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INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
−Removed: Reports of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Operations for the year ended December 31, 2020 and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 and the year ended December 31, 2018 (Predecessor periods)
−Removed: Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2020 and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 and the year ended December 31, 2018 (Predecessor periods)
+Added: Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Houston, TX Firm ID 185 )
+Added: Consolidated Statements of Operations for the years ended December 31, 2021 and 2020, and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 (Predecessor period)
+Added: Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021 and 2020, and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 (Predecessor period)
Consolidated Balance Sheets as of December 31, 2021 and 2020
−Removed: Consolidated Statements of Shareholders’ Equity (Deficiency) for the year ended December 31, 2020 and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 and the year ended December 31, 2018 (Predecessor periods)
−Removed: Consolidated Statements of Cash Flows for the year ended December 31, 2020 and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 and the year ended December 31, 2018 (Predecessor periods)
+Added: Consolidated Statements of Shareholders’ Equity (Deficiency) for the years ended December 31, 2021 and 2020, and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 (Predecessor period)
+Added: Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020, and the period from December 14, 2019 through December 31, 2019 (Successor periods), and for the period from January 1, 2019 through December 13, 2019 (Predecessor period)
Notes to Consolidated Financial Statements
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Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Weatherford International plc and subsidiaries (the Company) as of December 31, 2020 and December 31, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the year ended December 31, 2020 and for the period from December 14, 2019 to December 31, 2019 (Successor periods), and for the period from January 1, 2019 to December 13, 2019 and for the year ended December 31, 2018 (Predecessor periods), and the related notes and financial statement schedule II (collectively, the consolidated financial statements).
+Added: We have audited the accompanying consolidated balance sheets of Weatherford International plc and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for each of the years in the two-year period ended December 31, 2021 and for the period from December 14, 2019 to December 31, 2019 (Successor periods) and for the period from January 1, 2019 to December 13, 2019 (Predecessor period), and the related notes and financial statement schedule II (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the Successor and Predecessor periods, in conformity with U.S.
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As discussed in Notes 2 and 3 to the consolidated financial statements, on September 11, 2019, the United States Bankruptcy Court for the Southern District of Texas entered an order confirming the Company’s plan for reorganization under Chapter 11, which became effective on December 13, 2019.
−Removed: Accordingly, the accompanying consolidated financial statements have been prepared in conformity with Accounting Standards Codification Subtopic 852-10, Reorganizations , for the Successor as a new entity with assets, liabilities, and a capital structure having carrying amounts not comparable with prior periods as described in Note 3.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update No.
−Removed: 2016-02, Leases .
+Added: Accordingly, the accompanying consolidated financial statements have been prepared in conformity with Accounting Standards Codification Subtopic 852-10, Reorganizations , for the Successor as a new entity with assets, liabilities, and a capital structure having carrying amounts not comparable with prior periods.
Basis for Opinion
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We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Valuation of Long-Lived Assets
−Removed: As discussed in Notes 1 and 10 to the consolidated financial statements, the Company records long-lived assets at cost and reviews such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable.
−Removed: The Company groups individual assets at the lowest level of identifiable cash flows and performs an undiscounted cash flow analysis to identify assets or asset groups that may not be recoverable.
−Removed: A fair value assessment is
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Assessment of impairment triggering events related to certain long-lived assets
+Added: As discussed in Notes 1 and 7 to the consolidated financial statements, the Company evaluates long-lived assets, consisting of property, plant and equipment, definite-lived intangible assets, and operating lease right-of-use assets, for impairment whenever events or changes in circumstances, known as triggering events, indicate that the carrying amount of an asset or asset group may not be recoverable.
+Added: The triggering events evaluated by the Company include reduced or expected sustained decreases in cash flows generated by an asset or asset group, negative changes in industry conditions (such as global rig count, commodity prices, and the global economy), a significant change in the long-lived asset’s use or physical condition, the introduction of competing technologies, and legal and regulatory challenges.
+Added: The carrying value of long-lived assets as of December 31, 2021 was $1.8 billion.
Weatherford International plc – 2021 Form 10-K | 42
−Removed: performed on assets or asset groups identified as not being recoverable using a discounted cash flow analysis to determine if an impairment has occurred.
−Removed: If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset or asset group.
−Removed: The carrying value of long-lived assets as of December 31, 2020 included property, plant and equipment, net of $1,236 million, definite-lived intangible assets of $810 million, and operating lease right-of-use assets of $138 million.
−Removed: The Company recognized an impairment charge of $814 million for the year ended December 31, 2020.
−Removed: We identified the valuation of certain long-lived assets to be a critical audit matter.
−Removed: The significant assumptions used to determine the fair value of certain asset groups, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the estimated discounted future cash flows by asset group, were challenging to test.
−Removed: A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those asset groups.
−Removed: Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s long-lived asset impairment process.
−Removed: This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of certain asset groups.
−Removed: We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for certain asset groups.
−Removed: We evaluated the forecasted revenues and forecasted operating margins by asset group by comparing to relevant historical results, changes in the business, and external industry data.
−Removed: In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those asset groups’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.
−Removed: Valuation of Goodwill
−Removed: As discussed in Notes 1 and 11 to the consolidated financial statements, the Company performs an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in circumstances indicate that the carrying value of a reporting unit might exceed its fair value.
−Removed: The fair values of reporting units are determined using a combination of the income approach and the market approach.
−Removed: If the carrying value of a reporting unit were to exceed its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
−Removed: The Company recognized an impairment loss of $239 million during the year ended December 31, 2020 reducing the carrying value of goodwill as of December 31, 2020 to $0.
−Removed: We identified the valuation of goodwill to be a critical audit matter.
−Removed: The significant assumptions used to determine the fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units, specifically the forecasted revenues, forecasted operating margins, and the discount rate used in the discounted future cash flows, were challenging to test.
−Removed: A high degree of subjective auditor judgment was required as changes to the significant assumptions could have a significant effect on the Company’s determination of the fair value of those reporting units.
−Removed: Additionally, specialized skills and knowledge were required in the assessment of the discount rate used in the valuation.
+Added: We identified the assessment of impairment triggering events related to certain long-lived asset groups as a critical audit matter.
+Added: The assessment of whether (i) reduced or expected sustained decreases in cash flows generated by an asset group and (ii) negative changes in industry conditions represented a triggering event required a higher degree of subjective auditor judgment.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s goodwill impairment process.
−Removed: This included controls related to the Company’s development of the significant assumptions listed above and the determination of fair value of the Middle East and North Africa and the Russia, Turkmenistan and Kazakhstan reporting units.
−Removed: We evaluated the reasonableness of the significant assumptions by evaluating the Company’s development of the forecasted revenues and forecasted operating margins assumptions for these reporting units.
−Removed: We evaluated the forecasted revenues and forecasted operating margins by reporting unit by comparing to relevant historical results, changes in the business, and external industry data.
−Removed: In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the selected discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable companies and (2) developing an estimate of those reporting units’ fair values by using the Company’s cash flow assumptions and the independently developed discount rate, and comparing the results to the Company’s fair value estimate.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s triggering events assessment.
+Added: This included a control related to the Company’s process to identify and evaluate triggering events that indicate the carrying value of an asset or asset group may not be recoverable.
+Added: We evaluated the Company’s identification of triggering events related to the evaluation of cash flow trends for certain asset groups by comparing historical cash flow trends to the asset groups’ carrying values.
+Added: Further, we evaluated the Company’s assessment of changes in industry conditions by comparing them to changes in global rig count, commodity prices, and economic outlook using data obtained from publicly available industry and market information.
We have served as the Company’s auditor since 2013.
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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and December 31, 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for the year ended December 31, 2020 and for the period from December 14, 2019 to December 31, 2019 (Successor periods) and for the period from January 1, 2019 to December 13, 2019 and for the year ended December 31, 2018 (Predecessor periods), and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 19, 2021 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficiency), and cash flows for each of the years in the two-year period ended December 31, 2021 and for the period from December 14, 2019 to December 31, 2019 (Successor periods) and for the period from January 1, 2019 to December 13, 2019 (Predecessor period), and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 17, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
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Period From Period From
−Removed: Year 12/14/2019 1/1/2019
−Removed: Ended through through Year Ended
+Added: 12/14/2019 1/1/2019
+Added: Years Ended through through
(Dollars and shares in millions, except per share amounts) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
−Removed: Products $ 1,435 $ 111 $ 1,819 $ 2,051
Services $ 2,353 $ 2,250 $ 150 $ 3,135
+Added: Products 1,292 1,435 111 1,819
Total Revenues 3,645 3,685 261 4,954
Costs and Expenses:
−Removed: Cost of Products 1,257 100 1,685 1,887
Cost of Services 1,547 1,550 108 2,168
+Added: Cost of Products 1,169 1,257 100 1,685
Research and Development 85 97 7 136
Selling, General and Administrative 738 837 45 895
−Removed: Impairments and Other Charges 1,236 — 1,104 2,155
+Added: Goodwill and Long-Lived Assets Impairment — 1,053 — 750
Restructuring Charges — 206 — 189
+Added: Other Charges (Credits), Net ( 10 ) 171 — 339
Prepetition Charges — — — 86
−Removed: Gain on Sale of Operational Assets ( 12 ) — ( 15 ) —
Gain on Sale of Businesses, Net — — — ( 112 )
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Other Income (Expense):
−Removed: Reorganization Items ( 9 ) ( 4 ) 5,389 —
Interest Expense, Net ( 260 ) ( 251 ) ( 12 ) ( 362 )
+Added: Loss on Extinguishment of Debt and Bond Redemption Premium ( 170 ) — — —
+Added: Loss on Termination of ABL Credit Agreement — ( 15 ) — —
+Added: Reorganization Items — ( 9 ) ( 4 ) 5,389
Other Expense, Net ( 29 ) ( 53 ) — ( 26 )
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12/14/2019 1/1/2019
−Removed: Year Ended through through Year Ended
+Added: Years Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
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Interest Rate Derivative Loss — — — 8
−Removed: Other — — — 1
Other Comprehensive Income (Loss) 8 ( 52 ) 9 49
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Restricted Cash 162 167
−Removed: Accounts Receivable, Net of Allowance for Credit Losses of $ 32 at December 31, 2020
−Removed: and $ 0 at December 31, 2019
+Added: Accounts Receivable, Net of Allowance for Credit Losses of $ 31 at December 31, 2021 and $ 32 at December 31, 2020
Inventories, Net 670 717
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Property, Plant and Equipment, Net of Accumulated Depreciation of $ 623 at December 31, 2021 and $ 367 at December 31, 2020
−Removed: Goodwill — 239
Intangible Assets, Net of Accumulated Amortization of $ 328 at December 31, 2021 and
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Retained Deficit ( 2,397 ) ( 1,947 )
−Removed: Accumulated Other Comprehensive Income (Loss) ( 43 ) 9
+Added: Accumulated Other Comprehensive Loss ( 35 ) ( 43 )
Weatherford Shareholders’ Equity 472 907
−Removed: Noncontrolling Interests (“NCI”) 30 36
+Added: Noncontrolling Interests 24 30
Total Shareholders’ Equity 496 937
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Comprehensive
−Removed: Income (Loss) Non-controlling Interests Total Shareholders’ (Deficiency) Equity
−Removed: Balance at December 31, 2017 (Predecessor) $ 1 $ 6,655 $ ( 5,763 ) $ ( 1,519 ) $ 55 $ ( 571 )
−Removed: Net Income (Loss) — — ( 2,811 ) — 20 ( 2,791 )
−Removed: Other Comprehensive Loss — — — ( 227 ) — ( 227 )
−Removed: Dividends Paid to NCI — — — — ( 16 ) ( 16 )
−Removed: Adoption of Accounting Standard — — ( 97 ) — — ( 97 )
−Removed: Equity Awards Granted, Vested and
−Removed: Exercised — 52 — — — 52
−Removed: Other — 4 — — ( 20 ) ( 16 )
+Added: Income (Loss) Non-controlling Interests Total Shareholders’ Equity (Deficiency)
Balance at December 31, 2018 (Predecessor) $ 1 $ 6,711 $ ( 8,671 ) $ ( 1,746 ) $ 39 $ ( 3,666 )
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Other Comprehensive Income — — — 49 — 49
−Removed: Dividends Paid to NCI — — — — ( 22 ) ( 22 )
+Added: Dividends to NCI — — — — ( 22 ) ( 22 )
Equity Awards Granted, Vested and
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Other Comprehensive Income — — — $ ( 52 ) — ( 52 )
−Removed: Dividends Paid to NCI — — — — ( 28 ) ( 28 )
+Added: Dividends to NCI — — — — ( 28 ) ( 28 )
Balance at December 31, 2020 (Successor) $ — $ 2,897 $ ( 1,947 ) $ (43) $ 30 $ 937
+Added: Net Income (Loss) — — ( 450 ) — 21 ( 429 )
+Added: Equity Awards, Granted, Vested and Exercised — 7 — — — 7
+Added: Other Comprehensive Income — — — 8 — 8
+Added: Dividends to NCI — — — — ( 27 ) ( 27 )
+Added: Balance at December 31, 2021 (Successor) $ — $ 2,904 $ ( 2,397 ) $ ( 35 ) $ 24 $ 496
The accompanying notes are an integral part of these consolidated financial statements.
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Period From Period From
−Removed: Year 12/14/2019 1/1/2019 Year
−Removed: Ended through through Ended
+Added: 12/14/2019 1/1/2019
+Added: Years Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
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Depreciation and Amortization 440 503 34 447
+Added: Bond Redemption Premium and Loss on Extinguishment of Debt and Termination of ABL Credit Agreement 170 15 — —
Gain on Settlement of Liabilities Subject to Compromise — — — ( 4,297 )
Reorganization Items — — — ( 1,161 )
−Removed: Long-lived Asset Impairments 814 — 20 151
−Removed: Goodwill Impairment 239 — 730 1,917
+Added: Goodwill and Long-Lived Assets Impairment — 1,053 — 750
Inventory Charges 62 210 — 159
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Employee Share-Based Compensation Expense 25 — — 46
+Added: Loss (Gain) on Disposition of Assets ( 22 ) 2 — —
Gain on Sale Businesses, Net — — — ( 112 )
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Capital Expenditures for Property, Plant and Equipment $ ( 85 ) $ ( 154 ) $ ( 20 ) $ ( 250 )
−Removed: Acquisition of Assets Held for Sale — — — ( 31 )
−Removed: Acquisitions of Businesses, Net of Cash Acquired — — — 4
−Removed: Acquisition of Intangible Assets ( 4 ) ( 1 ) ( 13 ) ( 28 )
Proceeds from Divestiture of Businesses and Investments — 11 7 328
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Proceeds from Bond Maturities — 50 — —
+Added: Other Investing Activities ( 39 ) ( 4 ) ( 1 ) ( 13 )
Net Cash Provided by (Used in) Investing Activities $ ( 83 ) $ ( 75 ) $ ( 14 ) $ 149
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Borrowings of Long-term Debt $ 2,073 $ 453 $ — $ 1,600
−Removed: Borrowings on Debtor in Possession (“DIP”) Credit Agreement — — 1,529 —
−Removed: Repayment on DIP Credit Agreement upon Emergence — — ( 1,529 ) —
Repayments of Long-term Debt ( 2,313 ) ( 9 ) ( 1 ) ( 318 )
+Added: Bond Redemption Premium ( 131 ) — — —
Repayments of Short-term Debt, Net ( 4 ) ( 27 ) ( 1 ) ( 347 )
+Added: Borrowings on Debtor in Possession (“DIP”) Credit Agreement — — — 1,529
+Added: Repayment on DIP Credit Agreement upon Emergence — — — ( 1,529 )
DIP Financing Fees and Payments on Backstop Agreement — — — ( 137 )
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Organization and Nature of Operations
−Removed: Weatherford International plc (“Weatherford Ireland”), an Irish public limited company, together with its subsidiaries (“Weatherford,” the “Company,” “we,” “us” and “our”), is a multinational oilfield service company.
−Removed: Weatherford is one of the world’s leading providers of equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells.
−Removed: We operate in over 75 countries and have service and sales locations in oil and natural gas producing regions globally.
+Added: Weatherford International plc (“Weatherford Ireland”), an Irish public limited company, together with its subsidiaries (“Weatherford,” the “Company,” “we,” “us” and “our”), is a multinational energy services company.
+Added: Weatherford is one of the world’s leading providers of equipment and services used in the drilling, evaluation, completion, production and intervention of oil, geothermal and natural gas wells.
+Added: We operate in approximately 75 countries and have service and sales locations in oil and natural gas producing regions globally.
Many of our businesses, including those of our predecessor companies, have been operating for more than 50 years.
The authorized share capital of Weatherford includes 1.356 billion ordinary shares with a par value of $ 0.001 per share.
−Removed: The delisting of our ordinary shares from the New York Stock Exchange (“NYSE”) became effective on April 27, 2020.
−Removed: Our ordinary shares were deregistered under Section 12(b) of the Exchange Act on July 16, 2020.
−Removed: We continue to evaluate listing options and intend to relist our ordinary shares when our Board of Directors determines market conditions are appropriate.
−Removed: The Company intends to continue filing periodic reports with the Securities and Exchange Commission (“SEC”) on a voluntary basis.
−Removed: Our ordinary shares trade on the OTC Pink Marketplace under the ticker symbol “WFTLF”.
+Added: On June 1, 2021, The Nasdaq Stock Market LLC stock exchange (“NASDAQ”) approved our application for the listing of our ordinary shares.
+Added: In connection with the listing, we became subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).
+Added: Our ordinary shares began trading on The Nasdaq Global Select Market on June 2, 2021 under the ticker symbol “WFRD”.
Basis of Presentation and Principles of Consolidation
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All material intercompany accounts and transactions have been eliminated in consolidation.
−Removed: Certain prior year amounts have been reclassified to conform to the current year presentation, including those related to the adoption of new accounting standards.
+Added: Certain prior year amounts have been reclassified to conform to the current year presentation, including “Note 4 – Segment Information”.
Prior year net income (loss) and shareholders’ equity (deficiency) were not affected by these reclassifications.
Use of Estimates
−Removed: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.
+Added: The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period, and disclosure of contingent assets and liabilities.
−Removed: On an on-going basis, we evaluate our estimates and assumptions, including those related to allowance for credit losses, inventory valuation reserves, recoverability of long-lived assets, valuation of goodwill, useful lives used in depreciation and amortization, income taxes and related valuation allowance, accruals for contingencies, actuarial assumptions to determine costs and liabilities related to employee benefit plans, and share-based compensation.
+Added: On an on-going basis, we evaluate our estimates and assumptions, including those related to allowance for credit losses, inventory valuation reserves, recoverability of long-lived assets, useful lives used in depreciation and amortization, income taxes and related valuation allowance, accruals for contingencies, actuarial assumptions to determine costs and liabilities related to employee benefit plans, and share-based compensation.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
+Added: We believe the most significant estimates and assumptions are associated with the recoverability of long-lived assets impairment assessment, inventory valuation reserves and estimating our income tax provision, including uncertain tax positions and the valuation of deferred taxes.
Actual results could differ from those estimates.
−Removed: For information about our use of estimates relating to Fresh Start Accounting, refer to Note 3 – Fresh Start Accounting for further details.
Bankruptcy and Fresh Start Accounting
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On December 13, 2019 (“Effective Date” or “Fresh Start Reporting Date”) after all conditions to effectiveness were satisfied, we emerged from bankruptcy after successfully completing the reorganization pursuant to the Plan.
+Added: During bankruptcy in 2019, we classified all income, expenses, gains or losses that were incurred or realized as a result of the Chapter 11 proceedings as “Reorganization Items” in our 2019 Consolidated Statements of Operations through the Effective Date.
Weatherford International plc – 2021 Form 10-K | 50
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: During bankruptcy in 2019 we segregated liabilities and obligations whose treatment and satisfaction were dependent on the outcome of the Chapter 11 proceedings and classified these items as “Liabilities Subject to Compromise” with respect to the Predecessor (as defined below) as shown in “Note 3 – Fresh Start Accounting”.
−Removed: In addition, we classified all income, expenses, gains or losses that were incurred or realized as a result of the Chapter 11 proceedings as “Reorganization Items” in our 2019 Consolidated Statements of Operations through the Effective Date.
−Removed: In accordance with ASC 852, we qualified for and adopted fresh start accounting (“Fresh Start Accounting”) on the Fresh Start Reporting Date, at which point we became a new entity for financial reporting because (i) the holders of the then existing ordinary shares of the Predecessor company received less than 50% of the new ordinary shares of the Successor company outstanding upon emergence and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims.
−Removed: Upon adoption of Fresh Start Accounting as reflected in “Note 3 – Fresh Start Accounting,” the reorganization value derived from the enterprise value associated with the Plan was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their estimated fair values (except for deferred income taxes), with the remaining excess value allocated to Goodwill in accordance with ASC 805 – Business Combinations.
+Added: In accordance with Accounting Standards Codification “ASC” 852 - Reorganizations, we qualified for and adopted fresh start accounting (“Fresh Start Accounting”) on the Fresh Start Reporting Date, at which point we became a new entity for financial reporting because (i) the holders of the then existing ordinary shares of the Predecessor company received less than 50% of the new ordinary shares of the Successor company outstanding upon emergence and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims.
+Added: Upon adoption of Fresh Start Accounting, the reorganization value derived from the enterprise value associated with the Plan was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their estimated fair values (except for deferred income taxes), with the remaining excess value allocated to Goodwill in accordance with ASC 805 – Business Combinations.
Deferred income tax amounts were determined in accordance with ASC 740 – Income Taxes.
−Removed: The Effective Date fair values of the Company’s assets and liabilities differ materially from their recorded values as reflected on the Predecessor balance sheets.
−Removed: References to “Predecessor” relate to the Consolidated Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 and for the year ended December 31, 2018 (“Predecessor Periods”).
−Removed: References to “Successor” relate to the Consolidated Balance Sheets of the reorganized Company as of December 31, 2020 and 2019 and Consolidated Statements of Operations for the year ended December 31, 2020 and for the period from December 14, 2019 through December 31, 2019 (“Successor Periods”) and are not comparable to the Consolidated Financial Statements of the Predecessor as indicated by the “black line” division in the financials and footnote tables, which emphasizes the lack of comparability between amounts presented.
−Removed: In addition, “Note 3 – Fresh Start Accounting” provides a summary of the Predecessor Consolidated Balance Sheet as of December 13, 2019 in the first column, and then presents adjustments to reflect the Plan and fresh start impacts to derive the opening Successor Consolidated Balance Sheet as of December 13, 2019.
−Removed: The Company’s financial results for periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.
+Added: For more information, see “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting.” The Company’s financial results for periods following the application of Fresh Start Accounting are and will be different from the Predecessor historical trends and the differences may be material.
+Added: References to “Predecessor” relate to the Consolidated Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 (“Predecessor Period”).
+Added: References to “Successor” relate to the Consolidated Balance Sheets of the reorganized Company as of December 31, 2021 and 2020 and Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 and for the period from December 14, 2019 through December 31, 2019 (“Successor Periods”) and are not comparable to the Consolidated Financial Statements of the Predecessor as indicated by the “black line” division in the financials and footnote tables, which emphasizes the lack of comparability between amounts presented.
Cash and Cash Equivalents
2 unchanged sentences
Our restricted cash balance of $ 162 million at December 31, 2021 and $ 167 million at December 31, 2020 primarily includes cash collateral for certain of our letters of credit facilities.
−Removed: At December 31, 2019, restricted cash also included cash escrowed for the payment of bankruptcy professional fees.
Allowance for Credit Losses on Accounts Receivables
−Removed: We establish an allowance for credit losses based on various factors to include historical experience, current conditions and environments in which our customers operate, the aging status and reasonable and supportable forecasts.
+Added: We establish an allowance for credit losses based on various factors to including historical experience, current conditions and environments in which our customers operate, the aging status and reasonable and supportable forecasts.
+Added: The determination of the collectability requires us to use estimates and make judgments regarding future events and trends, including monitoring our customers’ payment history and current creditworthiness, as well as consideration of the overall business and political climate in which our customers operate.
Our customer base has generally similar collectability risk characteristics, although risk profiles can vary between larger independent customers and state-owned customers, which may have a lower risk than smaller independent customers.
−Removed: Provisions for credit losses are recorded based on estimated losses that customer accounts are uncollectible.
+Added: Provisions for credit losses are recorded based on estimated losses on customer accounts that may become uncollectible.
Major Customers and Credit Risk
4 unchanged sentences
International sales also present various risks, including risks of war, civil disturbances and governmental activities that may limit or disrupt markets, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property without fair consideration.
−Removed: Weatherford International plc – 2020 Form 10-K | 52
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: our international sales are to large international or national oil companies and these sales may result in a concentration of receivables from such companies.
−Removed: As of December 31, 2020, the Eastern and Western Hemisphere accounted for 54 % and 46 %, respectively, of our total net outstanding accounts receivable on our Consolidated Balance Sheets.
+Added: Most of our international sales are to large international or national oil companies and these sales may result in a concentration of receivables from such companies.
As of December 31, 2021, accounts receivable in Mexico and the U.S.
accounted for 22 % and 15 %, respectively, of our total net outstanding account receivables.
+Added: Although we have experienced delay of payments in Mexico, the balances due are not
+Added: Weatherford International plc – 2021 Form 10-K | 51
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: in dispute and we do not expect to have any material write-offs of receivables in the country.
No other country accounted for more than 10% of our net outstanding accounts receivables balance.
5 unchanged sentences
We maintain reserves for excess, slow moving and obsolete inventory and we may periodically recognize additional charges for inventory in which we determine there is no forecasted demand.
−Removed: Inventory held as of our 2019 emergence date was remeasured to fair value.
−Removed: Refer to Note 3 – Fresh Start Accounting for further details.
Property, Plant and Equipment (“PP&E”)
−Removed: PP&E, both owned and under finance leases, is initially stated at cost and depreciated over its estimated life.
+Added: PP&E is both owned and under finance leases, and is initially stated at cost and depreciated over its estimated life.
Subsequently, PP&E is measured at cost less accumulated depreciation and impairment losses.
8 unchanged sentences
Machinery and other 2 – 12 years
−Removed: PP&E held as of our 2019 emergence date was remeasured to fair value and new estimated useful lives were determined.
−Removed: Refer to Note 3 – Fresh Start Accounting for further details.
−Removed: Weatherford International plc – 2020 Form 10-K | 53
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Goodwill and Intangible Assets
−Removed: Goodwill represents the excess of consideration paid (or with respect to our 2019 Fresh Start Accounting, the excess of reorganization value) over the fair value of net tangible and identifiable intangible assets acquired.
−Removed: Goodwill is not amortized but is evaluated for impairment.
−Removed: When we have recognized goodwill on our consolidated balance sheet, we performed an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in the circumstances indicates that the carrying value of a reporting unit might exceed its fair value.
+Added: As of December 31, 2021 and 2020, we no longer carried goodwill on our Consolidated Balance Sheets.
+Added: See Note 11 – Goodwill and Intangibles, Net for further discussion.
+Added: Goodwill represented the excess of consideration paid (or with respect to our 2019 Fresh Start Accounting, the excess of reorganization value) over the fair value of net tangible and identifiable intangible assets acquired.
+Added: Goodwill was not amortized but was evaluated for impairment.
+Added: When we carried goodwill on our Consolidated Balance Sheets, we performed an impairment test for goodwill annually as of October 1 or more frequently whenever events and changes in the circumstances indicate that the carrying value of a reporting unit might exceed its fair value.
The quantitative step of the goodwill impairment test involves a comparison of the fair value of each of our reporting units that have goodwill assigned with their carrying values.
If the carrying value of a reporting unit’s goodwill were to exceed its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
+Added: Other Intangible Assets
With respect to the Successor and as a result of Fresh Start Accounting, our newly established identifiable intangible assets included developed technologies and our trade name.
Successor identifiable intangible assets are being amortized on a straight-line basis over their estimated economic lives generally ranging from five to 10 years.
+Added: We amortize developed technology over 5 years and our trade names over 10 years.
As many areas of our business rely on patents and proprietary technology, we seek patent protection both inside and outside the U.S.
1 unchanged sentence
We capitalize patent defense costs when we determine that a successful defense is probable.
+Added: Weatherford International plc – 2021 Form 10-K | 52
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Long-Lived Assets
−Removed: Long-lived assets consisting of PP&E, intangible assets, and operating lease right-of-use assets are initially recorded at cost and reviewed whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable.
−Removed: Factors that might indicate a potential impairment may include, but are not limited to, significant decreases in the market value of the long-lived asset or asset group, a significant change in the long-lived asset’s physical condition, the introduction of competing technologies, legal challenges, a reduction in the utilization rate of the assets, a change in industry conditions or a reduction in cash flows associated with the use of the long-lived asset.
−Removed: If these or other factors are present, the Company performs an undiscounted cash flow analysis to identify if the asset or asset group may not be recoverable.
−Removed: A fair value assessment is performed on assets or asset groups identified as not being recoverable using a discounted cash flow analysis to determine if an impairment has occurred.
−Removed: If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset or asset group.
−Removed: We estimate the fair value of the asset or asset group using market prices when available or, in the absence of market prices, based on an estimate of discounted cash flows or replacement cost.
−Removed: Cash flows are generally discounted using an interest rate commensurate with a weighted average cost of capital for a similar asset.
+Added: Long-lived assets to be held and used are reviewed to determine whether any events or changes in circumstances, known as triggering events, indicate that we may not be able to recover the carrying amount of the asset or asset group.
+Added: Triggering events include, but are not limited to, reduced or expected sustained decreases in cash flows generated by an asset group, negative changes in industry conditions (such as global rig count, commodity prices, and the global economy), a significant change in the long-lived asset’s use or physical condition, the introduction of competing technologies, and legal and regulatory challenges.
+Added: The Company groups individual assets at the lowest level of identifiable cash flows and, if impairment triggers are present, performs an undiscounted cash flow analysis to identify assets or asset groups that may not be recoverable.
Long-lived assets held as of our 2019 emergence date were remeasured to fair value.
8 unchanged sentences
dollar are translated using average exchange rates during the period.
−Removed: Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates, and the resulting translation adjustments are included in “Accumulated Other Comprehensive Income (Loss)”, a component of Shareholders’ Equity (Deficiency).
+Added: Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates, and the resulting translation adjustments are included in “Accumulated Other Comprehensive Loss”, a component of Shareholders’ Equity (Deficiency).
For our subsidiaries that have a functional currency that differs from the currency of their balances and transactions, inventories, PP&E and other non-monetary assets and liabilities, together with their related elements of expense or income, are remeasured into the functional currency using historical exchange rates.
All monetary assets and liabilities are remeasured into the functional currency at current exchange rates.
−Removed: All revenues and expenses are translated into the functional currency at
−Removed: Weatherford International plc – 2020 Form 10-K | 54
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: average exchange rates.
+Added: All revenues and expenses are translated into the functional currency at average exchange rates.
Remeasurement gains and losses for these subsidiaries are recognized in our results of operations during the period incurred.
1 unchanged sentence
Share-Based Compensation
−Removed: We account for all share-based payment awards, including shares issued under restricted shares, restricted share units and performance units by measuring these awards at the date of grant and recognizing the grant date fair value as an expense, net of expected forfeitures, over the service period, which is usually the vesting period.
+Added: We account for equity-classified share-based payment awards, including awards issued under employee stock purchase plans, stock options, restricted shares, restricted share units and performance units by measuring these awards at the date of grant and recognizing the grant date fair value as an expense, net of forfeitures, over the service period, which is usually the vesting period.
+Added: Liability-classified awards, such as phantom restricted share units, are remeasured at their current market value at the end of each reporting period over the service period.
We account for taxes under the asset and liability method.
3 unchanged sentences
The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority.
+Added: Weatherford International plc – 2021 Form 10-K | 53
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
We lease certain facilities, land, vehicles, and equipment.
1 unchanged sentence
we recognize lease expense for these leases on a straight-line basis over the lease term.
−Removed: Effective January 1, 2019, we adopted ASU No.
−Removed: 2016-02, Leases (Topic 842).
−Removed: Upon adoption, operating right of use (“ROU”) assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date.
−Removed: Operating leases in effect prior to January 1, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of January 1, 2019.
+Added: Operating lease right of use (“ROU”) assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date.
We determine if an arrangement is classified as a lease at inception of the arrangement.
−Removed: As most of our leases do not provide an implicit rate of return, we use our incremental borrowing rate, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments, which is updated on a quarterly basis.
+Added: As most of our leases do not provide an implicit rate of return, on a quarterly basis, we use our incremental borrowing rate, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments.
For certain equipment leases, such as copiers and vehicles, we account for the leases under a portfolio method.
9 unchanged sentences
The accuracy of these estimates is impacted by the complexity of the associated issues.
−Removed: Weatherford International plc – 2020 Form 10-K | 55
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Revenue Recognition
7 unchanged sentences
Contract Balances
−Removed: The timing of revenue recognition, billings and cash collections results in billed accounts receivable, contract assets (including unbilled receivables), and customer advances and deposits (contract liabilities classified as deferred revenues).
−Removed: Receivables for products and services with customers are included in “Accounts Receivable, Net,” contract assets are included in “Other Current Assets” and contract liabilities are included in “Other Current Liabilities” on our Consolidated Balance Sheets.
+Added: The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable, contract assets, and customer advances and deposits (contract liabilities classified as deferred revenues).
+Added: Receivables are included in “Accounts Receivable, Net,” contract assets are included in “Other Current Assets” and contract liabilities are included in “Other Current Liabilities” on our Consolidated Balance Sheets.
Consideration under certain contracts such as turnkey or lump sum contracts may be classified as contract assets as the invoicing occurs once the performance obligations have been satisfied while the customer simultaneously receives and consumes the benefits provided.
1 unchanged sentence
We may also have contract liabilities and defer revenues for certain product sales that are not distinct from their installation.
+Added: Weatherford International plc – 2021 Form 10-K | 54
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Performance Obligations
17 unchanged sentences
and (d) whether we are unable to utilize the product or direct it to another customer.
−Removed: We account for individual products and services separately if they are distinct and the product or service is separately
−Removed: Weatherford International plc – 2020 Form 10-K | 56
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
+Added: We account for individual products and services separately if they are distinct and the product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
The consideration, including any discounts, is allocated between separate products and services based on their standalone selling prices.
13 unchanged sentences
Diluted earnings (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including participating securities and any potential dilutive shares, when applicable.
+Added: Weatherford International plc – 2021 Form 10-K | 55
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Unvested share-based payment awards and other instruments issued by the Company that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and are included in the computation of earnings per share following the two-class method.
+Added: Accounting Standards Issued Not Yet Adopted
+Added: Evaluations of all other new accounting pronouncements that have been issued, but not yet effective are on-going, and at this time are not expected to have a material impact on our Consolidated Financial Statements.
2 – Emergence from Chapter 11 Bankruptcy Proceedings
7 unchanged sentences
Bankruptcy Court for the Southern District of Texas (the “Cases”).
−Removed: Payments Due on Certain Indebtedness
−Removed: The Weatherford Parties’ 7.75 % Senior Notes due 2021, 8.25 % Senior Notes due 2023 and 6.80 % Senior Notes due 2037 (together, “Certain Senior Notes”) provided for an aggregate $ 69 million interest payment that became due on June 15, 2019.
−Removed: The applicable indenture governing the Certain Senior Notes provided a 30-day grace period that extended the latest date for making this interest payment to July 16, 2019, before an event of default would occur under the applicable indenture.
−Removed: The Weatherford Parties elected to not make this interest payment on the due date and to utilize the 30-day grace period provided by the indentures.
−Removed: As a result of filing the Cases on July 1, 2019, an event of default occurred under each indenture governing these unsecured notes, which automatically accelerated maturity of the principal, plus any accrued and unpaid interest, on such series of unsecured notes and certain other obligations of the Weatherford Parties.
−Removed: Any efforts to enforce such payment obligations under the unsecured notes or other accelerated obligations of the Weatherford Parties were automatically stayed as a result of the Cases, and the creditors’ rights of enforcement in respect of the unsecured notes and other accelerated obligations of the Weatherford Parties were subject to the applicable provisions of the Bankruptcy Code.
−Removed: In addition, all of the Weatherford
−Removed: Weatherford International plc – 2020 Form 10-K | 57
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Parties’ prepetition unsecured senior notes and related unpaid interest were classified as “Liabilities Subject to Compromise” on our 2019 Consolidated Balance Sheets during bankruptcy as further defined herein and in subsequent disclosures throughout and with respect to the Predecessor as shown in “Note 3 – Fresh Start Accounting”.
−Removed: The Weatherford Parties’ Term Loan Agreement required a quarterly payment of $ 12.5 million plus interest that became due on June 30, 2019.
−Removed: On July 1, 2019, the Weatherford Parties and the Term Loan Lenders entered into a Term Loan Forbearance Agreement where the lenders agreed to forbear from exercising their rights and remedies available to them, including the right to accelerate any indebtedness, for a specified period of time.
−Removed: On July 3, 2019, all unpaid principal and interest under the Term Loan Agreement were repaid in full.
−Removed: See discussion below.
−Removed: Forbearance Agreements
−Removed: On July 1, 2019, the Weatherford Parties and the Credit Agreement Lenders under the Amended and Restated Credit Agreement (the “A&R Credit Agreement”), dated as of May 9, 2016, among WOFS Assurance Limited and Weatherford Bermuda, as borrowers, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto entered into a forbearance agreement (the “Credit Agreement Forbearance Agreement”) with respect to certain defaults under the A&R Credit Agreement, including those arising from the Weatherford Parties’ commencement of the Cases.
−Removed: On July 1, 2019, the Weatherford Parties and the Term Loan Lenders under the Term Loan Agreement, dated as of May 4, 2016, among Weatherford Bermuda, as borrower, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the “Term Loan Agreement”) entered into a forbearance agreement (the “Term Loan Forbearance Agreement”) with respect to certain defaults under the Term Loan Agreement.
−Removed: On July 3, 2019, the Company repaid in full its outstanding indebtedness under the Term Loan.
−Removed: On July 1, 2019, the Weatherford Parties and the 364-Day Lenders under the 364-Day Revolving Credit Agreement, dated August 16, 2018, among Weatherford Bermuda, as borrower, the other borrowers party thereto, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (“364-Day Credit Agreement”) entered into a forbearance agreement (the “364-Day Revolving Forbearance Agreement”) with respect to certain defaults under the 364-Day Credit Agreement.
−Removed: On July 3, 2019, the Company repaid in full its outstanding indebtedness under the 364-Day Revolving Credit Agreement.
−Removed: On July 1, 2019, the Weatherford Parties and three lenders under the DIP Credit Agreement (the “Swap Counterparties”) each party to a hedging agreement with Weatherford Bermuda for the purpose of hedging foreign currency exposure incurred by the Weatherford Parties (each, a “Swap Agreement” and, collectively, the “Swap Agreements”) entered into a consent to swap agreement termination forbearance (the “Swap Forbearance Agreement”) with respect to certain defaults under the Swap Agreements.
−Removed: Specifically, under the Swap Forbearance Agreement, the Swap Counterparties agreed to forbear from exercising their rights and remedies available to them due to certain Events of Default and Termination Events defined in the agreements for a specified period of time.
−Removed: On July 3, 2019, the Weatherford Parties entered into amended and restated Swap Agreements with such Swap Counterparties to govern existing and future foreign currency transactions entered into with such Swap Counterparties.
−Removed: Backstop Commitment Agreement
−Removed: On July 1, 2019, the Weatherford Parties and the commitment parties thereto (the “Initial Commitment Parties”) entered into a Backstop Commitment Agreement.
−Removed: Pursuant to the terms of the Plan, and subject to approval by the Bankruptcy Court in connection with confirmation of the Plan, the Company agreed to offer to holders of its existing unsecured notes, including the Commitment Parties, subscription rights to purchase the Exit Notes in aggregate principal amount of $ 1.25 billion, upon the Company’s emergence from bankruptcy.
−Removed: On September 9, 2019, the Weatherford Parties, certain of the Initial Commitment Parties and certain additional commitment parties (the “Additional Commitment Parties” and, together with the Initial Commitment Parties, the “Commitment Parties”) entered into an amendment to the Backstop Commitment Agreement.
−Removed: The Backstop Commitment Agreement Amendment provided for (i) the joinder of the Additional Commitment Parties to the Backstop Commitment Agreement, (ii) the increase in the backstop commitment by $ 350 million (the “Increased Commitment”) from $ 1.25 billion to up to $ 1.6 billion, and (iii) an amendment to the Backstop Commitment Agreement to account for the changes reflected in the Third RSA Amendment.
−Removed: Subject to the terms and conditions contained in the Backstop Commitment Agreement, the Consenting Creditors agreed to purchase any Exit Notes that were not duly subscribed for pursuant to the rights offering at a price equal to $1,000 per $1,000 in
−Removed: Weatherford International plc – 2020 Form 10-K | 58
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: principal amount of the Exit Notes purchased by such Commitment Party.
−Removed: On July 1, 2019, as consideration for the commitment, the Weatherford Parties made an aggregate payment of $ 62.5 million in cash to the Commitment Parties.
−Removed: As consideration for the Increased Commitment agreed to on September 9, 2019, the Weatherford Parties made an aggregate payment of $ 18.7 million in cash to certain of the Commitment Parties upon our emergence date.
−Removed: Debtor in Possession Credit Agreement
−Removed: On July 3, 2019, the Weatherford Parties entered into a senior secured superpriority debtor in possession credit agreement (the “DIP Credit Agreement”).
−Removed: The DIP Credit Agreement had two debtor in possession (“DIP”) facilities to provide liquidity during the pendency of the Cases.
−Removed: The facilities consisted of (a) a DIP revolving credit facility in the principal amount of up to $ 750 million provided by banks or other lenders and (b) a DIP term loan facility in the amount of up to $ 1.0 billion, which was fully backstopped by the Consenting Creditors.
−Removed: The DIP Credit Agreement matured on the date of completion of the Transaction.
−Removed: On July 3, 2019, the Weatherford Parties borrowed approximately $ 1.4 billion under the DIP Credit Agreement and the proceeds were used to repay certain prepetition indebtedness, cash collateralize certain obligations with respect to letters of credit and similar instruments and finance the working capital needs and general corporate purposes of the Weatherford Parties and certain of their subsidiaries.
−Removed: On July 3, 2019, the Company repaid all outstanding amounts due under the secured Term Loan Agreement and 364-Day Credit Agreement totaling approximately $ 616 million with borrowings from our DIP Credit Agreement.
−Removed: In addition, the Company cash collateralized approximately $ 271 million of letters of credit and similar instruments with borrowings from the DIP Credit Agreement.
−Removed: We repaid our DIP Credit Agreement borrowings in full on the Effective Date.
−Removed: Plan Confirmation
−Removed: On August 23, 2019, the Weatherford Parties entered into the second amendment of the RSA (the “Second RSA Amendment”) with certain of the noteholders, and certain equity holders who collectively held approximately 208 million shares of the Weatherford’s outstanding ordinary shares (the “Consenting Equity Holders”) which joined the Consenting Equity Holders as parties to the RSA.
−Removed: In addition, it provided for the payment of $ 250 thousand to the Consenting Equity Holders’ counsel and amended the terms of the new warrants to be issued under the Plan to the holders of the Company’s existing ordinary shares.
−Removed: The amended new warrant terms include extending the maturity date of the warrants to four years after the effective date of the Plan and reduced the exercise price.
−Removed: Pursuant to the terms of the Third RSA Amendment, the Weatherford Parties agreed to issue a single tranche of up to $ 2.1 billion aggregate principal amount of new unsecured notes (“Exit Notes”) upon emergence from bankruptcy, consisting of up to $ 1.6 billion of Exit Notes were issued for cash to holders of subscription rights issued in a rights offering (the “Exit Rights Offering Notes”) and to holders of Unsecured Notes Claims and $ 500 million of Exit Notes issued on a pro rata basis (the “Exit Takeback Notes”).
−Removed: The Exit Notes were issued in lieu of the two tranches of new unsecured notes in aggregate principal amount of $ 2.5 billion previously contemplated by the original RSA.
−Removed: On September 11, 2019, the Transaction was approved through the confirmation of the Plan filed in the Cases.
−Removed: The amended RSA and the confirmed Plan contemplated a comprehensive deleveraging of our balance sheet and provided, in pertinent part, and were executed as follows (as further described in later paragraphs):
−Removed: • Our existing unsecured notes were cancelled and exchanged for 99 % of the ordinary shares of the reorganized Company (“New Common Stock”) and the Weatherford Parties issued a single tranche of up to $ 2.1 billion aggregate principal amount of new Exit Notes upon emergence from bankruptcy, consisting of up to $ 1.6 billion of Exit Rights Offering Notes (fully backstopped by Commitment Parties in the Backstop Commitment Agreement) issued for cash to holders of subscription rights issued in a rights offering and $ 500 million of Exit Takeback Notes issued on a pro rata basis with a five-year maturity.
−Removed: • All trade claims against the Company whether arising prior to or after the commencement of the Cases were paid in full in the ordinary course of business.
−Removed: • Our existing equity was cancelled and exchanged for 1 % of the New Common Stock and four-year warrants to purchase 10 % of the New Common Stock, both subject to dilution on account of the equity issued pursuant
−Removed: Weatherford International plc – 2020 Form 10-K | 59
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: to the management incentive plan.
−Removed: The strike price of the warrants was set at an equity value at which the noteholders received a recovery equal to par as of the date of the commencement of the Cases in respect of the existing unsecured notes and all other general unsecured claims that were pari passu with the existing unsecured notes.
−Removed: Our affiliates entities that did not file voluntary petitions under the Bankruptcy Code continued operating their businesses and facilities without disruption to customers, vendors, partners or employees.
−Removed: Weatherford Bermuda commenced provisional liquidation proceedings (“Bermuda Proceedings”) pursuant to the Bermuda Companies Act 1981 by presenting a winding up petition to the Supreme Court of Bermuda (“Bermuda Court”).
−Removed: The Bermuda Court appointed a provisional liquidator who acted as an officer of the Bermuda Court.
−Removed: The appointment of the provisional liquidator provided an automatic statutory stay of proceedings in Bermuda against Weatherford Bermuda and its assets.
−Removed: On the return date of September 6, 2019 for the Bermuda petition - similar to a second day hearing in a Chapter 11 proceeding - Weatherford Bermuda postponed its petition for a specified period, while the Cases were administered.
−Removed: Before the Weatherford Parties emerged from Chapter 11, Weatherford Bermuda, along with the provisional liquidator and subject to the direction of the Bermuda Court, convened meetings of the impaired creditors in order to consider and approve, if appropriate, a scheme of arrangement pursuant to the Bermuda Companies Act 1981.
−Removed: The terms of the approved Bermuda scheme mirrored the terms of the Plan and was a mechanism for ensuring that all of the impaired creditors of Weatherford Bermuda were bound by the terms of the Bermuda scheme.
−Removed: The Bermuda Scheme was effective as of November 25, 2019.
−Removed: On September 23, 2019, Weatherford Ireland filed a petition under the Irish Companies Act 2014 in Ireland (“Irish Examinership Proceeding”) to seek approval for its scheme of arrangement following confirmation of the Plan in the U.S.
−Removed: The filing of the Irish Examinership Proceeding commenced a 100-calendar day protection period under Irish law, during which Weatherford Ireland had the benefit of protection against enforcement and other actions by its creditors.
−Removed: Weatherford Ireland continued operating its business in the ordinary course during the protection period.
−Removed: The approved terms of the Irish scheme mirrored the terms of the Plan.
−Removed: The Irish scheme was approved by the Irish High Court on December 12, 2019.
−Removed: Subject to certain exceptions, under the Bankruptcy Code, the filing of the Cases automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Weatherford Parties or their property to recover, collect or secure a claim arising prior to the date of the Cases.
−Removed: In addition, all of the Weatherford Parties’ prepetition unsecured senior notes and related unpaid interest were liabilities subject to compromise, further discussed below.
−Removed: Since the commencement of the Cases until emergence, the Weatherford Parties continued to operate their businesses as debtors-in-possession under the jurisdiction of and in accordance with the applicable provisions of the Bankruptcy Code, orders of the Bankruptcy Court, the Irish Examinership Proceeding and the Bermuda Proceeding.
−Removed: On the Effective Date of December 13, 2019, except as noted below:
−Removed: (1) the Company amended and restated its certificate of incorporation and bylaws on December 10, 2019;
+Added: The Company emerged from Chapter 11 with an Effective Date of December 13, 2019, except as noted below:
+Added: (1) the Company amended and restated its memorandum and articles of association on December 10, 2019;
(2) the Company appointed new members to the Successor’s board of directors to replace the directors of the Predecessor;
6 unchanged sentences
for additional details see Note 13 – Borrowings and Other Debt Obligations;
−Removed: Weatherford International plc – 2020 Form 10-K | 60
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
(7) the Company entered into a senior secured letter of credit agreement in an aggregate amount of $ 195 million (the “LC Credit Agreement”) for issuance of bid and performance letters of credit;
5 unchanged sentences
for additional details see “Note 19 – Shareholders’ Equity (Deficiency)”.
+Added: Weatherford International plc – 2021 Form 10-K | 56
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Prepetition Charges
23 unchanged sentences
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Liabilities Subject to Compromise
−Removed: The Weatherford Parties’ prepetition principal balance on the Predecessor’s unsecured Senior and Exchangeable Senior Notes and related unpaid accrued interest as of the Petition Date were reclassified from “Long-term Debt” and “Other Current Liabilities”, respectively, to “Liabilities Subject to Compromise” on our Consolidated Balance Sheets on July 2, 2019 and during the bankruptcy proceedings at the amounts that were allowed as claims by the Bankruptcy Court.
−Removed: See also “Note 3 – Fresh Start Accounting” for further details.
−Removed: Upon emergence from bankruptcy, the liabilities subject to compromise of $ 7.6 billion were cancelled and the applicable agreements governing such obligations were terminated.
−Removed: (Dollars in millions) 2019
−Removed: 5.125 % Senior Notes due 2020
−Removed: 5.875 % Exchangeable Senior Notes due 2021
−Removed: 7.75 % Senior Notes due 2021
−Removed: 4.50 % Senior Notes due 2022
−Removed: 8.25 % Senior Notes due 2023
−Removed: 9.875 % Senior Notes due 2024
−Removed: 9.875 % Senior Notes due 2025
−Removed: 6.50 % Senior Notes due 2036
−Removed: 6.80 % Senior Notes due 2037
−Removed: 7.00 % Senior Notes due 2038
−Removed: 9.875 % Senior Notes due 2039
−Removed: 6.75 % Senior Notes due 2040
−Removed: 5.95 % Senior Notes due 2042
−Removed: Accrued Interest on Senior Notes and Exchangeable Senior Notes 207
−Removed: Liabilities Subject to Compromise $ 7,634
−Removed: The contractual interest expense on our Senior and Exchangeable Senior Notes is in excess of recorded interest expense on these notes by $ 257 million during the bankruptcy proceeding from the Petition Date until the Effective Date and was not included as interest expense on the Consolidated Statements of Operations for the Predecessor Period because the Company discontinued accruing interest subsequent to the Petition Date in accordance with ASC 852.
−Removed: We did not make any interest payments on Predecessor Senior and Exchangeable Senior Notes subsequent to the commencement of the Cases.
−Removed: Weatherford International plc – 2020 Form 10-K | 62
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
3 – Fresh Start Accounting
3 unchanged sentences
The amount of deferred income taxes recorded was determined in accordance with ASC 740 – Income Taxes.
−Removed: The Effective Date fair values of the Company’s assets and liabilities differ materially from their recorded values as reflected on the historical balance sheets.
Reorganization Value
Under ASC 852, the Successor determined a value to be assigned to the equity of the emerging entity as of the date of adoption of Fresh Start Accounting.
−Removed: Based on the Company’s revised projections filed with the SEC on a Form 8-K on October 7, 2019 and October 16, 2019, management and its investment bankers reassessed the value of the Company, resulting in an estimated range of enterprise value between $ 4.5 billion and $ 6.0 billion.
−Removed: The Company engaged third-party valuation advisors to assist in determining a point estimate of enterprise value within the range.
−Removed: Management concluded that the best point estimate of enterprise value was $ 4.5 billion.
The Company engaged valuation experts to assist management in the allocation of such enterprise value to the assets and liabilities for financial reporting purposes based on management’s latest outlook as of the effective date.
−Removed: Based on this reassessment, the Company deemed it appropriate to use a final enterprise value of $ 4.5 billion for financial reporting purposes.
+Added: Based on this reassessment, the Company deemed it appropriate to use an enterprise value of $ 4.5 billion for financial reporting purposes.
The following table reconciles the enterprise value to the estimated fair value of our Successor common shares as of the Fresh Start Reporting Date:
3 unchanged sentences
Fair Value of Debt ( 2,103 )
−Removed: Fair Value of Successor Equity $ 2,931
+Added: Fair Value of Successor Equity as of December 13, 2019 $ 2,931
The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to the Company’s individual assets as of the Fresh Start Reporting Date:
7 unchanged sentences
(i) a calculation of the present value of future cash flows based on our financial projections, and (ii) a peer group trading analysis.
−Removed: The enterprise value and corresponding equity value were dependent upon achieving the future financial results set forth in our valuations, as well as the realization of certain other
−Removed: Weatherford International plc – 2020 Form 10-K | 63
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: The enterprise value and corresponding equity value were dependent upon achieving the future financial results set forth in our valuations, as well as the realization of certain other assumptions.
All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the financial projections, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control.
Accordingly, upon emergence we could not assure that the estimates, assumptions, valuations or financial projections would be realized, and actual results could vary materially.
−Removed: Valuation Process
−Removed: The fair values of the Company’s principal assets, including inventory, rental and service equipment, real property, and intangible assets were estimated with the assistance of third-party valuation advisors.
−Removed: In addition, we also estimated the fair value of the Company’s lease liabilities, Exit Notes, and New Warrants.
−Removed: The fair value of the inventory was determined by using both a cost approach and income approach.
−Removed: Inventory was segregated into raw materials, spare parts, work in process (“WIP”), and finished goods.
−Removed: Fair value of raw materials and spare parts inventory were determined using the cost approach.
−Removed: Fair value of WIP and finished goods inventory were determined by estimating the net realizable value of the inventory, adjusted for holding period before an item is sold.
−Removed: Additional obsolescence assessment was performed on the estimated fair value of inventory to determine if further adjustments were necessary.
−Removed: Property, Plant and Equipment
−Removed: Land, Buildings and Leasehold Improvements
−Removed: The fair value of real property locations were estimated using the sales comparison (market) approach and cost approach.
−Removed: As part of the valuation process, the third-party advisors obtained information on the Company’s current usage, building type, year built, and history of major capital expenditures made by the Company.
−Removed: Certain site inspections were conducted and review of market information such as comparable sales and current listings were obtained for the Company’s largest sites.
−Removed: In addition, an obsolescence assessment for real property locations at the reporting unit level was reviewed to determine if adjustments to fair value estimates were needed.
−Removed: Rental and Service Equipment, Machinery and Other
−Removed: The fair values of rental and service equipment and machinery were estimated using a direct and indirect cost approach depending upon the asset type.
−Removed: The cost approach estimates fair value by considering the amount required to construct or purchase a new asset of equal utility at current prices, with adjustments for asset function, age, physical deterioration, and obsolescence.
−Removed: For certain assets, such as trucks, trailers and metalworking equipment, where an active secondary market exists, fair value was estimated using the market approach.
−Removed: Intangible Assets
−Removed: We applied the income approach methodology to estimate the value of developed and acquired technology and trade name (the “Intangible Assets”).
−Removed: The value of the Company’s trade name and developed and acquired technology were estimated through the relief from royalty method based on the present value of the cost savings realized due to the Company’s ownership of the assets.
−Removed: For acquired and developed technology, the present values of the hypothetical royalty savings were applied to revenue attributable to technologies after obsolescence.
−Removed: The hypothetical royalty savings percentage ranged from 1 % to 7 % of revenue depending on the segment, reporting unit and market differentiation the technologies.
−Removed: For the Company’s trade name, the present value of hypothetical royalty savings applied to revenue attributable to trade name ranged from 1.5 % to 2 % depending on the reporting unit.
−Removed: The present value of the after tax cash flows for all Intangible Assets were estimated based on a discount rate between 12.8 % and 16 %.
Weatherford International plc – 2021 Form 10-K | 58
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Lease liabilities and right of use assets
−Removed: The fair value of lease liabilities was measured as the present value of the remaining lease payments, as if the lease were a new lease as of the Effective Date.
−Removed: The Company used its incremental borrowing rate (“IBR”) as the discount rate in determining the present value of the remaining lease payments, which is consistent with the market yield utilized in determining the fair value of the Company’s Exit Notes, discussed below.
−Removed: Based upon the corresponding lease term, the IBR ranged from 8.45 % to 10.35 %.
−Removed: Upon emergence from bankruptcy on December 13, 2019, the ROU assets were revalued based upon the present value of market-based rent.
−Removed: The remeasurement of our ROU assets was based on the real estate market discount rate as of December 13, 2019.
−Removed: The fair value of the Exit Notes was estimated to approximate par value based on third-party valuation advisors’ analysis of the Company’s collateral coverage, financial metrics, and interest rate for the Exit Notes relative to market rates.
−Removed: The fair value of the new warrants was estimated by applying a Black-Scholes model.
−Removed: The Black-Scholes model is a pricing model used to estimate the theoretical price or fair value for a European-style call or put option/warrant based on current stock price, strike price, time to maturity, risk-free rate, volatility, and dividend yield.
−Removed: Consolidated Balance Sheet
−Removed: The adjustments included in the following fresh start consolidated balance sheet reflect the effects of the transactions contemplated by the Plan and executed by the Company on the Fresh Start Reporting Date (reflected in the column “Reorganization Adjustments”), and fair value and other required accounting adjustments resulting from the adoption of Fresh Start Accounting (reflected in the column “Fresh Start Accounting Adjustments”).
−Removed: The explanatory notes provide additional information and significant assumptions with regard to the adjustments recorded and the methods used to determine the fair values.
+Added: 4 – Segment Information
+Added: The Company's chief operating decision maker (“CODM”), our chief executive officer, regularly reviews information to make operating decisions, allocate resources and assess performance of the business.
+Added: During the fourth quarter of 2021, the CODM changed the information regularly reviewed to be aligned with how we offer our services and technologies in relation to the well life cycle and we have realigned our reportable segments to reflect the change.
+Added: 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 responsible abandonment.
+Added: We now have three reportable segments:
+Added: (1) Drilling and Evaluation (2) Well Construction and Completions, and (3) Production and Intervention.
+Added: Previously we had two geographic based reportable segments, Western Hemisphere and Eastern Hemisphere.
+Added: Drilling and Evaluation (“DRE”) offers a suite of services including managed pressure drilling, drilling services, wireline and drilling fluids.
+Added: DRE offerings range from early well planning to reservoir management through innovative tools and expert engineering to optimize reservoir access and productivity.
+Added: Well Construction and Completions (“WCC”) offers products and services for well integrity assurance across the full life cycle of the well.
+Added: The primary offerings are tubular running services, cementation products, completions, liner hangers and well services.
+Added: WCC deploys conventional to advanced technologies, providing safe and efficient services in any environment during the well construction phase.
+Added: Production and Intervention (“PRI”) offers a suite of reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in conventional and unconventional wells, deep water, and aging reservoirs.
+Added: The primary offerings are intervention services & drilling tools, artificial lift, production automation & software, sub-sea intervention and pressure pumping services in select markets.
+Added: Total revenues are from external customers and segment revenues are specific to our three reportable segments and all other revenues are specific to our non-operating segment revenues.
+Added: Revenues are further described in “Note 5 – Revenues.”
+Added: Additionally, we have changed our primary measure of segment profitability to segment adjusted EBITDA, which is based on segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments.
+Added: Research and development expenses are included in segment adjusted EBITDA.
+Added: 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.
+Added: We have revised our segment reporting to reflect our current management approach and recast prior periods to conform to the current segment presentation.
Weatherford International plc – 2021 Form 10-K | 59
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: As of December 13, 2019
−Removed: Reorganization Accounting
−Removed: (Dollars in millions) Predecessor Adjustments (1) Adjustments Successor
−Removed: Cash and Cash Equivalents $ 641 $ ( 148 ) (2) $ — $ 493
−Removed: Restricted Cash 398 ( 137 ) (3) — 261
−Removed: Accounts Receivable, Net 1,274 — — 1,274
−Removed: Inventories, Net 1,071 — ( 84 ) (17) 987
−Removed: Other Current Assets 494 ( 4 ) (4) ( 14 ) (18) 476
−Removed: Total Current Assets 3,878 ( 289 ) ( 98 ) 3,491
−Removed: Property, Plant and Equipment, Net 1,838 — 289 (19) 2,127
−Removed: Goodwill — — 239 (20) 239
−Removed: Intangible Assets, Net 166 — 957 (21) 1,123
−Removed: Other Non-current Assets 336 25 (5) 27 (22) 388
−Removed: Total Assets $ 6,218 $ ( 264 ) $ 1,414 $ 7,368
−Removed: Debtor in Possession Financing $ 1,528 $ ( 1,528 ) (6) $ — $ —
−Removed: Short-term Borrowings and Current Portion of
−Removed: Long-term Debt 319 ( 305 ) (7) ( 1 ) (23) 13
−Removed: Accounts Payable 667 ( 4 ) (8) — 663
−Removed: Accrued Salaries and Benefits 263 — — 263
−Removed: Income Taxes Payable 214 — — 214
−Removed: Other Current Liabilities 618 ( 22 ) (9) ( 39 ) (24) 557
−Removed: Total Current Liabilities 3,609 ( 1,859 ) ( 40 ) 1,710
−Removed: Long-term Debt 60 2,097 (10) ( 6 ) (25) 2,151
−Removed: Other Non-current Liabilities 518 — 58 (26) 576
−Removed: Total Liabilities Not Subject to Compromise 4,187 238 12 4,437
−Removed: Liabilities Subject to Compromise 7,634 ( 7,634 ) (11) — —
−Removed: Shareholders’ Equity (Deficiency):
−Removed: Predecessor Ordinary Shares 1 ( 1 ) (12) — —
−Removed: Successor Ordinary Shares — — (13) — —
−Removed: Predecessor Capital in Excess of Par Value 6,733 ( 35 ) (14) ( 6,698 ) (27) —
−Removed: Successor Capital in Excess of Par Value — 2,897 (15) — (28) 2,897
−Removed: Retained Earnings (Deficit) ( 10,682 ) 4,271 (16) 6,411 (27) —
−Removed: Accumulated Other Comprehensive Income
−Removed: (Loss) ( 1,697 ) — 1,697 (27) —
−Removed: Weatherford Shareholders’ Equity (Deficiency) ( 5,645 ) 7,132 1,410 2,897
−Removed: Noncontrolling Interests 42 — ( 8 ) (28) 34
−Removed: Total Shareholders’ Equity (Deficiency) ( 5,603 ) 7,132 1,402 2,931
−Removed: Total Liabilities and Shareholders’ Equity (Deficiency) $ 6,218 $ ( 264 ) $ 1,414 $ 7,368
+Added: Successor Predecessor
+Added: Period From Period From
+Added: 12/14/2019 1/1/2019
+Added: Year Ended Year Ended through through
+Added: (Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
+Added: Drilling and Evaluation $ 1,066 $ 1,044 $ 67 $ 1,407
+Added: Well Construction and Completions 1,353 1,414 90 1,583
+Added: Production and Intervention 1,127 1,106 86 1,673
+Added: Segment Revenues 3,546 3,564 243 4,663
+Added: All Other 99 121 18 291
+Added: Total Revenues $ 3,645 $ 3,685 $ 261 $ 4,954
+Added: Segment Adjusted EBITDA:
+Added: Drilling and Evaluation $ 186 $ 132 $ ( 3 ) $ 219
+Added: Well Construction and Completions 256 273 19 225
+Added: Production and Intervention 191 154 20 216
+Added: Segment Adjusted EBITDA $ 633 $ 559 $ 36 $ 660
+Added: Corporate and Other ( 62 ) ( 100 ) ( 1 ) ( 104 )
+Added: Depreciation and Amortization ( 440 ) ( 503 ) ( 34 ) ( 447 )
+Added: Share-based Compensation Expense (a)
+Added: ( 25 ) — — ( 24 )
+Added: Other Adjustments (b)
+Added: 10 ( 1,442 ) — ( 1,267 )
+Added: Operating Income (Loss) $ 116 $ ( 1,486 ) $ 1 $ ( 1,182 )
+Added: (a) See “Note 18 – Share-Based Compensation” for additional information.
+Added: (b) Other adjustments include goodwill and long-lived asset impairments, restructuring charges, prepetition charges, gain on sale of businesses and other charges and credits, net as applicable to the periods presented.
+Added: See “Note 7 – Long-Lived Assets Impairment”, “Note 11 – Goodwill and Intangibles, Net”, “ Note 8 – Restructuring Charges”, “ Note 6 – Impairments and Other Charges, Net”, and “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” for additional information.
+Added: In the 2020 Successor and 2019 Predecessor Periods, the segment adjusted EBITDA of Well Construction and Completions includes $ 12 million and $ 15 million, respectively, of gains on sales of operational assets.
Weatherford International plc – 2021 Form 10-K | 60
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Reorganization Adjustments (Dollars in Millions)
−Removed: Reorganization adjustments required in connection with the application of Fresh Start Accounting and the allocation of the enterprise value to our individual assets and liabilities by reporting unit resulted in the following Reorganization Adjustments.
−Removed: (1) Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, issuances of the Successor’s common shares, proceeds received from the Successor’s debt offering and transfer of restricted cash for the issuance of the Successor’s debt.
−Removed: (2) Net change in Cash and Cash Equivalents:
−Removed: Proceeds from Exit Notes $ 1,600
−Removed: Cash Collateral Released 167
−Removed: Payment in full on the DIP Credit Agreement and related unpaid interest ( 1,531 )
−Removed: Payment in full on the A&R Credit Agreement and related unpaid interest ( 306 )
−Removed: Payment to Escrow Remaining Professional Fees ( 30 )
−Removed: Payment on Deferred Financing Fees for Exit Credit Agreements ( 22 )
−Removed: Payments on Other Liabilities ( 18 )
−Removed: Payment on Professional Fees not escrowed ( 8 )
−Removed: Net Change in Cash and Cash Equivalents $ ( 148 )
−Removed: (3) Net change in Restricted Cash:
−Removed: Payment to Escrow Professional Fees $ 30
−Removed: Cash Collateral Released ( 167 )
−Removed: Net Change in Restricted Cash $ ( 137 )
−Removed: (4) Represents the reclass of amounts to deferred financing fees on the Exit Credit Agreements.
−Removed: (5) Net change in Other Non-current Assets include the following:
−Removed: Payment on Deferred Financing Fees, Including Professional Fees, on the Exit Credit Agreements.
−Removed: Reclass of amounts from Other Current Assets to deferred financing fees on the Exit Credit Agreements.
−Removed: Accrual of Deferred Financing Fees on the Exit Credit Agreements 1
−Removed: Write-off of Deferred Financing Fees on the A&R Credit Agreement ( 2 )
−Removed: Net Change in Other Non-current Assets $ 25
−Removed: (6) Represents the payment in full on the DIP Credit Agreement Principal.
−Removed: (7) Represents the payment in full on the A&R Credit Agreement Principal.
−Removed: (8) The decrease in Accounts Payable represents the payment on professional fees offset by the accrual of deferred financing fees.
−Removed: (9) Net change in Other Current Liabilities include the following:
−Removed: Payments of Other Liabilities $ ( 18 )
−Removed: Payment of Interest on the DIP Credit Agreement ( 3 )
−Removed: Payment of Interest on the A&R Credit Agreement ( 1 )
−Removed: Net Change in Other Current Liabilities $ ( 22 )
+Added: Depreciation and amortization and capital expenditures by segment are summarized in the table below:
+Added: Successor Predecessor
+Added: Period From Period From
+Added: Year Year 12/14/2019 1/1/2019
+Added: Ended Ended through through
+Added: (Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
+Added: Depreciation and Amortization:
+Added: Drilling and Evaluation $ 164 $ 183 $ 11 $ 168
+Added: Well Construction and Completions 123 151 9 115
+Added: Production and Intervention 102 112 9 121
+Added: Corporate and Other 51 57 5 43
+Added: Total Depreciation and Amortization $ 440 $ 503 $ 34 $ 447
+Added: Capital Expenditures:
+Added: Drilling and Evaluation $ 18 $ 27 $ 10 $ 88
+Added: Well Construction and Completions 18 23 6 59
+Added: Production and Intervention 36 73 2 60
+Added: Corporate and Other 13 31 2 43
+Added: Total Capital Expenditures $ 85 $ 154 $ 20 $ 250
+Added: Corporate and other depreciation and amortization and capital expenditures were for 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.
+Added: Total assets by segment are summarized in the table below:
+Added: (Dollars in millions) 2021 2020
+Added: Total Assets:
+Added: Drilling and Evaluation $ 783 $ 950
+Added: Well Construction and Completions 974 1,100
+Added: Production and Intervention 686 768
+Added: Total Reportable Segment Assets 2,443 2,818
+Added: Corporate and Other 2,331 2,616
+Added: Total $ 4,774 $ 5,434
+Added: Corporate and other assets primarily include cash and cash equivalents, certain intangibles, and centrally managed or shared facilities.
Weatherford International plc – 2021 Form 10-K | 61
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: (10) Changes in Long-term debt include the issuance of the unsecured 11.00 % Exit Notes Due 2024 which is comprised of $ 1.6 billion of the Exit Rights Offering Notes and $ 500 million of the Exit Takeback Notes, offset by the accrual of deferred financing fees.
−Removed: (11) Liabilities Subject to Compromise to be settled in accordance with the Plan and the resulting gain were determined as follows:
−Removed: Liabilities Subject to Compromise $ 7,634
−Removed: Distribution of equity to creditors ( 2,837 )
−Removed: Issue Exit Takeback Notes to creditors ( 500 )
−Removed: Gain on Settlement of Liabilities Subject to Compromise $ 4,297
−Removed: (12) Represents the cancellation of Predecessor Ordinary Shares at Par Value.
−Removed: (13) Represents the issuance of New Ordinary Shares to Creditors and Prior Ordinary Share Holders at Par Value.
−Removed: (14) Net change in Predecessor Capital in Excess of Par Value include the following:
−Removed: Acceleration of share-based compensation $ 24
−Removed: Cancellation of Predecessor Ordinary Shares 1
−Removed: Issuance of New Ordinary Shares to Prior Ordinary Share Holders ( 29 )
−Removed: Issuance of New Warrant to Prior Ordinary Share Holders $ ( 31 )
−Removed: Net Change in Predecessor Capital in Excess of Par Value $ ( 35 )
−Removed: (15) Net change in Successor Capital in Excess of Par Value include the following:
−Removed: Issuance of New Ordinary Shares to Creditors $ 2,837
−Removed: Issuance of New Warrant to Prior Ordinary Share Holders 31
−Removed: Issuance of New Ordinary Shares to Prior Ordinary Share Holders 29
−Removed: Net Change in Successor Capital in Excess of Par Value $ 2,897
−Removed: (16) Net Change in Retained Deficit include the following:
−Removed: Gain on Settlement of Liabilities Subject to Compromise $ 4,297
−Removed: Acceleration of share-based compensation ( 24 )
−Removed: Write-off of deferred financing fees on the A&R Credit Agreement ( 2 )
−Removed: Net Change in Retained Deficit $ 4,271
−Removed: Fresh Start Adjustments (Dollars in Millions)
−Removed: (17) Changes in Inventories, Net reflect the fair value adjustment of $ 84 million.
−Removed: Successor Fair Value Predecessor Historical Value
−Removed: Raw Materials, Components and Supplies 78 $ 78
−Removed: Work in Process 51 55
−Removed: Finished Goods 858 938
−Removed: Totals $ 987 $ 1,071
+Added: Long-lived Assets by Geographic Areas
+Added: Long-lived assets by geographic area are summarized below and includes PP&E, intangibles and ROU assets at December 31, 2021 and December 31, 2020.
+Added: Long-lived assets were zero in Ireland, our country of domicile in both years and in the U.S.
+Added: were $ 238 million and $ 306 million as of December 31, 2021 and December 31, 2020, respectively.
+Added: North America in the table below consists of the U.S.
+Added: (Dollars in millions) 2021 2020
+Added: Long-Lived Assets:
+Added: North America $ 324 $ 403
+Added: Latin America 265 289
+Added: Europe/Sub-Sahara Africa/Russia 337 463
+Added: Middle East/North Africa/Asia 840 1,029
+Added: Total Long-Lived Assets $ 1,766 $ 2,184
+Added: Disaggregated Revenue
+Added: Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
+Added: The majority of our revenue is derived from short term contracts.
+Added: Our services and products 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 return provisions or other significant post-delivery obligations.
+Added: For additional details on our revenue recognition policies see “Note 1 – Summary of Significant Accounting Policies”.
+Added: The unmanned equipment that we lease to customers as operating leases consists primarily of drilling rental tools and artificial lift pumping equipment (in the Production and Intervention reportable segment).
+Added: 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.
+Added: Equipment revenues recognized under Topic 842 was $ 131 million, $ 150 million and $ 12 million in 2021, 2020 and 2019 Successor Periods, respectively, and $ 284 million in the 2019 Predecessor Period.
+Added: The following tables disaggregate our revenues from contracts with customers by geographic region and includes equipment rental revenues.
+Added: Revenues in the U.S.
+Added: were $ 678 million, $ 720 million and $ 59 million in the 2021, 2020 and 2019 Successor Periods, respectively, and $ 1.3 billion in the 2019 Predecessor Period.
+Added: We had no revenue in our country of domicile (Ireland) in the 2021, 2020 and 2019 Successor Periods, and the 2019 Predecessor Period.
+Added: North America in the table below consists of the U.S.
+Added: Successor Predecessor
+Added: Period From Period From
+Added: 12/14/2019 1/1/2019
+Added: Year Ended Year Ended through through
+Added: (Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
+Added: Revenues by Geographic Areas:
+Added: North America $ 896 $ 889 $ 68 1,548
+Added: Latin America 814 697 53 1,072
+Added: Europe/Sub-Sahara Africa/Russia 737 747 52 $ 907
+Added: Middle East/North Africa/Asia 1,198 1,352 88 1,427
+Added: Total Revenues $ 3,645 $ 3,685 $ 261 $ 4,954
Weatherford International plc – 2021 Form 10-K | 62
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: (18) Reflects the elimination of current deferred costs associated with contracts with customers of $ 10 million and the elimination of certain prepaid taxes of $ 4 million due to the adoption of Fresh Start Accounting.
−Removed: (19) Changes in Property, Plant and Equipment, Net reflect the fair value adjustment of $ 289 million.
−Removed: Successor Fair Value Predecessor Historical Value
−Removed: Land, Buildings and Leasehold Improvements $ 569 $ 1,205
−Removed: Rental and Service Equipment 1,280 4,697
−Removed: Machinery and Other 278 1,543
−Removed: Accumulated Depreciation — ( 5,607 )
−Removed: Property, Plant and Equipment, Net $ 2,127 $ 1,838
−Removed: (20) Reflects the recognition of Goodwill.
−Removed: (21) Changes in Intangible Assets reflect the fair value adjustment of $ 957 million.
−Removed: Successor Fair Value Predecessor Historical Value
−Removed: Developed and Acquired Technology $ 728 $ 74
−Removed: Trade Name 395 —
−Removed: Customer Relationships and Contracts — 39
−Removed: Totals $ 1,123 $ 166
−Removed: (22) Reflects the fair value adjustment to the increase the Company’s Right of Use Assets by $ 13 million and Non-current Deferred Tax Asset by $ 14 million.
−Removed: (23) Reflects the fair value adjustment to the Company’s current portion of financed lease obligations.
−Removed: (24) Reflects the fair value adjustments to (i) increase the current portion of operating lease obligations by $ 5 million, (ii) decrease deferred revenues associated with contracts with customers by $ 29 million, and (iii) decrease intangible liability by $ 15 million.
−Removed: (25) Reflects the fair value adjustment to the Company’s long-term portion of financed lease obligations.
−Removed: (26) Reflects the fair value adjustment to (i) increase the long-term portion of operating lease obligations by $ 22 million, (ii) decrease the intangible liability by $ 7 million, and (iii) record a Non-current Deferred Tax Liability of $ 43 million.
−Removed: (27) Reflects the cumulative impact of Fresh Start Accounting adjustments discussed herein and the elimination of Predecessor accumulated other comprehensive loss and Predecessor accumulated deficit.
−Removed: (28) Reflects the fair value adjustment to noncontrolling ownership interests in certain subsidiaries.
+Added: Contract Balances
+Added: 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).
+Added: Receivables with customers are included in “Accounts Receivable, Net,” contract assets are included in “Other Current Assets” and contract liabilities are included in “Other Current Liabilities” on our Consolidated Balance Sheets.
+Added: Contract assets are immaterial in all periods presented on our Consolidated Balance Sheets.
+Added: Revenues recognized in the 2021 and 2020 Successor Periods were $ 32 million and $ 10 million, respectively and included in the contract liabilities balance at the beginning of each year.
+Added: The following table summarizes these balances at December 31, 2021 and December 31, 2020:
+Added: (Dollars in millions) 12/31/2021 12/31/2020
+Added: Total Accounts Receivables, Net $ 825 $ 826
+Added: Receivables for Product and Services in Accounts Receivable, Net $ 795 $ 792
+Added: Receivables for Equipment Rentals in Account Receivable, Net $ 30 $ 34
+Added: Contract Liabilities included in Other Current Liabilities $ 26 $ 37
+Added: Performance Obligations
+Added: A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606.
+Added: A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
+Added: 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 December 31, 2021.
+Added: (Dollars in millions) 2022 2023 2024 2025 Thereafter Total
+Added: Service revenue $ 67 $ 59 $ 59 $ 44 $ 20 $ 249
Weatherford International plc – 2021 Form 10-K | 63
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Impairments and Other Charges
−Removed: We recorded the following in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations:
+Added: 6 – Impairments and Other Charges, Net
+Added: We recorded the following in “Goodwill and Long-Lived Assets Impairment” and “Other Charges (Credits), Net” on the accompanying Consolidated Statements of Operations:
Successor Predecessor
Period From Period From
−Removed: Year 12/14/2019 1/1/2019
−Removed: Ended through through Year Ended
+Added: Year Year 12/14/2019 1/1/2019
+Added: Ended Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
−Removed: Long-lived Asset Impairments $ 814 $ — $ 20 $ 151
+Added: Long-lived Assets Impairment $ — $ 814 $ — $ 20
Goodwill Impairment — 239 — 730
+Added: Total Goodwill and Long-lived Assets Impairment $ — $ 1,053 $ — $ 750
Inventory Charges $ 7 $ 138 $ — $ 117
1 unchanged sentence
Other Charges, Net ( 17 ) 22 — 90
−Removed: Total Impairment and Other Charges $ 1,236 $ — $ 1,104 $ 2,155
−Removed: We recognized long-lived asset and goodwill impairments as further described in “Note 10 – Long-Lived Asset Impairments” and “Note 11 – Goodwill and Intangible Assets”, respectively and inventory charges as further described in “Note 7 – Inventories, Net”.
−Removed: See also “Note 8 – Business Combinations and Divestitures.”
−Removed: New Accounting Pronouncements
−Removed: Accounting Standards Adopted
−Removed: On January 1, 2020, we adopted Financial Accounting Standards Board Accounting Standards Update No.
−Removed: 2016-13, Financial Instruments – Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology in previous U.S.
−Removed: GAAP with a methodology (Current Expected Credit Losses model, or CECL) that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.
−Removed: We estimate expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.
−Removed: Our customer base has generally similar collectability risk characteristics, although risk profiles can vary between larger independent customers and state-owned customers, which may have a lower risk than smaller independent customers.
−Removed: The updated guidance applies to (i) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, and (ii) loan commitments and other off-balance sheet credit exposures.
−Removed: The adoption of this standard update did not have a material impact on our 2020 Consolidated Financial Statements.
−Removed: Accounting Standards Issued Not Yet Adopted
−Removed: Evaluations of all other new accounting pronouncements that have been issued, but not yet effective are on-going, and at this time are not expected to have a material impact on our Consolidated Financial Statements.
+Added: Total Other Charges (Credits), Net $ ( 10 ) $ 171 $ — $ 339
+Added: Gain on Sale of Businesses, Net $ — $ — $ — $ ( 112 )
+Added: See “Note 7 – Long-Lived Assets Impairment”, “Note 11 – Goodwill and Intangibles, Net” and “Note 9 – Inventories, Net” for further details.
+Added: We did not have any significant divestitures of businesses in our Successor Periods.
+Added: In the 2019 Predecessor Period, we disposed of net assets of $ 161 million of our laboratory, surface data logging and a portion of our rigs businesses for proceeds of $ 328 million and recognized $ 112 million in “Gain on Sale of Businesses, Net” on the Consolidated Statements of Operations.
Weatherford International plc – 2021 Form 10-K | 64
−Removed: Accounts Receivable Factoring
−Removed: From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions.
−Removed: Our factoring transactions were recognized as sales, and the proceeds are included as operating cash flows in our Consolidated Statements of Cash Flows.
−Removed: The loss on sale of accounts receivable was immaterial for all periods.
−Removed: The following table presents accounts receivable sold and the cash proceeds, net of discount and hold-back.
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: 7 – Long-Lived Assets Impairment
+Added: We did not recognize long-lived assets impairments in the 2021 Successor Period.
+Added: During the 2020 Successor Period, the global economic and industry conditions resulting from the decline in demand and impact from the COVID-19 pandemic were identified as impairment indicators.
+Added: As a result, we performed interim impairment assessments of our property, plant and equipment, definite-lived intangible assets, and right of use assets with the assistance of a third-party valuation advisor.
+Added: As of March 31, 2020, and as of June 30, 2020, we determined the carrying amount of certain long-lived assets exceeded their respective fair values and recognized $ 814 million of long-lived asset impairments as summarized by asset class and segment in the table below, which was included in “Goodwill and Long-Lived Assets Impairment” on the Consolidated Statements of Operations.
+Added: The fair values of our long-lived assets were determined using discounted cash flows under the income approach, a Level 3 fair value analysis.
+Added: The income approach required significant assumptions to determine the fair value of an asset or asset group including the estimated discounted future cash flows, forecasted revenues and operating margins and the discount rate.
+Added: Long-Lived Assets Impairment by Asset Class and Segment
+Added: (Dollars in millions) Drilling and Evaluation Well Construction and Completions Production and Intervention All Other Total
+Added: Property, Plant and Equipment $ 195 $ 126 $ 232 $ 18 $ 571
+Added: Intangible Assets 76 39 40 — 155
+Added: Right of Use Assets 14 20 54 — 88
+Added: Long-lived Assets Impairment $ 285 $ 185 $ 326 $ 18 $ 814
+Added: We recognized long-lived assets impairment of $ 20 million for the 2019 Predecessor Period to write-down our land drilling rigs included in All Other due to the sustained downturn in the energy services industry.
+Added: Weatherford International plc – 2021 Form 10-K | 65
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: 8 – Restructuring Charges
+Added: We had no restructuring charges for the 2021 Successor Period.
+Added: Our prior restructuring plans include workforce reductions, organization restructurings, facility consolidations and other cost reduction measures and efficiency initiatives targeted to better align with activity levels at the time.
+Added: The following table presents restructuring charges for the Successor Periods and the 2019 Predecessor Period.
Successor Predecessor
1 unchanged sentence
Year Year 12/14/2019 01/01/2019
−Removed: Ended through through Ended
+Added: Ended Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
−Removed: Accounts Receivable Sold $ 90 $ 7 $ 199 $ 382
−Removed: Cash Proceeds from Sale of Accounts Receivable $ 79 $ 7 $ 186 $ 373
+Added: Severance Charges $ — $ 132 $ — $ 53
+Added: Facility Exit Charges — 10 — 99
+Added: Inventory Charges — 15 — 24
+Added: Property, Plant and Equipment — 40 — 13
+Added: Right of Use and Other Assets — 9 — —
+Added: Total Restructuring Charges $ — $ 206 $ — $ 189
+Added: The following table presents total restructuring charges by reportable segment and corporate and other for the Successor and Predecessor Periods.
+Added: Successor Predecessor
+Added: Period From Period From
+Added: Year Year 12/14/2019 01/01/2019
+Added: Ended Ended through through
+Added: (Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
+Added: Drilling and Evaluation $ — $ 35 $ — $ 29
+Added: Well Construction and Completions — 60 — 47
+Added: Production and Intervention — 52 — 54
+Added: Corporate and Other — 59 — 59
+Added: Total Restructuring Charges $ — $ 206 $ — $ 189
+Added: The following table presents total restructuring accrual activity for the periods presented.
+Added: Restructuring charges in the table below exclude restructuring related asset charges.
+Added: (Dollars in millions) Accrued Balance at Beginning of Period Charges Cash Payments Other
+Added: Accrued Balance at End of Period
+Added: 2021 Successor Period $ 53 $ — $ ( 30 ) $ ( 6 ) $ 17
+Added: 2020 Successor Period $ 66 $ 142 $ ( 137 ) $ ( 18 ) $ 53
+Added: 2019 Successor Period $ 66 $ — $ — $ — $ 66
+Added: 2019 Predecessor Period $ 59 $ 152 $ ( 120 ) $ ( 25 ) $ 66
+Added: Weatherford International plc – 2021 Form 10-K | 66
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
9 – Inventories, Net
−Removed: Inventories, net of reserves of $ 119 million and $ 0 as of December 31, 2020 and December 31, 2019, respectively, by category were as follows:
+Added: Inventories, net of reserves of $ 159 million and $ 119 million as of December 31, 2021 and December 31, 2020, respectively, by category were as follows:
(Dollars in millions) 2021 2020
2 unchanged sentences
Total Inventory $ 670 $ 717
−Removed: During the 2020 and 2019 Successor Periods and the 2019 and 2018 Predecessor Periods, inventory charges were $ 210 million, $ 0 , $ 159 million and $ 80 million, respectively.
−Removed: Inventory charges recognized included write-downs for excess and obsolete inventory considered commercially unviable or technologically obsolete considering current and future demand, as a result of the volatility in oil and gas commodity demand, the downturn in the oil and gas industry and in 2020, the impact of the COVID-19 pandemic.
−Removed: These charges were recognized in the following captions on our Consolidated Statements of Operations:
+Added: We recognized inventory charges, including excess and obsolete inventory charges considered commercially unviable or technologically obsolete considering current and future demand and volatility in industry demand.
+Added: In 2020, these charges were additionally driven by the impact of the COVID-19 pandemic.
+Added: These inventory charges were recognized in the following captions on our Consolidated Statements of Operations:
Successor Predecessor
1 unchanged sentence
Year Year 12/14/2019 1/1/2019
−Removed: Ended through through Ended
+Added: Ended Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
−Removed: Inventory Charges in “Impairments and Other Charges” $ 138 $ — $ 117 $ —
Inventory Charges in “Cost of Products” $ 55 $ 57 $ — $ 18
Inventory Charges in “Restructuring Charges” — 15 — 24
+Added: Inventory Charges in “Other Charges (Credits), Net” 7 138 — 117
Total Inventory Charges $ 62 $ 210 $ — $ 159
−Removed: Weatherford International plc – 2020 Form 10-K | 71
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Business Combinations and Divestitures
−Removed: We did not have any acquisitions of businesses during the years ended December 31, 2020 or 2019.
−Removed: In the 2018 Predecessor Period we acquired the remaining 50 % equity interest in our Qatari joint venture that we previously consolidated and accounted for as an equity method investment.
−Removed: The total consideration to purchase the remaining equity interest was $ 87 million, which is comprised of a cash consideration of $ 72 million ($ 48 million in the year of closing and $ 24 million deferred consideration to be paid two years from closing) and an estimated contingent consideration of $ 15 million related to services the Qatari entity will render under new contracts.
−Removed: As a result of this step acquisition transaction with a change in control, we remeasured our previously held equity investment to fair value and recognized a $ 12 million gain in the 2018 Predecessor Period.
−Removed: We paid the $ 24 million deferred consideration in the 2020 Successor Period.
−Removed: We did not have any significant divestitures of businesses during the Successor year ended December 31, 2020.
−Removed: On April 30, 2019, we completed the sale of our Reservoir Solutions business, also known as our laboratory services business to Oil & Gas Labs, LLC, an affiliate of CSL Capital Management, L.P., for an aggregate purchase price of $ 206 million in cash, subject to escrow release and customary post-closing working capital adjustments.
−Removed: The business disposition included our laboratory and geological analysis business, including the transfer of substantially all personnel and associated contracts related to the business.
−Removed: We recognized a gain of $ 117 million and divested a carrying amount of $ 61 million in net assets.
−Removed: On April 30, 2019, we completed the sale of our surface data logging business to Excellence Logging for $ 50 million in total consideration, subject to customary post-closing working capital adjustments.
−Removed: The business disposition included our surface data logging equipment, technology and associated contracts related to the business.
−Removed: We recognized an insignificant loss and divested a carrying amount of $ 34 million in net assets.
−Removed: In the 2019 Predecessor Period, we completed the final closings in a series of closings pursuant to the purchase and sale agreements entered into with ADES International Holding Ltd.
−Removed: in July of 2018 to sell our land drilling rig operations in Algeria, Kuwait and Saudi Arabia, as well as two idle land rigs in Iraq, for an aggregate purchase price of $ 288 million.
−Removed: In the 2018 Predecessor Period, we received gross proceeds of $ 216 million and recognized a loss of $ 9 million after recognizing asset write-down charges of $ 58 million for deferred mobilization costs and other rigs related assets as such costs were no longer recoverable.
−Removed: The carrying amount of the assets and liabilities sold in 2018 totaled $ 253 million and $ 36 million, respectively, to include PP&E, inventory, accounts receivable and other assets and liabilities.
−Removed: In the 2019 Predecessor Period we received the remaining gross proceeds of $ 72 million and recognized a loss of $ 6 million.
−Removed: The carrying amounts of net assets divested during the 2019 Predecessor Period was $ 66 million.
−Removed: We divested several of our remaining rig assets through separate asset sale agreements throughout 2019.
−Removed: In the 2018 Predecessor Period, we completed the sale of our continuous sucker rod service business in Canada for a purchase price of $ 25 million and recognized a gain of $ 2 million.
−Removed: During 2018, we also completed the sale of an equity investment in a joint venture for $ 12.5 million and recognized a gain of $ 3 million.
−Removed: See “Note 10 – Long-Lived Asset Impairments” for further details related to impairments and those specific to our land drilling rigs assets.
−Removed: Weatherford International plc – 2020 Form 10-K | 72
10 – Property, Plant and Equipment, Net
6 unchanged sentences
Property, Plant and Equipment, Net $ 996 $ 1,236
−Removed: Depreciation expense was $ 340 million, $ 25 million, $ 386 million, and $ 493 million for the 2020 and 2019 Successor Periods and the 2019 and 2018 Predecessor Periods, respectively.
−Removed: See “Note 10 – Long-Lived Asset Impairments” for additional information on property, plant and equipment impairments.
−Removed: Long-Lived Asset Impairments
−Removed: The unprecedented global economic and industry conditions attributable to the COVID-19 pandemic resulting in the significant volatility in the energy industry impacting the demand for our products and services were identified as long-lived asset impairment indicators.
−Removed: As a result, we performed impairment assessments quarterly in 2020 through analysis of the undiscounted cash flow of our asset groups, which include property, plant and equipment, definite-lived intangible assets, goodwill and right of use assets.
−Removed: As of March 31, 2020, and as of June 30, 2020, we identified that impairment occurred in certain asset groups and with the assistance of third-party valuation advisors we determined the fair value of those asset groups.
−Removed: Based on our impairment tests, we determined the carrying amount of certain long-lived asset groups exceeded their respective fair values and we recognized $ 814 million of long-lived asset impairments in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations.
−Removed: The fair values of certain of our long-lived asset groups were determined using discounted cash flow or Level 3 fair value analyses.
−Removed: 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.
−Removed: The table below details the Successor long-lived asset impairments by asset and segment recognized for the year ended December 31, 2020.
−Removed: (Dollars in millions) Western Hemisphere Eastern Hemisphere Total
−Removed: Property, Plant and Equipment $ 316 $ 255 $ 571
−Removed: Intangible Assets 43 112 155
−Removed: Right of Use Assets 56 32 88
−Removed: Total Impairment Charges $ 415 $ 399 $ 814
−Removed: We recognized long-lived asset impairments of $ 20 million for the 2019 Predecessor Period to write-down our land drilling rigs in our Western Hemisphere segment totaling $ 13 million and Eastern Hemisphere totaling $ 7 million.
−Removed: During 2018, we recognized long-lived asset impairments of $ 151 million ($ 46 million in our Western Hemisphere and $ 105 million in our Eastern Hemisphere segments) to write-down our land drilling rigs assets.
−Removed: See “Note 8 – Business Combinations and Divestitures” and “Note 15 – Fair Value of Financial Instruments, Assets and Other Assets” for more details.
+Added: Depreciation expense was $ 284 million, $ 340 million and $ 25 million in the 2021, 2020 and 2019 Successor Periods, respectively, and $ 386 million in the 2019 Predecessor Periods.
+Added: See “Note 7 – Long-Lived Assets Impairment” for additional information on impairments.
Weatherford International plc – 2021 Form 10-K | 67
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Goodwill and Intangible Assets
+Added: 11 – Goodwill and Intangibles, Net
+Added: Goodwill Impairment
+Added: We based our goodwill impairment assessments previously on the fair value of our reporting units, which were at a regional geographic level.
+Added: We fully impaired our Successor and Predecessor goodwill during 2020 and 2019.
+Added: The cumulative impairment loss for goodwill was $ 239 million for the Successor and $ 3.4 billion for Predecessor periods.
Successor Goodwill Recognition and Impairment
−Removed: As a result of Fresh Start Accounting, we recognized $ 239 million of goodwill in our Middle East and North Africa (“MENA”) and Russia, Turkmenistan and Kazakhstan (“Russia”) reporting units.
−Removed: During the first half of 2020 we identified the impairment indicators as discussed in “Note 10 – Long-Lived Asset Impairments” that triggered interim quantitative goodwill assessments as of March 31, 2020 and June 30, 2020.
+Added: As a result of Fresh Start Accounting, we recognized $ 239 million of goodwill.
+Added: During 2020, based on our interim goodwill impairment assessments that determined the fair value of our reporting units were less than their carrying values, we recognized goodwill impairment charges and fully impaired our goodwill as presented in “Note 4 – Impairments and Other Charges.” We identified impairment indicators as discussed in “Note 7 – Long-Lived Assets Impairment” 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.
−Removed: Determining the fair value of the reporting units requires management to develop significant judgments, including estimating discounted future cash flows by reporting unit, specifically forecasted revenue, forecasted operating margins and discount rates.
−Removed: We determined that the fair value of our reporting units were less than their carrying values and as a result of our impairment tests, we fully impaired our goodwill in the MENA and Russia reporting units as presented in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations.
−Removed: The changes in the carrying amount of goodwill by reporting segment for the years ended December 31, 2020 and 2019, are presented in the following table.
−Removed: (Dollars in millions) Western Hemisphere Eastern Hemisphere Total
−Removed: Balance at December 31, 2018 (Predecessor) $ 494 $ 219 $ 713
−Removed: Impairment ( 508 ) ( 222 ) ( 730 )
−Removed: Reclassification from assets held for sale 4 — 4
−Removed: Foreign currency translation 10 3 13
−Removed: Balance at December 13, 2019 (Predecessor) — — —
−Removed: Fresh Start Accounting Valuation — 239 239
−Removed: Balance at December 31, 2019 (Successor) $ — $ 239 $ 239
−Removed: Impairment $ — $ ( 239 ) $ ( 239 )
−Removed: Balance at December 31, 2020 (Successor) $ — $ — $ —
+Added: Determining the fair value of the reporting units required management to develop significant judgments, including estimating and discounting future cash flows by reporting unit, specifically forecasted revenue, forecasted operating margins and discount rates.
Predecessor Period Goodwill Impairments and Assessment Factors
−Removed: The Predecessor impairment indicators during 2019 and 2018 were a result of lower activity levels and lower exploration and production capital spending that resulted in a decline in drilling activity and forecasted growth in all our reporting units.
−Removed: Our lower than expected and forecasted financial results were due to the continued weakness within the energy market and consequently our inability to quickly and significantly reduce our cost structure under our restructuring plans savings.
−Removed: In the 2019 Predecessor Period, our goodwill impairment tests indicated that goodwill for all our reporting units in the Western Hemisphere and Eastern Hemisphere were impaired and as a result we incurred a goodwill impairment charge of $ 730 million.
−Removed: In 2018, our annual and interim goodwill impairment tests indicated that our goodwill was impaired and as a result we incurred a goodwill impairment charge of $ 1.9 billion, of which $ 1.4 billion was related to our Western Hemisphere segment and $ 537 million was related to our Eastern Hemisphere segment.
−Removed: The cumulative impairment loss for goodwill was $ 239 million for the Successor and $ 3.4 billion for Predecessor periods.
−Removed: Weatherford International plc – 2020 Form 10-K | 74
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: The 2019 Predecessor impairment indicators were a result of lower activity levels and lower exploration and production capital spending that resulted in a decline in drilling activity and forecasted growth in all our reporting units.
+Added: Our lower than expected and forecasted financial results were due to the continued weakness within the energy market and consequently our inability to quickly and significantly reduce our cost structure under our restructuring plans savings and as a result we incurred a goodwill impairment charge of $ 730 million.
Intangible Assets
12 unchanged sentences
Totals $ 983 $ ( 173 ) $ 810
−Removed: We recognized an impairment of $ 155 million of our developed and acquired technology in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations during the Successor year ended December 31, 2020.
−Removed: Amortization expense was $ 163 million in the Successor year ended December 31, 2020, $ 9 million in the 2019 Successor Period, $ 61 million in the 2019 Predecessor Period and $ 63 million in the Predecessor year ended December 31, 2018.
+Added: Weatherford International plc – 2021 Form 10-K | 68
+Added: See “Note 7 – Long-Lived Assets Impairment” for additional information on impairments.
+Added: Amortization expense was $ 156 million, $ 163 million and $ 9 million in the 2021, 2020, and 2019 Successor Periods and $ 61 million in the 2019 Predecessor Period.
Based on the carrying value of intangible assets at December 31, 2021, amortization expense for the subsequent five years is estimated as follows (dollars in millions):
Period Amount
−Removed: Weatherford International plc – 2020 Form 10-K | 75
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Restructuring Charges
−Removed: In response to the impact of our business from the COVID-19 pandemic and the significant and sudden changes in oil and gas prices, we have continued to develop and execute on plans to rationalize and restructure our business and right-size our operations and personnel.
−Removed: Additional charges with respect to our ongoing cost reduction actions may be recognized in subsequent periods.
−Removed: The following table presents restructuring charges for the Successor and Predecessor Periods.
−Removed: Successor Predecessor
−Removed: Period From Period From
−Removed: Year 12/14/2019 01/01/2019 Year
−Removed: Ended through through Ended
−Removed: (Dollars in millions) 12/31/2020 12/31/2019 12/13/2019 12/31/2018
−Removed: Severance Charges $ 132 $ — $ 53 $ 61
−Removed: Facility Exit Charges 10 — 99 61
−Removed: Inventory Charges 15 — 24 —
−Removed: Property, Plant and Equipment 40 — 13 2
−Removed: Right of Use and Other Assets 9 — — 2
−Removed: Total Restructuring Charges $ 206 $ — $ 189 $ 126
−Removed: The following table presents total restructuring charges by reporting segment and Corporate for the Successor and Predecessor Periods.
−Removed: Successor Predecessor
−Removed: Period From Period From
−Removed: Year 12/14/2019 01/01/2019 Year
−Removed: Ended through through Ended
−Removed: (Dollars in millions) 12/31/2020 12/31/2019 12/13/2019 12/31/2018
−Removed: Western Hemisphere $ 101 $ — $ 84 $ 27
−Removed: Eastern Hemisphere 52 — 50 45
−Removed: Corporate 53 — 55 54
−Removed: Total Restructuring Charges $ 206 $ — $ 189 $ 126
−Removed: The following table presents total restructuring accrual activity for the periods presented.
−Removed: Restructuring charges in the table below exclude restructuring related asset charges.
−Removed: (Dollars in millions) Accrued Balance at Beginning of Period Charges Cash Payments Other
−Removed: Accrued Balance at End of Period
−Removed: Successor Year Ended December, 31, 2020 $ 66 $ 142 $ ( 137 ) $ ( 18 ) $ 53
−Removed: Successor Period - 2019 $ 66 $ — $ — $ — $ 66
−Removed: Predecessor Period - 2019 $ 59 $ 152 $ ( 120 ) $ ( 25 ) $ 66
−Removed: Predecessor Year Ended December 31, 2018 $ 61 $ 120 $ ( 109 ) $ ( 13 ) $ 59
−Removed: Weatherford International plc – 2020 Form 10-K | 76
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
We lease certain facilities, land, vehicles, and equipment.
9 unchanged sentences
Period From Period From
−Removed: Year 12/14/2019 1/1/2019
−Removed: Ended through through
+Added: Years Ended 12/14/2019 1/1/2019
+Added: December 31, through through
(Dollars in millions) 2021 2020 12/31/2019 12/13/2019
7 unchanged sentences
Total Lease Expense $ 138 $ 148 $ 10 $ 205
−Removed: Lease expense incurred under operating leases was $ 187 million for the Predecessor year ended December 31, 2018.
+Added: Weatherford International plc – 2021 Form 10-K | 69
We are committed under various operating lease agreements primarily related to office space and equipment.
9 unchanged sentences
Present Value of Lease Liabilities $ 187 $ 56
−Removed: Weatherford International plc – 2020 Form 10-K | 77
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Successor Predecessor
1 unchanged sentence
12/14/2019 1/1/2019
−Removed: Year Ended through through
+Added: Years Ended through through
(Dollars in millions except years and percentages) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
5 unchanged sentences
ROU assets obtained in exchange of new operating lease liabilities $ 23 $ 37 $ 2 $ 59
−Removed: ROU assets obtained in exchange of new finance lease liabilities $ 4 $ — $ 6
Loss on sale leaseback transactions (short-term) (a)
−Removed: December 31, 2020 December 31, 2019
+Added: $ — $ — $ — $ 34
+Added: December 31, 2021 December 31, 2020 December 31, 2019
Weighted-average remaining lease term (years)
4 unchanged sentences
Finance leases 8.9 % 9.1 % 9.1 %
−Removed: (a) Included in “Impairments and Other Charges” in our Consolidated Statements of Operations and “Other Assets and Liabilities, Net” in our Consolidated Statements of Cash Flows.
+Added: (a) Included in “Goodwill and Long-Lived Assets Impairment” in our Consolidated Statements of Operations and “Other Assets and Liabilities, Net” in our Consolidated Statements of Cash Flows.
Weatherford International plc – 2021 Form 10-K | 70
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
13 – Borrowings and Other Debt Obligations
5 unchanged sentences
11.00 % Exit Notes due 2024
−Removed: $ 2,098 $ 2,097
8.75 % Senior Secured Notes due 2024
+Added: 6.5 % Senior Secured Notes due 2028
+Added: 8.625 % Senior Notes due 2030
Finance Lease Long-term Portion 44 48
Long-term Debt $ 2,416 $ 2,601
+Added: Our Exit Notes, 2024 Senior Secured Notes (before repayment in 2021), 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.
+Added: The bond redemption premiums and noncash loss on extinguishment of debt related to the unamortized debt issuance costs are presented as “Loss on Extinguishment of Debt and Bond Redemption Premium” on the Consolidated Statements of Operations.
On December 13, 2019, we issued unsecured 11.00 % Exit Notes due in 2024 for an aggregate principal amount of $ 2.1 billion (of which $ 500 million was in the form of Exit Takeback Notes to existing creditors on the senior notes being cancelled).
−Removed: 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.
−Removed: We commenced interest payments thereunder on June 1, 2020.
−Removed: At any time prior to December 1, 2021, the Company may redeem the Exit Notes, in whole or in part, at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) the “make-whole” premium at the redemption date, plus (iii) accrued and unpaid interest, if any, to the redemption date (subject to the right of the noteholders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
−Removed: On and after December 1, 2021, the Company may redeem all or part of the 11.00 % Exit Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 105.5 % for the twelve-month period beginning on December 1, 2021;
−Removed: (ii) 102.75 % for the twelve-month period beginning on December 1, 2022;
−Removed: and (iii) 100 % for the twelve-month period beginning December 1, 2023 and at any time thereafter, plus accrued and unpaid interest at the redemption date.
−Removed: In addition, at any time prior to December 1, 2022, the Company may redeem up to $ 500 million in the aggregate principal amount of the 11.00 % Exit Notes at a redemption price of 103 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.
−Removed: If a change of control (as defined in the Indenture) occurs, holders of the Exit Notes will have the right to require the Company to repurchase all or any part of their Exit Notes at a purchase price equal to 101 % of the aggregate principal amount of the 11.00 % Exit Notes repurchased, plus accrued and unpaid interest, if any, to the repurchase date.
−Removed: The Exit Notes are guaranteed on a senior basis by the Company’s existing domestic subsidiaries and certain foreign subsidiaries that guarantee its obligations under the Exit Credit Agreements on a full and unconditional basis.
+Added: Interest on the Exit Notes accrues at the rate of 11.00 % per annum and is payable semiannually on June 1 and December 1 and commenced June 1, 2020.
+Added: Proceeds from the issuance were reduced by debt issuance costs which reduced the carrying amount of the debt liability and are recognized using the effective interest rate method over the term of the debt in “Interest Expense, Net” on our Consolidated Financial Statements.
+Added: 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.
+Added: On October 27, 2021, we issued $ 1.6 billion of 2030 Senior Notes (defined below) and 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 of $ 71 million.
+Added: We paid and recognized a $ 103 million bond redemption premium and recognized a $ 2 million noncash loss on extinguishment of debt related to the unamortized debt issuance costs.
+Added: At December 31, 2021, the carrying value of $ 300 million represents the remaining unpaid principal.
2024 Senior Secured Notes
−Removed: On August 28, 2020, Weatherford International Ltd., as issuer, Weatherford International plc and Weatherford International, LLC, as guarantors, and the other subsidiary guarantors party thereto, entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, and issued the Senior Secured Notes in an aggregate principal amount of $ 500 million.
−Removed: Interest on the Senior Secured Notes accrues at the rate of 8.75 % per annum and is payable semiannually in arrears on March 1 and September 1, commencing on March 1, 2021.
−Removed: Proceeds from the issuance were reduced by a purchase commitment discount of $ 25 million and a commitment fee of $ 15 million.
−Removed: These debt issuance costs along with legal and other direct costs are presented as a contra-liability of the carrying amount of the debt liability and will be recognized using the effective interest rate method over the term of the debt in “Interest Expense, Net” on our Consolidated Financial Statements.
−Removed: The Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by the Company’s material
+Added: On August 28, 2020, we entered into an indenture and issued the 8.75 % Senior Secured Notes in an aggregate principal amount of $ 500 million maturing September 1, 2024 (the “2024 Senior Secured Notes”).
+Added: Interest accrued at the rate of 8.75 % per annum and was payable semiannually on March 1 and September 1, which commenced on March 1, 2021.
+Added: Proceeds from the issuance were reduced by a purchase commitment discount of $ 25 million and a commitment fee of $ 15 million which reduced the carrying amount of the debt liability and were recognized using the effective interest rate method over the term of the debt in “Interest Expense, Net” on our Consolidated Financial Statements.
+Added: On September 30, 2021, we repaid the principal outstanding on 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.
+Added: 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.
Weatherford International plc – 2021 Form 10-K | 71
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: domestic subsidiaries, certain material foreign subsidiaries, and in the future by other subsidiaries that guarantee its obligations under the LC Credit Agreement or other material indebtedness.
−Removed: The Senior Secured Notes are secured by substantially all of the assets of the Company and the guarantors (on an effectively first-priority basis with respect to the priority collateral for the Senior Secured Notes, and on an effectively second-priority basis with respect to the priority collateral for the LC Credit Agreement, in each case, subject to permitted liens).
+Added: 2028 Senior Secured Notes
+Added: On September 30, 2021, we issued 6.5 % Senior Secured Notes in aggregate principal amount of $ 500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”).
+Added: 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.
+Added: Proceeds from the issuance were reduced by debt issuance costs which reduced the carrying amount of the debt liability and are being recognized using the effective interest rate method over the term of the debt in “Interest Expense, Net” on our Consolidated Financial Statements.
+Added: The 2028 Senior Secured Notes and the related guarantees are secured by substantially all of the assets and properties of the Company and the other guarantors (on an effectively first-priority basis with respect to the priority collateral for the 2028 Senior Secured Notes, and on an effectively second-priority basis with respect to the priority collateral for the senior secured letter of credit agreement (the “LC Credit Agreement”), in each case, subject to permitted liens).
+Added: 2030 Senior Notes
+Added: 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”).
+Added: 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.
+Added: Proceeds from the issuance were reduced by debt issuance costs which reduced the carrying amount of the debt liability and are being recognized using the effective interest rate method over the term of the debt in “Interest Expense, Net” on our Consolidated Financial Statements.
LC Credit Agreement
−Removed: On December 13, 2019, pursuant to the terms of the Plan, we entered into the LC Credit Agreement in an aggregate amount of $ 195 million maturing on June 13, 2024 with the lenders party thereto and Deutsche Bank Trust Company Americas as administrative agent.
−Removed: The LC Credit Agreement is used for the issuance of bid and performance letters of credit of the Company and certain of its subsidiaries.
−Removed: On August 28, 2020, we amended the LC Credit Agreement to, among other things, increase the aggregate commitments to $ 215 million, modify the maturity date to May 29, 2024 and reduce the minimum liquidity covenant from $ 200 million to $ 175 million.
+Added: We have a senior secured letter of credit agreement (the “LC Credit Agreement”) in an aggregate amount of $ 215 million maturing on May 29, 2024, which is used by the Company and certain of its subsidiaries for the issuance of bid and performance letters of credit.
+Added: On September 20, 2021, certain provisions and covenants of the LC Credit Agreement were amended as follows to:
+Added: • 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;
+Added: • Remove the minimum secured liquidity requirement;
+Added: • Increase the minimum aggregate liquidity requirement from $ 175 million to $ 300 million;
+Added: • Decrease the minimum aggregate book value of certain pledged assets requirement from $ 1.25 billion to $ 1 billion;
+Added: • Increase the ability to redeem debt up to $ 500 million subject to minimum aggregate liquidity of $ 400 million at the time of repayment or redemption.
At December 31, 2021, we had approximately $ 181 million in outstanding letters of credit under the LC Credit Agreement and availability of $ 34 million.
−Removed: Our unamortized issuance costs at December 31, 2020 was $ 12 million and is recognized over the term of the agreement in “Other Expense, Net” on our Consolidated Financial Statements.
−Removed: As of December 31, 2020, we had $ 338 million of letters of credit outstanding, consisting of the $ 167 million mentioned above under the LC Credit Agreement and another $ 171 million under various uncommitted facilities (of which there was $ 164 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets).
−Removed: The outstanding amount of each letter of credit under the LC Credit Agreement bears interest at LIBOR plus an applicable margin of 350 basis points per annum.
+Added: The outstanding amount of each letter of credit under the LC Credit Agreement bears interest at London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 350 basis points per annum.
+Added: We expect LIBOR to continue to be published until June 2023, and expect to transition to an alternative to LIBOR prior to that termination date.
+Added: The LC Credit Agreement currently contains provisions allowing the Administrative Agent to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR.
The LC Credit Agreement includes (i) a 12.5 basis point per annum fronting fee on the outstanding amount of each such letter of credit and (ii) an unused commitment fee in respect of the unutilized commitments at a rate of 50 basis point per annum on the average daily unused commitments under the LC Credit Agreement.
−Removed: The LC Credit Agreement is secured by substantially all the personal assets and properties of the Company and certain of its subsidiaries (including a first lien on the priority collateral for the LC Credit Agreement and a second lien on the priority collateral for Senior Secured Notes, in each case, subject to permitted liens).
+Added: The LC Credit Agreement is secured by substantially all the personal assets and properties of certain subsidiaries of the Company and (including a first lien on the priority collateral for the LC Credit Agreement and a second lien on the priority collateral for Senior Secured Notes, in each case, subject to permitted liens).
The LC Credit Agreement is also guaranteed on an unsecured basis by certain other subsidiaries of the Company.
+Added: As of December 31, 2021, we had $ 342 million of letters of credit outstanding, consisting of the $ 181 million mentioned above under the LC Credit Agreement and another $ 161 million under various uncommitted bi-lateral facilities (of which there was $ 158 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets).
+Added: Weatherford International plc – 2021 Form 10-K | 72
ABL Credit Agreement
−Removed: On the Effective Date pursuant to the terms of the Plan, the Company entered into the ABL credit agreement in an aggregate amount of $ 450 million with the lenders party thereto and Wells Fargo Bank, N.A.
+Added: On the Effective Date pursuant to the terms of the Plan, the Company entered into a senior secured asset-based lending agreement (the “ABL Credit Agreement”) in an aggregate amount of $ 450 million with the lenders party thereto and Wells Fargo Bank, N.A.
as administrative agent.
−Removed: On August 28, 2020, we issued $ 500 million of 8.75 % Senior Secured Notes due 2024 (“Senior Secured Notes”) and terminated the ABL Credit Agreement.
+Added: On August 28, 2020, we terminated the ABL Credit Agreement.
At the time of termination, there were no loan amounts outstanding under the ABL Credit Agreement, and all outstanding letters of credit thereunder were either cash collateralized or transferred to issuing banks under the LC Credit Agreement, described above.
−Removed: Upon termination of the ABL Credit Agreement, we recorded $ 15 million of unamortized deferred debt issuance costs in “Interest Expense, Net” on our Consolidated Financial Statements.
−Removed: At December 31, 2019, the Company did no t have any borrowings under the ABL Credit Agreement.
−Removed: Covenants for the Exit and Senior Secured Notes and LC Credit Agreement
+Added: Upon termination, we recorded $ 15 million of unamortized deferred debt issuance costs in “Loss on Termination of ABL Credit Agreement” on our Consolidated Statements of Operations.
+Added: Covenants for the Exit Notes, 2028 Senior Secured Notes and LC Credit Agreement
The indentures governing the Exit Notes and 2028 Senior Secured Notes contain covenants that limit, among other things, our ability and the ability of certain of our subsidiaries, to:
7 unchanged sentences
and enter into mergers or consolidations.
−Removed: The Company is subject to a $ 175 million minimum liquidity covenant under our amended LC Credit Agreement and Senior Secured notes and, as defined in the applicable documents, Weatherford had available liquidity of $ 928 million as of December 31, 2020.
−Removed: Under our amended LC Credit Agreement, the Company is also subject to a minimum secured liquidity (or cash in controlled accounts) covenant of $ 125 million.
−Removed: Our secured liquidity was $ 779 million at December 31, 2020.
+Added: The Company is subject to a $ 300 million minimum aggregate liquidity requirement covenant under our amended LC Credit Agreement as defined in the applicable documents.
+Added: In the event (1) the Exit Notes have an investment grade rating from both of Moody’s Investors Service (“Moody’s”), and Standard and Poor’s (“S&P’) and (2) no default has occurred and is continuing under the indenture, certain of these and other covenants will be suspended and cease to be in effect so long as the rating assigned by either Moody’s or S&P has not subsequently declined to below Baa3 or BBB- (or equivalent).
+Added: The indentures also provide for certain customary events of default, including, among others, nonpayment of principal or interest, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, bankruptcy and insolvency events, and cross acceleration, which would permit the principal, premium, if any, interest and other monetary obligations on all the then outstanding Exit Notes and 2028 Senior Secured Notes to be declared due and payable immediately.
As of December 31, 2021, we were in compliance with the covenants of the indentures governing the Exit Notes and 2028 Senior Secured Notes and the LC Credit Agreement.
−Removed: At such time as (1) the Exit Notes have an investment grade rating from both of Moody’s Investors Service, Inc.
−Removed: and Standard and Poor’s Ratings Services and (2) no default has occurred and is continuing under the Indenture, certain of these and
−Removed: Weatherford International plc – 2020 Form 10-K | 80
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: other covenants will be suspended and cease to be in effect so long as the rating assigned by either Moody’s or S&P has not subsequently declined to below Baa3 or BBB- (or equivalent).
−Removed: The Indentures also provides for certain customary events of default, including, among others, nonpayment of principal or interest, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, bankruptcy and insolvency events, and cross acceleration, which would permit the principal, premium, if any, interest and other monetary obligations on all the then outstanding Senior Secured Notes and Exit Notes to be declared due and payable immediately.
The following is a summary of scheduled debt maturities by year:
4 unchanged sentences
Total Debt Carrying Value $ 2,428
−Removed: Predecessor Debt
−Removed: Prior Credit Agreements
−Removed: During our bankruptcy proceedings, we had an unsecured senior revolving credit agreement (the “A&R Credit Agreement”), a Secured Second Lien 364-Day Revolving Credit Agreement (the “364-Day Credit Agreement”) and a Term Loan Agreement, collectively referred to as the “Prior Credit Agreements.” See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for further details.
−Removed: Predecessor Senior and Exchangeable Senior Notes
−Removed: Prior to the Petition Date, we issued various senior notes and an exchangeable senior note, all of which ranked equally with our existing and future senior unsecured indebtedness, which had semi-annual interest payments and no sinking fund requirements.
−Removed: See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and “Note 3 – Fresh Start Accounting” for further details.
−Removed: Predecessor Tender Offers
−Removed: Our February 2018 debt offering partially funded a concurrent tender offer to purchase for cash any and all of our 9.625 % senior notes due 2019.
−Removed: We settled the tender offer in cash for the amount of $ 475 million, retiring an aggregate face value of $ 425 million and accrued interest of $ 20 million.
−Removed: In April 2018, we repaid the remaining principal outstanding on an early redemption of the bond.
−Removed: We recognized a cumulative bond tender loss of $ 34 million on these transactions in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
Weatherford International plc – 2021 Form 10-K | 73
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
14 – Fair Value of Financial Instruments, Assets and Other Assets
11 unchanged sentences
These short-term borrowings are classified as Level 2 in the fair value hierarchy.
−Removed: As of December 31, 2019 we held $ 50 million of held-to-maturity Angolan government bonds which matured in 2020 and we collected the proceeds.
The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors.
Fair value will 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.
−Removed: 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.
−Removed: The fair value and carrying value of our senior notes were as follows:
+Added: The fair value of our long-term debt in the following table is classified as Level 2 in the fair value hierarchy and is established based on observable inputs in less active markets.
December 31, 2021 December 31, 2020
−Removed: (Dollars in millions) 2020 2019
+Added: (Dollars in millions) Carrying Value Fair Value Carrying Value Fair Value
11.00 % Exit Notes due 2024
+Added: $ 300 $ 311 $ 2,098 $ 1,628
8.75 % Senior Secured Notes due 2024
−Removed: Total Fair Value of Senior Notes $ 2,135 $ 2,252
−Removed: Carrying Value of Senior Notes $ 2,553 $ 2,097
+Added: 6.5 % Senior Secured Notes due 2028
+Added: 8.625 % Senior Notes due 2030
+Added: 1,584 1,660 — —
+Added: Total Long-Term Debt $ 2,372 $ 2,499 $ 2,553 $ 2,135
Non-recurring Fair Value Measurements
6 unchanged sentences
The market approach considered market multiples of comparable publicly traded companies to estimate fair value as a multiple of each reporting unit’s actual and forecasted earnings.
−Removed: During the 2020 Successor Period, we recognized long-lived asset impairments to write-down our assets or asset groups to the lower of carrying amount or fair value less cost to sell, triggered by the current and forecasted impacts of the COVID-19
−Removed: Weatherford International plc – 2020 Form 10-K | 82
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: pandemic on our operations.
+Added: During the 2020 Successor Period, we recognized long-lived asset impairments to write-down our assets or asset groups to the lower of carrying amount or fair value less cost to sell, triggered by the current and forecasted impacts of the COVID-19 pandemic on our operations.
The Level 3 fair values of the long-lived assets or asset groups were determined using a combination of the income approach and the market approach.
−Removed: The unobservable inputs to the income approach requiring significant assumptions include each asset groups estimated discounted future cash flows, specifically the forecasted revenue, forecasted operating margins, and the discount rate.
+Added: The unobservable inputs to the income approach requiring significant assumptions include each asset groups estimated discounted future cash flows, specifically the forecasted revenue,
+Added: Weatherford International plc – 2021 Form 10-K | 74
+Added: forecasted operating margins, and the discount rate.
During the 2019 Predecessor Period, we recognized long-lived asset impairments to write-down our assets to the lower of carrying amount or fair value less cost to sell.
1 unchanged sentence
The Level 3 fair values of the long-lived assets were determined using a combination of the income approach and the market approach.
−Removed: In 2018, our annual and interim goodwill impairment tests indicated that our goodwill was impaired and as a result three of our reporting units were written down to their estimated fair values.
−Removed: The Level 3 fair values of our reporting units were determined using a combination of the income approach and the market approach.
−Removed: The unobservable inputs to the income approach requiring significant assumptions include each reporting unit’s estimated discounted future cash flows, specifically the forecasted revenue, forecasted operating margins, and the discount rate.
−Removed: The market approach considered market multiples of comparable publicly traded companies to estimate fair value as a multiple of each reporting unit’s actual and forecasted earnings.
−Removed: During 2018, long-lived assets were impaired and written down to their estimated fair values due to the sustained downturn in the oil and gas industry that resulted in a reassessment of our disposal groups for our land drilling rigs that were included in assets held for sale at December 31, 2018.
−Removed: The Level 3 fair values of the long-lived assets were determined using a combination of the income approach and the market approach.
−Removed: The market approach considered market sales values for similar assets.
−Removed: The unobservable inputs to the income approach included the assets’ estimated future cash flows and estimates of discount rates commensurate with the assets’ risks.
−Removed: See further discussion at “Note 4 – Impairments and Other Charges,” “Note 10 – Long-Lived Asset Impairments”, and “Note 11 – Goodwill and Intangible Assets.”
+Added: See further discussion at “Note 6 – Impairments and Other Charges, Net,” “Note 7 – Long-Lived Assets Impairment”, and “Note 11 – Goodwill and Intangibles, Net.”
15 – Derivative Instruments
−Removed: Fro m time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk.
+Added: From time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk.
We manage our debt portfolio to achieve an overall desired position of fixed and floating rates.
3 unchanged sentences
The fair values of all our outstanding derivative instruments are determined using a model with Level 2 inputs including quoted market prices for contracts with similar terms and maturity dates.
−Removed: Warrants – Predecessor
−Removed: During the fourth quarter of 2016, in conjunction with the issuance of 84.5 million ordinary shares, we issued one warrant (“Old Warrant”) that gave the holder the option to acquire an additional 84.5 million ordinary shares.
−Removed: The exercise price on the Old Warrant was $ 6.43 per share and was exercisable prior to May 21, 2019.
−Removed: The option period lapsed and the warrants expired unexercised with a fair value of zero.
−Removed: The Old Warrant was carried at fair value on the Consolidated Balance Sheets and changes in the fair value were reported through earnings.
−Removed: The Old Warrant fair value was a Level 2 valuation and was estimated using the Black Scholes valuation model.
−Removed: Inputs to the model included Weatherford’s share price, volatility of our share price, and the risk-free interest rate.
−Removed: We recognized an insignificant gain in May 2019 related to the Old Warrant expiration.
−Removed: In 2018, we recognized a gain of $ 70 million with changes in fair value of the Old Warrant recorded each period in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
−Removed: The change in fair value of the Old Warrant during 2018 was primarily driven by eliminating the warrant share value associated with any future equity issuance and a decrease in Weatherford’s stock price.
−Removed: Weatherford International plc – 2020 Form 10-K | 83
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
We enter into contracts to hedge our exposure to currency fluctuations in various foreign currencies.
At December 31, 2021 and December 31, 2020, we had outstanding foreign currency forward contracts with notional amounts aggregating to $ 349 million and $ 337 million, respectively.
−Removed: These foreign currency forward contracts are not designated as hedges under ASU 2014-03 , Derivatives and Hedging (Topic 815) .
+Added: These foreign currency forward contracts are not designated as hedges under ASU 2014-03 , Derivatives and Hedging (Topic 815) or “Topic 815”.
The notional amounts of our foreign currency forward contracts do not generally represent amounts exchanged by the parties and thus are not a measure of the cash requirements related to these contracts or of any possible loss exposure.
The amounts actually exchanged at maturity are calculated by reference to the notional amounts and by other terms of the derivative contracts, such as exchange rates.
−Removed: Our foreign currency derivatives are not designated as hedges under ASC 815, and the changes in fair value of the contracts were not material to our consolidated results and are recorded in each period in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
+Added: Our foreign currency derivatives are not designated as hedges under Topic 815, and the changes in fair value of the contracts were not material to our consolidated results and are recorded in each period in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
+Added: Weatherford International plc – 2021 Form 10-K | 75
16 – Retirement and Employee Benefit Plans
We have defined contribution plans covering certain employees.
−Removed: Contribution expenses related to these plans totaled $ 13 million, $ 31 million and $ 37 million for the Successor year ended December 31, 2020, the 2019 Predecessor Period and the year ended December 31, 2018, respectively.
+Added: Contribution expenses related to these plans totaled $ 16 million, $ 13 million and $ 31 million for the 2021 and 2020 Successor Periods and the 2019 Predecessor Period, respectively.
Contribution expense for the 2019 Successor Period was not material.
4 unchanged sentences
Plan benefits are generally based on factors such as age, compensation levels and years of service.
−Removed: Net periodic benefit cost related to these plans totaled $ 2 million, $ 5 million, and $ 8 million for the Successor year ended December 31, 2020, the 2019 Predecessor Period and the Predecessor year ended December 31, 2018, respectively.
+Added: Net periodic benefit cost related to these plans totaled $ 4 million, $ 2 million, and $ 5 million for the 2021 and 2020 Successor Periods and the 2019 Predecessor Period, respectively.
Net periodic benefit cost for the 2019 Successor Period was not material.
−Removed: The decrease in net periodic benefit cost in 2020 is due to curtailment gains related to headcount reduction.
−Removed: The decrease in net periodic benefit cost in the 2019 Predecessor Period was due primarily to the conversion of our Netherlands plan from defined benefit to defined contribution which led to no defined benefit expense for the year and a curtailment gain for that plan.
The projected benefit obligations on a consolidated basis were $ 207 million and $ 231 million as of December 31, 2021 and December 31, 2020, respectively.
−Removed: The increase year over year is due primarily to actuarial losses as a result of lower discount rates along with fluctuations in foreign currency.
+Added: The decrease year over year is due primarily to actuarial gains as a result of increased discount rates.
The fair values of plan assets on a consolidated basis (determined primarily using Level 2 inputs) were $ 160 million and $ 164 million as of December 31, 2021 and December 31, 2020, respectively.
−Removed: The increase in plan assets year over year is due primarily to positive asset returns as well as foreign currency fluctuations.
−Removed: As of December 31, 2020 and December 31, 2019, the net underfunded obligation was substantially all recorded within Other Non-current Liabilities.
−Removed: Additionally, the consolidated pre-tax amount in accumulated other comprehensive income (loss) as of December 31, 2020 and 2019, that has not yet been recognized as a component of net periodic benefit cost was a net loss of $ 12 million and net gain of $ 2 million, respectively.
+Added: As of December 31, 2021, the net underfunded obligation consisted of $ 16 million of funded obligations recorded to “Other Non-current Assets” and $ 63 million of underfunded obligations substantially all recorded to “Other Non-current Liabilities” on our Consolidated Balance Sheets.
+Added: As of December 31, 2020, the net underfunded obligation was substantially all recorded to “Other Non-current Liabilities” on our Consolidated Balance Sheets.
+Added: Additionally, the consolidated pre-tax amount in accumulated other comprehensive income (loss) as of December 31, 2021 and 2020, that has not yet been recognized as a component of net periodic benefit cost was a net gain of $ 1 million and net loss of $ 12 million, respectively.
+Added: As mentioned above, increased discount rates were the primary driver of the overall gain in 2021.
The weighted average assumption rates used for benefit obligations were as follows:
9 unchanged sentences
2.00 % - 3.48 %
−Removed: During the year ended December 31, 2020 and the 2019 Predecessor Period, we made contributions and paid direct benefits of $ 5 million and $ 5 million, respectively, in connection with our defined benefit pension and other post-retirement benefit plans.
−Removed: Contributions in the 2019 Successor Period were immaterial.
+Added: During the years ended December 31, 2021 and 2020, we made contributions and paid direct benefits of $ 5 million and $ 5 million, respectively, in connection with our defined benefit pension and other post-retirement benefit plans.
+Added: Contributions in the 2019 Successor Period were not material.
In 2022, we expect to fund approximately $ 5 million related to those plans.
Weatherford International plc – 2021 Form 10-K | 76
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: 17 – Disputes, Litigation and Legal Contingencies
+Added: We are subject to lawsuits and claims arising out of the nature of our business.
+Added: 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.
+Added: 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.
+Added: If one or more negative outcomes were to occur relative to these cases, the aggregate impact to our financial condition could be material.
+Added: Due to the COVID-19 pandemic, courts in many jurisdictions around the world were temporarily closed for trials and hearings and have been slow to reopen, which has resulted in delays in many of our litigation matters.
+Added: Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 were $ 40 million and $ 43 million, respectively.
+Added: GAMCO Shareholder Litigation
+Added: On September 6, 2019, GAMCO Asset Management, Inc.
+Added: (“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.
+Added: GAMCO alleges violations of Sections 10(b) and 20(b) of the Securities Exchange Act of 1934, and violations of Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) based on allegations that the Company and certain of its officers made false and/or misleading statements, and alleged non-disclosure of material facts, regarding our business, operations, prospects and performance.
+Added: GAMCO seeks damages on behalf of purchasers of the Company’s ordinary shares from October 26, 2016 through May 10, 2019.
+Added: 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.
+Added: McCollum, et al., Case No.
+Added: 4:19-cv-03363.
+Added: The District Court Judge appointed Utah Retirement Systems (“URS”) as Lead Plaintiff, and on March 16, 2020, URS filed its Amended Complaint.
+Added: URS added the Company as a defendant but dropped the claims against non-officer board members and all the claims under the Securities Act.
+Added: The defendants filed their motion to dismiss on May 18, 2020, and the Court granted the motion on May 14, 2021.
+Added: URS appealed the Court’s Opinion on Dismissal to the Court of Appeals for the Fifth Circuit, and the parties are awaiting a decision.
+Added: We cannot reliably predict the outcome of the claims, including the amount of any possible loss.
+Added: Weatherford International plc – 2021 Form 10-K | 77
+Added: 18 – Share-Based Compensation
+Added: As part of the emergence from bankruptcy in 2019, all outstanding awards under our previous share-based compensation plans were cancelled, and the 2019 Equity Incentive Plan was approved.
+Added: The 2019 Plan was amended and restated in 2020.
+Added: The share-based compensation plan permits the grant of options, share appreciation rights, restricted share awards, restricted share units, and other share-based and performance-based awards to any employee, consultant or non-employee director.
+Added: The provisions of each award vary based on the type of award granted and are determined by the Compensation and Human Resources Committee of our Board of Directors.
+Added: Those awards that are based on a specific contractual term will be granted with a term not to exceed 10 years.
+Added: When the Company settles awards with shares, new shares are issued.
+Added: Recipients of restricted share units (“RSUs”) and performance-based restricted share units (“PSUs”) do not have the rights of a shareholder until such date as the shares are issued or transferred to the recipient under the Plan.
+Added: During the 2021 Successor Period, we granted 5 million RSUs, Phantom RSUs and PSUs, and the number of units vested and forfeited was immaterial.
+Added: As of December 31, 2021, 8 million shares authorized under our 2019 Plan were remaining, of which 3 million were available for future grants.
+Added: For RSUs, compensation expense is recognized on a straight-line basis over the requisite service period for the separately vesting portion of each award.
+Added: For Phantom RSUs, which may be settled in either cash or shares, compensation expense is recognized over the requisite service period and remeasured based on current fair value.
+Added: For PSUs, compensation expense is recognized over the requisite service period for the entire award, with adjustments for estimated payout.
+Added: We record shared-based compensation in “Selling, General and Administrative” on the accompanying Consolidated Statements of Operations.
+Added: We recognized $ 25 million, an immaterial amount and zero in the 2021, 2020 and 2019 Successor Periods, respectively.
+Added: During the 2019 Predecessor Period, we recognized $ 46 million, of which $ 24 million was recorded in “Selling, General and Administrative” and the remainder in “Other Charges (Credits), Net” to include $ 24 million related to the acceleration of share-based compensation at Fresh Start offset by $ 2 million in terminated executive forfeitures.
+Added: Weatherford International plc – 2021 Form 10-K | 78
+Added: 19 – Shareholders’ Equity (Deficiency)
+Added: There were no material changes in our ordinary shares issued as of December 31, 2021 and 2020.
+Added: Upon the effectiveness of the Plan, all previously issued and outstanding equity interests in the Predecessor were cancelled and the Company issued 69,999,954 “New Ordinary Shares” to the holders of the Company’s existing senior notes and holders of “Old Ordinary Shares”.
+Added: The amount in excess of par value of $ 2.9 billion is reported in “Capital in Excess of Par Value ” on the accompanying Consolidated Balance Sheets.
+Added: On the Effective Date, the Company issued New Warrants to holders of the Company’s Old Ordinary Shares, to purchase up to an aggregate of 7,777,779 New Ordinary Shares in the Company, par value $ 0.001 , at an exercise price of $ 99.96 per ordinary share.
+Added: The New Warrants are equity classified and, upon issuance, have a value of $ 31 million, which was recorded in “Capital in Excess of Par Value.” The warrant fair value was a Level 2 valuation and is estimated using the Black Scholes valuation model.
+Added: Inputs to the model include Weatherford’s share price, volatility of our share price, and the risk-free interest rate.
+Added: The New Warrants are exercisable until “Expiration Date” of which is the earlier of (i) December 13, 2023 and (ii) the date of consummation of any liquidity event resulting in the sale or exchange of all or substantially all of the equity interests of the Company to one or more third parties (whether by merger, sale, recapitalization, consolidation, combination or otherwise) or the sale, directly or indirectly, by the Company of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole;
+Added: or a liquidation, dissolution or winding up of the Company.
+Added: All unexercised New Warrants will expire, and the rights of the warrant holders to purchase New Ordinary Shares will terminate, on the Expiration Date.
+Added: During 2021 and 2020, an immaterial number of warrants were exercised.
+Added: Accumulated Other Comprehensive Loss
+Added: The following table presents the changes in our accumulated other comprehensive loss by component:
+Added: (Dollars in millions) Currency Translation Adjustment Defined Benefit Pension Total
+Added: Balance at December 31, 2019 $ 7 $ 2 $ 9
+Added: Other Comprehensive Income ( 38 ) ( 14 ) ( 52 )
+Added: Balance at December 31, 2020 $ ( 31 ) $ ( 12 ) $ (43)
+Added: Other Comprehensive Income ( 5 ) $ 13 $ 8
+Added: Balance at December 31, 2021 $ ( 36 ) $ 1 $ ( 35 )
+Added: Weatherford International plc – 2021 Form 10-K | 79
+Added: 20 – Earnings per Share
+Added: Basic earnings (loss) per share for all periods presented equals net income (loss) divided by our weighted average shares outstanding during the period.
+Added: Diluted earnings (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including potential dilutive ordinary shares.
+Added: The following table presents our basic and diluted weighted average shares outstanding and loss per share :
+Added: Successor Predecessor
+Added: Period From Period From
+Added: 12/14/19 1/1/2019
+Added: Year Ended through through
+Added: (Shares in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
+Added: Net Income (Loss) Attributable to Weatherford $ ( 450 ) $ ( 1,921 ) $ ( 26 ) $ 3,661
+Added: Basic and Diluted Weighted Average Shares Outstanding 70 70 70 1,004
+Added: Basic and Diluted Income (Loss) Per Share Attributable to Weatherford $ ( 6.43 ) $ ( 27.44 ) $ ( 0.37 ) $ 3.65
+Added: Our basic and diluted weighted average shares outstanding for the 2021, 2020 and 2019 Successor Periods are equivalent due to the net loss attributable to shareholders.
+Added: Diluted weighted average shares outstanding for 2021 exclude 10 million potential ordinary shares for restricted share units, performance units, phantom restricted share units, and outstanding warrants.
+Added: Diluted weighted average shares for the 2020 and 2019 Successor Periods exclude 8 million potential ordinary shares.
+Added: Our basic and diluted weighted average shares outstanding for the 2019 Predecessor Period are equivalent as we believe including the dilutive impact of our Predecessor potential shares would not be meaningful as the potential shares were cancelled pursuant to the terms of the Plan.
+Added: Diluted weighted average shares outstanding for the 2019 Predecessor Period exclude 197 million potential ordinary shares for restricted share units, performance units, exchangeable senior notes and warrants outstanding.
+Added: Weatherford International plc – 2021 Form 10-K | 80
+Added: 21 – Income Taxes
We provide for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our subsidiaries are considered resident for income tax purposes.
5 unchanged sentences
12/14/2019 1/1/2019
−Removed: Year Ended through through Year Ended
+Added: Year Ended Year Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
2 unchanged sentences
Provision for Income Taxes $ ( 86 ) $ ( 85 ) $ ( 9 ) $ ( 135 )
−Removed: The difference between the income tax provision at the Irish and/or Swiss income tax rate and the income tax (provision) benefit attributable to “Loss Before Income Taxes” for the 2020 Successor year, 2019 Successor and Predecessor Periods, and the Predecessor year ended December 31, 2018 is analyzed below:
+Added: The difference between the income tax provision at the Irish and/or Swiss income tax rate and the income tax (provision) benefit attributable to “Loss Before Income Taxes” for the 2021 and 2020 Successor years and the 2019 Successor and Predecessor Periods are analyzed below:
Successor Predecessor
1 unchanged sentence
12/14/2019 1/1/2019
−Removed: Year Ended through through Year Ended
+Added: Year Ended Year Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
−Removed: Irish or Swiss Income Tax rate at 25.0 % and 7.83 %, respectively
+Added: Irish or Swiss Income Tax at a rate of 25.0 % and 7.83 %, respectively
$ 86 $ 454 $ 2 $ ( 299 )
8 unchanged sentences
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.
−Removed: Tax expense for the year ended December 31, 2020 includes $ 10 million to recognize valuation allowance in jurisdictions where we are no longer able to forecast taxable income.
−Removed: Weatherford International plc – 2020 Form 10-K | 85
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Our results for the 2019 Predecessor period include $ 32 million of tax expense related to the Fresh Start Accounting impacts and $ 14 million of tax benefit primarily related to goodwill and other asset impairments and write downs.
−Removed: We also recognized $ 4.3 billion gain on Settlement of Liabilities Subject to Compromise as a result of the bankruptcy (See “Note 3 – Fresh Start Accounting”) with no tax impact due to it being attributed to Bermuda, which has no income tax regime, and the U.S., which resulted in the reduction of our U.S.
+Added: We also recognized $ 4.3 billion gain on Settlement of Liabilities Subject to Compromise as a result of the bankruptcy (See “Note 2 –
+Added: Weatherford International plc – 2021 Form 10-K | 81
+Added: Emergence from Chapter 11 Bankruptcy Proceedings”) with no tax impact due to it being attributed to Bermuda, which has no income tax regime, and the U.S., which resulted in the reduction of our U.S.
unbenefited net operating losses carryforward under the operative tax statute and applicable regulations offset by the release of the valuation allowance.
Prepetition charges (charges prior to Petition Date) and reorganization items (charges after Petition Date) had no significant tax impact.
−Removed: Our results for the 2018 Predecessor period include charges with $ 70 million tax benefit principally related to the$ 1.9 billion goodwill impairment.
−Removed: Other significant 2018 charges did not result in significant tax benefit.
Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements.
24 unchanged sentences
The Company assesses the realizability of its deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized.
−Removed: The Company considers all available evidence (both positive and negative) when determining whether a valuation allowance is required.
+Added: The Company considers all available evidence (both positive and negative) when determining whether a valuation allowance is required, with emphasis on our past operating results, the existence of cumulative losses in the most recent years and our forecast of near- term taxable income.
The Company evaluates possible sources of taxable income that may be available to realize the benefit of deferred tax assets, including projected future taxable income, the reversal of existing temporary differences, taxable income in carryback years and available tax planning strategies, and the impact of fresh start accounting in making this assessment.
The realizability of the deferred tax assets is dependent upon judgments and assumptions inherent in the determination of future taxable income, including factors such as future operation conditions (particularly as related to prevailing oil prices and market demand for our products and services).
−Removed: The increase in the valuation allowance in 2020 is primarily attributable to an increase of un-benefited net operating loss carryforwards, primarily attributed to jurisdictions where those losses are not expected to be realized.
+Added: The decrease in the valuation allowance in 2021 is primarily attributable to the utilization of net operating losses previously not expected to be realized.
Weatherford International plc – 2021 Form 10-K | 82
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Deferred income taxes generally have not been recognized on the cumulative undistributed earnings of our non-Irish subsidiaries because they are considered to be indefinitely reinvested.
2 unchanged sentences
Due to complexities in the tax laws and the manner of repatriation, it is not practicable to estimate the unrecognized amount of deferred income taxes and the related dividend withholding taxes associated with these undistributed earnings.
−Removed: At December 31, 2020, we had approximately $ 5.6 billion of NOLs in various jurisdictions, $ 2.0 billion of which were generated by certain U.S.
+Added: At December 31, 2021, we had approximately $ 5.4 billion of net operating losses (“NOLs”) in various jurisdictions, $ 2.0 billion of which were generated by certain U.S.
subsidiaries.
25 unchanged sentences
12/14/2019 1/1/2019
−Removed: Year Ended through through Year Ended
+Added: Year Ended Year Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
7 unchanged sentences
Balance at End of Year $ 235 $ 222 $ 214 $ 213
+Added: Substantially all of the uncertain tax positions, if released in future periods, would impact our effective tax rate.
+Added: Within the total balance is $ 76 million and $ 77 million as of December 31, 2021 and 2020, respectively, that would be offset by net
Weatherford International plc – 2021 Form 10-K | 83
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Substantially all of the uncertain tax positions, if recognized in future periods, would impact our effective tax rate.
−Removed: To the extent penalties and interest would be assessed on any underpayment of income tax, such amounts have been accrued and classified as a component of income tax expense and other non-current liabilities in the Consolidated Financial Statements in accordance with our accounting policy.
−Removed: We recorded an expense of $ 11 million, $ 1 million, $ 15 million, and $ 1 million in interest and penalty for Successor year ended December 31, 2020, the 2019 Successor and Predecessor Periods and the year ended December 31, 2018, respectively.
−Removed: The amounts in the table above exclude cumulative accrued interest and penalties of $ 89 million, $ 77 million and $ 60 million at December 31, 2020, 2019, and 2018, respectively, which are included in other liabilities.
−Removed: We are subject to income tax in many of the over 75 countries where we operate.
+Added: operating losses and other tax attributes if settled.
+Added: Our income tax provision includes penalties and interest on uncertain tax positions of $ 17 million, $ 11 million, $ 1 million, and $ 15 million for Successor years ended December 31, 2021 and 2020, and the 2019 Successor and Predecessor Periods, respectively.
+Added: The amounts in the table above exclude cumulative accrued interest and penalties of $ 104 million and $ 89 million at December 31, 2021 and 2020 respectively, which are included in other non-current liabilities.
+Added: We are subject to income tax in many of the approximately 75 countries where we operate.
As of December 31, 2021, the following table summarizes the tax years that remain subject to examination for the major jurisdictions in which we operate:
4 unchanged sentences
Switzerland 2013 - 2021
−Removed: United States 2017 - 2020
+Added: United States (Federal) 2018 - 2021
We are continuously under tax examination in various jurisdictions.
1 unchanged sentence
As of December 31, 2021, we anticipate that it is reasonably possible that the amount of uncertain tax positions may decrease by up to $ 1 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.
−Removed: Disputes, Litigation and Legal Contingencies
−Removed: We are subject to lawsuits and claims arising out of the nature of our business.
−Removed: 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.
−Removed: 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.
−Removed: If one or more negative outcomes were to occur relative to these cases, the aggregate impact to our financial condition could be material.
−Removed: Due to the COVID-19 pandemic, courts in many jurisdictions around the world have been temporarily closed for trials and hearings, which has resulted in delays in many of our litigation matters.
−Removed: Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019 were $ 43 million and $ 44 million, respectively.
−Removed: Shareholder Litigation
−Removed: GAMCO Shareholder Litigation
−Removed: On September 6, 2019, GAMCO Asset Management, Inc.
−Removed: (“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.
−Removed: GAMCO alleges violations of Sections 10(b) and 20(b) of the Securities Exchange Act of 1934, and violations of Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) based on allegations that the Company and certain of its officers made false and/or misleading statements, and alleged non-disclosure of material facts, regarding our business, operations, prospects and performance.
−Removed: GAMCO seeks damages on behalf of purchasers of the Company’s ordinary shares from October 26, 2016 through May 10, 2019.
−Removed: 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.
−Removed: McCollum, et al., Case No.
−Removed: 4:19-cv-03363.
−Removed: The District Court Judge appointed Utah Retirement Systems (“URS”) as Lead Plaintiff, and on March 16, 2020, URS filed its Amended Complaint.
−Removed: URS added the Company as a defendant but dropped the claims against non-officer board members and all the claims under the Securities Act.
−Removed: The defendants filed their motion to dismiss on May 18, 2020, and plaintiffs filed their response on July 3, 2020.
−Removed: The defendants filed a reply brief on August 3, 2020, and now the Court will rule on the motion to dismiss.
−Removed: We cannot reliably predict the outcome of the claims, including the amount of any possible loss.
−Removed: Weatherford International plc – 2020 Form 10-K | 88
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Prior Shareholder Litigation
−Removed: In 2010, three shareholder derivative actions were filed, and in 2014 a fourth shareholder derivative action was filed, purportedly on behalf of the Company, asserting breach of duty and other claims against certain then-current and former officers and directors of the Company related to the United Nations oil-for-food program governing sales of goods into Iraq, the Foreign Corrupt Practices Act of 1977 and trade sanctions related to the U.S.
−Removed: government investigations disclosed in our SEC filings since 2007.
−Removed: Those shareholder derivative cases were filed in Harris County, Texas state court and consolidated under the caption Neff v.
−Removed: Brady, et al.
−Removed: 2010040764 (collectively referred to as the “ Neff Case ”).
−Removed: Other shareholder demand letters covering the same subject matter were received by the Company in early 2014, and a fourth shareholder derivative action was filed, purportedly on behalf of the Company, also asserting breach of duty and other claims against certain then current and former officers and directors of the Company related to the same subject matter as the Neff Case .
−Removed: That case, captioned Erste-Sparinvest KAG v.
−Removed: Duroc-Danner, et al., No.
−Removed: 201420933 (Harris County, Texas) was consolidated into the Neff Case in September 2014.
−Removed: A motion to dismiss was granted May 15, 2015, and an appeal was filed on June 15, 2015.
−Removed: Following briefing and oral argument, on June 29, 2017, the Texas Court of Appeals denied in part and granted in part the shareholders’ appeal.
−Removed: The Court ruled that the shareholders lacked standing to bring claims that arose prior to the Company’s redomestication to Switzerland in 2009 and upheld the dismissal of those claims.
−Removed: The Court reversed as premature the trial court’s dismissal of claims arising after the redomestication and remanded to the trial court for further proceedings.
−Removed: On February 1, 2018, the individual defendants and nominal defendant Weatherford filed a motion for summary judgment on the remaining claims in the case.
−Removed: On February 13, 2018, the trial court dismissed with prejudice certain directors for lack of jurisdiction.
−Removed: Although the plaintiffs appealed the jurisdictional ruling, on June 19, 2020, the plaintiffs filed a motion to dismiss the appeal with prejudice.
−Removed: This litigation has concluded.
−Removed: Rapid Completions and Packers Plus Litigation
−Removed: Several subsidiaries of the Company are defendants in a patent infringement lawsuit filed by Rapid Completions LLC (“RC”) in U.S.
−Removed: District Court for the Eastern District of Texas on July 31, 2015.
−Removed: RC claims that we and other defendants are liable for infringement of seven U.S.
−Removed: patents related to specific downhole completion equipment and the methods of using such equipment.
−Removed: These patents have been assigned to Packers Plus Energy Services, Inc., a Canadian corporation (“Packers Plus”), and purportedly exclusively licensed to RC.
−Removed: RC is seeking a permanent injunction against further alleged infringement, unspecified damages for infringement, supplemental and enhanced damages, and additional relief such as attorneys’ fees.
−Removed: The Company has filed a counterclaim against Packers Plus, seeking declarations of non-infringement, invalidity, and unenforceability of the four patents that remain asserted against the Company on the grounds of inequitable conduct.
−Removed: The Company is seeking attorneys’ fees and costs incurred in the lawsuit.
−Removed: The litigation was stayed, pending resolution of inter partes reviews (“IPR”) of each of the four patents before the Patent Trial and Appeal Board (“PTAB”) of the U.S.
−Removed: Patent and Trademark Office (“USPTO”).
−Removed: The PTAB issued decisions during 2018 and 2019 finding that all the claims of the asserted patents challenged by the Company in the IPRs were invalid.
−Removed: RC appealed those decisions to the Federal Circuit, which issued a decision affirming the PTAB’s decision that the patents are invalid on January 21, 2020.
−Removed: The litigation in the U.S.
−Removed: has concluded.
−Removed: On October 14, 2015, Packers Plus and RC filed suit in Federal Court in Toronto, Canada against the Company and certain subsidiaries alleging infringement of a related Canadian patent and seeking unspecified damages and an accounting of the Company’s profits.
−Removed: Trial on the validity of the Canadian patent was completed in March 2017.
−Removed: On November 3, 2017, the Federal Court issued its decision, wherein it concluded that the defendants proved that the patent-in-suit was invalid and dismissed Packers Plus and RC’s claims of infringement.
−Removed: On January 5, 2018, Packers Plus and RC filed their Notice of Appeal.
−Removed: The appeal was dismissed in favor of Weatherford.
−Removed: Packers Plus and RC filed an Application for Leave to the Supreme Court of Canada requesting that the Supreme Court hear their appeal from the appellate court’s decision, but the Supreme Court dismissed the Application, thus concluding the litigation.
−Removed: Environmental Contingencies
−Removed: We have obligations and expect to incur capital, operating and maintenance, and remediation expenditures, as a result of compliance with environmental laws and regulations.
−Removed: Among those obligations, are the current requirements imposed by the Texas Commission on Environmental Quality (“TCEQ”) at the former Universal Compression facility in Midland, Texas.
−Removed: At this location we are performing a TCEQ-approved Remedial Action Plan (“RAP”) to address contaminated ground water.
−Removed: The performance of the RAP and related expenses are scheduled to be performed over a ten to twenty-year period and, may cost as much as $ 6 million, which is recorded as undiscounted obligation on the Consolidated Balance Sheets as of December 31,
−Removed: Weatherford International plc – 2020 Form 10-K | 89
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: We continuously monitor and strive to maintain compliance with changes in laws and regulations that impact our business.
−Removed: Shareholders’ Equity (Deficiency)
−Removed: Changes in our ordinary shares issued were as follows:
−Removed: (Shares in millions) Issued
−Removed: Balance at December 31, 2018 (Predecessor) 1,002
−Removed: Equity Awards Granted, Vested and Exercised 7
−Removed: Predecessor Shares Cancellation ( 1,009 )
−Removed: Balance at December 13, 2019 (Predecessor) —
−Removed: Share Issuance 70
−Removed: Balance at December 13, 2019 (Successor) 70
−Removed: Share Issuance —
−Removed: Balance at December 31, 2019 (Successor) 70
−Removed: Share Issuance —
−Removed: Balance at December 31, 2020 (Successor) 70
−Removed: Upon the effectiveness of the Plan, all previously issued and outstanding equity interests in the Predecessor were cancelled and the Company issued 69,999,954 “New Ordinary Shares” to the holders of the Company’s existing senior notes and holders of “Old Ordinary Shares”.
−Removed: The amount in excess of par value of $ 2.9 billion is reported in “Capital in Excess of Par Value ” on the accompanying Consolidated Balance Sheets.
−Removed: On the Effective Date, the Company issued New Warrants to holders of the Company’s Old Ordinary Shares, to purchase up to an aggregate of 7,777,779 New Ordinary Shares in the Company, par value $0.001, at an exercise price of $ 99.96 per ordinary share.
−Removed: The New Warrants are equity classified and, upon issuance, have a value of $ 31 million, which was recorded in “Capital in Excess of Par Value.” The warrant fair value was a Level 2 valuation and is estimated using the Black Scholes valuation model.
−Removed: Inputs to the model include Weatherford’s share price, volatility of our share price, and the risk-free interest rate.
−Removed: The New Warrants are exercisable until “Expiration Date” of which is the earlier of (i) December 13, 2023 and (ii) the date of consummation of any liquidity event resulting in the sale or exchange of all or substantially all of the equity interests of the Company to one or more third parties (whether by merger, sale, recapitalization, consolidation, combination or otherwise) or the sale, directly or indirectly, by the Company of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole;
−Removed: or a liquidation, dissolution or winding up of the Company.
−Removed: All unexercised New Warrants will expire, and the rights of the warrant holders to purchase New Ordinary Shares will terminate, on the Expiration Date.
−Removed: During 2020, an immaterial number of warrants were exercised.
−Removed: Weatherford International plc – 2020 Form 10-K | 90
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Accumulated Other Comprehensive Loss
−Removed: The following table presents the changes in our accumulated other comprehensive loss by component:
−Removed: (Dollars in millions) Currency Translation Adjustment Defined Benefit Pension Deferred Loss on Derivatives Total
−Removed: Balance at December 31, 2018 (Predecessor) $ ( 1,724 ) $ ( 14 ) $ ( 8 ) $ ( 1,746 )
−Removed: Other Comprehensive Income (Loss) before Reclassifications 52 ( 12 ) — 40
−Removed: Reclassifications — 1 8 9
−Removed: Net Activity 52 ( 11 ) 8 49
−Removed: Balance at December 13, 2019 (Predecessor) $ ( 1,672 ) $ ( 25 ) $ — $ ( 1,697 )
−Removed: Elimination of Predecessor Equity Balances 1,672 25 — 1,697
−Removed: Balance at December 13, 2019 (Successor) $ — $ — $ — $ —
−Removed: Other Comprehensive Income 7 2 — 9
−Removed: Balance at December 31, 2019 (Successor) $ 7 $ 2 $ — $ 9
−Removed: Other Comprehensive Income ( 38 ) ( 14 ) — ( 52 )
−Removed: Balance at December 31, 2020 (Successor) $ ( 31 ) $ ( 12 ) $ — $ ( 43 )
−Removed: Weatherford International plc – 2020 Form 10-K | 91
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Share-Based Compensation
−Removed: As part of the emergence from bankruptcy, outstanding awards under all Predecessor equity incentive plans were cancelled, and the 2019 Plan was approved by the Successor.
−Removed: The 2019 Plan was amended and restated in 2020.
−Removed: The share-based compensation plan permits the grant of options, share appreciation rights, restricted share awards, restricted share units, and other share-based and performance-based awards to any employee, consultant or non-employee director.
−Removed: The provisions of each award vary based on the type of award granted and are determined by the Compensation and Human Resources Committee of our Board of Directors.
−Removed: Restricted share units and performance-based share units granted and vested during 2020 were immaterial.
−Removed: As of December 31, 2020, we had 8 million shares available for grant under our Successor share-based compensation plan.
−Removed: Share-based compensation expense was immaterial and zero in the 2020 and 2019 Successor Periods, respectively.
−Removed: During the 2019 and 2018 Predecessor periods, we recognized $ 46 million (which included the acceleration of share-based compensation described at “Note 3 – Fresh Start Accounting and recorded in “Impairments and Other Charges” on the accompanying Consolidated Statements of Operations) and $ 47 million, respectively, recorded in “Selling, General and Administrative” on the accompanying Consolidated Statements of Operations.
−Removed: Earnings per Share
−Removed: Basic earnings (loss) per share for all periods presented equals net income (loss) divided by our weighted average shares outstanding during the period.
−Removed: Diluted earnings (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including potential dilutive ordinary shares.
−Removed: The following table presents our basic and diluted weighted average shares outstanding and loss per share :
−Removed: Successor Predecessor
−Removed: Period From Period From
−Removed: Year 12/14/19 1/1/2019 Year
−Removed: Ended through through Ended
−Removed: (Shares in millions) 12/31/2020 12/31/2019 12/13/2019 12/31/2018
−Removed: Net Income (Loss) Attributable to Weatherford $ ( 1,921 ) $ ( 26 ) $ 3,661 $ ( 2,811 )
−Removed: Basic and Diluted Weighted Average Shares Outstanding 70 70 1,004 997
−Removed: Basic and Diluted Income (Loss) Per Share Attributable to Weatherford $ ( 27.44 ) $ ( 0.37 ) $ 3.65 $ ( 2.82 )
−Removed: Our basic and diluted weighted average shares outstanding for the 2020 and 2019 Successor Periods are equivalent due to the net loss attributable to shareholders.
−Removed: Diluted weighted average shares for the 2020 and 2019 Successor Periods exclude 8 million potential ordinary shares.
−Removed: Our basic and diluted weighted average shares outstanding for the 2019 Predecessor Period are equivalent as we believe including the dilutive impact of our Predecessor potential shares would not be meaningful as the potential shares were cancelled pursuant to the terms of the Plan.
−Removed: Our basic and diluted weighted average shares outstanding for the 2018 Predecessor Period are equivalent due to the net loss attributable to shareholders.
−Removed: Diluted weighted average shares outstanding for the 2019 and 2018 Predecessor Periods exclude 197 million and 251 million potential ordinary shares, respectively, for restricted share units, performance units, exchangeable senior notes and warrants outstanding.
−Removed: Weatherford International plc – 2020 Form 10-K | 92
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Disaggregated Revenue by Product Line and Geographic Region
−Removed: Revenues are attributable to countries based on the ultimate destination of the sale of products or performance of services.
−Removed: During the second quarter of 2020, in order to support the streamlining and realignment of the business, we combined our prior reported four product lines into two product lines, and all prior periods have been retrospectively recast to conform to this new presentation.
−Removed: Our two product lines are as follows:
−Removed: (1) Completion and Production and (2) Drilling, Evaluation and Intervention.
−Removed: The unmanned equipment that we lease to customers as operating leases consists primarily of drilling rental tools (in the Drilling, Evaluation and Intervention product line) and artificial lift pumping equipment (in the Completion and Production product line).
−Removed: 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.
−Removed: The following tables disaggregate our revenues from contracts with customers by major product line and geographic region and includes equipment rental revenues recognized under Accounting Standards Update No.
−Removed: 2016-02, Leases (Topic 842).
−Removed: Equipment revenues recognized was $ 150 million and $ 12 million in the 2020 and 2019 Successor Periods, respectively, and $ 284 million and $ 337 million in the 2019 and 2018 Predecessor Periods, respectively.
−Removed: Revenues in the U.S.
−Removed: were $ 720 million and $ 59 million in the 2020 and 2019 Successor Periods, respectively, and $ 1.3 billion and $ 1.6 billion in the 2019 and 2018 Predecessor Periods, respectively.
−Removed: We had no revenue in our country of domicile (Ireland) in the 2020 and 2019 Successor Periods, and the 2019 and 2018 Predecessor Periods.
−Removed: Successor Predecessor
−Removed: Period From Period From
−Removed: 12/14/2019 1/1/2019
−Removed: Year Ended through through Year Ended
−Removed: (Dollars in millions) 12/31/2020 12/31/2019 12/13/2019 12/31/2018
−Removed: Product Line Revenue by Hemisphere:
−Removed: Completion and Production $ 859 $ 69 $ 1,357 $ 1,709
−Removed: Drilling, Evaluation and Intervention 727 52 1,263 1,354
−Removed: Western Hemisphere $ 1,586 $ 121 $ 2,620 $ 3,063
−Removed: Completion and Production $ 1,020 $ 67 $ 975 $ 965
−Removed: Drilling, Evaluation and Intervention 1,079 73 1,359 1,716
−Removed: Eastern Hemisphere $ 2,099 $ 140 $ 2,334 $ 2,681
−Removed: Total Revenues $ 3,685 $ 261 $ 4,954 $ 5,744
−Removed: Successor Predecessor
−Removed: Period From Period From
−Removed: 12/14/2019 1/1/2019
−Removed: Year Ended through through Year Ended
−Removed: (Dollars in millions) 12/31/2020 12/31/2019 12/13/2019 12/31/2018
−Removed: Revenue by Geographic Areas:
−Removed: North America $ 889 $ 68 $ 1,548 $ 1,987
−Removed: Latin America 697 53 1,072 1,076
−Removed: Western Hemisphere $ 1,586 $ 121 $ 2,620 $ 3,063
−Removed: Middle East & North Africa and Asia $ 1,352 $ 88 $ 1,427 $ 1,716
−Removed: Europe/Sub-Sahara Africa/Russia 747 52 907 965
−Removed: Eastern Hemisphere $ 2,099 $ 140 $ 2,334 $ 2,681
−Removed: Total Revenues $ 3,685 $ 261 $ 4,954 $ 5,744
−Removed: Weatherford International plc – 2020 Form 10-K | 93
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Contract Balances
−Removed: The following table provides information about receivables for product and services included in “Accounts Receivable, Net,” “Contract Assets” and “Contract Liabilities” on our Consolidated Balance Sheets at December 31, 2020 and December 31, 2019.
−Removed: (Dollars in millions) 12/31/2020 12/31/2019
−Removed: Receivables for Product and Services in Accounts Receivable, Net $ 792 $ 1,156
−Removed: Receivables for Equipment Rentals in Account Receivable, Net $ 34 $ 85
−Removed: Contract Assets included in Other Current Assets $ 7 $ 3
−Removed: Contract Liabilities included in Other Current Liabilities $ 37 $ 12
−Removed: Revenue recognized for the year ended December 31, 2020 and 2019 that were included in the contract liabilities balance at the beginning of each year was $ 10 million and $ 61 million, respectively.
−Removed: The increase in contract liabilities was due to advance payments on new or amended contract awards.
−Removed: Included in the activity for 2019 was a fresh start adjustment of $ 29 million, which reduced contract liabilities.
−Removed: Performance Obligations
−Removed: A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606.
−Removed: A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
−Removed: In the following table, estimated revenue expected to be recognized in the future related to performance obligations that are either unsatisfied or partially unsatisfied as of December 31, 2020 primarily relate to subsea services contracts.
−Removed: All consideration from contracts with customers is included in the amounts presented below.
−Removed: (Dollars in millions) 2021 2022 2023 2024 Thereafter Total
−Removed: Service revenue $ 32 $ 37 $ 39 $ 40 $ 54 $ 202
−Removed: Weatherford International plc – 2020 Form 10-K | 94
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Segment Information
−Removed: Reporting Segments
−Removed: The Company’s chief operating decision maker (its chief executive officer) regularly reviews information by our two reportable segments, which are our Western Hemisphere and Eastern Hemisphere segments.
−Removed: These reportable segments are based on management’s organization and view of Weatherford’s business when making operating decisions, allocating resources and assessing performance.
−Removed: Research and development expenses are included in the results of our Western and Eastern Hemisphere segments.
−Removed: Our corporate and other expenses that do not individually meet the criteria for segment reporting are reported separately on the caption Corporate.
−Removed: Financial information by segment is summarized below.
−Removed: Revenues are attributable to countries based on the ultimate destination of the sale of products or performance of services and was further described in “Note 23 – Revenues.” The accounting policies of the segments are the same as those described in “Note 1 – Summary of Significant Accounting Policies.”
−Removed: Successor Predecessor
−Removed: Period From Period From
−Removed: 12/14/2019 1/1/2019
−Removed: Year Ended through through Year Ended
−Removed: (Dollars in millions) 12/31/2020
−Removed: 12/31/2019 12/13/2019 12/31/2018
−Removed: Western Hemisphere $ 1,586 $ 121 $ 2,620 $ 3,063
−Removed: Eastern Hemisphere 2,099 140 $ 2,334 $ 2,681
−Removed: Total Revenue $ 3,685 $ 261 $ 4,954 $ 5,744
−Removed: Operating Income (Loss):
−Removed: Western Hemisphere $ 18 $ ( 4 ) $ 54 $ 208
−Removed: Eastern Hemisphere 37 10 134 119
−Removed: Total Segment Operating Income $ 55 $ 6 $ 188 $ 327
−Removed: Corporate ( 111 ) ( 5 ) ( 118 ) ( 130 )
−Removed: Impairments and Other Charges (a)
−Removed: ( 1,236 ) — ( 1,104 ) ( 2,155 )
−Removed: Restructuring Charges (b)
−Removed: ( 206 ) — ( 189 ) ( 126 )
−Removed: Prepetition Charges (c)
−Removed: Gain on Operational Assets Sale 12 — 15 —
−Removed: Gain on Sale of Businesses, Net (d)
−Removed: Total Operating Income (Loss) $ ( 1,486 ) $ 1 $ ( 1,182 ) $ ( 2,084 )
−Removed: Interest Expense, Net ( 266 ) ( 12 ) ( 362 ) ( 614 )
−Removed: Reorganization Items (c)
−Removed: ( 9 ) ( 4 ) 5,389 —
−Removed: Other Expense, Net ( 53 ) — ( 26 ) ( 59 )
−Removed: Income (Loss) Before Income Taxes $ ( 1,814 ) $ ( 15 ) $ 3,819 $ ( 2,757 )
−Removed: Depreciation and Amortization:
−Removed: Western Hemisphere $ 134 $ 14 $ 171 $ 216
−Removed: Eastern Hemisphere 369 20 269 333
−Removed: Corporate — — 7 7
−Removed: Total $ 503 $ 34 $ 447 $ 556
−Removed: (a) See “Note 4 – Impairments and Other Charges”, “Note 10 – Long-Lived Asset Impairments” and “Note 11 – Goodwill and Intangible Assets” for additional information.
−Removed: (b) See “Note 12 – Restructuring Charges” for additional information.
−Removed: (c) See “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” for additional information.
−Removed: Weatherford International plc – 2020 Form 10-K | 95
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: (d) Primarily includes the gain on sale of our reservoir solutions business.
−Removed: See “Note 8 – Business Combinations and Divestitures” for additional information.
+Added: 22 – Accounts Receivable Factoring
+Added: From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions.
+Added: Our factoring transactions are recognized as sales, and the proceeds are included as operating cash flows in our Consolidated Statements of Cash Flows.
+Added: The loss on sale of accounts receivable was immaterial for all periods.
+Added: The following table presents accounts receivable sold and the cash proceeds, net of discount and hold-back.
Successor Predecessor
1 unchanged sentence
Year Year 12/14/2019 1/1/2019
−Removed: Ended through through Ended
−Removed: (Dollars in millions) 12/31/2020 12/31/2019 12/13/2019 12/31/2018
−Removed: Capital Expenditures:
−Removed: Western Hemisphere $ 79 $ 9 $ 113 $ 81
−Removed: Eastern Hemisphere 59 7 115 87
−Removed: Corporate 16 4 22 18
−Removed: Total $ 154 $ 20 $ 250 $ 186
−Removed: The following table presents total assets by segment:
−Removed: (Dollars in millions) 2020 2019
−Removed: Western Hemisphere $ 1,636 $ 2,514
−Removed: Eastern Hemisphere 3,089 4,392
−Removed: Corporate 709 387
−Removed: Total $ 5,434 $ 7,293
−Removed: Long-lived Assets by Geographic Areas
−Removed: Long-lived assets by geographic area within the segments are summarized below and exclude goodwill and intangible assets (see “Note 11 – Goodwill and Intangible Assets” for additional details) as well as deferred tax assets of $ 15 million and $ 39 million at December 31, 2020 and December 31, 2019, respectively.
−Removed: Long-lived assets were zero in our country of domicile (Ireland) and in the U.S.
−Removed: were $ 306 million and $ 532 million as of December 31, 2020 and December 31, 2019, respectively.
+Added: Ended Ended through through
(Dollars in millions) 12/31/2021 12/31/2020 12/31/2019 12/13/2019
−Removed: North America $ 435 $ 753
−Removed: Latin America 174 296
−Removed: Western Hemisphere $ 609 $ 1,049
−Removed: Middle East & North Africa and Asia $ 482 $ 715
−Removed: Europe/Sub-Sahara Africa/Russia 344 684
−Removed: Eastern Hemisphere $ 826 $ 1,399
−Removed: Total $ 1,435 $ 2,448
+Added: Accounts Receivable Sold $ 100 $ 90 $ 7 $ 199
+Added: Cash Proceeds from Sale of Accounts Receivable $ 85 $ 79 $ 7 $ 186
Weatherford International plc – 2021 Form 10-K | 84
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.