Item 1. Financial Statements
Item 1. Financial Statements.
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
March 31,
(Dollars and shares in millions, except per share amounts) 2022 2021
Revenues:
Services $ 593 $ 523
Products 345 309
Total Revenues 938 832
Costs and Expenses:
Cost of Services 385 356
Cost of Products 297 280
Research and Development 21 21
Selling, General and Administrative 178 188
Restructuring Charges 20 —
Other Charges, Net 19 —
Total Costs and Expenses 920 845
Operating Income (Loss) 18 ( 13 )
Interest Expense, Net ( 48 ) ( 70 )
Other Expense, Net ( 16 ) ( 4 )
Loss Before Income Taxes ( 46 ) ( 87 )
Income Tax Provision ( 28 ) ( 23 )
Net Loss ( 74 ) ( 110 )
Net Income Attributable to Noncontrolling Interests 6 6
Net Loss Attributable to Weatherford $ ( 80 ) $ ( 116 )
Basic & Diluted Loss per Share $ ( 1.14 ) $ ( 1.66 )
Basic & Diluted Weighted Average Shares Outstanding 70 70
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended
March 31,
(Dollars in millions) 2022 2021
Net Loss $ ( 74 ) $ ( 110 )
Foreign Currency Translation Adjustments — ( 4 )
Comprehensive Loss ( 74 ) ( 114 )
Comprehensive Income Attributable to Noncontrolling Interests 6 6
Comprehensive Loss Attributable to Weatherford $ ( 80 ) $ ( 120 )
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars and shares in millions, except par value) March 31, 2022 December 31, 2021
(Unaudited)
Assets:
Cash and Cash Equivalents $ 841 $ 951
Restricted Cash 215 162
Accounts Receivable, Net of Allowance for Credit Losses of $ 35 at March 31, 2022 and $ 31 at December 31, 2021
868 825
Inventories, Net 684 670
Other Current Assets 281 303
Total Current Assets 2,889 2,911
Property, Plant and Equipment, Net of Accumulated Depreciation of $ 661 at March 31, 2022 and $ 623 at December 31, 2021
964 996
Intangible Assets, Net of Accumulated Amortization of $ 367 at March 31, 2022 and $ 328 at December 31, 2021
619 657
Operating Lease Right-of-Use Assets 119 113
Other Non-Current Assets 93 97
Total Assets $ 4,684 $ 4,774
Liabilities:
Short-term Borrowings and Current Portion of Finance Leases $ 13 $ 12
Accounts Payable 385 380
Accrued Salaries and Benefits 261 343
Income Taxes Payable 140 140
Current Portion of Operating Lease Liabilities 56 59
Other Current Liabilities 445 398
Total Current Liabilities 1,300 1,332
Long-term Debt 2,416 2,416
Operating Lease Liabilities 130 128
Non-current Taxes Payable 272 264
Other Non-Current Liabilities 140 138
Total Liabilities $ 4,258 $ 4,278
Shareholders’ Equity:
Ordinary Shares - Par Value $ 0.001 ; Authorized 1,356 shares, Issued and Outstanding 70 shares at March 31, 2022 and December 31, 2021
$ — $ —
Capital in Excess of Par Value 2,908 2,904
Retained Deficit ( 2,477 ) ( 2,397 )
Accumulated Other Comprehensive Loss ( 35 ) ( 35 )
Weatherford Shareholders’ Equity 396 472
Noncontrolling Interests 30 24
Total Shareholders’ Equity 426 496
Total Liabilities and Shareholders’ Equity $ 4,684 $ 4,774
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,
(Dollars in millions) 2022 2021
Cash Flows From Operating Activities:
Net Loss $ ( 74 ) $ ( 110 )
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Depreciation and Amortization 87 111
Asset Write-downs and Other Charges 12 —
Inventory Charges 15 17
Gain on Disposition of Assets ( 5 ) —
Deferred Income Tax Provision 3 2
Share-Based Compensation 7 4
Changes in Operating Assets and Liabilities, Net:
Accounts Receivable
( 51 ) 33
Inventories
( 31 ) 20
Accounts Payable
7 7
Other Assets and Liabilities, Net ( 34 ) ( 10 )
Net Cash Provided by (Used in) Operating Activities ( 64 ) 74
Cash Flows From Investing Activities:
Capital Expenditures for Property, Plant and Equipment ( 20 ) ( 15 )
Proceeds from Disposition of Assets 20 11
Other Investing Activities 9 1
Net Cash Provided by (Used in) Investing Activities 9 ( 3 )
Cash Flows From Financing Activities:
Repayments of Long-term Debt ( 4 ) ( 3 )
Repayments of Short-term Debt, Net — ( 4 )
Other Financing Activities ( 1 ) ( 2 )
Net Cash Used in Financing Activities ( 5 ) ( 9 )
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 3 ( 4 )
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash ( 57 ) 58
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 1,113 1,285
Cash, Cash Equivalents and Restricted Cash at End of Period $ 1,056 $ 1,343
Supplemental Cash Flow Information:
Interest Paid $ 17 $ 24
Income Taxes Paid, Net of Refunds $ 19 $ 15
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 – Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Weatherford International plc (the “Company,” “Weatherford”, “we”, “us”, or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, certain information and disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Therefore, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Annual Report”).
The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates.
In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows of Weatherford and its subsidiaries for the periods presented and are not necessarily indicative of the results that may be expected for a full year. Our financial statements have been prepared on a consolidated basis. Under this basis, our financial statements consolidate all wholly owned subsidiaries and controlled joint ventures. All intercompany accounts and transactions have been eliminated.
Summary of Significant Accounting Policies
Please refer to “Note 1 – Summary of Significant Accounting Policies” of our Consolidated Financial Statements from our 2021 Annual Report for the discussion on our significant accounting policies. Certain reclassifications have been made to the financial statements and accompanying footnotes for the three months ended March 31, 2021 to conform to the presentation for the three months ended March 31, 2022, including the change in reportable segments made during the fourth quarter of 2021.
New Accounting Standards
All new accounting pronouncements that have been issued but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.
2 – Segment Information
Financial information by segment is summarized below. The accounting policies of the segments are the same as those described in the summary of significant accounting policies as presented in our 2021 Annual Report. During the fourth quarter of 2021, our chief operating decision maker changed the information regularly reviewed to be aligned with how we offer our services and technologies in relation to the life cycle of a well and we have realigned our reportable segments to reflect the change. All of our segments are enabled by a full suite of digital, monitoring, optimization and artificial intelligence solutions providing services throughout the well life cycle, including responsible abandonment. We 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.
Our primary measure of segment profitability is now segment adjusted EBITDA, which is based on segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments. Research and development expenses are included in segment adjusted EBITDA. Corporate and other includes business activities related to all other segments (profit and loss), corporate and other expenses (overhead support and centrally managed or shared facilities costs) that do not individually meet the criteria for segment reporting.
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Three Months Ended March 31,
(Dollars in millions) 2022 2021
Revenues:
Drilling and Evaluation $ 292 $ 236
Well Construction and Completions 344 323
Production and Intervention 286 259
Segment Revenues 922 818
All Other 16 14
Total Revenues $ 938 $ 832
Segment Adjusted EBITDA:
Drilling and Evaluation $ 59 $ 29
Well Construction and Completions 67 50
Production and Intervention 39 41
Segment Adjusted EBITDA $ 165 $ 120
Corporate and Other ( 14 ) ( 18 )
Depreciation and Amortization ( 87 ) ( 111 )
Share-based Compensation Expense
( 7 ) ( 4 )
Other Adjustments (a)
( 39 ) —
Operating Income (Loss) $ 18 $ ( 13 )
(a) Other adjustments include $ 20 million of restructuring charges in the three months ended March 31, 2022 (see “Note 4 - Restructuring Charges” for additional information) and $ 19 million of other charges, net, of which $17 million were related to Ukraine ($16 million in the write-down of receivables, inventory and property, plant and equipment, and $1 million in operating support costs). There were no other adjustments in the three months ended March 31, 2021.
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3 – Revenues
Disaggregated Revenue
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. The majority of our revenue is derived from short term contracts. Our products and services are generally sold based upon purchase orders, contracts or other legally enforceable arrangements with our customers that include fixed or determinable prices but do not generally include right of return provisions or other significant post-delivery obligations.
Our Production and Intervention segment leases drilling tools, artificial lift pumping equipment and other unmanned equipment to customers as operating leases. 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. Equipment revenues recognized under ASU No. 2016-02, Leases (Topic 842) were $ 31 million for the three months ended March 31, 2022 and $ 28 million for the three months ended March 31, 2021.
The following tables disaggregate our revenues from contracts with customers by geographic region and includes equipment rental revenues. North America in the table below consists of the U.S. and Canada.
Three Months Ended March 31,
(Dollars in millions) 2022 2021
Revenues by Geographic Areas:
Middle East/North Africa/Asia $ 310 $ 267
North America 238 214
Latin America 227 176
Europe/Sub-Sahara Africa/Russia 163 175
Total Revenues $ 938 $ 832
Contract Balances
The timing of our revenue recognition, billings and cash collections results in the recording of billed and unbilled accounts receivable, contract assets, customer advances and deposits (contract liabilities classified as deferred revenues). Receivables with customers are included in “Accounts Receivable, Net,” contract assets are included in “Other Current Assets” and contract liabilities are included in “Other Current Liabilities” on our Condensed Consolidated Balance Sheets. Contract assets are immaterial as of March 31, 2022 and December 31, 2021. Revenues recognized during the three months ended March 31, 2022 and 2021 that were included in the contract liabilities balance at the beginning of each year were $ 10 million and $ 18 million, respectively. The following table summarizes these balances as of March 31, 2022 and December 31, 2021:
(Dollars in millions) March 31, 2022 December 31, 2021
Total Accounts Receivables $ 868 $ 825
Receivables for Product and Services in Accounts Receivable, Net $ 835 $ 795
Receivables for Equipment Rentals in Account Receivable, Net $ 33 $ 30
Contract Liabilities in Other Current Liabilities $ 35 $ 26
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Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASU 2014-09, Revenues from Contracts with Customers (Topic 606). A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In the following table, estimated revenue for contracts with original performance obligations greater than twelve months are expected to be recognized in the future related to performance obligations that are either unsatisfied or partially unsatisfied as of March 31, 2022.
(Dollars in millions) 2022 2023 2024 2025 Thereafter Total
Service Revenue $ 52 $ 58 $ 59 $ 46 $ 20 $ 235
4 – Restructuring Charges
We had $ 20 million restructuring charges for the three months ended March 31, 2022, presented as “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations. These charges were primarily related to the launch of a multi-year footprint consolidation and workforce efficiency initiative aimed at improving fulfillment operations and included $ 14 million in severance and $ 6 million in asset retirement obligations. No restructuring charges were recognized in the three months ended March 31, 2021.
The following table presents total restructuring charges by segment and All Other in the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
(Dollars in millions) 2022 2021
Drilling and Evaluation $ 5 $ —
Well Construction and Completions 7 —
Production and Intervention 5 —
All Other 3 —
Total Restructuring Charges $ 20 $ —
The following table presents total restructuring reserve activity in the three months ended March 31, 2022:
(Dollars in millions) Reserve at December 31, 2021 Charges Cash Payments (Credits)/Other
Reserve at March 31, 2022
Restructuring Reserve $ 17 $ 20 $ ( 5 ) $ — $ 32
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5 – Inventories, Net
Inventories, net of reserves of $ 165 million and $ 159 million as of March 31, 2022 and December 31, 2021, respectively, are presented by category in the table below:
(Dollars in millions) March 31, 2022 December 31, 2021
Finished Goods $ 595 $ 595
Work in Process and Raw Materials, Components and Supplies 89 75
Inventories, Net $ 684 $ 670
In the three months ended March 31, 2022 and 2021, we recognized inventory charges, including excess and obsolete inventory charges, in the following captions on our Condensed Consolidated Statements of Operations:
Three Months Ended March 31,
(Dollars in millions) 2022 2021
Inventory Charges in “Cost of Products” $ 11 $ 17
Inventory Charges in “Other Charges, Net” 4 —
Total Inventory Charges $ 15 $ 17
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6 – Intangibles, Net
The components of intangible assets, net were as follows:
(Dollars in millions) March 31, 2022 December 31, 2021
Developed and Acquired Technology, Net of Accumulated Amortization of $ 276 at March 31, 2022 and $ 247 at December 31, 2021
$ 315 $ 343
Trade Names, Net of Accumulated Amortization of $ 91 at March 31, 2022 and $ 81 at December 31, 2021
304 314
Intangible Assets, Net of Accumulated Amortization of $ 367 at March 31, 2022 and $ 328 at December 31, 2021
$ 619 $ 657
Amortization expense was $ 39 million for both the three months ended March 31, 2022 and 2021, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.
7 – Borrowings and Other Debt Obligations
(Dollars in millions) March 31, 2022 December 31, 2021
Finance Leases Current Portion $ 13 $ 12
Short-term Borrowings and Current Portion of Finance Leases $ 13 $ 12
11.00 % Exit Notes due 2024
$ 300 $ 300
6.50 % Senior Secured Notes due 2028
489 488
8.625 % Senior Notes due 2030
1,584 1,584
Finance Leases Long-term Portion 43 44
Long-term Debt $ 2,416 $ 2,416
Our Exit Notes, 2028 Senior Secured Notes and 2030 Senior Notes (described below) were issued by Weatherford Bermuda and guaranteed by Weatherford International plc and Weatherford Delaware and other subsidiary guarantors party thereto.
Exit Notes
On December 13, 2019, we issued 11.00 % senior unsecured notes (“Exit Notes”) due in 2024 for an aggregate principal amount of $ 2.1 billion. 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.
On October 20, 2021, we redeemed $ 200 million of our Exit Notes. On October 27, 2021, we issued $ 1.6 billion of 2030 Senior Notes (defined below) and used the net proceeds and cash on hand to redeem $ 1.6 billion in principal amount of our Exit Notes at applicable prices. At March 31, 2022, the carrying value of $ 300 million represents the remaining unpaid principal.
2028 Senior Secured Notes
On September 30, 2021, we issued 6.50 % Senior Secured Notes in aggregate principal amount of $ 500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”). Interest accrues at the rate of 6.50 % per annum and is payable semiannually on September 15 and March 15 of each year, commencing on March 15, 2022. Proceeds from this debt issuance were used to fully repay a senior secured note with an aggregate principal amount of $500 million with a stated interest rate of 8.75% per annum due 2024.
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2030 Senior Notes
On October 27, 2021, we issued 8.625 % Senior Notes in aggregate principal amount of $ 1.6 billion maturing April 30, 2030 (the “2030 Senior Notes”). Interest accrues at the rate of 8.625 % per annum and is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2022. As described above under Exit Notes, proceeds from this debt issuance were used to redeem $ 1.6 billion of its principal.
LC Credit Agreement
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.
At March 31, 2022, we had approximately $ 169 million in outstanding letters of credit under the LC Credit Agreement (“LC Credit Agreement letters of credit”) and availability of $ 46 million.
As of March 31, 2022, we had $ 382 million of letters of credit outstanding, consisting of the $ 169 million under the LC Credit Agreement and another $ 213 million under various uncommitted bi-lateral facilities (of which there was $ 212 million in cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets). Our letters of credit under various uncommitted bi-lateral facilities increased “Restricted Cash” since December 31, 2021 due to a requirement from a new multi-year contract.
Accrued Interest
As of March 31, 2022 and December 31, 2021, we had accrued interest of approximately $ 71 million and $ 35 million, respectively in “Other Current Liabilities” primarily related to the Exit Notes, 2028 Senior Secured Notes and 2030 Senior Notes.
Fair Value of Short and Long-term Borrowings
The carrying value of our short-term borrowings approximates their fair value due to their short maturities. These short-term borrowings are classified as Level 2 in the fair value hierarchy.
The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors. Fair value will exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued and will be less than the carrying value when the market rate is greater than the interest rate at which the debt was originally issued. The fair value of our long-term debt is classified as Level 2 in the fair value hierarchy and is established based on observable inputs in less active markets. The table below presents the fair value and carrying value of our long-term debt (excluding finance leases).
March 31, 2022 December 31, 2021
(Dollars in millions) Carrying Value Fair Value Carrying Value Fair Value
11.00 % Exit Notes due 2024
$ 300 $ 311 $ 300 $ 311
6.50 % Senior Secured Notes due 2028
489 516 488 528
8.625 % Senior Notes due 2030
1,584 1,628 1,584 1,660
Long-Term Debt (excluding Finance Leases) $ 2,373 $ 2,455 $ 2,372 $ 2,499
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8 – Disputes, Litigation and Legal Contingencies
We are subject to lawsuits and claims arising out of the nature of our business. We have certain claims, disputes and pending litigation for which we do not believe a negative outcome is probable or for which we can only estimate a range of liability. It is possible, however, that an unexpected judgment could be rendered against us, or we could decide to resolve a case or cases, that would result in a liability that could be uninsured and beyond the amounts we currently have reserved and in some cases those losses could be material. If one or more negative outcomes were to occur relative to these cases, the aggregate impact to our financial condition could be material. The COVID-19 pandemic temporarily closed courts in many jurisdictions around the world. Although many courts have reopened, we continue to experience delays in certain jurisdictions.
Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 were $ 45 million and $ 40 million, respectively.
GAMCO Shareholder Litigation
On September 6, 2019, GAMCO Asset Management, Inc. (“GAMCO”), purportedly on behalf of itself and other similarly situated shareholders, filed a lawsuit asserting violations of the federal securities laws against certain then-current and former officers and directors of the Company. GAMCO alleges violations of Sections 10(b) and 20(b) of the Securities Exchange Act of 1934, and violations of Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) based on allegations that the Company and certain of its officers made false and/or misleading statements, and alleged non-disclosure of material facts, regarding our business, operations, prospects and performance. GAMCO seeks damages on behalf of purchasers of the Company’s ordinary shares from October 26, 2016 through May 10, 2019. GAMCO’s lawsuit was filed in the United States District Court for the Southern District of Texas, Houston Division, and it is captioned GAMCO Asset Management, Inc. v. McCollum, et al., Case No. 4:19-cv-03363. The District Court Judge appointed Utah Retirement Systems (“URS”) as Lead Plaintiff, and on March 16, 2020, URS filed its Amended Complaint. URS added the Company as a defendant but dropped the claims against non-officer board members and all the claims under the Securities Act. The defendants filed their motion to dismiss on May 18, 2020, and the Court granted the motion on May 14, 2021. URS appealed the Court’s Opinion on Dismissal to the Court of Appeals for the Fifth Circuit, and the parties are continuing to await a decision. We cannot reliably predict the outcome of the claims, including the amount of any possible loss.
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9 – Shareholders’ Equity
The following summarizes our shareholders’ equity activity for the three months ended March 31, 2022 and 2021:
(Dollars in millions) Capital in Excess of Par Value Retained
Deficit Accumulated
Other
Comprehensive
Loss Non-controlling Interests “NCI” Total Shareholders’ Equity
Balance at December 31, 2021 $ 2,904 $ ( 2,397 ) $ ( 35 ) $ 24 $ 496
Net Income (Loss) — ( 80 ) — 6 ( 74 )
Equity Awards, Granted, Vested and Exercised 4 — — — 4
Other Comprehensive Loss — — — — —
Balance at March 31, 2022 $ 2,908 $ ( 2,477 ) $ ( 35 ) $ 30 $ 426
Balance at December 31, 2020 $ 2,897 $ ( 1,947 ) $ ( 43 ) $ 30 $ 937
Net Income (Loss) — ( 116 ) — 6 ( 110 )
Dividends to NCI — — — ( 2 ) ( 2 )
Other Comprehensive Loss — — ( 4 ) — ( 4 )
Balance at March 31, 2021 $ 2,897 $ ( 2,063 ) $ ( 47 ) $ 34 $ 821
The following table presents the changes in our accumulated other comprehensive loss by component for the three months ended March 31, 2022 and 2021:
(Dollars in millions) Currency Translation Adjustment Defined Benefit Pension Total
Balance at December 31, 2021 $ ( 36 ) $ 1 $ ( 35 )
Other Comprehensive Loss — — —
Balance at March 31, 2022 $ ( 36 ) $ 1 $ ( 35 )
Balance at December 31, 2020 $ ( 31 ) $ ( 12 ) $ ( 43 )
Other Comprehensive Loss ( 4 ) — ( 4 )
Balance at March 31, 2021 $ ( 35 ) $ ( 12 ) $ ( 47 )
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10 – Loss per Share
Basic earnings (loss) per share for all periods presented equals net income (loss) divided by our weighted average shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including potential dilutive ordinary shares.
The following table presents our basic and diluted weighted average shares outstanding and loss per share for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
(Dollars and shares in millions, except per share amounts) 2022 2021
Net Loss Attributable to Weatherford $ ( 80 ) $ ( 116 )
Basic and Diluted Weighted Average Shares Outstanding 70 70
Basic and Diluted Loss Per Share Attributable to Weatherford $ ( 1.14 ) $ ( 1.66 )
Our basic and diluted weighted average shares outstanding for the periods presented are equivalent due to the net loss attributable to shareholders. Diluted weighted average shares outstanding for the three months ended March 31, 2022 and 2021 exclude 11 million and 9 million potential ordinary shares, respectively, for restricted share units, performance share units, phantom restricted share units, and outstanding warrants as we had net losses for those periods and their inclusion would be anti-dilutive.
11 – Income Taxes
We determined our quarterly tax provision using the year-to-date effective tax rate because small changes in estimated ordinary annual income result in significant changes in our estimated annual effective tax rate. The year-to-date effective tax rate treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis.
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. The relationship between our pre-tax income or loss and our income tax provision or benefit varies from period to period due to various factors which include changes in total pre-tax income or loss, the jurisdictions in which our income is earned, the tax laws in those jurisdictions and in our operating structure.
For the three months ended March 31, 2022, we recognized tax expense of $ 28 million on a loss before income taxes of $ 46 million compared to the three months ended March 31, 2021 where we recognized tax expense of $ 23 million on a loss before income taxes of $ 87 million. Our income tax provisions are primarily driven by income in certain jurisdictions, deemed profit countries and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss and other adjustments. Impairments and other charges recognized do not result in significant tax benefit due to our inability to forecast realization of the tax benefit of such losses.
We routinely undergo tax examination in various jurisdictions. We cannot predict the timing or outcome regarding resolution of these tax examinations or if they will have a material impact on our financial statements. As of March 31, 2022, we anticipate that it is reasonably possible that our uncertain tax positions of $ 272 million may decrease by up to $ 11 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.
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