Item 1. Business
Item 1. Business
Weatherford International plc, an Irish public limited company, together with its subsidiaries (“Weatherford,” the “Company,” “we,” “us” and “our”), is a multinational energy services company. We are a leading global energy services company providing equipment and services used in the drilling, evaluation, well construction, completion, production, intervention and responsible abandonment of wells across the broad spectrum of energy sources. Many of our businesses, including those of our predecessor companies, have been operating for more than 50 years.
We conduct operations in approximately 75 countries, answering the challenges of the energy industry with 350 operating locations including manufacturing, research and development, service, and training facilities. Our operational performance is reviewed and managed across the life cycle of the wellbore and we report in three product line segments (1) Drilling and Evaluation, (2) Well Construction and Completions, and (3) Production and Intervention.
Our principal executive offices are located at 2000 St. James Place, Houston, Texas 77056 and our telephone number at that location is +1.713.836.4000. Our internet address is www.weatherford.com. General information about us, including our corporate governance policies, code of business conduct and charters for the committees of our Board of Directors, can be found on our website, and such information provided on our website, is not incorporated by reference into this Form 10-K. On our website we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished as soon as reasonably practicable after we electronically file or furnish them to the Securities and Exchange Commission (“SEC”). The SEC maintains a website that contains our reports, proxy and information statements, and our other SEC filings. The address of that site is www.sec.gov.
On June 1, 2021, The Nasdaq Stock Market LLC stock exchange (“NASDAQ”) approved our application for the listing of our ordinary shares. In connection with the listing, we became subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). Our ordinary shares began trading on The Nasdaq Global Select Market on June 2, 2021 under the ticker symbol “WFRD”.
Reorganization and Emergence from Bankruptcy Proceedings
On July 1, 2019 (the “Petition Date”), Weatherford and two of our subsidiaries (collectively, the “Weatherford Parties”) commenced voluntary reorganization proceedings (the “Cases”), including under Chapter 11 of Title 11 (“Chapter 11”) of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), with ancillary proceedings filed in Ireland and Bermuda. The plan of reorganization (as amended, the “Plan”), together with the schemes of arrangement in Ireland and Bermuda, became effective on December 13, 2019 (the “Effective Date”) and the Weatherford Parties emerged from Chapter 11.
On the Effective Date, the Weatherford Parties’ then-existing unsecured senior and exchangeable senior notes totaling $7.6 billion were cancelled pursuant to the terms of the Plan. Upon emergence from Chapter 11, on the Effective Date, we adopted and applied the relevant guidance with respect to the accounting and financial reporting for entities that have emerged from bankruptcy proceedings (“Fresh Start Accounting”). For additional details regarding the Chapter 11, see “Note 2 – Emergence from Chapter 11 Bankruptcy Proceedings” and for Fresh Start Accounting see “Note 3 – Fresh Start Accounting”.
Under Fresh Start Accounting, our balance sheet on the Effective Date reflected all our assets and liabilities at fair value. As described in “Note 1 – Summary of Significant Accounting Policies” references to “Predecessor” relate to the Consolidated Statements of Operations for the period from January 1, 2019 through and including the adjustments from the application of Fresh Start Accounting on December 13, 2019 (“Predecessor Period”). References to “Successor” relate to the 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”).
References and comparisons to results for the year ended December 31, 2019 relate to the combined Successor and Predecessor Periods for the year ended December 31, 2019 (“2019 Combined Period”) as the 18 days of the Successor Period are not a significant period of time impacting the combined 2019 results.
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Strategy
Our primary objective is to create and build value through sustainable profitability and free cash flow generation in our product lines from the disciplined use of capital and a strong customer focus.
Our customers’ objectives are continually evolving and are currently focused on disciplined capital and operational expenditures, generating positive cash flow, reducing emissions, participating in the energy transition, and enhancing safety. Weatherford has aligned its technology development and operations around these objectives and expanded its role as a market leading provider of solutions that assists our customers in addressing their key operational challenges not just in conventional reservoirs but also in the following:
• Mature Fields : rejuvenating aging assets through optimizing lift efficiency, restoring wellbore integrity, accelerating reservoir recovery, and permanently abandoning wells when they are no longer economic to produce;
• Unconventionals : enabling customers to solve reservoir challenges and maximize production by drilling faster, deeper, safer and cheaper and combating production declines through accurate reservoir evaluation, efficient well construction, effective stimulation, and production optimization;
• Offshore : supporting customers sustain high-margin, long-term production with a focus on reducing rig time, enhancing safety and reliability, and increasing well integrity through the optimization of well placement and construction;
• Digitalization and Automation : leveraging our core competencies and significant presence at well sites to capture, analyze and present information for our customers to enable better decision making by leveraging the internet of things, multiple data sources, advanced analytics, and cloud computing across our many solutions.
We have driven this solution-based focus across our organization through a commitment to improving safety and service quality, embedding a returns-focused mindset in our organization, and developing and commercializing new technologies that add value to our customers’ operations.
Markets
Demand for our industry’s services and products depends in part upon commodity prices, number of oil and gas rigs and wells drilled, depth and drilling conditions of wells, number of well completions, age of existing wells, reservoir depletion, regulatory environment and the level of workover activity worldwide.
Technology is critical to the energy services marketplace as a result of the maturity of the world’s oil and natural gas reservoirs, the acceleration of production decline rates and the focus on complex well designs, including deepwater prospects. Customers continue to seek, test and use production-enabling technologies at an increasing rate. We invest substantial resources into building our technology offerings, which enable our customers to find and produce oil and natural gas more efficiently. Our products and services enable our customers to increase production rates while reducing their costs of drilling and production.
Reportable Segments
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. 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. We now have three reportable segments: (1) Drilling and Evaluation (2) Well Construction and Completions, and (3) Production and Intervention. Previously we had two geographic based reportable segments, Western Hemisphere and Eastern Hemisphere.
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Products and Services
Our principal business is to provide equipment and services to the oil and natural gas exploration and production industry as well as new energy platforms across our three product line segments: (1) Drilling and Evaluation (2) Well Construction and Completions, and (3) Production and Intervention. All of our segments are enabled by a full suite of digital, monitoring, optimization and artificial intelligence solutions providing services throughout the well life cycle, including responsible abandonment.
Drilling and Evaluation (“DRE”) offers a suite of services including managed pressure drilling, drilling services, wireline and drilling fluids. DRE offerings range from early well planning to reservoir management through innovative tools and expert engineering to optimize reservoir access and productivity.
Managed Pressure Drilling helps to manage wellbore pressures to optimize drilling performance. We incorporate various technologies, including rotating control devices and advanced automated control systems, as well as, several drilling techniques, such as closed-loop drilling, air drilling, managed-pressure drilling and underbalanced drilling.
Drilling Services includes directional drilling, logging while drilling, measurement while drilling and rotary-steerable systems. We provide a full range of downhole equipment, including high-temperature and high-pressure sensors, drilling reamers and circulation subs.
Wireline includes open-hole and cased-hole logging services that measure the physical properties of subsurface formations to determine production potential, locate resources and detect cement and casing integrity issues. We also execute well intervention and remediation operations by conveying equipment via cable into existing wells.
Drilling Fluids provides the of fluids and chemicals essential to the drilling process.
Well Construction and Completions (“WCC”) offers products and services for well integrity assurance across the full life cycle of the well. The primary offerings are tubular running services, cementation products, completions, liner hangers and well services. WCC deploys conventional to advanced technologies, providing safe and efficient services in any environment during the well construction phase.
Tubular Running Services provides equipment, tubular handling, tubular management and tubular connection services for the drilling, completions and workover of oil and natural gas wells. We include conventional rig services, automated rig systems, real-time torque-monitoring and remote viewing of the makeup and breakout verification process.
Cementation Products enable operators to centralize the casing throughout the wellbore and control the displacement of cement and other fluids for proper zonal isolation. Specialized equipment includes plugs, float and stage equipment and torque-and-drag reduction technology. Our cementation engineers analyze customer requirements and provide software enabled design input from pre-job planning to phases.
Completions offer customers a comprehensive line of completion tools, such as safety valves, production packers, downhole reservoir monitoring, flow control, isolation packers, multistage fracturing systems and sand-control technologies that set the stage for maximum production with minimal cost per barrel.
Liner Hangers suspend a casing string within a previous casing string thereby eliminating the need to run casing to the surface. We offer a comprehensive liner-hanger portfolio, along with engineering and execution experience, for a wide range of applications that include high-temperature and high-pressure wells.
Well Services provides through tubing product and services which ensure consistent delivery of well solutions that extend the economic life of our customer's assets.
Production and Intervention (“PRI”) offers production optimization technologies through the Company’s ability to design and deliver a complete production ecosystem to boost productivity and responsible abandonment for our customers. The primary offerings are intervention services & drilling tools, artificial lift, production automation & software, sub-sea intervention and pressure pumping services in select markets. PRI utilizes 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.
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Intervention Services & Drilling Tools provides re-entry, fishing, wellbore cleaning and well abandonment services as well as patented bottom hole, tubular-handling equipment, pressure-control equipment and drill pipe and collars for oil and gas wells.
Artificial Lift provides pressure enabling methods to produce oil or gas from wells lacking sufficient reservoir pressure for natural flow. We provide most forms of lift, including reciprocating rod lift systems, progressing cavity pumping, gas-lift systems, hydraulic-lift systems, plunger-lift systems and hybrid lift systems for special applications. We also offer related automation and control systems.
Production Automation & Software provides flow measurement solutions, monitoring and automation capabilities and production software to optimize asset productivity.
Sub-Sea Intervention provides electrical and hydraulic power transmission to subsea equipment in order to facilitate workovers in deep and ultra-deep water operations in select markets.
Pressure Pumping Services offers advanced chemistry-based solutions and associated pumping services for safe and effective production enhancements. In select international markets, we provide pressure pumping and reservoir stimulation services, including acidizing, fracturing, cementation and coiled-tubing intervention.
Competition
We provide our products and services worldwide and compete in a variety of distinct segments with a number of global and regional competitors. Our principal competitors include Schlumberger, Halliburton, Baker Hughes, National Oilwell Varco, Nabors Industries, ChampionX and Expro Group Holdings. We also compete with various other regional suppliers that provide a limited range of equipment and services focused on the local markets. Competition is based on a number of factors, including performance, safety, quality, reliability, service, price, response time and, in some cases, depth and breadth of products. The energy services business is highly competitive, which may adversely affect our ability to succeed. Additionally, the impact of consolidation and acquisitions of our competitors is difficult to predict and may harm our business as a result.
Raw Materials
We purchase a wide variety of raw materials, as well as, parts and components made by other manufacturers and suppliers for use in our manufacturing facilities. Many of the products or components of products sold by us are manufactured by other parties. We consistently evaluate our supplier portfolio to reduce our risk from sole sourcing and to ensure the availability of resources and raw materials.
Customers
Substantially all of our customers are engaged in the energy industry and include international and independent oil and gas companies as well as new energy companies. As of December 31, 2021, customer receivables in Mexico and the U.S. accounted for 22 % and 15 %, respectively, of our total net outstanding accounts receivable from customers. No other country accounted for more than 10% of our net outstanding accounts receivable balance. For the years ended December 31, 2021, 2020 and 2019, no individual customer accounted for more than 10 % of our consolidated revenues.
Backlog
Our services are usually short-term, day-rate based and cancellable should our customers wish to alter the scope of work. Consequently, our backlog of firm orders is not a material indicator of our future business.
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Research, Development and Patents
We maintain world-class technology and training centers throughout the world. Additionally, we have research, development and engineering facilities focused on developing new technologies and improving existing products and services to meet customer demands for improved drilling performance, well integrity, and enhanced reservoir productivity, with emphasis on safety and the environment. Weatherford has significant expertise, trade secrets, intellectual property and know-how with respect to manufacturing our equipment and providing our services. As many areas of our business rely on patents and proprietary technology, we seek and ensure patent protection both inside and outside the U.S. for products and methods that we believe to have commercial significance. Although in the aggregate our patents are important to the manufacturing and marketing of many of our products and services, we do not believe that the expiration of any one of our patents would have a materially adverse effect on our business.
Seasonality
The widespread geographical locations of our operations serve to mitigate the overall impact of the seasonal nature of our business in any particular geographic region. Weather and natural phenomena can temporarily affect the level of demand for our products and services. Spring months in Canada and winter months in the North Sea and Russia can affect our operations negatively. Additionally, heavy rains, hurricanes, unusual extreme freezes or other climate changes may impact our results. Unpredictable or unusually harsh weather conditions could lengthen the periods of reduced activity and have a detrimental impact on our results of operations. In addition, customer spending patterns for our products and services may result in higher activity in the fourth quarter of each calendar year as our customers seek to fully utilize their annual budgets.
Federal Regulation and Environmental Matters
Our operations are subject to federal, state and local laws and regulations in the U.S. and globally relating to the energy industry in general and the environment in particular. Our 2021 expenditures to comply with environmental laws and regulations were not material, and we currently do not expect the cost of compliance with environmental laws and regulations for 2022 to be material.
We have obligations and expect to incur capital, operating and maintenance, and remediation expenditures, as a result of compliance with environmental laws and regulations. Among those obligations, are the current requirements imposed by the Texas Commission on Environmental Quality (“TCEQ”) at the former Universal Compression facility in Midland, Texas. At this location we are performing a TCEQ-approved Remedial Action Plan (“RAP”) to address contaminated ground water. The performance of the RAP and related expenses are scheduled to be performed over a ten to twenty-year period and, may cost as much as $ 6 million, all of which is recorded as an undiscounted obligation on the Consolidated Balance Sheets as of December 31, 2021 and 2020. We continuously monitor and strive to maintain compliance with changes in laws and regulations that impact our business.
Human Capital Management
Focus on People and Culture
At Weatherford, our people are our most critical asset and vital to our sustained long-term success. Our global team comprises world-class experts in various disciplines, including engineering, oilfield services support and multiple corporate functions. Each employee brings tremendous value to our Company, and we are immensely proud of our global workforce.
We follow a series of guiding principles to enable our dedicated, talented and passionate employees to continue advancing our Company’s strategic priorities and deliver value to our customers:
a. We constantly evolve how we identify, develop and retain our global talent pipeline for today and tomorrow;
b. We innovate how we attract and integrate diverse and qualified people to give Weatherford a competitive advantage and harness the power of different perspectives;
c. We cultivate a high-performing, diverse environment to inspire innovation, make smarter decisions and better our business;
d. We provide a culture that supports employees and delivers the results we need to build, sustain and operate effectively and efficiently internally and within the energy services industry
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This past year, we focused on creating an enhanced recruitment experience and a more attractive employee value proposition for our candidates and new hires. We will continue to monitor our recruiting effectiveness, refine our hiring and onboarding processes and review the experiences and satisfaction levels of these prospective and new employees.
Once an individual decides to become part of the One Weatherford family, we are committed to helping the team member grow and develop professionally by providing them with the necessary training, tools and support to enable a long, meaningful, exciting and thriving career at Weatherford. Through role-specific competency-based training, leadership development programs and safety, ethics and unconscious bias training, we seek to expand our employees’ skill sets and regularly reinforce important topics that align with our core values and strategic priorities. In addition, to further our employees’ growth and help them chart a successful career path, we remain focused on building a high-performance culture through objective setting, ongoing and regular coaching and feedback and individual development plans. We also believe in providing development opportunities to prepare our employees for future positions at Weatherford and have designed programs to accelerate the development of defined competencies and skills through dedicated mentors and a structured curriculum. In all cases of employee development, we remain guided by our core values and our One Weatherford spirit.
Focus on Safety
Weatherford is committed to the health, safety and well-being of our employees, customers and communities. Our vision is to be a company that is incident free, delivers on our promises and leaves the environments and communities in which we operate better than we found them. Our commitment to safety and service quality is embedded into every level of our organization. Our Operational Excellence and Performance System (“OEPS”), which meets criteria outlined by national and international management system standards, supports our employees in the field and enables us to deliver on our customer commitments without sacrificing quality, health, safety, security or environmental performance. In addition, we have safety programs that are designed to educate employees and empower them to intervene when they see unsafe situations. In these programs, we focus on opportunities for risk prevention, including in areas such as driver and vehicle safety, commitment and intervention, facility safety, induction and training, risk management, lifting equipment and operations, hazardous substances, hazardous environments and occupational health. Furthermore, our Four Tenets program aims to bring awareness to how each of us plays a role in protecting our environment, including through monitoring impacts to land, water use, energy consumption and waste management.
Throughout the COVID-19 pandemic, we have remained focused on protecting the health, safety and well-being of our employees and customers. We are closely following the guidance set forth by the medical community, including the World Health Organization (“WHO”) and the Centers for Disease Control and Prevention (“CDC”), to ensure our operations are aligned with recommended health and safety procedures and regularly communicate with our stakeholders regarding the protective measures in place. In addition, we have focused on employee wellness and we remain committed to nurturing our culture and creating a sense of unity, even during times of physical distancing. For example, in 2021 we increased employee recognition efforts across the globe - spotlighting the successes and contributions of our team - and provided opportunities for virtual collaboration on topics such as innovation, navigating the COVID-19 pandemic and diversity, equity and inclusion.
Compensation
We believe in aligning our employees’ compensation with the positive performance of our Company. Our goal in our compensation programs is to provide competitive compensation opportunities to each of our employees that are well-balanced between our current and long-term strategic priorities, that discourage excessive or unnecessary risk taking and that reward our employees appropriately for their efforts. We are committed to maintaining and fostering a culture grounded in the principles inherent in pay-for-performance over the short and long-term for our employees eligible to receive a bonus. Through this culture, we strive to attract, motivate, retain and reward our employees for their work that contributes to building our brand and to sustaining our success in the marketplace. We believe our culture of aligning our strategic priorities with our compensation programs supports a cohesive drive towards value creation for all our stakeholders.
Diversity, Equity and Inclusion
We understand the importance of operating in a collaborative and inclusive manner across all levels of our organization, embracing the full spectrum of diversity among our employees and recognizing the strength and competitive advantages that our differences afford us as a Company. Our Diversity, Equity and Inclusion (“DE&I”) Program is a core element of our One Weatherford culture. Through our DE&I efforts, we aim to provide learning, engagement and philanthropic opportunities to help our people and our communities flourish.
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Our commitment to embedding our DE&I Program into our organization is championed from the Executive team to the frontline employees. To continue advancing our program, in 2021 we also established a DE&I Champions Network as an integrated approach to build, educate and promote ongoing DE&I initiatives in a way that best aligns with local considerations. This team is comprised of key members from various business functions, job disciplines and with all our geographical areas represented. Their goal is to reinforce all aspects of diversity, equity, and inclusion in the workplace. Furthermore, our Employee Resource Groups continue to align activities to enrich our culture and drive DE&I initiatives at the local level that engage, educate and empower our workforce while having a positive impact on our business.
Employee Statistics
As of December 31, 2021, Weatherford had approximately 17,000 employees globally, located in 75 different countries. As a result of efforts to continuously streamline our processes our workforce reduced by 1% in 2021 compared to December 31, 2020. Some of our operations are subject to union contracts and these contracts cover approximately 19% of our employees.
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Information about our Executive Officers
The following table sets forth, as of February 17, 2022, the names and ages of the executive officers of Weatherford, including all offices and positions held by each for at least the past five years. There are no family relationships between the executive officers of the Company or between any director and any executive officer of the Company.
Name Age Current Position and Five-Year Business Experience
Girishchandra K. Saligram 50 President and Chief Executive Officer of Weatherford International plc, since October 2020
Senior Vice President and Chief Operating Officer of Exterran Corporation from August 2018 to September 2020
Senior Vice President Global Services of Exterran Corporation from August 2016 to August 2018
H. Keith Jennings 52 Executive Vice President and Chief Financial Officer of Weatherford International plc, since September 2020
Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners, L.P. from November 2019 to September 2020
Vice President, Finance of Eastman Chemical Company, May 2018 to October 2019
Vice President and Treasurer of Eastman Chemical Company from August 2016 to May 2018
Scott C. Weatherholt (a)
44 Executive Vice President, General Counsel, and Chief Compliance Officer of Weatherford International plc, since July 2020
Senior Vice President and General Counsel of Arena Energy, L.P., from September 2019 to July 2020
Executive Vice President, General Counsel, and Corporate Secretary at Midstates Petroleum Company, Inc., from February 2015 to August 2019
Joseph Mongrain 63 Executive Vice President and Chief People Officer of Weatherford International plc, since March 2021
Vice President Human Resources of Anadarko Petroleum Corporation from September 2016 to August 2019
Desmond J. Mills 49 Senior Vice President and Chief Accounting Officer of Weatherford International plc, since December 2021
Vice President and Chief Accounting Officer of Weatherford International plc, from March 2021 to November 2021
Segment Compliance Manager, Construction Industries Segment, Caterpillar Inc., from July 2020 to March 2021
Division Chief Financial Officer, Integrated Components and Solutions Division, Caterpillar Inc., from September 2018 to July 2020
Finance Director, Caterpillar Brasil Ltda., Caterpillar Inc., from January 2015 to August 2018
(a) Prior to joining Weatherford, Mr. Weatherholt was the General Counsel at Midstates Petroleum Company, Inc. when the company filed for bankruptcy protection on May 1, 2016 in the Federal Bankruptcy Court for the Southern District of Texas (Houston Division) and served the company before, during and after its bankruptcy. In addition, he was the Senior Vice President & General Counsel of Arena Energy, LP, which filed for bankruptcy protection on August 20, 2020 in the Federal Bankruptcy Court for the Southern District of Texas (Houston Division) approximately 4 weeks after his departure from the company.
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Table of Contents Item 1A | Risk Factors