~~9. Short-Term~~7 – Borrowings and Other Debt Obligations


(Dollars in millions)	March 31, 2023		December 31, 2022




Current Portion of Finance Leases	$	15	$	14
Current Portion of 6.50% Senior Secured Notes due 2028 “2028 Senior Secured Notes”	—		11
Current Portion of 11.00% Exit Notes due 2024 “Exit Notes”	105		20

Current Portion of Long-term Debt	$	120	$	45

11.00% Exit Notes due 2024 “Exit Notes”	$	—	$	105
6.50% Senior Secured Notes due 2028 “2028 Senior Secured Notes”	441		471
8.625% Senior Notes due 2030 “2030 Senior Notes”	1,586		1,586
Long-term Portion Finance Leases	40		41
Long-term Debt	$	2,067	$	2,203

(Dollars in millions) September 30, 2017 December 31, 2016
Revolving Credit Agreement $ 225
$ —
Other short-term loans 28
2
Total short-term borrowings 253
2
Current portion of long-term debt and term loan agreement 138
177
Short-term borrowings and current portion of long-term debt $ 391
$ 179

Exit Notes

~~Revolving Credit Agreement and Secured Term Loan Agreement~~

At September 30, 2017, we had total commitments under our revolving credit facility (the “Revolving Credit Agreement”) maturing in July of 2019 of $1.0 billion and borrowings of $388 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 September 30, 2017, we had $691 million ~~available under the Credit Agreements and the following table summarizes our borrowing availability under these agreements:~~

(Dollars in millions) September 30, 2017
Facilities $ 1,388
Less uses of facilities:
Revolving credit agreement 225
Letters of credit 84
Secured term loan before debt issuance cost 388
Borrowing Availability $ 691

Loans under the Credit Agreements are subject to varying interest rates based on whether the loan is Eurodollar loan or an alternate base rate loan. We also incur a quarterly facility fee on the amount of the Revolving Credit Agreement. For the three months ended September 30, 2017, the interest rate for the Revolving Credit Agreement was LIBOR plus a margin rate of 2.80%. For the three months ended September 30, 2017, the interest rate for the Term Loan Agreement was LIBOR plus a margin rate of 2.30%.

Our Credit Agreements contain customary events of default, including our failure to comply with our financial covenants. We must maintain a leverage ratio of no greater than 2.5 to 1, a leverage and letters of credit ratio of no greater than 3.5 to 1 and an asset coverage ratio of at least 4.0 to 1. At September 30, 2017, we were in compliance with these financial covenants.

~~Other Borrowings and Debt Activity~~

On ~~June 26, 2017, we~~December 13, 2019, Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”) issued ~~an additional $250 million~~11.00% senior unsecured notes in aggregate principal amount of ~~our 9.875% senior notes due~~$2.1 billion maturing December 1, 2024 (“(the “Exit Notes”). ~~These~~Interest is payable semiannually on June 1 and December 1 of each year. The Exit Notes ~~were~~have been refinanced or redeemed in the years since issuance and in the first quarter of 2023, we redeemed $20 million in principal, leaving a remaining unpaid principal of $105 million at March 31, 2023, which also represents the carrying value. On April 20, 2023, we announced our intent to redeem the remaining principal of $105 million of our Exit Notes for a redemption price of 102.75% on May 22, 2023, plus accrued and unpaid interest.

2028 Senior Secured Notes

On September 30, 2021, Weatherford Bermuda issued ~~as additional securities under an indenture pursuant to which we previously issued $540 million~~6.50% senior secured notes in aggregate principal amount of $500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”). Interest is payable semiannually on September 15 and March 15 of each year, and commenced on March 15, 2022. In the first quarter of 2023, we repurchased $42 million in principal of our ~~9.875%~~2028 Senior Secured Notes. At March 31, 2023, the carrying value represents the remaining unpaid principal of $450 million offset by unamortized deferred issuance cost of $9 million. On April 19, 2023, Weatherford Bermuda, the Company and Weatherford International, LLC, a Delaware limited liability company (“Weatherford Delaware”), entered into a Second Supplemental Indenture relating to the 2028 Senior Secured Notes which amended the “Limitation on Restricted Payments” covenant to permit the purchase, repurchase, redemption, defeasance or other acquisition or retirement of the Exit Notes.

2030 Senior Notes

On October 27, 2021, Weatherford Bermuda issued 8.625% senior notes ~~due 2024.~~in aggregate principal amount of $1.6 billion maturing April 30, 2030 (the “2030 Senior Notes”). Interest is payable semiannually on June 1 and December 1 of each year, and commenced on June 1, 2022. At March 31, 2023, the carrying value represents the remaining unpaid principal of $1.6 billion offset by unamortized deferred issuance cost of $14 million.

WeCredit Agreement

Weatherford Bermuda, Weatherford Delaware, and Weatherford Canada Ltd. (“Weatherford Canada”), together, as borrowers, and the Company as parent, have ~~short-term borrowings with various domestic~~an amended and ~~international institutions pursuant~~restated credit agreement (the “Credit Agreement”). The Credit Agreement allows for a total commitment amount of $400 million maturing on October 17, 2026 (subject to ~~uncommitted credit facilities. At September~~a $250 million minimum liquidity covenant and a minimum interest coverage ratio and maximum ratio of funded debt), provided that no more than $50 million of our Exit Notes are outstanding on August 30, ~~2017,~~2024 (otherwise the maturity date becomes August 30, 2024). On March 24, 2023, we further amended the Credit Agreement to permit unlimited prepayments and other redemptions of

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indebtedness subject to (i) the ratio of funded debt (net of unrestricted cash in excess of $400 million) to consolidated adjusted EBITDA as defined in the Credit Agreement, not exceeding 2.50 to 1.00, (ii) no default or event of default existing and (iii) aggregate proforma liquidity in the event of a debt reduction equaling or exceeding $300 million (which previously was $350 million). The material terms of the Credit Agreement are otherwise unchanged. The obligations under the Credit Agreement are guaranteed by the Company and certain of our subsidiaries and secured by substantially all of the personal property of the Company and those subsidiaries.

As of March 31, 2023, we had ~~$28 million in short-term borrowings under these arrangements. In addition, we had $387~~$405 million of letters of credit outstanding, consisting of the $253 million under the Credit Agreement and another $152 million under various uncommitted bi-lateral facilities of(of which ~~$72~~there was $146 million ~~has been~~in cash ~~collateralized (included~~collateral held and recorded in ~~“Cash and Cash Equivalents” in~~“Restricted Cash” on the ~~accompanying~~ Condensed Consolidated Balance Sheets),. At March 31, 2023, we had $147 million remaining letters of credit available under our Credit Agreement.

Accrued Interest

As of March 31, 2023 and ~~$59~~December 31, 2022, we had accrued interest of approximately $51 million ~~of surety bonds, primarily performance bonds, issued by financial sureties against an indemnification from us at September 30, 2017.~~

~~In June 2017, we repaid $88~~and $22 million, ~~of our 6.35% Senior Notes on the maturity date. At September 30, 2017, the current portion of long-term debt was~~respectively, in “Other Current Liabilities” primarily related to ~~$66 million of our 6.00%~~the Exit Notes, 2028 Senior Secured Notes ~~due March 2018, the $50 million current portion of our Term Loan Agreement~~ and ~~$22 million of current portion of capital leases and other debt.~~2030 Senior Notes.

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~~10. Fair Value of Financial Instruments~~

~~Financial Instruments 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 11 – Derivative Instruments”, we had no other material assets or liabilities measured and recognized at fair value on a recurring basis at September 30, 2017 and December 31, 2016.

~~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,~~ short-term borrowings, when applicable, approximates their fair value due to their short maturities. ~~These short-term borrowings are classified as Level 2 in the fair value hierarchy.~~

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 table below presents the fair value and carrying value of our ~~senior notes were as follows:~~ long-term debt (excluding finance leases).


	March 31, 2023				December 31, 2022
(Dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
11.00% Exit Notes due 2024	$	105	$	108	$	125	$	128
6.50% Senior Secured Notes due 2028	441		452		482		482
8.625% Senior Notes due 2030	1,586		1,626		1,586		1,544
Long-Term Debt (excluding Finance Leases)	$	2,132	$	2,186	$	2,193	$	2,154

(Dollars in millions) September 30, 2017 December 31, 2016
Fair value $ 7,231
$ 6,739
Carrying value 7,210
7,028

~~11. Derivative Instruments~~

From time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk. We manage our debt portfolio to achieve an overall desired position of fixed and floating rates, and we may employ interest rate swaps as a tool to achieve that goal. We enter into foreign currency forward contracts and cross-currency swap contracts to economically hedge our exposure to fluctuations in various foreign currencies. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates, changes in foreign exchange rates and the creditworthiness of the counterparties in such transactions.

We monitor the creditworthiness of our counterparties, which are multinational commercial banks. The fair values of all our outstanding derivative instruments are determined using a model with Level 2 inputs including quoted market prices for contracts with similar terms and maturity dates.

~~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 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.

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8 – Disputes, Litigation and Legal Contingencies

The warrant fair value is considered a Level 3 valuation and is estimated using a combination of the Black Scholes option valuation model and Monte-Carlo simulation. Inputs to these models include Weatherford’s share price and volatility and the risk free interest rate. The valuation also considers the probabilities of future share issuances and anticipated issuance discounts, which are considered Level 3 inputs. The fair value of the warrant was $156 million on December 31, 2016 and $98 million on September 30, 2017, generating an unrealized loss of $7 million for the third quarter of 2017 and an unrealized gain of $58 million for the first nine months of 2017. The change in fair value of the warrant during the first nine months of 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 share issuance.

~~Fair Value Hedges~~

We may use interest rate swaps to help mitigate exposures related to changes in the fair values of fixed-rate debt. The interest rate swap would be 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 September 30, 2017, we did not have any fair value hedges designated.

As of September 30, 2017, we had net unamortized premiums on fixed-rate debt of $4 million associated with fair value hedge terminations. These premiums are being amortized over the remaining term of the originally hedged debt as a reduction in interest expense included in “Interest Expense, Net” on the accompanying Condensed Consolidated Statements of Operations.

~~Cash Flow Hedges~~

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 Income (Loss)” to interest expense over the remaining term of the debt. As of September 30, 2017, we had net unamortized losses of $9 million associated with our cash flow hedge terminations. As of September 30, 2017, we did not have any cash flow hedges designated.

~~Foreign Currency and Warrant Derivative Instruments~~

At September 30, 2017 and December 31, 2016, we had outstanding foreign currency forward contracts with notional amounts aggregating to $1.2 billion and $1.6 billion, 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.

Our foreign currency derivatives are not designated as hedges under ASC 815, and the changes in fair value of the contracts are recorded each period in “Other Expense, Net” on the accompanying Condensed Consolidated Statements of Operations. The total estimated fair values of our foreign currency forward contracts and warrant derivative were as follows:

(Dollars in millions) September 30, 2017 December 31, 2016 Classification
Derivative assets not designated as hedges:
Foreign currency forward contracts $ 10
$ 7
Other Current Assets

Derivative liabilities not designated as hedges:
Foreign currency forward contracts (5 ) (14 ) Other Current Liabilities
Warrant on Weatherford Shares (98 ) (156 ) Other Non-current Liabilities

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~~The amount of derivative instruments’ gain or (loss) on the Condensed Consolidated Statements of Operations is in the table below.~~

Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions) 2017 2016 2017 2016 Classification
Foreign currency forward contracts $ 2
$ (22 ) $ (20 ) $ (12 ) Other Expense, Net
Warrant on Weatherford Shares (7 ) —
58
—
Warrant Fair Value Adjustment

~~12. Income Taxes~~

We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items and pre-tax losses for which no benefit has been recognized) for the reporting period. For the three month and nine months periods ended September 30, 2017, we determined that since small changes in estimated ordinary annual income would result in significant changes in the estimated annual effective tax rate, the use of a discrete effective tax rate is appropriate for the current quarter. The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis. We will use this method each quarter until the annual effective tax rate method is deemed appropriate. For the third quarter and the first nine months of 2017, we had a tax expense of $25 million and $75 million, respectively, on a loss before income taxes of $226 million and $784 million, respectively. Results for the third quarter and the first nine months of 2017 include losses with no significant tax benefit. The tax expense for the third quarter and the first nine months of 2017 also includes withholding taxes, minimum taxes and deemed profit taxes that do not directly correlate to ordinary income or loss.

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. We continuesubject to anticipate a possible reduction in the balance of uncertain tax positions of approximately $10 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

~~For both the third quarter~~lawsuits and ~~the first nine months of 2016, we had a tax expense of $692 million and $489 million, respectively, on a loss before income taxes of $1.1 billion and $2.3 billion, respectively. The primary component~~claims arising out of the tax expense for the third quarter and first nine months of 2016 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. As a result, additional valuation allowances have been established for the United States and other jurisdictions.

Our results for the third quarter of 2016 include charges with no significant tax benefit principally related to $436 million of long-lived asset impairment, $198 million of excess and obsolete inventory charges, $62 million in accounts receivable reserves and write-offs, and $44 million of other asset write-offs and charges. In addition, we recorded a tax charge of $137 million for a non-cash tax expense related to an internal restructuring of subsidiaries.

Our results for the first nine months of 2016 also include charges with no significant tax benefit principally related to $436 million of long-lived asset impairment, $213 million of excess and obsolete inventory charges, $140 million of settlement charges, $84 million related to a note adjustment for our largest customer in Venezuela, $78 million of bond tender premium, $62 million in accounts receivable reserves and write-offs, $31 million of currency devaluation related to the Angolan kwanza, $20 million in pressure pumping business related charges, and $15 million in supply agreement charges related to a non-core business divestitures. In addition, we recorded a tax charge of $526 million for the establishment of a valuation allowance, and $137 million for a non-cash tax expense related to an internal restructuring of subsidiaries.

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~~13. Shareholders’ Equity~~

~~The following summarizes our shareholders’ equity activity for the first nine months of 2017 and 2016:~~

(Dollars in millions) Par Value of Issued Shares Capital in Excess of Par Value Retained Earnings (Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling Interests Total Shareholders’ Equity
Balance at December 31, 2015 $ 1
$ 5,502
$ 442
$ (1,641 ) $ 61
$ 4,365
Net Income (Loss) —
—
(2,843 ) —
14
(2,829 )
Other Comprehensive Income —
—
—
92
—
92
Dividends Paid to Noncontrolling Interests —
—
—
—
(15 ) (15 )
Issuance of Common Shares —
623
—
—
—
623
Issuance of Exchangeable Notes —
97
—
—
—
97
Equity Awards Granted, Vested and Exercised —
51
—
—
—
51
Other —
—
—
—
(1 ) (1 )
Balance at September 30, 2016 $ 1
$ 6,273
$ (2,401 ) $ (1,549 ) $ 59
$ 2,383

Balance at December 31, 2016 $ 1
$ 6,571
$ (2,950 ) $ (1,610 ) $ 56
$ 2,068
Net Income (Loss) —
—
(875 ) —
16
(859 )
Other Comprehensive Income —
—
—
121
—
121
Dividends Paid to Noncontrolling Interests —
—
—
—
(16 ) (16 )
Equity Awards Granted, Vested and Exercised —
70
—
—
—
70
Balance at September 30, 2017 $ 1
$ 6,641
$ (3,825 ) $ (1,489 ) $ 56
$ 1,384

In March 2016, we issued 115 million ordinary shares, and the amount in excess of par value of $623 million is reported in “Capital in Excess of Par Value” on the accompanying Condensed Consolidated Balance Sheets.

On June 7, 2016, we issued exchangeable notes with a par value of $1.265 billion. The exchange feature carrying value of $97 million is included in the line captioned “Capital in Excess of Par Value” on the accompanying Condensed Consolidated Balance Sheets.

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~~The following table presents the changes in our accumulated other comprehensive loss by component for the first nine months of 2017 and 2016:~~

(Dollars in millions) Currency Translation Adjustment Defined Benefit Pension Deferred Loss on Derivatives Total
Balance at December 31, 2015 $ (1,602 ) $ (29 ) $ (10 ) $ (1,641 )

Other Comprehensive Income before Reclassifications 90
1
—
91
Reclassifications —
—
1
1
Net activity 90
1
1
92

Balance at September 30, 2016 $ (1,512 ) $ (28 ) $ (9 ) $ (1,549 )

Balance at December 31, 2016 $ (1,614 ) $ 13
$ (9 ) $ (1,610 )

Other Comprehensive Income before Reclassifications 165
—
—
165
Reclassifications —
(44 ) —
(44 )
Net activity 165
(44 ) —
121

Balance at September 30, 2017 $ (1,449 ) $ (31 ) $ (9 ) $ (1,489 )

~~Defined benefit pension reclassifications relate to amortization of unrecognized net gains associated primarily with our supplemental executive retirement plan.~~

~~14. Earnings per Share~~

~~Basic earnings per share for all periods presented equals net income (loss) divided by the weighted average number~~nature of our shares outstanding during the period including participating securities. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of our shares outstanding during the period including participating securities, adjusted for the dilutive effect of our stock options, restricted shares and performance share units. The following table presents our basic and diluted weighted average shares outstanding for the third quarter and the first nine months of 2017 and 2016:

Three Months Ended September 30, Nine Months Ended September 30,
(Shares in millions) 2017 2016 2017 2016
Basic and Diluted weighted average shares outstanding 990
899
989
871

Our basic and diluted weighted average shares outstanding for the periods presented are equivalent due to the net loss attributable to shareholders. Diluted weighted average shares outstanding for the third quarter and the first nine months of 2017 and 2016 exclude potential shares for stock options, restricted shares, performance share units, exchangeable notes, warrant outstanding and the Employee Stock Purchase Plan as we have net losses for those periods, and their inclusion would be anti-dilutive. The following table presents the number of anti-dilutive shares excluded for the third quarter and the first nine months of 2017 and 2016:

Three Months Ended September 30, Nine Months Ended September 30,
(Shares in millions) 2017 2016 2017 2016
Anti-dilutive potential shares due to net loss 250
166
250
71

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~~15. Share-Based Compensation~~

business. We ~~recognized the following employee share-based compensation expense during the third quarter and the first nine months of 2017 and 2016:~~

Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions) 2017 2016 2017 2016
Share-based compensation $ 14
$ 19
$ 55
$ 57
Related tax benefit —
(8 ) —
—

During the first nine months of 2017, we granted to certain employees approximately 3.1 million performance share units that will vest with continued employment if the Company meets certain market-based performance goals. The performance share units have a weighted average grant date fair value of $6.06 per share based on the Monte Carlo simulation method. The assumptions used in the Monte Carlo simulation included a weighted average risk-free rate of 1.17%, volatility of 67% and a zero dividend yield. As of September 30, 2017, there was $12 million of unrecognized compensation expense related to our performance share units. This cost is expected to be recognized over a weighted average period of less than 2 years.

During the first nine months of 2017, we also granted 5 million restricted share units at a weighted average grant date fair value of $5.11 per share. As of September 30, 2017, there was $55 million of unrecognized compensation expense related to our unvested restricted share grants. This cost is expected to be recognized over a weighted average period of less than 2 years.

~~16. Segment Information~~

Financial information by segment is summarized below. Revenues are attributable to countries based on the ultimate destination of the sale of products or performance of services. The accounting policies of the segments are the same as those described in the summary of significant accounting policies as presented in our Form 10-K. In the beginning of the fourth quarter of 2017, management commenced with the implementation of internal changes to the Company’s organization structure and as a result we are in the process of reassessing our reportable segments. See “Note 20 – Subsequent Event” for additional information.

Three Months Ended September 30, 2017
(Dollars in millions)
Net
Operating
Revenues

Income (Loss)
from
Operations

Depreciation
and
Amortization
North America $ 538
$ 33
$ 39
MENA/Asia Pacific 335
8
49
Europe/SSA/Russia 252
14
36
Latin America 229
(5 ) 49
Subtotal 1,354
50
173
Land Drilling Rigs 106
(16 ) 23
1,460
34
196
Corporate and Research and Development (70 ) 3
Restructuring Charges ^(a)
(34 )
Asset Write-Downs and Other 2

Litigation Credit 4

Total $ 1,460
$ (64 ) $ 199


~~(a)~~	Includes restructuring charges of $34 million: $20 million in MENA/Asia Pacific, $9 million in Latin America, $2 million in Europe/SSA/Russia, $2 million in Corporate and Research and Development, and $1 million in North America.

~~Table of Contents~~

Three Months Ended September 30, 2016
(Dollars in millions)
Net
Operating
Revenues

Income (Loss)
from
Operations

Depreciation
and
Amortization
North America $ 449
$ (95 ) $ 55
MENA/Asia Pacific 329
(8 ) 60
Europe/SSA/Russia 225
(3 ) 45
Latin America 255
14
56
Subtotal 1,258
(92 ) 216
Land Drilling Rigs 98
(19 ) 22
1,356
(111 ) 238
Corporate and Research and Development (63 ) 4
Long-lived Asset Impairments, Write-Downs and Other Charges ^(b)
(740 )
Restructuring Charges^(c)
(22 )
Litigation Charges, Net (9 )
Total $ 1,356
$ (945 ) $ 242


~~(b)~~	Includes $436 million in long-lived asset impairments, $198 million in inventory write-downs, $62 million in accounts receivable reserves and write-offs, and $44 million of other asset write-offs and charges.


~~(c)~~	~~Includes restructuring charges of $22 million: $10 million in Latin America, $5 million in North America, $5 million in MENA/Asia Pacific, and $2 million in Corporate and Research and Development.~~

Nine Months Ended September 30, 2017
(Dollars in millions)
Net
Operating
Revenues

Income (Loss)
from
Operations

Depreciation
and
Amortization
North America $ 1,503
$ 17
$ 119
MENA/Asia Pacific 996
14
151
Europe/SSA/Russia 740
9
114
Latin America ^(a)
674
(31 ) 148
Subtotal 3,913
9
532
Land Drilling Rigs 296
(66 ) 70
4,209
(57 ) 602
Corporate and Research and Development (211 ) 9
Restructuring Charges ^(b)
(140 )
Asset Write-Downs and Other 17

Litigation Credit 4

Total $ 4,209
$ (387 ) $ 611


~~(a)~~	In the second quarter of 2017, the Company changed its accounting for revenue with our largest customer in Venezuela. The total impact of this change for the first six months of 2017 related to prior periods is a reduction in revenues and income from operations of approximately $23 million for the second half of 2016. See “~~Note 1 – General” for additional details.~~


~~(b)~~	Includes restructuring charges of $140 million: $31 million in Europe/SSA/Russia, $29 million in MENA/Asia Pacific, $29 million in Corporate and Research and Development, $25 million in Latin America, $24 million in North America, and $2 million in Land Drilling Rigs.

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Nine Months Ended September 30, 2016
(Dollars in millions)
Net
Operating
Revenues

Income (Loss)
from
Operations

Depreciation
and
Amortization
North America $ 1,393
$ (324 ) $ 167
MENA/Asia Pacific 1,090
(4 ) 181
Europe/SSA/Russia 725
(3 ) 141
Latin America 809
59
173
Subtotal 4,017
(272 ) 662
Land Drilling Rigs 326
(62 ) 67
4,343
(334 ) 729
Corporate and Research and Development (226 ) 12
Long-lived Asset Impairments, Write-Downs and Other Charges ^(c)

(952 )
Restructuring Charges^(d)
(150 )
Litigation Charges, Net (190 )
Total $ 4,343
$ (1,852 ) $ 741

~~(c)~~

~~Includes $436 million in long-lived asset impairments,~~ ~~$213 million~~ in inventory write-downs, $121 million in other asset write-offs and charges, $84 million to adjust a note from our largest customer in Venezuela to fair value, $62 million in accounts receivable reserves and write-offs, $20 million in pressure pumping related charges, and $15 million in supply agreement charges related to a non-core business divestiture.


~~(d)~~	Includes restructuring charges of $150 million: $44 million in North America, $37 million in Latin America, $25 million in Europe/SSA/Russia, $25 million in MENA/Asia Pacific, $14 million in Corporate and Research and Development and $5 million in Land Drilling Rigs.

~~17. Disputes, Litigation and Contingencies~~

~~Shareholder Litigation~~

In 2010, three shareholder derivative actions were filed, purportedly on behalf of the Company, asserting breach of duty and other claims against certain 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 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. We cannot reliably predict the outcome of the remaining claims, including the amount of any possible loss.

~~Securities Class Action Settlement~~

~~On June 30, 2015, we signed a stipulation to settle a shareholder securities class action captioned~~ ~~Freedman v. Weatherford International Ltd., et al., No. 1:12-cv-02121-LAK (S.D.N.Y.) for $120 million subject to notice to the class and court approval. The~~ ~~Freedman~~ lawsuit had been filed in the U.S. District Court for the Southern District of New York in March 2012, and alleged that we and certain current and former officers of Weatherford violated the federal securities laws in connection with the restatements of the Company’s historical financial statements announced on February 21, 2012 and July 24, 2012. On November 4, 2015, the U.S. District Court for the Southern District of New York entered a final judgment and an order approving the settlement. Pursuant to the settlement, we were required to pay $120 million, which was partially funded by insurance proceeds. There was no admission of liability or fault by a party in connection with the settlement. We are pursuing reimbursement from our insurance carriers and recovered $23 million of the settlement amount to date, of which $4 million was recovered in the second quarter of 2017.

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~~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 tax internal controls 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 when due in March of 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 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 continue to maintain a reserve in the amount of the judgment, and an appellate brief was filed on June 16, 2017 to the First Court of Appeals in Houston, Texas.

~~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 seven 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-suit on the grounds of inequitable conduct before the USPTO. The Company is seeking attorneys’ fees and costs incurred in the lawsuit.

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. The parties are still awaiting a decision from the Court. If the Federal Court upholds the validity of the patent, a trial on infringement will be held in September 2018. The parties mediated both the U.S. and Canadian cases on July 5, 2017, but were unable to reach a settlement.

During the second quarter of 2017, the negotiations related to this matter progressed to a point where we recognized a liability for a loss contingency that we believe to be probable and for which a reasonable estimate could be made. The estimate remains unchanged as of September 30, 2017. In both cases, we will continue to defend ourselves vigorously. If one or more negative outcomes were to occur in either case, the impact to our financial position, results of operations, or cash flows could be material.

~~Other Disputes and Litigation~~

Additionally, we are aware of various disputes and potential claims and are a party in various litigation involving claims against us, including as a defendant in various employment claims alleging our failure to pay certain classes of workers overtime in compliance with the Fair Labor Standards Act for which an agreement was reached and settled during 2016. Some of these disputes and claims are covered by insurance. 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.

~~Table of Contents~~

~~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 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 ~~matters,~~cases, the aggregate impact to our financial condition could be material.

Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022 were ~~$91~~$44 million and ~~$181~~$41 million, respectively.

~~Other Contingencies~~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 the Court granted the motion on May 14, 2021. URS appealed the Court’s Opinion on Dismissal to the Court of Appeals for the Fifth Circuit, and the parties are continuing to await a decision. We cannot reliably predict the outcome of the claims, including the amount of any possible loss.

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9 – Shareholders’ Equity

The ~~contractual residual value guarantee balance of $28 million~~change in “Other Non-Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets at December 31, 2016 was extinguished after the underlying leased equipment in our North America pressure pumping operations was purchased during the first quarter of 2017.

~~We have minimum purchase commitments related to supply contracts~~shares issued and maintain a liability at September 30, 2017 of $122 million for losses incurred on the contracts, of which $52 million is recorded in “Other Current Liabilities,” $47 million is recorded in “Other Non-Current Liabilities” and $23 million to be contributed to the OneStim joint venture is recorded in “Liabilities Held for Sale”outstanding on our Condensed Consolidated Balance ~~Sheets.~~Sheets from 71 million as of December 31, 2022 to 72 million as of March 31, 2023, was due to equity awards granted, vested, and exercised, net of shares withheld for taxes. The following summarizes our shareholders’ equity activity for the three months ended March 31, 2023 and 2022:


(Dollars in millions)	Capital in Excess of Par Value		Retained Deficit		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Shareholders’ Equity
Balance at December 31, 2022	$	2,928	$	(2,371)	$	(22)	$	16	$	551
Net Income	—		72		—		9		81
Dividends to Noncontrolling Interests	—		—		—		(6)		(6)
Equity Awards Granted, Vested and Exercised, Net of Shares Withheld for Taxes	(43)		—		—		—		(43)
Other Comprehensive Income	—		—		3		—		3

Balance at March 31, 2023	$	2,885	$	(2,299)	$	(19)	$	19	$	586













Balance at December 31, 2021	$	2,904	$	(2,397)	$	(35)	$	24	$	496
Net Income (Loss)	—		(80)		—		6		(74)
Equity Awards Granted, Vested and Exercised, Net of Shares Withheld for Taxes	4		—		—		—		4



Balance at March 31, 2022	$	2,908	$	(2,477)	$	(35)	$	30	$	426

~~18. New Accounting Pronouncements~~The following table presents the changes in our accumulated other comprehensive income (loss) by component for the three months ended March 31, 2023 and 2022:


(Dollars in millions)	Currency Translation Adjustment		Defined Benefit Pension		Total
Balance at December 31, 2022	$	(41)	$	19	$	(22)

Other Comprehensive Income	3		—		3



Balance at March 31, 2023	$	(38)	$	19	$	(19)

Balance at December 31, 2021	$	(36)	$	1	$	(35)

Other Comprehensive Income	—		—		—



Balance at March 31, 2022	$	(36)	$	1	$	(35)

~~Accounting Changes~~

~~In May 2017,~~

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10 – Income (Loss) per Share

Basic income (loss) per share for all periods presented equals net income (loss) divided by our weighted average shares outstanding during the ~~Financial~~period. Diluted income (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including potential dilutive ordinary shares. Antidilutive shares represent potentially dilutive securities which are excluded from the computation of diluted income or loss per share as their impact was antidilutive. These include potential ordinary shares issuable for restricted share units, performance share units, phantom restricted share units, and outstanding warrants. Our basic and dilutive weighted average shares outstanding for periods presented with a net loss are equivalent as the inclusion of potential dilutive securities is antidilutive. A reconciliation of the number of shares used for the basic and diluted income (loss) per share calculation was as follows:


	Three Months Ended March 31,
(Dollars and shares in millions, except per share amounts)	2023		2022
Net Income (Loss) Attributable to Weatherford	$	72	$	(80)

Basic Weighted Average Shares Outstanding	72		70
Dilutive Effect of Awards Granted in Stock Incentive Plans	2		—
Diluted Weighted Average Shares Outstanding	74		70

Antidilutive Shares	9		11
Basic Income (Loss) Per Share Attributable to Weatherford	$	1.00	$	(1.14)
Diluted Income (Loss) Per Share Attributable to Weatherford	$	0.97	$	(1.14)

11 – Income Taxes

Effective for the three months ended March 31, 2023, the Company changed to calculating the income tax provision using the estimated annual effective tax rate method in accordance with Accounting Standards ~~Board (“FASB”) issued ASU 2017-09,~~ ~~Compensation~~Codification “ASC” 740 - ~~Stock Compensation (Topic 718): Scope~~Income Taxes and is no longer applying the exception, which allowed the use of ~~Modification Accounting~~,the year-to-date effective tax rate method. The Company believes the change is appropriate as it is able to reliably calculate the estimated annual effective tax rate due to sustained profitability and confidence in future earnings.

For the three months ended March 31, 2022, we determined our quarterly tax provision using the year-to-date effective tax rate method because the estimated annual approach was not reliable given that small changes in estimated ordinary annual income resulted in significant changes in our estimated annual effective tax rate.

In the three months ended March 31, 2023, we recognized tax expense of $38 million compared to the three months ended March 31, 2022 where we recognized tax expense of $28 million. The relationship between our pre-tax income or loss and our income tax provision or benefit varies from period to period due to various factors which ~~clarifies~~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. 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 residents for income tax purposes. Our income tax provisions are primarily driven by income in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that ~~modification accounting is required only if the fair value, the vesting conditions,~~do not directly correlate to ordinary income or ~~the classification of a share-based payment award changes~~loss and other adjustments. Certain charges and impairments recognized do not result in significant tax benefit as a result of ~~changes in terms~~being attributed to a non-income tax jurisdiction or ~~conditions~~our inability to forecast realization of the ~~award.~~ tax benefit of such losses. This is partially offset by the utilization of previously unbenefited deferred tax assets, such as net operating loss carryforwards.

We routinely undergo tax examination in various jurisdictions. We cannot predict the timing or outcome regarding resolution of these tax examinations or if they will have ~~elected to early adopt ASU 2017-09 in the second quarter of 2017 and the adoption of this ASU had no~~a material impact on our ~~Consolidated Financial Statements.~~

Infinancial statements. As of March ~~2016, the FASB issued ASU 2016-09,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~. ASU 2016-09 requires all income tax effects related to share-based payments at settlement (or expiration) be recorded through the income statement, including unrealized excess tax benefits. ASU 2016-09 also requires that all tax related cash flows resulting from share-based payments be presented as operating activities in the statement of cash flows. In addition, the guidance allows entities to increase the net-share settlement of an employee’s shares for tax withholding purposes without triggering liability accounting and to make a policy election to estimate forfeitures or recognize them as they occur. Finally, the new guidance requires all cash payments made to a taxing authority on an employee’s behalf for shares withheld be presented as financing activities in the statement of cash flows.

We adopted ASU 2016-09 in the first quarter of 2017. We prospectively adopted the changes requiring all tax effects related to share-based payments to be recorded through the income statement and all tax related cash flows from share based payments to be presented as operating activities 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 $5 million from other operating activities to other financing activities in the Statements of Cash Flows for the nine months ended September 30, 2016.

~~Accounting Standards Issued Not Yet Adopted~~

In July 2017, the FASB issued ASU 2017-11, which amends the accounting for certain equity-linked financial instruments and states a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. For an equity-linked financial instrument no longer accounted for as a liability at fair value, the amendments require a down round to be treated as a dividend and as a reduction of income available to 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 is evaluating the impact that the ASU will have on our Consolidated Financial Statements and whether we will early adopt the ASU.

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~~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. The standard is required to be applied on a retrospective basis and will be effective beginning with the first quarter of 2018, although early adoption is permitted. We are evaluating the impact that this new standard will have on our Consolidated Financial Statements.

~~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. Early adoption is permitted. We estimate that the impact that this new standard will have on our Consolidated Financial Statements will be a reversal of $110 million of prepaid taxes through retained earnings.

~~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,31, 2023, we anticipate that ~~Weatherford’s assets~~it is reasonably possible that our uncertain tax positions of $261 million, including interest and ~~liabilities will increase~~penalties, may decrease by up to $34 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

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12 – Subsequent Events

April 19, 2023, Weatherford Bermuda, the Company and Weatherford Delaware, entered into a ~~significant amount.~~

~~This standard will be effective for us beginning with~~Second Supplemental Indenture relating to the ~~first quarter of 2019. We do not anticipate adopting ASU 2016-02 early,~~2028 Senior Secured Notes which ~~is permitted under~~amended the ~~standard. ASU 2016-02 requires lessees and lessors~~“Limitation on Restricted Payments” covenant to ~~recognize and measure leases at~~permit the ~~beginning~~purchase, repurchase, redemption, defeasance or other acquisition or retirement of the ~~earliest period presented using a modified retrospective transition method but permits certain practical expedients~~Exit Notes.

On April 20, 2023, we announced our intent to ~~be applied, which may exclude certain leases that commenced before~~redeem the ~~effective date.~~

~~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~~remaining principal 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 intend to adopt ASU 2014-09 as of its effective date in the first quarter of 2018. ASU 2014-09 permits two transition methods: the retrospective method or the modified retrospective method. Weatherford will be applying 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 planned and commenced our implementation of ASU 2014-09. We have substantially 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$105 million of our ~~product lines~~Exit Notes for a redemption price of 102.75% on May 22, 2023, plus accrued 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 is not expected to materially affect us. Any changes are not expected to have any direct impact to our cash flows.unpaid interest.

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~~19. Condensed Consolidating Financial Statements~~

Weatherford International plc (“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 its 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 notes of Weatherford Delaware were guaranteed by Weatherford Bermuda at September 30, 2017 and December 31, 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 September 30, 2017 and December 31, 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, (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)~~

~~Three Months Ended September 30, 2017~~

~~(Unaudited)~~

(Dollars in millions)
Weatherford
Ireland
Weatherford Bermuda Weatherford Delaware
Other
Subsidiaries
Eliminations Consolidation
Revenues $ —
$ —
$ —
$ 1,460
$ —
$ 1,460
Costs and Expenses (3 ) 6
1
(1,528 ) —
(1,524 )
Operating Income (Loss) (3 ) 6
1
(68 ) —
(64 )

Other Income (Expense):
Interest Expense, Net —
(149 ) (10 ) 6
5
(148 )
Intercompany Charges, Net (2 ) 1
(59 ) 60
—
—
Equity in Subsidiary Income (Loss) (244 ) (518 ) (445 ) —
1,207
—
Other, Net (7 ) (54 ) (53 ) 48
52
(14 )
Income (Loss) Before Income Taxes (256 ) (714 ) (566 ) 46
1,264
(226 )
(Provision) Benefit for Income Taxes —
—
—
(25 ) —
(25 )
Net Income (Loss) (256 ) (714 ) (566 ) 21
1,264
(251 )
Noncontrolling Interests —
—
—
5
—
5
Net Income (Loss) Attributable to Weatherford $ (256 ) $ (714 ) $ (566 ) $ 16
$ 1,264
$ (256 )
Comprehensive Income (Loss) Attributable to Weatherford $ (168 ) $ (687 ) $ (538 ) $ 104
$ 1,121
$ (168 )

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~~Condensed Consolidating Statement of Operations and~~

~~Comprehensive Income (Loss)~~

~~Three Months Ended September 30, 2016~~

~~(Unaudited)~~

(Dollars in millions)
Weatherford
Ireland

Weatherford
Bermuda

Weatherford
Delaware

Other
Subsidiaries
Eliminations Consolidation
Revenues $ —
$ —
$ —
$ 1,356
$ —
$ 1,356
Costs and Expenses (3 ) (6 ) (1 ) (2,291 ) —
(2,301 )
Operating Income (Loss) (3 ) (6 ) (1 ) (935 ) —
(945 )

Other Income (Expense):
Interest Expense, Net —
(127 ) (13 ) 7
4
(129 )
Intercompany Charges, Net (3 ) 11
(50 ) 42
—
—
Equity in Subsidiary Income (1,774 ) (1,662 ) (1,291 ) —
4,727
—
Other, Net —
(62 ) (49 ) 60
41
(10 )
Income (Loss) Before Income Taxes (1,780 ) (1,846 ) (1,404 ) (826 ) 4,772
(1,084 )
(Provision) Benefit for Income Taxes —
—
(138 ) (554 ) —
(692 )
Net Income (Loss) (1,780 ) (1,846 ) (1,542 ) (1,380 ) 4,772
(1,776 )
Noncontrolling Interests —
—
—
4
—
4
Net Income (Loss) Attributable to Weatherford $ (1,780 ) $ (1,846 ) $ (1,542 ) $ (1,384 ) $ 4,772
$ (1,780 )
Comprehensive Income (Loss) Attributable to Weatherford $ (1,822 ) $ (1,861 ) $ (1,554 ) $ (1,427 ) $ 4,842
$ (1,822 )

~~Table of Contents~~

~~Condensed Consolidating Statement of Operations and~~

~~Comprehensive Income (Loss)~~

~~Nine Months Ended September 30, 2017~~

~~(Unaudited)~~

(Dollars in millions)
Weatherford
Ireland
Weatherford Bermuda Weatherford Delaware
Other
Subsidiaries
Eliminations Consolidation
Revenues $ —
$ —
$ —
$ 4,209
$ —
$ 4,209
Costs and Expenses (11 ) 45
2
(4,632 ) —
�� (4,596 )
Operating Income (Loss) (11 ) 45
2
(423 ) —
(387 )

Other Income (Expense):
Interest Expense, Net —
(432 ) (30 ) 21
14
(427 )
Intercompany Charges, Net 2
(89 ) (102 ) 189
—
—
Equity in Subsidiary Income (Loss) (924 ) (650 ) (265 ) —
1,839
—
Other, Net 58
(23 ) (1 ) (2 ) (2 ) 30
Income (Loss) Before Income Taxes (875 ) (1,149 ) (396 ) (215 ) 1,851
(784 )
(Provision) Benefit for Income Taxes —
—
—
(75 ) —
(75 )
Net Income (Loss) (875 ) (1,149 ) (396 ) (290 ) 1,851
(859 )
Noncontrolling Interests —
—
62
—
16
—
16
Net Income (Loss) Attributable to Weatherford $ (875 ) $ (1,149 ) $ (396 ) $ (306 ) $ 1,851
$ (875 )
Comprehensive Income (Loss) Attributable to Weatherford $ (754 ) $ (1,153 ) $ (436 ) $ (184 ) $ 1,773
$ (754 )

~~Table of Contents~~

~~Condensed Consolidating Statement of Operations and~~

~~Comprehensive Income (Loss)~~

~~Nine Months Ended September 30, 2016~~

~~(Unaudited)~~

(Dollars in millions)
Weatherford
Ireland

Weatherford
Bermuda

Weatherford
Delaware

Other
Subsidiaries
Eliminations Consolidation
Revenues $ —
$ —
$ —
$ 4,343
$ —
$ 4,343
Costs and Expenses (150 ) (6 ) 4
(6,043 ) —
(6,195 )
Operating Income (Loss) (150 ) (6 ) 4
(1,700 ) —
(1,852 )

Other Income (Expense):
Interest Expense, Net —
(331 ) (39 ) —
7
(363 )
Intercompany Charges, Net 9
(30 ) (96 ) (223 ) 340
—
Equity in Subsidiary Income (2,702 ) (1,922 ) (1,479 ) —
6,103
—
Other, Net —
(148 ) (76 ) 48
51
(125 )
Income (Loss) Before Income Taxes (2,843 ) (2,437 ) (1,686 ) (1,875 ) 6,501
(2,340 )
(Provision) Benefit for Income Taxes —
—
(114 ) (375 ) —
(489 )
Net Income (Loss) (2,843 ) (2,437 ) (1,800 ) (2,250 ) 6,501
(2,829 )
Noncontrolling Interests —
—
—
14
—
14
Net Income (Loss) Attributable to Weatherford $ (2,843 ) $ (2,437 ) $ (1,800 ) $ (2,264 ) $ 6,501
$ (2,843 )
Comprehensive Income (Loss) Attributable to Weatherford $ (2,751 ) $ (2,501 ) $ (1,840 ) $ (2,173 ) $ 6,514
$ (2,751 )

~~Table of Contents~~

~~Condensed Consolidating Balance Sheet~~

~~September 30, 2017~~

~~(Unaudited)~~

(Dollars in millions)
Weatherford
Ireland

Weatherford
Bermuda

Weatherford
Delaware

Other
Subsidiaries
Eliminations Consolidation
Current Assets:
Cash and Cash Equivalents $ —
$ 57
$ —
$ 388
$ —
$ 445
Other Current Assets 1
—
512
4,628
(543 ) 4,598
Total Current Assets 1
57
512
5,016
(543 ) 5,043

Equity Investments in Affiliates 1,662
7,979
8,025
1,028
(18,694 ) —
Intercompany Receivables, Net —
219
—
3,571
(3,790 ) —
Other Assets —
10
4
6,956
—
6,970
Total Assets $ 1,663
$ 8,265
$ 8,541
$ 16,571
$ (23,027 ) $ 12,013

Current Liabilities:
Short-term Borrowings and Current Portion of Long-Term Debt $ —
$ 344
$ —
$ 47
$ —
$ 391
Accounts Payable and Other Current Liabilities 6
138
—
2,478
(543 ) 2,079
Total Current Liabilities 6
482
—
2,525
(543 ) 2,470

Long-term Debt —
7,127
161
148
94
7,530
Intercompany Payables, Net 232
—
3,559
—
(3,791 ) —
Other Long-term Liabilities 97
150
143
382
(143 ) 629
Total Liabilities 335
7,759
3,863
3,055
(4,383 ) 10,629

Weatherford Shareholders’ Equity 1,328
506
4,678
13,460
(18,644 ) 1,328
Noncontrolling Interests —
—
—
56
—
56
Total Liabilities and Shareholders’ Equity $ 1,663
$ 8,265
$ 8,541
$ 16,571
$ (23,027 ) $ 12,013

~~Table of Contents~~

~~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 Assets 1
—
512
3,891
(531 ) 3,873
Total Current Assets 1
586
516
4,338
(531 ) 4,910

Equity Investments in Affiliates 2,415
8,669
8,301
1,037
(20,422 ) —
Intercompany Receivables, Net —
—
—
3,762
(3,762 ) —
Other Assets 2
13
—
7,751
(12 ) 7,754
Total Assets $ 2,418
$ 9,268
$ 8,817
$ 16,888
$ (24,727 ) $ 12,664

Current Liabilities:
Short-term Borrowings and Current Portion of Long-Term Debt $ —
$ 53
$ 94
$ 32
$ —
$ 179
Accounts Payable and Other Current Liabilities 105
198
—
2,488
(542 ) 2,249
Total Current Liabilities 105
251
94
2,520
(542 ) 2,428

Long-term Debt —
6,944
148
204
107
7,403
Intercompany Payables, Net 145
224
3,393
—
(3,762 ) —
Other Long-term Liabilities 156
152
146
457
(146 ) 765
Total Liabilities 406
7,571
3,781
3,181
(4,343 ) 10,596

Weatherford Shareholders’ Equity 2,012
1,697
5,036
13,651
(20,384 ) 2,012
Noncontrolling Interests —
—
—
56
—
56
Total Liabilities and Shareholders’ Equity $ 2,418
$ 9,268
$ 8,817
$ 16,888
$ (24,727 ) $ 12,664

~~Table of Contents~~

~~Condensed Consolidating Statement of Cash Flows~~

~~Nine Months Ended September 30, 2017~~

~~(Unaudited)~~

(Dollars in millions)
Weatherford
Ireland

Weatherford
Bermuda

Weatherford
Delaware

Other
Subsidiaries
Eliminations Consolidation
Cash Flows from Operating Activities:
Net Income (Loss) $ (875 ) $ (1,149 ) $ (396 ) $ (290 ) $ 1,851
$ (859 )
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:
Charges from Parent or Subsidiary (2 ) 89
102
(189 ) —
—
Equity in (Earnings) Loss of Affiliates 924
650
265
—
(1,839 ) —
Deferred Income Tax Provision (Benefit) —
—
—
(7 )

(7 )
Other Adjustments (129 ) 241
52
230
(12 ) 382
Net Cash Provided (Used) by Operating Activities (82 ) (169 ) 23
(256 ) —
(484 )
Cash Flows from Investing Activities:
Capital Expenditures for Property, Plant and Equipment —
—
—
(147 ) —
(147 )
Cash Paid for Assets Held for Sale —
—
—
(244 ) —
(244 )
Acquisitions of Businesses, Net of Cash Acquired —
—
—
(7 ) —
(7 )
Acquisition of Intellectual Property —
—
—
(13 ) —
(13 )
Proceeds from Sale of Assets —
—
—
36
—
36
Payment Related to Sale of Businesses, Net —
—
—
(1 ) —
(1 )
Other Investing Activities —
—
—
(25 ) —
(25 )
Net Cash Provided (Used) by Investing Activities —
—
—
(401 ) —
(401 )
Cash Flows from Financing Activities:
Borrowings (Repayments) Short-term Debt, Net —
225
—
(107 ) —
118
Borrowings (Repayments) Long-term Debt, Net —
212
(94 ) 79
—
197
Borrowings (Repayments) Between Subsidiaries, Net 82
(797 ) 67
648
—
—
Other, Net —
—
—
(28 ) —
(28 )
Net Cash Provided (Used) by Financing Activities 82
(360 ) (27 ) 592
—
287
Effect of Exchange Rate Changes On Cash and Cash Equivalents —
—
—
6
—
6
Net Increase (Decrease) in Cash and Cash Equivalents —
(529 ) (4 ) (59 ) —
(592 )
Cash and Cash Equivalents at Beginning of Period —
586
4
447
—
1,037
Cash and Cash Equivalents at End of Period $ —
$ 57
$ —
$ 388
$ —
$ 445

~~Table of Contents~~

~~Condensed Consolidating Statement of Cash Flows~~

~~Nine Months Ended September 30, 2016~~

~~(Unaudited)~~

(Dollars in millions)
Weatherford
Ireland

Weatherford
Bermuda

Weatherford
Delaware

Other
Subsidiaries
Eliminations Consolidation
Cash Flows from Operating Activities:
Net Income (Loss) $ (2,843 ) $ (2,437 ) $ (1,800 ) $ (2,250 ) $ 6,501
$ (2,829 )
Adjustments to Reconcile Net Income(Loss) to Net Cash Provided (Used) by Operating Activities:
Charges from Parent or Subsidiary (9 ) 30
96
223
(340 ) —
Equity in (Earnings) Loss of Affiliates 2,702
1,922
1,479
—
(6,103 ) —
Deferred Income Tax Provision (Benefit) —
—
114
312
—
426
Other Adjustments 877
180
327
633
(58 ) 1,959
Net Cash Provided (Used) by Operating Activities 727
(305 ) 216
(1,082 ) —
(444 )
Cash Flows from Investing Activities:
Capital Expenditures for Property, Plant and Equipment —
—
—
(136 ) —
(136 )
Acquisitions of Intellectual Property —
—
—
(5 ) —
(5 )
Acquisition of Intellectual Property —
—
—
(10 ) —
(10 )
Insurance Proceeds Related to Rig Loss —
—
—
39
—
39
Proceeds from Sale of Assets and Businesses, Net —
—
—
28
—
28
Other Investing Activities —
—
—
(20 ) —
(20 )
Net Cash Provided (Used) by Investing Activities —
—
—
(104 ) —
(104 )
Cash Flows from Financing Activities:
Borrowings (Repayments) Short-term Debt, Net —
(1,167 ) —
29
—
(1,138 )
Borrowings (Repayments) Long-term Debt, Net —
1,834
(515 ) (61 ) —
1,258
Borrowings (Repayments) Between Subsidiaries, Net (727 ) (343 ) 277
793
—
—
Proceeds from Issuance of Ordinary Shares —
—
—
623
—
623
Other, Net —
—
—
(186 ) —
(186 )
Net Cash Provided (Used) by Financing Activities (727 ) 324
(238 ) 1,198
—
557
Effect of Exchange Rate Changes On Cash and Cash Equivalents —
—
—
(36 ) —
(36 )
Net Increase (Decrease) in Cash and Cash Equivalents —
19
(22 ) (24 ) —
(27 )
Cash and Cash Equivalents at Beginning of Period —
2
22
443
—
467
Cash and Cash Equivalents at End of Period $ —
$ 21
$ —
$ 419
$ —
$ 440

~~Table of Contents~~

~~20. Subsequent Events~~

At the end of the third quarter of 2017, changes to the Company’s organization structure were internally announced by the Company’s management. Implementation of these changes commenced in the beginning of the fourth quarter of 2017, and, as a result, we are in the process of reassessing our reportable segments. The reportable segment changes will be based on management’s organization and view of Weatherford’s business when making operating decisions and assessing performance. The purpose of the internal changes is to flatten the organization structure, reduce our costs and accelerate decision-making processes. These internal reporting changes, including changes to our reportable segments, will occur during the rest of the fourth quarter of 2017. The Company will begin reporting new reportable segments in the fourth quarter earnings release and the 2017 annual financial statements on Form 10-K and all prior periods reported will reflect the reportable segment changes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used ~~herein, the “Company,~~in this item, “Weatherford”, “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. The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included in “Item 1. Financial Statements.” Our discussion includes various forward-looking statements about our markets, the demand for our products and services and our future results. These statements ~~are based on~~include assumptions, certain ~~assumptions we consider reasonable.~~risks and uncertainties. For information about these assumptions, ~~please review~~risks and uncertainties, refer to the section ~~entitled~~ “Forward-Looking Statements” and the section ~~entitled “Part~~“PART II –- Other Information –- Item 1A. – Risk Factors.”

~~Overview~~Business

~~General~~

~~We conduct operations in approximately 90 countries and have service and sales locations in nearly all of the oil and natural gas producing regions in the world. Our operational performance~~Weatherford is ~~reviewed on~~ a ~~geographic basis, and we report the following regions as separate, distinct reporting segments: North America, MENA/Asia Pacific, Europe/SSA/Russia, Latin America and Land Drilling Rigs.~~

~~We principally provide products,~~leading global energy services company providing equipment and services toused in the drilling, evaluation, well construction, completion, production, intervention and responsible abandonment of wells in the oil and natural gas exploration and production industry ~~both on land~~as well as new energy platforms.

We conduct operations in approximately 75 countries, answering the challenges of the energy industry with 345 operating locations including manufacturing, research and ~~offshore, through our~~development, service, and training facilities. Our operational performance is reviewed and managed across the life cycle of the wellbore and we report in three ~~business groups:~~segments (1) ~~Formation~~Drilling and Evaluation, ~~and~~(2) Well Construction and ~~(2) Completion~~Completions, and (3) Production and ~~(3) Land~~ Intervention.

Drilling ~~Rigs, which together include the company’s product lines.~~and Evaluation(“DRE”) offers a suite of services including managed pressure drilling, drilling services, wireline and drilling fluids. DRE offerings range from early well planning to reservoir management through innovative tools and expert engineering to optimize reservoir access and productivity.

~~Formation Evaluation and~~ Well Construction ~~includes Managed-Pressure Drilling, Drilling Services, Tubular Running Services, Drilling Tools~~ and ~~Rental Equipment, Wireline Services, Testing and Production Services, Re-entry and Fishing, Cementing Products, Liner Systems, Reservoir Solutions and Surface Logging Systems.~~

~~Completion and Production~~ ~~includes Artificial Lift Systems, Stimulation and Completion Systems.~~

~~Land Drilling Rigs~~ ~~encompasses our land drilling rigs business, including the~~Completions (“WCC”) offers products and services ~~ancillary thereto.~~

for well integrity assurance across the full life cycle of the well. The primary offerings are tubular running services, cementation products, completions, liner hangers and well services. WCC deploys conventional to advanced technologies, providing safe and efficient services in any environment during the well construction phase.

~~Table~~Production and Intervention (“PRI”) offers production optimization technologies through the Company’s ability to design and deliver a complete production ecosystem ranging from boosting productivity to responsible end of ~~Contents~~

life well abandonment for our customers. The primary offerings are intervention services & drilling tools, artificial lift, digital solutions (previously production automation & software), sub-sea intervention and pressure pumping services in select markets. PRI utilizes a suite of reservoir stimulation designs, and engineering capabilities that help isolate zones and unlock reserves in conventional and unconventional wells, deep water, and aging reservoirs.

Industry Trends

Demand for our industry’s products and services is driven by many factors, including commodity prices, the number of oil and gas rigs and wells drilled, depth and drilling conditions of wells, number of well completions, age of existing wells, reservoir depletion, regulatory environment and the level of workover activity worldwide.

Lower oil and natural gas prices and lower rig count generally correlate to lower exploration and production spending and higher oil and natural gas prices and higher rig count generally correlate to higher exploration and production spending. Therefore, our financial results are significantly affected by oil and natural gas prices as well as rig counts.

Table of Contents

The ~~level~~table below shows the average oil and natural gas prices for West Texas Intermediate (“WTI”) and Brent North Sea (“Brent”) crude oil and Henry Hub natural gas.


	Three Months Ended
	March 31,
	2023	2022
Oil price - WTI (1)	$76.08	$94.45
Oil price - Brent (1)	$81.17	$100.30
Natural gas price - Henry Hub (2)	$2.65	$4.66
(1) Oil price measured in dollars per barrel (rounded to the nearest $0.01)
(2) Natural gas price measured in dollars per million British thermal units (rounded to the nearest $0.01)

The table below shows historical average rig counts based on the weekly Baker Hughes Company rig count information.


	Three Months Ended
		March 31,
		2023	2022
North America		981	831
International		915	823
Worldwide		1,896	1,654

Russia Ukraine Conflict

On February 24, 2022, the military conflict between Russia and Ukraine (“Russia Ukraine Conflict”) began and in response we evaluated, and continue to evaluate, our operations, with the immediate priority being centered on the safety and well-being of our employees in the impacted regions, as well as operating in full compliance with applicable international laws and sanctions.

In response to the Russia Ukraine Conflict, the United States, the European Union, the United Kingdom, Switzerland and other countries have imposed certain restrictions and broad sanctions against Russia, certain Russian individuals and entities and certain activities involving Russia or such persons or entities. We continue to monitor and intend to remain in full compliance with the evolving sanctions landscape and will continue to fulfill existing contractual obligations within applicable laws and sanctions.

Revenues in Russia were approximately 6% of our total revenues for the three months ended March 31, 2023 and 2022. As of March 31, 2023, our Russia operations include $42 million in cash, $96 million in other current assets, $58 million in property, plant and equipment and other non-current assets, and $45 million in liabilities. As the Russia Ukraine Conflict and related sanctions persist or are escalated, our business may be negatively impacted, potentially lowering revenues or triggering asset impairments in Russia.

Table of Contents

Consolidated Statements of Operations - Operating Income Summary

Revenues of $1.2 billion in the three months ended March 31, 2023, increased 26% compared to $938 million in the three months ended March 31, 2022. Year-over-year product revenues increased 29% and service revenues increased 25%. DRE, WCC, and PRI contributed to 32%, 31% and 25% of the increase in revenues, respectively. Geographically, revenue growth was led by improvements in Latin America, Middle East/North Africa/Asia, North America and Europe/Sub-Sahara Africa/Russia which contributed to 36%, 27%, 19% and 18%, of the increase, respectively. Approximately 80% of our revenue increase is due to increased customer demand, which management believes is attributable to greater investment in oil and gas production capacity on a global basis, caused by a desire to drive energy security and to meet global consumption needs. The production capacity increase is consistent with the increase in global rig counts, which increased by 15% year-over-year. Covid-19 and related impacts like travel restrictions were still impacting demand in the three months ended March 31, 2022.

Cost of products and services of $790 million in the three months ended March 31, 2023, increased $108 million, or 16% compared to the three months ended March 31, 2022. Approximately 80% of the increase in cost of products and services was attributable to cost increases necessary to meet increased demand, with the remainder of the increase equally attributable to a shift in service and product mix and inflation in the cost of labor and materials. Our cost of products and services as a percentage of revenues was 67% in the three months ended March 31, 2023, compared to 73% in the three months ended March 31, 2022. The improvement was primarily driven by improved utilization of service-related resources.

Selling, general, administrative and research and development costs of $216 million in the three months ended March 31, 2023, increased $17 million, or 9% compared to $199 million in the three months ended March 31, 2022, primarily reflecting an increase in research and development investment in newer technologies. These costs as a percentage of revenues were 18% in the three months ended March 31, 2023, a decrease compared to 21% in the three months ended March 31, 2022, reflecting our focus on cost control and efficiency.

No restructuring charges were incurred in the three months ended March 31, 2023 and $20 million was incurred in the three months ended March 31, 2022. See “Note 4 – Restructuring Charges” for additional information.

Other charges (credits) in the three months ended March 31, 2023 were a net credit of $5 million and a net charge of $19 million in the three months ended March 31, 2022 related to miscellaneous charges and credits.

Consolidated Statements of Operations - Non-Operating Summary

Interest Expense, Net

Interest expense, net was $31 million and $48 million in the three months ended March 31, 2023 and 2022, respectively. Interest expense, net primarily represents interest on our outstanding long-term debt offset by interest income. The year-over-year decrease was due in part to lower interest expense after partial repayments of principal since March 31, 2022 and partly due to the increase in interest income, as we reinvest our cash in certain short-term demand deposits. See “Note 7 – Borrowings and Other Debt Obligations” to our Condensed Consolidated Financial Statements for additional details on the long-term debt.

Other Expense, Net

Other expense, net was $35 million and $16 million in the three months ended March 31, 2023 and 2022, respectively. Other expense, net primarily represents foreign exchange losses attributed to currency losses in countries with no or limited markets to hedge, letter of credit fees and other financing charges. When economically advantageous, we enter into foreign currency forward contracts to mitigate the risk of future cash flows denominated in a foreign currency. Additionally, we enter into certain short-term investments to offset our foreign exchange losses, the gains of which are recorded in “Other Expense, Net”.

Other expense, net in the three months ended March 31, 2023 was primarily attributable to foreign exchange losses in the Argentinian Peso. Other expense, net in the three months ended March 31, 2022 was primarily attributed to changes in fair value and settlements of certain foreign currency forward contracts.

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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 residents for income tax purposes. 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 effective rate differs from the Irish statutory tax rate as the majority of our operations are taxed in jurisdictions with different tax rates. In addition, certain charges do not result in significant tax benefit as a result of being attributed to a non-income tax jurisdiction or our inability to forecast realization of the tax benefit of such losses. This is partially offset by the utilization of previously unbenefited deferred tax assets, such as net operating loss carryforwards. Please see “Note 11 – Income Taxes” to our Condensed Consolidated Financial Statements for additional details.

Results of Operations by Segment

Financial information by segment is summarized below.


							Favorable
	Three Months Ended						(Unfavorable)
	March 31,						$		% or bps
(Dollars in millions)	2023			2022			Change
Revenues:
DRE Revenues	$	372		$	292		$	80	27	%
WCC Revenues	421			344			77		22	%
PRI Revenues	349			286			63		22	%

All Other	44			16			28		175	%
Total Revenues	$	1,186		$	938		$	248	26	%

Operating Income:
DRE Segment Adjusted EBITDA	$	108		$	59		$	49	83	%
WCC Segment Adjusted EBITDA	96			67			29		43	%
PRI Segment Adjusted EBITDA	68			39			29		74	%

Corporate and Other	(3)			(14)			11		79	%
Depreciation and Amortization	(80)			(87)			7		8	%
Share-Based Compensation	(9)			(7)			(2)		(29)	%



Restructuring Charges	—			(20)			20		100	%
Other (Charges) Credits	5			(19)			24		126	%





Operating Income	$	185		$	18		$	167	928	%
















Margins:
DRE Segment Adjusted EBITDA Margin	29.0		%	20.2		%	n/m		880	bps
WCC Segment Adjusted EBITDA Margin	22.8		%	19.5		%	n/m		330	bps
PRI Segment Adjusted EBITDA Margin	19.5		%	13.6		%	n/m		590	bps

Table of Contents

DRE Results

DRE revenues of $372 million in the three months ended March 31, 2023, increased $80 million, or 27% compared to $292 million in the three months ended March 31, 2022. DRE segment adjusted EBITDA of $108 million in the three months ended March 31, 2023, increased $49 million, or 83% compared to $59 million in the three months ended March 31, 2022. DRE segment adjusted EBITDA margin was 29.0% in the three months ended March 31, 2023, compared to 20.2% in the three months ended March 31, 2022.

Approximately 70% of the revenue increase was from drilling-related services. Geographically, Latin America contributed approximately 50% to the overall revenue growth, with each remaining geography contributing equally. The increase in revenue was approximately 70% attributable to higher activity with the remainder primarily attributable to pricing. The improvement in segment adjusted EBITDA was equally attributable to higher activity and pricing including timing of cost inflation related recoveries.

WCC Results

WCC revenues of $421 million in the three months ended March 31, 2023, increased $77 million, or 22% compared to $344 million in the three months ended March 31, 2022. WCC segment adjusted EBITDA of $96 million in the three months ended March 31, 2023, increased $29 million, or 43% compared to $67 million in the three months ended March 31, 2022. WCC segment adjusted EBITDA margin was 22.8% in the three months ended March 31, 2023, compared to 19.5% in the three months ended March 31, 2022.

Approximately 80% of the revenue increase was from cementation products, completions and tubular running services. Geographically, international regions contributed approximately 85% to the overall revenue growth, with each international region contributing equally. The increase in revenue and segment adjusted EBITDA was primarily attributable to higher activity, resulting in margin fall through.

PRI Results

PRI revenues of $349 million in the three months ended March 31, 2023, increased $63 million, or 22% compared to $286 million in the three months ended March 31, 2022. PRI segment adjusted EBITDA of $68 million in the three months ended March 31, 2023, increased $29 million, or 74% compared to $39 million in the three months ended March 31, 2022. PRI segment adjusted EBITDA margin was 19.5% in the three months ended March 31, 2023, an improvement compared to 13.6% in the three months ended March 31, 2022.

Approximately 90% of the revenue increase was from intervention services and drilling tools, pressure pumping and artificial lift. Geographically, international regions contributed approximately 65% to the overall revenue growth, with each international region contributing equally. The increase in revenue and segment adjusted EBITDA was primarily attributable to higher activity, resulting in margin fall through.

Corporate and Other

Corporate and other was a net expense of $3 million in the three months ended March 31, 2023 compared to $14 million in the three months ended March 31, 2022. The year-over-year decrease was primarily due to improved results in other non-core businesses that did not individually meet the criteria for segment reporting and from our focus on cost control and efficiency.

Depreciation and Amortization

Depreciation and amortization was $80 million in the three months ended March 31, 2023 compared to $87 million in the three months ended March 31, 2022, respectively. The year-over-year decrease was primarily from a lower asset base.

Table of Contents

Share-based Compensation Expense

We recognized $9 million of share-based compensation expense in the three months ended March 31, 2023, an increase of $2 million compared to $7 million of share-based compensation expense in the three months ended March 31, 2022. The increase was attributable to a higher number of performance share units expected to vest.

Restructuring Charges

Other (Charges) Credits

Other (charges) credits in the three months ended March 31, 2023 were a net credit of $5 million and a net charge of $19 million in the three months ended March 31, 2022 related to miscellaneous charges and credits.

Outlook

Growth and spending in the energy services industry is ~~heavily influenced by current~~highly dependent on many external factors. These include but are not limited to: inflation; geopolitical uncertainty; supply chain disruptions; energy policies at local and ~~expected future prices~~regional levels; and, the price of oil and natural gas. ~~Changes~~For 2023, we expect continued growth 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 exploration and production of oil and natural gas reserves. The following chart sets forth certain statistics that reflect current and historical market conditions:

WTI Oil ^(a)

Henry Hub Gas ^(b)

North
American
Rig Count ^(c)

International Rig
Count ^(c)
September 30, 2017 $ 51.67
$ 3.01
1,154
947
December 31, 2016 53.72
3.68
770
925
September 30, 2016 48.24
2.91
600
936


~~(a)~~	~~Price per barrel of West Texas Intermediate (“WTI”) crude oil as of the date indicated at Cushing, Oklahoma – Source: Thomson Reuters~~


~~(b)~~	~~Price per MM/BTU as of the date indicated at Henry Hub Louisiana – Source: Thomson Reuters~~


~~(c)~~	~~Quarterly average rig count – Source: Baker Hughes Rig Count~~

During the first nine months of 2017 oil prices ranged from a high of $54.45 per barrel in mid-February 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 during the period include hydrocarbon inventory levels, realized and expected global economic growth, realized and expected levels of hydrocarbon demand, level of production capacity and weather and geopolitical uncertainty.

~~Outlook~~

Our results for the nine months of 2017 continued to be 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 lowercustomer activity levels and ~~pricing. We believe our industry will remain range bound within this ‘medium-for-longer’ price level for some time, until production growth is moderated. In the interim,~~notwithstanding recessionary concerns, we expect ~~continuous short-term cyclical fluctuations. Adapting to this likely new paradigm,~~continued improvement in our industry must transform itself. We will continue to push innovation, both from a technical 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. This includes commencingcustomer activity, especially in the fourth quarter a transformation program 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 the remainder of 2017, we expect growth in North America to be driven by completion systems, artificial lift, and drilling services as rig count increases, pricing power improves and supplies tighten. Internationally,international markets. However, we continue to ~~anticipate growth~~closely monitor the global market and are well positioned to pivot our strategy as changes in the Middle East and North Africa region as a result of recent market share gains that began in the second half 2016 which will be increasing to their full scope of work for the remainder of 2017, while activity in Russia will increase and Europe is expected to remain stable. We believe Latin America will remain relatively subdued for the remainder of 2017 while the deepwater markets in both Sub-Sahara Africa and Asia Pacific have likely reached their bottom with no expected improvements in the near term.external factors require.

With current industry conditions, steadier oil prices and an increase in spending and activity, we continue to believe that over the longer term the outlook for our businesses is favorable. As decline rates accelerate and reservoir productivity complexities increase, our clients willOur customers continue to face challenges ~~associated with decreasing~~in balancing the cost of extraction activities ~~and~~with 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 for~~pressures us to deliver our products and ~~services. These factors provide us with a positive outlook for~~services at competitive rates. While we believe we are well positioned to satisfy our ~~businesses over the longer term. However,~~customers’ needs, the level of improvement in our businesses in the future will continue to depend heavily on pricing, volume of work, ~~and~~ our ability to offer cost efficient, innovative and effective technology solutions, ~~to more efficiently extract hydrocarbons, control costs~~ and ~~penetrate~~our success in gaining market share in new and existing ~~markets with~~markets.

We continue to follow our ~~newly developed technologies.~~

We continually seek opportunities to maximize efficiency and value through various transactions, including purchases or dispositions of assets, businesses, investments or joint ventures. We evaluate our disposition candidates based on the strategic fit within our business and/or objectives. We announced in March of 2017 that we will be contributing our North America land pressure pumping assets, multistage completions, and pump-down perforating businesses into a joint venture with Schlumberger named OneStim^SM~~. It is also our intention to divest our remaining land drilling rigs when market conditions improve. Upon completion,~~

the cash proceeds from any divestitures are expected to be used for working capital or to repay or repurchase debt. Any such debt reduction may include the repurchase of our outstanding senior notes prior to their maturity in the open market or through a privately negotiated transaction or otherwise.

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

~~Opportunities and Challenges~~

Our industry offers many opportunities and challenges. The cyclicality of the energy industry impacts the demand for our products and services. Certain of our products and services, such as our drilling and evaluation services, well installation services and well completion services, 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 dependent on production activity. We have created a long-term strategy, aimed at ~~growing~~achieving sustainable profitability and cash flow generation in our businesses, servicing our customers and ~~most importantly,~~ creating value for our shareholders. ~~The~~Our long-term success ~~of our long-term strategy~~ will be determined by our ability to effectively manage ~~effectively any~~the cyclicality of our industry, ~~cyclicality,~~ including growth during the ~~ongoing~~current up-cycles and potential prolonged industry ~~downturn and~~downturns, our ability to respond to industry changes and demands, while managing through risks we may be exposed to, and ~~periods of over-supply or low oil prices, successfully maximize the benefits from~~ultimately our ~~acquisitions~~ability to generate consistent positive cash flow and ~~complete the disposition of our land drilling rigs business.~~positive returns on invested capital.

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~~Results of Operations~~

~~The following table contains selected financial data comparing our consolidated and segment results from operations for the third quarter of 2017 and 2016:~~

Three Months Ended
September 30,
(Dollars and shares in millions, except per share data) 2017 2016 Favorable (Unfavorable) Percentage Change
Revenues:
North America $ 538
$ 449
$ 89
20 %
MENA/Asia Pacific 335
329
6
2 %
Europe/SSA/Russia 252
225
27
12 %
Latin America 229
255
(26 ) (10 )%
    Subtotal 1,354
1,258
96
8 %
  Land Drilling Rigs 106
98
8
8 %
Total Revenues 1,460
1,356
104
8 %

Operating Income (Loss):
North America 33
(95 ) 128
135 %
MENA/Asia Pacific 8
(8 ) 16
200 %
Europe/SSA/Russia 14
(3 ) 17
567 %
Latin America (5 ) 14
(19 ) (136 )%
  Subtotal 50
(92 ) 142
154 %
Land Drilling Rigs (16 ) (19 ) 3
16 %
Total Segment Operating Income (Loss) 34
(111 ) 145
131 %
Research and Development (42 ) (33 ) (9 ) (27 )%
Corporate Expenses (28 ) (30 ) 2
7 %
Long-lived Asset Impairments, Write-Downs and Other Charges 2
(740 ) 742
100 %
Restructuring Charges (34 ) (22 ) (12 ) (55 )%
Litigation Charges, Net 4
(9 ) 13
144 %
Total Operating Loss (64 ) (945 ) 881
93 %

Interest Expense, Net (148 ) (129 ) (19 ) (15 )%
Warrant Fair Value Adjustment (7 ) —
(7 ) — %
Other Expense, Net (7 ) (10 ) 3
30 %
Income Tax Provision (25 ) (692 ) 667
96 %
Net Loss per Diluted Share $ (0.26 ) $ (1.98 ) $ 1.72
87 %
Weighted Average Diluted Shares Outstanding 990
899
(91 ) (10 )%
Depreciation and Amortization $ 199
$ 242
$ 43
18 %

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~~The following table contains selected financial data comparing our consolidated and segment results from operations for the first nine months of 2017 and 2016:~~

Nine Months Ended
September 30,
(Dollars and shares in millions, except per share data) 2017 2016 Favorable (Unfavorable) Percentage Change
Revenues:
North America $ 1,503
$ 1,393
$ 110
8 %
MENA/Asia Pacific 996
1,090
(94 ) (9 )%
Europe/SSA/Russia 740
725
15
2 %
Latin America 674
809
(135 ) (17 )%
    Subtotal 3,913
4,017
(104 ) (3 )%
  Land Drilling Rigs 296
326
(30 ) (9 )%
Total Revenues 4,209
4,343
(134 ) (3 )%

Operating Income (Loss):
North America 17
(324 ) 341
105 %
MENA/Asia Pacific 14
(4 ) 18
450 %
Europe/SSA/Russia 9
(3 ) 12
400 %
Latin America (31 ) 59
(90 ) (153 )%
  Subtotal 9
(272 ) 281
103 %
Land Drilling Rigs (66 ) (62 ) (4 ) (6 )%
Total Segment Operating Loss (57 ) (334 ) 277
83 %
Research and Development (117 ) (119 ) 2
2 %
Corporate Expenses (94 ) (107 ) 13
12 %
Long-lived Asset Impairments, Write-Downs and Other Charges 17
(952 ) 969
102 %
Restructuring Charges (140 ) (150 ) 10
7 %
Litigation Charges, Net 4
(190 ) 194
102 %
Total Operating Loss (387 ) (1,852 ) 1,465
79 %

Interest Expense, Net (427 ) (363 ) (64 ) (18 )%
Bond Tender Premium, Net —
(78 ) 78
100 %
Warrant Fair Value Adjustment 58
—
58
— %
Currency Devaluation Charges —
(31 ) 31
100 %
Other Expense, Net (28 ) (16 ) (12 ) (75 )%
Income Tax Provision (75 ) (489 ) 414
85 %
Net Loss per Diluted Share $ (0.88 ) $ (3.27 ) $ 2.39
73 %
Weighted Average Diluted Shares Outstanding 989
871
(118 ) (14 )%
Depreciation and Amortization $ 611
$ 741
$ 130
18 %

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~~Revenue Percentage by Business Group~~

~~The following chart contains the percentage distribution of our consolidated revenues by our business groups for the third quarter and the first nine months of 2017 and 2016:~~

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Formation Evaluation and Well Construction 59 % 57 % 59 % 56 %
Completion and Production 34
36
34
36
Land Drilling Rigs 7
7
7
8
Total 100 % 100 % 100 % 100 %

~~Consolidated Revenues~~

Consolidated revenues increased $104 million, or 8%, in the third quarter and decreased $134 million, or 3%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. Revenues increased across the regions, except Latin America, in the third quarter of 2017 compared to the same period of the prior year. Revenue decreases in Latin America, MENA/Asia Pacific and Land Drilling Rigs during the first nine months of 2017 compared to the same period in the prior year were due to lower activity, whereas revenues in North America and Europe/SSA/Russia increased.

~~Factors impacting revenues in the third quarter of 2017 compared to the same period of the prior year were as follows:~~

North America revenues increased $89 million, or 20%, due to higher activity and sales related to the 92% increase in North American rig count since the third quarter of 2016, partially offset by the shutdown of our U.S. pressure pumping operations in the fourth quarter of 2016.

Revenues in our International segments increased $7 million, or 1%, primarily in Europe/SSA/Russia due to higher customer activity in Russia and a strong product line mix in the North Sea and a marginal improvement in MENA/Asia Pacific, partially offset by a decrease in Latin America. The decrease in Latin America is primarily concentrated in Venezuela, Brazil and Bolivia due to lower activity in the well integrity and completion product lines, partially offset by improvements among nearly all our product lines in Colombia from an increase in the number of operating rigs.

~~Land Drilling Rigs revenues increased $8 million primarily in Algeria and Kuwait due to fully operational contracts, partially offset by a decrease in activity in Oman.~~

~~Factors impacting revenues in the first nine months of 2017 compared to the same period of the prior year were as follows:~~

North America revenues increased $110 million, or 8%, due to higher activity and sales related to the 92% increase in North American rig count since the third quarter of 2016, partially offset by the shutdown of our U.S. pressure pumping operations in the fourth quarter of 2016.

Revenues in our International segments declined $214 million, or 8%, primarily in Latin America and concentrated in Argentina, Venezuela and Brazil in the well integrity and completion product lines, as well as the negative impact the change in accounting for revenue with our largest customer in Venezuela of approximately $51 million. This decline was partially offset by improvements among nearly all our product lines in Colombia from an increase in the number of operating rigs. In MENA/Asia Pacific, the revenues decline was primarily due to lower activity on the Zubair project, a non-renewal of a contract in the United Arab Emirates and overall lower demand for services and continued pricing pressures, causing a broad decline in the Asia Pacific countries and in a concentration of countries in the Middle East, partially offset by improvement in Kuwait. The overall International decline was offset by an improvement in Europe/SSA/Russia due to higher customer activity in Russia and a strong product line mix in the North Sea.

~~Land Drilling Rigs revenues declined $30 million primarily in Oman, Iraq and Saudi Arabia partially offset by an improved operational efficiency and fully operational contracts in Algeria and Kuwait.~~

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~~Operating Loss~~

Consolidated operating results improved $881 million, or 93%, in the third quarter of 2017 and $1.5 billion, or 79%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. Segment operating income improved $145 million, or 131%, in the third quarter of 2017 and $277 million, or 83%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively.

The segment operating income improvement was primarily due to reduced expenses from the shutdown of our pressure pumping operations in North America, higher activity and productivity related to the increase in North American 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.

~~Consolidated operating loss for the third quarter of 2017 and 2016 also included net charges of $28 million and $771 million, respectively, and are as follows:~~

~~$34 million in 2017 compared to $22 million in 2016 of severance and other restructuring charges;~~

~~$4 million in net credits in 2017 and $9 million in 2016 of net charges primarily related to litigation reserves;~~

$2 million in net credits in 2017 primarily related to the revaluation of the liability at settlement resulting in net gains associated with our supplemental executive retirement plan net of asset write-downs and other charges; and

In 2016, we had $740 million of charges comprised of long-lived asset impairments of $436 million, inventory charges of $198 million, account receivables reserves and write-offs of $62 million and $44 million of other asset write-offs and charges.

~~Consolidated operating loss for the first nine months of 2017 and 2016 also included net charges of $119 million and $1.29 billion, respectively, and are as follows:~~

~~$140 million in 2017 compared to $150 million in 2016 of severance and other restructuring charges;~~

~~$17 million in net credits in 2017 primarily related to gains related to the amortization and revaluation of the liability at settlement associated with our supplemental executive retirement plan;~~

~~$4 million in net credits in 2017 and $190 million in 2016 of net charges primarily related to litigation reserves; and~~

In 2016, we had $951 million of charges primarily comprised of long-lived asset impairments of $436 million, inventory charges of $213 million, a fair value adjustment to a note from our largest customer in Venezuela of $84 million, account receivables reserves and write-offs of $62 million and other asset write-offs and pressure pumping business related charges of $156 million.

~~For additional information regarding charges by segment, see the subsection entitled “Segment Results” below and “Note 3 – Restructuring Charges.”~~

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~~Segment Results~~

~~North America~~

Revenues in our North America segment increased $89 million, or 20%, in the third quarter of 2017 and $110 million, or 8%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively, in most product lines due to higher drilling and completion activities. This increase in activity is related to the 92% increase in North American rig count since the third quarter of 2016, which was partially offset by the shutdown of our U.S. pressure pumping operations in the fourth quarter of 2016.

Revenues, excluding pressure pumping operations, improved $144 million, or 37%, in the third quarter of 2017 and improved $302 million, or 26%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively.

Operating income in our North America segment improved $128 million, or 135%, in the third quarter of 2017 and $341 million, or 105%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. This improvement in operating income is due to shutdown of our U.S. pressure pumping operations, cost savings from facility closures, headcount reductions, and lower depreciation and amortization due to decreased capital spending. In addition, increased activity and utilization in our artificial lift, well construction, completion and drilling services product lines have contributed positively to improve operating income in the third quarter and the first nine months of 2017.

~~MENA/Asia Pacific~~

Revenues in our MENA/Asia Pacific segment increased $6 million, or 2%, in the third quarter of 2017 and decreased $94 million, or 9%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. MENA/Asia Pacific revenues improved marginally in the third quarter of 2017 compared to the same period of the prior year primarily in the artificial lift and drilling services product lines in Kuwait and Algeria, partially offset by a decline in the well integrity product line and the Zubair project. The revenue decline in the first nine months of 2017 compared to the same period last year was primarily due to lower activity on the completed Zubair project, a non-renewal of a contract in the United Arab Emirates and overall lower demand for services and continued pricing pressures, causing a broad decline in the Asia Pacific countries and in a concentration of countries in the Middle East, partially offset by improvement in Kuwait.

Operating income in the third quarter of 2017 improved $16 million, or 200%, in the third quarter of 2017 and $18 million, or 450%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. The improvements in the third quarter and the first nine months of 2017 compared to the same periods of the prior year were primarily due to lower costs in Kuwait and on the Zubair project in Iraq.

~~Europe/SSA/Russia~~

Revenues in our Europe/SSA/Russia segment increased $27 million, or 12%, in the third quarter of 2017 and $15 million, or 2%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. The increase compared to the same periods of the prior year was primarily due to higher customer activity in Russia and a strong product line mix in the North Sea. Product line contributions in the third quarter and the nine months were primarily from our pressure pumping, well construction, drilling services and completion product lines, partially offset by lower activity in the well integrity product line.

Operating income increased $17 million, or 567%, in the third quarter of 2017 and $12 million, or 400%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. The increases were driven by the increases in activity and higher utilization rates.

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~~Latin America~~

Revenues in our Latin America segment decreased $26 million, or 10%, in the third quarter of 2017 and $135 million, or 17%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. The decline in revenues was primarily concentrated in Venezuela, Brazil and Bolivia in the third quarter of 2017 and Argentina, Venezuela and Brazil during the first nine months of 2017 due to lower activity in the well integrity and completion product lines for both the third quarter and the first nine months of 2017. The decline was partially offset by improvements across all our product lines in Colombia benefiting from an increase in the number of operating rigs in the third quarter and the first nine months of 2017. In addition, the revenue decrease for the nine months of 2017 was negatively impacted by the change in accounting for revenue with our largest customer in Venezuela of approximately $51 million.

Operating loss deteriorated $19 million, or 136%, in the third quarter of 2017 and by $90 million, or 153%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. The decrease in the third quarter and the first nine months of 2017 was primarily impacted by a decline across most product lines with a concentration in wireline, well construction, completions and pressure pumping as customer pricing pressures and reduced demand continue.

~~Land Drilling Rigs~~

Revenues in our Land Drilling Rigs segment increased $8 million, or 8%, in the third quarter of 2017 and decreased $30 million, or 9% during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively. Operating loss improved $3 million, or 16%, in the third quarter of 2017 and deteriorated $4 million, or 6%, during the first nine months of 2017 compared to the third quarter and the first nine months of 2016, respectively.

The increase in revenues and operating results in the third quarter of 2017 compared to the same period of the prior year was due to fully operational contracts in Algeria and Kuwait, partially offset by a decrease in activity in Oman. The decrease in revenues and operating results during the first nine months of 2017 compared to the same period of the prior year was primarily in Oman, Iraq and Saudi Arabia, partially offset by an improved operational efficiency and fully operational contracts in Algeria and Kuwait.

~~Currency Devaluation Charges~~

Currency devaluation charges are included in current earnings in “Currency Devaluation Charges” on the accompanying Condensed Consolidated Statements of Operations. In the first nine months of 2016, currency devaluation charges of $31 million reflected the impact of the devaluation of the Angolan kwanza. In the third quarter and first nine months of 2017, we had no currency devaluation charges.

Included in “Other Expense, Net” on the accompanying Condensed Consolidated Statements of Operations are other net foreign currency losses of $2 million and $15 million in the third quarter and the first nine months of 2017, respectively, compared to losses of $6 million and $4 million in the third quarter and the first nine months of 2016, respectively. Net foreign currency gains and losses are primarily due to either the strengthening or weakening U.S. dollar compared to our foreign denominated operations and the changes in fair value of our foreign currency forward contracts and cross-currency swap contracts.

~~Interest Expense, Net~~

Net interest expense was $148 million and $427 million for the third quarter and the first nine months of 2017, respectively, compared to $129 million and $363 million for the third quarter and the first nine months of 2016, respectively. The increase in interest expense for the third quarter and the first nine months of 2017 is primarily from higher average borrowings and interest rates in 2017 compared to 2016.

Included in net interest expense in the first nine months of 2017 is interest income of $15 million primarily related to interest income recognized from the change in accounting for revenue and receivables with our largest customer in Venezuela.

~~Income Taxes~~

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annual income would result in significant changes in the estimated annual effective tax rate, the use of a discrete effective tax rate is appropriate for the current quarter. The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis. We will use this method each quarter until the annual effective tax rate method is deemed appropriate. For the third quarter and the first nine months of 2017, we had a tax expense of $25 million and $75 million, respectively, on a loss before income taxes of $226 million and $784 million, respectively. Results for the third quarter and the first nine months of 2017 include losses with no significant tax benefit. The tax expense for the third quarter and the first nine months of 2017 also includes withholding taxes, minimum taxes and deemed profit taxes that do not directly correlate to ordinary income or loss.

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. We continue to anticipate a possible reduction in the balance of uncertain tax positions of approximately $10 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

For both the third quarter and the first nine months of 2016, we had a tax expense of $692 million and $489 million, respectively, on a loss before income taxes of $1.1 billion and $2.3 billion, respectively. The primary component of the tax expense for the third quarter and first nine months of 2016 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. As a result, additional valuation allowances have been established for the United States and other jurisdictions.

~~Restructuring Charges~~

Due to the ongoing lower than anticipated levels of exploration and production spending, we continue to reduce our overall cost structure and workforce to better align with current activity levels. The ongoing cost reduction plans, which began in 2016 and is continuing through 2017 (the “2016 Plan”), included a workforce reduction and other cost reduction measures initiated across our geographic regions.

In connection with the 2016 Plan, we recognized restructuring charges of $34 million and $140 million in the third quarter and the first nine months of 2017, respectively, which include termination (severance) charges of $15 million and $71 million, respectively, and other restructuring charges of $19 million and $57 million, respectively. Other restructuring charges include contract termination costs, relocation and other associated costs. The first nine months of 2017 also includes restructuring related asset charges of $12 million.

Also in connection with the 2016 Plan, we recognized restructuring charges of $22 million and $150 million in the third quarter and the first nine months of 2016, respectively, which include termination (severance) charges of $18 million and $126 million, respectively, and other restructuring charges of $4 million and $24 million, respectively. Other restructuring charges include contract termination costs, relocation and other associated costs. Please see “Note 3 – Restructuring Charges” to our Condensed Consolidated Financial Statements for additional details of our charges by segment.

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Liquidity and Capital Resources

At ~~September 30, 2017,~~March 31, 2023, we had cash and cash equivalents of ~~$445~~$833 million and $150 million in restricted cash, compared to ~~$1 billion~~$910 million of cash and cash equivalents and $202 million in restricted cash at December 31, ~~2016.~~ 2022.

The following table summarizes cash flows provided by (used in) each type of business activity ~~for~~in the ~~nine months of 2017 and 2016:~~periods presented:


	Three Months Ended March 31,
(Dollars in millions)	2023		2022
Net Cash Provided by (Used in) Operating Activities	$	84	$	(64)
Net Cash Provided by (Used in) Investing Activities	$	(64)	$	9
Net Cash Used in Financing Activities	$	(127)	$	(5)

Nine Months Ended September 30,
(Dollars in millions) 2017 2016
Net Cash Used in Operating Activities $ (484 ) $ (444 )
Net Cash Used in Investing Activities (401 ) (104 )
Net Cash Provided by Financing Activities 287
557

Operating Activities

~~For~~Cash provided by operating activities was $84 million for the ~~nine~~three months ended March 31, 2023. The primary source of ~~2017,~~ cash provided by operating activities was higher operating income that more than offset higher operating and seasonal working capital requirements.

Cash used in operating activities was ~~$484~~$64 million ~~compared to~~for the three months ended March 31, 2022. The primary uses of cash ~~used~~ in operating activities ~~of $444 million in the nine months of 2016.~~were driven by seasonal working capital requirements.

Investing Activities

~~In the first nine months of 2017, the primary drivers of our~~Cash used in investing ~~cash flow~~ activities ~~are capital expenditures for property, plant and equipment and the purchase of assets held for sale. Capital expenditures were $147 million and $136~~was $64 million for the ~~nine~~three months ~~of 2017 and 2016, respectively.~~ended March 31, 2023. The ~~amount we spend~~primary investing activity was cash used for capital expenditures ~~varies each year and is based on~~of $64 million.

Cash provided by investing activities was $9 million for the ~~types~~three months ended March 31, 2022. The primary investing activities included proceeds from a settlement of contracts we enter into, our asset availability and our expectations with respect to industry activity levels in the following year. In addition, in 2017 we purchased assets held for sale of $244 million related to previously leased pressure pumping equipment.

~~Investing activities in 2017 also included cash paid of $13 million to acquire intellectual property and other intangibles, $25 million~~escrow related to the ~~purchase~~sale of ~~held to maturity bonds, and $7~~business for $9 million, ~~related to business acquisitions, partially~~cash used for capital expenditures of $20 million, which was offset by ~~cash proceeds of $36 million from the disposition of assets.~~

~~Investing activities in 2016 included cash received of $39 million for insurance~~ proceeds from the ~~casualty loss~~sale of ~~a rig in Kuwait and $28 million from the disposition~~assets of ~~assets. In 2016, we paid a~~ $20 million working capital adjustment related to the previously sold engineered chemistry and Integrity drilling fluids businesses and purchased $10 million of intellectual property and other intangibles and $5 million related to business acquisitions.million.

Financing Activities

InCash used in financing activities was $127 million for the ~~first nine~~three months ended March 31, 2023. The primary uses of ~~2017, we received net proceeds~~cash were $66 million for repayments and repurchases of approximately $250 million from the June 2017 issuance of our 9.875% senior notes due in 2024 compared to net proceeds of $3.2 billion received in the first nine months of 2016 from the issuance of a series of offerings of senior notes senior notes and a $500 million secured term loan.

~~Long-term debt repayments in the first nine months of 2017 were $53 million compared to approximately $1.9 billion in the first nine months of 2016. The~~ long-term debt repayments in 2016 were paid with the majority of the proceeds from the issuance of $3.2 billion in debt, mentioned previously, to fund a tender offer to buy back our senior notes with a principal balance of approximately $1.9 billion. We recognized a cash loss of $78 million on the tender offer buyback transaction.

~~Net short-term debt borrowings were $118~~and $52 million in tax remittances on equity awards vested. The tax remittances were higher relative to the ~~first nine~~three months ended March 31, 2022 due to an increase in both the share price and the quantity of ~~2017 compared to repayments of $1.1 billion~~shares vested.

Cash used in the first nine months of 2016. The short-term debt borrowings in the first nine months of 2017 were primarily for working capital, partially offset by the repayment of our 6.35% senior notes with a principal balance of $88 million. The short-term debt repayments in the first nine months of 2016 were primarilyfinancing activities was $5 million for the ~~repayment~~three months ended March 31, 2022 which includes $4 million of ~~borrowings under our credit facility~~finance lease payments and ~~repayment of our 5.50% senior notes with a principal balance of $350 million.~~$1 million in tax remittances on equity awards vested.

~~In the first nine months of 2016, we received net proceeds of $623 million from the issuance of 115 million ordinary shares of the Company.~~

Sources of Liquidity

Our sources of available liquidity include cash generated by our operations, cash and cash equivalent balances, ~~cash generated by our operations,~~and accounts

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receivable factoring, dispositions, and availability under committed lines of credit. We also historically have accessed banks for short-term loans from uncommitted borrowing arrangements and have accessed the capital markets with debt and equity offerings.factoring. From time to time, we may ~~and have entered~~enter into transactions to dispose of businesses or capital assets that no longer fit our long-term strategy.

~~Revolving Credit Facility and Secured Term Loan Agreement~~

We historically have a revolving credit facility (the “Revolving Credit Agreement”) maturing in July of 2019 and a secured term loan agreement (the “Term Loan Agreement” and collectively with the Revolving Credit Agreement, the “Credit Agreements”) maturing in July of 2020. Our Credit Agreements contain customary events of default, including our failure to comply with the financial covenants. As of September 30, 2017, we were in compliance with our financial covenants as defined in the Credit Agreements as well as under our indentures. Based on our current financial projections, we believe we will continue to remain in compliance with our covenants.

At September 30, 2017, we had total commitments under the Revolving Credit Agreement of $1.0 billion and borrowings of $388 million under the Term Loan Agreement. At September 30, 2017, we had $691 million available under the Credit Agreementsaccessed banks for short-term loans and the ~~following table summarizes~~capital markets for debt and equity offerings. Based upon current and anticipated levels of operations and our ~~borrowing availability under these agreements:~~

~~Other Short-Term~~2021 refinancing transactions, we expect to have sufficient cash from operations and cash on hand to fund our cash requirements (discussed below and in “Note 7 – Borrowings and Other Debt ~~Activity~~Obligations”) and financial obligations, both in the short-term and long-term.

Cash Requirements

Our cash requirements will continue to include payments for principal and interest on our long-term debt, capital expenditures, payments on our finance and operating leases, payments for short-term working capital needs and operating costs.

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To the extent business activity continues to rise, we expect to make more tax payments and to utilize cash on reducing our debt structure and invest in capital assets and our working capital. Our cash requirements also include personnel costs including awards under our employee incentive programs as well as other amounts to settle litigation related matters.

As of March 31, 2023, we had outstanding debt of $105 million in aggregate principal amount for our Exit Notes maturing on December 1, 2024 (which we announced on April 20, 2023 that we intend to redeem in total on May 22, 2023), $441 million in aggregate principal amount for our 2028 Senior Secured Notes and $1.6 billion in aggregate principal amount for our 2030 Senior Notes. For these notes, after the May 2023 redemption of the Exit Notes, we expect $173 million in interest payments annually in 2023 and approximately $167 million in interest payments annually, beginning in 2024 until the maturity of these obligations. See “Note 7 – Borrowings and Other Debt Obligations” for additional information.

Our capital spending for 2023 is projected to be between $200 million to $230 million. Our payments on our operating and finance leases in 2023 are expected to be approximately $64 million and $19 million, respectively.

Cash and cash equivalents and restricted cash are held by subsidiaries outside of Ireland. At March 31, 2023 we had approximately $174 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 foresee we will be able to redeploy cash with minimal to no incremental tax.

Ratings Services’ Credit Ratings

Our credit ratings at March 31, 2023 were maintained since December 31, 2022.

•Standard and Poor’s corporate family and senior unsecured notes ratings are at B, and our senior secured notes and Credit Agreement ratings are BB-. The outlook is stable.

•Moody’s Investors Service corporate family rating is at B2, our senior unsecured notes rating is at B3, and our senior secured notes and Credit Agreement ratings are at Ba3. The outlook is stable.

Customer Receivables

We may experience delayed customer payments and payment defaults due to, among other reasons, a weaker economic environment, reductions in our customers’ cash flow from operations, our customers’ inability to access credit markets, as well as unsettled political conditions. Allowances have ~~short-term borrowings with various domestic~~been recorded for receivables believed to be uncollectible, including amounts for the resolution of potential credit and ~~international institutions pursuant~~other collection issues such as disputed invoices. Adjustments to ~~uncommitted credit facilities. At September 30, 2017,~~the allowance are made depending on how potential issues are resolved and the financial condition of our customers. In addition, our customers are primarily in fossil fuel-related industries and broad declines in demand for or pricing of oil or natural gas might impact the collections of our customer receivables.

As of December 31, 2022 and March 31, 2023, our net accounts receivables in Mexico comprised 21% and 27% of our total net account receivables, respectively. From time to time, we ~~had $28 million~~experience delays in ~~short-term borrowings under these arrangements.~~payments from customers in Mexico, and although the balances due are not in dispute and we do not expect to have any material write-offs of receivables, delays or failure to pay in the future could differ from management’s expectations and negatively impact future results of the company.

As of December 31, 2022 and March 31, 2023, net accounts receivables in the U.S. comprised 12% of total net accounts receivables. Except for the above, no other country accounted for more than 10% of our net accounts receivables balance.

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~~institutions for cash proceeds net of discount and hold-back. During the ~~first nine~~three months ~~of 2017,~~ended March 31, 2023 and 2022, we sold accounts receivable balances of ~~$150~~$46 million and ~~recognized a loss of approximately $1~~$17 million, ~~on these sales. We~~and received cash proceeds ~~totaling $148 million. In the first nine months~~ of ~~2016, we sold approximately $102~~$42 million and recognized a loss of $0.4 million. Our factoring transactions in the first nine months of 2017 and 2016 were recognized as sales, and the proceeds are included as operating cash flows in our Condensed Consolidated Statements of Cash Flows.$15 million, respectively.

~~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.

~~Ratings Services’ Credit Rating~~

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. We continue to have access and expect we will continue to have access to most credit markets.

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Guarantees

~~Cash Requirements~~

~~We anticipate our remaining 2017 cash requirements will include payments for capital expenditures, repayment of debt, interest payments on our outstanding debt, settlement payments, severance payments~~Our Exit Notes and ~~payments for short-term working capital needs. Our cash requirements may also include opportunistic debt repurchases, business acquisitions~~2028 Senior Secured Notes were issued by Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), and guaranteed by the Company and Weatherford International, LLC, a Delaware limited liability company (“Weatherford Delaware”) and other ~~amounts to settle litigation related matters. We anticipate funding these requirements from cash and cash equivalent balances, cash generated~~subsidiary guarantors party thereto.

Our 2030 Senior Notes were originally co-issued by ~~our operations, availability under our credit facilities, accounts receivable factoring, and if completed, proceeds from disposals of businesses or capital assets, including the OneStim~~^SM joint venture proceeds of $535 million, subject to agreed purchase price adjustments, that will be received upon closing of the joint venture formation. We anticipate that cash generated from operations will be augmented by working capital improvements, increased activity and improved margins. We also historically have accessed banks for short-term loans from uncommitted borrowing arrangements and have accessed the capital markets with debt and equity offerings. From time to time we may and have entered into transactions to dispose of businesses or capital assets that no longer fit our long-term strategy.

Capital expenditures for 2017 are projected to be approximately $225 million (excluding the purchase of certain leased equipment utilized in our North America pressure pumping operations for a total amount of $244 million) compared to capital expenditures of $204 million in 2016. The anticipated increase is due to higher anticipated activity in the oil and gas industry related to greater volumes of work and increased rig count. 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 through the remainder of 2017. Expenditures are expected to be used primarily to support ongoing activities of our businesses and our sources of liquidity are anticipated to be sufficient to meet our needs.

Cash and cash equivalents of $445 million at September 30, 2017 are held by subsidiaries outside of Ireland. Based on the nature of our structure, we are generally able to redeploy cash with no incremental tax. As of September 30, 2017, $118 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. Prolonged Angolan exchange limitations may and has limited our ability to repatriate earnings and exposes us to additional exchange rate risk.

~~Off Balance Sheet Arrangements~~

~~Guarantees~~

~~Weatherford Ireland 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 September 30, 2017~~the Company and ~~December 31, 2016. At December 31, 2016, Weatherford Bermuda also guaranteed the 6.35% senior notes of Weatherford Delaware.~~other subsidiary guarantors party thereto.

~~The following obligations of Weatherford Bermuda were guaranteed by Weatherford Delaware at September 30, 2017 and December 31, 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, (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 condensed consolidating financial information. See “Note 19 – Condensed Consolidating Financial Statements” to our Condensed Consolidated Financial Statements for our guarantor financial information.

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~~Letters~~Letter of Credit and ~~Performance~~Surety Bonds

Weatherford Bermuda, Weatherford Delaware, and ~~Bid Bonds~~

~~We use letters~~Weatherford Canada Ltd. (“Weatherford Canada”), together, as borrowers, and the Company as parent, have an amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement allows for a total commitment amount of ~~credit~~$400 million maturing on October 17, 2026 (subject to a $250 million minimum liquidity covenant and ~~performance~~a minimum interest coverage ratio and ~~bid bonds~~maximum ratio of funded debt), provided that no more than $50 million of our Exit Notes are outstanding on August 30, 2024 (otherwise the maturity date becomes August 30, 2024). On March 24, 2023, we further amended the Credit Agreement to permit unlimited prepayments and other redemptions of indebtedness subject to (i) the ratio of funded debt (net of unrestricted cash in excess of $400 million) to consolidated adjusted EBITDA as defined in the ~~normal course~~Credit Agreement, not exceeding 2.50 to 1.00, (ii) no default or event of default existing and (iii) aggregate proforma liquidity in the event of a debt reduction equaling or exceeding $300 million (which previously was $350 million). The material terms of the Credit Agreement or exceeding $300 million (which previously was $350 million). The material terms of the Credit Agreement are otherwise unchanged. The obligations under the Credit Agreement are guaranteed by the Company and certain of our ~~business.~~ subsidiaries and secured by substantially all of the personal property of the Company and those subsidiaries.

As of ~~September 30, 2017,~~March 31, 2023, we had $471 million of letters of credit and performance and bid bonds outstanding, consisting of $387 million outstanding under various uncommitted credit facilities, of which $72 million has been cash collateralized (included in “Cash and Cash Equivalents” in the accompanying Condensed Consolidated Balance Sheets), and $84$405 million of letters of credit outstanding, consisting of the $253 million under the Credit Agreement and another $152 million under various uncommitted bi-lateral facilities (of which there was $146 million in cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets). At March 31, 2023, we had $147 million remaining letters of credit available under our ~~Revolving~~ Credit Agreement.

We ~~also have $59 million of~~utilize surety bonds ~~primarily performance~~as part of our customary business practice in Latin America. As of March 31, 2023, we had surety bonds ~~issued by financial sureties against an indemnification from us. These obligations~~outstanding of $430 million. 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 our committed facilities,~~obligations and could reduce our available liquidity ~~would be reduced by the amount called.~~

~~Derivative Instruments~~

See “Note 11 – Derivative Instruments” to our Condensed Consolidated Financial Statements for details regarding our use of interest rate swaps and derivative contracts we enter to hedge our exposure to currency fluctuations in various foreign currencies and other derivative activities.

~~Critical Accounting Policies and Estimates~~

Our discussion and analysis of our financial condition and results of operation is based upon our Condensed Consolidated Financial Statements. We prepare these financial statements in conformity with U.S. generally accepted accounting principles. As such,if we are ~~required~~unable to ~~make certain estimates, judgments and assumptions that affect~~mitigate the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. On an on-going basis, we evaluate our estimates; however, actual results may differ from these estimates under different assumptions or conditions. There have been no material changes or developments in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be critical accounting policies and estimates as disclosed in our Form 10-K for the year ended December 31, 2016.issue.

~~New Accounting Pronouncements~~

~~See “Note 18 – New Accounting Pronouncements” to our Condensed Consolidated Financial Statements.~~

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Forward-Looking Statements

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

Forward-looking statements reflect our beliefs and expectations based on current estimates and projections. While we believe these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. ~~Furthermore, from time to time, we update the various factors we consider in making our~~The forward-looking statements ~~and~~included herein are only made as of the ~~assumptions we use in those statements. However,~~date of this report, or if earlier, as of the date they were made, and 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, together with disclosures under “Part II – Other Information – Item 1A. Risk Factors”, sets forth ~~various assumptions we use in our forward-looking statements, as well as~~certain risks and uncertainties relating to ~~those statements. Certain of these risks and uncertainties~~our forward-looking statements that may cause actual results to be materially different from ~~projected results contained in forward-looking statements in this report and in~~ our ~~other disclosures. These risks and uncertainties include, but are not limited to, those described below under “Part II – Other Information – Item 1A. – Risk Factors” and the following:~~present expectations or projections:

~~the price and price volatility of oil, natural gas and natural gas liquids;~~

•global political, economic and market conditions, banking crises, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency ~~fluctuations;~~fluctuations (including the Russia Ukraine Conflict);

~~nonrealization~~

Table of ~~expected benefits from our acquisitions or business dispositions~~Contents

• general global economic repercussions related to U.S. and ~~our ability to execute or close such acquisitions~~global inflationary pressures and ~~dispositions;~~potential recessionary concerns;

~~our ability to realize expected revenues and profitability levels from current and future contracts;~~

our ability to manage our workforce, supply chain and business processes, information technology systems and technological innovation and commercialization, including the impact of our organization restructure and the cost and support reduction plans;

~~our high level of indebtedness;~~

~~increases in the prices and availability of our raw materials;~~

~~potential non-cash asset impairment charges for long-lived assets, goodwill, intangible assets or other assets;~~

~~changes to our effective tax rate;~~

~~nonrealization of potential earnouts associated with business dispositions;~~

~~downturns in our industry which could affect the carrying value of our goodwill;~~

~~member-country quota compliance within the Organization of Petroleum Exporting Countries;~~

~~adverse weather conditions in certain regions of our operations;~~

~~our ability to realize the expected benefits from our redomestication from Switzerland to Ireland and to maintain our Swiss tax residency;~~

• failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to those related to the Russia Ukraine Conflict, and environmental and tax and accounting laws, rules and ~~regulations;~~regulations.

• changes in, and the administration of, treaties, laws, and regulations, including in response to issues related to the Russia Ukraine Conflict and the potential for such issues to exacerbate other risks we face, including those related to the other risks and uncertainties listed or referenced;

~~limited~~• cybersecurity incidents, as our reliance on digital technologies increases, those digital technologies may become more vulnerable and/or experience a higher rate of cybersecurity attacks, intrusions or incidents in the current environment of remote connectivity, as well as increased geopolitical conflicts and tensions, including as a result of the Russia Ukraine Conflict;

• our ability to comply with, and respond to, climate change, environmental, social and governance and other “sustainability” initiatives and future legislative and regulatory measures both globally and in the specific geographic regions in which we and our customers operate;

• our ability to effectively and timely address the need to conduct our operations and provision of services to our customers more sustainably and with a lower carbon footprint;

• risks associated with disease outbreaks and other public health issues, including the COVID-19 pandemic, their impact on the global economy and the business of our company, customers, suppliers and other partners;

• further spread and potential for a resurgence of a pandemic in a given geographic region and related disruptions to our business, employees, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may be put in place to limit the spread of the COVID-19 pandemic, 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;

• 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;

• our ability to effectively and timely adapt our technology portfolio, products and services to address and participate in changes to the market demands for the transition to alternate sources of energy such as geothermal, carbon capture and responsible abandonment, including our digitalization efforts;

• increases in the prices, lead times 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 ~~significantly higher~~markets on terms that are commercially acceptable to the Company;

• our ability to manage our workforce, supply chain challenges and disruptions, 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;

• our ability to service our debt obligations;

• potential non-cash asset impairment charges for long-lived assets, intangible assets or other assets; and

•adverse weather conditions in certain regions of ~~capital,~~our operations.

Many of these factors are macro-economic in nature and are, therefore, beyond our control. Should one or ~~difficulty raising additional funds~~more of these risks or uncertainties materialize, affect us in ~~the equity~~ways or ~~debt capital markets.~~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 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~~current and past filings with the SEC under the Exchange Act and the Securities Act. For additional information regarding risks and uncertainties, see our other filings with the SEC. 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)Act of ~~the Exchange Act are made available free of charge on our web site www.weatherford.com under “Investor Relations”~~1933, as ~~soon as reasonably practicable after we have electronically filed the material with, or furnished it to, the SEC.~~amended.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~For quantitative~~Other than the change in fair value of our debt as discussed in “Note 7 – Borrowings and ~~qualitative disclosures about market risk, see “Part II –~~ Other ~~Information – Item 7A.– Quantitative and Qualitative Disclosures about Market Risk,”~~Debt Obligations” in ~~our Annual Report on Form 10-K for~~ the ~~fiscal year ended December 31, 2016. Our~~Notes to Condensed Consolidated Financial Statements, our exposure to market risk has not changed materially since December 31, ~~2016.~~2022.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange 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 Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures at ~~September 30, 2017.~~March 31, 2023. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September 30, 2017.~~March 31, 2023.

Our management identified no change in our internal control over financial reporting that occurred during the three months ended ~~September 30, 2017~~March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

Item 1. Legal Proceedings.

~~Disputes and Litigation~~

See “Note 178 – Disputes, Litigation and Legal Contingencies” in our Notes to ~~our~~ Condensed Consolidated Financial Statements for details regarding our ongoing disputes and litigation.

Item 1A. Risk Factors.

An investment in our securities involves various risks. You should consider carefully all of the risk factors described in our ~~most recent Annual Report on~~2022 Form 10-K, Part I, under the heading “Item 1A. – Risk Factors” and other information included and incorporated by reference in this report. ~~The risk factor below updates our risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.~~ As of ~~September 30, 2017,~~March 31, 2023, there have been no ~~other~~ material changes in our assessment of our risk factors from ~~those set forth in our Annual Report on Form 10-K for~~ the ~~fiscal year ended December 31, 2016.~~aforementioned.

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. Additionally, we are experiencing, and may continue to experience, a delay in payment on our receivables from our primary customer in Venezuela. If this customer further delays paying or fails to pay a significant amount of our outstanding receivables, or if there is a major action by the Venezuelan government, it could have a material adverse effect on our liquidity, consolidated results of operations and consolidated financial condition. For further information, see Note 1 – General to our Condensed Consolidated Financial Statements and Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We also believe there are risks associated with our operations in Venezuela, which continues to experience significant political and economic turmoil. The political and economic conditions have worsened further in 2017, 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

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conflicts, adverse actions by the government of Venezuela, 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.

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

From time to time, we pursue strategic divestitures, acquisitions, investments and joint ventures (“transactions”). For example, in 2014, we divested certain of our non-core businesses. However, due to sustained unfavorable market conditions, we have not yet completed the divestiture of the remaining portion of our land drilling rigs. Any such divestiture, accomplished through an initial public offering, a spin-off, an asset sale, or some combination of the foregoing, will 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.

In addition, in November 2016, we shut down our U.S. pressure pumping operations and idled the related assets, with the intent to dispose of these assets. In March of 2017, we agreed to contribute these assets to the OneStim joint venture with affiliates of Schlumberger Ltd. which we expect to close in the fourth quarter of 2017. However, the closing is subject to regulatory approvals and other customary closing conditions, and the purchase price is contractually subject to adjustment, which depending on the relative size of fleets out of service might be substantial.

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:

~~acquired entities or joint ventures may not operate profitably, which could adversely affect our operating income or operating margins, and we may be unable to recover our investments;~~

~~we may not be able to effectively influence the operations of our joint ventures, or we may be exposed to certain liabilities if our joint venture partners do not fulfill their obligations;~~

these transactions require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in any divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction, which may adversely affect our financial results; and

~~we may not be able to fully realize the intended or expected benefits of consummating such transactions.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

All exhibits ~~are incorporated herein by reference to a prior filing as indicated, unless otherwise~~ designated with ana dagger (†) are filed herewith or double dagger (††)

are furnished herewith.

Exhibit Number

Description

Original Filed Exhibit

File Number

~~Exhibit Number~~

~~Description~~

~~3.1~~

~~Memorandum~~

10.1

Third Amendment to Amended and ~~Articles~~Restated Credit Agreement, dated as of ~~Association of~~March 24, 2023, by and among Weatherford International ~~public limited company (incorporated by reference~~Ltd., Weatherford International, LLC, Weatherford Canada Ltd., Weatherford International plc and Wells Fargo Bank, National Association, as ~~Exhibit 2.1 of the Weatherford’s Form 8-K filed April 2, 2014, File No. 1-36504).~~

~~10.1~~administrative agent.

~~Form of Change of Control Agreement, entered into by Karl Blanchard on August 21, 2017 (incorporated by reference to~~ Exhibit 10.1 of the Company’s Current Report on Form 8-K filed ~~December 15, 2016).~~March 24, 2023

File No. 1-36504

*10.2

~~10.2~~Third Amended and Restated Change in Control Severance Plan

~~Form of Deed of Indemnity of Weatherford International plc entered into by Karl Blanchard on August 21, 2017 and Roxanne J. Decyk and David S. King on September 25, 2017 (incorporated by reference to~~ Exhibit ~~10.11~~10.1 of the Company’s Current Report on Form ~~8-K12B~~8-K filed ~~June 17, 2014).~~January 23, 2023

File No. 1-36504

*10.3

~~10.3~~Third Amended and Restated 2019 Equity Incentive Plan

~~Form of Deed of Indemnity of Weatherford International Ltd. (Bermuda) entered into by Roxanne J. Decyk and David S. King on September 21, 2017 (incorporated by reference to~~ Exhibit ~~10.12~~10.2 of the Company’s Current Report on Form ~~8-K12B~~8-K filed ~~June 17, 2014).~~January 23, 2023

File No. 1-36504

*10.4

†~~10.4~~Form of Executive Officer Restricted Share Unit Award Agreement

Exhibit 10.3 of the Company’s Current Report on Form 8-K filed January 23, 2023

~~Deed of Indemnity of Weatherford International Ltd. (Bermuda) entered into by Karl Blanchard on August 21, 2017.~~File No. 1-36504

†*10.5

Form of Executive Officer Performance Share Unit Award Agreement

Exhibit 10.4 of the Company’s Current Report on Form 8-K filed January 23, 2023

File No. 1-36504

*10.6

Form of Non-Executive Director Restricted Share ~~Units~~Unit Award Agreement ~~(CIC: Retirement - Director) pursuant to~~

Exhibit 10.5 of the ~~Weatherford International plc 2010 Omnibus Incentive Plan.~~Company’s Current Report on Form 8-K filed January 23, 2023

File No. 1-36504

†31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

File No. 1-36504

†31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

File No. 1-36504

††32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

File No. 1-36504

††32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

File No. 1-36504

**101†101.INS

XBRL Instance Document - The ~~following materials from Weatherford International plc's Quarterly Report on Form 10-Q for~~instance document does not appear in the ~~third quarter ended September 30, 2017, formatted~~interactive data file because its XBRL tags are embedded within the inline XBRL document

†101.SCH

XBRL Taxonomy Extension Schema Document

†101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

†101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

†101.LAB

XBRL Taxonomy Extension Label Linkbase Document

†101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in ~~XBRL (eXtensible Business Reporting Language):~~
~~(1) the unaudited Condensed Consolidated Balance Sheets,~~
~~(2) the unaudited Condensed Consolidated Statements of Operations,~~
~~(3) the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss),~~
~~(4) the unaudited Condensed Consolidated Statements of Cash Flows, and~~
~~(5) the related notes to the unaudited Condensed Consolidated Financial Statements.~~
Exhibit 101)

*Management contract or compensatory plan or arrangement.



**			~~Submitted pursuant to Rule 405 and 406T of Regulation S-T.~~
†			~~Filed herewith.~~
††			~~Furnished herewith.~~

Table of Contents

SIGNATURES

Pursuant to the requirements 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.



			Weatherford International plc

~~Date: November 1, 2017~~		~~By:~~		~~/s/ Christoph Bausch~~
				~~Christoph Bausch~~





Date:		April 26, 2023		By:	/s/ Arunava Mitra
					Arunava Mitra
					Executive Vice President and
	Chief Financial Officer


Date: ~~November 1, 2017~~		~~By:~~April 26, 2023		By:	/s/ ~~Doug M.~~Desmond J. Mills
				~~Doug M.~~	Desmond J. Mills
					Senior Vice President and
	Chief Accounting Officer



~~(Mark One)~~	UNITED STATES	~~Form 10-Q~~
	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, $0.001 par value per share	WFRD	The Nasdaq Global Select Market


TABLE OF CONTENTS

~~TABLE OF CONTENTS~~						PAGE
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.						2
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.						3216
Item 3. Quantitative and Qualitative Disclosures About Market Risk.						4725
Item 4. Controls and Procedures.						4726

PART II – OTHER INFORMATION
Item 1. Legal Proceedings.						4726
Item 1A. Risk Factors.						4726
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.						4826
Item 3. Defaults Upon Senior Securities.						4826
Item 4. Mine Safety Disclosures.						4826
Item 5. Other Information.						4826
Item 6. Exhibits.						4927
SIGNATURES						5028


(Dollars in millions)	March 31, 2023		December 31, 2022
Finished Goods	$	616	$	601
Work in Process and Raw Materials, Components and Supplies	103		88


Inventories, Net	$	719	$	689



	~~UNITED STATES~~
	~~SECURITIES AND EXCHANGE COMMISSION~~
	~~WASHINGTON, D.C. 20549~~



	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars and shares in millions, except per share amounts)	2017			2016			2017			2016
Revenues:
Products	$	535		$	485		$	1,534		$	1,524
Services	925			871			2,675			2,819
Total Revenues	1,460			1,356			4,209			4,343

Costs and Expenses:
Cost of Products	480			508			1,439			1,603
Cost of Services	716			722			2,151			2,339
Research and Development	42			33			117			119
Selling, General and Administrative Attributable to Segments	230			237			676			736
Corporate General and Administrative	28			30			94			106
Long-lived Asset Impairments, Write-Downs and Other Charges	(2		)	740			(17		)	952
Restructuring Charges	34			22			140			150
Litigation Charges, Net	(4		)	9			(4		)	190
Total Costs and Expenses	1,524			2,301			4,596			6,195

Operating Loss	(64		)	(945		)	(387		)	(1,852		)

Other Income (Expense):
Interest Expense, Net	(148		)	(129		)	(427		)	(363		)
Bond Tender Premium, Net	—			—			—			(78		)
Warrant Fair Value Adjustment	(7		)	—			58			—
Currency Devaluation Charges	—			—			—			(31		)
Other Expense, Net	(7		)	(10		)	(28		)	(16		)

Loss Before Income Taxes	(226		)	(1,084		)	(784		)	(2,340		)
Income Tax Provision	(25		)	(692		)	(75		)	(489		)
Net Loss	(251		)	(1,776		)	(859		)	(2,829		)
Net Income Attributable to Noncontrolling Interests	5			4			16			14
Net Loss Attributable to Weatherford	$	(256	)	$	(1,780	)	$	(875	)	$	(2,843	)

Loss Per Share Attributable to Weatherford:
Basic & Diluted	$	(0.26	)	$	(1.98	)	$	(0.88	)	$	(3.27	)

Weighted Average Shares Outstanding:
Basic & Diluted	990			899			989			871



	September 30,			December 31,
(Dollars and shares in millions, except par value)	2017			2016
	(Unaudited)
Current Assets:
Cash and Cash Equivalents	$	445		$	1,037
Accounts Receivable, Net of Allowance for Uncollectible Accounts of $85 in 2017 and $129 in 2016	1,236			1,383
Inventories, Net	1,752			1,802
Prepaid Expenses	266			263
Other Current Assets	409			402
Assets Held for Sale	935			23
Total Current Assets	5,043			4,910

Property, Plant and Equipment, Net of Accumulated Depreciation of $7,633 in 2017 and $7,362 in 2016	3,989			4,480
Goodwill	2,346			2,797
Other Intangible Assets, Net of Accumulated Amortization of $860 in 2017 and $801 in 2016	229			248
Equity Investments	65			66
Other Non-Current Assets	341			163
Total Assets	$	12,013		$	12,664

Current Liabilities:
Short-term Borrowings and Current Portion of Long-term Debt	$	391		$	179
Accounts Payable	815			845
Accrued Salaries and Benefits	285			291
Income Taxes Payable	223			255
Other Current Liabilities	702			858
Liabilities Held for Sale	54			—
Total Current Liabilities	2,470			2,428

Long-term Debt	7,530			7,403
Other Non-Current Liabilities	629			765
Total Liabilities	10,629			10,596

Shareholders’ Equity:
Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 992 shares at September 30, 2017 and 983 shares at December 31, 2016	$	1		$	1
Capital in Excess of Par Value	6,641			6,571
Retained Deficit	(3,825		)	(2,950		)
Accumulated Other Comprehensive Loss	(1,489		)	(1,610		)
Weatherford Shareholders’ Equity	1,328			2,012
Noncontrolling Interests	56			56
Total Shareholders’ Equity	1,384			2,068
Total Liabilities and Shareholders’ Equity	$	12,013		$	12,664



	Three Months Ended September 30, 2017
					Total
(Dollars in millions)	Severance		Other		Severance and
2016 Plan	Charges		Charges		Other Charges
North America	$	1	$	—	$	1
MENA/Asia Pacific	4		16		20
Europe/SSA/Russia	2		—		2
Latin America	7		2		9
Subtotal	14		18		32
Land Drilling Rigs	—		—		—
Corporate and Research and Development	1		1		2
Total	$	15	$	19	$	34



	Three Months Ended September 30, 2016
						Total
(Dollars in millions)	Severance			Other		Severance and
2016 Plan	Charges			Charges		Other Charges
North America	$	5		$	—	$	5
MENA/Asia Pacific	4			1		5
Europe/SSA/Russia	(2		)	2		—
Latin America	9			1		10
Subtotal	16			4		20
Land Drilling Rigs	—			—		—
Corporate and Research and Development	2			—		2
Total	$	18		$	4	$	22



	Nine Months Ended September 30, 2017
					Total
(Dollars in millions)	Severance		Other		Severance and
2016 Plan	Charges		Charges		Other Charges
North America	$	3	$	21	$	24
MENA/Asia Pacific	12		17		29
Europe/SSA/Russia	10		21		31
Latin America	20		5		25
Subtotal	45		64		109
Land Drilling Rigs	2		—		2
Corporate and Research and Development	24		5		29
Total	$	71	$	69	$	140



	Nine Months Ended September 30, 2016
					Total
(Dollars in millions)	Severance		Other		Severance and
2016 Plan	Charges		Charges		Other Charges
North America	$	29	$	15	$	44
MENA/Asia Pacific	22		3		25
Europe/SSA/Russia	21		4		25
Latin America	35		2		37
Subtotal	107		24		131
Land Drilling Rigs	5		—		5
Corporate and Research and Development	14		—		14
Total	$	126	$	24	$	150



	At September 30, 2017
	2016 Plan				2015 and 2014 Plans				Total
									Severance
	Severance		Other		Severance		Other		and Other
(Dollars in millions)	Liability		Liability		Liability		Liability		Liability
North America	$	1	$	17	$	—	$	—	$	18
MENA/Asia Pacific	4		11		—		—		15
Europe/SSA/Russia	2		9		—		5		16
Latin America	—		—		—		—		—
Subtotal	7		37		—		5		49
Land Drilling Rigs	—		—		—		—		—
Corporate and Research and Development	9		—		—		—		9
Total	$	16	$	37	$	—	$	5	$	58



			Nine Months Ended September 30, 2017
(Dollars in millions)	Accrued Balance at December 31, 2016		Charges		Cash Payments			Other			Accrued Balance at September 30, 2017
2016 Plan:
Severance liability	$	52	$	71	$	(104	)	$	(3	)	$	16
Other restructuring liability	22		57		(21		)	(21		)	37
2015 and 2014 Plan:
Severance liability	3		—		(3		)	—			—
Other restructuring liability	9		—		(1		)	(3		)	5
Total severance and other restructuring liability	$	86	$	128	$	(129	)	$	(27	)	$	58



(Dollars in millions)	September 30, 2017		December 31, 2016
Raw materials, components and supplies	$	145	$	168
Work in process	70		49
Finished goods	1,537		1,585
	$	1,752	$	1,802



(Dollars in millions)	North America			MENA/ Asia Pacific		Europe/ SSA/ Russia		Latin America		Total
Balance at December 31, 2016	$	1,777		$	189	$	543	$	288	$	2,797
Reclassification to assets held for sale	(559		)	—		—		—		(559		)
Foreign currency translation adjustments	66			5		37		—		108
Balance at September 30, 2017	$	1,284		$	194	$	580	$	288	$	2,346



(Dollars in millions)	September 30, 2017
Facilities	$	1,388
Less uses of facilities:
Revolving credit agreement	225
Letters of credit	84
Secured term loan before debt issuance cost	388
Borrowing Availability	$	691



(Dollars in millions)	Par Value of Issued Shares		Capital in Excess of Par Value		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interests			Total Shareholders’ Equity
Balance at December 31, 2015	$	1	$	5,502	$	442		$	(1,641	)	$	61		$	4,365
Net Income (Loss)	—		—		(2,843		)	—			14			(2,829		)
Other Comprehensive Income	—		—		—			92			—			92
Dividends Paid to Noncontrolling Interests	—		—		—			—			(15		)	(15		)
Issuance of Common Shares	—		623		—			—			—			623
Issuance of Exchangeable Notes	—		97		—			—			—			97
Equity Awards Granted, Vested and Exercised	—		51		—			—			—			51
Other	—		—		—			—			(1		)	(1		)
Balance at September 30, 2016	$	1	$	6,273	$	(2,401	)	$	(1,549	)	$	59		$	2,383

Balance at December 31, 2016	$	1	$	6,571	$	(2,950	)	$	(1,610	)	$	56		$	2,068
Net Income (Loss)	—		—		(875		)	—			16			(859		)
Other Comprehensive Income	—		—		—			121			—			121
Dividends Paid to Noncontrolling Interests	—		—		—			—			(16		)	(16		)
Equity Awards Granted, Vested and Exercised	—		70		—			—			—			70
Balance at September 30, 2017	$	1	$	6,641	$	(3,825	)	$	(1,489	)	$	56		$	1,384



	Three Months Ended September 30,		Nine Months Ended September 30,
(Shares in millions)	2017	2016	2017	2016
Basic and Diluted weighted average shares outstanding	990	899	989	871



	Three Months Ended September 30, 2017
(Dollars in millions)	Net Operating Revenues		Income (Loss) from Operations			Depreciation and Amortization
North America	$	538	$	33		$	39
MENA/Asia Pacific	335		8			49
Europe/SSA/Russia	252		14			36
Latin America	229		(5		)	49
Subtotal	1,354		50			173
Land Drilling Rigs	106		(16		)	23
	1,460		34			196
Corporate and Research and Development			(70		)	3
Restructuring Charges ^(a)			(34		)
Asset Write-Downs and Other			2
Litigation Credit			4
Total	$	1,460	$	(64	)	$	199



(Dollars in millions)	Weatherford Ireland			Weatherford Bermuda			Weatherford Delaware			Other Subsidiaries			Eliminations		Consolidation
Revenues	$	—		$	—		$	—		$	1,460		$	—	$	1,460
Costs and Expenses	(3		)	6			1			(1,528		)	—		(1,524		)
Operating Income (Loss)	(3		)	6			1			(68		)	—		(64		)

Other Income (Expense):
Interest Expense, Net	—			(149		)	(10		)	6			5		(148		)
Intercompany Charges, Net	(2		)	1			(59		)	60			—		—
Equity in Subsidiary Income (Loss)	(244		)	(518		)	(445		)	—			1,207		—
Other, Net	(7		)	(54		)	(53		)	48			52		(14		)
Income (Loss) Before Income Taxes	(256		)	(714		)	(566		)	46			1,264		(226		)
(Provision) Benefit for Income Taxes	—			—			—			(25		)	—		(25		)
Net Income (Loss)	(256		)	(714		)	(566		)	21			1,264		(251		)
Noncontrolling Interests	—			—			—			5			—		5
Net Income (Loss) Attributable to Weatherford	$	(256	)	$	(714	)	$	(566	)	$	16		$	1,264	$	(256	)
Comprehensive Income (Loss) Attributable to Weatherford	$	(168	)	$	(687	)	$	(538	)	$	104		$	1,121	$	(168	)



(Dollars in millions)	Weatherford Ireland			Weatherford Bermuda			Weatherford Delaware			Other Subsidiaries			Eliminations		Consolidation
Revenues	$	—		$	—		$	—		$	1,356		$	—	$	1,356
Costs and Expenses	(3		)	(6		)	(1		)	(2,291		)	—		(2,301		)
Operating Income (Loss)	(3		)	(6		)	(1		)	(935		)	—		(945		)

Other Income (Expense):
Interest Expense, Net	—			(127		)	(13		)	7			4		(129		)
Intercompany Charges, Net	(3		)	11			(50		)	42			—		—
Equity in Subsidiary Income	(1,774		)	(1,662		)	(1,291		)	—			4,727		—
Other, Net	—			(62		)	(49		)	60			41		(10		)
Income (Loss) Before Income Taxes	(1,780		)	(1,846		)	(1,404		)	(826		)	4,772		(1,084		)
(Provision) Benefit for Income Taxes	—			—			(138		)	(554		)	—		(692		)
Net Income (Loss)	(1,780		)	(1,846		)	(1,542		)	(1,380		)	4,772		(1,776		)
Noncontrolling Interests	—			—			—			4			—		4
Net Income (Loss) Attributable to Weatherford	$	(1,780	)	$	(1,846	)	$	(1,542	)	$	(1,384	)	$	4,772	$	(1,780	)
Comprehensive Income (Loss) Attributable to Weatherford	$	(1,822	)	$	(1,861	)	$	(1,554	)	$	(1,427	)	$	4,842	$	(1,822	)



	WTI Oil ^(a)		Henry Hub Gas ^(b)		North American Rig Count ^(c)	International Rig Count ^(c)
September 30, 2017	$	51.67	$	3.01	1,154	947
December 31, 2016	53.72		3.68		770	925
September 30, 2016	48.24		2.91		600	936



	Nine Months Ended
	September 30,
(Dollars and shares in millions, except per share data)	2017			2016			Favorable (Unfavorable)			Percentage Change
Revenues:
North America	$	1,503		$	1,393		$	110		8	%
MENA/Asia Pacific	996			1,090			(94		)	(9	)%
Europe/SSA/Russia	740			725			15			2	%
Latin America	674			809			(135		)	(17	)%
Subtotal	3,913			4,017			(104		)	(3	)%
Land Drilling Rigs	296			326			(30		)	(9	)%
Total Revenues	4,209			4,343			(134		)	(3	)%

Operating Income (Loss):
North America	17			(324		)	341			105	%
MENA/Asia Pacific	14			(4		)	18			450	%
Europe/SSA/Russia	9			(3		)	12			400	%
Latin America	(31		)	59			(90		)	(153	)%
Subtotal	9			(272		)	281			103	%
Land Drilling Rigs	(66		)	(62		)	(4		)	(6	)%
Total Segment Operating Loss	(57		)	(334		)	277			83	%
Research and Development	(117		)	(119		)	2			2	%
Corporate Expenses	(94		)	(107		)	13			12	%
Long-lived Asset Impairments, Write-Downs and Other Charges	17			(952		)	969			102	%
Restructuring Charges	(140		)	(150		)	10			7	%
Litigation Charges, Net	4			(190		)	194			102	%
Total Operating Loss	(387		)	(1,852		)	1,465			79	%

Interest Expense, Net	(427		)	(363		)	(64		)	(18	)%
Bond Tender Premium, Net	—			(78		)	78			100	%
Warrant Fair Value Adjustment	58			—			58			—	%
Currency Devaluation Charges	—			(31		)	31			100	%
Other Expense, Net	(28		)	(16		)	(12		)	(75	)%
Income Tax Provision	(75		)	(489		)	414			85	%
Net Loss per Diluted Share	$	(0.88	)	$	(3.27	)	$	2.39		73	%
Weighted Average Diluted Shares Outstanding	989			871			(118		)	(14	)%
Depreciation and Amortization	$	611		$	741		$	130		18	%