UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)Form10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMarch 31,September 30, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________________to __________________________________
Commission file number001-36504
Weatherford International plc
(Exact Name of Registrant as Specified in Its Charter)
 Ireland98-0606750
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
2000 St. James Place,Houston,Texas77056
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: 713.836.4000
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, $0.001 par value per shareWFRDThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                      Yes ¨þ No þ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                                     Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes ☑    No ☐ 

As of April 23,October 20, 2021, there were 70,120,15370,161,685 Weatherford ordinary shares, $0.001 par value per share, outstanding.




Weatherford International public limited company
Form 10-Q for the ThreeThird Quarter and Nine Months Ended March 31,September 30, 2021
TABLE OF CONTENTS
PAGE
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Table of Contents
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months EndedNine Months Ended
Three Months Ended March 31,September 30,September 30,
(Dollars and shares in millions, except per share amounts)(Dollars and shares in millions, except per share amounts)20212020(Dollars and shares in millions, except per share amounts)2021202020212020
Revenues:Revenues:Revenues:
ServicesServices$623 $485 $1,734 $1,762 
ProductsProducts$309 $450 Products322 322 946 1,081 
Services523 765 
Total RevenuesTotal Revenues832 1,215 Total Revenues945 807 2,680 2,843 
Costs and Expenses:Costs and Expenses:Costs and Expenses:
Cost of ServicesCost of Services407 341 1,155 1,218 
Cost of ProductsCost of Products280 392 Cost of Products279 290 844 935 
Cost of Services356 521 
Research and DevelopmentResearch and Development21 33 Research and Development21 21 63 77 
Selling, General and AdministrativeSelling, General and Administrative188 248 Selling, General and Administrative175 180 551 651 
Impairments and Other Charges817 
Goodwill and Long-Lived Asset ImpairmentsGoodwill and Long-Lived Asset Impairments— — — 1,057 
Restructuring ChargesRestructuring Charges26 Restructuring Charges— 31 — 114 
Other Charges (Credits), NetOther Charges (Credits), Net(8)(16)170 
Total Costs and ExpensesTotal Costs and Expenses845 2,037 Total Costs and Expenses874 867 2,597 4,222 
Operating Loss(13)(822)
Interest Expense, Net(70)(58)
Reorganization Items(9)
Operating Income (Loss)Operating Income (Loss)71 (60)83 (1,379)
Interest Expense NetInterest Expense Net(69)(64)(211)(181)
Loss on Extinguishment of Debt and Bond Redemption PremiumLoss on Extinguishment of Debt and Bond Redemption Premium(59)— (59)— 
Loss on Termination of ABL Credit AgreementLoss on Termination of ABL Credit Agreement— (15)— (15)
Other Expense, NetOther Expense, Net(4)(25)Other Expense, Net(4)(20)(19)(65)
Loss Before Income TaxesLoss Before Income Taxes(87)(914)Loss Before Income Taxes(61)(159)(206)(1,640)
Income Tax ProvisionIncome Tax Provision(23)(44)Income Tax Provision(28)(8)(66)(64)
Net LossNet Loss(110)(958)Net Loss(89)(167)(272)(1,704)
Net Income Attributable to Noncontrolling InterestsNet Income Attributable to Noncontrolling InterestsNet Income Attributable to Noncontrolling Interests17 17 
Net Loss Attributable to WeatherfordNet Loss Attributable to Weatherford$(116)$(966)Net Loss Attributable to Weatherford$(95)$(174)$(289)$(1,721)
Basic & Diluted Loss per ShareBasic & Diluted Loss per Share$(1.66)$(13.80)Basic & Diluted Loss per Share$(1.36)$(2.48)$(4.13)$(24.58)
Basic & Diluted Weighted Average Shares OutstandingBasic & Diluted Weighted Average Shares Outstanding70 70 Basic & Diluted Weighted Average Shares Outstanding70 70 70 70 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
Three Months EndedNine Months Ended
Three Months Ended March 31,September 30,September 30,
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)2021202020212020
Net LossNet Loss$(110)$(958)Net Loss$(89)$(167)$(272)$(1,704)
Foreign Currency Translation AdjustmentsForeign Currency Translation Adjustments(4)(95)Foreign Currency Translation Adjustments(11)(6)— (72)
Comprehensive LossComprehensive Loss(114)(1,053)Comprehensive Loss(100)(173)(272)(1,776)
Comprehensive Income Attributable to Noncontrolling InterestsComprehensive Income Attributable to Noncontrolling InterestsComprehensive Income Attributable to Noncontrolling Interests17 17 
Comprehensive Loss Attributable to WeatherfordComprehensive Loss Attributable to Weatherford$(120)$(1,061)Comprehensive Loss Attributable to Weatherford$(106)$(180)$(289)$(1,793)
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars and shares in millions, except par value)(Dollars and shares in millions, except par value)3/31/202112/31/2020(Dollars and shares in millions, except par value)9/30/202112/31/2020
(Unaudited)(Unaudited)
Assets:Assets:Assets:
Cash and Cash EquivalentsCash and Cash Equivalents$1,177 $1,118 Cash and Cash Equivalents$1,291 $1,118 
Restricted CashRestricted Cash166 167 Restricted Cash155 167 
Accounts Receivable, Net of Allowance for Credit Losses of $32 at March 31, 2021 and $32 at December 31, 2020793 826 
Accounts Receivable, Net of Allowance for Credit Losses of $32 at September 30, 2021 and $32 at December 31, 2020Accounts Receivable, Net of Allowance for Credit Losses of $32 at September 30, 2021 and $32 at December 31, 2020816 826 
Inventories, NetInventories, Net676 717 Inventories, Net681 717 
Other Current AssetsOther Current Assets346 349 Other Current Assets301 349 
Total Current AssetsTotal Current Assets3,158 3,177 Total Current Assets3,244 3,177 
Property, Plant and Equipment, Net of Accumulated Depreciation of $430 at March 31, 2021 and $367 at December 31, 20201,170 1,236 
Intangible Assets, Net of Accumulated Amortization of $212 at March 31, 2021 and $173 at December 31, 2020771 810 
Property, Plant and Equipment, Net of Accumulated Depreciation of $570 at September 30, 2021 and $367 at December 31, 2020Property, Plant and Equipment, Net of Accumulated Depreciation of $570 at September 30, 2021 and $367 at December 31, 20201,022 1,236 
Intangible Assets, Net of Accumulated Amortization of $289 at September 30, 2021 and $173 at December 31, 2020Intangible Assets, Net of Accumulated Amortization of $289 at September 30, 2021 and $173 at December 31, 2020695 810 
Operating Lease Right-of-Use AssetsOperating Lease Right-of-Use Assets128 138 Operating Lease Right-of-Use Assets117 138 
Other Non-Current AssetsOther Non-Current Assets68 73 Other Non-Current Assets70 73 
Total AssetsTotal Assets$5,295 $5,434 Total Assets$5,148 $5,434 
Liabilities:Liabilities:Liabilities:
Short-term Borrowings and Current Portion of Long-term Debt11 13 
Short-term Borrowings and Current Portion of Finance LeasesShort-term Borrowings and Current Portion of Finance Leases211 13 
Accounts PayableAccounts Payable330 325 Accounts Payable350 325 
Accrued Salaries and BenefitsAccrued Salaries and Benefits253 297 Accrued Salaries and Benefits317 297 
Income Taxes PayableIncome Taxes Payable194 185 Income Taxes Payable139 185 
Current Portion of Operating Lease LiabilitiesCurrent Portion of Operating Lease Liabilities67 71 Current Portion of Operating Lease Liabilities63 71 
Other Current LiabilitiesOther Current Liabilities509 471 Other Current Liabilities444 471 
Total Current LiabilitiesTotal Current Liabilities1,364 1,362 Total Current Liabilities1,524 1,362 
Long-term DebtLong-term Debt2,602 2,601 Long-term Debt2,431 2,601 
Operating Lease LiabilitiesOperating Lease Liabilities159 177 Operating Lease Liabilities135 177 
Other Non-Current LiabilitiesOther Non-Current Liabilities349 357 Other Non-Current Liabilities411 357 
Total LiabilitiesTotal Liabilities$4,474 $4,497 Total Liabilities$4,501 $4,497 
Shareholders’ Equity:Shareholders’ Equity:Shareholders’ Equity:
Ordinary Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 70 shares at March 31, 2021 and December 31, 2020$$
Ordinary Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 70 shares at September 30, 2021 and December 31, 2020Ordinary Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 70 shares at September 30, 2021 and December 31, 2020$— $— 
Capital in Excess of Par ValueCapital in Excess of Par Value2,897 2,897 Capital in Excess of Par Value2,900 2,897 
Retained DeficitRetained Deficit(2,063)(1,947)Retained Deficit(2,236)(1,947)
Accumulated Other Comprehensive LossAccumulated Other Comprehensive Loss(47)(43)Accumulated Other Comprehensive Loss(43)(43)
Weatherford Shareholders’ EquityWeatherford Shareholders’ Equity787 907 Weatherford Shareholders’ Equity621 907 
Noncontrolling InterestsNoncontrolling Interests34 30 Noncontrolling Interests26 30 
Total Shareholders’ EquityTotal Shareholders’ Equity821 937 Total Shareholders’ Equity647 937 
Total Liabilities and Shareholders’ EquityTotal Liabilities and Shareholders’ Equity$5,295 $5,434 Total Liabilities and Shareholders’ Equity$5,148 $5,434 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,Nine Months Ended September 30,
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)20212020
Cash Flows From Operating Activities:Cash Flows From Operating Activities:Cash Flows From Operating Activities:
Net LossNet Loss$(110)$(958)Net Loss$(272)$(1,704)
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities:
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Depreciation and AmortizationDepreciation and Amortization111 157 Depreciation and Amortization337 387 
Goodwill Impairment167 
Long-lived Asset Impairments640 
Loss on Extinguishment of DebtLoss on Extinguishment of Debt37 — 
Bond Redemption PremiumBond Redemption Premium22 — 
Loss on Termination of ABL Credit AgreementLoss on Termination of ABL Credit Agreement— 15 
Goodwill and Long-lived Asset ImpairmentsGoodwill and Long-lived Asset Impairments— 1,057 
Inventory ChargesInventory Charges17 Inventory Charges50 166 
Asset Write-Downs and Other Charges
Loss (Gain) on Disposition of AssetsLoss (Gain) on Disposition of Assets(22)
Deferred Income Tax ProvisionDeferred Income Tax Provision23 Deferred Income Tax Provision15 10 
Share-Based CompensationShare-Based CompensationShare-Based Compensation13 — 
Changes in Operating Assets and Liabilities, Net:Changes in Operating Assets and Liabilities, Net:Changes in Operating Assets and Liabilities, Net:
Accounts ReceivableAccounts Receivable33 (3)Accounts Receivable358 
InventoriesInventories20 (48)Inventories(14)(4)
Accounts PayableAccounts Payable(32)Accounts Payable27 (248)
Other Assets and Liabilities, NetOther Assets and Liabilities, Net(10)76 Other Assets and Liabilities, Net36 143 
Net Cash Provided by Operating ActivitiesNet Cash Provided by Operating Activities74 30 Net Cash Provided by Operating Activities234 188 
Cash Flows From Investing Activities:Cash Flows From Investing Activities:Cash Flows From Investing Activities:
Capital Expenditures for Property, Plant and EquipmentCapital Expenditures for Property, Plant and Equipment(15)(38)Capital Expenditures for Property, Plant and Equipment(44)(100)
Proceeds from Disposition of AssetsProceeds from Disposition of Assets11 Proceeds from Disposition of Assets39 13 
Other Investing ActivitiesOther Investing Activities(3)Other Investing Activities22 
Net Used in Investing Activities(3)(35)
Net Cash Used in Investing ActivitiesNet Cash Used in Investing Activities(2)(65)
Cash Flows From Financing Activities:Cash Flows From Financing Activities:Cash Flows From Financing Activities:
Borrowings of Long-term Debt, Net Borrowings of Long-term Debt, Net491 457 
Repayments of Long-term DebtRepayments of Long-term Debt(3)(2)Repayments of Long-term Debt(510)(7)
Repayments of Short-term Debt, NetRepayments of Short-term Debt, Net(4)(3)Repayments of Short-term Debt, Net(4)(22)
Bond Redemption PremiumBond Redemption Premium(22)— 
Deferred Consideration PaymentDeferred Consideration Payment(12)Deferred Consideration Payment— (24)
Other Financing ActivitiesOther Financing Activities(2)(3)Other Financing Activities(20)(28)
Net Cash Used in Financing Activities(9)(20)
Net Cash Provided by (Used in) Financing ActivitiesNet Cash Provided by (Used in) Financing Activities(65)376 
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted CashEffect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash(4)(11)Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash(6)(6)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash58 (36)
Net Increase in Cash, Cash Equivalents and Restricted CashNet Increase in Cash, Cash Equivalents and Restricted Cash161 493 
Cash, Cash Equivalents and Restricted Cash at Beginning of PeriodCash, Cash Equivalents and Restricted Cash at Beginning of Period1,285 800 Cash, Cash Equivalents and Restricted Cash at Beginning of Period1,285 800 
Cash, Cash Equivalents and Restricted Cash at End of PeriodCash, Cash Equivalents and Restricted Cash at End of Period$1,343 $764 Cash, Cash Equivalents and Restricted Cash at End of Period$1,446 $1,293 
Supplemental Cash Flow Information:Supplemental Cash Flow Information:Supplemental Cash Flow Information:
Interest PaidInterest Paid$24 $Interest Paid$171 $114 
Income Taxes Paid, Net of RefundsIncome Taxes Paid, Net of Refunds$15 $21 Income Taxes Paid, Net of Refunds$44 $60 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  General

The accompanying unaudited Condensed Consolidated Financial Statements of Weatherford International plc (the “Company,” or “Weatherford”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, certain information and disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Therefore, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report”).

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates.

In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows of Weatherford and its subsidiaries for the periods presented and are not necessarily indicative of the results that may be expected for a full year. Our financial statements have been prepared on a consolidated basis. Under this basis, our financial statements consolidate all wholly owned subsidiaries and controlled joint ventures. All intercompany accounts and transactions have been eliminated.

Summary of Significant Accounting Policies

Please refer to “Note 1 – Summary of Significant Accounting Policies” of our Consolidated Financial Statements from our 2020 Annual Report for the discussion on our significant accounting policies. Certain reclassifications of the financial statements and accompanying footnotes for the three and nine months ended March 31,September 30, 2020 have been made to conform to the presentation for the three and nine months ended March 31,September 30, 2021.


2. Impairments and Other Charges (Credits)

We recorded the following in “Impairments“Goodwill and Other Charges”Long-Lived Asset Impairments” and “Other Charges (Credits), Net” on the accompanying Condensed Consolidated Statements of Operations:
Three Months EndedThree Months EndedNine Months Ended
March 31,September 30,September 30,
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)2021202020212020
Long-lived Asset ImpairmentsLong-lived Asset Impairments$$640 Long-lived Asset Impairments$— $— $— $818 
Goodwill ImpairmentGoodwill Impairment167 Goodwill Impairment— — — 239 
Total Goodwill and Long-lived Asset ImpairmentsTotal Goodwill and Long-lived Asset Impairments$— $— $— $1,057 
Other Charges, Net10 
Total Impairment and Other Charges$$817 
Inventory ChargesInventory Charges$— $$$138 
Other Charges (Credits)Other Charges (Credits)(8)— (23)32 
Total Other Charges (Credits)Total Other Charges (Credits)$(8)$$(16)$170 

We recognized long-lived asset and goodwill impairments as further described in “Note 4 – Long-Lived Asset Impairments” and “Note 5 – Goodwill and Intangible Assets”.

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3.  Inventories, Net

Inventories, net of reserves of $137$157 million and $119 million as of March 31,September 30, 2021 and December 31, 2020, respectively, are presented by category in the table below. Duringbelow:
(Dollars in millions)9/30/202112/31/2020
Finished Goods$611 $655 
Work in Process and Raw Materials, Components and Supplies70 62 
Inventories, Net$681 $717 

In the three and nine months ended March 31,September 30, 2021 and 2020, we recognized inventory charges, including excess and obsolete inventory charges, of $17 million and $2 million, respectively, recorded in “Cost of Products”the following captions on our Condensed Consolidated Statements of Operations.
(Dollars in millions)3/31/202112/31/2020
Finished Goods$604 $655 
Work in Process and Raw Materials, Components and Supplies72 62 
Inventories, Net$676 $717 
Operations:

Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in millions)2021202020212020
Inventory Charges in “Other Charges (Credits), Net”$— $$$138 
Inventory Charges in “Cost of Products”11 24 43 28 
Total Inventory Charges$11 $28 $50 $166 

4.  Long-lived Asset Impairments

We did not recognize any long-lived asset impairments in the three and nine months ended March 31,September 30, 2021.

During the three months ended March 31,first half of 2020, the global economic and industry conditions resulting from the decline in demand and impact from the COVID-19 pandemic were identified as impairment indicators. As a result, we performed interim impairment assessments as of March 31, 2020, of our property, plant and equipment, definite-lived intangible assets, goodwill and right of use assets with the assistance of third-party valuation advisors. Based on our impairment test, we determined the carrying amount of certain long-lived assets exceeded their respective fair values and recognized $640 million of long-lived asset impairments in “Long-lived Asset Impairments” on the accompanying Condensed Consolidated Statements of Operations during the three months ended March 31, 2020. See the impairment to goodwill and intangible assets at “Note 5 – Goodwill and Intangible Assets.”

The fair values of our long-lived assets were determined using discounted cash flowflows under the income approach, ora Level 3 fair value analyses.analysis. The income approach required significant assumptions to determine the fair value of an asset or asset group including the estimated discounted future cash flows, specifically the forecasted revenue, forecasted operating margins and the discount rate.

The table below detailsBased on our impairment tests, we determined the carrying amount of certain long-lived assets exceeded their respective fair values and recognized long-lived asset impairments as summarized in “Note 2 – Impairments and Other Charges (Credits), Net.” and further presented by asset class and segment recognized.in the table below. We did not recognize any long-lived asset impairments in the third quarter of 2020.
Three Months Ended March 31, 2020Nine Months Ended September 30, 2020
(Dollars in millions)(Dollars in millions)Western HemisphereEastern HemisphereTotal(Dollars in millions)Western HemisphereEastern HemisphereTotal
Property, Plant and EquipmentProperty, Plant and Equipment$222 $208 $430 Property, Plant and Equipment$316 $255 $571 
Intangible AssetsIntangible Assets31 106 137 Intangible Assets44 115 159 
Right of Use AssetsRight of Use Assets49 24 73 Right of Use Assets56 32 88 
Total Impairment Charges$302 $338 $640 
Total Long-Lived Asset ImpairmentsTotal Long-Lived Asset Impairments$416 $402 $818 



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5.  Goodwill and Intangible Assets

Goodwill

We have no goodwill asAs of September 30, 2021 and December 31, 2020, and March 31, 2021.we had no goodwill. The cumulative impairment loss for goodwill was $239 million.million, all of which was fully impaired in the first half of 2020.

For the three months ended March 31,During 2020, based on our interim goodwill impairment assessmentassessments that determined the fair value of our reporting units were less than their carrying values, we recognized goodwill impairment of $167 millioncharges presented in our Eastern Hemisphere segment, included in “Impairments“Note 2 – Impairments and Other Charges” on the accompanying Condensed Consolidated Statements of Operations.Charges (Credits), Net.” We identified the impairment indicators as discussed in “Note 4 – Long-LivedLong-lived Asset Impairments” that triggered these interim quantitative goodwill assessments as of March 31, 2020.assessments. The fair values of our reporting units were determined using a combination of the income approach and the market approach for comparable companies in our industry, a Level 3 fair value analysis. Determining the fair value of the reporting units requires management to develop significant judgments, including estimating and discounting future cash flows by reporting unit, specifically forecasted revenue, forecasted operating margins and discount rates.

Intangible Assets

The components of definite-lived intangible assets, net of accumulated amortization, were as follows:
(Dollars in millions)3/31/202112/31/2020
Developed and Acquired Technology$427 $456 
Trade Names344 354 
Totals$771 $810 

We did not recognize any impairment of intangible assets in the three months ended March 31, 2021. For the three months ended March 31, 2020, based on our impairment test, we recognized intangible asset impairments of $137 million of our developed and acquired technology.
(Dollars in millions)9/30/202112/31/2020
Developed and Acquired Technology, Net of Accumulated Amortization of $218 at September 30, 2021 and $132 at December 31, 2020$371 $456 
Trade Names, Net of Accumulated Amortization of $71 at September 30, 2021 and $41 at December 31, 2020324 354 
Intangible Assets, Net of Accumulated Amortization of $289 at September 30, 2021 and $173 at December 31, 2020$695 $810 

Amortization expense was $39 million and $46$117 million forin the three and nine months ended March 31,September 30, 2021, respectively, and $38 million and $124 million in the three and nine months ended September 30, 2020, respectively, and is reported in Selling,“Selling, General and AdministrativeAdministrative” on our Condensed Consolidated Statements of Operations. Accumulated amortization as of March 31, 2021 and December 31, 2020, was $161 million and $132 million, respectively, for Developed and Acquired Technology and $51 million and $41 million, respectively, for Trade Names.


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6. Restructuring Charges

DuringWe had no restructuring charges in the three and nine months ended March 31,September 30, 2021, compared to $31 million and $114 million in the three and nine months ended September 30, 2020, we incurred restructuring charges of 0 and $26 million, respectively, which are presented in “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations. Additional charges with respect to our ongoing cost reduction actions may be recognized in subsequent periods.

The following table presents restructuring charges for the first quarter of 2021 and 2020.
Three Months Ended March 31,
(Dollars in millions)20212020
Severance Charges$$23 
Facility Exit Charges
Total Restructuring Charges$$26 

The following table presents total restructuring charges by reporting segment and Corporate forin the first quarter ofthree and nine months ended September 30, 2021 and 2020.2020:
Three Months Ended March 31,Three Months Ended
September 30,
Nine Months Ended September 30,
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)2021202020212020
Western HemisphereWestern Hemisphere$$15 Western Hemisphere$— $17 $— $58 
Eastern HemisphereEastern HemisphereEastern Hemisphere— 12 — 29 
CorporateCorporateCorporate— — 27 
Total Restructuring ChargesTotal Restructuring Charges$$26 Total Restructuring Charges$— $31 $— $114 

The following table presents total restructuring accrual activity forin the threenine months ended March 31, 2021.September 30, 2021:
(Dollars in millions)(Dollars in millions)Accrued Balance at December 31, 2020ChargesCash Payments
Other
Accrued Balance at March 31, 2021(Dollars in millions)Accrued Balance at December 31, 2020ChargesCash Payments
(Credits)/Other
Accrued Balance at September 30, 2021
Restructuring ReserveRestructuring Reserve$53 $$(12)$(1)$40 Restructuring Reserve$53 $— $(26)$(5)$22 

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7.  Borrowings and Other Obligations
(Dollars in millions)(Dollars in millions)3/31/202112/31/2020(Dollars in millions)9/30/202112/31/2020
Finance Lease Current Portion$11 $
Current Portion of Exit Notes and Finance LeaseCurrent Portion of Exit Notes and Finance Lease$211 $
Other Short-term Financing ArrangementsOther Short-term Financing ArrangementsOther Short-term Financing Arrangements— 
Short-term BorrowingsShort-term Borrowings$11 $13 Short-term Borrowings$211 $13 
11.00% Exit Notes due 2024$2,098 $2,098 
8.75% Senior Secured Notes due 2024457 455 
Exit NotesExit Notes$1,898 $2,098 
2028 Senior Secured Notes2028 Senior Secured Notes488 — 
2024 Senior Secured Notes2024 Senior Secured Notes— 455 
Finance Lease Long-term PortionFinance Lease Long-term Portion47 48 Finance Lease Long-term Portion45 48 
Long-term DebtLong-term Debt$2,602 $2,601 Long-term Debt$2,431 $2,601 

Exit Notes

Upon our emergence from bankruptcy on December 13, 2019, we entered into an indenture with Deutsche Bank Trust Company Americas, as trustee and issued unsecured 11.00% Exit Notes in an aggregate principal amount of $2.1 billion maturing on December 1, 2024 (the “Exit Notes”). Interest on the Exit Notes accrues at the rate of 11.00% per annum and is payable semiannually in arrears on June 1 and December 1, which commenced on June 1, 2020. As of September 30, 2021, $200 million of the Exit Notes were classified as a current obligation. On October 20, 2021 we redeemed $200 million of our Exit Notes and paid related accrued interest of $8 million along with a bond redemption premium of $6 million. See “Note 14 – Subsequent Events” for additional details.

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2024 Senior Secured Notes

On August 28, 2020, we entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, and issued the 8.75% Senior Secured Notes in an aggregate principal amount of $500 million maturing September 1, 2024 (the “Senior“2024 Senior Secured Notes”). Interest on the Senior Secured Notes accruesaccrued at the rate of 8.75% per annum and iswas payable semiannually in arrears on March 1 and September 1, commencingwhich commenced on March 1, 2021. On September 30, 2021, we repaid our 2024 Senior Secured Notes and accrued interest with proceeds from the issuance of the 2028 Senior Secured Notes described below and cash on hand. In addition, we paid and recognized a $22 million bond redemption premium and recognized a $37 million noncash loss on extinguishment of debt related to the unamortized debt issuance costs and discount, which is presented as “Loss on Extinguishment of Debt and Bond Redemption Premium” on the Condensed Consolidated Statements of Operations.

2028 Senior Secured Notes

On September 30, 2021, we entered into an indenture and issued the 6.5% Senior Secured Notes in aggregate principal amount of $500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”). Interest accrues at the rate of 6.5% per annum and is payable semiannually on September 15 and March 15 of each year, commencing on March 15, 2022. The 2028 Senior Secured Notes are guaranteed by the Company and the same subsidiaries of the Company that guaranteed the 2024 Senior Secured Notes. On September 30, 2021 we received $491 million of proceeds net of debt issuance costs paid and the net book value after including accrued debt issuance costs was $488 million. Debt issuance costs will be amortized to “Interest Expense, Net” on the Condensed Consolidated Financial Statements using the effective interest rate method over the term of the debt.

LC Credit Agreement

On December 13, 2019, we entered into theWe have a senior secured letter of credit agreement in an aggregate amount of $195$215 million maturing on June 13,May 29, 2024 with the lenders party thereto and Deutsche Bank Trust Company Americas as administrative agent (the “LC Credit Agreement”). The LC Credit Agreement, which is used by the Company and certain of its subsidiaries for the issuance of bid and performance letters of creditcredit.

On September 20, 2021, certain provisions and covenants of the Company and certain of its subsidiaries. On August 28, 2020, we amended the LC Credit Agreement were amended as follows:

Permit the borrowing of up to among other things, increase the aggregate commitments to $215an additional $400 million modify the maturity date to May 29, 2024 and reduceof secured indebtedness under an asset-based lending facility or a revolving credit facility upon compliance with certain conditions;
Removed the minimum secured liquidity covenantrequirement;
Increased the minimum aggregate liquidity requirement from $175 million to $175 million.$300 million;
Decreased the minimum aggregate book value of certain pledged assets requirement from $1.25 billion to $1 billion; and
Increased the ability to repay or redeem debt to $500 million subject to minimum aggregate liquidity of $400 million at the time of repayment or redemption.

At March 31,September 30, 2021, we had approximately $160$173 million in outstanding letters of credit under the LC Credit Agreement and availability of $55$42 million.
 
As of March 31,September 30, 2021, we had $328$329 million of letters of credit outstanding, consisting of the $160$173 million mentioned above under the LC Credit Agreement and another $168$156 million under various uncommitted bi-lateral facilities (of(for which there was $163$152 million in cash collateral held and recorded in “Restricted Cash” on our Condensed Consolidated Balance Sheets).

Accrued Interest

As of March 31,September 30, 2021 and December 31, 2020, we had approximately $80accrued interest of $77 million and $34 million, respectively, in “Other Current Liabilities” primarily related to the Exit Notes and Senior Secured Notes.on our Condensed Consolidated Balance Sheets.

Fair Value of Short and Long-term Borrowings

The carrying value of our short-term borrowings approximates their fair value due to their short maturities. These short-term borrowings are classified as Level 2 in the fair value hierarchy.

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The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors. Fair value will exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued
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and will 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 the Exit Notes and Senior Secured Notes.
3/31/202112/31/2020
(Dollars in millions)Carrying ValueFair ValueCarrying ValueFair Value
11.00% Exit Notes due 2024$2,098 $2,018 $2,098 $1,628 
8.75% Senior Secured Notes due 2024457 524 455 507 
Total$2,555 $2,542 $2,553 $2,135 
9/30/202112/31/2020
(Dollars in millions)Carrying ValueFair ValueCarrying ValueFair Value
Exit Notes$2,098 $2,215 $2,098 $1,628 
2028 Senior Secured Notes$488 $516 $— $— 
2024 Senior Secured Notes$— $— $455 $507 


8. Disputes, Litigation and Legal Contingencies

We are subject to lawsuits and claims arising out of the nature of our business. We have certain claims, disputes and pending litigation for which we do not believe a negative outcome is probable or for which we can only estimate a range of liability. It is possible, however, that an unexpected judgment could be rendered against us, or we could decide to resolve a case or cases, that would result in a liability that could be uninsured and beyond the amounts we currently have reserved and in some cases those losses could be material. If one or more negative outcomes were to occur relative to these cases, the aggregate impact to our financial condition could be material. Due to the COVID-19 pandemic, many of the Company’s litigation matters and other disputes have been delayed due to court closures or other mandated accommodations.

Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 were $44 million and $43 million, respectively.

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 (as amended, the “Exchange Act”), 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 motionOn May 14, 2021, the District Court dismissed the case with prejudice for failure to dismiss on May 18, 2020, andstate a claim. On August 9, 2021, the plaintiffs filed their response on July 3, 2020.Notice of Appeal with the District Court. The defendants filed a reply brief on August 3, 2020. Their motion to dismisscase is still pending before the Court. Weappeal and we cannot reliably predict the outcome of the claims, including the amount of any possible loss.


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9.  Shareholders’ Equity

The following summarizes our shareholders’ equity activity forin the three and nine months ended March 31,September 30, 2021 and 2020.2020:
(Dollars in Millions)Capital in Excess of Par ValueRetained
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling InterestsTotal Shareholders’ Equity
(Dollars in millions)(Dollars in millions)Capital in Excess of Par ValueRetained
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling InterestsTotal Shareholders’ Equity
Balance at December 31, 2020Balance at December 31, 2020$2,897 $(1,947)$(43)$30 $937 Balance at December 31, 2020$2,897 $(1,947)$(43)$30 $937 
Net Income (Loss)Net Income (Loss)— (116)— (110)Net Income (Loss)— (116)— (110)
OtherOther— — — (2)(2)Other— — — (2)(2)
Other Comprehensive LossOther Comprehensive Loss— — (4)— (4)Other Comprehensive Loss— — (4)— (4)
Balance at March 31, 2021Balance at March 31, 2021$2,897 $(2,063)$(47)$34 $821 Balance at March 31, 2021$2,897 $(2,063)$(47)$34 $821 
Net Income (Loss)Net Income (Loss)— (78)— (73)
Other Comprehensive LossOther Comprehensive Loss— — 15 — 15 
Dividends to Noncontrolling InterestsDividends to Noncontrolling Interests— — — (4)(4)
Equity Awards Granted, Vested and ExercisedEquity Awards Granted, Vested and Exercised— — — 
OtherOther— — — (2)(2)
Balance at June 30, 2021Balance at June 30, 2021$2,899 $(2,141)$(32)$33 $759 
Net Income (Loss)Net Income (Loss)— (95)— $(89)
Other Comprehensive LossOther Comprehensive Loss— — (11)— (11)
Dividends to Noncontrolling InterestsDividends to Noncontrolling Interests— — — (11)(11)
Equity Awards Granted, Vested and ExercisedEquity Awards Granted, Vested and Exercised— — — 
OtherOther— — — (2)(2)
Balance at September 30, 2021Balance at September 30, 2021$2,900 $(2,236)$(43)$26 $647 
Balance at December 31, 2019Balance at December 31, 2019$2,897 $(26)$$36 $2,916 Balance at December 31, 2019$2,897 $(26)$$36 $2,916 
Net Income (Loss)Net Income (Loss)— (966)— (958)Net Income (Loss)— (966)— (958)
Other Comprehensive LossOther Comprehensive Loss— — (95)— (95)Other Comprehensive Loss— — (95)— (95)
Balance at March 31, 2020Balance at March 31, 2020$2,897 $(992)$(86)$44 $1,863 Balance at March 31, 2020$2,897 $(992)$(86)$44 $1,863 
Net Income (Loss)Net Income (Loss)— (581)— (579)
Other Comprehensive LossOther Comprehensive Loss— — 29 — 29 
Dividends to Noncontrolling InterestsDividends to Noncontrolling Interests— — — (8)(8)
Balance at June 30, 2020Balance at June 30, 2020$2,897 $(1,573)$(57)$38 $1,305 
Net Income (Loss)Net Income (Loss)— (174)— (167)
Other Comprehensive LossOther Comprehensive Loss— — (6)— (6)
Dividends to Noncontrolling InterestsDividends to Noncontrolling Interests— — — (9)(9)
Balance at September 30, 2020Balance at September 30, 2020$2,897 $(1,747)$(63)$36 $1,123 

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The following table presents the changes in our accumulated other comprehensive income (loss)loss by component forin the threenine months ended March 31,September 30, 2021 and 2020:
(Dollars in millions)(Dollars in millions)Currency Translation AdjustmentDefined Benefit PensionTotal(Dollars in millions)Currency Translation AdjustmentDefined Benefit PensionTotal
Balance at December 31, 2020Balance at December 31, 2020$(31)$(12)$(43)Balance at December 31, 2020$(31)$(12)$(43)
Other Comprehensive LossOther Comprehensive Loss$(4)$$(4)Other Comprehensive Loss$— $— $— 
Balance at March 31, 2021$(35)$(12)$(47)
Balance at September 30, 2021Balance at September 30, 2021$(31)$(12)$(43)
Balance at December 31, 2019Balance at December 31, 2019$$$Balance at December 31, 2019$$$
Other Comprehensive LossOther Comprehensive Loss(95)(95)Other Comprehensive Loss(72)— (72)
Balance at March 31, 2020$(88)$$(86)
Balance at September 30, 2020Balance at September 30, 2020$(65)$$(63)

10.  Loss per Share

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

The following table presents our basic and diluted weighted average shares outstanding and loss per share forin the three and nine months ended March 31,September 30, 2021 and 2020:
Three Months Ended March 31,Three Months Ended September 30,Nine Months Ended September 30,
(Dollars and shares in millions, except per share amounts)(Dollars and shares in millions, except per share amounts)20212020(Dollars and shares in millions, except per share amounts)2021202020212020
Net Loss Attributable to WeatherfordNet Loss Attributable to Weatherford$(116)$(966)Net Loss Attributable to Weatherford$(95)$(174)$(289)$(1,721)
Basic and Diluted Weighted Average Shares OutstandingBasic and Diluted Weighted Average Shares Outstanding70 70 Basic and Diluted Weighted Average Shares Outstanding70 70 70 70 
Basic and Diluted Loss Per Share Attributable to WeatherfordBasic and Diluted Loss Per Share Attributable to Weatherford$(1.66)(13.80)Basic and Diluted Loss Per Share Attributable to Weatherford$(1.36)$(2.48)$(4.13)$(24.58)

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 forin the three and nine months ended March 31,September 30, 2021 and 2020 exclude 910 million and 8 million respectively, potential ordinary shares, respectively, for restricted share units, performance share units,
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phantom restricted share units, and outstanding warrants outstanding as we had net losses for those periods and their inclusion would be anti-dilutive.
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11. Revenues

Revenue by Product Line and Geographic Region

Revenues are attributable to countries based on the ultimate destination of the sale of products or performance of services. Our two product lines are as follows: (1) Completion and Production and (2) Drilling, Evaluation and Intervention. The unmanned equipment that we lease to customers asunder operating leases consists primarily of drilling rental tools (in the Drilling, Evaluation and Intervention product line) and artificial lift pumping equipment (in the Completion and Production product line). These equipment rental revenues are generally provided based on call-out work orders that include fixed per unit prices and are derived from short-term contracts.

The following tables disaggregate our product and service revenues by major product line and geographic region for the three and nine months ended March 31,September 30, 2021 and 2020 and includes equipment revenues recognized under lease accounting standards of $28$34 million and $97 million in the three and nine months ended September 30, 2021, respectively, and $30 million and $119 million for the three and nine months ended March 31, 2021, and $57 million for the three months ended March 31, 2020.
Three Months Ended March 31,
(Dollars in millions)20212020
Product Line Revenue for Western Hemisphere
  Completion and Production$225 $297 
  Drilling, Evaluation and Intervention165 291 
Total Western Hemisphere Revenue390 588 
Product Line Revenue for Eastern Hemisphere
  Completion and Production198 302 
  Drilling, Evaluation and Intervention244 325 
Total Eastern Hemisphere Revenue442 627 
Total Revenues$832 $1,215 
September 30, 2020, respectively.

Three Months Ended March 31,
(Dollars in millions)20212020
Revenue by Geographic Areas:
  North America$214 $341 
  Latin America176 247 
 Western Hemisphere390 588 
  Middle East & North Africa and Asia267 403 
  Europe/Sub-Sahara Africa/Russia175 224 
 Eastern Hemisphere442 627 
Total Revenues$832 $1,215 
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in millions)2021202020212020
Product Line Revenue for Western Hemisphere
  Completion and Production$239 $170 $695 $632 
  Drilling, Evaluation and Intervention202 146 561 582 
Total Western Hemisphere Revenue441 316 $1,256 $1,214 
Product Line Revenue for Eastern Hemisphere
  Completion and Production221 241 $633 $783 
  Drilling, Evaluation and Intervention283 250 791 846 
Total Eastern Hemisphere Revenue504 491 $1,424 $1,629 
Total Revenues$945 $807 $2,680 $2,843 

Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in millions)2021202020212020
Revenue by Geographic Areas:
  North America$224 $175 $658 $688 
  Latin America217 141 598 526 
 Western Hemisphere441 316 $1,256 $1,214 
  Middle East & North Africa and Asia312 319 $868 $1,063 
  Europe/Sub-Sahara Africa/Russia192 172 556 566 
 Eastern Hemisphere504 491 $1,424 $1,629 
Total Revenues$945 $807 $2,680 $2,843 
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Contract Balances

The timing of our revenue recognition, billings and cash collections results in the recording of billed accounts receivable, contract assets (including unbilled receivables), and customer advances and deposits (contract liabilities classified as deferred revenues). Our receivables are primarily derived from contract sales of products and services, which are included in “Accounts Receivable, Net” on the Condensed Consolidated Balance Sheets, and was $758 million and $792 million at March 31, 2021 and December 31, 2021, respectively. Total accounts receivable, net was $793 million and $826 million at March 31, 2021 and December 31, 2020, respectively.Sheets. Contract assets were immaterial in both periods ending March 31, 2021 and December 31, 2020.
0 Contract liabilities totaled $43 million and $37 million at March 31,as of September 30, 2021 and December 31, 2020. Revenue recognized forduring the threenine months ended March 31,September 30, 2021 that werewas included in the contract liabilities balance at the beginning of 2021 was $18$28 million. The following table summarizes these balances as of September 30, 2021 and December 31, 2020:
(Dollars in millions)9/30/202112/31/2020
Receivables for Product and Services in Accounts Receivable, Net$782 $792 
Total Accounts Receivables$816 $826 
Contract Liabilities$31 $37 

Performance Obligations

In the following table, estimated revenue for contracts with original performance obligations greater than twelve months are expected to be recognized in the future related to performance obligations that are either unsatisfied or partially unsatisfied as of March 31,September 30, 2021.
(Dollars in millions)(Dollars in millions)2021202220232024ThereafterTotal(Dollars in millions)2021202220232024ThereafterTotal
Service RevenueService Revenue$38 $41 $39 $40 $54 $212 Service Revenue$17 $66 $55 $57 $65 $260 

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12. Segment Information
 
Financial information by segment is summarized below. The accounting policies of the segments are the same as those described in the summary of significant accounting policies as presented in our 2020 Annual Report.
Three Months Ended March 31, Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)2021202020212020
Revenue:
Revenues:Revenues:
Western HemisphereWestern Hemisphere$390 $588 Western Hemisphere$441 $316 $1,256 $1,214 
Eastern HemisphereEastern Hemisphere442 627 Eastern Hemisphere504 491 1,424 $1,629 
Total Revenue832 1,215 
Total Revenues Total Revenues945 807 $2,680 $2,843 
Operating Income (Loss):Operating Income (Loss):Operating Income (Loss):
Western HemisphereWestern Hemisphere24 29 Western Hemisphere45 (2)$97 $
Eastern HemisphereEastern Hemisphere(19)18 Eastern Hemisphere34 21 38 
Total Segment Operating IncomeTotal Segment Operating Income47 Total Segment Operating Income79 118 42 
Corporate (a)
Corporate (a)
(18)(26)
Corporate (a)
(16)(28)(51)(80)
Total Operating Income (Loss) Before Impairments, Restructuring and Other Charges(13)21 
Impairments and Other Charges (b)
(817)
Total Operating Income (Loss) Before Other Operating ExpensesTotal Operating Income (Loss) Before Other Operating Expenses63 (25)67 (38)
Goodwill and Long-Lived Asset ImpairmentsGoodwill and Long-Lived Asset Impairments— — — (1,057)
Restructuring ChargesRestructuring Charges— (31)— (114)
Other (Charges) Credits, NetOther (Charges) Credits, Net(4)16 (170)
Restructuring Charges(26)
Total Operating Income (Loss)Total Operating Income (Loss)71 (60)83 (1,379)
Interest Expense, Net (b)
Interest Expense, Net (b)
(69)(64)(211)(181)
Loss on Extinguishment of Debt and Bond Redemption PremiumLoss on Extinguishment of Debt and Bond Redemption Premium(59)— (59)— 
Loss on Termination of ABL Credit Agreement (b)
Loss on Termination of ABL Credit Agreement (b)
— (15)— (15)
Other Expense, NetOther Expense, Net(4)(20)(19)(65)
Total Operating Loss(13)(822)
Interest Expense, Net(70)(58)
Reorganization Items(9)
Other Expense, Net(4)(25)
Loss Before Income TaxesLoss Before Income Taxes$(87)$(914)Loss Before Income Taxes$(61)$(159)$(206)$(1,640)
(a)Corporate also includes eliminations of intercompany margins associated with transfers of assets and inventory that were NaN in the three months ended March 31, 2021was a benefit of $1 million and $8expense of $9 million in the three months ended March 31, 2020.
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TableSeptember 30, 2021 and 2020, respectively. The nine months ended September 30, 2021 and 2020, included elimination of Contentsintercompany margins of zero and an expense $27 million, respectively.

(b)In the three months ended March 31,Loss on Termination of ABL Credit Agreement was included in “Interest Expense Net” in 2020, primarily includes the impairment of goodwill, property, plant and equipment, intangibles and right of use assets and other charges. See “Note 4 – Long-Lived Asset Impairments” and “Note 5 – Goodwill and Intangible Assets” for additional information.which has been reclassified to be presented on a consistent basis with 2021.


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13. Income Taxes

We determined our quarterly tax provision using the year-to-date effective tax rate because small changes in estimated ordinary annual income result in significant changes in our estimated annual effective tax rate. The year-to-date effective tax rate treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis.

ForIn the three and nine months ended March 31,September 30, 2021, we recognized tax expense of $23$28 million and $66 million, respectively, on a loss before income taxes of $87$61 million and $206 million, respectively, compared to the three and nine months ended September 30, 2020 where we recognized tax expense of $44$8 million and $64 million, respectively, on a loss before income taxes of $914$159 million for the three months ended March 31, 2020.and $1.6 billion, respectively. Our income tax provisions generally do not correlate to our consolidated income (loss) before tax. Our income taxes provisions are primarily driven by profitsincome in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss.loss and other adjustments. Impairments and other charges recognized do not result in significant tax benefit as a result of our inability to forecast realization of the tax benefit of such losses. Tax expense for the three months ended March 31, 2020 included $20 million to recognize valuation allowance in jurisdictions where we are no longer able to forecast taxable income as a result of our liquidity position as of March 31, 2020.

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 a material impact on our financial statements. As of March 31,September 30, 2021, we anticipate that it is reasonably possible that our uncertain tax positions of $233$241 million may decrease by up to $3$13 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

In response

14. Subsequent Events

Exit Notes Redemption

On October 20, 2021 we redeemed $200 million of our Exit Notes and paid related accrued interest of $8 million and an early bond redemption premium of $6 million.

2030 Senior Notes and Exit Notes Redemption

On October 27, 2021, we issued $1.6 billion of 8.625% senior notes due April 30, 2030 (the “2030 Senior Notes”). The net proceeds and cash on hand were used to redeem $1.6 billion in principal of our Exit Notes at applicable prices, plus accrued and unpaid interest. Interest on the COVID-19 pandemic, many countries have enacted tax relief measures to provide aid2030 Senior Notes is payable semi-annually on June 1 and economic stimulus to companies impactedDecember 1 of each year, beginning on June 1, 2022 at a rate of 8.625% per year and will mature on April 30, 2030. The 2030 Senior Notes are guaranteed by the COVID-19 pandemic. ForCompany and the three months ended March 31, 2021, there were no material tax impacts to our Condensed Consolidated Financial Statements related to COVID-19 tax relief measures.same subsidiaries that guaranteed the 2028 Senior Secured Notes.


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

As used herein, “Weatherford,” the “Company,” “we,” “us” and “our,” refer to Weatherford International plc, 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 certain assumptions we consider reasonable. For information about these assumptions, please review the section entitled “Forward-Looking Statements” and the section entitled “Part II – Other Information – Item 1A. – Risk Factors.”

Overview
 
We conduct operations in overapproximately 75 countries and have service and sales locations in oil and natural gas producing regions globally. Our operational performance is reviewed on a geographic basis, and we report the Western Hemisphere and Eastern Hemisphere as separate, distinct reporting segments.
Our principal business is to provide equipment and services to the oil and natural gas exploration and production industry, both onshore and offshore. Our two product lines are as follows: (1) Completion and Production and (2) Drilling, Evaluation and Intervention.

Completion and Production (“C&P”) offers a suite of modern completion products, reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in deepwater, unconventional, and aging reservoirs and production optimization services and a complete production ecosystem, featuring our artificial-lift portfolio, testing and flow-measurement solutions, and optimization software, to boost productivity and profitability. In addition, we have a suite of modern completion products, reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in deepwater, unconventional, and aging reservoirs.

Drilling, Evaluation and Intervention (“DEI”) comprises a suite of services ranging from early well planning to reservoir management. The drilling services offer innovative tools and expert engineering to increase efficiency and maximize reservoir exposure. The evaluationEvaluation services merge wellsite capabilities including wireline and managed pressure drilling. We also build orand rebuild well integrity for the full life cycle of the well. Using conventional to advanced equipment, we offer safe and efficient tubular running services in any environment. Our skilled fishing and re-entry teams execute under any contingency from drilling to abandonment, and our drilling tools provide reliable pressure control even in extreme wellbores.

Financial Results and Overview

Revenues totaled $832$945 million and $2.7 billion in the threethird quarter and first nine months ended March 31,of 2021, a decreaserespectively, an improvement of $383$138 million, or 32%17%, and a decline of $163 million, or 6%, compared to the threethird quarter and first nine months ended March 31, 2020. This was primarily a result of a decline in demand for services and products related to the global health and economic crisis related to the COVID-19 pandemic, which began negatively impacting our business and industry late in the first2020, respectively.

The third quarter of 2020. Our revenue decline was predominantly2021 year-over-year improvement reflects a 28% increase in service revenues driven by lower activity levels across both ourhigher demand in certain C&P and DEI product lines. Revenues decreased 1% sequentially, with 6% declinesub-product lines, primarily in North America and South America, which spurred the Eastern Hemisphere driven by lower activity levels across both our C&P and DEI product lines, offset by 5%40% growth in the Western Hemisphere due to increased DEI sales and seasonallya 3% increase in the Eastern Hemisphere. Western Hemisphere growth was primarily driven by higher business activity levels for C&P services and products primarily in North America.Canada, Argentina and the United States.

Consolidated operating resultsThe 6% revenue decline in the threefirst nine months ended March 31,of 2021 improved $809 million, or 98%,compared to 2020 was primarily due to the lower business activity experienced during the first quarter of 2021 compared to the threepre-COVID-19 first quarter of 2020. The pandemic had an immediate negative impact beginning in the second quarter of 2020 in the Western Hemisphere while taking longer to significantly impact the Eastern Hemisphere.

Total operating income improved $131 million and $1.5 billion in the third quarter of 2021 and first nine months ended March 31,of 2021 compared to the third quarter and first nine months of 2020, and improved 88% sequentially,respectively, primarily from lowerthe absence of impairment and restructuring charges in 2021. In addition, selling, general and a decline in ouradministrative, corporate, and research and development expense declined in the first nine months of 2021, reflecting the benefits of the cost improvement initiatives that were implemented during 2020. These cost improvements were partially offset by the decline2020 and earlier in demand for our products and services due to the COVID-19 pandemic.2021.

Segment operating income was $79 million and $118 million in the threethird quarter and first nine months ended March 31,of 2021, was $5respectively, an increase of $76 million , a decreasefor both the third quarter and first nine months of $42 million2021, compared to the three months ended March 31, 2020. The decrease was driven by the decline in demand for services across both our C&P and DEI product lines. Segment operating income decreased $8 million sequentially, driven by the lower activity levels in C&P and DEI in the Eastern Hemisphere offset by increased activity and operating improvements in the Western Hemisphere.

third quarter
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Significant and first nine months of 2020. The third quarter of 2021 year-over-year improvement was driven by the increased activity levels and demand for both C&P and DEI services primarily in North America, South America and Middle East & North Africa and Asia (“MENA/Asia”). The first nine months of 2021 year-over-year improvement was driven by the increased activity levels and demand for C&P and DEI services primarily in the Western Hemisphere with improvements in North and South America.

Impairments and Other Charges (Credits), Net

For the three months ended March 31, 2021, we did not have significant impairmentsPlease see summary of details at “Note 2 – Impairments and other charges. For the three months ended March 31, 2020, significant impairments and other charges totaled $843 million and included $640 million of long-lived asset impairments, $167 million of goodwill impairment, $26 million of restructuring charges and $10 million of other charges.

Exchange Listing

In March 2021, we filed a Form 10 Registration Statement (“Form 10”) with the United States Securities and Exchange Commission (“SEC”)Other Charges (Credits), Net” to register our ordinary shares pursuant to Section 12(b) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), with no additional shares to be offered for sale.

The Company’s voluntary filing of the Form 10 is subject to SEC review and, upon its effectiveness, we will be subject to the reporting requirements of the Exchange Act. In conjunction with the Form 10 becoming effective, we have applied to list our ordinary shares on The Nasdaq Stock Market LLC stock exchange (“Nasdaq”) under the ticker symbol “WFRD”, subject to approval from Nasdaq and the Company’s compliance with the applicable listing requirements. We currently expect that the registration and listing process will be completed during the second quarter of 2021.Condensed Consolidated Financial Statements.

Industry Trends

The level of spending in the energy industry is heavily influenced by the current and expected future prices of oil and natural gas. Changes in expendituresgas, but is also impacted by environmental, social and governance (“ESG”) initiatives, ongoing supply chain shortages, and customer capital spending plans. These factors result in an increasedincrease or decreaseddecrease in demand for our products and services. Rig count is an indicator of the level of spending for the exploration for and production of oil and natural gas reserves. The following charts set forth certain statistics that reflect historical market conditions. 

The table below shows the average oil (Westand natural gas prices for West Texas Intermediate (“WTI”)), United Kingdom Brent crude oil and Henry Hub natural gas (Henry Hub) prices during the three months ended March 31, 2021 and 2020.gas.
Three Months EndedThree Months EndedYear Ended
3/31/20213/31/20209/30/20219/30/202012/31/2020
Oil price - WTI (1)
Oil price - WTI (1)
$57.79$45.76
Oil price - WTI (1)
$70.62$40.89$39.23
Oil price - Brent (1)
Oil price - Brent (1)
$73.47$42.96$41.76
Natural gas price - Henry Hub (2)
Natural gas price - Henry Hub (2)
$4.36$2.00$2.04
(1) Oil price measured in dollars per barrel
(1) Oil price measured in dollars per barrel
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu
Natural gas price - Henry Hub (2)
$3.56$1.91
(1) Oil price measured in dollars per barrel (rounded to the nearest dollar)
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu

The historical average rig counts based on the weekly Baker Hughes Company rig count information were as follows:
Three Months EndedThree Months EndedNine Months Ended
3/31/202112/31/20203/31/20209/30/20219/30/20209/30/20219/30/2020
North AmericaNorth America538 399 981 North America647 301 570 566 
InternationalInternational698 663 1,074 International772 731 735 879 
WorldwideWorldwide1,236 1,062 2,055 Worldwide1,419 1,032 1,305 1,445 

Business Outlook

There are indications that the global economic and demand recovery from the COVID-19 pandemic is continuing to build towards pre-pandemic levels as both COVID-19 vaccination rates and global economic activity increase. Oil prices have risen during the year, buoyed by supply policies led by the Organization of Petroleum Exporting Countries and the expanded alliance (“OPEC+”) and other high oil exporting non-OPEC+ nations. Average oil prices for the third quarter of 2021 are approximately 70% higher than the average oil prices for the third quarter of 2020 and natural gas prices have increased 118% over the same period. WTI oil spot prices have recovered to pre-pandemic levels, averaging approximately $71 per barrel during the third quarter of 2021. However, the North America and International average rig count continues to be well below pre-pandemic levels.

We expect continued improvements in our customer activity levels with the ongoing COVID-19 vaccine rollout globally and multinational economic stimulus actions which are expected to provide a measured pathway to oil and natural gas demand recovery throughout 2021. We believe that industry activity will likely continue to recover and our fourth quarter 2021 consolidated revenues are expected to increase by low -single digits above the third quarter of 2021.

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Global demand for oil was lower in the first quarter of 2021 compared to the first quarter of 2020, as the COVID-19 pandemic which began late in the first quarter of 2020, remains ongoing. Beginning in the first quarter of 2020, governments around the world responded to the COVID-19 pandemic with lockdowns, resulting in significantly reduced travel. Global stocks of crude and refined products increased as oil supply could not respond quickly enough to balance the market. These factors contributed to the resulting precipitous decline in commodity prices through the remainder of 2020, rising oil and gas inventory levels, decreased realized and expected levels of oil and gas demand, decreased level of production capacity and geopolitical uncertainty. During the second half of 2020, the Organization of Petroleum Exporting Countries (“OPEC”) led a supply alliance that agreed to production limits, which stabilized and improved oil prices. During the three months ended March 31, 2021, oil and natural gas prices have improved and with less volatility compared to prior year, however rig counts remain approximately 40% lower than the same period in the prior year as our industry adjusted operational structure in the last year in response to lower demand.

Business Outlook

The COVID-19 pandemic, customer activity shutdowns, travel constraints and access restrictions to customer work locations continue to cause significant uncertainty for the global economy, resulting in the decline in the global demand for oil and gas in the first quarter of 2021 compared to the first quarter of 2020.

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

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

Oil prices have risen recently, buoyed by recent supply policies led by OPEC and other high oil exporting non-OPEC nations (“OPEC+”). We expect continued improvements in our customer activity levels with the ongoing COVID-19 vaccine rollout and multinational economic stimulus actions which is expected to provide a measured pathway to oil demand recovery throughout 2021. We anticipate industry activity will continue to slowly recover in the second half of 2021, with higher activity levels more likely to occur during 2022. We expect our consolidated revenues in 2021 to align with current activity levels and are expected to be in line with our annualized second-half 2020 results. This is expected to be comprised of growth in the Western Hemisphere of low- to mid-single digits, and contraction in the low-single digits in the Eastern Hemisphere.

The oilfield services industry growth is highly dependent on many external factors, such as the global response to the COVID-19 pandemic, our customers’ capital expenditures, ESG driven business changes, world economic and political conditions, the price of oil and natural gas, member-country quota compliance within the OPEC,OPEC+, weather conditions and other factors.

COVID-19 Pandemic Impacts

We have experienced and expect to continue to experience inflationary pressures when sourcing raw material and services, delays and supply shortages as our supplier base continues to return to work and reopening challenges. Shipping and other logistics activities are experiencing tight availability for carriers, containers and shipping materials, exacerbating the delays and lack of availability of key components. In addition, we continue to experience certain customer restrictions that prevent access to their sites, community measures to contain the spread of the COVID-19 virus, and changes to our policies that have both restricted and changed the way our employees work.

We continuously improve crew rotations and management practices to minimize our employees’ risk of exposure to the COVID-19 virus while at client facilities. We constantly refine and update our identification and management of COVID-19 cases through the development of updated protocols, advanced testing and response procedures consistent with the latest guidance, from the Centers of Disease Control and Prevention and the World Health Organization. Faced with these challenges, we evolved our digital portfolio and enhanced our applications to offer fully integrated digital oilfield solutions. We also increased our offerings of automated well construction and remote monitoring and predictive analytics related to our product offerings.

Opportunities and Challenges

As production decline rates persist and reservoir productivity complexities increase, our customers continue to face challenges in balancing the cost of extraction activities with securing desired rates of production while achieving acceptable rates of return on investment. These challenges increase our customers’ requirements for technologies that improve productivity and efficiency which in turnand puts pressure on us to deliver our products and services at competitive rates. In addition, as consolidation of the oil and gas services industry continues due to market conditions, there has been an increased demand for companies with specialized products, services and technologies. We believe we are well positioned to satisfy our customers’ needs, but the level of improvement in our businesses in the future will depend heavily on pricing, volume of work, and our ability to offer solutions to more efficiently extract oil and gas controlwhile controlling costs, and penetrateour success in penetrating new and existing markets with our newly developed technologies. Over the long-term, we expect the world’s demand for energy will rise from current levelsto continue rising, requiring increased oil field services and more advanced technology from the oilfield service industry. We remain focused on delivering innovative and cost-efficient solutions for customers to assist them in achieving their operational, safety and environmental objectives.
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Our challenges also include adverse market conditions that could make it more difficult to obtain our targeted cost reduction benefits more difficultand to recruit, newmotivate and retain existing employees.employees, including key personnel. Increasing investor and government focus on environmental and social governance factors, canthe cyclicality of the energy industry and the ongoing COVID-19 pandemic may negatively impact demand for our products and services. The cyclicality of the energy industry and the pandemic continues to impact the demand for our products and services which strongly depend on the level of exploration and development activity and the completion phase of the well life cycle or on the number of wells and the type of production systems used. We are following our long-term strategy aimed at achieving sustainable profitability in our businesses, servicing our customers and creating value for our shareholders. Our long-term success will be determined by our ability to manage effectively the cyclicality of our industry, including potential prolonged industry downturns, our ability to respond to industry demands andin periods of over-supply or uncertain oil prices, and ultimately to generate consistent positive cash flow and positive returns on the invested capital.

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Results of Operations

The following table sets forth consolidated results of operations and financial information by operating segment and other selected information for the periods indicated.
Favorable (Unfavorable)
Three Months EndedSeqYoY
 (Dollars and shares in millions, except per share data)03/31/2112/31/2003/31/20% Change% Change
Revenues:
Western Hemisphere$390 $372 $588 %(34)%
Eastern Hemisphere442 470 627 (6)%(30)%
 Total Revenues832 842 1,215 (1)%(32)%
Operating Income (Loss):
Western Hemisphere24 14 29 71 %(17)%
Eastern Hemisphere(19)(1)18 (1,800)%(206)%
Total Segment Operating Income13 47 (62)%(89)%
Corporate(18)(31)(26)42 %31 %
Total Operating Income Before Impairments, Restructuring and Other Charges(13)(18)21 28 %(162)%
Impairments and Other Charges— (817)100 %100 %
Restructuring Charges— (92)(26)100 %100 %
Total Operating Loss(13)(107)(822)88 %98 %
Interest Expense, Net(70)(70)(58)— %(21)%
Reorganization Items— — (9)— %100 %
Other Expense, Net(4)(25)(233)%84 %
Loss Before Income Taxes(87)(174)(914)50 %90 %
Income Tax Provision(23)(21)(44)(10)%48 %
Net Loss$(110)$(195)$(958)44 %89 %
Net Income Attributable to Noncontrolling Interests(20)%25 %
Net Loss Attributable to Weatherford$(116)$(200)$(966)42 %88 %
Net Loss per Diluted Share$(1.66)$(2.87)$(13.80)42 %88 %
Weighted Average Diluted Shares Outstanding70 70 70 NAN/A
Depreciation and Amortization$111 $116 $157 %29 %
Favorable
Three Months Ended(Unfavorable)
 (Dollars and shares in millions, except per share data)09/30/2109/30/20$ Change% Change
Revenues:
Western Hemisphere$441 $316 $125 40 %
Eastern Hemisphere504 491 13 %
 Total Revenues945 807 138 17 %
Operating Income (Loss):
Western Hemisphere45 (2)47 2,350 %
Eastern Hemisphere34 29 580 %
Total Segment Operating Income79 76 2,533 %
Corporate(16)(28)12 43 %
Total Operating Income (Loss) Before Other Operating Expenses63 (25)88 352 %
Restructuring Charges— (31)31 100 %
Other (Charges) Credits, Net(4)12 300 %
Total Operating Income (Loss)71 (60)131 218 %
  Interest Expense, Net(69)(64)(5)(8)%
  Loss on Extinguishment of Debt and Bond Redemption Premium(59)— (59)— %
  Loss on Termination of ABL Credit Agreement— (15)15 100 %
  Other Expense, Net(4)(20)16 80 %
Loss Before Income Taxes(61)(159)98 62 %
Income Tax Provision(28)(8)(20)(250)%
Net Loss$(89)$(167)$78 47 %
Net Income Attributable to Noncontrolling Interests14 %
Net Loss Attributable to Weatherford$(95)$(174)$79 45 %
Net Loss per Diluted Share$(1.36)$(2.48)$1.12 45 %
Weighted Average Diluted Shares Outstanding70 70 N/AN/A
Depreciation and Amortization$112 $117 $%
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Favorable
Nine Months Ended(Unfavorable)
 (Dollars and shares in millions, except per share data)9/30/20219/30/2020$ Change% Change
Revenues:
Western Hemisphere$1,256 $1,214 $42 %
Eastern Hemisphere1,424 1,629 (205)(13)%
 Total Revenues2,680 2,843 (163)(6)%
Operating Income (Loss):
Western Hemisphere97 93 2,325 %
Eastern Hemisphere21 38 (17)(45)%
Total Segment Operating Income118 42 76 181 %
Corporate(51)(80)29 36 %
Total Operating Income (Loss) Before Other Operating Expenses67 (38)105 276 %
Goodwill and Long-Lived Asset Impairments— (1,057)1,057 100 %
Restructuring Charges— (114)114 100 %
Other (Charges) Credits, Net16 (170)186 109 %
Total Operating Income (Loss)83 (1,379)1,462 106 %
  Interest Expense, Net(211)(181)(30)(17)%
  Loss on Extinguishment of Debt and Bond Redemption Premium(59)— (59)— %
  Loss on Termination of ABL Credit Agreement— (15)15 100 %
  Other Expense, Net(19)(65)46 71 %
Loss Before Income Taxes(206)(1,640)1,434 87 %
Income Tax Provision(66)(64)(2)(3)%
Net Loss(272)(1,704)1,432 84 %
Net Income Attributable to Noncontrolling Interests17 17 — — %
Net Loss Attributable to Weatherford$(289)$(1,721)$1,432 83 %
Net Loss per Diluted Share$(4.13)$(24.58)$20.45 83 %
Weighted Average Diluted Shares Outstanding70 70 N/AN/A
Depreciation and Amortization$337 $387 $50 13 %

Segment Revenues

Western Hemisphere revenues increased $125 million, or 40%, in the third quarter of 2021 and $42 million, or 3%, in the first nine months of 2021 compared to the third quarter and first nine months of 2020. The third quarter of 2021 year-over-year growth in the Western Hemisphere was due to increased demand for service and products across both C&P and DEI in North America and South America. Western Hemisphere growth was primarily driven by higher business activity levels for C&P services and products primarily in Canada, Argentina and the United States. The Western Hemisphere revenue improvement in the first nine months of 2021 compared to 2020 was due to higher business activity levels for C&P services and products.

Eastern Hemisphere revenues increased $13 million, or 3%, in the third quarter of 2021 and decreased $205 million, or 13%, in the first nine months of 2021 compared to the third quarter and first nine months of 2020. The third quarter of 2021 year-over-year increase was due to increased demand for the DEI services in MENA/Asia. The nine months of 2021 year-over-year decrease was due to a decline in international activity resulting in lower C&P and DEI service and product sales since the COVID-19 pandemic.

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Consolidated and Segment Revenues

Revenues totaled $832 million in the three months ended March 31, 2021. This is a decrease of $383 million, or 32%, compared to revenues in the three months ended March 31, 2020 was primarily a result of a decline in demand for services and products related to the pandemic, which began negatively impacting our industry late in the first quarter of 2020. The sequential consolidated revenue decline was 1%, with 6% decline in the Eastern Hemisphere driven by lower activity levels across both our C&P and DEI product lines offset by 5% growth in the Western Hemisphere due to increased DEI sales and seasonally higher activity.

Western Hemisphere revenues decreased $198 million, or 34%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 due to lower demand for service and product activity across both product lines as a result of the decrease in demand in services. Western Hemisphere revenues increased 5% sequentially due to increased DEI sales and seasonally higher activity.

Eastern Hemisphere revenues decreased $185 million, or 30%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 related to a decline in activity resulting in lower service and product sales in both our C&P and DEI product lines. Eastern Hemisphere revenues decreased 6% sequentially driven by lower activity levels across both our C&P and DEI product lines, partially offset by improved DEI sales in the Europe and the Middle East.

Consolidated and Segment Operating Results

Consolidated operating loss in the three months ended March 31, 2021, decreased $809 million, or 98%, compared to the three months ended March 31, 2020, and decreased 88% sequentially, primarily from lower impairment and restructuring charges and a decline in our research and development expense reflecting the cost improvement initiatives that were implemented during 2020. These cost improvements were partially offset by the decline in demand for our products and services due to the COVID-19 pandemic.

Segment operating income in the three months ended March 31, 2021 was $5 million, a decrease of $42 million compared to the three months ended March 31, 2020. The decrease was driven by the decline in demand for services across both our C&P and DEI product lines, partially offset by our lower cost structure. Segment operating income decreased $8 million sequentially, driven by the lower activity levels in C&P and DEI in the Eastern Hemisphere offset by increased activity and operating improvements in the Western Hemisphere.

Western Hemisphere segment operating income of $45 million and $97 million in the threethird quarter and first nine months ended March 31, 2021of $242021, respectively, increased $47 million decreased $5and $93 million, respectively, compared to the threethird quarter and first nine months ended March 31,of 2020. The decrease was impactedthird quarter year-over-year improvements were driven by adverse weather in the United States, lower activity levels in North America, and the decline inincreased demand for services and oil and gas partially offset by improvements inacross both C&P related activitiesand DEI businesses in LatinNorth and South America, as well as lower operational and employee costs. Western Hemisphere segment operating income improved $10 million sequentially due toThe nine months year-over-year improvements were driven by the increased DEI salesdemand for C&P services in North and seasonally higher activity.South America, as well as lower operational and employee costs.

Eastern Hemisphere segment operating lossincome of $19$34 million forand $21 million in the threethird quarter and first nine months ended March 31,of 2021, deteriorated by $37respectively, increased $29 million and decreased $17 million, respectively, compared to the threethird quarter and first nine months ended March 31, 2020 and deteriorated by $18 million sequentially.of 2020. The deteriorationthird quarter year-over-year improvement was driven by the improved services mix across both the C&P and DEI businesses in MENA/Asia. The year-over-year decline in the nine months was driven by lower activity levels across both ourfor C&P and DEI product lines,services related to the COVID-19 pandemic, partially offset by lower operational and employee costs.

Interest Expense, Net

InterestNet interest expense was $70$69 million for threeand $211 million in the third quarter and first nine months ended March 31, 2021. The interest expenseof 2021, respectively, and primarily represents interest on our 11.0% Exit Notes due 2024 (“Exit Notes”) and our 8.75% Senior Secured Notes due 2024 (“2024 Senior Secured Notes”) as well as accretion expense amortized on our deferredamortization of debt issuance costs and discount on our Senior Secured Notes. Interestdiscounts.

Net interest expense was $58$64 million forand $181 million in the threethird quarter and first nine months ended March 31, 2020. The interest expenseof 2020, respectively, and primarily represents interest on our Exit Notes. See “Note 7 – BorrowingsNotes and Other Obligations” to theour 2024 Senior Secured Notes.

Loss on Termination of ABL Credit Agreement

On December 13, 2019, we entered into a senior secured asset-based lending agreement in an aggregate amount of $450 million (the “ABL Credit Agreement”) which was terminated on August 28, 2020. Upon its termination, we recorded $15 million of noncash “Loss on Termination of ABL Credit Agreement” on our Condensed Consolidated Financial Statements for further details.related to unamortized deferred debt issuance costs.

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TableLoss on Extinguishment of Contents

Reorganization ItemsDebt and Bond Redemption Premium

Expenses, gainsOn September 30, 2021, we repaid our 2024 Senior Secured Notes and losses that are realized or incurredrecognized a $22 million bond redemption premium on the early redemption and a $37 million noncash loss on extinguishment of debt related to unamortized debt issuance costs and discount, which is presented as “Loss on Extinguishment of or subsequent toDebt and Bond Redemption Premium” on the July 1, 2019 bankruptcy petition date and as a direct result of the bankruptcy cases and emergence from bankruptcy on December 13, 2019 were recorded under “Reorganization Items” on our Condensed Consolidated Statements of Operations. For the three months ended March 31, 2021 and 2020 “Reorganization Items” were zero and $9 million, respectively.

Other Expense, Net

Other expense, net was $4 million forand $19 million in the threethird quarter and first nine months ended March 31,of 2021, respectively, compared to other expense of $25$20 million forand $65 million in the threethird quarter and first nine months ended March 31, 2020.of 2020, respectively. Other expense, net is made upcomprised of letter of credit fees, other financing charges and foreign exchange losses, primarily attributed to currency losses in countries with no or limited markets to hedge. The first nine months year-over-year improvement was primarily due to lower currency volatility this quarterin 2021 compared to the significant volatility in the same period ofin the prior year following the start of the COVID-19 pandemic. In 2020, the balance included $9 million in reorganization expenses.

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Income Taxes

We have determined that because small changes in estimated ordinary annual income would result in significant changes in the estimated annual effective tax rate, using the year-to-date effective tax rate is appropriate for determining the quarterly provision for income taxes. The year-to-date effective tax rate 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 continue to use this method each quarter until the annual effective tax rate method is deemed appropriate. ForIn the three and nine months ended March 31,September 30, 2021, we recognized tax expense of $23$28 million and $66 million, respectively, on a loss before income taxes of $87$61 million and $206 million, respectively, compared to the three and nine months ended September 30, 2020 where we recognized tax expense of $44$8 million and $64 million, respectively, on a loss before income taxes of $914$159 million for the three months ended March 31, 2020.and $1.6 billion, respectively. Our income tax provisions generally do not correlate to our consolidated income (loss) before tax. Our income taxes provisions are primarily driven by profitsincome in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss.loss and other adjustments. Impairments and other charges recognized do not result in significant tax benefit as a result of our inability to forecast realization of the tax benefit of such losses. Tax expense for the three months ended March 31, 2020 included $20 million to recognize valuation allowance in jurisdictions where we are no longer able to forecast taxable income as a result of our liquidity position as of March 31, 2020.

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 a material impact on our financial statements. As of March 31, 2021, we anticipate that it is reasonably possible that our uncertain tax positions of $233 million may decrease by up to $3 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

In response to the COVID-19 pandemic, many countries have enacted tax relief measures to provide aid and economic stimulus to companies impacted by the COVID-19 pandemic. For the three months ended March 31, 2021, there were no material tax impactsPlease see “Note 13 – Income Taxes” to our Condensed Consolidated Financial Statements related to COVID-19 tax relief measures.for additional details.

Restructuring, Facility Consolidation and Severance Charges

Please see “Note 6 – Restructuring, Facility Consolidation and Severance Charges” to our Condensed Consolidated Financial Statements for additional details of our charges by segment.

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Liquidity and Capital Resources

At March 31,September 30, 2021, we had total cash and cash equivalents and restricted cash of $1.3$1.45 billion, which increased $58$161 million compared to the year ended December 31, 2020. Included in total cash and cash equivalents was $166$155 million and $167 million of restricted cash at March 31,September 30, 2021 and December 31, 2020, respectively. Restricted cash is primarily cash collateral for letters of credit not held under the senior secured letter of credit agreement.agreement (the “LC Credit Agreement”). The following table summarizes cash flows provided by (used in) each type of activity and a reconciliation of operating cash flow to non-GAAP free cash flow for the threenine months ended March 31,September 30, 2021 and March 31,September 30, 2020:
Three Months Ended March 31,Nine Months Ended September 30,
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)20212020
Net Cash Provided by Operating ActivitiesNet Cash Provided by Operating Activities$74 $30 Net Cash Provided by Operating Activities$234 $188 
Net Cash Used in Investing ActivitiesNet Cash Used in Investing Activities(3)(35)Net Cash Used in Investing Activities(2)(65)
Net Cash Used in Financing Activities(9)(20)
Net Cash Provided by (Used in) Financing ActivitiesNet Cash Provided by (Used in) Financing Activities(65)376 
Reconciliation of Operating Cash Flow to Non-GAAP Free Cash Flow:Reconciliation of Operating Cash Flow to Non-GAAP Free Cash Flow:Reconciliation of Operating Cash Flow to Non-GAAP Free Cash Flow:
Net Cash Provided by Operating ActivitiesNet Cash Provided by Operating Activities$74 $30 Net Cash Provided by Operating Activities$234 $188 
Capital Expenditures for Property, Plant and EquipmentCapital Expenditures for Property, Plant and Equipment(15)(38)Capital Expenditures for Property, Plant and Equipment(44)(100)
Proceeds from Disposition of AssetsProceeds from Disposition of Assets11 Proceeds from Disposition of Assets39 13 
Non-GAAP Free Cash FlowNon-GAAP Free Cash Flow$70 $(2)Non-GAAP Free Cash Flow$229 $101 

Operating Activities

Cash provided by operating activities was $74$234 million for the threenine months ended March 31,September 30, 2021 compared to $30$188 million for the threenine months ended March 31,September 30, 2020. The improvement forDuring the threenine months ended March 31,September 30, 2021, was primarilythe primary sources of cash provided by operating activities were driven by collections on ourhigher operating income and lower accounts receivables and inventory utilization,payable spend partially offset by higher interest payments.

During the nine months ended September 30, 2020, the primary sources of cash provided by operating activities were from collections on our accounts receivable, and lower payments for working capital activities, retention and performance cash bonuses, partially offset by payments for interest.

Investing Activities

Cash used in investing activities was $3$2 million for the threenine months ended March 31,September 30, 2021 compared to cash used in investing activities of $35$65 million for the threenine months ended March 31,September 30, 2020. During the threenine months ended March 31,September 30, 2021, the primary uses of cash in investing activities
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were capital expenditures of $15$44 million for property, plant and equipment, offset by proceeds of $11$39 million from other asset dispositions. During the threenine months ended March 31,September 30, 2020, the primary uses of cash in investing activities were (i) capital expenditures of $38$100 million for property, plant and equipment, offset by proceeds of $6$13 million from other asset dispositions.dispositions and $25 million of cash proceeds from Angolan government bonds.

Financing Activities

Our cashCash used in financing activities was $9$65 million for the nine months ended September 30, 2021 compared to cash provided by financing activities of $376 million for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the primary uses of cash were repayments of long-term debt of $510 million primarily for the repayment of debtour 2024 Senior Secured Notes and finance lease obligations, a $22 million bond redemption premium payment for the three months ended March 31, 2021 compared toearly redemption of our 2024 Senior Secured Notes, and $20 million primarily for dividends paid to noncontrolling interests. The primary sources of cash were net proceeds of $491 million, net of commitments fees and debt issuance costs, from the issuance of the 2028 Senior Secured Notes. See “Note 7 – Borrowings and Other Obligations” to our Condensed Consolidated Financial Statements for further details on the debt financing.

During the nine months ended September 30, 2020, the primary source of cash were net proceeds of $457 million from the issuance of our 2024 Senior Secured Notes, offset by uses of cash of $81 million for the repayment of short-term debt and other financing activities related to a $12 million deferred payment for our 2018 acquisition of aour Qatari joint venture in the Middle East for the three months ended March 31, 2020.and dividends paid to noncontrolling interests.

Non-GAAP Free Cash Flow

Non-GAAP free cash flow (“free cash flow”) represents cash provided by (used in) operating activities less capital expenditures for property, plant and equipment plus proceeds from the disposition of assets. Operating cash flow was $74 million and $30 million in the three months ended March 31, 2021 and 2020, respectively. Free cash flow was a positive $70 million and negative $2 million in the three months ended March 31, 2021 and 2020, respectively. Management believes that free cash flow is useful to investors and management as an important liquidity measure of our ability to generate cash, pay obligations and grow the business and shareholder value. It is a non-GAAP financial measure that should be considered in addition to, not as substitute for or superior to, cash provided by (used in) operating activities. Management believes that free cash flow is useful to investors and management as an important operating liquidity measure and is an indicator of our ability to generate cash, pay obligations, reinvest in the business and create shareholder value.
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Cash provided by operating activities was $234 million and $188 million in the nine months ended September 30, 2021 and 2020, respectively. Free cash flow was a positive $229 million and $101 million in the nine months ended September 30, 2021 and 2020, respectively.

Sources of Liquidity

Our sources of available liquidity include cash generated by our operations, cash and cash equivalent balances, accounts receivable factoring, and dispositions of businesses or capital assets that no longer fit our long-term strategy. We historically have accessed banks for short-term loans and have accessed the capital markets withfor debt and equity offerings. While the market has stabilized recently, the energy industry’s access to capital remains constrained. Although we may have access to capital markets, it may not be on terms that are commercially acceptable to the Company. Based upon current and anticipated levels of operations and our recently completed and announced anticipated long-term debt refinancing, we believe we will have sufficient cash from operations and cash on hand to fund our expected financial obligations and cash requirements (discussed below) both in the short-term and long-term.

Customer ReceivablesLC Credit Agreement Amendment
The LC Credit Agreement is a senior secured letter of credit agreement in an aggregate amount of $215 million maturing on May 29, 2024, which is used by the Company and certain of its subsidiaries for the issuance of bid and performance letters of credit.

In weak economic environments, we may experience increased delaysOn September 20, 2021, certain provisions and failures to pay our invoices due to, among other reasons, a reduction in our customers’ cash flow from operations and their access to the credit markets as well as unsettled political conditions. Due to the significancecovenants of the recent disruptionLC Credit Agreement were amended as follows:

Permit the borrowing of up to an additional $400 million of secured indebtedness under an asset-based lending facility or a revolving credit facility upon compliance with certain conditions;
Removed the minimum secured liquidity requirement;
Increased the minimum aggregate liquidity requirement from $175 million to $300 million;
Decreased the minimum aggregate book value of certain pledged assets requirement from $1.25 billion to $1 billion; and
Increased the ability to redeem debt to $500 million subject to a minimum aggregate liquidity of $400 million
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at the time of redemption.

2028 Senior Secured Notes

On September 30, 2021, we entered into an indenture and issued the 6.5% Senior Secured Notes in aggregate principal amount of $500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”). Interest accrues at the oilrate of 6.5% per annum and gas industry,is payable semiannually on September 15 and March 15 of each year, commencing on March 15, 2022. The 2028 Senior Secured Notes are guaranteed by the Company and the same subsidiaries that guaranteed the 2024 Senior Secured Notes.

Exit Notes Redemption

On October 20, 2021 we could experience delayed customer paymentsredeemed $200 million of our Exit Notes and payment defaults associatedpaid related accrued interest of $8 million with customer liquidity issues.an early bond redemption premium of $6 million.

2030 Senior Notes and Exit Notes Redemption

On October 27, 2021, we issued $1.6 billion of 8.625% senior notes due April 30, 2030 (the “2030 Senior Notes”). The net proceeds and cash on hand were used to redeem $1.6 billion in principal of our Exit Notes at applicable prices, plus accrued and unpaid interest. The 2030 Senior Notes pay interest semi-annually on June 1 and December 1 of each year, beginning on June 1, 2022 at a rate of 8.625% per year and will mature on April 30, 2030. The 2030 Senior Notes are guaranteed by the Company and the same subsidiaries that guaranteed the 2028 Senior Secured Notes.

Cash Requirements

Our cash requirements will continue to include interest payments on our long-term debt, payments for capital expenditures, repayment of financedon finance leases, payments for short-term working capital needs and costs associated with our revenue and restructuring payments, including severance. During 2020, we accumulated working capital due to the sharp decrease in demand due to the COVID-19 pandemic. In 2021, operating cash flow benefited from the monetization of working capital accumulated in 2020. As business activity rises to pre-COVID-19 pandemic levels we expect that we will utilize cash to invest in capital assets and inventory. Our cash requirements may also include awards under our employee incentive programs and other amounts to settle litigation related matters.

As of March 31,September 30, 2021, we had $2.1 billion in aggregate principal amount maturing on December 1, 2024 and $500 million in aggregate principal amount maturing on September 1, 202415, 2028 for our Exit Notes and 2028 Senior Secured Notes, respectively. In addition, on October 20, 2021 we redeemed $200 million of our Exit Notes and on October 27, 2021, we issued $1.6 billion in aggregate principal amount of the 2030 Senior Notes with an interest rate of 8.625%. We expectused the net proceeds from the 2030 Senior Notes issuance and cash on hand to have interest paymentsredeem $1.6 billion principal amount of approximately $275 million annually until their maturity.our Exit Notes. Please see “Note 7 – Borrowings and Other Obligations” and “Note 14 – Subsequent Events” to our Condensed Consolidated Financial Statements for additional details.

Prior to refinancing of our Exit Notes and 2024 Secured Senior Notes we expected to make annual interest payments of approximately $275 million until their maturity. Subsequent to refinancing our Exit Notes and the 2024 Secured Notes, we expect to make annual interest payments of approximately $204 million until their maturity. Our 2021 payments on operating leases are expected to be $67$91 million and capital spending is expected to be in the range ofapproximately $100 million – $130- $110 million.

Cash and cash equivalents (including restricted cash of $166$155 million primarily related to cash collateral on our letters of credit) totaled $1.3$1.45 billion at March 31,September 30, 2021 and are held by subsidiaries outside of Ireland. At March 31,September 30, 2021 we had $169approximately $195 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 arewill be able to redeploy cash with minimal to no incremental tax.

Ratings Services’ Credit RatingsCustomer Receivables

As of March 31, 2021,We may experience delayed customer payments and payment defaults due to, among other reasons, a weaker economic environment, reductions in our Moody’s Investor Services credit rating on the Senior Secured Notes and the senior secured letter of credit agreement maturing on June 13, 2024 with the lenders party thereto and Deutsche Bank Trust Company Americas as administrative agent (the “LC Credit Agreement”) was Ba3, with a negative outlook. Our Exit Notes have a credit rating of B3 with a negative outlook. At March 31, 2021,customers’ cash flow from operations, our S&P credit rating on our Senior Secured Notes and our LC Credit Agreement was B-, with a negative outlook. The credit rating on our Exit Notes was CCC with a negative outlook. The ratings from both agencies remain unchanged from the ratings assigned at the end of 2020.

While we may continuecustomers’ inability to have access to credit markets, our credit rating, restrictions under our Exit Notes, Senior Secured Notes and LC Credit Agreement, and the industry downturn, could limit our ability to raise capital, refinance our existing debt, or could cause us to refinance or issue debt with less favorable and more restrictive terms and conditions, and could increase certain fees and interest of our borrowings.

as well as unsettled political conditions.
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Accounts Receivable Factoring

From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions or cash proceeds net of discount and hold-back. The programs we factor under are uncommitted and thus we cannot assure they will be available as a source of liquidity. Our factoring transactions in the three and nine months ended September 30, 2021 and 2020 were recognized as sales of accounts receivable, and the proceeds are included as operating cash flows in our Condensed Consolidated Statements of Cash Flows. During the three and nine months ended September 30, 2021, we received cash proceeds from the sale of accounts receivable of $12 million and $46 million, respectively, compared to $10 million and $30 million in the three and nine months ended September 30, 2020, respectively.

Ratings Services’ Credit Ratings

On July 1, 2021, the Standard and Poor’s (“S&P”) credit ratings of our 2024 Senior Secured Notes and the LC Credit Agreement improved to a B with a stable outlook. The S&P credit rating of our Exit Notes improved to a CCC+ with a stable outlook. On October 12, 2021, S&P placed our issuer credit rating on CreditWatch with positive implications related to our refinancing of a substantial portion of our Exit Notes.

On October 12, 2021, Moody’s Investor Services (“Moody’s”) changed its outlook for the Company to stable from negative and assigned a B3 rating to our new 2030 Senior Unsecured Notes. The ratings on our other debt remained unchanged including a Ba3 credit rating on the 2028 Senior Secured Notes and the LC Credit Agreement, B3 on our Exit Notes, and a B2 long-term corporate family rating.

Off Balance Sheet Arrangements

Guarantees

Weatherford International plc, a public limited company organized under the laws of Ireland, and as the ultimate parent of the Weatherford group, guarantees the obligations of its subsidiaries. Please see our discussion on guarantees in “Part II - Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report”).

Letters of Credit and Surety Bonds

As of March 31,September 30, 2021, we had $328$329 million of letters of credit outstanding, consisting of $160$173 million under the LC Credit Agreement and $168$156 million under various bi-lateral uncommitted facilities (of(for which there was $163$152 million in cash collateral held and recorded in “Restricted Cash” on our Condensed Consolidated Balance Sheets).

InAs of September 30, 2021, we had outstanding surety bonds of $287 million, which were primarily in Latin America where we utilize surety bonds as part of our customary business practice and as of March 31, 2021, we had surety bonds outstanding of $321 million.practice. 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 LC Credit Agreement or our surety bonds, our available liquidity would be reduced by the amount called.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operation is based upon our Condensed Consolidated Financial Statements. We prepare these financial statements in conformity with U.S. GAAP. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. On an on-going basis, we evaluate our estimates, however, actual results may differ from these estimates under different assumptions or conditions. 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 2020 Annual Report filed on February 19, 2021.


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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. 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 certain risks and uncertainties relating to our forward-looking statements that may cause actual results to be materially different from our present expectations or projections:

risks associated with disease outbreaks and other public health issues, including COVID-19 and COVID-19 variants, their impact on the global economy and the business of our Company, customers, suppliers and other partners, changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
further spread and potential for a resurgence of COVID-19 in a given geographic region and related disruptions to our business, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may be put in place to limit the spread of COVID-19, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions;
the price and price volatility of, and demand for, oil, natural gas and natural gas liquids;
member-country quota compliance within the Organization of Petroleum Exporting Countries;Countries and the expanded alliance;
our ability to realize expected revenues and profitability levels from current and future contracts;
our ability to generate cash flow from operations to fund our operations;
global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations;
increases in the prices and lack of availability of our procured products and services;
our ability to timely collect from customers;
our ability to realize cost savings and business enhancements from our revenue and cost improvement efforts;
our ability to attract, motivate and retain employees, including key personnel;
our ability to access capital markets on terms that are commercially acceptable to the Company, or at all;
our ability to manage our workforce, supply chain and business processes, information technology systems and technological innovation and commercialization, including the impact of our organization restructure, business enhancements, improvement efforts and the cost and support reduction plans;
potential non-cash asset impairment charges for long-lived assets, intangible assets or other assets;
adverse weather conditions in certain regions of our operations; and
failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to environmental, social, governance and tax and accounting laws, rules and regulations as well as stock exchange listing rules.

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

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our other filings with the SEC under the Exchange Act and the Securities Act of 1933 (as amended).Act. For additional information regarding
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risks and uncertainties, see our other filings with the SEC. In the event of an inconsistency between any prior or current SEC filing, the most recentcurrent SEC filing willwould control.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Other than the recent debt refinancing and change in the fair value of our debt as discussed in “Note 7 – Borrowings and Other Obligations” to our Condensed Consolidated Financial Statements, our exposure to market risk has not changed materially since December 31, 2020.

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 ActAct) 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 U.S. Securities and Exchange Commission’sSEC’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 March 31,September 30, 2021. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31,September 30, 2021.

Our management identified no change in our internal control over financial reporting that occurred during the three months ended March 31,September 30, 2021 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 8 – Disputes, Litigation and Contingencies” 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 2020 Annual Report, Part I, under the heading “Item 1A. – Risk Factors”, our registration statement on Form 10-12BAmendment No. 2 to the Registration Statement filed with the SEC on March 29,May 26, 2021 (our “Form 10-12B”(as amended, the “Registration Statement”), Part I, under the heading “Item 1A. – Risk Factors,” and other information included and incorporated by reference in this report. As of March 31,September 30, 2021, there have been no material changes in our assessment of our risk factors from those set forth in our 2020 Annual Report and our Form 10-12B filed on March 29, 2021.Registration Statement.

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

During the three months ended March 31,July 2021, we issued 102,797an aggregate of our36 ordinary shares upon the vestingexercise of outstanding performance stock units, netwarrants, resulting in cash proceeds to the Company of approximately $3,600. The ordinary shares withheld to satisfy statutory minimum tax withholding obligations. These securities were issued under the Second Amended and Restated 2019 Executive Incentive Plan dated October 30, 2020 withoutpursuant to an exemption from registration in reliance on the exemptions afforded by Rule 701 under the Securities Act or by Section 4(a)(2) and Regulation D of the Securities Act as well as under analogous state “blue sky” laws.of 1933.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.
 
Not applicable.

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Item 5. Other Information.

None.Increases in Annual Cash Compensation, Long-Term Incentives (“LTI”) and Promotions

On November 1, 2021, the Board approved an increase to the base salary of Mr. Saligram and target long-term incentive opportunities for each of Messrs. Saligram, Jennings and Weatherholt, effective as of November 1, 2021, as follows:

ExecutiveBase SalaryLTI Target
Girish K. Saligram$900,000 (+9.1%)690% (+62.4%)
H. Keith Jennings--400% (+23.1%)
Scott C. Weatherholt--300% (+27.7%)

In addition, the Board approved, effective as of November 1, 2021, the promotion of Joseph H. Mongrain to Executive Vice President, Chief People Officer and Desmond J. Mills to Senior Vice President, Chief Accounting Officer.

Amendment of the Change in Control Severance Plan

On November 1, 2021, the Board approved an amendment to the Company’s Change in Control Severance Plan (the “CIC Plan”), modifying the Applicable Multiple (as defined in the CIC Plan) to be two and a half times for the President and Chief Executive Officer.

The foregoing summary is qualified in its entirety by reference to the CIC Plan, which is filed as Exhibit 10.4 to this Form 10-Q and incorporated herein by reference.

Approval of the Executive Severance Plan

On November 1, 2021, the Board, upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), adopted the Weatherford International plc Executive Severance Plan (the “Severance Plan”).

The Severance Plan will cover our named executive officers (our Chief Executive Officer, Girish K. Saligram, our Chief Financial Officer, H. Keith Jennings and our Executive Vice President, General Counsel, Chief Compliance Officer, Scott C. Weatherholt) and certain employees selected by the Committee. Under the Severance Plan, participants will receive severance payments and benefits if they experience a termination of employment by the Company without “Cause” or by the participant for “Good Reason” (each as defined in the Severance Plan). Upon such a termination, participants will be able to receive (i) an amount equal to one and a half (for Mr. Saligram) or one (for other participants) times the sum of (x) the participant’s base salary as of the termination date and (y) the participant’s target bonus, (ii) a prorated target annual bonus for the year of termination, (iii) 18 or 12 months of continued health and welfare benefits and (iv) up to six months of outplacement services. In order to participate in the Severance Plan, participants must execute the Company’s form Confidentiality and Restrictive Covenant Agreement, which provides for a six-month post-termination non-competition covenant, 12-month post-termination non-solicitation of employees covenant and a perpetual non-disparagement covenant. The receipt of such severance payments and benefits is subject to the execution and non-revocation of a release of claims by the participant.

The foregoing summary is qualified in its entirety by reference to the Severance Plan, which is filed as Exhibit 10.5 to this Form 10-Q and incorporated herein by reference.

Approval of the Nonqualified Deferred Compensation Plan

On November 1, 2021, the Board, upon the recommendation of the Committee, approved and adopted the Weatherford International plc Nonqualified Deferred Compensation Plan (the “DCP”). The DCP allows each non-employee director to defer all or a portion of their equity-based awards. The DCP will apply to compensation earned and deferred after December 31, 2021.
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In accordance with the DCP, a participant may irrevocably elect to defer all or a portion of their Equity Compensation (as defined in the DCP) for a period of three to five years, unless earlier distributed upon a change in control or the participant’s separation from service, death or disability.

A participant may elect to receive payment of the deferred Equity Compensation in either (i) share units representing a number of ordinary shares of the Company subject to the deferred Equity Compensation or (ii) a combination of (x) cash equal to the fair market value of the number of share units subject to the deferred Equity Compensation multiplied by the then-effective highest marginal federal income tax rate and (y) a number of ordinary shares of the Company equal to the remaining number of shares units subject to the deferral election.

The above summary is qualified in its entirety by reference to the full text of the DCP, a copy of which is filed as Exhibit 10.6 to this report and incorporated herein by reference.

Approval of Form of Award Agreement Under the 2019 Equity Incentive Plan

On November 1, 2021, the Board approved the form of restricted share unit (“Cliff RSU”) award agreement for use under the Company’s Amended and Restated 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”). Awards made under the form Cliff RSU generally cliff vest upon the first, second or third anniversary of the date of grant.

Upon a Qualifying Termination (as defined in the CIC Plan), all RSUs granted under the form Cliff RSU award agreement will accelerate and vest upon such termination of employment.

The foregoing summary is qualified in its entirety by reference to the form of Cliff RSU award agreement, which is filed as Exhibit 10.7, to this Form 10-Q and incorporated herein by reference.

Approval of the 2021 Program and Equity Awards

On November 1, 2021, the Board, upon the recommendation of the Committee and the Company’s independent compensation counsel, adopted the Weatherford Accelerating Growth & Efficiency Program (the “Program”) and approved the form of performance share unit (“2021 Program PSU”) award agreement for use thereunder.

The Program will cover employees designated by the Committee as participants, including Messrs. Saligram, Jennings and Weatherholt. Under the Program, participants will be eligible to receive an equity award that will be earned based on share price appreciation for a sustained period of time, subject to continued employment through the payment date. The underlying metrics are competitively sensitive information; therefore, they will be disclosed only in our future disclosures as performance periods are completed.

On November 1, 2021 the Board, upon the recommendation of the Committee, granted the following awards to Messrs. Saligram, Jennings and Weatherholt pursuant to the Program:

ExecutiveProgram Grant at Target
Girish K. Saligram237,529
H. Keith Jennings95,011
Scott C. Weatherholt60,570

Awards made under the form 2021 Program PSU award agreement may be earned between 0% and 100% of the target award based on achievement of performance goals determined by the Committee and will vest following the completion of the Performance Period (as defined in the 2021 Program PSU award agreement), on December 31, 2024, subject to continued employment.

Under the form 2021 Program PSU award agreement, upon a termination of employment by the Company without Cause or by the employee for Good Reason (each, as defined in the CIC Plan) on or after January 1, 2024, a pro-rated portion of the 2021 Program PSUs shall remain eligible to vest at the end of the Performance Period based on actual performance, such pro-rated portion of the 2021 Program PSUs to be based on the number of days elapsed from the beginning of the Performance
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Period to the date of termination, if the performance targets have been achieved. In the event there is a Change in Control (as defined in the CIC Plan) and the successor has assumed the 2021 Program PSUs or provided a substitute award, if the recipient has a Qualifying Termination (as defined in the CIC Plan) or remains employed through the end of the Performance Period, the 2021 Program PSUs shall become earned and vested at target based upon the Achievement under a Change in Control metric. If the Qualifying Termination occurs prior to such Change in Control, then the 2021 Program PSUs shall become earned and vested based on actual Achievement of the Performance Goals through such Change in Control.

Any payments made pursuant to the Program will be subject to the Company’s Compensation Clawback Policy, as may be in effect from time to time.

The foregoing summary is qualified in its entirety by reference to the 2021 Program PSU award agreement, which is filed as Exhibit 10.8 to this Form 10-Q and incorporated herein by reference.

Item 6. Exhibits.

All exhibits designated with a dagger (†) are filed herewith or double dagger (††) are furnished herewith.
Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
10.1*4.1Exhibit 10.1 to4.1 of the Company’s Current Report on Form 8-K filed January 8,September 30, 2021File No. 1-36504
4.2Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021File No. 1-36504
4.3Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021File No. 1-36504
4.4Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021File No. 1-36504
10.1Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 20, 2021File No. 1-36504
†10.2File No. 1-36504
†10.3File No. 1-36504
†*10.4File No. 1-36504
10.2*†*10.5File No. 1-36504
†*10.6File No. 1-36504
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Exhibit NumberDescriptionOriginal Filed ExhibitFile Number
†*10.7Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 8, 2021File No. 1-36504
10.3*†*10.8Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 8, 2021File No. 1-36504
10.4*Exhibit 10.4 to the Company’s Current Report on Form 8-K filed January 8, 2021File No. 1-36504
10.5*Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed February 19, 2021File No. 1-36504
10.6*Filed as Exhibit 10.37 to the Company’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2021 filed March 18, 2021File No. 1-36504
†10.7*
†31.1File No. 1-36504
†31.2File No. 1-36504
††32.1File No. 1-36504
††32.2File No. 1-36504
†101.INSXBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
†101.SCHXBRL Taxonomy Extension Schema Document
†101.CALXBRL Taxonomy Extension Calculation Linkbase Document
†101.DEFXBRL Taxonomy Extension Definition Linkbase Document
†101.LABXBRL Taxonomy Extension Label Linkbase Document
†101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*    Management contract or compensatory plan or arrangement
*Management contract or compensatory plan or arrangement
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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:May 6,November 2, 2021By:/s/ H. Keith Jennings
H. Keith Jennings
Executive Vice President and
Chief Financial Officer
Date:May 6,November 2, 2021By:/s/ Desmond J. Mills
Desmond J. Mills
Vice President and
Chief Accounting Officer

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