WFT » Topics » PART I

These excerpts taken from the WFT 10-K filed Feb 24, 2009.
PART I
 
Item 1.   Business
 
Weatherford International Ltd. (NYSE:WFT) is one of the world’s leading providers of equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. We were originally incorporated in Delaware in 1972, and as a result of our corporate reorganization in 2002, are now incorporated in Bermuda. Many of our businesses, including those of Weatherford Enterra, have been operating for more than 50 years. We anticipate that, during the first quarter of 2009, we will complete a transaction in which Weatherford International Ltd., the Bermuda exempted company (“Weatherford-Bermuda”), will become a wholly-owned subsidiary of Weatherford International Ltd., a Swiss joint-stock company (“Weatherford-Switzerland”), and holders of our common shares will receive one registered share of Weatherford-Switzerland for each common share of Weatherford-Bermuda that they hold.
 
When referring to Weatherford and using phrases such as “we” and “us,” our intent is to refer to Weatherford International Ltd. and its subsidiaries as a whole or on a regional basis, depending on the context in which the statements are made.
 
We operate in approximately 100 countries, which are located in nearly all of the oil and natural gas producing regions in the world. Our operational performance is segmented and reviewed on a geographic basis, and we report the following regions as reporting segments: (1) North America, (2) Latin America, (3) Europe/West Africa/the Commonwealth of Independent States (“CIS”) and (4) Middle East/North Africa/Asia.
 
Our growth strategy has included a mix of organic product and service development, the acquisition of key technologies, products and services and several notable divestitures. One of our most substantial acquisitions was in August 2005, when we acquired Precision Energy Services and Precision Drilling International. Precision Energy Services broadened our wireline and directional capabilities and strengthened our controlled pressure drilling and testing product lines. Precision Drilling International added land rigs to our portfolio, primarily in the Eastern Hemisphere.
 
Our divestitures include the April 2000 spin-off of our Drilling Products Division to our shareholders through a distribution of the stock of our Grant Prideco, Inc. subsidiary. In February 2001, we completed the merger of essentially all of our Compression Services division into a subsidiary of Universal Compression Holdings, Inc. in exchange for 13.75 million shares of Universal common stock. During 2004 and 2005, we sold our interest in Universal Compression Holdings, Inc. In 2005, we sold our non-core Gas Services International compression fabrication business. In 2008, we finalized the divestiture of our oil and gas development and production business.
 
Our principal executive offices are located at 515 Post Oak Boulevard, Houston, Texas 77027 and our telephone number at that location is (713) 693-4000. We anticipate relocating our principal executive offices to Switzerland in the first quarter of 2009. However, certain corporate functions, including our U.S. Investor Relations department, will remain at the foregoing address and telephone number. Our Internet address is www.weatherford.com. General information about us, including our Corporate Governance Policies and charters for the committees of our board of directors, can be found on our Web site. On our Web site we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file or furnish them to the SEC. The public may read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains our reports, proxy and information statements, and our other SEC filings. The address of that site is www.sec.gov.
 
The following is a summary of our business strategies and the markets we serve. We have also included a description of our products and services offered and our competitors. Segment financial information appears in “Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 18.”


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Table of Contents

PART I







 















Item 1.  

Business


 



Weatherford International Ltd. (NYSE:WFT) is one of the
world’s leading providers of equipment and services used in
the drilling, evaluation, completion, production and
intervention of oil and natural gas wells. We were originally
incorporated in Delaware in 1972, and as a result of our
corporate reorganization in 2002, are now incorporated in
Bermuda. Many of our businesses, including those of Weatherford
Enterra, have been operating for more than 50 years. We
anticipate that, during the first quarter of 2009, we will
complete a transaction in which Weatherford International Ltd.,
the Bermuda exempted company (“Weatherford-Bermuda”),
will become a wholly-owned subsidiary of Weatherford
International Ltd., a Swiss joint-stock company
(“Weatherford-Switzerland”), and holders of our common
shares will receive one registered share of
Weatherford-Switzerland for each common share of
Weatherford-Bermuda that they hold.


 



When referring to Weatherford and using phrases such as
“we” and “us,” our intent is to refer to
Weatherford International Ltd. and its subsidiaries as a whole
or on a regional basis, depending on the context in which the
statements are made.


 



We operate in approximately 100 countries, which are located in
nearly all of the oil and natural gas producing regions in the
world. Our operational performance is segmented and reviewed on
a geographic basis, and we report the following regions as
reporting segments: (1) North America, (2) Latin
America, (3) Europe/West Africa/the Commonwealth of
Independent States (“CIS”) and (4) Middle
East/North Africa/Asia.


 



Our growth strategy has included a mix of organic product and
service development, the acquisition of key technologies,
products and services and several notable divestitures. One of
our most substantial acquisitions was in August 2005, when we
acquired Precision Energy Services and Precision Drilling
International. Precision Energy Services broadened our wireline
and directional capabilities and strengthened our controlled
pressure drilling and testing product lines. Precision Drilling
International added land rigs to our portfolio, primarily in the
Eastern Hemisphere.


 



Our divestitures include the April 2000 spin-off of our Drilling
Products Division to our shareholders through a distribution of
the stock of our Grant Prideco, Inc. subsidiary. In February
2001, we completed the merger of essentially all of our
Compression Services division into a subsidiary of Universal
Compression Holdings, Inc. in exchange for 13.75 million
shares of Universal common stock. During 2004 and 2005, we sold
our interest in Universal Compression Holdings, Inc. In 2005, we
sold our non-core Gas Services International compression
fabrication business. In 2008, we finalized the divestiture of
our oil and gas development and production business.


 



Our principal executive offices are located at 515 Post Oak
Boulevard, Houston, Texas 77027 and our telephone number at that
location is
(713) 693-4000.
We anticipate relocating our principal executive offices to
Switzerland in the first quarter of 2009. However, certain
corporate functions, including our U.S. Investor Relations
department, will remain at the foregoing address and telephone
number. Our Internet address is www.weatherford.com.
General information about us, including our Corporate Governance
Policies and charters for the committees of our board of
directors, can be found on our Web site. On our Web site we make
available, free of charge, our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file or furnish
them to the SEC. The public may read and copy any materials we
have filed with the SEC at the SEC’s Public Reference Room
at 100 F Street, NE, Room 1580, Washington, DC
20549. Information on the operation of the Public Reference Room
may be obtained by calling the SEC at
1-800-SEC-0330.
The SEC maintains an internet site that contains our reports,
proxy and information statements, and our other SEC filings. The
address of that site is www.sec.gov.


 



The following is a summary of our business strategies and the
markets we serve. We have also included a description of our
products and services offered and our competitors. Segment
financial information appears in “Item 8. Financial
Statements and Supplementary Data — Notes to
Consolidated Financial Statements — Note 18.”





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Table of Contents







PART II
 
Item 5.   Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
 
Our common shares are traded on the New York Stock Exchange under the symbol “WFT.” As of February 20, 2009, there were 2,811 shareholders of record. Additionally, there were 72 stockholders of Weatherford International, Inc. as of the same date who had not yet exchanged their shares. The following table sets forth, for the periods indicated, the range of high and low sales prices per common share as reported on the New York Stock Exchange. During 2008, our Board of Directors approved a two-for-one split of our common shares. All prices have been restated to reflect this stock split.
 
                 
    Price  
    High     Low  
 
Year ending December 31, 2008
               
First Quarter
  $ 36.82     $ 25.91  
Second Quarter
    49.98       34.96  
Third Quarter
    49.76       22.26  
Fourth Quarter
    24.69       7.75  
Year ending December 31, 2007
               
First Quarter
  $ 23.51     $ 17.95  
Second Quarter
    29.52       22.52  
Third Quarter
    35.50       24.31  
Fourth Quarter
    36.11       28.18  
 
On February 20, 2009, the closing sales price of our common shares as reported by the New York Stock Exchange was $10.01 per share. We have not declared or paid cash dividends on our common shares since 1984.
 
On October 1, 2008 we sold 959,264 of our common shares and on November 25, 2008 we sold 5,646,772 of our common shares, both in connection with acquisitions. These shares were sold to the shareholders of the acquired companies as consideration for the shares of the acquired companies. These sales of our common shares were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of that act and pursuant to Regulation D and Regulation S promulgated under that act as a non-public sale to accredited investors and/or to non-U.S. persons outside the United States.
 
In December 2005, our Board of Directors approved a share repurchase program under which we can spend up to $1 billion to repurchase outstanding common shares. Future purchases of our shares can be made in the open market or privately negotiated transactions, at the discretion of management and as market conditions warrant. As of December 31, 2008, we have $205 million available under this authorization to repurchase shares. During the quarter ended December 31, 2008, no shares were repurchased.
 
In addition, under our restricted share plan, employees may elect to have us withhold common shares to satisfy minimum statutory federal, state and local tax withholding obligations arising on the vesting of restricted stock awards and exercise of options. When we withhold these shares, we are required to remit to the appropriate taxing authorities the market price of the shares withheld, which could be deemed a purchase of the common shares by us on the date of withholding.
 
During the quarter ended December 31, 2008, we withheld common shares to satisfy these tax withholding obligations as follows:
 
                 
    No. of
    Average
 
Period
  Shares     Price  
 
October 1-October 31, 2008
    9,959     $ 20.00  
November 1-November 30, 2008
    8,997       14.21  
December 1-December 31, 2008
    9,184       9.60  


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Table of Contents

Information concerning securities authorized for issuance under equity compensation plans is set forth in Part III of this report under “Item 12(d). Security Authorized for Issuance Under Equity Compensation Plans,” which is incorporated by reference into this Item.
 
Performance Graph
 
This graph compares the yearly cumulative return on our common shares with the cumulative return on the Dow Jones U.S. Oil Equipment & Services Index and the Dow Jones U.S. Index for the last five years. The graph assumes the value of the investment in the Company’s common shares and each index was $100 on December 31, 2003. The stockholder return set forth below is not necessarily indicative of future performance. The following graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Weatherford specifically incorporates it by reference into such filing.
 
These excerpts taken from the WFT 10-K filed Feb 21, 2008.
PART I
 
Item 1.   Business
 
Weatherford International Ltd. (NYSE:WFT) is one of the world’s leading providers of equipment and services used for the drilling, evaluation, completion, production and intervention of oil and natural gas wells. We were originally incorporated in Delaware in 1972, and as a result of our corporate reorganization in 2002, are now incorporated in Bermuda. Many of our businesses, including those of Weatherford Enterra, have been operating for more than 50 years.
 
When referring to Weatherford and using phrases such as “we” and “us,” our intent is to refer to Weatherford International Ltd. and its subsidiaries as a whole or on a regional basis, depending on the context in which the statements are made.
 
We operate in approximately 100 countries through approximately 800 service, sales and manufacturing locations, which are located in nearly all of the oil and natural gas producing regions in the world.
 
We reviewed the presentation of our reporting segments during the first quarter of 2007 in connection with an organizational realignment. Based on this review, we determined that our operational performance is segmented and reviewed on a geographic basis. As a result, we realigned our financial reporting segments and now report the following regions as reporting segments: (1) North America, (2) Latin America, (3) Europe/West Africa/the Commonwealth of Independent States (“CIS”) and (4) Middle East/North Africa/Asia. Our historical segment data previously reported under the Evaluation, Drilling & Intervention Services and Completion & Production Systems divisions have been restated for all periods to conform to the new presentation.
 
Our growth strategy has included a mix of organic product and service development, the acquisition of key technologies, products and services and several notable divestitures. One of our most substantial acquisitions was in August 2005, when we acquired Precision Energy Services and Precision Drilling International. Precision Energy Services broadened our wireline and directional capabilities and strengthened our controlled pressure drilling and testing product lines. Precision Drilling International added land rigs to our portfolio, primarily in the Eastern Hemisphere.
 
Our divestitures include the April 2000 spin-off of our Drilling Products Division to our shareholders through a distribution of the stock of our Grant Prideco, Inc. subsidiary. In February 2001, we completed the merger of essentially all of our Compression Services division into a subsidiary of Universal Compression Holdings, Inc. in exchange for 13.75 million shares of Universal common stock. During 2004 and 2005, we sold our interest in Universal Compression Holdings, Inc. In 2005, we sold our non-core Gas Services International compression fabrication business. In 2007, we approved a plan to sell our oil and gas development and production business. A portion of this business was sold in late 2007, and we expect to complete the sale of the remaining portion during the first half of 2008. Our compression fabrication and oil and gas development businesses have been reflected as discontinued operations in our financial statements.
 
Our principal executive offices are located at 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000, and our Internet address is www.weatherford.com. General information about us, including our Corporate Governance Policies and charters for the committees of our board of directors, can be found on our Web site. On our Web site we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file or furnish them to the SEC. The public may read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains our reports, proxy and information statements, and our other SEC filings. The address of that site is www.sec.gov.
 
The following is a summary of our business strategies and the markets we serve. We have also included a description of our products and services offered and our competitors. Segment financial information appears in “Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 21.”


1


Table of Contents

PART I







 















Item 1.  

Business


 



Weatherford International Ltd. (NYSE:WFT) is one of the
world’s leading providers of equipment and services used
for the drilling, evaluation, completion, production and
intervention of oil and natural gas wells. We were originally
incorporated in Delaware in 1972, and as a result of our
corporate reorganization in 2002, are now incorporated in
Bermuda. Many of our businesses, including those of Weatherford
Enterra, have been operating for more than 50 years.


 



When referring to Weatherford and using phrases such as
“we” and “us,” our intent is to refer to
Weatherford International Ltd. and its subsidiaries as a whole
or on a regional basis, depending on the context in which the
statements are made.


 



We operate in approximately 100 countries through approximately
800 service, sales and manufacturing locations, which are
located in nearly all of the oil and natural gas producing
regions in the world.


 



We reviewed the presentation of our reporting segments during
the first quarter of 2007 in connection with an organizational
realignment. Based on this review, we determined that our
operational performance is segmented and reviewed on a
geographic basis. As a result, we realigned our financial
reporting segments and now report the following regions as
reporting segments: (1) North America, (2) Latin
America, (3) Europe/West Africa/the Commonwealth of
Independent States (“CIS”) and (4) Middle
East/North Africa/Asia. Our historical segment data previously
reported under the Evaluation, Drilling & Intervention
Services and Completion & Production Systems divisions
have been restated for all periods to conform to the new
presentation.


 



Our growth strategy has included a mix of organic product and
service development, the acquisition of key technologies,
products and services and several notable divestitures. One of
our most substantial acquisitions was in August 2005, when we
acquired Precision Energy Services and Precision Drilling
International. Precision Energy Services broadened our wireline
and directional capabilities and strengthened our controlled
pressure drilling and testing product lines. Precision Drilling
International added land rigs to our portfolio, primarily in the
Eastern Hemisphere.


 



Our divestitures include the April 2000 spin-off of our Drilling
Products Division to our shareholders through a distribution of
the stock of our Grant Prideco, Inc. subsidiary. In February
2001, we completed the merger of essentially all of our
Compression Services division into a subsidiary of Universal
Compression Holdings, Inc. in exchange for 13.75 million
shares of Universal common stock. During 2004 and 2005, we sold
our interest in Universal Compression Holdings, Inc. In 2005, we
sold our non-core Gas Services International compression
fabrication business. In 2007, we approved a plan to sell our
oil and gas development and production business. A portion of
this business was sold in late 2007, and we expect to complete
the sale of the remaining portion during the first half of 2008.
Our compression fabrication and oil and gas development
businesses have been reflected as discontinued operations in our
financial statements.


 



Our principal executive offices are located at 515 Post Oak
Boulevard, Suite 600, Houston, Texas 77027. Our telephone
number is
(713) 693-4000,
and our Internet address is www.weatherford.com. General
information about us, including our Corporate Governance
Policies and charters for the committees of our board of
directors, can be found on our Web site. On our Web site we make
available, free of charge, our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file or furnish
them to the SEC. The public may read and copy any materials we
have filed with the SEC at the SEC’s Public Reference Room
at 100 F Street, NE, Room 1580, Washington, DC
20549. Information on the operation of the Public Reference Room
may be obtained by calling the SEC at
1-800-SEC-0330.
The SEC maintains an internet site that contains our reports,
proxy and information statements, and our other SEC filings. The
address of that site is www.sec.gov.


 



The following is a summary of our business strategies and the
markets we serve. We have also included a description of our
products and services offered and our competitors. Segment
financial information appears in “Item 8. Financial
Statements and Supplementary Data — Notes to
Consolidated Financial Statements — Note 21.”





1





Table of Contents







This excerpt taken from the WFT 10-K filed Feb 23, 2007.
PART I
 
Item 1.   Business
 
Weatherford International Ltd. (NYSE:WFT) is one of the world’s leading providers of equipment and services used for the drilling, evaluation, completion, production and intervention of oil and natural gas wells. We were originally incorporated in Delaware in 1972, and as a result of our corporate reorganization in 2002, are now incorporated in Bermuda. Many of our businesses, including those of Weatherford Enterra, have been operating for more than 50 years.
 
We operate in approximately 100 countries through approximately 800 service, sales and manufacturing locations, which are located in nearly all of the oil and natural gas producing regions in the world. We are among the leaders in each of our primary markets, and our distribution and service network is one of the most extensive in the industry.
 
In 2006, we conducted our operations through two principal operating divisions:
 
  •  Evaluation, Drilling & Intervention Services.  This division provides performance drilling and evaluation services, well construction, drilling tools and intervention services. In addition, this division provides light, medium and heavy duty land drilling rigs, drilling and maintenance crews, supervisory personnel and camp and catering services.
 
  •  Completion & Production Systems.  This division provides conventional and intelligent completion systems, all forms of artificial lift systems, injection services, fracturing technologies, production optimization, well services and pipeline services. In addition, this division provides a variety of pumping systems for the energy, industrial, chemical and municipal markets.
 
On January 8, 2007, we created the position of Senior Vice President and Chief Operating Officer. During 2007, in conjunction with this organizational change, we decided to merge our two existing divisions, Evaluation, Drilling & Intervention Services and Completion & Production Systems, into a single operating group.
 
Our growth strategy during the past eight years has included a mix of organic product and service development, the acquisition of key technologies, products and services and several notable divestitures. One of our most substantial acquisitions was in August 2005, when we acquired Precision Energy Services and Precision Drilling International. Precision Energy Services broadened our wireline and directional capabilities and strengthened our controlled pressure drilling and testing product lines. Precision Drilling International added land rigs to our portfolio, primarily in the Eastern Hemisphere.
 
Our divestitures include the April 2000 spin-off of our Drilling Products Division to our shareholders through a distribution of the stock of our Grant Prideco, Inc. subsidiary. In February 2001, we completed the merger of essentially all of our Compression Services division into a subsidiary of Universal Compression Holdings, Inc. in exchange for 13.75 million shares of Universal common stock. During 2004 and 2005, we sold our interest in Universal Compression Holdings, Inc. In 2005, we sold our non-core Gas Services International compression fabrication business. This business has been reflected as a discontinued operation in our financial statements.
 
When referring to Weatherford and using phrases such as “we” and “us,” our intent is to refer to Weatherford International Ltd. and its subsidiaries as a whole or on a divisional basis, depending on the context in which the statements are made.
 
Our principal executive offices are located at 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000, and our Internet address is www.weatherford.com. General information about us, including our Corporate Governance Policies and charters for the committees of our board of directors, can be found on our Web site. On our Web site we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file or furnish them to the SEC.


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Table of Contents

 
The following is a summary of our business strategies and the markets we serve. We have also included a discussion of our divisions, including a description of our products and services offered and our competitors. Divisional and geographic financial information appears in “Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 21.”
 
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