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

(Mark One)

Form

10-Q

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

~~September~~June 30, ~~2021~~2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________________to __________________________________

Commission file number

001-36504

Weatherford International plc

(Exact Name of Registrant as Specified in Its Charter)

Ireland

98-0606750

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

2000 St. James Place

Houston

Texas

77056

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

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 ¨

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 filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller 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 ~~October 20, 2021,~~July 21, 2022, there were ~~70,161,685~~70,545,415 Weatherford ordinary shares, $0.001 par value per share, outstanding.

Weatherford International public limited company

Form 10-Q for the ~~Third~~Second Quarter and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
(Dollars and shares in millions, except per share amounts)	(Dollars and shares in millions, except per share amounts)	2021		2020		2021		2020		(Dollars and shares in millions, except per share amounts)	2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
Services	Services	$	623	$	485	$	1,734	$	1,762	Services	$	656	$	588	$	1,249	$	1,111
Products	Products	322		322		946		1,081		Products	408		315		753		624
Total Revenues	Total Revenues	945		807		2,680		2,843		Total Revenues	1,064		903		2,002		1,735
Costs and Expenses:	Costs and Expenses:									Costs and Expenses:
Cost of Services	Cost of Services	407		341		1,155		1,218		Cost of Services	418		392		803		748
Cost of Products	Cost of Products	279		290		844		935		Cost of Products	338		285		635		565
Research and Development	Research and Development	21		21		63		77		Research and Development	22		21		43		42
Selling, General and Administrative	Selling, General and Administrative	175		180		551		651		Selling, General and Administrative	196		188		374		376
Restructuring Charges										Restructuring Charges	—		—		20		—
Other Charges (Credits)										Other Charges (Credits)	(14)		(8)		5		(8)
Total Costs and Expenses										Total Costs and Expenses	960		878		1,880		1,723
Operating Income										Operating Income	104		25		122		12
Interest Expense, Net										Interest Expense, Net	(48)		(72)		(96)		(142)
Other Expense, Net										Other Expense, Net	(32)		(11)		(48)		(15)
Income (Loss) Before Income Taxes										Income (Loss) Before Income Taxes	24		(58)		(22)		(145)
Income Tax Provision										Income Tax Provision	(12)		(15)		(40)		(38)
Net Income (Loss)										Net Income (Loss)	12		(73)		(62)		(183)
Net Income Attributable to Noncontrolling Interests										Net Income Attributable to Noncontrolling Interests	6		5		12		11
Net Income (Loss) Attributable to Weatherford										Net Income (Loss) Attributable to Weatherford	$	6	$	(78)	$	(74)	$	(194)

Goodwill and Long-Lived Asset Impairments		—		—		—		1,057
Basic and Diluted Income (Loss) per Share										Basic and Diluted Income (Loss) per Share	$	0.08	$	(1.11)	$	(1.04)	$	(2.77)
Basic Weighted Average Shares Outstanding										Basic Weighted Average Shares Outstanding	71		70		71		70

Restructuring Charges		—		31		—		114
Other Charges (Credits), Net		(8)		4		(16)		170

Total Costs and Expenses		874		867		2,597		4,222
Operating Income (Loss)		71		(60)		83		(1,379)
Interest Expense Net		(69)		(64)		(211)		(181)

Loss on Extinguishment of Debt and Bond Redemption Premium		(59)		—		(59)		—
Loss on Termination of ABL Credit Agreement		—		(15)		—		(15)

Other Expense, Net		(4)		(20)		(19)		(65)

Loss Before Income Taxes		(61)		(159)		(206)		(1,640)
Income Tax Provision		(28)		(8)		(66)		(64)
Net Loss		(89)		(167)		(272)		(1,704)
Net Income Attributable to Noncontrolling Interests		6		7		17		17
Net Loss Attributable to Weatherford		$	(95)	$	(174)	$	(289)	$	(1,721)

Basic & Diluted Loss per Share		$	(1.36)	$	(2.48)	$	(4.13)	$	(24.58)
Basic & Diluted Weighted Average Shares Outstanding		70		70		70		70
Diluted Weighted Average Shares Outstanding										Diluted Weighted Average Shares Outstanding	73		70		71		70

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(UNAUDITED)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
(Dollars in millions)	(Dollars in millions)	2021		2020		2021		2020		(Dollars in millions)	2022		2021		2022		2021
Net Loss		$	(89)	$	(167)	$	(272)	$	(1,704)
Net Income (Loss)										Net Income (Loss)	$	12	$	(73)	$	(62)	$	(183)
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments	(11)		(6)		—		(72)		Foreign Currency Translation Adjustments	59		15		59		11

Comprehensive Loss		(100)		(173)		(272)		(1,776)
Comprehensive Income (Loss)										Comprehensive Income (Loss)	71		(58)		(3)		(172)
Comprehensive Income Attributable to Noncontrolling Interests	Comprehensive Income Attributable to Noncontrolling Interests	6		7		17		17		Comprehensive Income Attributable to Noncontrolling Interests	6		5		12		11
Comprehensive Loss Attributable to Weatherford		$	(106)	$	(180)	$	(289)	$	(1,793)
Comprehensive Income (Loss) Attributable to Weatherford										Comprehensive Income (Loss) Attributable to Weatherford	$	65	$	(63)	$	(15)	$	(183)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars and shares in millions, except par value) 9/30/2021 12/31/2020
(Unaudited)
Assets:
Cash and Cash Equivalents $ 1,291 $ 1,118
Restricted Cash 155 167
Accounts Receivable, Net of Allowance for Credit Losses of $32 at September 30, 2021 and $32 at December 31, 2020 816 826
Inventories, Net 681 717
Other Current Assets 301 349
Total Current Assets 3,244 3,177
Property, Plant and Equipment, Net of Accumulated Depreciation of $570 at September 30, 2021 and $367 at December 31, 2020 1,022 1,236
Intangible Assets, Net of Accumulated Amortization of $289 at September 30, 2021 and $173 at December 31, 2020 695 810
Operating Lease Right-of-Use Assets 117 138
Other Non-Current Assets 70 73
Total Assets $ 5,148 $ 5,434
Liabilities:
Short-term Borrowings and Current Portion of Finance Leases 211 13
Accounts Payable 350 325
Accrued Salaries and Benefits 317 297
Income Taxes Payable 139 185
Current Portion of Operating Lease Liabilities 63 71
Other Current Liabilities 444 471
Total Current Liabilities 1,524 1,362
Long-term Debt 2,431 2,601
Operating Lease Liabilities 135 177
Other Non-Current Liabilities 411 357
Total Liabilities $ 4,501 $ 4,497
Shareholders’ Equity:
Ordinary 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 Value 2,900 2,897
Retained Deficit (2,236) (1,947)
Accumulated Other Comprehensive Loss (43) (43)
Weatherford Shareholders’ Equity 621 907
Noncontrolling Interests 26 30
Total Shareholders’ Equity 647 937
Total Liabilities and Shareholders’ Equity $ 5,148 $ 5,434



(Dollars and shares in millions, except par value)	June 30, 2022		December 31, 2021
	(Unaudited)
Assets:
Cash and Cash Equivalents	$	879	$	951
Restricted Cash	211		162
Accounts Receivable, Net of Allowance for Credit Losses of $30 at June 30, 2022 and $31 at December 31, 2021	930		825
Inventories, Net	716		670
Other Current Assets	274		303
Total Current Assets	3,010		2,911
Property, Plant and Equipment, Net of Accumulated Depreciation of $718 at June 30, 2022 and $623 at December 31, 2021	939		996
Intangible Assets, Net of Accumulated Amortization of $403 at June 30, 2022 and $328 at December 31, 2021	579		657
Operating Lease Right-of-Use Assets	115		113
Other Non-Current Assets	92		97
Total Assets	$	4,735	$	4,774

Liabilities:
Current Portion of Long-term Debt	$	64	$	12
Accounts Payable	448		380
Accrued Salaries and Benefits	291		343
Income Taxes Payable	142		140
Current Portion of Operating Lease Liabilities	53		59
Other Current Liabilities	385		398
Total Current Liabilities	1,383		1,332
Long-term Debt	2,366		2,416
Operating Lease Liabilities	121		128
Non-current Taxes Payable	239		264
Other Non-Current Liabilities	135		138
Total Liabilities	$	4,244	$	4,278

Shareholders’ Equity:
Ordinary Shares - Par Value $0.001; Authorized 1,356 shares, Issued and Outstanding 70 shares at June 30, 2022 and December 31, 2021	$	—	$	—
Capital in Excess of Par Value	2,913		2,904
Retained Deficit	(2,471)		(2,397)
Accumulated Other Comprehensive Income (Loss)	24		(35)
Weatherford Shareholders’ Equity	466		472
Noncontrolling Interests	25		24
Total Shareholders’ Equity	491		496
Total Liabilities and Shareholders’ Equity	$	4,735	$	4,774

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Nine Months Ended September 30,					Six Months Ended June 30,
(Dollars in millions)	(Dollars in millions)	2021		2020		(Dollars in millions)	2022		2021
Cash Flows From Operating Activities:	Cash Flows From Operating Activities:					Cash Flows From Operating Activities:
Net Loss	Net Loss	$	(272)	$	(1,704)	Net Loss	$	(62)	$	(183)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Adjustments to Reconcile Net Loss to Net Cash (Used in) Provided by Operating Activities:						Adjustments to Reconcile Net Loss to Net Cash (Used in) Provided by Operating Activities:
Depreciation and Amortization	Depreciation and Amortization	337		387		Depreciation and Amortization	177		225
Loss on Extinguishment of Debt		37		—
Bond Redemption Premium		22		—
Loss on Termination of ABL Credit Agreement		—		15
Goodwill and Long-lived Asset Impairments		—		1,057

Asset Write-downs and Other Charges						Asset Write-downs and Other Charges	6		—
Inventory Charges	Inventory Charges	50		166		Inventory Charges	24		39
Loss (Gain) on Disposition of Assets		(22)		8
Gain on Disposition of Assets						Gain on Disposition of Assets	(14)		(13)
Deferred Income Tax Provision	Deferred Income Tax Provision	15		10		Deferred Income Tax Provision	6		6
Share-Based Compensation	Share-Based Compensation	13		—		Share-Based Compensation	13		9
Changes in Operating Assets and Liabilities, Net:	Changes in Operating Assets and Liabilities, Net:					Changes in Operating Assets and Liabilities, Net:
Accounts Receivable	Accounts Receivable	5		358		Accounts Receivable	(86)		41
Inventories	Inventories	(14)		(4)		Inventories	(71)		15
Accounts Payable	Accounts Payable	27		(248)		Accounts Payable	62		16
Other Assets and Liabilities, Net	Other Assets and Liabilities, Net	36		143		Other Assets and Liabilities, Net	(59)		(35)
Net Cash Provided by Operating Activities		234		188
Net Cash (Used in) Provided by Operating Activities						Net Cash (Used in) Provided by Operating Activities	(4)		120
Cash Flows From Investing Activities:	Cash Flows From Investing Activities:					Cash Flows From Investing Activities:
Capital Expenditures for Property, Plant and Equipment	Capital Expenditures for Property, Plant and Equipment	(44)		(100)		Capital Expenditures for Property, Plant and Equipment	(44)		(24)
Proceeds from Disposition of Assets	Proceeds from Disposition of Assets	39		13		Proceeds from Disposition of Assets	43		22
Other Investing Activities	Other Investing Activities	3		22		Other Investing Activities	8		—
Net Cash Used in Investing Activities		(2)		(65)
Net Cash Provided by (Used in) Investing Activities						Net Cash Provided by (Used in) Investing Activities	7		(2)
Cash Flows From Financing Activities:	Cash Flows From Financing Activities:					Cash Flows From Financing Activities:

Borrowings of Long-term Debt, Net		491		457

Repayments of Long-term Debt	Repayments of Long-term Debt	(510)		(7)		Repayments of Long-term Debt	(7)		(5)
Repayments of Short-term Debt, Net	Repayments of Short-term Debt, Net	(4)		(22)		Repayments of Short-term Debt, Net	—		(4)
Bond Redemption Premium		(22)		—
Deferred Consideration Payment		—		(24)

Other Financing Activities	Other Financing Activities	(20)		(28)		Other Financing Activities	(18)		(6)
Net Cash Provided by (Used in) Financing Activities		(65)		376
Net Cash Used in Financing Activities						Net Cash Used in Financing Activities	(25)		(15)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	(6)		(6)		Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	(1)		(1)
Net Increase in Cash, Cash Equivalents and Restricted Cash		161		493
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash						Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(23)		102
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	Cash, Cash Equivalents and Restricted Cash at Beginning of Period	1,285		800		Cash, Cash Equivalents and Restricted Cash at Beginning of Period	1,113		1,285
Cash, Cash Equivalents and Restricted Cash at End of Period	Cash, Cash Equivalents and Restricted Cash at End of Period	$	1,446	$	1,293	Cash, Cash Equivalents and Restricted Cash at End of Period	$	1,090	$	1,387
Supplemental Cash Flow Information:	Supplemental Cash Flow Information:					Supplemental Cash Flow Information:
Interest Paid	Interest Paid	$	171	$	114	Interest Paid	$	117	$	141
Income Taxes Paid, Net of Refunds	Income Taxes Paid, Net of Refunds	$	44	$	60	Income Taxes Paid, Net of Refunds	$	42	$	32

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~1. General~~1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Weatherford International plc (the “Company,” “Weatherford,” “we,” “us,” or ~~“Weatherford”~~“our”) 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~~2021 (“~~2020~~2021 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~~2021 Annual Report for the discussion on our significant accounting policies. Certain reclassifications ofhave been made to the financial statements and accompanying footnotes for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020 have been made~~2021 to conform to the presentation for the three and ~~nine~~six months ended ~~September~~June 30, 2022, including the change in reportable segments made during the fourth quarter of 2021.

New Accounting Standards

All new accounting pronouncements that have been issued but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.

~~2. Impairments and Other Charges (Credits)~~2 – 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 2021 Annual Report. During the fourth quarter of 2021, our chief operating decision maker changed the information regularly reviewed to be aligned with how we offer our services and technologies in relation to the life cycle of a well and we have realigned our reportable segments to reflect the change. All of our segments are enabled by a full suite of digital, monitoring, optimization and artificial intelligence solutions providing services throughout the well life cycle, including responsible abandonment. We ~~recorded the following in “Goodwill~~have three reportable segments: (1) Drilling and ~~Long-Lived Asset Impairments”~~Evaluation, (2) Well Construction and ~~“Other Charges (Credits), Net” on the accompanying Condensed Consolidated Statements of Operations:~~

Three Months Ended Nine Months Ended
September 30, September 30,
(Dollars in millions) 2021 2020 2021 2020
Long-lived Asset Impairments $ — $ — $ — $ 818
Goodwill Impairment — — — 239
Total Goodwill and Long-lived Asset Impairments $ — $ — $ — $ 1,057
Inventory Charges $ — $ 4 $ 7 $ 138
Other Charges (Credits) (8) — (23) 32
Total Other Charges (Credits) $ (8) $ 4 $ (16) $ 170
Completions, and (3) Production and Intervention. Previously we had two geographic based reportable segments, Western Hemisphere and Eastern Hemisphere.

Our primary measure of segment profitability is segment adjusted EBITDA, which is based on segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments. Research and development expenses are included in segment adjusted EBITDA. Corporate and other includes business activities related to all other segments (profit and loss), corporate and other expenses (overhead support and centrally managed or shared facilities costs) that do not individually meet the criteria for segment reporting.

Table of Contents

~~3. Inventories, Net~~


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2022		2021		2022		2021
Revenues:
Drilling and Evaluation	$	317	$	265	$	609	$	501
Well Construction and Completions	383		337		727		660
Production and Intervention	345		278		631		537
Segment Revenues	1,045		880		1,967		1,698
All Other	19		23		35		37
Total Revenues	$	1,064	$	903	$	2,002	$	1,735

Segment Adjusted EBITDA:
Drilling and Evaluation	$	69	$	46	$	128	$	75
Well Construction and Completions	67		55		134		105
Production and Intervention	68		46		107		87
Segment Adjusted EBITDA	$	204	$	147	$	369	$	267
Corporate and Other	(18)		(11)		(32)		(29)
Depreciation and Amortization	(90)		(114)		(177)		(225)
Share-based Compensation Expense	(6)		(5)		(13)		(9)



































Other Adjustments (a)	14		8		(25)		8










Operating Income	$	104	$	25	$	122	$	12

(a)

~~Inventories,~~Other adjustments in six months ended June 30, 2022 primarily include a net credit from the gain on asset sales related to our fulfillment initiatives and collections of ~~reserves of $157 million and $119 million as of September 30, 2021 and December 31, 2020, respectively, are presented by category~~previously impaired receivables in the ~~table below:~~

(Dollars in millions) 9/30/2021 12/31/2020
Finished Goods $ 611 $ 655
Work in Process and Raw Materials, Components and Supplies 70 62
Inventories, Net $ 681 $ 717

~~In the~~ three ~~and nine~~ months ended ~~September~~June 30, ~~2021 and 2020, we recognized inventory charges, including excess and obsolete inventory~~2022 offset by net charges in the ~~following captions on our Condensed Consolidated Statements of Operations:~~

Three Months Ended Nine Months Ended
September 30, September 30,
(Dollars in millions) 2021 2020 2021 2020
Inventory Charges in “Other Charges (Credits), Net” $ — $ 4 $ 7 $ 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 ~~September 30, 2021.~~

~~During the first half of 2020, the global economic~~March 31, 2022 that include a $20 million restructuring charge 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 of~~$17 million charge related to Ukraine. See “Note 4 – Restructuring Charges” for additional information on restructuring around our property, plant and equipment, definite-lived intangible assets, and right of use assets with the assistance of third-party valuation advisors. The fair values of our long-lived assets were determined using discounted cash flows under the income approach, a Level 3 fair value 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.

Based 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 in the table below. We did not recognize any long-lived asset impairments in the third quarter of 2020.

Nine Months Ended September 30, 2020
(Dollars in millions) Western Hemisphere Eastern Hemisphere Total
Property, Plant and Equipment $ 316 $ 255 $ 571
Intangible Assets 44 115 159
Right of Use Assets 56 32 88
Total Long-Lived Asset Impairments $ 416 $ 402 $ 818
fulfillment initiatives.

Table of Contents

~~5. Goodwill and Intangible Assets~~3 – Revenues

~~Goodwill~~Disaggregated Revenue

AsRevenues are recognized when control of ~~September 30, 2021~~the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to receive, in exchange for those goods or services. The majority of our revenue is derived from short term contracts. Our products and ~~December 31, 2020, we had no goodwill. The cumulative impairment loss for goodwill was $239 million, all~~services are generally sold based upon purchase orders, contracts or other legally enforceable arrangements with our customers that include fixed or determinable prices but do not generally include right of ~~which was fully impaired in the first half of 2020.~~return provisions or other significant post-delivery obligations.

~~During 2020,~~We lease drilling tools, artificial lift pumping equipment and other unmanned equipment to customers as operating leases. These equipment rental revenues are generally provided based on ~~our interim goodwill impairment assessments~~call-out work orders that ~~determined the fair value of our reporting units~~include fixed per unit prices and are derived from short-term contracts. Equipment revenues recognized under ASU No. 2016-02, Leases (Topic 842) were less than their carrying values, we recognized goodwill impairment charges presented in “Note 2 – Impairments and Other Charges (Credits), Net.” We identified impairment indicators as discussed in “Note 4 – Long-lived Asset Impairments” that triggered these interim quantitative goodwill 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) 9/30/2021 12/31/2020
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, 2020 324 354
Intangible Assets, Net of Accumulated Amortization of $289 at September 30, 2021 and $173 at December 31, 2020 $ 695 $ 810

~~Amortization expense was $39~~$35 million and ~~$117~~$66 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and ~~$38~~$35 million and ~~$124~~$63 million infor the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, respectively,~~2021, respectively.

The following table disaggregates our revenues from contracts with customers by geographic region and ~~is reported~~includes equipment rental revenues. North America in ~~“Selling, General~~the table below consists of the U.S. and ~~Administrative”~~Canada.


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2022		2021		2022		2021








Revenues by Geographic Areas:
Middle East/North Africa/Asia	$	350	$	289	$	660	$	556
North America	268		220		506		434
Latin America	265		205		492		381
Europe/Sub-Sahara Africa/Russia	181		189		344		364

Total Revenues	$	1,064	$	903	$	2,002	$	1,735

Contract Balances

The timing of our revenue recognition, billings and cash collections results in the recording of billed and unbilled accounts receivable, contract assets, customer advances and deposits (contract liabilities classified as deferred revenues). Receivables with customers are included in “Accounts Receivable, Net,” short-term contract assets are included in “Other Current Assets,” long-term contract assets are included in “Other Non-Current Assets” and contract liabilities are included in “Other Current Liabilities” on our Condensed Consolidated ~~Statements~~Balance Sheets. The following table summarizes these balances as of ~~Operations.~~June 30, 2022 and December 31, 2021:


(Dollars in millions)	June 30, 2022		December 31, 2021
Total Accounts Receivables	$	930	$	825
Receivables for Product and Services in Accounts Receivable, Net	$	900	$	795
Receivables for Equipment Rentals in Account Receivable, Net	$	30	$	30

Short-Term Contract Assets in Other Current Assets	$	41	$	47
Long-term Contract Assets in Other Non-Current Assets	$	18	$	14
Contract Liabilities in Other Current Liabilities (a)	$	22	$	26

(a)Revenues recognized during the six months ended June 30, 2022 and 2021 that were included in the contract liabilities balance at the beginning of each year were $18 million and $25 million, respectively.

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Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASU 2014-09, Revenues from Contracts with Customers (Topic 606). A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In the following table, estimated revenue 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 June 30, 2022.


(Dollars in millions)	2022		2023		2024		2025		Thereafter		Total
Service Revenue	$	35	$	63	$	65	$	52	$	22	$	237

4 – Restructuring Charges

We had nonil and $20 million in restructuring charges infor the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, compared to $31 million and $114 million in the three and nine months ended September 30, 2020,~~2022, respectively, ~~which are~~ presented inas “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations. The charges were primarily related to the launch of a multi-year footprint consolidation and workforce efficiency initiative aimed at improving fulfillment operations and included $14 million in severance and $6 million in asset retirement obligations. No restructuring charges were recognized in the three and six months ended June 30, 2021.

The following table presents total restructuring charges by ~~reporting~~ segment and ~~Corporate~~All Other in the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended
September 30, Nine Months Ended September 30,
(Dollars in millions) 2021 2020 2021 2020
Western Hemisphere $ — $ 17 $ — $ 58
Eastern Hemisphere — 12 — 29
Corporate — 2 — 27
Total Restructuring Charges $ — $ 31 $ — $ 114










	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2022		2021		2022		2021
Drilling and Evaluation	$	—	$	—	$	5	$	—
Well Construction and Completions	—		—		7		—
Production and Intervention	—		—		5		—
All Other	—		—		3		—
Total Restructuring Charges	$	—	$	—	$	20	$	—

The following table presents total restructuring ~~accrual~~reserve activity in the ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:

(Dollars in millions) Accrued Balance at December 31, 2020 Charges Cash Payments
(Credits)/Other
Accrued Balance at September 30, 2021
Restructuring Reserve $ 53 $ — $ (26) $ (5) $ 22

~~7. Borrowings and Other Obligations~~

(Dollars in millions) 9/30/2021 12/31/2020
Current Portion of Exit Notes and Finance Lease $ 211 $ 9
Other Short-term Financing Arrangements — 4
Short-term Borrowings $ 211 $ 13
Exit Notes $ 1,898 $ 2,098
2028 Senior Secured Notes 488 —
2024 Senior Secured Notes — 455
Finance Lease Long-term Portion 45 48
Long-term Debt $ 2,431 $ 2,601

~~Exit Notes~~

Upon our emergence from bankruptcy on December 13, 2019, we entered into an indenture 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.


(Dollars in millions)	December 31, 2021		Charges		Cash Payments		(Credits)/Other		June 30, 2022
Restructuring Reserve	$	17	$	20	$	(10)	$	—	$	27

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5 – Inventories, Net

Inventories, net of reserves of $139 million and $159 million as of June 30, 2022 and December 31, 2021, respectively, are presented by category in the table below:

~~2024~~


(Dollars in millions)	June 30, 2022		December 31, 2021
Finished Goods	$	634	$	595
Work in Process and Raw Materials, Components and Supplies	82		75


Inventories, Net	$	716	$	670

In the three and six months ended June 30, 2022 and 2021, we recognized inventory charges, including excess and obsolete inventory charges, in the following captions on our Condensed Consolidated Statements of Operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2022		2021		2022		2021
Inventory Charges in “Cost of Products”	$	9	$	16	$	20	$	32
Inventory Charges in “Other Charges (Credits)”	—		6		4		7
Total Inventory Charges	$	9	$	22	$	24	$	39

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6 – Intangibles, Net

The components of intangible assets, net were as follows:


(Dollars in millions)	June 30, 2022		December 31, 2021
Developed and Acquired Technology, Net of Accumulated Amortization of $302 at June 30, 2022 and $247 at December 31, 2021	$	285	$	343
Trade Names, Net of Accumulated Amortization of $101 at June 30, 2022 and $81 at December 31, 2021	294		314
Intangible Assets, Net of Accumulated Amortization of $403 at June 30, 2022 and $328 at December 31, 2021	$	579	$	657

Amortization expense was $39 million and $78 million for both the three and six months ended June 30, 2022 and June 30, 2021, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

7 – Borrowings and Other Debt Obligations


(Dollars in millions)	June 30, 2022		December 31, 2021




Current Portion of Finance Leases	$	14	$	12
Current Portion of Exit Notes	50		—

Current Portion of Long-term Debt	$	64	$	12

11.00% Exit Notes due 2024	$	250	$	300
6.50% Senior Secured Notes due 2028	489		488
8.625% Senior Notes due 2030	1,585		1,584
Long-term Portion Finance Leases	42		44
Long-term Debt	$	2,366	$	2,416

Our Exit Notes, 2028 Senior Secured Notes and 2030 Senior Notes (described below) were issued by Weatherford Bermuda and guaranteed by Weatherford International plc and Weatherford Delaware and other subsidiary guarantors party thereto.

Exit Notes

~~On August 28, 2020, we entered into~~We have an ~~indenture and issued the 8.75% Senior Secured Notes in an~~outstanding aggregate principal amount of ~~$500~~$300 million ~~maturing September 1,~~due in 2024 ~~(the “2024 Senior Secured~~on our 11.00% senior unsecured notes (“Exit Notes”)~~. Interest accrued at the rate of 8.75% per annum and was~~ with interest payable semiannually ~~in arrears~~ on ~~March~~June 1 and ~~September 1, which commenced on March 1, 2021.~~December 1. At June 30, 2022, the carrying value of $300 million represents the remaining unpaid principal. On ~~September 30, 2021,~~July 11, 2022, we ~~repaid~~issued a notice of election to redeem $50 million in principal plus related unpaid interest by August 10, 2022 of 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.Exit Notes.

2028 Senior Secured Notes

On September 30, 2021, we ~~entered into an indenture and~~ issued ~~the 6.5%~~6.50% 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%~~6.50% per annum and is payable semiannually on September 15 and March 15 of each year, commencing on March 15, 2022. Proceeds from this debt issuance were used to fully repay a senior secured note with an aggregate principal amount of $500 million with a stated interest rate of 8.75% per annum due 2024.

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2030 Senior Notes

On October 27, 2021, we issued 8.625% Senior Notes in aggregate principal amount of $1.6 billion maturing April 30, 2030 (the “2030 Senior Notes”). Interest accrues at the rate of 8.625% per annum and is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2022. The ~~2028 Senior Secured Notes are guaranteed by the Company and the same subsidiaries~~proceeds from this debt issuance were used to redeem $1.6 billion of the ~~Company that guaranteed the 2024 Senior Secured~~above Exit 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

We have a senior secured letter of credit agreement (the “LC Agreement”) in an aggregate amount of $215 million maturing on May 29, 2024, ~~(the “LC Credit Agreement”),~~ which is used by the Company and certain of its subsidiaries for the issuance of bid and performance letters of credit.

~~On September 20, 2021, certain provisions and covenants of the LC 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 repay or redeem debt to $500 million subject to minimum aggregate liquidity of $400 million at the time of repayment or redemption.~~

At ~~September~~June 30, ~~2021,~~2022, we had approximately $173 million in outstanding letters of credit under the LC ~~Credit~~ Agreement and availability of $42 million.

As of ~~September~~June 30, ~~2021,~~2022, we had ~~$329~~$378 million of letters of credit outstanding, consisting of the $173 million ~~mentioned above~~ under the LC ~~Credit~~ Agreement and another ~~$156~~$205 million under various uncommitted bi-lateral facilities ~~(for~~(of which there was ~~$152~~$205 million in cash collateral held and recorded in “Restricted Cash” on ~~our~~the Condensed Consolidated Balance Sheets). Our letters of credit under various uncommitted bi-lateral facilities increased “Restricted Cash” since December 31, 2021 due to a requirement from a new multi-year contract.

Accrued Interest

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had accrued interest of ~~$77~~approximately $24 million and ~~$34~~$35 million, respectively in “Other Current Liabilities” ~~on our Condensed Consolidated Balance Sheets.~~primarily related to the Exit Notes, 2028 Senior Secured Notes and 2030 Senior Notes.

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.

~~Table of Contents~~

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 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 our long-term debt (including the ~~Exit Notes~~current portion of long-term debt and ~~Senior Secured Notes.~~excluding finance leases).

9/30/2021 12/31/2020
(Dollars in millions) Carrying Value Fair Value Carrying Value Fair Value
Exit Notes $ 2,098 $ 2,215 $ 2,098 $ 1,628
2028 Senior Secured Notes $ 488 $ 516 $ — $ —
2024 Senior Secured Notes $ — $ — $ 455 $ 507


	June 30, 2022				December 31, 2021
(Dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
11.00% Exit Notes due 2024	$	300	$	302	$	300	$	311
6.50% Senior Secured Notes due 2028	489		450		488		528
8.625% Senior Notes due 2030	1,585		1,338		1,584		1,660
Current and Long-Term Debt (excluding Finance Leases)	$	2,374	$	2,090	$	2,372	$	2,499

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8.8 – 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~~

Accrued litigation and settlements recorded in “Other Current Liabilities” on the ~~COVID-19 pandemic, many~~accompanying Condensed Consolidated Balance Sheets as of ~~the Company’s litigation matters~~June 30, 2022 and ~~other disputes have been delayed due to court closures or other mandated accommodations.~~December 31, 2021 were $41 million and $40 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. OnThe defendants filed their motion to dismiss on May 18, 2020, and the Court granted the motion on May 14, ~~2021,~~2021. URS appealed the ~~District~~Court’s Opinion on Dismissal to the Court ~~dismissed~~of Appeals for the ~~case with prejudice for failure~~Fifth Circuit, and the parties are continuing to ~~state~~await a ~~claim. On August 9, 2021, the plaintiffs filed their Notice of Appeal with the District Court. The case is still pending appeal and we~~decision. We cannot reliably predict the outcome of the claims, including the amount of any possible loss.

1113

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9.9 – Shareholders’ Equity

The following summarizes our shareholders’ equity activity infor the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:


(Dollars in millions)	(Dollars in millions)	Capital in Excess of Par Value		Retained Deficit		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Shareholders’ Equity		(Dollars in millions)	Capital in Excess of Par Value		Retained Deficit		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests “NCI”		Total Shareholders’ Equity
Balance at December 31, 2020		$	2,897	$	(1,947)	$	(43)	$	30	$	937
Balance at December 31, 2021												Balance at December 31, 2021	$	2,904	$	(2,397)	$	(35)	$	24	$	496
Net Income (Loss)	Net Income (Loss)	—		(116)		—		6		(110)		Net Income (Loss)	—		(80)		—		6		(74)
Other		—		—		—		(2)		(2)
Other Comprehensive Loss		—		—		(4)		—		(4)
Balance at March 31, 2021		$	2,897	$	(2,063)	$	(47)	$	34	$	821
Net Income (Loss)		—		(78)		—		5		(73)
Other Comprehensive Loss		—		—		15		—		15
Dividends to Noncontrolling Interests		—		—		—		(4)		(4)
Equity Awards, Granted, Vested and Exercised												Equity Awards, Granted, Vested and Exercised	4		—		��		—		4

Balance at March 31, 2022												Balance at March 31, 2022	$	2,908	$	(2,477)	$	(35)	$	30	$	426
Net Income												Net Income	—		6		—		6		12
Other Comprehensive Income												Other Comprehensive Income	—		—		59		—		59
Dividends to NCI												Dividends to NCI	—		—		—		(11)		(11)
Equity Awards Granted, Vested and Exercised	Equity Awards Granted, Vested and Exercised	2		—		—		—		2		Equity Awards Granted, Vested and Exercised	5		—		—		—		5
Other		—		—		—		(2)		(2)

Balance at June 30, 2021		$	2,899	$	(2,141)	$	(32)	$	33	$	759
Net Income (Loss)		—		(95)		—		$	6	(89)
Other Comprehensive Loss		—		—		(11)		—		(11)
Dividends to Noncontrolling Interests		—		—		—		(11)		(11)
Equity Awards Granted, Vested and Exercised		1		—		—		—		1
Other		—		—		—		(2)		(2)
Balance at September 30, 2021		$	2,900	$	(2,236)	$	(43)	$	26	$	647

Balance at December 31, 2019		$	2,897	$	(26)	$	9	$	36	$	2,916
Net Income (Loss)		—		(966)		—		8		(958)
Other Comprehensive Loss		—		—		(95)		—		(95)

Balance at March 31, 2020		$	2,897	$	(992)	$	(86)	$	44	$	1,863
Net Income (Loss)		—		(581)		—		2		(579)
Other Comprehensive Loss		—		—		29		—		29
Dividends to Noncontrolling Interests		—		—		—		(8)		(8)

Balance at June 30, 2020		$	2,897	$	(1,573)	$	(57)	$	38	$	1,305
Net Income (Loss)		—		(174)		—		7		(167)
Other Comprehensive Loss		—		—		(6)		—		(6)
Dividends to Noncontrolling Interests		—		—		—		(9)		(9)
Balance at September 30, 2020		$	2,897	$	(1,747)	$	(63)	$	36	$	1,123
Balance at June 30, 2022												Balance at June 30, 2022	$	2,913	$	(2,471)	$	24	$	25	$	491

Balance at December 31, 2020												Balance at December 31, 2020	$	2,897	$	(1,947)	$	(43)	$	30	$	937
Net Income (Loss)												Net Income (Loss)	—		(116)		—		6		(110)
Dividends to NCI												Dividends to NCI	—		—		—		(2)		(2)
Other Comprehensive Loss												Other Comprehensive Loss	—		—		(4)		—		(4)

Balance at March 31, 2021												Balance at March 31, 2021	$	2,897	$	(2,063)	$	(47)	$	34	$	821
Net Income (Loss)												Net Income (Loss)	—		(78)		—		5		(73)
Other Comprehensive Income												Other Comprehensive Income	—		—		15		—		15
Dividends to NCI												Dividends to NCI	—		—		—		(4)		(4)
Equity Awards Granted, Vested and Exercised												Equity Awards Granted, Vested and Exercised	2		—		—		—		2
Other												Other	—		—		—		(2)		(2)
Balance at June 30, 2021												Balance at June 30, 2021	$	2,899	$	(2,141)	$	(32)	$	33	$	759

~~Table of Contents~~

The following table presents the changes in our accumulated other comprehensive ~~loss~~income (loss) by component infor the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

(Dollars in millions) Currency Translation Adjustment Defined Benefit Pension Total
Balance at December 31, 2020 $ (31) $ (12) $ (43)
Other Comprehensive Loss $ — $ — $ —
Balance at September 30, 2021 $ (31) $ (12) $ (43)
Balance at December 31, 2019 $ 7 $ 2 $ 9
Other Comprehensive Loss (72) — (72)
Balance at September 30, 2020 $ (65) $ 2 $ (63)


(Dollars in millions)	Currency Translation Adjustment		Defined Benefit Pension		Total
Balance at December 31, 2021	$	(36)	$	1	$	(35)

Other Comprehensive Income	59		—		59



Balance at June 30, 2022	$	23	$	1	$	24

Balance at December 31, 2020	$	(31)	$	(12)	$	(43)

Other Comprehensive Income	11		—		11



Balance at June 30, 2021	$	(20)	$	(12)	$	(32)

~~10. Loss~~

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10 – Income (Loss) per Share

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

~~The following table presents our basic and~~ Antidilutive shares represent potentially dilutive securities which are excluded from the computation of diluted ~~weighted average shares outstanding and~~income or loss per share ~~in the three and nine months ended September 30, 2021 and 2020:~~

Three Months Ended September 30, Nine Months Ended September 30,
(Dollars and shares in millions, except per share amounts) 2021 2020 2021 2020
Net Loss Attributable to Weatherford $ (95) $ (174) $ (289) $ (1,721)
Basic and Diluted Weighted Average Shares Outstanding 70 70 70 70
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 in the three and nine months ended September 30, 2021 and 2020 exclude 10 million and 8 millionas their impact was antidilutive. These include potential ordinary shares ~~respectively,~~ for restricted share units, performance share units, phantom restricted share units, and outstanding ~~warrants~~warrants. Our basic and diluted weighted average shares outstanding for periods presented with net loss are equivalent as ~~we had net losses for those periods and their~~the impact of the inclusion ~~would be anti-dilutive.~~

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~~11. Revenues~~potential dilutive securities are antidilutive.

~~Revenue by Product Line~~A reconciliation of the number of shares used for the basic and ~~Geographic Region~~diluted income (loss) per share calculation was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars and shares in millions, except per share amounts)	2022		2021		2022		2021
Net Income (Loss) Attributable to Weatherford	$	6	$	(78)	$	(74)	$	(194)
Basic Weighted Average Shares Outstanding	71		70		71		70
Dilutive Effect of Awards Granted in Stock Incentive Plans	2		—		—		—
Diluted Weighted Average Shares Outstanding	73		70		71		70

Antidilutive Shares	8		10		11		10
Basic and Diluted Income (Loss) Per Share Attributable to Weatherford	$	0.08	$	(1.11)	$	(1.04)	$	(2.77)

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 under 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 September 30, 2021 and 2020 and includes equipment revenues recognized under lease accounting standards of $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 September 30, 2020, respectively.

Three Months Ended
September 30, Nine Months Ended
September 30,
(Dollars in millions) 2021 2020 2021 2020
Product Line Revenue for Western Hemisphere
  Completion and Production $ 239 $ 170 $ 695 $ 632
  Drilling, Evaluation and Intervention 202 146 561 582
Total Western Hemisphere Revenue 441 316 $ 1,256 $ 1,214
Product Line Revenue for Eastern Hemisphere
  Completion and Production 221 241 $ 633 $ 783
  Drilling, Evaluation and Intervention 283 250 791 846
Total Eastern Hemisphere Revenue 504 491 $ 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) 2021 2020 2021 2020
Revenue by Geographic Areas:
  North America $ 224 $ 175 $ 658 $ 688
  Latin America 217 141 598 526
Western Hemisphere 441 316 $ 1,256 $ 1,214
  Middle East & North Africa and Asia 312 319 $ 868 $ 1,063
  Europe/Sub-Sahara Africa/Russia 192 172 556 566
Eastern Hemisphere 504 491 $ 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), 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. Contract assets were immaterial as of September 30, 2021 and December 31, 2020. Revenue recognized during the nine months ended September 30, 2021 that was included in the contract liabilities balance at the beginning of 2021 was $28 million. The following table summarizes these balances as of September 30, 2021 and December 31, 2020:

(Dollars in millions) 9/30/2021 12/31/2020
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 September 30, 2021.

(Dollars in millions) 2021 2022 2023 2024 Thereafter Total
Service Revenue $ 17 $ 66 $ 55 $ 57 $ 65 $ 260

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~~12. Segment Information~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(Dollars in millions) 2021 2020 2021 2020
Revenues:
Western Hemisphere $ 441 $ 316 $ 1,256 $ 1,214
Eastern Hemisphere 504 491 1,424 $ 1,629
Total Revenues 945 807 $ 2,680 $ 2,843
Operating Income (Loss):
Western Hemisphere 45 (2) $ 97 $ 4
Eastern Hemisphere 34 5 21 38
Total Segment Operating Income 79 3 118 42
Corporate (a)
(16) (28) (51) (80)
Total Operating Income (Loss) Before Other Operating Expenses 63 (25) 67 (38)
Goodwill and Long-Lived Asset Impairments — — — (1,057)
Restructuring Charges — (31) — (114)
Other (Charges) Credits, Net 8 (4) 16 (170)
Total Operating Income (Loss) 71 (60) 83 (1,379)
Interest Expense, Net (b)
(69) (64) (211) (181)
Loss on Extinguishment of Debt and Bond Redemption Premium (59) — (59) —
Loss on Termination of ABL Credit Agreement (b)
— (15) — (15)
Other Expense, Net (4) (20) (19) (65)
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 was a benefit of $1 million and expense of $9 million in the three months ended September 30, 2021 and 2020, respectively. The nine months ended September 30, 2021 and 2020, included elimination of intercompany margins of zero and an expense $27 million, respectively.

~~(b)Loss on Termination of ABL Credit Agreement was included in “Interest Expense Net” in 2020, which has been reclassified to be presented on a consistent basis with 2021.~~

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~~13.~~11 – Income Taxes

We ~~determined~~determine our quarterly tax provision using the year-to-date effective tax rate because the estimated annual approach is not reliable given that 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.

We provide for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our subsidiaries are considered residents for income tax purposes. The relationship between our pre-tax income or loss and our income tax provision or benefit varies from period to period due to various factors which include changes in total pre-tax income or loss, the jurisdictions in which our income is earned, the tax laws in those jurisdictions and in our operating structure.

In the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we recognized tax expense of ~~$28~~$12 million and ~~$66~~$40 million, respectively, on an income before income taxes of $24 million and loss before taxes of $22 million, respectively, compared to the three and six months ended June 30, 2021 where we recognized tax expense of $15 million and $38 million, respectively, on a loss before income taxes of ~~$61~~$58 million and ~~$206~~$145 million, ~~respectively, compared to~~respectively. The expense in the three and ~~nine~~six months ended ~~September~~June 30, ~~2020 where we recognized~~2022 included a $27 million recognition of a benefit from previously uncertain tax ~~expense of $8 million and $64 million, respectively, on a loss before income taxes of $159 million and $1.6 billion, respectively.~~positions. Our income tax provisions are primarily driven by income in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss and other adjustments. Impairments and other charges recognized domay not result in significant tax benefit ~~as a result of~~due to our inability to forecast realization of the tax benefit of such losses.

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 ~~September~~June 30, ~~2021,~~2022, we anticipate that it is reasonably possible that our uncertain tax positions of ~~$241~~$239 million may decrease by up to $13 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

~~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 2030 Senior Notes is payable 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.

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

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

~~Overview~~Business

Weatherford delivers innovative energy services that integrate proven technologies with advanced digitalization to create sustainable offerings for maximized value and return on investment. We provide equipment and services used in the drilling, evaluation, construction, completion, production, intervention and responsible abandonment of wells across the broad spectrum of energy sources.

We conduct operations in approximately 75 countries, answering the challenges of the energy industry with 350 operating locations including manufacturing, research and ~~have~~development, 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.training facilities.

Our principal business is to provide equipment and services to the oil and natural gas exploration and production industry ~~both onshore~~as well as new energy platforms across our three product line segments: (1) Drilling and ~~offshore. Our two product lines are as follows: (1) Completion~~Evaluation (2) Well Construction and Completions, and (3) Production and ~~(2) Drilling, Evaluation~~Intervention. All of our segments are enabled by a full suite of digital, monitoring, optimization and ~~Intervention.~~artificial intelligence solutions providing services throughout the well life cycle, including responsible abandonment.

•~~Completion~~Drilling and ~~Production~~Evaluation (“~~C&P”~~DRE”)offers a suite of ~~modern completion~~services including managed pressure drilling, drilling services, wireline and drilling fluids. DRE offers services ranging from early well planning to reservoir management through innovative tools and expert engineering to optimize reservoir access and productivity.

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

Production and Intervention (“PRI”) offers production optimization technologies through the Company’s ability to design and deliver a complete production ecosystem to boost productivity and responsible abandonment for our customers. The primary offerings are intervention services & drilling tools, artificial lift, production automation & software, sub-sea intervention and pressure pumping services. PRI utilizes a suite of reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in ~~deepwater,~~conventional and unconventional wells, deep water, 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.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. Evaluation services merge wellsite capabilities including wireline and managed pressure drilling. We also build and 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 $945 million and $2.7 billion in the third quarter and first nine months of 2021, respectively, an improvement of $138 million, or 17%, and a decline of $163 million, or 6%, compared to the third quarter and first nine months of 2020, respectively.

The third quarter of 2021 year-over-year improvement reflects a 28% increase in service revenues driven by higher demand in certain C&P and DEI sub-product lines, primarily in North America and South America, which spurred the 40% growth in the Western Hemisphere and a 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 Canada, Argentina and the United States.

The 6% revenue decline in the first nine months of 2021 compared to 2020 was primarily due to the lower business activity experienced during the first quarter of 2021 compared to the pre-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 of 2021 compared to the third quarter and first nine months of 2020, respectively, primarily from the absence of impairment and restructuring charges in 2021. In addition, selling, general and administrative, 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 and earlier in 2021.

Segment operating income was $79 million and $118 million in the third quarter and first nine months of 2021, respectively, an increase of $76 million for both the third quarter and first nine months of 2021, compared to the third quarter

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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~~

~~Please see summary of details at “Note 2 – Impairments and Other Charges (Credits), Net” to our 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, but is also impacted by environmental, social and governance (“ESG”) initiatives, and ongoing supply chain shortages as well as geopolitical events like the ongoing military conflict between Russia and ~~customer capital spending plans.~~Ukraine (“Russia Ukraine Conflict”). These events, in addition to the reopening of the global economy around the relaxing of public restrictions related to the COVID-19 pandemic, have caused commodity prices to increase year-over-year.

The industry is also impacted by sanctions related to the Russia Ukraine Conflict. Most notably, several countries including the United States, the European Union and the United Kingdom, have imposed broad sanctions against Russia, certain Russian individuals and certain activities involving Russia or Russian individuals. These factors may result in an increase or decrease in demand for our products and services.

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


	Three Months Ended		Six Months Ended
	6/30/2022	6/30/2021		6/30/2022	6/30/2021
Oil price - WTI (1)	$108.72	$66.09		$101.59	$61.94
Oil price - Brent (1)	$113.54	$68.83		$106.92	$64.83
Natural gas price - Henry Hub (2)	$7.48	$2.94		$6.07	$3.25
(1) Oil price measured in dollars per barrel (rounded to the nearest $0.01)
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu (rounded to the nearest $0.01)

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

reserves and the increase year-over-year is due to similar reasons described above. The table below shows ~~the average oil and natural gas prices for West Texas Intermediate (“WTI”), United Kingdom Brent crude oil and Henry Hub natural gas.~~

Three Months Ended Year Ended
9/30/2021 9/30/2020 12/31/2020
Oil price - WTI (1)
$70.62 $40.89 $39.23
Oil price - Brent (1)
$73.47 $42.96 $41.76
Natural gas price - Henry Hub (2)
$4.36 $2.00 $2.04
(1) Oil price measured in dollars per barrel
(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:~~information.


		Three Months Ended		Nine Months Ended				Three Months Ended	Six Months Ended
		9/30/2021	9/30/2020		9/30/2021	9/30/2020			6/30/2022	6/30/2021	6/30/2022	6/30/2021
North America	North America	647	301		570	566	North America		827	522	829	529
International	International	772	731		735	879	International		816	734	819	716
Worldwide	Worldwide	1,419	1,032		1,305	1,445	Worldwide		1,643	1,256	1,648	1,245

~~Business Outlook~~Consolidated Statements of Operations - Operating Income Summary

~~There are indications that~~Revenues of $1.1 billion and $2.0 billion in the ~~global economic~~three and six months ended June 30, 2022, increased 18% and 15%, compared to the three and six months ended June 30, 2021, respectively. The year-over-year improvement was from an increased demand ~~recovery~~across all segments.

Cost of products and services of $756 million and $1.4 billion in the three and six months ended June 30, 2022, increased $79 million, or 12%, and $125 million, or 10%, compared to the three and six months ended June 30, 2021, respectively, primarily reflecting increased overall demand, impacts from supply chain disruptions and inflation. Our cost of products and services as a percentage of revenues was 71% and 72% in the three and six months ended June 30, 2022, an improvement compared to 75% and 76% in the three and six months ended June 30, 2021, reflecting increasing demand on a more efficient cost structure.

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Selling, general, administrative and research and development costs of $218 million and $417 million in the three and six months ended June 30, 2022, increased $9 million, or 4%, and decreased $1 million, compared to the three and six months ended June 30, 2021, primarily reflecting cost initiative efforts in managing the rate of growth on a percentage of revenue growth. These costs as a percentage of revenues were 21% in both the three and six months ended June 30, 2022, an improvement compared to 23% and 24% in the three and six months ended June 30, 2021, also reflecting our focus on simplification.

Restructuring charges include nil and $20 million in the three and six months ended June 30, 2022, see “Note 4 – Restructuring Charges” for additional information.

Other charges (credits) in the three and six months ended June 30, 2022 was a credit of $14 million and a charge of $5 million, respectively. The net credit in the three months ended June 30, 2022 was primarily from the ~~COVID-19 pandemic is continuing~~gain on asset sales related to ~~build towards pre-pandemic levels as both COVID-19 vaccination rates~~our fulfillment initiatives and ~~global economic activity increase. Oil prices have risen during~~collections of previously impaired receivables offset by a net charge in the ~~year, buoyed by supply policies led by~~three months ended March 31, 2022 that includes a $17 million charge related to Ukraine, resulting in a net charge in the ~~Organization~~six months ended June 30, 2022.

Operating income of ~~Petroleum Exporting Countries~~$104 million and $122 million in the ~~expanded alliance (“OPEC+”)~~three and ~~other high oil exporting non-OPEC+ nations. Average oil prices~~six months ended June 30, 2022 improved $79 million and $110 million, compared to the three and six months ended June 30, 2021, respectively, due to the above-mentioned improvements.

Consolidated Statements of Operations - Non-Operating Expenses Summary

Interest Expense, Net

Interest expense, net was $48 million and $96 million in the three and six months ended June 30, 2022, respectively, and primarily represented interest on our outstanding long-term debt (see “Note 7 – Borrowings and Other Debt Obligations” to our Condensed Consolidated Financial Statements for additional details). Interest expense, net was $72 million and $142 million in the ~~third quarter~~three and six months ended June 30, 2021, respectively. The year-over-year decrease was due to partial repayments of principal and refinancing initiatives in the second half of 2021 ~~are approximately 70% higher than~~which reduced our interest rates.

Other Expense, Net

Other expense, net was $32 million and $48 million in the ~~average oil prices for~~three and six months ended June 30, 2022, compared to $11 million and $15 million in the ~~third quarter~~three and six months ended June 30, 2021, respectively. Other expense, net is comprised of ~~2020~~letter of credit fees, other financing charges, and ~~natural gas prices have increased 118% over~~foreign exchange losses. The year-over-year increase was primarily due to foreign exchange losses, changes in fair value and settlements of certain foreign currency forward contracts. We enter into foreign currency forward contracts to mitigate the ~~same period. WTI oil spot prices have recovered~~risk of future cash flows denominated in a foreign currency. The amounts will fluctuate, depending on exchange rate volatility, the volume of our foreign currency transactions, and our hedge decisions. At June 30, 2022 and December 31, 2021, we had outstanding foreign currency forward contracts with notional amounts aggregating to ~~pre-pandemic levels, averaging approximately $71 per barrel during the third quarter of 2021. However, the North America~~$43 million and ~~International average rig count continues to be well below pre-pandemic levels.~~$349 million, respectively.

Income Taxes

We ~~expect continued improvements~~provide for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our ~~customer activity levels with the ongoing COVID-19 vaccine rollout globally and multinational economic stimulus actions which~~subsidiaries 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~~considered residents for income tax purposes. The relationship between our pre-tax income or loss from continuing operations and our ~~fourth quarter 2021 consolidated revenues~~income tax benefit or provision varies from period to period as a result of various factors, which include changes in total pre-tax income or loss, the jurisdictions in which our income is earned, the tax laws in those jurisdictions, the impacts of tax planning activities and the resolution of tax audits. Our effective rate differs from the Irish statutory tax rate as the majority of our operations are ~~expected~~taxed in jurisdictions with different tax rates. In addition, we are generally unable to ~~increase by low -single digits above the third quarter of 2021.~~recognize tax benefit on our losses. Please see “Note 11 – Income Taxes” to our Condensed Consolidated Financial Statements for additional details.

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Segment Results of Operations

Financial information by segment is summarized below.


							Favorable
							(Unfavorable)
	Three Months Ended						$		% or bps
(Dollars in millions)	6/30/2022			6/30/2021			Change
Revenues:
Drilling and Evaluation	$	317		$	265		$	52	20	%
Well Construction and Completions	383			337			46		14	%
Production and Intervention	345			278			67		24	%
Segment Revenues	1,045			880			165		19	%
All Other	19			23			(4)		(17)	%
Total Revenues	$	1,064		$	903		$	161	18	%

Segment Adjusted EBITDA:
Drilling and Evaluation	$	69		$	46		$	23	50	%
Well Construction and Completions	67			55			12		22	%
Production and Intervention	68			46			22		48	%
Segment Adjusted EBITDA	$	204		$	147		$	57	39	%

Corporate and Other	(18)			(11)			(7)		(64)	%
Depreciation and Amortization	(90)			(114)			24		21	%
Share-based Compensation Expense	(6)			(5)			(1)		(20)	%
Other Adjustments	14			8			6		75	%





Operating Income	$	104		$	25		$	79	316	%
















Segment Adjusted EBITDA Margins:
Drilling and Evaluation	21.8		%	17.4		%	n/m		440	bps
Well Construction and Completions	17.5		%	16.3		%	n/m		120	bps
Production and Intervention	19.7		%	16.5		%	n/m		320	bps
Segment Adjusted EBITDA	19.5		%	16.7		%	n/m		280	bps

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							Favorable
							(Unfavorable)
	Six Months Ended						$		% or bps
(Dollars in millions)	6/30/2022			6/30/2021			Change
Revenues:
Drilling and Evaluation	$	609		$	501		$	108	22	%
Well Construction and Completions	727			660			67		10	%
Production and Intervention	631			537			94		18	%
Segment Revenues	1,967			1,698			269		16	%
All Other	35			37			(2)		(5)	%
Total Revenues	$	2,002		$	1,735		$	267	15	%

Segment Adjusted EBITDA:
Drilling and Evaluation	$	128		$	75		$	53	71	%
Well Construction and Completions	134			105			29		28	%
Production and Intervention	107			87			20		23	%
Segment Adjusted EBITDA	$	369		$	267		$	102	38	%

Corporate and Other	(32)			(29)			(3)		(10)	%
Depreciation and Amortization	(177)			(225)			48		21	%
Share-based Compensation Expense	(13)			(9)			(4)		(44)	%
Other Adjustments	(25)			8			(33)		(413)	%





Operating Income	$	122		$	12		$	110	917	%
















Segment Adjusted EBITDA Margins:
Drilling and Evaluation	21.0		%	15.0		%	n/m		600	bps
Well Construction and Completions	18.4		%	15.9		%	n/m		250	bps
Production and Intervention	17.0		%	16.2		%	n/m		80	bps
Segment Adjusted EBITDA	18.8		%	15.7		%	n/m		310	bps

Segment Revenues

Segment revenues of $1.0 billion and $2.0 billion in the three and six months ended June 30, 2022, increased $165 million, or 19%, and increased $269 million, or 16%, compared to the same periods in 2021, respectively. The year-over-year improvement was from an increased demand in all segments.

DRE revenues of $317 million and $609 million in the three and six months ended June 30, 2022, increased $52 million, or 20%, and increased $108 million, or 22%, compared to the same periods in 2021, respectively. The year-over-year increase was largely due to increased demand for wireline in the three months ended and managed pressure drilling in the six months ended June 30, 2022, compared to the same periods in 2021, respectively, and primarily in Latin America.

WCC revenues of $383 million and $727 million in the three and six months ended June 30, 2022, increased $46 million, or 14%, and increased $67 million, or 10%, compared to the same periods in 2021, respectively. The year-over-year increase in the three and six months was largely due to increased demand for cementation products, primarily in North America and the Middle East North Africa/Asia regions.

PRI revenues of $345 million and $631 million in the three and six months ended June 30, 2022, increased $67 million, or 24%, and increased $94 million, or 18%, compared to the same periods in 2021, respectively. The year-over-year increase in

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the three and six months was largely due to increased demand for artificial lift, primarily in North America.

Segment Adjusted EBITDA and Margins

Our primary measure of segment profitability is segment adjusted EBITDA. Segment adjusted EBITDA of $204 million and $369 million in the three and six months ended June 30, 2022, increased $57 million, or 39%, and increased $102 million, or 38%, compared to the same periods in 2021, respectively. The year-over-year improvement exceeded the rate of improvement for revenues primarily from an increased demand in all segments with a more profitable mix of service and product sales on a more efficient cost structure, resulting in higher fall-through on margins. Segment adjusted EBITDA margins were 20% and 19% in the three and six months ended June 30, 2022, an improvement compared to 17% and 16% in the three and six months ended June 30, 2021, respectively.

DRE segment adjusted EBITDA of $69 million and $128 million in the three and six months ended June 30, 2022, increased $23 million, or 50%, and increased $53 million or 71%, compared to the same period in 2021, respectively. DRE segment adjusted EBITDA margins were 22% and 21% in the three and six months ended June 30, 2022, an improvement compared to 17% and 15% in the three and six months ended June 30, 2021, respectively. The year-over-year improvements were largely due to higher fall-through on margins for managed pressure drilling and wireline, primarily in Latin America in all periods, and North America in the three months ended and the Middle East North Africa/Asia regions in the six months ended June 30, 2022, compared to the same periods in 2021, respectively.

WCC segment adjusted EBITDA of $67 million and $134 million in the three and six months ended June 30, 2022, increased $12 million, or 22%, and increased $29 million, or 28%, compared to the same period in 2021, respectively. WCC segment adjusted EBITDA margins were 18% in both the three and six months ended June 30, 2022, an improvement compared to 16% in both the three and six months ended June 30, 2021, respectively. The year-over-year improvements were largely due to higher fall-through on margins for cementation and liner hangers, primarily in North America and the Middle East North Africa/Asia regions in all periods.

PRI segment adjusted EBITDA of $68 million and $107 million in the three and six months ended June 30, 2022, increased $22 million, or 48%, and increased $20 million, or 23%, compared to the same period in 2021, respectively. PRI segment adjusted EBITDA margins were 20% and 17% in the three and six months ended June 30, 2022, an improvement compared to 17% and 16% in the three and six months ended June 30, 2021, respectively. The year-over-year improvements were largely due to higher fall-through on margins for intervention services and drilling tools, primarily in North America and the Middle East North Africa/Asia regions in all periods.

Depreciation and Amortization

Depreciation and amortization was $90 million and $177 million in the three and six months ended June 30, 2022, compared to $114 million and $225 million in the three and six months ended June 30, 2021, respectively. The year-over-year decrease was primarily from a lower asset base.

Share-based Compensation Expense

We ~~continue~~record share-based compensation expense in “Selling, General and Administrative” on the accompanying Condensed Consolidated Statements of Operations. We recognized $6 million and $13 million in the three and six months ended June 30, 2022, compared to ~~closely monitor~~$5 million and $9 million in the ~~ongoing global impacts surrounding~~three and six months ended June 30, 2021, respectively. The year-over-year increase was due to additional awards granted.

Other Adjustments

Other adjustments in the ~~COVID-19 pandemic, including operational~~six months ended June 30, 2022 primarily include a net credit from the gain on asset sales related to our fulfillment initiatives and ~~manufacturing disruptions, logistical constraints~~collections of previously impaired receivables in the three months ended June 30, 2022 offset by net charges in the three months ended March 31, 2022 that include a $20 million restructuring charge and ~~travel restrictions. The oilfield~~a $17 million charge related to Ukraine. See “Note 4 – Restructuring Charges” and earlier description of other charges (credits) for additional information.

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Business Outlook

Growth in the energy services industry ~~growth~~ is highly dependent on many external ~~factors, such as~~factors. These include, but are not limited to, the impact from geopolitical conflicts, the global response to the COVID-19 pandemic, our customers’ capital expenditures, ESG driven ~~business~~ changes, world economic, political and ~~political~~weather conditions, the price of oil and natural gas, and member-country quota compliance within the Organization of Petroleum Exporting Countries and the expanded alliance (“OPEC+~~, weather~~”). We expect continued improvements in our customer activity levels and generally positive macroeconomic conditions that may offset inflationary pressures and ~~other factors.~~potential recessionary concerns, all of which are expected to provide a pathway to a multi-year energy demand expansion. We continue to closely monitor the ongoing supply chain disruptions, escalating costs, logistical constraints and travel restrictions. We believe that industry activity will continue to improve in 2022 and our consolidated revenues are anticipated to grow by mid-teens above 2021 levels.

~~COVID-19 Pandemic Impacts~~

Russia Ukraine Conflict

~~We have experienced~~On February 24, 2022, the broad Russia Ukraine Conflict began and ~~expect to~~in response, we evaluated, and continue to ~~experience inflationary pressures when sourcing raw material~~evaluate, our operations, with the first action being centered on the safety 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 lackwell-being 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.~~in the impacted regions.

~~We continuously improve crew rotations and management practices to minimize our employees’ risk of exposure~~In response to the ~~COVID-19 virus while at client facilities.~~Russia Ukraine Conflict, the United States, the European Union, the United Kingdom and other countries have imposed broad sanctions against Russia, certain Russian individuals and certain activities involving Russia or Russian individuals. Certain restrictions have been placed, that have impacted the movement of assets, primarily activity into Russia. We ~~constantly refine~~continue to monitor and ~~update our identification and management of COVID-19 cases through the development of updated protocols, advanced testing and response procedures consistent~~intend to remain in full compliance with the ~~latest guidance, from the Centers of Disease Control~~evolving sanctions landscape and ~~Prevention~~will continue to fulfill existing contractual obligations within applicable international laws 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.sanctions.

Revenues in Russia were 6% of our total revenues for both the three and six months ended June 30, 2022. Excluding cash, net assets in Russia were $168 million as of June 30, 2022, and are comprised of $127 million in current assets, $93 million in property, plant and equipment, $5 million in other non-current assets, and $57 million in liabilities.

If the Russia Ukraine Conflict and related sanctions persist or are escalated, our business may be negatively impacted, potentially lowering revenues or triggering asset impairments in Russia.

Opportunities and Challenges

~~As production decline rates persist and reservoir productivity complexities increase, our~~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 and ~~puts pressure on~~pressures us to deliver our products and services at competitive rates. In addition, as consolidation of the ~~oil and gas~~energy services industry continues due to market conditions, there has been an increased demand for companies ~~with~~to provide specialized products, services and technologies. Weatherford delivers innovative energy services that integrate proven technologies with advanced digitalization to create sustainable offerings for maximized value and return on investment. 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, our ability to offer technology solutions to more efficiently extract oil and gas while controlling costs, and our success in penetrating new and existing markets with our newly developed technologies. Over the long-term, we expect the world’s demand for energy to continue ~~rising, requiring increased oil field services~~to rise and require more advanced technology from the ~~oilfield~~energy service industry. We remain focused on delivering innovative and cost-efficient solutions for customers to assist them in achieving their operational, safety and environmental objectives.

~~Our challenges also include~~Current market conditions ~~that~~ could make it more difficult to obtain our targeted cost reduction benefits and to recruit, motivate and retain employees, including key personnel. ~~Increasing~~Escalations of sanctions and other events around the Russia Ukraine Conflict, including increased exposure to cyber attacks, increasing investor and government focus on ~~environmental~~ESG factors, supply chain challenges and ~~social governance factors,~~disruptions, and the cyclicality of the energy industry ~~and the ongoing COVID-19 pandemic~~ may negatively impact demand for our products and services. 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 future potential prolonged industry downturns, our ability to respond to industry demands in 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
Three Months Ended (Unfavorable)
(Dollars and shares in millions, except per share data) 09/30/21 09/30/20 $ Change % Change
Revenues:
Western Hemisphere $ 441 $ 316 $ 125 40 %
Eastern Hemisphere 504 491 13 3 %
Total Revenues 945 807 138 17 %
Operating Income (Loss):
Western Hemisphere 45 (2) 47 2,350 %
Eastern Hemisphere 34 5 29 580 %
Total Segment Operating Income 79 3 76 2,533 %
Corporate (16) (28) 12 43 %
Total Operating Income (Loss) Before Other Operating Expenses 63 (25) 88 352 %
Restructuring Charges — (31) 31 100 %
Other (Charges) Credits, Net 8 (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 Interests 6 7 1 14 %
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 Outstanding 70 70 N/A N/A
Depreciation and Amortization $ 112 $ 117 $ 5 4 %

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Favorable
Nine Months Ended (Unfavorable)
(Dollars and shares in millions, except per share data) 9/30/2021 9/30/2020 $ Change % Change
Revenues:
Western Hemisphere $ 1,256 $ 1,214 $ 42 3 %
Eastern Hemisphere 1,424 1,629 (205) (13) %
Total Revenues 2,680 2,843 (163) (6) %
Operating Income (Loss):
Western Hemisphere 97 4 93 2,325 %
Eastern Hemisphere 21 38 (17) (45) %
Total Segment Operating Income 118 42 76 181 %
Corporate (51) (80) 29 36 %
Total Operating Income (Loss) Before Other Operating Expenses 67 (38) 105 276 %
Goodwill and Long-Lived Asset Impairments — (1,057) 1,057 100 %
Restructuring Charges — (114) 114 100 %
Other (Charges) Credits, Net 16 (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 Interests 17 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 Outstanding 70 70 N/A N/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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~~Segment Operating Results~~

Western Hemisphere segment operating income of $45 million and $97 million in the third quarter and first nine months 2021, respectively, increased $47 million and $93 million, respectively, compared to the third quarter and first nine months of 2020. The third quarter year-over-year improvements were driven by the increased demand for services across both C&P and DEI businesses in North and South America, as well as lower operational and employee costs. The nine months year-over-year improvements were driven by the increased demand for C&P services in North and South America, as well as lower operational and employee costs.

Eastern Hemisphere segment operating income of $34 million and $21 million in the third quarter and first nine months of 2021, respectively, increased $29 million and decreased $17 million, respectively, compared to the third quarter and first nine months of 2020. The third 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 for C&P and DEI services related to the COVID-19 pandemic, partially offset by lower operational and employee costs.

~~Interest Expense, Net~~

Net interest expense was $69 million and $211 million in the third quarter and first nine months of 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 amortization of debt issuance costs and discounts.

Net interest expense was $64 million and $181 million in the third quarter and first nine months of 2020, respectively, and primarily represents interest on our Exit Notes and our 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 related to unamortized deferred debt issuance costs.

~~Loss on Extinguishment of Debt and Bond Redemption Premium~~

On September 30, 2021, we repaid our 2024 Senior Secured Notes and recognized 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 Debt and Bond Redemption Premium” on the Condensed Consolidated Statements of Operations.

~~Other Expense, Net~~

Other expense, net was $4 million and $19 million in the third quarter and first nine months of 2021, respectively, compared to other expense of $20 million and $65 million in the third quarter and first nine months of 2020, respectively. Other expense, net is comprised 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 in 2021 compared to the significant volatility in the same period in 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~~

In the three and nine months ended September 30, 2021, we recognized tax expense of $28 million and $66 million, respectively, on a loss before income taxes of $61 million and $206 million, respectively, compared to the three and nine months ended September 30, 2020 where we recognized tax expense of $8 million and $64 million, respectively, on a loss before income taxes of $159 million and $1.6 billion, respectively. Our income tax provisions are primarily driven by income in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or 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.

~~Please see “Note 13 – Income Taxes” to our Condensed Consolidated Financial Statements 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.~~

Liquidity and Capital Resources

At ~~September~~June 30, ~~2021,~~2022, we had total cash and cash equivalents ~~and~~plus restricted cash of ~~$1.45~~$1.1 billion, of which ~~increased $161~~$211 million was restricted cash, compared to ~~the year ended~~$1.1 billion at December 31, ~~2020. Included in total cash and cash equivalents~~2021, of which $162 million was ~~$155 million and $167 million of~~ restricted cash at 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 (the “LC Credit Agreement”).cash. The following table summarizes cash flows (used in) provided by ~~(used in)~~ each type of business activity ~~and a reconciliation of operating cash flow to non-GAAP free cash flow for~~in the ~~nine months ended September 30, 2021 and September 30, 2020:~~periods presented:

Nine Months Ended September 30,
(Dollars in millions) 2021 2020
Net Cash Provided by Operating Activities $ 234 $ 188
Net Cash Used in Investing Activities (2) (65)
Net Cash Provided by (Used in) Financing Activities (65) 376
Reconciliation of Operating Cash Flow to Non-GAAP Free Cash Flow:
Net Cash Provided by Operating Activities $ 234 $ 188
Capital Expenditures for Property, Plant and Equipment (44) (100)
Proceeds from Disposition of Assets 39 13
Non-GAAP Free Cash Flow $ 229 $ 101


	Six Months Ended June 30,
(Dollars in millions)	2022		2021
Net Cash (Used in) Provided by Operating Activities	$	(4)	$	120
Net Cash Provided by (Used in) Investing Activities	$	7	$	(2)
Net Cash Used in Financing Activities	$	(25)	$	(15)

Operating Activities

Cash used in operating activities was $4 million for the six months ended June 30, 2022. The primary uses of cash in operating activities were working capital investments to support increased customer activity and interest payments. The cash used in operating activities was minimized by accounts receivable collections and by a short-term monetization transaction we entered into during the three months ended June 30, 2022 on certain accounts receivable balances. This transaction resulted in net cash proceeds of $59 million in the three months ended June 30, 2022, which decreased our net cash outflows in the six months ended June 30, 2022.

Cash provided by operating activities was ~~$234~~$120 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021 compared to $188 million for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the~~2021. The primary sources of cash provided by operating activities were driven by ~~higher operating income~~collections on our accounts receivables and ~~lower accounts payable spend~~inventory utilization, 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

~~Investing Activities~~Cash provided by investing activities was $7 million for the six months ended June 30, 2022. The primary investing activities included proceeds from the sale of assets of $43 million and a release of funds in escrow related to the sale of business for $9 million, which was offset by cash used for capital expenditures of $44 million.

Cash used in investing activities was $2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021 compared to $65 million for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the~~2021. The primary uses of cash

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in investing activities were capital expenditures of ~~$44~~$24 million for property, plant and equipment, offset by proceeds of ~~$39~~$22 million from other asset dispositions. During the nine months ended September 30, 2020, the primary uses of cash were capital expenditures of $100 million for property, plant and equipment, offset by proceeds of $13 million from asset dispositions and $25 million of cash proceeds from Angolan government bonds.

Financing Activities

Cash used in financing activities was ~~$65~~$25 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021 compared to cash provided by financing activities of $376~~2022 and $15 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020. During the nine months ended September 30, 2021, the~~2021. The primary uses of cash in financing activities in all periods presented were ~~repayments of long-term debt of $510 million primarily~~ for ~~the repayment of our 2024 Senior Secured Notes and~~ finance lease obligations, a $22 million bond redemption premium payment for the early 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 deferred payment for our 2018 acquisition of our Qatari joint venturepayments and dividends paid to noncontrolling interests.

~~Non-GAAP Free Cash Flow~~

Non-GAAP free cash flow (“free cash flow”) represents cash provided by operating activities less capital expenditures for property, plant and equipment plus proceeds from the disposition of assets. It is a non-GAAP financial measure that should be considered in addition to, not as substitute for or superior to, cash provided by 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.

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, and accounts receivable ~~factoring, and dispositions~~factoring. From time to time, we may enter into transactions to dispose of businesses or capital assets that no longer fit our long-term strategy. We historically have accessed banks for short-term loans and the capital markets for debt and equity offerings. Based upon current and anticipated levels of operations and our ~~recently completed and announced anticipated long-term debt~~recent refinancing transactions, we ~~believe we~~expect to have sufficient cash from operations and cash on hand to fund our ~~expected financial obligations and~~ cash requirements (discussed below) and financial obligations, both in the short-term and long-term.

~~LC Credit Agreement Amendment~~Our cash and cash equivalents of $879 million (which excludes restricted cash) remain our primary source of funds to manage any liquidity event risks.

~~The~~

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LC ~~Credit~~ Agreement is

We have a senior secured letter of credit agreement (the “LC 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.

~~On September 20, 2021, certain provisions and covenants~~At June 30, 2022, we had approximately $173 million in outstanding letters of credit under the LC Agreement and availability of $42 million.

Ratings Services’ Credit ~~Agreement~~Ratings

Our credit ratings at June 30, 2022 were ~~amended as follows:~~maintained since December 31, 2021.

•~~Permit the borrowing of up to an additional $400 million of~~Moody’s Investors Service corporate family rating is at B2, our senior unsecured notes rating is at B3, and our senior secured ~~indebtedness under an asset-based lending facility or a revolving credit facility upon compliance with certain conditions;~~notes and LC Agreement ratings are at Ba3. The outlook is stable.

•~~Removed the minimum~~Standard and Poor’s corporate family and senior unsecured notes ratings are at B-, and our senior 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;~~notes 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 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 that guaranteed the 2024 Senior Secured Notes.

~~Exit Notes Redemption~~

~~On October 20, 2021 we redeemed $200 million of our Exit Notes and paid related accrued interest of $8 million with 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 payments for capital expenditures, payments for short-term working capital needs, interest payments on our long-term debt, ~~payments for capital expenditures,~~ repayment on finance leases, ~~payments for short-term working capital needs and~~operating costs associated with our ~~revenue~~business and restructuring ~~payments, including severance. During 2020, we accumulated working capital due to the sharp decrease in demand due to the COVID-19 pandemic.~~payments. 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~~to continue to utilize cash ~~to invest in~~on capital assets and ~~inventory.~~working capital growth. Our cash requirements may also include awards under our employee incentive programs and other amounts to settle litigation related matters.

~~As of September~~At June 30, ~~2021,~~2022, we had ~~$2.1 billion~~outstanding debt of $300 million in aggregate principal amount ~~maturing on December 1,~~for our Exit Notes due 2024, ~~and~~ $500 million in aggregate principal amount ~~maturing on September 15, 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~~Notes. On July 11, 2022, we issued a notice of ~~8.625%. We used the net proceeds from the 2030 Senior Notes issuance and cash on hand~~election to redeem ~~$1.6 billion principal amount~~$50 million of our Exit ~~Notes.~~Notes on August 10, 2022. Please see “Note 7 – Borrowings and Other Debt Obligations” ~~and “Note 14 – Subsequent Events” to our Condensed Consolidated Financial Statements~~ for additional details.

~~Prior~~Our capital spending for 2022 is currently projected to ~~refinancing of our Exit Notes and 2024 Secured Senior Notes we~~be between $120 million to $140 million. Capital expenditures are expected to ~~make annual interest payments of approximately $275 million until their maturity. Subsequent~~be used primarily to ~~refinancing~~support the ongoing activities and commitments in our ~~Exit Notes and the 2024 Secured Notes, we~~core business. We expect to make ~~annual~~$213 million in interest payments in 2022 and approximately $198 million in interest payments annually until the maturity of ~~approximately $204 million until their maturity.~~our long-term debt (excluding finance leases). Our ~~2021~~ payments on operating leases and operating purchase obligations in 2022 are expected to be ~~$91~~approximately $74 million and ~~capital spending is expected to be approximately $100 - $110 million.~~$177 million, respectively.

Cash and cash equivalents ~~(including~~plus restricted cash ~~of $155 million primarily related to cash collateral on our letters of credit) totaled $1.45 billion at September 30, 2021 and~~ are held by subsidiaries outside of Ireland. At ~~September~~June 30, ~~2021~~2022 we had approximately ~~$195~~$160 million of our cash and cash equivalents that cannot be immediately repatriated from various countries due to country central bank controls or other regulations. Based on the nature of our structure, other than the restrictions noted above, we foresee we will be able to redeploy cash with minimal to no incremental tax.

Customer Receivables

We may experience delayed customer payments and payment defaults due to, among other reasons, ~~a weaker economic environment,~~ reductions in our customers’ cash flow from operations, our customers’ inability to access credit markets, as well as unsettled political conditions.

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Accounts Receivable Factoring and Monetization

From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions orfor 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.

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During the three and ~~nine~~six months ended ~~September~~June 30, 2022, we sold accounts receivable balances of $9 million and $26 million, and received cash proceeds of $8 million and $23 million, respectively. During the three and six months ended June 30, 2021, we sold accounts receivable balances of $34 million and $40 million, and received cash proceeds ~~from~~of $29 million and $34 million, respectively.

Additionally, during the ~~sale of~~three months ended June 30, 2022, we entered into a short-term monetization transaction on accounts receivable balances of ~~$12 million and $46 million, respectively, compared to $10 million and $30~~$77 million. We received net cash proceeds of $59 million in the three ~~and nine~~ months ended ~~September~~June 30, ~~2020, respectively.~~2022 and $16 million in early July. The proceeds are included as operating cash flows in our Condensed Consolidated Statements of Cash Flows.

~~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.~~subsidiaries – Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), and Weatherford International, LLC, a Delaware limited liability company (“Weatherford Delaware”), including the notes and credit facilities listed below.

Our Exit Notes, 2028 Senior Secured Notes and 2030 Senior Notes were issued by Weatherford Bermuda and guaranteed by Weatherford International plc and Weatherford Delaware and other subsidiary guarantors party thereto. Please see ~~our discussion on guarantees in “Part II - Item~~“Note 7 ~~- Management’s Discussion~~– Borrowings and ~~Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K~~Other Debt Obligations” for ~~the year ended December 31, 2020 (“2020 Annual Report”).~~additional details.

Letters of Credit and Surety Bonds

As of ~~September~~June 30, ~~2021,~~2022, we had ~~$329~~$378 million of letters of credit outstanding, consisting of the $173 million under the LC ~~Credit~~ Agreement and ~~$156~~another $205 million under various uncommitted bi-lateral ~~uncommitted~~ facilities ~~(for~~(of which there was ~~$152~~$205 million in cash collateral held and recorded in “Restricted Cash” on ~~our~~the Condensed Consolidated Balance Sheets). Our letters of credit under various uncommitted bi-lateral facilities increased “Restricted Cash” since December 31, 2021 due to a requirement from a new multi-year contract.

~~As of September 30, 2021, we had outstanding surety bonds of $287 million, which were primarily in Latin America where we~~We utilize surety bonds as part of our customary business ~~practice.~~practice in Latin America. As of June 30, 2022, we had surety bonds outstanding of $299 million. Any of our outstanding letters of credit or surety bonds could be called by the beneficiaries should we breach certain contractual or performance obligations. If the beneficiaries were to call the letters of credit under our LC ~~Credit~~ Agreement or ~~our~~ surety bonds, our available liquidity would be reduced by the amount called.

~~Table of Contents~~

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. WeThe forward-looking statements included herein are only made as of the date of the filing of this report, and we undertake no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws. The following, together with disclosures under “Part II – Other Information -– Item 1A. – Risk Factors”, sets forth 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~~global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations (including the Russia Ukraine Conflict);

•general global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns;

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•failure to ensure on-going compliance with ~~disease outbreaks~~current and ~~other public health issues,~~future laws and government regulations and sanctions, including ~~COVID-19~~but not limited to those related to the Russia Ukraine Conflict, and ~~COVID-19 variants, their impact on the global economy~~environmental and ~~the business of our Company, customers, suppliers~~tax and ~~other partners,~~ accounting laws, rules and regulations;

•changes in, and the administration of, treaties, laws, and regulations, including in response to ~~such~~ issues related to the Russia Ukraine Conflict and the potential for such issues to exacerbate other risks we face, including those related to the ~~factors~~other risks and uncertainties listed or referenced in this Forward-Looking Statements section and in the Risk Factors section below;

•cybersecurity issues, as we may experience a higher rate of cybersecurity attacks, intrusions or incidents in the current environment of remote connectivity, as well as increased geopolitical conflicts and tensions;

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

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

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

•further spread and potential for a resurgence of the COVID-19 pandemic in a given geographic region and related disruptions to our business, employees, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may be put in place to limit the spread of the COVID-19 pandemic, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions;

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

•member-country quota compliance within the Organization of Petroleum Exporting Countries ~~and the expanded alliance;~~(“OPEC”);

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

•our ability to generate cash flow from operations to fund our operations;

•~~global political, economic~~our ability to effectively and timely adapt our technology portfolio, products and services to address and participate in changes to the market ~~conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions~~demands for the transition to alternate sources of energy such as geothermal, carbon capture and ~~international currency fluctuations;~~responsible abandonment, including our digitalization efforts;

•increases in the prices and lack of availability of our procured products and services;

•our ability to timely collect from customers;

•our ability to realize cost savings and business enhancements from our revenue and cost improvement efforts;

•our ability to attract, motivate and retain employees, including key personnel;

•our ability to access to capital markets on terms that are commercially acceptable to the ~~Company, or at all;~~Company;

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

•our ability to service our debt obligations;

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

•adverse weather conditions in certain regions of 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.operations.

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~~current and past filings with the SEC under the Exchange Act and the Securities ~~Act. For additional information regarding~~

~~Table~~Act of ~~Contents~~

~~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 current SEC filing would control.~~1933, as amended.

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 Debt Obligations” in the Notes to ~~our~~ Condensed Consolidated Financial Statements, our exposure to market risk has not changed materially since December 31, ~~2020.~~2021.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is collected and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures at ~~September~~June 30, ~~2021.~~2022. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2021.~~2022.

Our management identified no change in our internal control over financial reporting that occurred during the three and six months ended ~~September~~June 30, ~~2021~~2022 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 Legal Contingencies” in our Notes to ~~our~~ Condensed Consolidated Financial Statements for details regarding our ongoing disputes and litigation.

Item 1A. Risk Factors.

An investment in our securities involves various risks. You should consider carefully all of the risk factors described in our ~~2020~~2021 Annual Report, Part I, under the heading “Item 1A. – Risk Factors”, and our ~~Amendment No. 2 to~~Form 10-Q for the ~~Registration Statement filed with the SEC on May 26, 2021 (as amended, the “Registration Statement”), Part I, under the heading “Item 1A. – Risk Factors,” and~~three months ended March 31, 2022, as well as other information included and incorporated by reference in this report. As of ~~September~~June 30, ~~2021,~~2022, there have been no material changes in our assessment of our risk factors from ~~those set forth in our 2020 Annual Report and our Registration Statement.~~the aforementioned.

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

During ~~July 2021,~~June 2022, we issued an aggregate of 363 ordinary shares upon the exercise of outstanding warrants, resulting in cash proceeds to the Company of approximately ~~$3,600.~~$300. The ordinary shares were issued pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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

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:


~~Executive~~	~~Base Salary~~	~~LTI 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:~~


~~Executive~~			~~Program Grant at Target~~
~~Girish K. Saligram~~			~~237,529~~
~~H. Keith Jennings~~			~~95,011~~
~~Scott C. Weatherholt~~			~~60,570~~

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

~~Table of Contents~~

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 Number

Description

Original Filed Exhibit

File Number

~~4.1~~

~~Indenture, dated September 30, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.~~

~~Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021~~

~~File No. 1-36504~~

~~4.2~~

~~Form of Note (included in Exhibit 4.1).~~

~~Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021~~

~~File No. 1-36504~~

~~4.3~~

~~Indenture, dated October 27, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee~~

~~Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021~~

~~File No. 1-36504~~

~~4.4~~

~~Form of Note (included in Exhibit 4.3).~~

~~Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021~~

~~File No. 1-36504~~

~~10.1~~

Amendment No. 2 to LC Credit Agreement dated September 20, 2021, by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, the other guarantors party thereto, Deutsche Bank Trust Company Americas, BTA Institutional Services Australia Limited and the lenders under the LC Credit Agreement.

~~Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 20, 2021~~

~~File No. 1-36504~~

~~†10.2~~

Purchase Agreement dated September 21, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto, the initial purchasers party thereto and Deutsche Bank Securities Inc., as representative of the initial purchasers.

~~File No. 1-36504~~

~~†10.3~~

~~Backstop Agreement dated September~~ 20 ~~, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and certain funds managed by Franklin Advisers, Inc., as commitment parties thereto.~~

~~File No. 1-36504~~

~~†*10.4~~

~~Second Amended and Restated Weatherford International PLC Change in Control Severance Plan~~

~~File No. 1-36504~~

~~†*10.5~~

~~Weatherford International plc Executive Severance Pla~~n

~~File No. 1-36504~~

~~†*10.6~~

~~Weatherford International plc~~ ~~Nonqualified~~ ~~Deferred Compensation Plan~~

~~File No. 1-36504~~

~~Table of Contents~~

~~Exhibit Number~~

~~Description~~

~~Original Filed Exhibit~~

~~File Number~~

~~†*10.7~~

~~Form of Restricted Share Unit Award Agreement~~

~~File No. 1-36504~~

~~†*10.8~~

~~Form of Performance Share Unit Award Agreement~~

~~File No. 1-36504~~

†31.1

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

File No. 1-36504

†31.2

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

File No. 1-36504

††32.1

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

File No. 1-36504

††32.2

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

File No. 1-36504

†101.INS

XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

†101.SCH

XBRL Taxonomy Extension Schema Document

†101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

†101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

†101.LAB

XBRL Taxonomy Extension Label Linkbase Document

†101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement

3328

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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:	~~November 2, 2021~~July 28, 2022	By:	/s/ H. Keith Jennings
			H. Keith Jennings
			Executive Vice President and
			Chief Financial Officer



Date:	~~November 2, 2021~~July 28, 2022	By:	/s/ Desmond J. Mills
			Desmond J. Mills
			Senior Vice President and
			Chief Accounting Officer

3429


TABLE OF CONTENTS

						PAGE
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.						2
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.						1816
Item 3. Quantitative and Qualitative Disclosures About Market Risk.						2926
Item 4. Controls and Procedures.						2927

PART II – OTHER INFORMATION
Item 1. Legal Proceedings.						2927
Item 1A. Risk Factors.						2927
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.						2927
Item 3. Defaults Upon Senior Securities.						2927
Item 4. Mine Safety Disclosures.						3027
Item 5. Other Information.						3027
Item 6. Exhibits.						3228
SIGNATURES						3429



(Dollars and shares in millions, except par value)	9/30/2021		12/31/2020
	(Unaudited)
Assets:
Cash and Cash Equivalents	$	1,291	$	1,118
Restricted Cash	155		167
Accounts Receivable, Net of Allowance for Credit Losses of $32 at September 30, 2021 and $32 at December 31, 2020	816		826
Inventories, Net	681		717
Other Current Assets	301		349
Total Current Assets	3,244		3,177
Property, Plant and Equipment, Net of Accumulated Depreciation of $570 at September 30, 2021 and $367 at December 31, 2020	1,022		1,236
Intangible Assets, Net of Accumulated Amortization of $289 at September 30, 2021 and $173 at December 31, 2020	695		810
Operating Lease Right-of-Use Assets	117		138
Other Non-Current Assets	70		73
Total Assets	$	5,148	$	5,434

Liabilities:
Short-term Borrowings and Current Portion of Finance Leases	211		13
Accounts Payable	350		325
Accrued Salaries and Benefits	317		297
Income Taxes Payable	139		185
Current Portion of Operating Lease Liabilities	63		71
Other Current Liabilities	444		471
Total Current Liabilities	1,524		1,362
Long-term Debt	2,431		2,601
Operating Lease Liabilities	135		177
Other Non-Current Liabilities	411		357
Total Liabilities	$	4,501	$	4,497


Shareholders’ Equity:
Ordinary 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 Value	2,900		2,897
Retained Deficit	(2,236)		(1,947)
Accumulated Other Comprehensive Loss	(43)		(43)
Weatherford Shareholders’ Equity	621		907
Noncontrolling Interests	26		30
Total Shareholders’ Equity	647		937
Total Liabilities and Shareholders’ Equity	$	5,148	$	5,434













	Nine Months Ended September 30, 2020
(Dollars in millions)		Western Hemisphere		Eastern Hemisphere		Total
Property, Plant and Equipment		$	316	$	255	$	571
Intangible Assets		44		115		159
Right of Use Assets		56		32		88
Total Long-Lived Asset Impairments		$	416	$	402	$	818










	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions)	2021		2020		2021		2020
Western Hemisphere	$	—	$	17	$	—	$	58
Eastern Hemisphere	—		12		—		29
Corporate	—		2		—		27
Total Restructuring Charges	$	—	$	31	$	—	$	114


(Dollars in millions)	Accrued Balance at December 31, 2020		Charges		Cash Payments		(Credits)/Other		Accrued Balance at September 30, 2021
Restructuring Reserve	$	53	$	—	$	(26)	$	(5)	$	22


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars and shares in millions, except per share amounts)	2021		2020		2021		2020
Net Loss Attributable to Weatherford	$	(95)	$	(174)	$	(289)	$	(1,721)
Basic and Diluted Weighted Average Shares Outstanding	70		70		70		70
Basic and Diluted Loss Per Share Attributable to Weatherford	$	(1.36)	$	(2.48)	$	(4.13)	$	(24.58)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions)	2021		2020		2021		2020
Product Line Revenue for Western Hemisphere
Completion and Production	$	239	$	170	$	695	$	632
Drilling, Evaluation and Intervention	202		146		561		582
Total Western Hemisphere Revenue	441		316		$	1,256	$	1,214

Product Line Revenue for Eastern Hemisphere
Completion and Production	221		241		$	633	$	783
Drilling, Evaluation and Intervention	283		250		791		846
Total Eastern Hemisphere Revenue	504		491		$	1,424	$	1,629

Total Revenues	$	945	$	807	$	2,680	$	2,843


	Three Months Ended		Year Ended
	9/30/2021	9/30/2020		12/31/2020
Oil price - WTI (1)	$70.62	$40.89		$39.23
Oil price - Brent (1)	$73.47	$42.96		$41.76
Natural gas price - Henry Hub (2)	$4.36	$2.00		$2.04
(1) Oil price measured in dollars per barrel
(2) Natural gas price measured in dollars per million British thermal units (Btu), or MMBtu