted, Vested and Exercised
Predecessor Shares Cancellation(1,009)
Balance at December 13, 2019 (Predecessor)0
Share Issuance70 
Balance at December 13, 2019 (Successor)70
  Share Issuance
Balance at December 31, 2019 (Successor)70
  Share Issuance
Balance at December 31, 2020 (Successor)70


WeUpon 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 continuously under tax examination in various jurisdictions. We cannot predict the timing or outcome regarding resolution of these tax examinations or if they willequity classified and, upon issuance, have a material impact onvalue of $31 million, which was recorded in “Capital in Excess of Par Value.” 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 financial statements. We anticipate that itshare price, and the risk-free interest rate.

The New Warrants are exercisable until “Expiration Date” of which is reasonably possible that the amountearlier of uncertain tax positions may decrease by up to $12 million(i) December 13, 2023 and (ii) the date of consummation of any liquidity event resulting in the next twelve months duesale or exchange of all or substantially all of the equity interests of the Company to expirationone or more third parties (whether by merger, sale, recapitalization, consolidation, combination or otherwise) or the sale, directly or indirectly, by the Company of statutesall or substantially all of limitations, settlements and/the assets of the Company and its Subsidiaries, taken as a whole; or conclusionsa liquidation, dissolution or winding up of tax examinations.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. During 2020, an immaterial number of warrants were exercised.




Weatherford International plc – 2020 Form 10-K | 90


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

21.  Disputes, Litigation and 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, as amended (the “Securities Act”) 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 our 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. The District Court Judge appointed Utah Retirement Systems (“URS”) as Lead Plaintiff, and on March 16, 2020, URS filed its Amended Complaint. URS added the Company as a defendant but dropped the claims against non-officer board members and all the claims under the Securities Act. The defendants filed their motion to dismiss on May 18, 2020, and plaintiffs filed their response on July 3, 2020. The defendants filed a reply brief on August 3, 2020, and now the Court will rule on the motion to dismiss. We cannot reliably predict the outcome of the claims, including the amount of any possible loss.
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Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

Prior Shareholder Litigation

In 2010, three3 shareholder derivative actions were filed, and in 2014 a fourth shareholder derivative action was filed, purportedly on behalf of the Company, asserting breach of duty and other claims against certain currentthen-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. We cannot reliably predictOn February 13, 2018, the outcometrial court dismissed with prejudice certain directors for lack of jurisdiction. Although the remaining claims, includingplaintiffs appealed the amount of any possible loss.jurisdictional ruling, on June 19, 2020, the plaintiffs filed a motion to dismiss the appeal with prejudice. This litigation has concluded.

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 Investigations
The SEC and the U.S. Department of Justice (“DOJ”) investigated certain accounting issues associated with the material weakness in our internal control over financial reporting for income taxes that was disclosed 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 and 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. In addition, certain reports and certifications regarding our internal controls over accounting for income taxes must be delivered to the SEC during the two years following the settlement. We have completed two 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 of 2016, and a payment of $30 million was made in each of January and May 2017. A final payment for the civil monetary penalty of $30 million was made in September 2017.



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”). The PTAB issued decisions during 2018 and 2019 finding that all the claims of the asserted patents challenged by the Company in the IPRs were invalid. RC appealed those decisions to the Federal Circuit, which issued a decision affirming the PTAB’s decision that the patents are invalid on January 21, 2020. 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 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 wereEnvironmental Contingencies

We have obligations and expect to occurincur capital, operating and maintenance, and remediation expenditures, as a result of compliance with environmental laws and regulations. Among those obligations, are the current requirements imposed by the Texas Commission on Environmental Quality (“TCEQ”) at the former Universal Compression facility in either case, the impact to our financial position, results of operations, or cash flows could be material.

Other Disputes and Litigation

Additionally,Midland, Texas. At this location we are awareperforming a TCEQ-approved Remedial Action Plan (“RAP”) to address contaminated ground water. The performance of various disputesthe RAP and potential claimsrelated expenses are scheduled to be performed over a ten to twenty-year period and, are a party in various litigation involving claims against us, includingmay cost 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 formuch as $6 million, which an agreement was reached and settled during 2016. Some of these disputes and claims are covered by insurance. 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”as undiscounted obligation on the accompanying Consolidated Balance Sheets as of December 31, 2017 and 2016 were $51 million and $181 million, respectively.

Weatherford International plc – 2020 Form 10-K | 89


Table of Contents

22.  Commitments and Other Contingencies
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    Item 8 | Notes to the property. Future minimum commitments under noncancellable operating leases areConsolidated Financial Statements
2020. We continuously monitor and strive to maintain compliance with changes in laws and regulations that impact our business.

20. Shareholders’ Equity (Deficiency)

Changes in our ordinary shares issued were as follows (dollarsfollows:
(Shares in millions)Issued
Balance at December 31, 2018 (Predecessor)1,002
Equity Awards Granted, Vested and Exercised
Predecessor Shares Cancellation(1,009)
Balance at December 13, 2019 (Predecessor)0
Share Issuance70 
Balance at December 13, 2019 (Successor)70
  Share Issuance
Balance at December 31, 2019 (Successor)70
  Share Issuance
Balance at December 31, 2020 (Successor)70

Upon the effectiveness of the Plan, all previously issued and outstanding equity interests in millions):
2018$176
2019112
202069
202152
202232
Thereafter192
 $633

Total rent expense incurred under operating leases was approximately $217 million, $324 millionthe Predecessor were cancelled and $426 million for the years ended December 31, 2017, 2016Company issued 69,999,954 “New Ordinary Shares” to the holders of the Company’s existing senior notes and 2015, respectively.holders of “Old Ordinary Shares”. The future rental commitment table above does not include leases that are short-termamount in nature or can be cancelled with noticeexcess of less than three months.

Other Contingencies

The contractual residualpar value guarantee balance of $2.9 billion is reported in “Capital in Excess of $28 million in “Other Non-Current Liabilities”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.” 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. During 2020, an immaterial number of warrants were exercised.


Weatherford International plc – 2020 Form 10-K | 90


Table of Contents    Item 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 AdjustmentDefined Benefit PensionDeferred Loss on DerivativesTotal
Balance at December 31, 2018 (Predecessor)$(1,724)$(14)$(8)$(1,746)
Other Comprehensive Income (Loss) before Reclassifications52 (12)40 
Reclassifications
Net Activity52 (11)49 
Balance at December 13, 2019 (Predecessor)$(1,672)$(25)$0 $(1,697)
Elimination of Predecessor Equity Balances1,672 25 1,697 
Balance at December 13, 2019 (Successor)$0 $0 $0 $0 
Other Comprehensive Income
Balance at December 31, 2019 (Successor)$7 $2 $0 $9 
Other Comprehensive Income(38)(14)(52)
Balance at December 31, 2020 (Successor)$(31)$(12)$0 $(43)

Weatherford International plc – 2020 Form 10-K | 91


Table of Contents    Item 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 2019 Plan was amended and restated in 2020. The share-based compensation plan permits the grant of options, share appreciation rights, restricted share awards, restricted share units, and other share-based and performance-based awards to any employee, consultant or non-employee director. The provisions of each award vary based on the type of award granted and are determined by the Compensation and Human Resources Committee of our Board of Directors.

Restricted share units and performance-based share units granted and vested during 2020 were immaterial. As of December 31, 2020, we had 8 million shares available for grant under our Successor share-based compensation plan.

Share-based compensation expense was immaterial and 0 in the 2020 and 2019 Successor Periods, respectively. During the 2019 and 2018 Predecessor periods, we recognized $46 million (which included the acceleration of share-based compensation described at “Note 3 – Fresh Start Accounting and recorded in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations) and $47 million, respectively, recorded in “Selling, General and Administrative” on the accompanying Consolidated Statements of Operations.

22. Earnings per Share

Basic earnings (loss) per share for all periods presented equals net income (loss) divided by our weighted average shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including potential dilutive ordinary shares.

The following table presents our basic and diluted weighted average shares outstanding and loss per share:
SuccessorPredecessor
Period FromPeriod From
Year12/14/191/1/2019Year
 EndedthroughthroughEnded
(Shares in millions)12/31/202012/31/201912/13/201912/31/2018
Net Income (Loss) Attributable to Weatherford$(1,921)$(26)$3,661 $(2,811)
Basic and Diluted Weighted Average Shares Outstanding70 70 1,004 997 
Basic and Diluted Income (Loss) Per Share Attributable to Weatherford$(27.44)$(0.37)$3.65 $(2.82)

Our basic and diluted weighted average shares outstanding for the 2020 and 2019 Successor Periods are equivalent due to the net loss attributable to shareholders. Diluted weighted average shares for the 2020 and 2019 Successor Periods exclude 8 million potential ordinary shares.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 2018 Predecessor Period are equivalent due to the net loss attributable to shareholders.Diluted weighted average shares outstanding for the 2019 and 2018 Predecessor Periods exclude 197 million and 251 million potential ordinary shares, respectively, for restricted share units, performance units, exchangeable senior notes and warrants outstanding.

Weatherford International plc – 2020 Form 10-K | 92


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
23. Revenues

Disaggregated Revenue by Product Line and Geographic Region

Revenues are attributable to countries based on the ultimate destination of the sale of products or performance of services. During the second quarter of 2020, in order to support the streamlining and realignment of the business, we combined our prior reported four product lines into two product lines, and all prior periods have been retrospectively recast to conform to this new presentation. Our two product lines are as follows: (1) Completion and Production and (2) Drilling, Evaluation and Intervention. The unmanned equipment that we lease to customers as operating leases consists primarily of drilling rental tools (in the Drilling, Evaluation and Intervention product line) and artificial lift pumping equipment (in the Completion and Production product line). 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.

The following tables disaggregate our revenues from contracts with customers by major product line and geographic region and includes equipment rental revenues recognized under Accounting Standards Update No. 2016-02, Leases (Topic 842). Equipment revenues recognized was $150 million and $12 million in the 2020 and 2019 Successor Periods, respectively, and $284 million and $337 million in the 2019 and 2018 Predecessor Periods, respectively. Revenues in the U.S. were $720 million and $59 million in the 2020 and 2019 Successor Periods, respectively, and $1.3 billion and $1.6 billion in the 2019 and 2018 Predecessor Periods, respectively. We had no revenue in our country of domicile (Ireland) in the 2020 and 2019 Successor Periods, and the 2019 and 2018 Predecessor Periods.

SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Product Line Revenue by Hemisphere:
  Completion and Production$859 $69 $1,357 $1,709 
  Drilling, Evaluation and Intervention727 52 1,263 1,354 
 Western Hemisphere$1,586 $121 $2,620 $3,063 
  Completion and Production$1,020 $67 $975 $965 
  Drilling, Evaluation and Intervention1,079 73 1,359 1,716 
 Eastern Hemisphere$2,099 $140 $2,334 $2,681 
Total Revenues$3,685 $261 $4,954 $5,744 

 SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Revenue by Geographic Areas:
  North America$889 $68 $1,548 $1,987 
  Latin America697 53 1,072 1,076 
 Western Hemisphere$1,586 $121 $2,620 $3,063 
  Middle East & North Africa and Asia$1,352 $88 $1,427 $1,716 
  Europe/Sub-Sahara Africa/Russia747 52 907 965 
 Eastern Hemisphere$2,099 $140 $2,334 $2,681 
Total Revenues$3,685 $261 $4,954 $5,744 

Weatherford International plc – 2020 Form 10-K | 93


Table of Contents    Item 8 | Notes to the Consolidated Financial Statements
Contract Balances

The following table provides information about receivables for product and services included in “Accounts Receivable, Net,” “Contract Assets” and “Contract Liabilities” on our Consolidated Balance Sheets at December 31, 20162020 and December 31, 2019.
(Dollars in millions)12/31/202012/31/2019
Receivables for Product and Services in Accounts Receivable, Net$792 $1,156 
Receivables for Equipment Rentals in Account Receivable, Net$34 $85 
Contract Assets included in Other Current Assets$$
Contract Liabilities included in Other Current Liabilities$37 $12 

Revenue recognized for the year ended December 31, 2020 and 2019 that were included in the contract liabilities balance at the beginning of each year was extinguished after$10 million and $61 million, respectively. The increase in contract liabilities was due to advance payments on new or amended contract awards. Included in the underlying leased equipmentactivity for 2019 was a fresh start adjustment of $29 million, which reduced contract liabilities.
0Performance Obligations

A performance obligation is a promise in our North America pressure pumping operations was purchased duringa contract to transfer a distinct good or service to the first quartercustomer and is the unit of 2017.

We have minimum purchase commitmentsaccount 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 supply contracts and maintain a liability atperformance obligations that are either unsatisfied or partially unsatisfied as of December 31, 20172020 primarily relate to subsea services contracts. All consideration from contracts with customers is included in the amounts presented below.
(Dollars in millions)2021202220232024ThereafterTotal
Service revenue$32 $37 $39 $40 $54 $202 


Weatherford International plc – 2020 Form 10-K | 94


Table of $69 million for expected penaltiesContents    Item 8 | Notes to be paid, of which $22 millionis recorded in “Other Current Liabilities” and $47 million is recorded in “Other Non-Current Liabilities” on ourthe Consolidated Balance Sheets.Financial Statements

23.24. 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 as Corporate expenses.on the caption Corporate.


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.services and was further described in “Note 23 – Revenues.” The accounting policies of the segments are the same as those described in “Note 1 – Summary of Significant Accounting Policies.” Included in the 2016
SuccessorPredecessor
Period FromPeriod From
12/14/20191/1/2019
 Year EndedthroughthroughYear Ended
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Revenue:
Western Hemisphere$1,586 $121 $2,620 $3,063 
Eastern Hemisphere2,099 140 $2,334 $2,681 
  Total Revenue$3,685 $261 $4,954 $5,744 
Operating Income (Loss):
Western Hemisphere$18 $(4)$54 $208 
Eastern Hemisphere37 10 134 119 
Total Segment Operating Income$55 $$188 $327 
Corporate(111)(5)(118)(130)
Impairments and Other Charges (a)
(1,236)(1,104)(2,155)
Restructuring Charges (b)
(206)(189)(126)
Prepetition Charges (c)
(86)
Gain on Operational Assets Sale12 15 
Gain on Sale of Businesses, Net (d)
112 
Total Operating Income (Loss)$(1,486)$$(1,182)$(2,084)
Interest Expense, Net(266)(12)(362)(614)
Reorganization Items (c)
(9)(4)5,389 
Other Expense, Net(53)(26)(59)
Income (Loss) Before Income Taxes$(1,814)$(15)$3,819 $(2,757)
Depreciation and Amortization:
Western Hemisphere$134 $14 $171 $216 
Eastern Hemisphere369 20 269 333 
Corporate
Total$503 $34 $447 $556 
(a)See “Note 4 – Impairments and 2015 income (loss)Other Charges”, “Note 10 – Long-Lived Asset Impairments” and “Note 11 – Goodwill and Intangible Assets” for additional information.
(b)See “Note 12 – Restructuring Charges” for additional information.
(c)See “Note 2 – Emergence from operations in the Eastern Hemisphere are losses related to our Zubair project in Iraq accountedChapter 11 Bankruptcy Proceedings” for under the percentage-of-completion method as described in “Note 5additional information.
Weatherford International plcPercentage of Completion Contracts.”2020 Form 10-K | 95




Table of Contents    Item 8 | Notes to the Consolidated Financial Statements

(d)Primarily includes the gain on sale of our reservoir solutions business. See “Note 8 – Business Combinations and Divestitures” for additional information.
SuccessorPredecessor
Period FromPeriod From
Year12/14/20191/1/2019Year
EndedthroughthroughEnded
(Dollars in millions)12/31/202012/31/201912/13/201912/31/2018
Capital Expenditures:
Western Hemisphere$79 $$113 $81 
Eastern Hemisphere59 115 87 
Corporate16 22 18 
Total$154 $20 $250 $186 
 Year Ended December 31, 2017
(Dollars in millions)Net
Operating
Revenues
 Income (Loss)
from
Operations
 Depreciation
and
Amortization
 Capital
Expenditures
Western Hemisphere$2,937
 $(115) $352
 $70
Eastern Hemisphere2,762
 (143) 443
 130
 5,699
 (258) 795
 200
Corporate General and Administrative  (130) 6
 25
Long-Lived Asset Impairments, Write-Downs and Other Charges (a)
  (1,664)    
Restructuring Charges (b)
  (183)    
Litigation Charges, Net  10
    
Gain from Disposition of U.S. Pressure Pumping Assets (c)
  96
    
Total$5,699
 $(2,129) $801
 $225
(a)During 2017, impairments, asset write-downs and other include $928 million in long-lived asset impairments (of which $740 million relates to the write-down to the lower of carrying amount or fair value less cost to sell of our land drilling rigs assets classified as held for sale), $506 million of asset write-downs, charges and credits and $230 million in the write-down of Venezuelan receivables.
(b)Includes restructuring charges of $183 million: $70 million in Western Hemisphere, $77 million in Eastern Hemisphere and $36 million in Corporate.
(c)In the fourth quarter of 2017, we recognized a gain on the disposition of our U.S. pressure pumping and pump-down perforating assets.

 Year Ended December 31, 2016
(Dollars in millions)
Net
Operating
Revenues
 
Loss from
Operations
 
Depreciation
and
Amortization
 
Capital
Expenditures
Western Hemisphere$2,942
 $(409) $446
 $55
Eastern 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.



 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:segment:
December 31,
(Dollars in millions)20202019
Western Hemisphere$1,636 $2,514 
Eastern Hemisphere3,089 4,392 
Corporate709 387 
Total$5,434 $7,293 
 
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 billion and $3.3 billion as of December 31, 2017 and 2016, respectively.

Products and Services

We are one of the world’s leading providers of equipment and services used in the production, completion, drilling and evaluation, and well construction of oil and natural gas wells. The composition of our consolidated revenuesLong-lived Assets by product service line group is as follows:
 Year Ended December 31,
 2017 2016 2015
Production26% 29% 29%
Completions22
 20
 20
Drilling and Evaluation24
 22
 22
Well Construction28
 29
 29
Total100% 100% 100%


Geographic Areas


Financial informationLong-lived assets by geographic area within the hemispheres issegments are summarized below. Revenues from customersbelow and long-lived assets in Ireland were nil in each of the years presented. Long-lived assets exclude goodwill and intangible assets (see “Note 11 – Goodwill and Intangible Assets” for additional details) as well as deferred tax assets of $36$15 million and $81$39 million at December 31, 20172020 and 2016,December 31, 2019, respectively. Long-lived assets were zero in our country of domicile (Ireland) and in the U.S. were $306 million and $532 million as of December 31, 2020 and December 31, 2019, respectively.
December 31,
(Dollars in millions)20202019
North America$435 $753 
Latin America174 296 
  Western Hemisphere$609 $1,049 
Middle East & North Africa and Asia$482 $715 
Europe/Sub-Sahara Africa/Russia344 684 
  Eastern Hemisphere$826 $1,399 
  Total$1,435 $2,448 


 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
Weatherford International plc – 2020 Form 10-K | 96





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 primarily 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

(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. Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for the years ended December 31, 2017 and 2016 are presented in the following tables. In the following tables, the sum of basic and diluted “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)
(a)Includes charges of $134 million primarily related to severance and restructuring charges, asset write-downs and a warrant fair value adjustment, partially offset by defined benefit pension plan reclassifications.
(b)Includes credits of $108 million primarily related to gains on a warrant fair value and defined benefit pension plan reclassifications, partially offset by severance and restructuring charges and asset write-downs.
(c)Includes charges of $35 million primarily related to severance and restructuring charges and a warrant fair value adjustment.
(d)Includes charges of $1.6 billion primarily related to long-lived asset impairments (including the write-down to the lower of carrying amount or fair value less cost to sell of our land drilling rigs assets classified as held for sale), inventory write-downs, the write-down of Venezuelan receivables, severance and restructuring charges, partially offset by a gain on sale of assets and a warrant fair value adjustment.
 2016 Quarters  
(Dollars in millions, except per share amounts)First Second Third Fourth Total
Revenues$1,585
 $1,402
 $1,356
 $1,406
 $5,749
Gross 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 million primarily related to long-lived asset impairments, inventory write-downs and severance and restructuring.
(h)Includes charges of $245 million primarily related to severance and restructuring, litigation charges and pressure pumping related charges.





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, 2017.2020. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2017.2020.


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, 20172020 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, 2017,2020, our internal control over financial reporting was effective based on these criteria.


KPMG LLP has issued an attestation report dated February 14, 2018,19, 2021, on our internal control over financial reporting, which is contained in this Annual Report on Form 10-K.


EvaluationRemediation of Disclosure Controls and ProceduresMaterial Weakness


AtWe identified a material weakness over the endreview of the period coverednet book values by this Annual Report on Form 10-K, we carried out an evaluation, underlong-lived asset group and reporting segment used in the supervisionlong-lived assets impairment assessment as of June 30, 2020. Management’s remediation involved enhancing the design of certain existing controls and withdesigning and implementing new controls. These internal controls ensure the participation of management,net book values by long-lived asset group and reporting segment used in our long-lived asset impairment assessment are reviewed and validated. We completed these remediation measures in the quarter ended December 31, 2020, including the CEO and the CFO,testing of the design, and concluding on the operating effectiveness of our disclosure controls andthe related controls. Based on these 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 andpreviously reported within the time period specified in the SEC’s rules and forms.material weakness has been remediated.


Changes in Internal Controls


OurOther than described above in this Item 9A, our management identified no change in our internal control over financial reporting, that occurred during the fourth quarter ended December 31, 2017,2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Weatherford International plc – 2020 Form 10-K | 97


Table of Contents


Item 9B. Other Information


None.Executive Officer Departures


Chief Operating Officer - Retirement of Mr. Karl Blanchard
PART III

On February 12, 2021 Mr. Karl Blanchard, Executive Vice President and Chief Operating Officer (“COO”), announced his retirement from the Company effective February 26, 2021. To create a more efficient operating structure, the Company, upon Mr. Blanchard’s retirement, is eliminating the COO position. As part of the leadership transition, responsibilities currently under the COO role will be assumed by other employees.

There is no dispute or disagreement between Mr. Blanchard and the Company on any matter relating to the Company’s accounting practices or financial condition.

Chief Accounting Officer - Separation of Mr. Stuart Fraser

On February 12, 2021 Mr. Stuart Fraser, Vice President and Chief Accounting Officer, advised he will be departing the Company effective March 31, 2021. In connection with Mr. Fraser’s departure and in furtherance of Company policies, Mr. Fraser has executed a general release in favor of the Company and has also entered into an agreement with us setting forth agreed benefits and compensation to be paid to him upon his departure, including to the extent relevant under the Company’s pre-existing compensation plans and applicable policies and related agreements.

There is no dispute or disagreement between Mr. Fraser and the Company on any matter relating to the Company’s accounting practices or financial condition.

Appointment of Interim Chief Accounting Officer

While the Company is conducting a search for Mr. Fraser’s replacement, on February 12, 2021 the Board determined that effective upon Mr. Fraser’s departure, Mr. Keith Jennings, Executive Vice President and Chief Financial Officer, will assume the role of Chief Accounting Officer on an interim basis. There are no new compensatory arrangements or modifications to the existing arrangements between the Company and Mr. Jennings in connection with these interim responsibilities. Additional information regarding Mr. Jennings has been previously reported on Form 8-K filed with the SEC on August 10, 2020.

There are no arrangements or understandings between Mr. Jennings and any other persons pursuant to which Mr. Jennings was selected to act on an interim basis as the Chief Accounting Officer of the Company. Mr. Jennings does not have any family relationships subject to disclosure under Item 10. 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

PSU Award Agreement Restatement

On February 12, 2021, the Board of Directors of the Company approved a clarification to the performance restricted share unit (PSU) award agreement for Mr. Saligram, which was granted on November 17, 2020 with respect to a target number of 169,491 ordinary shares of the Company, to conform the terms of the award agreement with the PSU grant terms in his offer letter with the Company, which provides that one-third of the PSUs would vest upon achievement of each of the $3.45, $3.95 and $4.45 Company ordinary share price levels for any 60 consecutive trading days during the three-year performance period, running from October 12, 2020 to October 12, 2023. Consistent with his offer letter, the restated PSU award agreement clarifies that the cliff vesting for the award is immediate upon the achievement of those levels and not on the completion of the three-year performance period, with no prorated vesting for achievement between those levels.

Weatherford International plc – 2020 Form 10-K | 98


Table of Contents            Item 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 forwill be filed in a Form 10-K/A within 120 days after the 2018 Annual General Meeting of Shareholders to be held on April 27, 2018.registrant’s fiscal year ended December 31, 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 forwill be filed in a Form 10-K/A within 120 days after the 2018 Annual General Meeting of Shareholders to be held on April 27, 2018.registrant’s fiscal year ended December 31, 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 is incorporated by reference from our Proxy Statement forand management and related shareholder matters will be filed in a Form 10-K/A within 120 days after the 2018 Annual General Meeting of Shareholders to be held on April 27, 2018.registrant’s fiscal year ended December 31, 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.


Table of Contents

Item 12(d). Securities Authorized for Issuance under Equity Compensation Plans Information


The following table provides information as of December 31, 2017,2020, 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.
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)
339 $— 8,238 
(a)Excluding shares reflected in the first column of this table.
(b)Includes our 2019 Plan, which was approved in connection with our emergence from bankruptcy in December 2019. The 2019 Plan was amended and restated in 2020.

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
(a)The weighted average price does not take into account the shares issuable upon vesting of outstanding PUs or RSUs, which have no exercise price.
(b)Excluding shares reflected in the first column of this table.
(c)Includes our Omnibus Plan, which was approved by our shareholders in May 2006, our 2010 Omnibus Plan, as amended, which was approved by our shareholders in June 2010, and our Employee Stock Purchase Plan, which was approved by our shareholders in June 2016.
(d)Number of securities to be issued includes PUs calculated at target.
(e)Includes our 1998 Employee Stock Option Plan that was not approved by our shareholders. No awards have been issued under this plan since May 2006 when our Omnibus Plan was approved. The unapproved plan and other individual compensation arrangements that were not approved by our shareholders with significant shares to be issued are described below:

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.

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 forwill be filed in a Form 10-K/A within 120 days after the 2018 Annual General Meeting of Shareholders to be held on April 27, 2018.registrant’s fiscal year ended December 31, 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 forwill be filed in a Form 10-K/A within 120 days after the 2018 Annual General Meeting of Shareholders to be held on April 27, 2018.registrant’s fiscal year ended December 31, 2020.


Weatherford International plc – 2020 Form 10-K | 99


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 42 of this report.
2.The financial statement schedule on page 106 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:
(a)Exhibit NumberThe following documents are filed as part of this report or incorporated by reference:DescriptionOriginal Filed ExhibitFile Number
1.3.1

Exhibit 3.1 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
† 4.1

2.4.2

Exhibit 4.1 of the Company’s Current
Report
on page Form 8-K
filed December 18, 2019
File No. 1-36504
4.3
110Form of this report.Senior Note (included in Exhibit 4.2).

Included in Exhibit 4.1 of the Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
4.4

Included in Exhibit 10.4 of the Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
4.5
Exhibit 4.1 of the
Company’s Current
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
4.6


Included in Exhibit 4.1 of
the Company’s Current
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
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 NumberDescriptionOriginal Filed ExhibitFile Number
2.1Exhibit 2.1 of the
Company's Current
Report on Form 8-K
filed April 2, 2014
File No. 1-34258
3.1Exhibit 3.1 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
4.1Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed October 2, 2003
File No. 1-31339
4.2Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed March 25, 2008
File No. 1-31339
4.3Exhibit 4.1 to the
Company's Current
Report on Form 8-K
filed January 8, 2009
File No. 1-31339
4.4Exhibit 4.2 to the
Company's Current
Report on Form 8-K
filed February 26, 2009
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. 1-34258


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
*10.1Exhibit 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
*10.8Exhibit 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
*10.11Exhibit 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
*10.1Exhibit 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

Weatherford International plc – 2020 Form 10-K | 100



Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.2

Exhibit 10.3 of the
Company’s Annual
Report on Form 10-K
for the year ended
December 31, 2019
filed March 16, 2020
File No. 1-36504
Exhibit Number*10.3DescriptionOriginal Filed ExhibitFile Number
*10.32
Exhibit 10.1 to10.6 of the
Company's
Company’s Quarterly
Report on Form 10-Q
for the quarter ended
June 30, 2013 2020
filed
July 31, 2013 August 14, 2020
File No. 1-342581-36504
*10.3310.4Exhibit 10.1 to the
Company's Current
Report on Form 8-K
filed November 4, 2013
File No. 1-34258
*10.34Exhibit 10.2 to10.4 of the
Company's
Company’s Quarterly
Report on Form 10-Q
for the quarter ended
March 31, 2017
September 30, 2020
filed
April 28, 2017 November 4, 2020
File No. 1-36504
*10.3510.5File No. 1-36504
*10.36Exhibit 10.1 of the
Company's Current
Company’s Quarterly
Report on Form 8-K
10-Q
for the third quarter ended
September 30, 2020
filed December 15, 2016November 4, 2020
File No. 1-36504
*10.3710.6Exhibit 10.11 of the
Company's
Company’s
Current

Report on Form 8-K12B

filed June 17, 2014
File No. 1-36504
*10.3810.7Exhibit 10.12 of the
Company's
Company’s
Current

Report on Form 8-K12B

filed June 17, 2014
File No. 1-36504
Weatherford International plc – 2020 Form 10-K | 101


*10.39Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.8Exhibit 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
*10.40Exhibit 10.13 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.41Exhibit 10.14 of the
Company's Current
Report on Form 8-K12B
filed June 17, 2014
File No. 1-36504
10.42Exhibit 10.1 of the
Company's Current
Report on Form 8-K
filed May 10, 2016
File No. 1-36504
10.43Exhibit 10.2 of the
Company's Current
Report on Form 8-K
filed May 10, 2016
File No. 1-36504
10.44Exhibit 10.1 of the
Company's Current
Report on Form 8-K
filed July 22, 2016
File No. 1-36504
10.45Exhibit 10.1 of the
Company's Current
Report on Form 8-K
filed April 17, 2017

File No. 1-36504
10.46Exhibit 10.3 of the
Company's Current
Report on Form 8-K
filed May 10, 2016
File No. 1-36504
10.47Exhibit 10.2 of the
Company's Current
Report on Form 8-K
filed July 22, 2016
File No. 1-36504
10.48Exhibit 10.2 of the
Company's Current
Report on Form 8-K
filed April 17, 2017
File No. 1-36504
10.49Exhibit 10.4 of the
Company's Current
Report on Form 8-K
filed May 10, 2016
File No. 1-36504


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
10.50
*10.9

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 15, 2016File No. 1-36504
*10.10
Exhibit 10.7 of the
Company’s Quarterly
Report on Form 10-Q
for the quarter ended
June 30, 2020 filed
filed August 14, 2020
File No. 1-36504
*10.11
Exhibit 10.1 of the
Company’s Current
Report on Form 8-K
filed November 20, 2020
File No. 1-36504
*10.12
Exhibit 99.1 of the
Company’s Current
Report on Form 8-K
filed April 2, 2019
File No. 1-36504
*10.13Exhibit 99.2 of the Company’s Form 8-K filed April 2, 2019File No. 1-36504
*10.14


Exhibit 10.2 of the
Company’s Current
Report on Form 8-K
filed April 15, 2020
File No. 1-36504
*10.15
Exhibit 10.8 of JPMorgan Chase Bank, N.A., as administrative agent of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
Weatherford International plc – 2020 Form 10-K | 102


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.16
Exhibit 10.1 of the
Company’s Quarterly
Report on Form 10-Q
for the quarter ended
June 30, 2020 filed
August 14, 2020
File No. 1-36504
*10.17
Exhibit 10.6 of the
Company’s Quarterly
Report on Form 10-Q
for the quarter ended
September 30, 2020 filed
November 4, 2020
File No. 1-36504
*10.18
Exhibit 10.3 of the
Company’s Current
Report on Form 8-K
filed April 15, 2020
File No. 1-36504
*10.19
Exhibit 10.3 of the
Company’s Current
Report on Form 8-K
filed November 20, 2020
File No. 1-36504
*10.20
Exhibit 10.4 of the
Company’s Current
Report on Form 8-K
filed November 20, 2020
File No. 1-36504
*10.21
Exhibit 10.2 of the
Company’s Current
Report on Form 8-K
filed January 8, 2021
File No. 1-36504
*10.22
Exhibit 10.3 of the
Company’s Current
Report on Form 8-K
filed January 8, 2021
File No. 1-36504
*10.23
Exhibit 10.4 of the
Company’s Current
Report on Form 8-K
filed January 8, 2021
File No. 1-36504
†*10.24
Weatherford International plc – 2020 Form 10-K | 103


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
*10.25
Exhibit 10.1 of the
Company’s Current
Report on Form 8-K
filed January 8, 2021
File No. 1-36504
*10.26
Exhibit 10.1 of the
Company’s Current
Report on Form 8-K
filed April 24, 2020
File No. 1-36504
*10.27
Exhibit 10.2 of the
Company’s Current
Report on Form 8-K
filed April 24, 2020
File No. 1-36504
*10.28
Exhibit 10.2 of the
Company’s Current
Report on Form 8-K
filed November 20, 2020
File No. 1-36504
10.29Exhibit 10.1 of May 9, 2016the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
10.30

Exhibit 10.2 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
10.31
Exhibit 10.1 of the
Company’s Current
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
10.32
Exhibit 10.3 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
Weatherford International plc – 2020 Form 10-K | 104


Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
10.33
Exhibit 10.3 of the
Company’s Current
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
10.34


Exhibit 10.4 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
10.35
Exhibit 10.5 of the
Company's
Company’s Current
Report on Form 8-K
filed May 10, 2016December 18, 2019
File No. 1-36504
10.51Exhibit 10.6 of the
Company's Current
Report on Form 8-K
filed May 10, 2016
File No. 1-36504
†*10.52File No. 1-36504
†12.1
†21.1
†23.1
†31.1
†31.2
††32.1
††32.2
**101†101.INSXBRL Instance Document - The following materials from Weatherford International plc's Annual Report on Form 10-K forinstance document does not appear in the year ended December 31, 2017, formattedinteractive data file because its XBRL tags are embedded within the inline XBRL document
†101.SCHXBRL Taxonomy Extension Schema Document
†101.CALXBRL Taxonomy Extension Calculation Linkbase Document
†101.DEFXBRL Taxonomy Extension Definition Linkbase Document
†101.LABXBRL Taxonomy Extension Label Linkbase Document
†101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in XBRL (eXtensible Business Reporting Language): (1) the Consolidated Balance Sheets,
(2) the Consolidated Statements of Operations,
(3) the Consolidated Statements of Comprehensive Income (Loss), (4) the Consolidated Statements of Shareholders' (Deficiency) Equity, (5) the Consolidated Statements of Cash Flows, and (6) the related notes to the Consolidated Financial Statements
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.



Weatherford International plc – 2020 Form 10-K | 105


Table of Contents    Valuation and Qualifying Accounts

Financial Statement Schedules
1.Valuation and qualifying accounts and allowances.

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, 20172020 AND 2019
AND PREDECESSOR PERIOD ENDED DECEMBER 13, 2019, AND DECEMBER 31, 2018
 Balance at   (Recovery)   Balance atBalance atBalance at
 Beginning   and   End ofBeginningEnd of
(Dollars in millions) of Period 
Expense (a)
 Additions 
Other (b) (c)
 Period(Dollars in millions)of PeriodExpenseRecoveries
Other (c)
Period
Year Ended December 31, 2017:          
Year Ended December 31, 2020 (Successor):Year Ended December 31, 2020 (Successor):
Allowance for Credit Losses on Accounts ReceivableAllowance for Credit Losses on Accounts Receivable$$32 $$32 
Valuation Allowance on Deferred Tax AssetsValuation Allowance on Deferred Tax Assets$1,166 $330 $$$1,499 
Excess and Obsolete Inventory ReserveExcess and Obsolete Inventory Reserve$$210 $$(91)$119 
Year Ended December 31, 2019 (Successor):Year Ended December 31, 2019 (Successor):
Allowance for Credit Losses on Accounts ReceivableAllowance for Credit Losses on Accounts Receivable$$$$$
Valuation Allowance on Deferred Tax AssetsValuation Allowance on Deferred Tax Assets$1,222 $(56)$$$1,166 
Excess and Obsolete Inventory ReserveExcess and Obsolete Inventory Reserve$$$$$
Year Ended December 13, 2019 (Predecessor):Year Ended December 13, 2019 (Predecessor):
Current Allowance for Uncollectible Accounts Receivable 129
 80
 
 (53) 156
Current Allowance for Uncollectible Accounts Receivable$123 $$(3)$(124)$
Long-term Allowance for Uncollectible Accounts Receivable 
 158
 
 15
 173
Long-term Allowance for Uncollectible Accounts Receivable (a)
Long-term Allowance for Uncollectible Accounts Receivable (a)
171 (3)(168)
Total Allowance for Uncollectible Accounts Receivable 129
 238
 
 (38) 329
Total Allowance for Uncollectible Accounts Receivable
$294 $$(6)$(292)$
          
Valuation Allowance on Deferred Tax Assets 1,738
 158
 
 (9) 1,887
Valuation Allowance on Deferred Tax Assets$1,702 $(480)$$$1,222 
Excess and Obsolete Inventory ReserveExcess and Obsolete Inventory Reserve$305 $163 $(4)$(464)$
          
Year Ended December 31, 2016:          
Allowance for Uncollectible Accounts Receivable 113
 69
 
 (53) 129
Year Ended December 31, 2018 (Predecessor):Year Ended December 31, 2018 (Predecessor):
Current Allowance for Uncollectible Accounts ReceivableCurrent Allowance for Uncollectible Accounts Receivable$156 $$(15)$(23)$123 
Long-term Allowance for Uncollectible Accounts Receivable (a)
Long-term Allowance for Uncollectible Accounts Receivable (a)
173 (2)171 
Total Allowance for Uncollectible Accounts Receivable (b)
Total Allowance for Uncollectible Accounts Receivable (b)
$329 $$(17)$(23)$294 
Valuation Allowance on Deferred Tax Assets 868
 872
 
 (2) 1,738
Valuation Allowance on Deferred Tax Assets$1,887 (166)(19)$1,702 
          
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
Excess and Obsolete Inventory ReserveExcess and Obsolete Inventory Reserve$635 86 (6)(410)$305 
(a)In the second quarter of 2017, we changed the accounting for revenue with our primary customer in Venezuela and reclassified $158 million of net accounts receivable for this customer to Other Non-Current Assets on the accompanying Consolidated Balance Sheets. In the fourth quarter of 2017, we recorded an allowance for uncollectible long-term receivables for the full net amount of $158 million.
(b)Other within the allowance for uncollectible accounts receivable as of December 2017 includes write-offs and amounts reclassified to long-term.
(c)Other in 2017 for valuation allowance on deferred taxes primarily due to currency translation.

(a)In 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. The long-term allowance was related to our primary customer in Venezuela. Upon 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 total recoveries in 2018, we collected $16 million on previously fully reserved Venezuelan accounts receivable.
(c)Other in 2018 for valuation allowance on deferred taxes is primarily due to currency translation. Other in 2019 almost entirely represents our Fresh Start Accounting adjustments to record our reserves at fair value at December 31, 2019. Generally, other within the allowance for credit losses on accounts receivable includes reductions to allowance reserves for currency translation, reclassification to other accounts or the write-off of the related allowance. Other within the excess and obsolete inventory reserve also includes removal of scrapped inventory that had been previously reserved.

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.



Weatherford International plc – 2020 Form 10-K | 106


Table of Contents

SIGNATURES
SIGNATURESKNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Girishchandra K. Saligram and H. Keith Jennings and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

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.authorized.
 
Weatherford International plc
 
/s/ Mark A. McCollumGirishchandra K. Saligram
Mark A. McCollumGirishchandra K. Saligram
President, and Chief Executive Officer and Director
(Principal Executive Officer)

Date: February 19, 2021

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/ Girishchandra K. SaligramPresident, Chief Executive Officer
and Director
February 19, 2021
Girishchandra K. Saligram(Principal Executive Officer)
SignaturesTitleDate
/s/ Mark A. McCollumH. Keith Jennings
President, Chief Executive Officer
 and Director
February 14, 2018
Mark A. McCollum(Principal Executive Officer)
/s/ Christoph BauschExecutive Vice President andFebruary 14, 201819, 2021
Christoph BauschH. Keith JenningsChief Financial Officer
(Principal Financial Officer)
/s/ Douglas M. MillsStuart FraserVice President andFebruary 14, 201819, 2021
Douglas M. MillsStuart FraserChief Accounting Officer
(Principal Accounting Officer)
/s/ Mohamed A. AwadCharles M. SledgeDirectorFebruary 14, 2018
Mohamed A. Awad
/s/ David J. ButtersDirectorFebruary 14, 2018
David J. Butters
/s/ Roxanne J. DecykDirectorFebruary 14, 2018
Roxanne J. Decyk
/s/John D. GassDirectorFebruary 14, 2018
John D. Gass
/s/Francis S. KalmanDirectorFebruary 14, 2018
Francis S. Kalman
/s/ David S. KingDirectorFebruary 14, 2018
David S. King
/s/ William E. MacaulayChairman of the Board and DirectorFebruary 14, 201819, 2021
William E. MacaulayCharles M. Sledge
/s/ Robert K. Moses, Jr.Benjamin C. Duster IVDirectorFebruary 14, 201819, 2021
Robert K. Moses, Jr.Benjamin C. Duster IV
/s/Guillermo Ortiz Neal P. GoldmanDirectorFebruary 14, 201819, 2021
Guillermo OrtizNeal P. Goldman
/s/ Emyr Jones ParryDirectorFebruary 14, 2018
Emyr Jones Parry
/s/ Jacqueline MutschlerDirectorFebruary 19, 2021
Jacqueline Mutschler


111Weatherford International plc – 2020 Form 10-K | 107