What changed in this filing

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Item 1A. Risk Factors

2025-02-06 compared with 2024-02-07 · 89 added, 124 removed, 277 unchanged (43% of the section changed)

31 unchanged sentences

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Our fulfillment system relies on a global network of external suppliers and service providers, which may be impacted by macroeconomic conditions and geopolitical conflict and instability.

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Our fulfillment system relies on a global network of external suppliers and service providers, which may be impacted by macroeconomic conditions, changes in trade policy and geopolitical conflict and instability.

Shortages, supplier capacity constraints, supplier production disruptions, supplier quality and sourcing issues or price increases could have a material adverse effect on our business, financial condition and results of operations.

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Adverse macroeconomic conditions, including inflation, slower growth or recession and higher interest rates could create disruptions in our supply chain.

Changes in trade policy, like the introduction of new tariffs, may negatively impact our ability to source components at prices and other terms that are acceptable to us.

Similarly, geopolitical risks, including instability resulting from civil unrest, political demonstrations, strikes and armed conflict or other crises in the oil and gas producing regions, such as the Russia Ukraine Conflict and the resulting sanctions, could change the global supply chain dynamics and demand.

A disruption in deliveries to or from suppliers or decreased availability of materials could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs.

A disruption in deliveries to or from suppliers, or decreased availability of materials at acceptable prices or at all, could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs.

Also, certain parts and equipment that we use in our operations may be available only from a small number of suppliers, manufacturers or service providers, or in some cases may be sourced through a single supplier, manufacturer or service provider.

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The imposition and enforcement of stringent greenhouse gas emissions reduction requirements could severely and adversely impact the oil and natural gas industry and therefore significantly reduce the value of our business.

Certain financial institutions, institutional investors and other sources of capital have begun to limit or eliminate their investment in financing of conventional energy-related activities due to concerns about climate change, which could make it more difficult for our customers and for us to finance our respective businesses.

Increasing attention to climate change, ESG and sustainability has resulted in governmental investigations, and public and private litigation, which could increase our costs or otherwise adversely affect our business or results of operations.

Certain financial institutions, institutional investors and other sources of capital may limit or eliminate their investment in financing of conventional energy-related activities due to concerns about climate change, which could make it more difficult for our customers and for us to finance our respective businesses.

Increasing attention to climate change, ESG and sustainability may result in governmental investigations, and public and private litigation, which could increase our costs or otherwise adversely affect our business or results of operations.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

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Failure to effectively and timely address the need to operate more sustainably and with a lower carbon footprint and impact could adversely affect our business, results of operations and cash flows.

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are subject to various risks, including:

• global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations (including the Russia Ukraine Conflict);

• global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies and tariffs, weak local economic conditions and international currency fluctuations (including the Russia Ukraine Conflict and conflicts in the Middle East);

• failure to meet local standards and requirements from national oil companies;

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• general global economic repercussions related to U.S.

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• failure to ensure on-going compliance with current and future laws and government regulations, including but not limited to those related to the Russia Ukraine Conflict, and environmental and tax and accounting laws, rules and regulations;

• changes in, and the administration of, treaties, laws, and regulations, including in response to issues related to the Russia Ukraine Conflict and the potential for such issues to exacerbate other risks we face;

• changes in, and the administration of, treaties, laws, and regulations, including in response to issues related to the Russia Ukraine Conflict or conflicts in the Middle East and the potential for such issues to exacerbate other risks we face;

• exposure to expropriation of our assets, deprivation of contract rights or other governmental actions;

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Approximately 10% of our 2024 revenue and approximately 26% of our December 31, 2024 accounts receivables were related to our largest customer in Mexico.

Additionally, during the fourth quarter of 2023, we entered into a credit default swap (“CDS”) with a third-party financial institution as described in “Note 10 – Derivative Financial Instruments” related to a secured loan between that third-party financial institution and our largest customer in Mexico.

The secured loan was utilized by this customer to pay certain of our outstanding receivables.

We expect the concentration risk to continue into 2025.

Business slowdowns or other items impacting the financial health of the customer could potentially have an adverse impact on our results of operations.

Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables.

The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations;

and delays or failures to pay or defaults, if any, could negatively impact the future results of the Company.

Additionally, business slowdowns or other items impacting the financial health of the customer could potentially have an adverse impact on our results of operations.

Our business could be negatively affected by cybersecurity incidents and other technology disruptions.

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and elsewhere have affected many companies.

To date, none of these have had a material impact on us.

Cybersecurity incidents can result in the disclosure of confidential or proprietary customer, supplier or employee information;

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Any investigation of a cybersecurity incident is inherently unpredictable, and it takes time before the completion of any investigation and before there is availability of full and reliable information.

Even when an attack has been detected, it is not always immediately apparent what the full nature and scope of any potential harm may be, or how best to remediate it, and

Even when an attack has been detected, it is not always immediately apparent what the full nature and scope of any potential harm may be, or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all or any of which further

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certain errors or actions could be repeated or compounded before they are discovered and remediated, all or any of which further increase the risks, costs and consequences of a cybersecurity event or other technology disruption.

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increase the risks, costs and consequences of a cybersecurity event or other technology disruption.

As cybersecurity incidents and attacks continue to evolve, we may be required to expend significant additional resources and incur significant expenses to continue to modify or enhance our protective measures or to investigate, respond to or remediate any information security vulnerabilities.

Depending on the nature and scope of the cybersecurity incident, it could have a material adverse effect on our business, reputation, financial condition and results of operations.

A pandemic significantly weakened demand for our products and services and had a substantial negative impact on our business, financial condition, results of operations and cash flows.

A future pandemic may result in similar impacts.

The effects of the COVID-19 pandemic in 2020 and 2021, including actions taken by businesses and governments to contain the spread of the virus, resulted in a significant reduction in international and U.S.

economic activity and severely impacted our business and our industry.

The effects included adverse revenue and net income impacts;

disruptions to our operations;

customer shutdowns of oil and natural gas exploration and production;

employee impacts from illness, school closures and other community response measures;

and temporary closures of our facilities or the facilities of our customers and suppliers.

The COVID-19 pandemic, and the volatile regional and global economic conditions stemming from the pandemic, exacerbated the potential negative impact from many of the other risks we face.

We believe that a future pandemic may result in similar impacts and could also include, but not limited to:

A pandemic could significantly weaken demand for our products and services and have a substantial negative impact on our business, financial condition, results of operations and cash flows.

Pandemics, such as the COVID-19 pandemic, have caused and could again cause volatile regional and global economic conditions that exacerbate the potential negative impact from many of the other risks we face.

We believe that a future pandemic may result in impacts including but not limited to:

• Structural shift in the global economy and its demand for oil and natural gas as a result of changes in the way people work, travel and interact, or in connection with a global or regional recession or depression;

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Our business is dependent upon our ability to efficiently and effectively perform and provide products and services to our customers.

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and (iv) changes in market conditions that would negatively impact our revenue or our profits.

Changes in economic and/or market conditions such as the condition of capital and equity markets may impact the price of our ordinary shares and our ability to borrow.

Furthermore, if our credit rating is downgraded, it could increase our cost of borrowing.

At times, the energy industry has faced negative sentiment in the capital markets which has impacted the ability of participants to access appropriate amounts of capital upon suitable terms.

This negative sentiment has not only impacted our customers in North America, it has also affected the availability and the pricing for most credit lines and other capital resources extended to participants in the industry, including us.

We utilize letters of credit and performance and bid bonds to provide credit support to our customers.

If the beneficiaries were to call the letters of credit issued under our committed and or uncommitted facilities, our available cash balance may be reduced by the amount called and it could have an adverse impact on our business, operations, and financial condition.

As of December 31, 2023, we had zero borrowings outstanding under our amended and restated credit agreement (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).

In Latin America we utilize surety bonds as part of our customary business practice.

As of December 31, 2023, we had $594 million of surety bonds outstanding.

Any of our outstanding letters of credit or surety bonds could be called by the beneficiaries should we breach certain contractual or performance obligations and could reduce our available liquidity if we are unable mitigate the issue.

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We may not be fully indemnified against financial losses in all circumstances where damage to or loss of property, personal injury, death or environmental harm occur.

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If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.

Our indebtedness and liabilities could limit cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our financial obligations.

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Our indebtedness and liabilities could limit cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations.

As of December 31, 2024, we had $17 million of short-term and $1.6 billion of long-term debt, all accruing interest.

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Our insurance policies are subject to exclusions, limitations and other conditions and may not apply in all cases, for example where willful wrongdoing on our part is alleged.

It is possible an unexpected judgment could be rendered against us in cases in

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which we could be uninsured and beyond the amounts we currently have reserved or anticipate incurring, and in some cases those potential losses could be material.

It is possible an unexpected judgment could be rendered against us in cases in which we could be uninsured and beyond the amounts we currently have reserved or anticipate incurring, and in some cases those potential losses could be material.

Our insurance may not be sufficient to cover any particular loss, or our insurance may not cover all losses.

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Any of these events could have an adverse impact on our business, financial condition and results of operations.

There may be circumstances in which the interests of our significant shareholders could be in conflict with the interests of our other shareholders.

In the aggregate, certain funds associated with our nine largest shareholders own approximately 51% of our outstanding Ordinary Shares.

Circumstances may arise in which these shareholders may have an interest in pursuing or preventing acquisitions, divestitures or other transactions, including the issuance of additional equity or debt, that, in their judgment, could enhance their investment in us or another company in which they invest.

Such transactions might adversely affect us or could be in conflict with the interest of our other shareholders.

In addition, our significant concentration of share ownership may adversely affect the trading price of our securities because investors may perceive disadvantages in owning securities in companies with significant shareholders and may restrict the trading volume in our ordinary shares.

The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies.

The Credit Agreement and the indentures governing our 6.5% Senior Secured Notes maturing on September 15, 2028 (“2028 Senior Secured Notes”) and our 8.625% Senior Notes maturing April 30, 2030 (the “2030 Senior Notes”), contain certain restrictive or limiting covenants that may impose significant operating and financial restrictions on us and may limit our ability to engage in acts that we may believe to be in our long-term best interest, including the following:

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The terms of our indebtedness may restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies.

The Credit Agreement and the indentures governing our 8.625% Senior Notes maturing April 30, 2030 (the “2030 Senior Notes”), contain certain restrictive or limiting covenants that may impose significant operating and financial restrictions on us and may limit our ability to engage in acts that we may believe to be in our long-term best interest, including the following:

• restricting additional indebtedness;

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• limiting prepayment, redemption or repurchase certain debt;

• limiting making loans and assets and;

• limiting making loans and assets;

• limiting selling assets and incur liens

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In addition, an event of default under the Credit Agreement would permit the lenders thereunder to terminate all commitments.

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Failure to attract, retain and develop qualified personnel could impede our operations.

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Failure to attract, retain and develop qualified personnel could have an adverse effect on our results of operations, financial condition and cash flows.

Failure to make timely investments in technology and to utilize artificial intelligence appropriately and safely could adversely affect our ability to successfully compete with other companies in our industry.

The business in which we operate is highly competitive and rapidly evolving.

Our business may be adversely affected if we fail to make timely investments in new technology and to utilize artificial intelligence in our internal-facing systems and processes, as well as in our external-facing environment, in response to changes in the market.

There may be circumstances that adversely affect our ability to declare and pay dividends or repurchase shares.

In 2024, we announced our shareholder returns program under which we intend to pay regular quarterly cash dividends and have the authorization to repurchase up to $500 million shares over a three year period.

Dividends and share repurchases are authorized and determined by our Board of Directors at its sole discretion and depend upon a number of factors, including our financial results, cash requirements, capital management plans, changes in applicable laws, contractual restrictions such as financial or operating covenants, and future prospects, as well as such other factors deemed relevant by our Board of Directors.

We can provide no assurance that we will pay dividends or make share repurchases at current levels or at all.

Any elimination of, or downward revision in, our dividend payout or share repurchase program could have an adverse effect on the market price of our ordinary shares.

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Our acquisitions may not result in anticipated benefits and may present risks not originally contemplated, which may have an adverse affect on our business.

The acquisition of additional businesses and assets is part of our growth strategy.

We may experience difficulties completing acquisitions or integrating new businesses and properties, and we may be unable to achieve the expected benefits from future acquisitions.

Additionally, we cannot provide any assurance that we will be able to find complementary acquisition targets or complete such acquisitions, or achieve the desired results from such acquisitions.

Any acquired businesses or assets will be subject to many of the same risks as our existing businesses and may not achieve the levels of performance that we anticipate.

We may not realize anticipated operating advantages and cost savings.

Future acquisitions may require us to structure new financing arrangements, assume additional liabilities and expenses, as well as incur subsequent write-downs of acquired assets.

In addition, the integration of acquired businesses or assets involves a number of risks, including (i) the loss of key customers of the acquired business;

(ii) demands on management related to the increase in our size;

(iii) the diversion of management’s attention from the management of daily operations;

(iv) difficulties in implementing or unanticipated costs of accounting, budgeting, reporting, internal controls and other systems;

and (v) difficulties in the retention and assimilation of necessary employees.

Difficulties in integration may be magnified if we make multiple acquisitions over a relatively short period of time.

Because of difficulties in combining and expanding operations, we may not be able to achieve the cost savings and other benefits that we hoped to achieve after these acquisitions, which could negatively impact our financial condition and results of operations.

Consolidation in our industry may impact our results of operations.

There have been significant business consolidations within the oil and gas industry in recent years.

These and any future consolidations may result in our reduced market share and reduced capital spending by our customers which may lead to a lower demand for our products and services.

Legal, Tax and Regulatory Risks

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A significant portion of North American service activity today is directed at prospects that require hydraulic fracturing in order to produce hydrocarbons.

Therefore, additional regulation could increase the costs of conducting our business by subjecting fracturing to more stringent regulation.

Therefore, additional

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regulation could increase the costs of conducting our business by subjecting fracturing to more stringent regulation.

Regulation of hydraulic fracturing could increase our cost of providing services or materially reduce our business opportunities and revenues if customers decrease their levels of activity or we cannot pass along cost to customers.

We are unable to predict whether changes in laws or regulations or any other governmental proposals or responses will ultimately occur, and accordingly, we are unable to assess the potential financial or operational impact they may have on our business.

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Our environmental, social and governance commitments and disclosures may expose us to reputational risks and legal liability.

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The inability to reduce our tax expense could have a material impact on our consolidated financial statements.

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The Organization of Economic Cooperation and Development (“OECD”), which represents a coalition of member countries, issued various white papers addressing Tax Base Erosion and Jurisdictional Profit Shifting.

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In addition, the OECD has advanced reforms focused on global profit allocation and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” On October 8, 2021, the OECD announced an accord endorsing and providing an implementation plan for Pillar Two agreed upon by 136 nations.

On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the

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plan by January 1, 2024.

On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan by January 1, 2024.

Numerous countries, including Ireland have enacted legislation implementing Pillar Two effective January 1, 2024.

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We have recorded a valuation allowance on approximately 90% of our deferred tax assets.

person is treated as owning at least 10% of our shares, such holder may be subject to adverse U.S.

federal income tax consequences.

As a result of the Tax Cuts and Jobs Act of 2017, many of our non-U.S.

subsidiaries are now classified as “controlled foreign corporations” for U.S.

federal income tax purposes due to the expanded application of certain ownership attribution rules within a multinational corporate group.

person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “U.S.

shareholder” with respect to one or more of our controlled foreign corporation subsidiaries.

In addition, if our shares are treated as owned more than 50% by U.S.

shareholders, we would be treated as a controlled foreign corporation.

shareholder of a controlled foreign corporation may be required to annually report and include in its U.S.

taxable income, as ordinary income, its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S.

property by controlled foreign corporations, whether or not we make any distributions to such U.S.

An individual U.S.

shareholder generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a corporate U.S.

shareholder with respect to a controlled foreign corporation.

A failure by a U.S.

shareholder to comply with its reporting obligations may subject the U.S.

shareholder to significant monetary penalties and may extend the statute of limitations with respect to the U.S.

shareholder’s U.S.

federal income tax return for the year for which such reporting was due.

We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S.

subsidiaries are controlled foreign corporations or whether any investor is a U.S.

shareholder with respect to any such controlled foreign corporations.

We also cannot guarantee that we will furnish to U.S.

shareholders information that may be necessary for them to comply with the aforementioned obligations.

investors should consult their own advisors regarding the potential application of these rules to their investments in us.

The risk of being subject to increased taxation may deter our current shareholders from increasing their investment in us and others from investing in us, which could impact the demand for, and value of, our shares.

The United States could treat Weatherford International plc (parent corporation) as a United States taxpayer under IRC Section 7874.

Following the emergence from bankruptcy on December 13, 2019, Weatherford continues to operate under Weatherford International plc (“PLC”), an Irish tax resident.

The IRS may, however, assert that PLC should be treated as a U.S.

corporation for U.S.

federal income tax purposes pursuant to IRC Section 7874.

federal income tax purposes, a corporation generally is classified as either a U.S.

corporation or a foreign corporation by reference to the jurisdiction of its organization or incorporation.

Because PLC is an Irish incorporated entity, it would generally be classified as a foreign corporation under these rules.

IRC Section 7874 provides an exception to this general rule under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S.

corporation for U.S.

The United States could treat Weatherford International plc (our parent corporation) as a United States taxpayer under IRC Section 7874.

Because Weatherford International plc is organized under the laws of Ireland, we would generally be classified as a foreign corporation for U.S.

tax purposes under the general rule that a corporation is considered tax resident in the jurisdiction of its organization or incorporation for U.S.

federal income tax purposes.

Under IRC Section 7874, a corporation created or organized outside the United States (i.e., a foreign corporation) will nevertheless be treated as a U.S.

corporation for U.S.

federal income tax purposes when (i) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S.

corporation (including the indirect acquisition of assets of the U.S.

corporation by acquiring the outstanding shares of the U.S.

corporation), (ii) the shareholders of the acquired U.S.

corporation hold, by vote or value, at least 80% (or 60% in certain circumstances if the Third Country Rule applies) of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S.

acquired corporation, and (iii) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of organization or incorporation relative to such expanded affiliated group’s worldwide activities.

Although it is not free from doubt, we believe that as a result of the implementation of the plan of reorganization in 2019, PLC should not be treated as acquiring directly or indirectly substantially all of the properties of a U.S.

corporation and, as a result, PLC is not expected to be treated as a U.S.

corporation or otherwise subject to the adverse tax consequences of IRC Section 7874.

The law and the Treasury Regulations promulgated under IRC Section 7874 are, however, unclear and there can be no assurance that the IRS will agree with this conclusion.

If it is determined that IRC Section 7874 is applicable, PLC would be a U.S.

corporation for U.S.

federal income tax purposes, the taxable year of Weatherford US

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consolidated group could end on or prior to the emergence from bankruptcy, which could result in additional adverse tax consequences.

In addition, although PLC would be treated as a U.S.

corporation for U.S.

federal income tax purposes, it would generally also be considered an Irish tax resident for Irish tax and other non-U.S.

tax purposes.

However, the IRS may assert that we should be treated as a U.S.

corporation (and therefore, a U.S.

tax resident) for U.S.

federal income tax purposes pursuant to Section 7874 of the U.S.

Internal Revenue Code of 1986, as amended.

In addition, a retroactive change to U.S.

tax laws in this area could change this classification.

If we are to be treated as a U.S.

corporation for federal tax purposes, we could be subject to substantially greater U.S.

tax liability than currently contemplated as a non-U.S.

The rights of our shareholders are governed by Irish law;

Irish law differs from the laws in effect in the United States and may afford less protection to holders of our securities.

Irish law differs from the laws in effect in the United States and may afford less protection and increased obligations to holders of our securities.

As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S.

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Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

In addition, depending on the circumstances, the acquisition, ownership and/or disposition of our ordinary shares may subject shareholders to different or additional tax consequences under Irish law including, but not limited to, Irish stamp duty, dividend withholding taxes and capital acquisitions taxes.

We are incorporated in Ireland and a significant portion of our assets are located outside the United States.

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The originating court must have been a court of competent jurisdiction, the judgment must be final and conclusive, and the judgment may not be recognized if it was obtained by fraud, or its recognition would be contrary to Irish public policy.

Any judgment obtained in contravention of the rules of natural justice or that is irreconcilable with an earlier foreign judgment would not be enforced in Ireland.

Any judgment obtained in contravention of the rules

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of natural justice or that is irreconcilable with an earlier foreign judgment would not be enforced in Ireland.

Similarly, judgments might not be enforceable in countries other than the United States where we have assets.

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Our disaster recovery measures may or may not address all potential contingencies.

If our systems are damaged, fail to function properly, or otherwise become compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data or interruptions or delays in our ability to perform critical functions, which could adversely affect our business, operating results, or financial condition.

Furthermore, certain of our information systems are aged and may require periodic modifications, upgrades, and replacements which may subject us to risks, including operating disruptions, substantial capital expenditures, or additional cost to implement new systems.

The failure to properly or efficiently modify, upgrade, replace or implement such systems on a timely basis could materially disrupt our operations, and have a material adverse effect on our financial results.

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If our infrastructure becomes damaged, fail to function properly, or otherwise becomes compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data or interruptions or delays in our ability to perform critical functions, which could adversely affect our business, operating results, or financial condition.

Furthermore, certain of our infrastructure are aged and may require periodic modifications, upgrades, and replacements which may subject us to risks, including operating disruptions, substantial capital expenditures, or additional cost to implement.

Any of the aforementioned interruptions, as well as the failure to properly or efficiently modify, upgrade, replace or implement our infrastructure on a timely basis could materially disrupt our operations, and have a material adverse effect on our financial results.

If our long-lived assets and other assets are impaired, we may be required to record significant non-cash charges to our earnings.

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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.

What changed 10-K

Item 1A. Risk Factors