Financial Statements and Supplementary Data.
−Removed: INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
+Added: INDEX TO FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Houston, TX Firm ID 185 )
29 unchanged sentences
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.
−Removed: Assessment of impairment triggering events related to certain long-lived assets
−Removed: As discussed in Notes 1 and 4 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.
−Removed: 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: Assessment of impairment triggering events related to long-lived assets
+Added: As discussed in Note 1 to the consolidated financial statements, the Company evaluates long-lived assets, consisting of property, plant and equipment, operating lease right-of use assets, and definite-lived intangible assets, for impairment to determine whether any events or changes in circumstances, known as triggering events, indicate that the carrying amount of an 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 group, negative changes in industry conditions (such as global rig count, commodity prices, and the global economy), a significant change in the long-lived assets’ use or physical condition, the introduction of competing technologies, and legal and regulatory challenges.
The carrying value of long-lived assets as of December 31, 2023 was $1.5 billion.
Weatherford International plc – 2023 Form 10-K | 43
−Removed: We identified the assessment of impairment triggering events related to certain long-lived asset groups as a critical audit matter.
+Added: We identified the assessment of impairment triggering events related to long-lived asset groups as a critical audit matter.
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.
1 unchanged sentence
We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s triggering events assessment.
−Removed: 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.
−Removed: 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: This included a control related to the Company’s process to identify and evaluate triggering events that indicate the carrying value of an 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 asset groups by comparing historical cash flow trends to the asset groups’ carrying values.
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.
36 unchanged sentences
Products 1,956 1,633 1,292
−Removed: Total Revenues 4,331 3,645 3,685
+Added: Total Revenue
+Added: 5,135 4,331 3,645
Costs and Expenses:
3 unchanged sentences
Selling, General and Administrative 804 778 738
−Removed: Goodwill and Long-Lived Assets Impairment — — 1,053
−Removed: Restructuring Charges 22 — 206
Other Charges (Credits) 4 31 ( 10 )
Total Costs and Expenses 4,315 3,919 3,529
−Removed: Operating Income (Loss) 412 116 ( 1,486 )
+Added: Operating Income 820 412 116
Other Income (Expense):
−Removed: Interest Expense, Net ( 179 ) ( 260 ) ( 251 )
+Added: Interest Expense, Net of Interest Income of $ 59 , $ 31 and $ 20
+Added: ( 123 ) ( 179 ) ( 260 )
+Added: Loss on Blue Chip Swap Securities ( 57 ) — —
Loss on Extinguishment of Debt and Bond Redemption Premium ( 5 ) ( 5 ) ( 170 )
−Removed: Loss on Termination of ABL Credit Agreement — — ( 15 )
Other Expense, Net ( 129 ) ( 90 ) ( 29 )
38 unchanged sentences
Total Assets $ 5,068 $ 4,720
−Removed: Short-term Borrowings and Current Portion of Long-term Debt $ 45 $ 12
+Added: Current Portion of Long-term Debt
Accounts Payable 679 460
6 unchanged sentences
Operating Lease Liabilities 131 117
+Added: Non-current Taxes Payable
Other Non-current Liabilities 152 128
15 unchanged sentences
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
−Removed: (Dollars in millions) Par Value of Issued Shares Capital In Excess of Par Value Retained Deficit Accumulated
+Added: (Dollars in millions) Par Value of Issued Shares Capital In Excess of Par Value Retained Income (Deficit)
Comprehensive
3 unchanged sentences
Net Income (Loss) — — ( 450 ) — 21 ( 429 )
−Removed: Other Comprehensive Loss — — — ( 52 ) — ( 52 )
−Removed: Dividends to Noncontrolling Interests — — — — ( 28 ) ( 28 )
+Added: Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes
+Added: Other Comprehensive Income — — — 8 — 8
+Added: Distributions to Noncontrolling Interests
+Added: — — — — ( 27 ) ( 27 )
Balance at December 31, 2021
$ — $ 2,904 $ ( 2,397 ) $ ( 35 ) $ 24 $ 496
−Removed: Net Income (Loss) — — ( 450 ) — 21 ( 429 )
−Removed: Equity Awards, Granted, Vested and Exercised — 7 — — — 7
+Added: Net Income — — 26 — 25 51
+Added: Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes
+Added: — 18 — — — 18
Other Comprehensive Income — — — 13 — 13
−Removed: Dividends to Noncontrolling Interests — — — — ( 27 ) ( 27 )
+Added: Distributions to Noncontrolling Interests
+Added: — — — — ( 30 ) ( 30 )
+Added: Other — 6 — — ( 3 ) 3
Balance at December 31, 2022
1 unchanged sentence
Net Income — — 417 — 32 449
−Removed: Equity Awards, Granted, Vested and Exercised — 18 — — — 18
−Removed: Other Comprehensive Income — — — 13 — 13
−Removed: Dividends to Noncontrolling Interests — — — — ( 30 ) ( 30 )
+Added: Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes
+Added: — ( 22 ) — — — ( 22 )
+Added: Other Comprehensive Loss — — — ( 6 ) — ( 6 )
+Added: Distributions to Noncontrolling Interests
+Added: — — — — ( 52 ) ( 52 )
Other — — — — 2 2
11 unchanged sentences
Depreciation and Amortization 327 349 440
−Removed: Bond Redemption Premium and Loss on Extinguishment of Debt and Termination of ABL Credit Agreement 5 170 15
−Removed: Goodwill and Long-Lived Assets Impairment — — 1,053
+Added: Foreign Exchange Losses
+Added: Loss on Extinguishment of Debt and Bond Redemption Premium 5 5 170
+Added: Loss on Blue Chip Swap Securities 57 — —
Inventory Charges 19 36 62
−Removed: Asset Write-Downs and Other Charges 5 — 60
−Removed: Employee Share-Based Compensation Expense 25 25 —
−Removed: Loss (Gain) on Disposition of Assets ( 41 ) ( 22 ) 2
+Added: Gain on Disposition of Assets
+Added: ( 11 ) ( 41 ) ( 22 )
Deferred Income Tax Provision (Benefit)
−Removed: Change in Operating Assets and Liabilities, Net:
+Added: ( 86 ) 4 ( 10 )
+Added: Employee Share-Based Compensation Expense 35 25 25
+Added: Changes in Accounts Receivable, Inventory, and Accounts Payable:
Accounts Receivable
−Removed: Inventories ( 56 ) ( 18 ) 64
+Added: ( 221 ) ( 193 ) ( 6 )
+Added: ( 114 ) ( 56 ) ( 18 )
Accounts Payable
−Removed: Other Assets and Liabilities, Net 80 54 79
+Added: Other Changes, Net
Net Cash Provided by Operating Activities $ 832 $ 349 $ 322
1 unchanged sentence
Capital Expenditures for Property, Plant and Equipment $ ( 209 ) $ ( 132 ) $ ( 85 )
−Removed: Proceeds from Divestiture of Businesses and Investments — — 11
Proceeds from Disposition of Assets 28 82 41
−Removed: Proceeds from Bond Maturities — — 50
+Added: Purchases of Blue Chip Swap Securities ( 110 ) — —
+Added: Proceeds from Sales of Blue Chip Swap Securities 53 — —
Other Investing Activities ( 51 ) ( 4 ) ( 39 )
4 unchanged sentences
Bond Redemption Premium ( 5 ) ( 5 ) ( 131 )
−Removed: Repayments of Short-term Debt, Net — ( 4 ) ( 27 )
−Removed: Deferred Consideration Payment — — ( 24 )
−Removed: Dividends to Noncontrolling Interests ( 30 ) ( 21 ) ( 28 )
+Added: Distributions to Noncontrolling Interests
+Added: ( 52 ) ( 30 ) ( 21 )
+Added: Tax Remittance on Equity Awards Vested ( 56 ) ( 4 ) ( 1 )
Other Financing Activities ( 15 ) ( 11 ) ( 10 )
−Removed: Net Cash Provided by (Used in) Financing Activities $ ( 248 ) $ ( 403 ) $ 348
+Added: Net Cash Used in Financing Activities $ ( 514 ) $ ( 248 ) $ ( 403 )
Effect of Exchange Rate Changes on Cash and Cash Equivalents ( 78 ) ( 48 ) ( 8 )
−Removed: Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash ( 1 ) ( 172 ) 485
+Added: Net Decrease in Cash, Cash Equivalents and Restricted Cash ( 49 ) ( 1 ) ( 172 )
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 1,112 1,113 1,285
12 unchanged sentences
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.
−Removed: We operate in approximately 75 countries and have service and sales locations in oil and natural gas producing regions globally.
−Removed: Many of our businesses, have been operating for more than 50 years.
+Added: We conduct business in approximately 75 countries and have service and sales locations in oil and natural gas producing regions globally.
The authorized share capital of Weatherford includes 1.356 billion ordinary shares with a par value of $ 0.001 per share.
7 unchanged sentences
Certain reclassifications have been made to the financial statements and accompanying footnotes to conform to the Company’s current period presentation.
−Removed: Emergence from Bankruptcy
−Removed: On July 1, 2019, we filed voluntary petitions under Chapter 11 of the U.S.
−Removed: Bankruptcy Code in the U.S.
−Removed: Bankruptcy Court for the Southern District of Texas.
−Removed: On December 13, 2019 (“Effective Date”), after all conditions to effectiveness were satisfied, we emerged from bankruptcy after successfully completing the reorganization.
Use of Estimates
The preparation of financial statements in conformity with U.S.
−Removed: 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, 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: 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 liabilities.
+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, valuation of derivative financial instruments, 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.
6 unchanged sentences
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Allowance for Credit Losses on Accounts Receivables
+Added: Accounts Receivables and Allowance for Credit Losses
+Added: Substantially all of our customers are in fossil fuel-related industries and thus this concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions.
+Added: We perform periodic credit evaluations of our customers and do not generally require collateral in support of our trade receivables.
We establish an allowance for credit losses based on various factors, including historical experience, current conditions and environments in which our customers operate, the aging status and reasonable and supportable forecasts.
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.
−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: Past due balances over 365 days and over a specified amount are reviewed individually for collectability.
−Removed: Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
−Removed: Major Customers and Credit Risk
−Removed: Substantially all of our customers are engaged in the energy industry.
−Removed: This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions.
−Removed: We perform periodic credit evaluations of our customers and do not generally require collateral in support of our trade receivables.
−Removed: We maintain allowances for credit losses.
−Removed: 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 cash, or result in the deprivation of contract rights or the taking of property without fair consideration.
−Removed: 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.
−Removed: As of December 31, 2022 , accounts receivable in Mexico and the U.S.
−Removed: accounted for 21 % and 12 %, respectively, of our total net outstanding account receivables.
−Removed: Consistent with prior periods, although we have experienced delay of payments in Mexico, the balances due are not in dispute and we do not expect to have any material write-offs of receivables in the country.
−Removed: No other country accounted for more than 10% of our net outstanding accounts receivables balance.
−Removed: For the years ended December 31, 2022, 2021 and 2020, no individual customer accounted for more than 10 % of our consolidated revenues.
+Added: Risk profiles can vary between larger and smaller independent customers as well as between state-owned customers.
+Added: Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
+Added: As of December 31, 2023 , and December 31, 2022, Mexico accounted for 27 % and 21 % of our total net outstanding accounts receivables, respectively, of which our largest customer in the country accounted for 22 % and 18 % of our total net outstanding accounts receivables, respectively.
+Added: From time to time, we experience delayed payments from our largest customer in Mexico although the balances due are not in dispute and we do not expect to have any material write-offs of receivables.
+Added: Delays or failure to pay in the future could differ from management’s expectations and negatively impact future results of the Company.
+Added: As of December 31, 2023 , and December 31, 2022, the U.S.
+Added: accounted for 11 % and 12 % of our total net accounts receivables, respectively.
+Added: No other country or individual customer accounted for more than 10% of our total net outstanding accounts receivables.
We state our inventories at the lower of cost or net realizable value using either the first-in, first-out (“FIFO”) or average cost method.
10 unchanged sentences
We expense maintenance and repairs as incurred and capitalize expenditures for improvements as well as renewals and replacements that extend the useful life of the asset.
−Removed: The estimated useful lives of our major classes of PP&E are as follows:
−Removed: Major Classes of Property, Plant and Equipment PP&E Estimated Useful Lives
−Removed: Buildings and leasehold improvements 10 – 40 years or lease term
+Added: We estimate the useful lives of our PP&E over their respective lease terms, if applicable, or as follows:
+Added: Estimated Useful Lives
+Added: Buildings and leasehold improvements 10 – 40 years
Rental and service equipment 3 – 10 years
Machinery and other 2 – 12 years
−Removed: Weatherford International plc – 2022 Form 10-K | 48
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Intangible Assets
3 unchanged sentences
We capitalize patent defense costs when we determine that a successful defense is probable.
+Added: Weatherford International plc – 2023 Form 10-K | 52
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
We are committed under various operating lease agreements primarily related to office space and equipment.
2 unchanged sentences
we recognize lease expense for these leases on a straight-line basis over the lease term.
−Removed: Operating lease assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date and include related options to extend or terminate lease terms that are reasonably certain of being exercise.
+Added: Operating lease assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date and include related options to extend or terminate lease terms that are reasonably certain of being exercised.
We determine if an arrangement is classified as a lease at its inception.
1 unchanged sentence
Long-Lived Assets Impairment
−Removed: Long-lived assets, consisting of PP&E, operating lease assets and intangible 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.
−Removed: 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.
−Removed: 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.
+Added: Long-lived assets, consisting of PP&E, operating lease assets and intangible 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 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 assets’ 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 asset groups that may not be recoverable.
If the undiscounted cash flows do not exceed the carrying value of the long-lived asset group, impairment is recognized to the extent the carrying amount exceeds the estimated fair value of the asset group, as determined by a discounted cash flow analysis.
4 unchanged sentences
The amounts will fluctuate, depending on exchange rate volatility, the volume of our foreign currency transactions, and our decisions to hedge.
−Removed: 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.
−Removed: 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 hedging instruments under Accounting Standards Codification “ASC” 815 Derivatives and Hedging, and the changes in fair value of the contracts are recorded in each period in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
−Removed: We record derivative instruments on the balance sheet at their fair value as either assets or liabilities.
−Removed: See “Note 12 – Derivative Instruments” for additional information.
−Removed: We monitor the creditworthiness of our counterparties, which are multinational commercial banks.
−Removed: 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: Weatherford International plc – 2022 Form 10-K | 49
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: During the fourth quarter of 2023, we entered into a credit default swap.
+Added: The notional amounts of our foreign currency forward contracts and the credit default swap do not generally represent cash amounts exchanged by the parties and are calculated based on the terms of the derivative instrument.
+Added: Both our foreign currency forward contracts and the credit default swap are undesignated hedging instruments under Accounting Standards Codification “ASC” 815 Derivatives and Hedging.
+Added: We record these derivative instruments on the balance sheet at their fair value as either assets or liabilities.
+Added: See “Note 10 – Derivative Financial Instruments” for additional information.
+Added: The fair values of our outstanding derivative instruments are determined using models with either Level 2 or Level 3 inputs.
+Added: See “Note 9 – Fair Value of Financial Instruments, Assets and Other Assets” for additional information.
Foreign Currency
5 unchanged sentences
Remeasurement gains and losses are recognized during the period incurred and recognized in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
+Added: Weatherford International plc – 2023 Form 10-K | 53
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Share-Based Compensation
−Removed: We account for equity-classified share-based payment awards, including restricted share unit and performance unit awards by recognizing the grant date fair value as an expense, net of forfeitures, over the service period, which is usually the vesting period.
−Removed: For those share-based awards that are settled in cash and recorded as a liability, such as phantom restricted share units, the fair value and associated expense is adjusted when the published price of our stock changes.
−Removed: We record shared-based compensation in “Selling, General and Administrative” on the accompanying Consolidated Statements of Operations.
+Added: We account for share-based payment awards by recognizing the grant date fair value as an expense, net of forfeitures, over the service period, which is usually the vesting period.
+Added: The fair value and associated expense is adjusted when the published price of our stock changes for share-based awards we intend to settle in cash.
+Added: We record share-based compensation in “Selling, General and Administrative” on the accompanying Consolidated Statements of Operations.
We account for taxes under the asset and liability method.
13 unchanged sentences
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.
−Removed: If the terms of a service contract give us the right to invoice the customer for an amount that corresponds directly with the value of our performance completed to date, revenues are recognized over time at the amount to which we have the right to invoice.
+Added: If the terms of a service contract give us the right to invoice the customer for an amount that corresponds directly with the value of our performance completed to date, revenues are recognized at the amount to which we have the right to invoice.
For certain long-term contracts, our revenue is recognized for services over time as the services are rendered and we utilize an output method such as time elapsed or footage drilled, which coincides with how customers receive the benefit.
3 unchanged sentences
2016-02, Leases (Topic 842) and are recorded within “Services Revenue” on the accompanying Consolidated Statements of Operations.
−Removed: Weatherford International plc – 2022 Form 10-K | 50
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Contract Balances
−Removed: The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable (included in “Accounts Receivable, Net”), contract assets (included in “Other Current Assets” and “Other Non-Current Assets”), and contract liabilities (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 (included in “Accounts Receivable, Net”), contract assets (included in “Other Current Assets” and “Other Non-Current Assets”), and contract liabilities (included in “Other Current Liabilities” and “Other Non-current Liabilities”) on our Consolidated Balance Sheets.
We recognize receivables for work completed on service contracts but not billed in which the rights to consideration are conditional as contract assets.
We recognize contract liabilities when consideration is received in advance of the recognition of revenue.
+Added: Weatherford International plc – 2023 Form 10-K | 54
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Performance Obligations
2 unchanged sentences
We generally bill our sales of products and services upon completion of the performance obligation.
−Removed: Product sales are billed and recognized when control passes to the customer.
+Added: Product sales and services are billed and recognized when control passes to the customer.
Our products are produced in a standard manufacturing operation, even if produced to our customer’s specifications.
2 unchanged sentences
We defer revenue recognition on such payments until the products or services are delivered to the customer.
−Removed: Revenue is occasionally generated from contracts that include multiple performance obligations.
−Removed: 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.
−Removed: The consideration, including any discounts, is allocated between separate products and services based on their standalone selling prices.
−Removed: The standalone selling prices are determined based on the prices at which we separately sell our products and services.
−Removed: For items not sold separately (e.g.
−Removed: term software licenses in our Completion and Production product line), we estimate standalone selling prices using the adjusted market assessment approach.
−Removed: Costs of relocating equipment without contracts are expensed as incurred.
−Removed: We provide certain assurance warranties on product sales which range from one to five years but do not offer extended warranties on any of our products or services.
−Removed: These assurance warranties are not separate performance obligations thus no portion of the transaction price is allocated to our obligations under these warranties.
+Added: Revenue is occasionally generated from contracts that include multiple performance obligations, such as product sales with related installation and/or maintenance services.
+Added: The consideration in the contract is allocated between separate products and services based on their standalone selling prices (determined based on the prices at which we separately sell our products and services).
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
3 unchanged sentences
Accounting Standards Issued Not Yet Adopted
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures , an update that improves reportable segment disclosure requirements.
+Added: Under ASU 2023-07, issuers must provide enhanced interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.
+Added: The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively.
+Added: We expect to adopt ASU 2023-07 in our 2024 Form 10-K and in the interim periods thereafter.
+Added: The adoption of ASU 2023-07 will require us to provide additional disclosures related to our segments, but otherwise will not materially impact our financial statements.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures , an update that improves income tax disclosure requirements.
+Added: Under ASU 2023-09, issuers must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate).
+Added: The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied prospectively.
+Added: We expect to adopt ASU 2023-09 in our 2025 Form 10-K.
+Added: The adoption of ASU 2023-09 will require us to provide additional disclosures related to our income taxes, but otherwise will not materially impact our financial statements.
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.
15 unchanged sentences
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.
−Removed: Revenues are further described in “Note 3 – Revenues.”
+Added: Revenues are further described in “Note 3 – Revenue.”
Our primary measure of segment profitability is segment adjusted EBITDA, which is based on segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments.
Research and development expenses are included in segment adjusted EBITDA.
−Removed: Corporate and other includes business activities (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: All other includes results from non-core business activities (including integrated services and projects), and corporate includes overhead support and centrally managed or shared facilities costs.
+Added: All other and corporate do not individually meet the criteria for segment reporting.
Weatherford International plc – 2023 Form 10-K | 56
2 unchanged sentences
(Dollars in millions) 2023 2022 2021
−Removed: Drilling and Evaluation $ 1,328 $ 1,066 $ 1,044
−Removed: Well Construction and Completions 1,521 1,353 1,414
−Removed: Production and Intervention 1,395 1,127 1,106
−Removed: Segment Revenues 4,244 3,546 3,564
+Added: $ 1,536 $ 1,328 $ 1,066
+Added: 1,800 1,521 1,353
+Added: 1,472 1,395 1,127
All Other 327 87 99
−Removed: Total Revenues $ 4,331 $ 3,645 $ 3,685
−Removed: Segment Adjusted EBITDA:
−Removed: Drilling and Evaluation $ 324 $ 186 $ 132
−Removed: Well Construction and Completions 299 256 273
−Removed: Production and Intervention 261 191 154
−Removed: Segment Adjusted EBITDA $ 884 $ 633 $ 559
−Removed: Corporate and Other ( 67 ) ( 62 ) ( 100 )
+Added: Total Revenue
+Added: $ 5,135 $ 4,331 $ 3,645
+Added: Operating Income:
+Added: DRE Segment Adjusted EBITDA $ 422 $ 324 $ 186
+Added: WCC Segment Adjusted EBITDA 455 299 256
+Added: PRI Segment Adjusted EBITDA 323 261 191
+Added: Corporate ( 52 ) ( 68 ) ( 68 )
Depreciation and Amortization ( 327 ) ( 349 ) ( 440 )
1 unchanged sentence
( 35 ) ( 25 ) ( 25 )
−Removed: Other Adjustments (b) :
−Removed: Long-Lived and Other Asset Impairment $ — $ — $ ( 1,053 )
−Removed: Restructuring Charges ( 22 ) — ( 206 )
Other (Charges) Credits ( 4 ) ( 31 ) 10
−Removed: Other Adjustments
+Added: Operating Income
$ 820 $ 412 $ 116
−Removed: Operating Income (Loss) $ 412 $ 116 $ ( 1,486 )
(a) See “Note 13 – Share-Based Compensation” for additional information.
−Removed: (b) See “Note 4 – Goodwill and Long-Lived Assets Impairment” and “Note 5 – Restructuring Charges” for
−Removed: additional information.
−Removed: During 2020, segment adjusted EBITDA for Well Construction and Completions included
−Removed: a $ 12 million gain on sale of operational assets otherwise shown as part of “Other Charges (Credits)” on the
−Removed: accompanying Consolidated Statements of Operations.
−Removed: Weatherford International plc – 2022 Form 10-K | 53
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Year Ended December 31,
1 unchanged sentence
Depreciation and Amortization:
−Removed: Drilling and Evaluation $ 112 $ 164 $ 183
−Removed: Well Construction and Completions 99 123 151
−Removed: Production and Intervention 86 102 112
+Added: $ 102 $ 112 $ 164
Corporate and Other
1 unchanged sentence
Capital Expenditures:
−Removed: Drilling and Evaluation $ 54 $ 18 $ 27
−Removed: Well Construction and Completions 35 18 23
−Removed: Production and Intervention 32 36 73
+Added: 104 $ 54 $ 18
Corporate and Other 22 11 13
Total Capital Expenditures $ 209 $ 132 $ 85
+Added: Weatherford International plc – 2023 Form 10-K | 57
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
(Dollars in millions) 2023
Total Assets:
−Removed: Drilling and Evaluation $ 713 $ 783
−Removed: Well Construction and Completions 993 974
−Removed: Production and Intervention 729 686
−Removed: Total Reportable Segment Assets 2,435 2,443
Corporate and Other (a)
Total $ 5,068 $ 4,720
−Removed: (a) Corporate and other assets primarily include cash and cash equivalents, certain intangible assets, and centrally
+Added: (a) Corporate and other total assets primarily include cash and cash equivalents, certain intangible assets, and centrally
managed or shared facilities.
1 unchanged sentence
As of December 31, 2023, and 2022 the U.S.
−Removed: accounted for 22 % and 23 %, respectively, of our PP&E, Net and operating lease assets identifiable by geography.
+Added: accounted for 23 % and 22 %, respectively, and as of December 31, 2023, the Kingdom of Saudi Arabia accounted for 10 % of our PP&E, Net and operating lease assets identifiable by geography.
No other country accounted for more than 10% of our PP&E, Net and operating lease assets identifiable by geography as of December 31, 2023 and 2022.
9 unchanged sentences
(b) Corporate assets not allocated by geography are excluded from this total.
−Removed: Weatherford International plc – 2022 Form 10-K | 54
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: Disaggregated Revenues
+Added: Disaggregated Revenue
For additional details on our revenue recognition policies see “Note 1 – Summary of Significant Accounting Policies”.
−Removed: The following tables disaggregate our revenues from contracts with customers by geographic region and includes equipment rental revenues.
−Removed: Equipment rental revenues were $ 146 million, $ 131 million and $ 150 million in 2022, 2021 and 2020, respectively.
−Removed: accounted for 20 %, 19 % and 20 % of revenues in 2022, 2021 and 2020, respectively.
−Removed: No other country accounted for more than 10% of our revenue in 2022, 2021 and 2020.
+Added: The following tables disaggregate our revenue from contracts with customers by geographic region and includes equipment rental revenue.
+Added: Equipment rental revenue were $ 142 million, $ 146 million and $ 131 million in 2023, 2022 and 2021, respectively.
+Added: During 2023, Mexico accounted for 13 % of total revenue, driven by our largest customer, which accounted for 10 % of our total revenue.
+Added: During 2023, 2022 and 2021, the U.S.
+Added: accounted for 16 %, 20 % and 19 % of total revenue, respectively.
+Added: No other country or individual customer accounted for more than 10% of our total revenue in 2023, 2022 and 2021.
We had no revenue in our country of domicile (Ireland) in 2023, 2022 and 2021.
+Added: Weatherford International plc – 2023 Form 10-K | 58
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Year Ended December 31,
(Dollars in millions) 2023 2022 2021
−Removed: Revenues by Geographic Areas:
+Added: Revenue by Geographic Areas:
North America (a)
$ 1,068 $ 1,104 $ 896
+Added: International
+Added: 4,067 3,227 2,749
Latin America
+Added: 1,387 1,062 814
Europe/Sub-Sahara Africa/Russia
Middle East/North Africa/Asia
−Removed: Total Revenues $ 4,331 $ 3,645 $ 3,685
+Added: 1,815 1,401 1,198
+Added: Total Revenue
+Added: $ 5,135 $ 4,331 $ 3,645
(a) North America consists of the U.S.
6 unchanged sentences
Accounts Receivable, Net of Allowance for Credit Losses of $ 16 at December 31, 2023 and $ 26 at December 31, 2022 (a)
+Added: $ 1,216 $ 989
Contract Assets in Other Current Assets $ 61 $ 39
Contract Assets in Other Non-Current Assets $ 24 $ 21
−Removed: Contract Liabilities in Other Current Liabilities (b)
+Added: Contract Liabilities in Other Current Liabilities $ 58 $ 54
+Added: Contract Liabilities in Other Non-Current Liabilities $ 5 $ —
(a) The change in allowance for credit losses includes charges offset primarily by recoveries and write-offs.
The credit loss charges were $ 9 million, $ 10 million and $ 30 million during 2023, 2022 and 2021, respectively.
−Removed: Offsets to allowance for credit losses were primarily recoveries and write-offs of $ 15 million, $ 31 million and nil during 2022, 2021 and 2020, respectively.
−Removed: (b) Revenues recognized during the year ended December 31, 2022 and 2021 that were included in the contract liabilities balance at the beginning of each year were approximately $ 39 million and $ 35 million, respectively.
−Removed: Weatherford International plc – 2022 Form 10-K | 55
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: 4 – Goodwill and Long-Lived Assets Impairment
−Removed: Goodwill and Long-Lived Assets Impairment
−Removed: We recorded the following in “Goodwill and Long-Lived Assets Impairment” on the accompanying Consolidated Statements of Operations:
−Removed: Year Ended December 31,
−Removed: (Dollars in millions) 2022 2021 2020
−Removed: Long-lived Assets Impairment $ — $ — $ 814
−Removed: Goodwill Impairment — — 239
−Removed: Total Goodwill and Long-lived Assets Impairment $ — $ — $ 1,053
−Removed: Goodwill Impairment
−Removed: As of December 31, 2020, we no longer carry goodwill on the Consolidated Balance Sheets.
−Removed: During 2020, based on our interim goodwill impairment assessments, we determined the fair value of our reporting units were less than their carrying values, and recognized goodwill impairment charges to fully impair our goodwill of $ 239 million (also the cumulative impairment loss).
−Removed: We identified impairment indicators that triggered quantitative goodwill assessments.
−Removed: 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 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.
−Removed: Long-Lived Assets Impairment
−Removed: We did not recognize long-lived assets impairments during 2022 or 2021.
−Removed: During 2020, the global economic and industry conditions resulting from the decline in demand and impact from the COVID-19 pandemic were identified as impairment indicators.
−Removed: As a result, we performed interim impairment assessments of our property, plant and equipment, definite-lived intangible assets, and operating lease assets with the assistance of a third-party valuation advisor.
−Removed: 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.
−Removed: The fair values of our long-lived assets were determined using discounted cash flows under the income approach, a Level 3 fair value analysis.
−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, forecasted revenues and operating margins and the discount rate.
−Removed: Long-Lived Assets Impairment by Asset Class and Segment
−Removed: Year Ended December 31, 2020
−Removed: (Dollars in millions) DRE WCC PRI All Other Total
−Removed: Property, Plant and Equipment $ 195 $ 126 $ 232 $ 18 $ 571
−Removed: Intangible Assets 76 39 40 — 155
−Removed: Operating Lease Assets 14 20 54 — 88
−Removed: Long-lived Assets Impairment $ 285 $ 185 $ 326 $ 18 $ 814
−Removed: Weatherford International plc – 2022 Form 10-K | 56
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: 5 – Restructuring Charges
−Removed: During 2022, “Restructuring Charges” on the accompanying Consolidated Statements of Operations were primarily related to the launch of a multi-year footprint consolidation and workforce efficiency initiative aimed at improving fulfillment operations.
−Removed: No restructuring charges were recognized in 2021.
−Removed: During 2020, our restructuring charges included workforce reductions, organization restructurings, facility consolidations and other cost reduction measures and efficiency initiatives targeted to better align with activity levels at the time.
−Removed: Restructuring liabilities were $ 25 million and $ 17 million as of December 31, 2022 and 2021, respectively, of which $ 16 million and $ 12 million are recorded in “Other Current Liabilities” and $ 9 million and $ 5 million in “Other Non-current Liabilities” as of December 31, 2022 and 2021, respectively, on the accompanying Consolidated Balance Sheets.
−Removed: The change in liabilities include restructuring charges, primarily offset by cash payments.
−Removed: The following table presents restructuring charges by type (including asset related charges) and by segment (and corporate and other) for following periods:
−Removed: Year Ended December 31,
−Removed: (Dollars in millions) 2022 2021 2020
−Removed: Severance Charges $ 14 $ — $ 132
−Removed: Facility Exit Charges 8 — 10
−Removed: Inventory Charges (a)
−Removed: Property, Plant and Equipment (a)
−Removed: Operating Lease and Other Assets (a)
−Removed: Total Restructuring Charges $ 22 $ — $ 206
−Removed: (a) Asset write-downs included in restructuring charges.
−Removed: Year Ended December 31,
−Removed: (Dollars in millions) 2022 2021 2020
−Removed: Drilling and Evaluation $ 5 $ — $ 35
−Removed: Well Construction and Completions 7 — 60
−Removed: Production and Intervention 5 — 52
−Removed: Corporate and Other 5 — 59
−Removed: Total Restructuring Charges $ 22 $ — $ 206
+Added: Offsets to allowance for credit losses were primarily recoveries and write-offs of $ 19 million, $ 15 million and $ 31 million during 2023, 2022 and 2021, respectively.
Weatherford International plc – 2023 Form 10-K | 59
11 unchanged sentences
Inventory Charges in “Cost of Products” $ 19 $ 32 $ 55
−Removed: Inventory Charges in “Restructuring Charges” — — 15
Inventory Charges in “Other Charges (Credits)” — 4 7
−Removed: Total Inventory Charges (a)
+Added: Total Inventory Charges
$ 19 $ 36 $ 62
−Removed: (a) Inventory charges in 2020 were additionally driven by the impact of the COVID-19 pandemic.
5 – Property, Plant and Equipment, Net
7 unchanged sentences
Property, Plant and Equipment, Net $ 957 $ 918
−Removed: Depreciation expense was $ 194 million, $ 284 million and $ 340 million in 2022, 2021 and 2020.
−Removed: See discussion at “Note 4 – Goodwill and Long-Lived Assets Impairment” for impairment recognized in 2020.
+Added: Depreciation expense was $ 171 million, $ 194 million and $ 284 million in 2023, 2022 and 2021, respectively.
Weatherford International plc – 2023 Form 10-K | 60
62 unchanged sentences
Finance Lease Current Portion 17 14
−Removed: Short-term Borrowings and Current Portion of Long-term Debt $ 45 $ 12
+Added: Current Portion of Long-term Debt $ 168 $ 45
8.625 % Senior Notes due 2030 “2030 Senior Notes”
5 unchanged sentences
Our Exit Notes and 2028 Senior Secured Notes were issued by Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), and guaranteed by the Company and Weatherford International, LLC, a Delaware limited liability company (“Weatherford Delaware”) and other subsidiary guarantors party thereto.
+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 (now the “Credit Agreement”), in each case, subject to permitted liens).
Our 2030 Senior Notes were originally issued by Weatherford Bermuda and guaranteed by the Company and Weatherford Delaware and other subsidiary guarantors party thereto.
1 unchanged sentence
The bond redemption premiums and noncash loss on extinguishment of debt related to the unamortized debt issuance costs described in the following paragraphs are presented as “Loss on Extinguishment of Debt and Bond Redemption Premium” on the Consolidated Statements of Operations.
−Removed: Additionally, debt issuance costs described in the following paragraphs reduce 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: Additionally, debt issuance costs described in the following paragraphs reduce 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 of Interest Income” on our Consolidated Financial Statements.
On December 13, 2019, we issued unsecured 11.00 % Exit Notes due in 2024 for an aggregate principal amount of $ 2.1 billion.
−Removed: 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: Interest on the Exit Notes accrues at the rate of 11.00 % per annum and is payable semiannually on June 1 and December 1.
Proceeds from the issuance were reduced by debt issuance costs.
−Removed: On October 20, 2021, we redeemed $ 200 million in principal amount and paid related accrued interest of $ 8 million along with a bond redemption premium of $ 6 million.
−Removed: On October 27, 2021, we redeemed $ 1.6 billion in principal and paid related accrued interest of $ 71 million along with a bond redemption premium of $ 103 million and recognized a $ 2 million noncash loss on extinguishment of debt related to the unamortized debt issuance costs.
−Removed: This redemption used net proceeds from our issuance of $ 1.6 billion of 2030 Senior Notes (defined below) and cash on hand.
−Removed: On August 10, 2022 and November 17, 2022, we redeemed $ 50 million and $ 125 million, respectively, in principal amount and paid the related accrued interest along with a bond redemption premium of $ 5 million.
−Removed: During the fourth quarter of 2022, we elected to redeem an additional $ 20 million and present this amount as “Short-term Borrowings and Current Portion of Long-term Debt” on the Consolidated Financial Statements as of December 31, 2022.
−Removed: At December 31, 2022 , the carrying value of $ 125 million represents the total remaining unpaid principal.
−Removed: Subsequent to year-end, in January 2023, we redeemed the $ 20 million in principal in short-term and paid related accrued interest along with a bond redemption premium.
+Added: In 2021, we redeemed $ 1.8 billion in principal amount and paid the related accrued interest along with a bond redemption premium of $ 109 million and recognized a $ 2 million noncash loss on extinguishment of debt related to the unamortized debt issuance costs.
+Added: Part of this redemption used net proceeds from our issuance of $ 1.6 billion of 2030 Senior Notes (defined below) and cash on hand.
+Added: In 2022, we redeemed $ 175 million in principal amount and paid the related accrued interest along with a bond redemption premium of $ 5 million.
+Added: During the fourth quarter of 2022, we elected to redeem an additional $ 20 million and presented this amount as “Short-term Borrowings and Current Portion of Long-term Debt” on the Consolidated Financial Statements as of December 31, 2022.
Weatherford International plc – 2023 Form 10-K | 64
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: In 2023, we fully redeemed the remaining $ 125 million principal amount and paid the related accrued interest along with a bond redemption premium of $ 3 million.
2024 Senior Secured Notes
On August 28, 2020, we entered into an indenture and issued the 8.75 % Senior Secured Notes for an aggregate principal amount of $ 500 million maturing September 1, 2024 (the “2024 Senior Secured Notes”).
−Removed: Interest accrued at the rate of 8.75 % per annum and was payable semiannually on March 1 and September 1, and commenced March 1, 2021.
−Removed: Proceeds from the issuance were reduced by debt issuance costs, and include a purchase commitment discount of $ 25 million and a commitment fee of $ 15 million.
−Removed: On September 30, 2021, we repaid the principal amount 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.
−Removed: 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.
+Added: Interest accrued at the rate of 8.75 % per annum and was payable semiannually on March 1 and September 1.
+Added: In 2021, we fully repaid the remaining unpaid principal of $ 500 million, along with 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.
2028 Senior Secured Notes
2 unchanged sentences
Proceeds from the issuance were reduced by debt issuance costs.
−Removed: 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 (now the “Credit Agreement”), in each case, subject to permitted liens).
−Removed: During the fourth quarter of 2022, we elected to repurchase $ 8 million in principal amount of our 2028 Senior Secured Notes.
−Removed: Subsequent to year-end, in January 2023, we repurchased an additional $ 11 million in principal amount of our 2028 Senior Secured Notes.
+Added: In 2023, we repurchased $ 243 million in principal along with a $ 2 million bond redemption premium and in 2022, we repurchased $ 8 million in principal of our 2028 Senior Secured Notes.
+Added: At December 31, 2023 and December 31, 2022, the carrying value represents the remaining unpaid principal of $ 248 million and $ 492 million, respectively, offset by unamortized deferred issuance cost of $ 5 million and $ 10 million, respectively.
+Added: Subsequent to year-end, in January 2024, we repurchased an additional $ 151 million (presented as “Short-term Borrowings and Current Portion of Long-term Debt” on the Consolidated Financial Statements as of December 31, 2023) in principal amount of our 2028 Senior Secured Notes, leaving $ 97 million as the remaining unpaid principal.
2030 Senior Notes
2 unchanged sentences
On December 1, 2022, we modified our 2030 Senior Notes, as described earlier.
+Added: At December 31, 2023 and December 31, 2022, the carrying value represents the remaining unpaid principal of $ 1.6 billion at each date, offset by unamortized deferred issuance cost of $ 13 million and $ 14 million, respectively.
Credit Agreement
−Removed: We had a senior secured letter of credit agreement dated as of December 13, 2019 (the “LC Agreement’) in an aggregate amount of $ 215 million maturing on May 29, 2024, which is used by the Company and certain of its subsidiaries for the issuance of bid and performance letters of credit.
−Removed: On October 17, 2022, we amended our LC Agreement (as amended and restated, the “Credit Agreement”) to assign the administrative agent role to Wells Fargo Bank National Association and to provide for a $ 370 million revolving credit agreement, comprised of $ 280 million for bid and performance letters of credit, and $ 90 million for revolving loans and bid, performance and financial letters of credit.
−Removed: The current revolving loan capacity is $ 45 million.
−Removed: The maturity date under the Credit Agreement is October 17, 2026 provided, that if more than $ 50 million of our Exit Notes are outstanding on such date, the maturity date will be August 30, 2024.
−Removed: The Credit Agreement also has (i) a minimum liquidity covenant of $ 250 million, (ii) a minimum interest coverage ratio of 2.00 to 1.00 for the testing period ended September 30, 2022 and 2.50 to 1.00 for each testing period thereafter and (iii) a maximum ratio of funded debt (net of unrestricted cash in excess of $ 400 million) to consolidated adjusted EBITDA of 4.00 to 1.00 for each testing period ending prior to June 30, 2023 and 3.50 to 1.00 for each testing period thereafter.
−Removed: The obligations under the Credit Agreement, as with our prior LC Agreement, are guaranteed by the Company and certain of our subsidiaries and secured by substantially all of the personal property of the Company and these subsidiaries.
+Added: Weatherford Bermuda, Weatherford Delaware, Weatherford Canada Ltd.
+Added: (“Weatherford Canada”) and WOFS International Finance GmbH (“Weatherford Switzerland”), together as borrowers, and the Company as parent, have an amended and restated credit agreement (the “Credit Agreement”).
+Added: The Credit Agreement is guaranteed by the Company and certain of our subsidiaries and secured by substantially all of the personal property of the Company and those subsidiaries.
+Added: At December 31, 2023, the Credit Agreement allowed for a total commitment amount of $ 550 million, maturing on the earlier of October 24, 2028 and 91 days prior to the maturity of the 2028 Senior Secured Notes.
+Added: Financial covenants in the Credit Agreement include a $ 250 million minimum liquidity covenant (which may increase up to $ 400 million dependent on the nature of transactions we may decide to enter into), a minimum interest coverage ratio of 2.50 to 1.00, a maximum total net leverage ratio of 3.50 to 1.00, and a maximum secured net leverage ratio of 1.50 to 1.00.
+Added: On March 24, 2023, we amended the Credit Agreement to permit unlimited prepayments and other redemptions of indebtedness subject to (i) the ratio of funded debt (net of unrestricted cash in excess of $ 400 million) to consolidated adjusted EBITDA as defined in the Credit Agreement, not exceeding 2.50 to 1.00, (ii) no default or event of default existing and (iii) aggregate proforma liquidity in the event of a debt reduction equaling or exceeding $ 300 million.
Weatherford International plc – 2023 Form 10-K | 65
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: On November 22, 2022, we amended our Credit Agreement to include (i) Weatherford Canada Ltd.
−Removed: as a borrower, and (ii) increased the total commitment to $ 400 million.
−Removed: On January 6, 2023, we further amended the Credit Agreement to clarify certain definitions related to fees associated with certain letters of credit.
−Removed: The material terms of the Credit Agreement are otherwise unchanged.
−Removed: At December 31, 2022 , we had approximately $ 195 million in outstanding letters of credit under the Credit Agreement and availability of $ 160 million.
−Removed: As of December 31, 2022 , we had $ 395 million of letters of credit outstanding, consisting of the $ 195 million mentioned above under the Credit Agreement and another $ 200 million under various uncommitted bi-lateral facilities (of which there was $ 199 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets).
−Removed: ABL Credit Agreement
−Removed: On the Effective Date, 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.
−Removed: as administrative agent.
−Removed: On August 28, 2020, we terminated the ABL Credit Agreement and recorded $ 15 million of unamortized deferred debt issuance costs in “Loss on Termination of ABL Credit Agreement” on our Consolidated Statements of Operations.
−Removed: Covenants for the Exit Notes, 2028 Senior Secured Notes, 2030 Senior Notes and Credit Agreement
−Removed: The indentures governing the Exit Notes, 2028 Senior Secured Notes and 2030 Senior Notes contain covenants that limit, among other things, our ability and the ability of certain of our subsidiaries, to:
+Added: On October 24, 2023, we amended the Credit Agreement to, among other things, (i) allow for an increase in total commitment amount from $ 400 million to $ 550 million ($ 250 million for performance letters of credit and $ 300 million for either borrowings or additional performance or financial letters of credit), (ii) extend maturity to October 24, 2028, subject to certain conditions, (iii) allow for dividends, share buybacks, and acquisitions which combined with other permitted transactions, are not to exceed a total net leverage ratio of 2.00 to 1.00 and an aggregate liquidity not less than $ 400 million, (iv) remove the minimum book value of assets requirement, (v) add Weatherford Switzerland as a borrower, and (vi) modify certain pricing provisions and eliminate secured overnight financing rate exposure to certain letters of credit.
+Added: The amendment also gives the ability to request an increase in total commitments by up to $ 200 million, upon satisfaction of certain conditions.
+Added: We further amended the Credit Agreement on December 20, 2023, to permit a certain specified swap transaction.
+Added: As of December 31, 2023 , we had zero borrowings outstanding under the Credit Agreement, and $ 376 million of letters of credit outstanding, consisting of the $ 270 million ($ 218 million for performance letters of credit and $ 52 million for financial letters of credit) under the Credit Agreement and another $ 106 million under various uncommitted bi-lateral facilities (of which there was $ 101 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets).
+Added: As of December 31, 2022, we had $ 395 million of letters of credit outstanding, consisting of the $ 195 million under the Credit Agreement and another $ 200 million under various uncommitted bi-lateral facilities (of which there was $ 199 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets).
+Added: Covenants for the 2028 Senior Secured Notes and 2030 Senior Notes and Credit Agreement
+Added: The indentures governing the 2028 Senior Secured Notes and 2030 Senior Notes contain covenants that limit, among other things, our ability and the ability of certain of our subsidiaries, to:
incur, assume or guarantee additional indebtedness;
6 unchanged sentences
and enter into mergers or consolidations.
−Removed: The Company is subject to a $ 250 million minimum liquidity covenant and minimum interest coverage ratio and maximum ratio of funded debt as noted above under our latest amended Credit Agreement as defined in the applicable documents.
−Removed: 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).
−Removed: 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.
+Added: The Company is subject to a $ 250 million minimum liquidity covenant which may increase up to $ 400 million dependent on the nature of transactions we may decide to enter into, a minimum interest coverage ratio of 2.50 to 1.00, a maximum total net leverage ratio of 3.50 to 1.00, and a maximum secured net leverage ratio of 1.50 to 1.00.
+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 2028 Senior Secured Notes to be declared due and payable immediately.
The following is a summary of scheduled debt maturities by year:
−Removed: (Dollars in millions)
+Added: (Dollars in millions) Amount
Thereafter 1,601
11 unchanged sentences
Classification of a financial asset or liability within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
−Removed: The fair values of our derivative instruments (see “Note 12 – Derivative Instruments”) and warrants (see “Note 16 – Shareholders’ Equity”), are both Level 2 valuations.
+Added: The fair values of our foreign currency forward contracts (see “Note 10 – Derivative Financial Instruments”), warrants (before their expiration, see “Note 14 – Shareholders’ Equity”), and plan assets of defined benefit pension plans (see “Note 11 – Employee Benefit Plans”) are all Level 2 valuations and the fair value of the credit default swap is a Level 3 valuation (see “Note 10 – Derivative Financial Instruments”).
Our other financial instruments include cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings and long-term debt.
13 unchanged sentences
Long-Term Debt (excluding Finance Leases) $ 1,830 $ 1,931 $ 2,193 $ 2,154
−Removed: Non-recurring Fair Value Measurements
−Removed: See discussion at “Note 4 – Goodwill and Long-Lived Assets Impairment” and “Note 6 – Inventories, Net”.
−Removed: 12 – Derivative Instruments
−Removed: We enter into contracts to hedge our exposure to currency fluctuations in various foreign currencies.
−Removed: At December 31, 2022 and December 31, 2021, we had outstanding foreign currency forward contracts with notional amounts aggregating to $ 147 million and $ 349 million, respectively.
−Removed: The changes in fair value of the contracts are recorded in each period in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
Weatherford International plc – 2023 Form 10-K | 67
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: 13 – Retirement and Employee Benefit Plans
+Added: 10 – Derivative Financial Instruments
+Added: Both our foreign currency forward contracts and the credit default swap are undesignated hedging instruments under ASC 815, Derivatives and Hedging .
+Added: Foreign Currency Forward Contracts
+Added: We enter into foreign currency forward contracts to economically hedge our exposure to currency fluctuations in various foreign currencies.
+Added: At December 31, 2023 and December 31, 2022, we had outstanding foreign currency forward contracts with notional amounts aggregating to $ 448 million and $ 147 million, respectively.
+Added: The fair values of these derivatives were not material as of December 31, 2023 and December 31, 2022.
+Added: Credit Default Swap
+Added: During the fourth quarter of 2023, we entered into a credit default swap (“CDS”) with a third-party financial institution terminating in February of 2026 related to a secured loan between that third-party financial institution and our largest customer in Mexico.
+Added: The secured loan was utilized by this customer to pay certain of our outstanding receivables and accordingly, in the fourth quarter of 2023 and January of 2024, we received $ 140 million and $ 142 million, respectively.
+Added: Under the CDS terms, within five business days upon notification of default, we could be required to pay the then outstanding notional balance net of recoveries.
+Added: As of December 31, 2023 , we had a notional balance of $ 130 million outstanding under the CDS, which increased to $ 260 million in January of 2024, following the receipt of the $ 142 million payment.
+Added: Management expects the total notional balance under the CDS to decrease to $ 161 million, $ 54 million and nil by December 31, 2024, December 31, 2025 and March 31, 2026, respectively.
+Added: The fair value of this derivative was not material as of December 31, 2023.
+Added: As of the date of this report, we are not aware of any events of default under the loan agreement between that third-party financial institution and our largest customer in Mexico.
+Added: 11 – Employee Benefit Plans
We have defined contribution plans covering certain employees.
5 unchanged sentences
The projected benefit obligations on a consolidated basis were $ 130 million and $ 121 million as of December 31, 2023 and December 31, 2022, respectively.
−Removed: The decrease year over year is due primarily to actuarial gains as a result of increased discount rates.
−Removed: The fair values of plan assets on a consolidated basis (determined primarily using Level 2 inputs) were $ 97 million and $ 160 million as of December 31, 2022 and December 31, 2021, respectively.
−Removed: The decrease year over year is due primarily to investment losses.
+Added: The increase year over year is due primarily to actuarial losses as a result of decreased discount rates.
+Added: The fair values of plan assets on a consolidated basis were $ 106 million and $ 97 million as of December 31, 2023 and December 31, 2022, respectively.
+Added: The increase year over year is due primarily to investment gains.
As of December 31, 2023 , the net underfunded obligation consisted of $ 18 million of funded obligations recorded to “Other Non-current Assets” and $ 42 million of underfunded obligations substantially all recorded to “Other Non-current Liabilities” on our Consolidated Balance Sheets.
As of December 31, 2022, the net underfunded obligation consisted of $ 15 million of funded obligations recorded to “Other Non-current Assets” and $ 39 million of underfunded obligations substantially all recorded to “Other Non-current Liabilities” on our Consolidated Balance Sheets.
−Removed: Additionally, the consolidated pre-tax amount in accumulated other comprehensive income (loss) as of December 31, 2022 and 2021, that has not yet been recognized as a component of net periodic benefit cost was a net gain of $ 19 million and net gain of $ 1 million, respectively.
−Removed: As mentioned above, increased discount rates were the primary driver of the overall gain in 2022.
+Added: Additionally, the consolidated pre-tax amount in accumulated other comprehensive income (loss) as of December 31, 2023 and December 31, 2022, that has not yet been recognized as a component of net periodic benefit cost was a net gain of $ 15 million and net gain of $ 19 million, respectively.
+Added: As mentioned above, decreased discount rates were the primary driver of the overall loss in 2023.
+Added: Weatherford International plc – 2023 Form 10-K | 68
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
The weighted average assumption rates used for benefit obligations were as follows:
11 unchanged sentences
In 2024, we expect to fund approximately $ 5 million related to those plans.
−Removed: Weatherford International plc – 2022 Form 10-K | 66
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
12 – Disputes, Litigation and Legal Contingencies
1 unchanged sentence
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.
+Added: It is possible, however, that an unexpected judgment could be rendered against us, or we could decide to resolve a case or cases, which 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.
−Removed: Accrued litigation and settlements recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 were $ 41 million and $ 40 million, respectively.
GAMCO Shareholder Litigation
1 unchanged sentence
(“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.
+Added: GAMCO alleged 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 sought 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.
4 unchanged sentences
The defendants filed their motion to dismiss on May 18, 2020, and the Court granted the motion on May 14, 2021.
−Removed: URS appealed the Court’s Opinion on Dismissal to the Court of Appeals for the Fifth Circuit, and the parties are awaiting a decision.
−Removed: We cannot reliably predict the outcome of the claims, including the amount of any possible loss.
+Added: URS appealed the Court’s Opinion on Dismissal to the Court of Appeals for the Fifth Circuit.
+Added: On December 14, 2023, the Fifth Circuit affirmed the decision from the trial court dismissing plaintiffs’ claims.
Weatherford International plc – 2023 Form 10-K | 69
2 unchanged sentences
Share-Based Plan
−Removed: The Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan, (“2019 Equity Plan”) authorizes the issuance of 8.6 million shares of common stock by the Compensation and Human Resources Committee of our Board of Directors in the form of options, share appreciation rights, restricted share awards, restricted share units (“RSUs”), performance-based restricted share units (“PSUs”), Phantom restricted share units (“Phantom RSUs”) and other share-based and performance-based awards to any employee, consultant, or non-employee director (“Grantees”).
+Added: The Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan, (“2019 Equity Plan”) authorizes the issuance of 8.6 million shares of common stock by the Board of Directors in the form of options, share appreciation rights, restricted share awards, restricted share units (“RSUs”), performance-based restricted share units (“PSUs”), phantom restricted share units (“Phantom RSUs”) and other share-based and performance-based awards to any employee, consultant, or non-employee director (“Grantees”).
The provisions of each award vary based on the type of award granted.
1 unchanged sentence
As of December 31, 2023, there were 2.5 million shares available for future grants.
−Removed: Share-Based Compensation Expense
−Removed: Share-based compensation expense was $ 25 million each for the years ended December 31, 2022 and 2021 and immaterial for 2020.
−Removed: Due to valuation allowances in the taxing jurisdictions of our Grantees, there is no related tax impact for each of the periods presented.
−Removed: Share-Based Award
−Removed: The Company has granted RSUs, PSUs, and Phantom RSUs under the 2019 Equity Plan.
−Removed: All awards require continued employment and generally vest over a one to three year vesting period.
+Added: We granted RSUs, PSUs, and Phantom RSUs under the 2019 Equity Plan.
+Added: All awards generally require continued employment and generally vest over one to three years .
The Grantees do not have the rights of a shareholder under these awards until such date as the shares are issued.
−Removed: RSUs vest based on continued employment.
−Removed: The fair value of RSUs is determined based on the closing price of our shares on the date of grant.
+Added: Share-Based Compensation Expense
+Added: Share-based compensation expense was $ 35 million for the year ended December 31, 2023, and $ 25 million each for the years ended December 31, 2022 and December 31, 2021.
+Added: As of December 31, 2023, there was $ 44 million of unrecognized compensation cost, which is expected to be recognized over a weighted-average period of less than two years .
+Added: Due to valuation allowances in the taxing jurisdictions of our Grantees, there was an immaterial related tax impact for the year ended December 31, 2023 and no related tax impact for the years ended December 31, 2022 and 2021.
+Added: RSUs vest based generally on continued employment.
+Added: The fair value of RSUs are determined based on the closing price of our shares on the date of grant.
The total fair value, less forfeitures, is expensed over the vesting period.
The weighted-average grant date fair value per unit (“WAGD FV”) of RSUs granted during 2023, 2022 and 2021 was $ 54.85 , $ 30.90 and $ 6.54 , respectively.
−Removed: The fair value of RSUs vested during 2022, 2021 and 2020 was $ 18 million, $ 2 million and immaterial , respectively.
−Removed: Cash used to settle RSUs in 2022 was $ 2 million.
−Removed: Cash was not used for 2021 or 2020.
−Removed: As of December 31, 2022, there was $ 12 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of two years .
−Removed: PSUs vest based on continued employment and achievement of an established target.
−Removed: The actual number of PSU’s earned is subject to increase or decrease based on the performance goal multiplier and may range from 0 % to 200 %.
+Added: The fair value of RSUs vested during 2023, 2022 and 2021 was $ 33 million, $ 18 million and $ 2 million, respectively.
+Added: Cash used to settle RSUs in 2023 and 2022 was less than $ 1 million and $ 2 million, respectively.
+Added: Cash was not used to settle RSUs in 2021.
+Added: PSUs vest based generally on continued employment and achievement of an established target.
+Added: The fair value of PSUs depends on whether the established target is a performance condition defined solely by reference to our own operations or the market performance of our shares (“market condition”).
+Added: The actual number of PSUs earned is subject to increase or decrease based on the performance goal multiplier and may range from 0 % to 200 %.
The total fair value, less forfeitures, is expensed over the vesting period.
−Removed: Fair value of PSU’s depends on whether the established target is a performance or market condition.
−Removed: The fair value of PSUs subject to performance conditions defined solely by reference to the Company’s own operations is determined based on the closing price of our shares on the date of grant.
−Removed: Compensation cost is recognized only when the Company concludes it is probable the performance condition will be achieved and can increase, or decrease based on fluctuations in the Company’s forecasts.
+Added: The WAGD FV per unit of PSUs granted during 2023, 2022 and 2021 was $ 70.91 , $ 23.14 and $ 12.62 , respectively.
+Added: The fair value of PSUs vested during 2023, 2022 and 2021, was $ 118 million, nil and $ 2 million respectively.
+Added: The fair value of PSUs subject to performance conditions defined solely by reference to our own operations is determined based on the closing price of our shares on the date of grant.
+Added: The units are adjusted periodically based on the metric’s expected performance goal multiplier.
Weatherford International plc – 2023 Form 10-K | 70
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: The fair value of PSUs subject to the market performance of the Company’s shares is determined by utilizing an advanced option-pricing model.
+Added: The fair value of PSUs subject to market conditions is determined by utilizing an advanced option-pricing model.
All compensation cost is recognized if the employment condition is fulfilled even if the market condition is never satisfied, as the likelihood of achieving the market condition is incorporated into the fair value of the award.
2 unchanged sentences
2023 2022 2021
−Removed: Risk-Free rate 3.2 % 0.8 % n/a
+Added: Risk-Free rate 3.8 % 3.2 % 0.8 %
Dividend Yield n/a n/a n/a
−Removed: Expected Volatility 63.0 % 55.0 % n/a
−Removed: Expected Life (in years) 2.5 3.2 n/a
+Added: Expected Volatility 62.0 % 63.0 % 55.0 %
+Added: Expected Life (in years) 2.6 2.5 3.2
The risk-free rate is obtained as of the grant date with terms matching the performance period.
The dividend yield is based on historical dividend payments and expectations of management.
−Removed: The expected volatility is based on comparable companies’ volatility, and the expected life in years is based on the performance measurement period.
−Removed: The WAGD FV per unit of PSUs granted during 2022, 2021 and 2020 was $ 23.14 , $ 12.62 and $ 2.46 , respectively.
−Removed: The fair value of PSUs vested during 2021 was $ 2 million and nil for 2020 and 2022.
−Removed: As of December 31, 2022, there was $ 19 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted-average period of two years .
−Removed: Phantom RSUs were only granted in 2021.
−Removed: Phantom RSUs vest, based on continued employment, over two years and can be settled in either cash or shares.
−Removed: The Company intends to settle all Phantom RSUs in cash, therefore they are recorded as a liability and remeasured based on current market value over the vesting period until settlement.
−Removed: Cash payout is calculated using the volume weighted price of the Company’s shares averaged for the 30 trading days immediately preceding the applicable vesting date, and was capped at certain predetermined amounts.
−Removed: During 2021, Phantoms RSUs were granted with a WAGD FV of $ 6.38 and the liability as of December 31, 2021 was $ 14 million, which was settled in cash in 2022.
−Removed: As of December 31, 2022, there was an immaterial amount of unrecognized compensation expense related to Phantom RSUs, due to achievement of the predetermined capped amounts in year one, which is expected to be settled in cash in 2023.
−Removed: A summary of activity for non-vested RSUs, PSUs, and Phantom RSUs outstanding (units in thousands) and their respective WAGD FV during 2022 is presented below.
−Removed: The table reflects the performance multiplier for PSUs at 100 %.
−Removed: Phantom RSU WAGD
+Added: For the year ended December 31, 2023, expected volatility incorporated our NASDAQ trading history along with the volatility of our constituents.
+Added: For the years ended December 31, 2022 and 2021, the expected volatility was based on comparable companies’ volatility.
+Added: The expected life in years is based on the performance measurement period.
+Added: Phantom RSUs were exclusively granted in 2021.
+Added: Due to achievement of the predetermined capped amounts in year one, the awards were cash-settled in 2022 for $ 14 million, and the remaining in 2023 for an immaterial amount.
+Added: Summary of Awards Activity
+Added: A summary of activity for non-vested RSUs, PSUs, and Phantom RSUs outstanding and their respective WAGD FV during 2023 is presented below.
+Added: (Units in thousands, except dollars)
+Added: Phantom RSU WAGD FV
Non-Vested at December 31, 2022
918 $ 21.05 2,301 $ 14.98 17 $ 14.50
−Removed: 609 30.90 618 23.14 — —
−Removed: ( 679 ) 6.37 — — ( 465 ) 6.55
+Added: Granted 350 54.85 342 70.91 — —
+Added: Vested ( 579 ) 15.30 ( 917 ) 6.12 ( 4 ) 16.47
Cancelled or Forfeited ( 24 ) 35.00 ( 55 ) 23.78 ( 13 ) 13.86
−Removed: ( 77 ) 22.86 ( 241 ) 18.02 ( 757 ) 6.34
Non-Vested at December 31, 2023
665 $ 43.34 1,671 $ 31.00 — $ —
+Added: (1) Vested PSUs during 2023 earned a 200 % multiplier.
+Added: Non-Vested PSUs at December 31, 2023 were comprised of 1,145 PSUs with an achieved 100 % performance goal multiplier and 526 PSUs with the potential for up to a 200 % performance goal multiplier.
Weatherford International plc – 2023 Form 10-K | 71
1 unchanged sentence
14 – Shareholders’ Equity
−Removed: There were no material changes in our ordinary shares issued as of December 31, 2022 and 2021.
−Removed: On the Effective Date, the Company issued warrants allowing the holders to purchase up to an aggregate of 7,777,779 ordinary shares in the Company, par value $ 0.001 , at an exercise price of $ 99.96 per ordinary share.
−Removed: The warrants are equity classified and, upon issuance, had 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 was estimated using the Black Scholes valuation model.
+Added: Our ordinary shares outstanding for the years ended December 31, 2023 , 2022 and 2021 primarily increased upon the vesting and settlement of awards made under the 2019 Equity Plan.
+Added: On December 13, 2019, the day we emerged from bankruptcy, we issued warrants allowing the holders to purchase up to an aggregate of 7,777,779 ordinary shares in the Company, par value $ 0.001 , at an exercise price of $ 99.96 per ordinary share.
+Added: The warrants were equity classified and, upon issuance, had 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 was estimated using the Black Scholes valuation model.
Inputs to the model included Weatherford’s share price, volatility of our share price, and the risk-free interest rate.
−Removed: The warrants are exercisable until the “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 or a liquidation, dissolution or winding down of all or substantially all of the equity interests of the Company to one or more third parties.
−Removed: All unexercised warrants will expire, and the rights of the warrant holders to purchase ordinary shares will terminate, on the Expiration Date.
+Added: On December 13, 2023, the remaining 7,774,134 unexercised warrants expired, and the rights of the warrant holders to purchase ordinary shares were terminated.
During 2023 and 2022, an immaterial number of warrants were exercised.
7 unchanged sentences
( 41 ) 19 ( 22 )
−Removed: Other Comprehensive (Loss) Income ( 5 ) 18 13
+Added: Other Comprehensive Loss ( 2 ) ( 4 ) ( 6 )
Balance at December 31, 2023
3 unchanged sentences
15 – Income (Loss) per Share
−Removed: Basic income (loss) per share for all periods presented equals net income (loss) divided by our weighted average shares outstanding during the period.
−Removed: Diluted income (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including potential dilutive ordinary shares.
−Removed: Antidilutive shares represent potentially dilutive securities which are excluded from the computation of diluted income or loss per share as their impact was antidilutive.
−Removed: These include potential ordinary shares for restricted share units, performance share units, phantom restricted share units, and outstanding warrants.
−Removed: Our basic and diluted weighted average shares outstanding for periods presented with net loss are equivalent as the impact of potential dilutive securities is antidilutive.
−Removed: A reconciliation of the number of shares used for the basic and diluted income (loss) per share calculation was as follows:
+Added: A reconciliation of the number of weighted average shares used for the basic and diluted income (loss) per share calculation for the periods presented was as follows:
Year Ended December 31,
4 unchanged sentences
Diluted Weighted Average Shares Outstanding 74 72 70
−Removed: Antidilutive Shares 8 10 8
Basic Income (Loss) Per Share Attributable to Weatherford $ 5.79 $ 0.37 $ ( 6.43 )
Diluted Income (Loss) Per Share Attributable to Weatherford $ 5.66 $ 0.36 $ ( 6.43 )
+Added: Antidilutive Weighted Average Shares:
+Added: Warrants 7 8 8
+Added: Equity Awards
+Added: Total Antidilutive Weighted Average Shares
+Added: Basic income (loss) per share for all periods presented equals net income (loss) divided by our weighted average shares outstanding during the period.
+Added: Diluted income (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including potential dilutive ordinary shares.
+Added: Our basic and dilutive weighted average shares outstanding for the period presented with a net loss are equivalent as the inclusion of potential dilutive securities is antidilutive.
+Added: Antidilutive shares represent securities that could dilute income (loss) per share, which are excluded from the computation as their impact was antidilutive.
+Added: As discussed in “Note 14 – Shareholders’ Equity”, warrants to purchase 7.8 million ordinary shares at $ 99.96 per share were issued on December 13, 2019 and expired on December 13, 2023.
+Added: The warrants were excluded from the diluted weighted average shares outstanding as the exercise price of the warrants was greater than the average market price of the Company’s ordinary shares.
Weatherford International plc – 2023 Form 10-K | 73
15 unchanged sentences
Tax Provision on Operating Earnings/Losses Subject to Rates Different than the Irish Income Tax Rate 52 ( 155 ) ( 189 )
−Removed: Tax (Provision) Benefit on Swiss Loss from internal liquidation of subsidiary ( 141 ) 124 179
−Removed: Decrease (Increase) in Valuation Allowance attributed to Swiss Loss 141 ( 124 ) ( 179 )
+Added: Tax (Provision) Benefit on Swiss Loss from internal liquidation of subsidiary and internal restructuring
+Added: 48 ( 141 ) 124
+Added: Decrease (Increase) in Valuation Allowance attributed to Swiss Loss and internal restructuring
+Added: ( 46 ) 141 ( 124 )
Decrease (Increase) in Valuation Allowance on Operating Earnings/Losses
2 unchanged sentences
Our income tax provisions generally do not correlate to our consolidated income (loss) before tax.
−Removed: Our income taxes provisions are primarily driven by profits 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.
+Added: Our income tax provisions are primarily driven by profits 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.
Certain charges and impairments recognized do not result in significant tax benefit as a result of being attributed to a non-income tax jurisdiction or our inability to forecast realization of the tax benefit of such losses.
+Added: For the year ended December 31, 2023, income tax expense was lower by $ 93 million, due to the release of valuation allowances where deferred tax assets are now considered more likely than not to be realized in the future, and $ 22 million, due to the recognition of a benefit from previously uncertain tax positions throughout the year.
+Added: Those benefits were offset by the establishment of valuation allowances of approximately $ 50 million against the loss on the sale of Blue Chip Swap securities and currency devaluation in Argentina (see Note 17 – Blue Chip Swap Securities - Argentina).
+Added: During the year ended December 31, 2022, income tax expense was lower by $ 35 million, due to the release of valuation allowances and $ 27 million, due to the recognition of a benefit from previously uncertain tax positions.
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.
14 unchanged sentences
Interest Deferral 59 57
+Added: Tax Base Adjustment
State Deferred 62 50
4 unchanged sentences
Intangible Assets ( 18 ) ( 28 )
−Removed: Other Differences between Financial and Tax Basis — ( 3 )
Total Deferred Tax Liabilities ( 18 ) ( 28 )
5 unchanged sentences
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, in making this assessment.
−Removed: The valuation allowance increased (decreased) by $( 227 ) million, $ 28 million and $ 333 million in 2022, 2021, and 2020, respectively.
−Removed: Tax expense (benefit) related to the increase (decrease) in the valuation allowance was $( 205 ) million, $ 72 million, and $ 330 million in 2022, 2021 and 2020, respectively.
−Removed: The tax expense (benefit) in the valuation allowance is primarily attributable to the release of valuation allowance of $ 35 million and $ 7 million for 2022 and 2021, respectively, where deferred tax assets are now considered more likely than not to be realized in the future, and the Switzerland liquidation transaction discussed below.
−Removed: The remaining relates to the utilization of net operating losses previously not expected to be realized against operating earnings, $( 29 ) million and $( 45 ) million in 2022 and 2021, respectively.
−Removed: The 2020 expense is primarily attributable to net operating losses not expected to be realized and the Switzerland transaction.
−Removed: Other increase (decreases) to the valuation allowance also includes foreign currency transactions of $( 22 ) million, $( 44 ) million, and $ 3 million in 2022, 2021 and 2020, respectively.
+Added: The valuation allowance increased by $ 16 million in 2023.
+Added: Approximately $ 11 million of the increase was recorded to tax expense and was primarily attributable to the Argentina items discussed above and the Switzerland items discussed below, offset by the release of valuation allowance and the utilization of net operating losses previously not expected to be realized against operating earnings of $ 20 million.
+Added: The remaining $ 5 million of the increase in the valuation allowance was attributable to foreign currency translation.
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.
18 unchanged sentences
However, in addition to recording a deferred tax asset of $ 303 million related to the $ 2.2 billion tax losses, we recorded a valuation allowance against the full $ 303 million because it will offset future income that is otherwise exempt from tax.
+Added: In 2023, we recognized a deferred tax asset of $ 59 million relating to a final agreement with the taxing authorities in relation to an adjustment in tax base beginning of 2021, and we recorded a $ 57 million valuation allowance against the deferred tax asset as it is more likely than not that a majority of it will not be realized.
A tabular reconciliation of the total amounts of uncertain tax positions at the beginning and end of the period is as follows:
12 unchanged sentences
Our income tax provision includes penalties and interest expense (benefit) on uncertain tax positions of $ 12 million, $( 2 ) million and $ 17 million for years ended December 31, 2023 , 2022, and 2021, respectively.
−Removed: The benefit of $( 2 ) million in 2022 includes $( 19 ) million of interest and penalty release related to benefit from previously uncertain tax positions.
+Added: The expense of $ 12 million in 2023 includes $( 11 ) million of interest and penalty release related to benefit from previously uncertain tax positions.
The amounts in the table above exclude cumulative accrued interest and penalties of $ 115 million and $ 98 million at December 31, 2023 and 2022 respectively, which are included in other non-current liabilities.
13 unchanged sentences
As of December 31, 2023 , we anticipate that it is reasonably possible that the amount of uncertain tax positions may decrease by up to $ 13 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.
+Added: 17 – Blue Chip Swap Securities - Argentina
+Added: The functional currency for our Argentine operations is the U.S.
+Added: dollar and we use Argentina’s official exchange rate to remeasure our Argentine peso-denominated net monetary assets into U.S.
+Added: dollars at each balance sheet date.
+Added: The Central Bank of Argentina has maintained certain currency controls that limited our ability to access U.S.
+Added: dollars in Argentina and to remit cash from our Argentine operations.
+Added: An indirect foreign exchange mechanism known as a Blue Chip Swap (“BCS”) allows entities to remit U.S.
+Added: dollars from Argentina through the purchase and sale of BCS securities.
+Added: During the second quarter of 2023, we completed a series of BCS transactions at implied exchange rates (“BCS rates”) that were approximately 106 % higher than the official exchange rate resulting in a loss of $ 57 million.
+Added: We continue to use the official exchange rate for remeasurement of our Argentine peso-denominated net monetary assets under U.S.
+Added: GAAP as the BCS rates do not meet the criteria for remeasurement under U.S.
+Added: 18 – Subsequent Event
+Added: On February 1, 2024, we entered into merger agreements to acquire ISI Holding Company, LLC and Probe Technologies Holdings, Inc., which will strengthen our existing wireline business within our DRE segment.
+Added: The purchase price was $ 6 million in cash and 844,702 of our ordinary shares, subject to customary adjustments.
+Added: In addition, subject to the achievement of certain earnout targets, we agreed to an additional consideration of (a) up to another 30,298 of our ordinary shares and (b) up to $ 12 million in cash or ordinary shares using the volume-weighted average price of our shares over five consecutive trading days from June 24 to June 28 of 2024.
Weatherford International plc – 2023 Form 10-K | 77
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.