2 unchanged sentences
Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Houston, TX Firm ID 185 )
−Removed: Consolidated Statements of Operations for the years ended December 31, 202 3 , 202 2 and 202 1
−Removed: Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021
+Added: Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 a nd 2 022
+Added: Consolidated Statements of Comprehensive Income for the years ended December 31, 202 4 , 202 3 and 20 2 2
Consolidated Balance Sheets as of December 31, 202 4 and 20 23
7 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Weatherford International plc and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).
+Added: We have audited the accompanying consolidated balance sheets of Weatherford International plc and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.
38 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 7, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 6, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
25 unchanged sentences
Total Revenue 5,513 5,135 4,331
−Removed: 5,135 4,331 3,645
Costs and Expenses:
3 unchanged sentences
Selling, General and Administrative 791 804 778
−Removed: Other Charges (Credits) 4 31 ( 10 )
+Added: Other Charges
Total Costs and Expenses 4,575 4,315 3,919
4 unchanged sentences
Loss on Blue Chip Swap Securities ( 10 ) ( 57 ) —
−Removed: Loss on Extinguishment of Debt and Bond Redemption Premium ( 5 ) ( 5 ) ( 170 )
Other Expense, Net ( 87 ) ( 134 ) ( 95 )
−Removed: Income (Loss) Before Income Taxes 506 138 ( 343 )
+Added: Income Before Income Taxes 739 506 138
Income Tax Provision ( 189 ) ( 57 ) ( 87 )
−Removed: Net Income (Loss) 449 51 ( 429 )
+Added: Net Income 550 449 51
Net Income Attributable to Noncontrolling Interests 44 32 25
−Removed: Net Income (Loss) Attributable to Weatherford $ 417 $ 26 $ ( 450 )
−Removed: Basic Income (Loss) Per Share Attributable to Weatherford $ 5.79 $ 0.37 $ ( 6.43 )
+Added: Net Income Attributable to Weatherford $ 506 $ 417 $ 26
+Added: Basic Income Per Share Attributable to Weatherford
+Added: $ 6.93 $ 5.79 $ 0.37
Basic Weighted Average Shares Outstanding 73.0 71.9 70.5
−Removed: Diluted Income (Loss) Per Share Attributable to Weatherford $ 5.66 $ 0.36 $ ( 6.43 )
+Added: Diluted Income Per Share Attributable to Weatherford
+Added: $ 6.75 $ 5.66 $ 0.36
Diluted Weighted Average Shares Outstanding 74.9 73.6 71.6
2 unchanged sentences
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(Dollars in millions) 2024 2023 2022
−Removed: Net Income (Loss) $ 449 $ 51 $ ( 429 )
+Added: Net Income $ 550 $ 449 $ 51
Foreign Currency Translation ( 113 ) ( 2 ) ( 5 )
1 unchanged sentence
Other Comprehensive Income (Loss) ( 122 ) ( 6 ) 13
−Removed: Comprehensive Income (Loss) 443 64 ( 421 )
+Added: Comprehensive Income 428 443 64
Net Income Attributable to Noncontrolling Interests 44 32 25
−Removed: Comprehensive Income (Loss) Attributable to Weatherford $ 411 $ 39 $ ( 442 )
+Added: Comprehensive Income Attributable to Weatherford $ 384 $ 411 $ 39
The accompanying notes are an integral part of these consolidated financial statements.
34 unchanged sentences
Accumulated Other Comprehensive Loss ( 150 ) ( 28 )
−Removed: Weatherford Shareholders’ Equity 924 535
+Added: Shareholders’ Equity
Noncontrolling Interests ( 2 ) ( 2 )
3 unchanged sentences
Weatherford International plc – 2024 Form 10-K | 50
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
−Removed: (Dollars in millions) Par Value of Issued Shares Capital In Excess of Par Value Retained Income (Deficit)
+Added: (Dollars and shares in millions)
+Added: Ordinary Shares
+Added: Capital In Excess of Par Value Retained Income (Deficit)
Comprehensive
−Removed: Income (Loss) Non-controlling Interests Total Shareholders’ Equity
+Added: Non-controlling Interests Total Shareholders’ Equity
Balance at December 31, 2021
70.2 $ — $ 2,904 $ ( 2,397 ) $ ( 35 ) $ 24 $ 496
−Removed: Net Income (Loss) — — ( 450 ) — 21 ( 429 )
−Removed: Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes
+Added: — — — 26 — 25 51
+Added: Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes
+Added: 0.4 — 18 — — — 18
Other Comprehensive Income — — — — 13 — 13
1 unchanged sentence
— — — — — ( 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, Net of Shares Withheld for Taxes
+Added: Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes
1.5 — ( 22 ) — — — ( 22 )
−Removed: Other Comprehensive Income — — — 13 — 13
+Added: Other Comprehensive Loss — — — — ( 6 ) — ( 6 )
Distributions to Noncontrolling Interests
4 unchanged sentences
Net Income — — — 506 — 44 550
−Removed: Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes
+Added: Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes
0.2 — 36 — — — 36
+Added: Equity Issued for Acquisitions
+Added: 0.9 — 79 — — — 79
Other Comprehensive Loss — — — — ( 122 ) — ( 122 )
+Added: Share Repurchases (1)
+Added: ( 1.1 ) — ( 100 ) — — — ( 100 )
+Added: Dividends Declared ($ 0.25 per share) (2)
+Added: — — — ( 38 ) — — ( 38 )
Distributions to Noncontrolling Interests
3 unchanged sentences
72.1 $ — $ 2,921 $ ( 1,486 ) $ ( 150 ) $ ( 2 ) $ 1,283
+Added: (1) Includes repurchased shares pending settlement.
+Added: (2) Includes dividend equivalent rights on share-based awards.
The accompanying notes are an integral part of these consolidated financial statements.
Weatherford International plc – 2024 Form 10-K | 51
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
3 unchanged sentences
Cash Flows From Operating Activities:
−Removed: Net Income (Loss) $ 449 $ 51 $ ( 429 )
−Removed: Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
+Added: Net Income $ 550 $ 449 $ 51
+Added: Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization 343 327 349
Foreign Exchange Losses 56 116 71
−Removed: Loss on Extinguishment of Debt and Bond Redemption Premium 5 5 170
Loss on Blue Chip Swap Securities 10 57 —
−Removed: Inventory Charges 19 36 62
Gain on Disposition of Assets ( 35 ) ( 11 ) ( 41 )
−Removed: ( 11 ) ( 41 ) ( 22 )
Deferred Income Tax Provision (Benefit) 8 ( 86 ) 4
−Removed: ( 86 ) 4 ( 10 )
−Removed: Employee Share-Based Compensation Expense 35 25 25
−Removed: Changes in Accounts Receivable, Inventory, and Accounts Payable:
+Added: Share-Based Compensation 45 35 25
+Added: Changes in Accounts Receivable, Inventory, Accounts Payable and Accrued Salaries and Benefits:
Accounts Receivable ( 31 ) ( 221 ) ( 193 )
−Removed: ( 221 ) ( 193 ) ( 6 )
−Removed: ( 114 ) ( 56 ) ( 18 )
+Added: Inventories ( 112 ) ( 114 ) ( 56 )
Accounts Payable 97 231 84
+Added: Accrued Salaries and Benefits
Other Changes, Net ( 65 ) 29 31
5 unchanged sentences
Proceeds from Sales of Blue Chip Swap Securities 40 53 —
+Added: Business Acquisitions, Net of Cash Acquired
+Added: ( 51 ) ( 4 ) —
Other Investing Activities 36 ( 47 ) ( 4 )
1 unchanged sentence
Cash Flows From Financing Activities:
−Removed: Borrowings of Long-term Debt $ — $ — $ 2,073
Repayments of Long-term Debt $ ( 287 ) $ ( 386 ) $ ( 198 )
−Removed: Bond Redemption Premium ( 5 ) ( 5 ) ( 131 )
Distributions to Noncontrolling Interests
( 39 ) ( 52 ) ( 30 )
−Removed: Tax Remittance on Equity Awards Vested ( 56 ) ( 4 ) ( 1 )
+Added: Tax Remittance on Equity Awards
+Added: ( 31 ) ( 56 ) ( 4 )
+Added: Share Repurchases ( 99 ) — —
+Added: Dividends Paid
Other Financing Activities ( 19 ) ( 20 ) ( 16 )
7 unchanged sentences
Income Taxes Paid, Net of Refunds $ 168 $ 132 $ 86
+Added: Supplemental Noncash Information:
+Added: 895,119 Ordinary Shares Issued for Acquisitions
The accompanying notes are an integral part of these consolidated financial statements.
8 unchanged sentences
We conduct business in approximately 75 countries and have service and sales locations in oil and natural gas producing regions globally.
−Removed: The authorized share capital of Weatherford includes 1.356 billion ordinary shares with a par value of $ 0.001 per share.
−Removed: On June 1, 2021, the Nasdaq Stock Market LLC stock exchange (“NASDAQ”) approved our application for the listing of our ordinary shares.
−Removed: In connection with the listing, we became subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).
−Removed: Our ordinary shares began trading on the Nasdaq Global Select Market on June 2, 2021 under the ticker symbol “WFRD”.
Basis of Presentation and Principles of Consolidation
23 unchanged sentences
As of December 31, 2024 and December 31, 2023, Mexico accounted for 31 % and 27 % of our total net outstanding accounts receivables, respectively, of which our largest customer in the country accounted for 26 % and 22 % of our total net outstanding accounts receivables, respectively.
−Removed: 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.
−Removed: Delays or failure to pay in the future could differ from management’s expectations and negatively impact future results of the Company.
+Added: 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.
+Added: 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 future results of the Company.
+Added: During the twelve months ended December 31, 2024, we paid an immaterial amount of fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico.
+Added: Pursuant to such arrangements, we received $ 484 million during the twelve months ended December 31, 2024.
As of December 31, 2024 and December 31, 2023, the U.S.
−Removed: accounted for 11 % and 12 % of our total net accounts receivables, respectively.
+Added: accounted for less than 10 % and 11 % of our total net accounts receivables, respectively.
No other country or individual customer accounted for more than 10% of our total net outstanding accounts receivables.
16 unchanged sentences
Machinery and other 2 – 12 years
+Added: Weatherford International plc – 2024 Form 10-K | 54
+Added: 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.
−Removed: Weatherford International plc – 2023 Form 10-K | 52
−Removed: 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.
13 unchanged sentences
Derivative Financial Instruments
−Removed: We enter into foreign currency forward contracts to mitigate the risk of future cash flows denominated in a foreign currency.
+Added: We primarily enter into foreign currency forward contracts to mitigate the volatility of foreign exchange related gains and losses on the income statement and the risk of future cash flows denominated in a foreign currency.
The amounts will fluctuate, depending on exchange rate volatility, the volume of our foreign currency transactions, and our decisions to hedge.
−Removed: During the fourth quarter of 2023, we entered into a credit default swap.
−Removed: 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.
−Removed: 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: During 2024 and 2023 we entered into CDSs.
+Added: The notional amounts of our foreign currency forward contracts and the CDSs do not generally represent cash amounts exchanged by the parties and are calculated based on the terms of the derivative instrument.
+Added: Our foreign currency forward contracts and the CDS are undesignated hedging instruments under Accounting Standards Codification “ASC” 815 Derivatives and Hedging.
We record these derivative instruments on the balance sheet at their fair value as either assets or liabilities.
6 unchanged sentences
Assets and liabilities translated using the exchange rates in effect at the balance sheet dates are included in “Accumulated Other Comprehensive Loss” on the accompanying Consolidated Statements of Shareholders' Equity.
+Added: Weatherford International plc – 2024 Form 10-K | 55
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
For our subsidiaries with a functional currency that differs from the currency of their balances and transactions, inventories, PP&E and other non-monetary assets and liabilities, together with their related elements of expense or income, are remeasured into the functional currency using historical exchange rates.
1 unchanged sentence
Remeasurement gains and losses are recognized during the period incurred and recognized in “Other Expense, Net” on the accompanying Consolidated Statements of Operations.
−Removed: Weatherford International plc – 2023 Form 10-K | 53
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Share-Based Compensation
13 unchanged sentences
Revenue Recognition
−Removed: We account for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and all of the related amendments, collectively referred to as “Topic 606”.
−Removed: Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
+Added: We account for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and all of the related amendments, collectively referred to as “Topic 606.” Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
The majority of our revenue is derived from short-term contracts.
6 unchanged sentences
2016-02, Leases (Topic 842) and are recorded within “Services Revenue” on the accompanying Consolidated Statements of Operations.
+Added: Weatherford International plc – 2024 Form 10-K | 56
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Contract Balances
2 unchanged sentences
We recognize contract liabilities when consideration is received in advance of the recognition of revenue.
−Removed: Weatherford International plc – 2023 Form 10-K | 54
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Performance Obligations
10 unchanged sentences
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.
−Removed: Income (Loss) per Share
−Removed: Basic income (loss) per share for all periods presented equals net income (loss) divided by the weighted average shares outstanding during the period including participating securities.
−Removed: Diluted income (loss) per share is computed by dividing net income (loss) by our weighted average shares outstanding during the period including participating securities and any potential dilutive shares, when applicable.
+Added: Income per Share
+Added: Basic income per share for all periods presented equals net income divided by the weighted average shares outstanding during the period including participating securities.
+Added: Diluted income per share is computed by dividing net income by our weighted average shares outstanding during the period including participating securities and any potential dilutive shares, when applicable.
+Added: Accounting Standards Newly Adopted
+Added: The Company has adopted ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures as issued by the Financial Accounting Standards Board (“FASB”) in November 2023, which is an update that improves reportable segment disclosure requirements.
+Added: Other than providing additional disclosures related to our segments, the adoption did not materially impact our financial statements.
+Added: See “Note 2 – Segment Information” in our Notes to Consolidated Financial Statements.
Accounting Standards Issued Not Yet Adopted
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We expect to adopt ASU 2023-07 in our 2024 Form 10-K and in the interim periods thereafter.
−Removed: 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 November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , an update that improves income statement expense disclosure requirements.
+Added: Under ASU 2024-03 issuers will be required to incorporate new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions in the notes to their financial statements.
+Added: These categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization.
+Added: The amendments are effective for fiscal years beginning after December 15, 2026 and should be applied prospectively.
+Added: We expect to adopt ASU 2024-03 in our 2027 Form 10-K.
+Added: The adoption of ASU 2024-03 will require us to provide additional disclosures related to certain income statement expenses, but otherwise will not materially impact our financial statements.
+Added: Weatherford International plc – 2024 Form 10-K | 57
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures , an update that improves income tax disclosure requirements.
−Removed: 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: 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.
The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied prospectively.
16 unchanged sentences
Production and Intervention (“PRI”) offers a suite of reservoir stimulation designs, and engineering capabilities that isolate zones and unlock reserves in conventional and unconventional wells, deep water, and aging reservoirs.
−Removed: The primary offerings are intervention services & drilling tools, artificial lift, digital solutions (previously production automation & software), sub-sea intervention and pressure pumping services in select markets.
+Added: The primary offerings are intervention services & drilling tools, artificial lift, digital solutions, sub-sea intervention and pressure pumping services in select markets.
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.
Revenues are further described in “Note 3 – Revenue.”
−Removed: 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.
−Removed: Research and development expenses are included in segment adjusted EBITDA.
+Added: The CODM uses segment adjusted EBITDA to measure the profitability of each segment.
+Added: The regularly reviewed historical, current and forecasted segment adjusted EBITDA data is utilized by the CODM to allocate Company resources.
+Added: The CODM also uses segment adjusted EBITDA to drive efficiencies and develop competitive strategies.
+Added: Segment adjusted EBITDA is based on segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments.
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.
All other and corporate do not individually meet the criteria for segment reporting.
+Added: Year Ended December 31, 2024
+Added: Reportable Segments All
+Added: (Dollars in millions) DRE
+Added: Revenue $ 1,682 $ 1,976 $ 1,452 $ 403 $ 5,513
+Added: Direct Costs (a)
+Added: ( 1,007 ) ( 1,174 ) ( 955 )
+Added: Other Expense (b)
+Added: ( 208 ) ( 238 ) ( 178 )
+Added: DRE Segment Adjusted EBITDA 467 467
+Added: WCC Segment Adjusted EBITDA 564 564
+Added: PRI Segment Adjusted EBITDA 319 319
+Added: Corporate ( 52 )
+Added: Depreciation and Amortization ( 343 )
+Added: Share-based Compensation (c)
+Added: Other Charges
+Added: Operating Income $ 938
+Added: (a) Segment cost of sales and direct operating costs.
+Added: (b) Segment selling, general and administrative and research and development costs.
+Added: (c) See “Note 13 – Share-Based Compensation” for additional information.
Weatherford International plc – 2024 Form 10-K | 59
1 unchanged sentence
Year Ended December 31, 2023
−Removed: (Dollars in millions) 2023 2022 2021
+Added: Reportable Segments All
+Added: (Dollars in millions) DRE
+Added: Revenue $ 1,536 $ 1,800 $ 1,472 $ 327 $ 5,135
+Added: Direct Costs (a)
( 920 ) ( 1,091 ) ( 953 )
+Added: Other Expense (b)
( 194 ) ( 254 ) ( 196 )
+Added: DRE Segment Adjusted EBITDA 422 422
+Added: WCC Segment Adjusted EBITDA 455 455
+Added: PRI Segment Adjusted EBITDA 323 323
+Added: Corporate ( 52 )
+Added: Depreciation and Amortization ( 327 )
+Added: Share-based Compensation (c)
+Added: Other Charges
+Added: Operating Income $ 820
+Added: (a) Segment cost of sales and direct operating costs.
+Added: (b) Segment selling, general and administrative and research and development costs.
+Added: (c) See “Note 13 – Share-Based Compensation” for additional information.
+Added: Year Ended December 31, 2022
+Added: Reportable Segments All
+Added: (Dollars in millions) DRE
+Added: Revenue $ 1,328 $ 1,521 $ 1,395 $ 87 $ 4,331
+Added: Direct Costs (a)
( 833 ) ( 995 ) ( 950 )
−Removed: All Other 327 87 99
−Removed: Total Revenue
+Added: Other Expense (b)
( 171 ) ( 227 ) ( 184 )
−Removed: Operating Income:
DRE Segment Adjusted EBITDA 324 324
3 unchanged sentences
Depreciation and Amortization ( 349 )
−Removed: Share-based Compensation Expense (a)
−Removed: ( 35 ) ( 25 ) ( 25 )
−Removed: Other (Charges) Credits ( 4 ) ( 31 ) 10
+Added: Share-based Compensation (c)
+Added: Other Charges
Operating Income $ 412
−Removed: $ 820 $ 412 $ 116
−Removed: (a) See “Note 13 – Share-Based Compensation” for additional information.
+Added: (a) Segment cost of sales and direct operating costs.
+Added: (b) Segment selling, general and administrative and research and development costs.
+Added: (c) See “Note 13 – Share-Based Compensation” for additional information.
+Added: Weatherford International plc – 2024 Form 10-K | 60
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Year Ended December 31,
5 unchanged sentences
Capital Expenditures:
−Removed: 104 $ 54 $ 18
+Added: DRE $ 108 $ 104 $ 54
Corporate and Other 57 22 11
Total Capital Expenditures $ 299 $ 209 $ 132
−Removed: Weatherford International plc – 2023 Form 10-K | 57
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
(Dollars in millions) 2024
2 unchanged sentences
Total $ 5,159 $ 5,068
−Removed: (a) Corporate and other total assets primarily include cash and cash equivalents, certain intangible assets, and centrally
−Removed: managed or shared facilities.
+Added: (a) Corporate and other total assets primarily include cash and cash equivalents, certain intangible assets, and centrally managed or shared facilities.
PP&E, Net and Operating Lease Assets by Geographic Area
As of December 31, 2024, and 2023 the U.S.
−Removed: 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.
+Added: accounted for 22 % and 23 %, respectively, and the Kingdom of Saudi Arabia accounted for 11 % and 10 %, respectively, 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, 2024 and 2023.
9 unchanged sentences
(b) Corporate assets not allocated by geography are excluded from this total.
+Added: Weatherford International plc – 2024 Form 10-K | 61
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Disaggregated Revenue
2 unchanged sentences
Equipment rental revenue were $ 151 million, $ 142 million and $ 146 million in 2024, 2023 and 2022, respectively.
−Removed: During 2023, Mexico accounted for 13 % of total revenue, driven by our largest customer, which accounted for 10 % of our total revenue.
+Added: During 2024 and 2023, Mexico accounted for 12 % and 13 % of total revenue, respectively, driven by our largest customer, which accounted for 10 % of our total revenue in each year, respectively.
During 2024, 2023 and 2022, the U.S.
accounted for 15 %, 16 % and 20 % of total revenue, respectively.
+Added: During 2024, the Kingdom of Saudi Arabia accounted for 10 % of total revenue.
No other country or individual customer accounted for more than 10% of our total revenue in 2024, 2023 and 2022.
We had no revenue in our country of domicile (Ireland) in 2024, 2023 and 2022.
−Removed: Weatherford International plc – 2023 Form 10-K | 58
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Year Ended December 31,
19 unchanged sentences
Receivables for Equipment Rentals in Account Receivable, Net $ 29 $ 34
−Removed: Accounts Receivable, Net of Allowance for Credit Losses of $ 16 at December 31, 2023 and $ 26 at December 31, 2022 (a)
+Added: Accounts Receivable, Net of Allowance for Credit Losses of $ 8 at December 31, 2024 and $ 16 at December 31, 2023
$ 1,261 $ 1,216
3 unchanged sentences
Contract Liabilities in Other Non-Current Liabilities $ 2 $ 5
−Removed: (a) The change in allowance for credit losses includes charges offset primarily by recoveries and write-offs.
−Removed: 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 $ 19 million, $ 15 million and $ 31 million during 2023, 2022 and 2021, respectively.
Weatherford International plc – 2024 Form 10-K | 62
6 unchanged sentences
Inventories, Net $ 880 $ 788
−Removed: The change in inventory reserves includes the inventory charges below, primarily offset by the disposal of inventory previously reserved.
−Removed: Inventory charges were recognized in the following captions on our Consolidated Statements of Operations:
−Removed: Year Ended December 31,
−Removed: (Dollars in millions) 2023 2022 2021
−Removed: Inventory Charges in “Cost of Products” $ 19 $ 32 $ 55
−Removed: Inventory Charges in “Other Charges (Credits)” — 4 7
−Removed: Total Inventory Charges
−Removed: $ 19 $ 36 $ 62
+Added: The change in inventory reserves includes inventory charges primarily offset by the disposal of inventory previously reserved.
+Added: The charges are primarily recorded in “Cost of Products” on our Consolidated Statements of Operations in the amount of $ 32 million, $ 19 million and $ 36 million, in 2024, 2023 and 2022, respectively.
5 – Property, Plant and Equipment, Net
70 unchanged sentences
Current portion of 6.5 % Senior Secured Notes due 2028 “2028 Senior Secured Notes”
−Removed: Current portion of 11.00 % Exit Notes due 2024 “Exit Notes”
Finance Lease Current Portion 17 17
3 unchanged sentences
6.5 % Senior Secured Notes due 2028 “2028 Senior Secured Notes”
−Removed: 11.00 % Exit Notes due 2024 “Exit Notes”
Finance Lease Long-term Portion 31 36
1 unchanged sentence
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.
−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).
+Added: The 2028 Senior Secured Notes and the related guarantees were 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.
On December 1, 2022, the indenture related to our 2030 Senior Notes was amended and supplemented to add Weatherford Delaware as co-issuer and co-obligor, and concurrently releases the guarantee of Weatherford Delaware.
−Removed: 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 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.
+Added: Interest accrued at the rate of 11.00 % per annum and was payable semiannually on June 1 and December 1.
Proceeds from the issuance were reduced by debt issuance costs.
−Removed: 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.
−Removed: Part of this redemption used net proceeds from our issuance of $ 1.6 billion of 2030 Senior Notes (defined below) and cash on hand.
−Removed: In 2022, we redeemed $ 175 million 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 presented this amount as “Short-term Borrowings and Current Portion of Long-term Debt” on the Consolidated Financial Statements as of December 31, 2022.
−Removed: Weatherford International plc – 2023 Form 10-K | 64
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: 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.
−Removed: 2024 Senior Secured Notes
−Removed: 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.
−Removed: 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.
+Added: In 2023, we fully redeemed the remaining $ 125 million principal amount.
2028 Senior Secured Notes
On September 30, 2021, we issued 6.5 % Senior Secured Notes in aggregate principal amount of $ 500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”).
−Removed: Interest accrues at the rate of 6.5 % per annum and is payable semiannually on September 15 and March 15 of each year, and commenced March 15, 2022.
+Added: Interest accrued at the rate of 6.5 % per annum and was payable semiannually on September 15 and March 15.
Proceeds from the issuance were reduced by debt issuance costs.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In 2024, we fully redeemed the remaining $ 248 million principal amount.
2030 Senior Notes
2 unchanged sentences
On December 1, 2022, we modified our 2030 Senior Notes, as described earlier.
+Added: In the fourth quarter of 2024 we repurchased $ 4 million in principal of our 2030 Senior Notes.
At December 31, 2024 and December 31, 2023, the carrying value represents the remaining unpaid principal of $ 1.6 billion at each date, offset by unamortized deferred issuance cost of $ 11 million and $ 13 million, respectively.
+Added: Weatherford International plc – 2024 Form 10-K | 67
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
Credit Agreement
2 unchanged sentences
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.
−Removed: 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: At December 31, 2024, the Credit Agreement allowed for a total commitment amount of $ 720 million, maturing on October 24, 2028.
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.
−Removed: 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.
−Removed: Weatherford International plc – 2023 Form 10-K | 65
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: 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.
−Removed: The amendment also gives the ability to request an increase in total commitments by up to $ 200 million, upon satisfaction of certain conditions.
−Removed: We further amended the Credit Agreement on December 20, 2023, to permit a certain specified swap transaction.
+Added: On April 22, 2024, additional lenders joined the Credit Agreement, providing an increase in total commitments from $ 550 million to $ 680 million (performance letters of credit increased from $ 250 million to $ 309 million and borrowings or additional performance or financial letters of credit increased from $ 300 million to $ 371 million).
+Added: On June 6, 2024, an additional lender joined the Credit Agreement, providing an increase in total commitments from $ 680 million to $ 720 million (performance letters of credit increased to $ 327 million and revolving loan borrowings or additional performance or financial letters of credit increased to $ 393 million).
+Added: In addition, we amended the Credit Agreement to allow for future increases in total commitments of up to $ 1 billion.
As of December 31, 2024, we had zero borrowings outstanding under the Credit Agreement, and $ 382 million of letters of credit outstanding, consisting of the $ 291 million ($ 279 million for performance letters of credit and $ 12 million for financial letters of credit) under the Credit Agreement and another $ 91 million under various uncommitted bi-lateral facilities (of which there was $ 49 million in cash collateral held and recorded in “Restricted Cash” on the Consolidated Balance Sheets).
−Removed: 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).
−Removed: Covenants for the 2028 Senior Secured Notes and 2030 Senior Notes and Credit Agreement
−Removed: 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:
+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: Covenants for the 2030 Senior Notes and Credit Agreement
+Added: The indentures governing the 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;
7 unchanged sentences
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.
−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 2028 Senior Secured Notes to be declared due and payable immediately.
The following is a summary of scheduled debt maturities by year:
13 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 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”).
+Added: The fair values of our foreign currency forward contracts (see “Note 10 – Derivative Financial Instruments”), warrants (before their expiration, see “Note 15 – Income per Share”), 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.
6 unchanged sentences
(Dollars in millions) Carrying Value Fair Value Carrying Value Fair Value
−Removed: 11.00 % Exit Notes due 2024
−Removed: $ — $ — $ 125 $ 128
6.5 % Senior Secured Notes due 2028
−Removed: 243 258 482 482
8.625 % Senior Notes due 2030
10 unchanged sentences
Credit Default Swap
−Removed: 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.
−Removed: 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: During the fourth quarter of 2024, we entered into a credit default swap (“CDS”) with a third-party financial institution terminating in September 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 2024, we received $ 25 million.
+Added: The fair value of the derivative was not material as of December 31, 2024.
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, 2024 we had a notional balance of $ 25 million outstanding under the CDS.
+Added: Management expects the total notional balance under the CDS to decrease to $ 14 million and nil by December 31, 2025 and December 31, 2026.
+Added: A CDS was entered into during the fourth quarter of 2023 with the same parties for similar reasons as in the fourth quarter of 2024, and accordingly, in the fourth quarter of 2023 and January of 2024, we received $ 140 million and $ 142 million, respectively.
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.
−Removed: 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.
−Removed: The fair value of this derivative was not material as of December 31, 2023.
−Removed: 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: The agreement was terminated in the third quarter of 2024, extinguishing the remaining notional balance.
+Added: Weatherford International plc – 2024 Form 10-K | 70
+Added: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
11 – Employee Benefit Plans
6 unchanged sentences
The projected benefit obligations on a consolidated basis were $ 126 million and $ 130 million as of December 31, 2024 and December 31, 2023, respectively.
−Removed: The increase year over year is due primarily to actuarial losses as a result of decreased discount rates.
The fair values of plan assets on a consolidated basis were $ 100 million and $ 106 million as of December 31, 2024 and December 31, 2023, respectively.
−Removed: The increase year over year is due primarily to investment gains.
−Removed: 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.
+Added: The decrease in both the projected benefit obligation and the plans assets year over year is due primarily to benefit obligations paid from plan assets, deferral of actuarial losses to accumulated other comprehensive income, as well as the strengthening of the U.S.
+Added: Dollar for our non-U.S.
+Added: plans, As of December 31, 2024, the net underfunded obligation consisted of $ 17 million of funded obligations recorded to “Other Non-current Assets” and $ 43 million of underfunded obligations substantially all recorded to “Other Non-current Liabilities” on our Consolidated Balance Sheets.
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.
−Removed: 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.
−Removed: As mentioned above, decreased discount rates were the primary driver of the overall loss in 2023.
−Removed: Weatherford International plc – 2023 Form 10-K | 68
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: Additionally, the consolidated pre-tax amount in accumulated other comprehensive income as of December 31, 2024 and December 31, 2023, that has not yet been recognized as a component of net periodic benefit cost was a net gain of $ 6 million and $ 15 million, respectively.
+Added: The decrease is due to the the deferral of actuarial losses for 2024, the strengthening of the U.S.
+Added: Dollar for our non-U.S.
+Added: plans offset by the recognition of prior actuarial gains in net periodic benefit costs.
The weighted average assumption rates used for benefit obligations were as follows:
2 unchanged sentences
United States Plans 4.75 % 4.75 % - 5.00 %
−Removed: 4.75 % - 5.00 %
International Plans 3.13 % - 10.60 %
4 unchanged sentences
2.00 % - 3.00 %
−Removed: During each of the years ended December 31, 2023 , 2022 and 2021, we made contributions and paid direct benefits of $ 5 million in connection with our defined benefit pension and other post-retirement benefit plans.
+Added: During the years ended December 31, 2024, 2023 and 2022, we made contributions and paid direct benefits of $ 4 million, $ 5 million and $ 5 million, respectively, in connection with our defined benefit pension and other post-retirement benefit plans.
In 2025, we expect to fund approximately $ 2 million related to those plans.
4 unchanged sentences
If one or more negative outcomes were to occur relative to these cases, the aggregate impact to our financial condition could be material.
−Removed: GAMCO Shareholder Litigation
−Removed: On September 6, 2019, GAMCO Asset Management, Inc.
−Removed: (“GAMCO”), purportedly on behalf of itself and other similarly situated shareholders, filed a lawsuit asserting violations of the federal securities laws against certain then-current and former officers and directors of the Company.
−Removed: GAMCO 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.
−Removed: GAMCO sought damages on behalf of purchasers of the Company’s ordinary shares from October 26, 2016, through May 10, 2019.
−Removed: GAMCO’s lawsuit was filed in the United States District Court for the Southern District of Texas, Houston Division, and it is captioned GAMCO Asset Management, Inc.
−Removed: McCollum, et al., Case No.
−Removed: 4:19-cv-03363.
−Removed: The District Court Judge appointed Utah Retirement Systems (“URS”) as Lead Plaintiff, and on March 16, 2020, URS filed its Amended Complaint.
−Removed: URS added the Company as a defendant but dropped the claims against non-officer board members and all the claims under the Securities Act.
−Removed: The defendants filed their motion to dismiss on May 18, 2020, and 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.
−Removed: On December 14, 2023, the Fifth Circuit affirmed the decision from the trial court dismissing plaintiffs’ claims.
Weatherford International plc – 2024 Form 10-K | 71
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 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 ordinary shares 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”) 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.
−Removed: Awards made under the 2019 Equity Plan vest and settle in shares of newly issued common stock or cash.
+Added: Awards made under the 2019 Equity Plan vest and settle in shares of newly issued ordinary shares or cash.
As of December 31, 2024, there were 2.0 million shares available for future grants.
−Removed: We granted RSUs, PSUs, and Phantom RSUs under the 2019 Equity Plan.
−Removed: All awards generally require continued employment and generally vest over one to three years .
+Added: We granted RSUs and PSUs under the 2019 Equity Plan during 2024, 2023 and 2022.
+Added: All awards generally require continued employment and 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.
+Added: Dividend equivalent rights are accrued during the vesting period and paid upon distribution of the shares.
Share-Based Compensation Expense
−Removed: 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: Share-based compensation expense was $ 45 million, $ 35 million and $ 25 million for the year ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.
As of December 31, 2024, there was $ 43 million of unrecognized compensation cost, which is expected to be recognized over a weighted-average period of less than two years .
−Removed: 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.
−Removed: RSUs vest based generally on continued employment.
+Added: RSUs generally vest based on continued employment.
The fair value of RSUs are determined based on the closing price of our shares on the date of grant.
2 unchanged sentences
The fair value of RSUs vested during 2024, 2023 and 2022 was $ 28 million, $ 34 million and $ 20 million, respectively.
−Removed: Cash used to settle RSUs in 2023 and 2022 was less than $ 1 million and $ 2 million, respectively.
−Removed: Cash was not used to settle RSUs in 2021.
−Removed: PSUs vest based generally on continued employment and achievement of an established target.
−Removed: 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”).
−Removed: 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 %.
+Added: RSUs were primarily settled in shares, with cash settlements totaling less than $ 1 million in both 2024 and 2023, and $ 2 million in 2022.
+Added: PSUs generally vest based on continued employment and the achievement of an established target.
+Added: The actual number of PSUs earned may range from 0 % to 200 %.
+Added: The fair value of PSUs depends on whether the established target is a performance condition defined solely by reference to our own operations (“operational performance”) or the market performance of our shares (“market condition”).
The total fair value, less forfeitures, is expensed over the vesting period.
The WAGD FV per unit of PSUs granted during 2024, 2023 and 2022 was $ 120.13 , $ 70.91 and $ 23.14 , respectively.
−Removed: The fair value of PSUs vested during 2023, 2022 and 2021, was $ 118 million, nil and $ 2 million respectively.
−Removed: 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 fair value of PSUs vested during 2023 was $ 118 million and nil , for 2022 and 2024.
+Added: The fair value of PSUs subject to operational performance conditions is determined based on the closing price of our shares on the date of grant.
The units are adjusted periodically based on the metric’s expected performance goal multiplier.
2 unchanged sentences
The fair value of PSUs subject to market conditions is determined by utilizing an advanced option-pricing model.
−Removed: 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.
+Added: Compensation cost is fully recognized if the employment condition is met, even if the market condition is not achieved, as the likelihood of achieving the market condition is incorporated into the fair value of the award.
The weighted average of assumptions used in the models were as follows:
7 unchanged sentences
The dividend yield is based on historical dividend payments and expectations of management.
−Removed: For the year ended December 31, 2023, expected volatility incorporated our NASDAQ trading history along with the volatility of our constituents.
−Removed: For the years ended December 31, 2022 and 2021, the expected volatility was based on comparable companies’ volatility.
+Added: For the year ended December 31, 2024, expected volatility was based on our NASDAQ trading history, and for the year ended December 31, 2023, also incorporated the volatility of our constituents.
+Added: For the year ended December 31, 2022, the expected volatility was based on comparable companies’ volatility due to our NASDAQ trading history being shorter than the performance period.
The expected life in years is based on the performance measurement period.
−Removed: Phantom RSUs were exclusively granted in 2021.
−Removed: 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.
Summary of Awards Activity
−Removed: A summary of activity for non-vested RSUs, PSUs, and Phantom RSUs outstanding and their respective WAGD FV during 2023 is presented below.
−Removed: (Units in thousands, except dollars)
−Removed: Phantom RSU WAGD FV
+Added: A summary of activity for non-vested RSUs, and PSUs at target and their respective WAGD FV during 2024 is presented below.
+Added: (Units in thousands, except dollars) RSU WAGD
Non-Vested at December 31, 2023
5 unchanged sentences
640 $ 66.91 1,751 $ 39.21
−Removed: (1) Vested PSUs during 2023 earned a 200 % multiplier.
−Removed: 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.
+Added: (1) The WAGD FV for granted awards has been adjusted on a net basis for RSUs and PSUs that require remeasurement to fair value at
+Added: each balance sheet date.
+Added: (2) A maximum of 2,353 PSUs are eligible to vest,which includes 1,751 PSUs at the target performance level, an additional 219
+Added: PSUs expected to vest based on actual performance exceeding target by year-end and 383 PSUs eligible to earn a 200 % performance
+Added: goal multiplier.
Weatherford International plc – 2024 Form 10-K | 73
1 unchanged sentence
14 – Shareholders’ Equity
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Inputs to the model included Weatherford’s share price, volatility of our share price, and the risk-free interest rate.
−Removed: 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.
−Removed: During 2023 and 2022, an immaterial number of warrants were exercised.
−Removed: Accumulated Other Comprehensive Loss
−Removed: The following table presents the changes in our accumulated other comprehensive loss by component:
−Removed: (Dollars in millions) Foreign Currency Translation Defined Benefit Pension Total
−Removed: Balance at December 31, 2021
−Removed: $ ( 36 ) $ 1 $ ( 35 )
−Removed: Other Comprehensive (Loss) Income ( 5 ) 18 13
−Removed: Balance at December 31, 2022
−Removed: ( 41 ) 19 ( 22 )
−Removed: Other Comprehensive Loss ( 2 ) ( 4 ) ( 6 )
−Removed: Balance at December 31, 2023
−Removed: $ ( 43 ) $ 15 $ ( 28 )
+Added: Our ordinary shares outstanding balance remained consistent at 72.1 million as of both December 31, 2024 and December 31, 2023.
+Added: During the twelve months ended December 31, 2024 we issued of 0.9 million of our ordinary shares related to acquisitions and 0.2 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes, offset by the cancellation of 1.1 million of our ordinary shares repurchased for $ 100 million (which includes repurchased shares pending settlement of approximately $ 1 million), under a $ 500 million share repurchase program announced on July 23, 2024.
+Added: Ordinary shares for the years ended December 31, 2023 and 2022 primarily increased upon the vesting and settlement of awards made under the 2019 Equity Plan.
+Added: On July 23, 2024, we announced our Board authorization of a dividend program under which we intend to pay regular quarterly cash dividends, subject to our Board’s discretion and continuing determination that it is in the best interest of the Company and complies with applicable legal requirements.
+Added: The announcement included a cash dividend declaration of $ 0.25 per share of the Company’s ordinary shares.
+Added: During the twelve months ended December 31, 2024, we declared and paid $ 36 million in dividends and accrued $ 2 million in dividend equivalent rights on share-based awards.
Weatherford International plc – 2024 Form 10-K | 74
Table of Contents Item 8 | Notes to the Consolidated Financial Statements
−Removed: 15 – Income (Loss) per Share
+Added: 15 – Income per Share
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:
1 unchanged sentence
(Shares in millions) 2024 2023 2022
−Removed: Net Income (Loss) Attributable to Weatherford $ 417 $ 26 $ ( 450 )
+Added: Net Income Attributable to Weatherford
+Added: $ 506 $ 417 $ 26
Basic Weighted Average Shares Outstanding 73.0 71.9 70.5
1 unchanged sentence
Diluted Weighted Average Shares Outstanding 74.9 73.6 71.6
−Removed: Basic Income (Loss) Per Share Attributable to Weatherford $ 5.79 $ 0.37 $ ( 6.43 )
−Removed: Diluted Income (Loss) Per Share Attributable to Weatherford $ 5.66 $ 0.36 $ ( 6.43 )
+Added: Basic Income Per Share Attributable to Weatherford
+Added: $ 6.93 $ 5.79 $ 0.37
+Added: Diluted Income Per Share Attributable to Weatherford
+Added: $ 6.75 $ 5.66 $ 0.36
Antidilutive Weighted Average Shares:
2 unchanged sentences
Total Antidilutive Weighted Average Shares
−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: 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.
−Removed: Antidilutive shares represent securities that could dilute income (loss) per share, which are excluded from the computation as their impact was antidilutive.
−Removed: 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.
−Removed: 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.
+Added: Basic income per share for all periods presented equals net income divided by our weighted average shares outstanding during the period.
+Added: Diluted income per share is computed by dividing net income available to shareholders by our weighted average shares outstanding during the period including potential dilutive ordinary shares.
+Added: Antidilutive shares represent securities that could dilute income per share in the future, and are excluded from the computation of income per share.
+Added: 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: For the years ended December 31, 2023 and December 31, 2022 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 – 2024 Form 10-K | 75
12 unchanged sentences
(Dollars in millions) 2024 2023 2022
−Removed: Irish Income Tax (Provision) Benefit Tax Rate of 25%
+Added: Irish Income Tax Provision Tax Rate of 25%
$ ( 185 ) $ ( 126 ) $ ( 35 )
1 unchanged sentence
Tax (Provision) Benefit on Swiss Loss from internal liquidation of subsidiary and internal restructuring
−Removed: 48 ( 141 ) 124
Decrease (Increase) in Valuation Allowance attributed to Swiss Loss and internal restructuring
−Removed: ( 46 ) 141 ( 124 )
Decrease (Increase) in Valuation Allowance on Operating Earnings/Losses
4 unchanged sentences
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.
−Removed: 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.
−Removed: 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: For the year ended December 31, 2024, income tax expense was higher than 2023, primarily driven by increased activity and operating profits, profit mix in various jurisdictions that we operate and lower valuation allowance releases.
+Added: During the year ended December 31, 2023, income tax expense includes a one-time benefit of $ 115 million, due to the release of valuation allowances and the recognition of benefits from previously uncertain tax positions.
+Added: Those benefits were offset by the establishment of valuation allowance of approximately $ 50 million against the sale of Blue Chip Swap securities and currency devaluation in Argentina (see Note 17 – Blue Chip Swap Securities - Argentina).
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.
22 unchanged sentences
Intangible Assets ( 17 ) ( 18 )
+Added: Other Differences between Financial and Tax Basis ( 22 ) —
Total Deferred Tax Liabilities ( 39 ) ( 18 )
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 by $ 16 million in 2023.
−Removed: 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.
−Removed: The remaining $ 5 million of the increase in the valuation allowance was attributable to foreign currency translation.
+Added: The valuation allowance decreased by $ 194 million in 2024.
+Added: The majority of the decrease is in conjunction with a remeasurement of net deferred tax assets of approximately $ 113 million, $ 47 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 the utilization of net operating losses previously not expected to be realized against operating earnings.
+Added: The remaining movement 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.
Distribution of these earnings in the form of dividends or otherwise may result in a combination of income and withholding taxes payable in various countries.
−Removed: As of December 31, 2023 , the pool of positive undistributed earnings of our non-Irish subsidiaries that are considered indefinitely reinvested and may be subject to tax, if distributed, amounts to approximately $ 1.4 billion.
+Added: As of December 31, 2024, the pool of positive undistributed earnings of our non-Irish subsidiaries that are considered indefinitely reinvested and may be subject to tax, if distributed, amounts to approximately $ 444 million.
+Added: The amount is reduced from the prior period due to the favorable impact of the enactment of dividend participation exemption in Ireland effective January 1, 2025.
Due to complexities in the tax laws and the manner of repatriation, it is not practicable to estimate the unrecognized amount of deferred income taxes and the related dividend withholding taxes associated with these undistributed earnings.
Weatherford International plc – 2024 Form 10-K | 77
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: Table of Contents Item 9 | Changes in and Disagreement with Accountants on Accounting and Financial Disclosure
At December 31, 2024, we had approximately $ 3.0 billion of net operating losses (“NOLs”) in various jurisdictions.
12 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, the deferred tax asset was reduced by $ 141 million attributed to utilization with a corresponding valuation allowance release.
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.
16 unchanged sentences
Weatherford International plc – 2024 Form 10-K | 78
−Removed: Table of Contents Item 8 | Notes to the Consolidated Financial Statements
+Added: Table of Contents Item 10 | Directors, Executive Officers and Corporate Governance
We are subject to income tax in many of the approximately 75 countries where we operate.
18 unchanged sentences
dollars from Argentina through the purchase and sale of BCS securities.
−Removed: 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: During each of the years ended December 31, 2024 and 2023, we completed a series of BCS transactions at implied exchange rates (“BCS rates”) that were approximately 26 % and 106 % higher, respectively, than the official exchange rate, resulting in a loss of $ 10 million and $ 57 million, respectively.
We continue to use the official exchange rate for remeasurement of our Argentine peso-denominated net monetary assets under U.S.
GAAP as the BCS rates do not meet the criteria for remeasurement under U.S.
+Added: 18 – Acquisitions
+Added: During the year ended December 31, 2024, we closed on acquisitions with total consideration of $ 160 million, which includes $ 51 million in cash net of cash acquired and 0.9 million of our ordinary shares valued at $ 79 million on the closing dates.
+Added: The purchases were accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification “ASC” 805 Business Combinations and the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values measured in accordance with the guidance under ASC 820 Fair Value Measurement.
+Added: The fair value measurements of the intangible assets were based on inputs not observable in the market and therefore represent Level 3 measurements.
+Added: The fair value of intangible assets acquired was $ 99 million and the goodwill and contingent considerations were each immaterial.
+Added: Acquisition-related costs incurred by the Company are expensed as incurred.
+Added: The operating results of the acquired businesses were included in the Company’s results of operations from the dates of acquisition.
+Added: See also “Note 6 – Intangible Assets, Net” and “Note 14 – Shareholders’ Equity” in our Notes to Consolidated Financial Statements.
19 – Subsequent Event
−Removed: 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.
−Removed: The purchase price was $ 6 million in cash and 844,702 of our ordinary shares, subject to customary adjustments.
−Removed: 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.
+Added: On January 29, 2025, our Board of Directors declared a cash dividend of $ 0.25 per share of the Company’s ordinary shares, payable on March 19, 2025 to shareholders of record as of February 21, 2025.
Weatherford International plc – 2024 Form 10-K | 79
−Removed: Table of Contents Item 9 | Changes in and Disagreement with Accountants on Accounting and Financial Disclosure
+Added: Table of Contents Item 15 | Exhibits
Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.
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.