UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2018
Weatherford International public limited company
(Exact name of registrant as specified in its charter)
Ireland | 001-36504 | 98-0606750 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Weststrasse 1, 6340 Baar, Switzerland | CH 6340 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +41.22.816.1500
N/A | ||||
(Former Name or Former Address, if Changed Since Last Report) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 | Regulation FD Disclosure. |
At the end of the third quarter of 2017, Weatherford International plc (the "Company") announced a change in organizational structure, which was implemented in the fourth quarter as part of its transformation to flatten the organization structure, reduce costs and accelerate decision-making processes. As a result, beginning with the press release announcing the Company's fourth quarter of 2017 results and its Annual Report on Form 10-K for the year ended December 31, 2017, the Company will report its financial performance based on two reportable segments, the Western Hemisphere and Eastern Hemisphere, and analyze segment operating income as the measure of segment profitability. Research and development expenses are included in the Western and Eastern Hemisphere segment operating income.
The Western Hemisphere segment represents the prior North America and Latin America segments as well as land drilling rigs operations in Colombia and Mexico. The Eastern Hemisphere segment represents the prior MENA/Asia Pacific segment and Europe/SSA/Russia segments as well as land drilling rigs operations in the Eastern Hemisphere. The Company has revised its segment reporting to reflect the current management approach and recast prior periods to conform to the current segment presentation.
Corporate and other expenses that do not individually meet the criteria for segment reporting continue to be reported separately as Corporate expenses.
See Exhibit 99.1 for more details about the new segment structure and recasted quarterly segment financial results.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. | |
(d) | Exhibits | |
The exhibits listed below are furnished pursuant to Item 9.01 of this Form 8-K.
Exhibit Number | Exhibit Description | |
99.1 | Weatherford Reporting Segments Presentation | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Weatherford International plc | |
Date: January 29, 2018 | |
/s/ Christoph Bausch | |
Christoph Bausch | |
Executive Vice President and Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
Weatherford Reporting Segments Presentation | ||
Exhibit 99.1
©2018 Weatherford International plc. All rights reserved.
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1. Western Hemisphere includes North America, Latin America and Rigs located in Colombia and Mexico
2. Eastern Hemisphere includes MENA/Asia Pacific, Europe/SSA/Russia and Rigs located in the Eastern Hemisphere
Prior (Unaudited)
(Dollars in millions) 2016 2017
1Q 2Q 3Q 4Q FY 1Q 2Q 3Q
North America $ 543 $ 401 $ 449 $ 485 $ 1,878 $ 490 $ 475 $ 538
MENA/Asia Pacific 361 400 329 363 1,453 321 340 335
Europe/SSA/Russia 257 243 225 214 939 244 244 252
Latin America 305 249 255 250 1,059 242 203 229
Subtotal 1,466 1,293 1,258 1,312 5,329 1,297 1,262 1,354
Land Drilling Rigs 119 109 98 94 420 89 101 106
Total Net Revenues $ 1,585 $ 1,402 $ 1,356 $ 1,406 $ 5,749 $ 1,386 $ 1,363 $ 1,460
Current (Unaudited)
2016 2017
1Q 2Q 3Q 4Q FY 1Q 2Q 3Q
Western Hemisphere $ 852 $ 650 $ 704 $ 736 $ 2,942 $ 733 $ 678 $ 767
Eastern Hemisphere 733 752 652 670 2,807 653 685 693
Total Net Revenues $ 1,585 $ 1,402 $ 1,356 $ 1,406 $ 5,749 $ 1,386 $ 1,363 $ 1,460
* Under the new segment reporting structure, R&D expenses are included in the operating loss of the Western and Eastern Hemisphere segments
**Adjustment excludes the first quarter 2016 charges on the Zubair contract of $52 million and the second quarter income on the Zubair contract of $50 million related to MENA/Asia Pacific
Prior GAAP segment operating loss was $(157) million for the first quarter of 2016, $(66) million for the second quarter of 2016 and $(410) million for FY 2016.
Recasted GAAP segment operating loss is $(202) million for the first quarter of 2016, $(107) million for the second quarter of 2016 and $(569) million for FY 2016.
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Prior (Unaudited)
(Dollars in millions) 2016 2017
1Q 2Q 3Q 4Q FY 1Q 2Q 3Q
North America $ (128) $ (101) $ (95) $ (58) $ (382) $ (18) $ 2 $ 33
MENA/Asia Pacific** 6 - (8) 9 7 (3) 9 8
Europe/SSA/Russia (1) 1 (3) (8) (11) (10) 5 14
Latin America 44 1 14 6 65 9 (35) (5)
Subtotal (79) (99) (92) (51) (321) (22) (19) 50
Land Drilling Rigs (26) (17) (19) (25) (87) (30) (20) (16)
Adjusted Segment Operating Income (Loss)** (105) (116) (111) (76) (408) (52) (39) 34
Research and Development* (45) (41) (33) (40) (159) (39) (36) (42)
Corporate Expenses* (43) (34) (30) (32) (139) (33) (33) (28)
Other Charges, Net (254) (269) (771) (251) (1,545) (72) (19) (28)
Total Operating Loss $ (447) $ (460) $ (945) $ (399) $ (2,251) $ (196) $ (127) $ (64)
Current (Unaudited) 2016 2017
1Q 2Q 3Q 4Q FY 1Q 2Q 3Q
Western Hemisphere* $ (110) $ (123) $ (102) $ (74) $ (409) $ (31) $ (52) $ 3
Eastern Hemisphere* (40) (34) (42) (42) (158) (60) (23) (11)
Adjusted Segment Operating Loss** (150) (157) (144) (116) (567) (91) (75) (8)
Corporate Expenses* (43) (34) (30) (32) (139) (33) (33) (28)
Other Charges, Net (254) (269) (771) (251) (1,545) (72) (19) (28)
Total Operating Loss $ (447) $ (460) $ (945) $ (399) $ (2,251) $ (196) $ (127) $ (64)
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Prior (Unaudited)
(Dollars in millions) 2016 2017
1Q 2Q 3Q 4Q FY 1Q 2Q 3Q
North America $ 54 $ 58 $ 55 $ 41 $ 208 $ 40 $ 40 $ 39
MENA/Asia Pacific 61 60 60 52 233 51 51 49
Europe/SSA/Russia 48 48 45 41 182 39 39 36
Latin America 61 56 56 55 228 51 48 49
Land Drilling Rigs 22 23 22 22 89 24 23 23
Research and Development and Corporate* 4 4 4 4 16 3 3 3
Total Depreciation and Amortization $ 250 $ 249 $ 242 $ 215 $ 956 $ 208 $ 204 $ 199
Current (Unaudited)
2016 2017
1Q 2Q 3Q 4Q FY 1Q 2Q 3Q
Western Hemisphere $ 117 $ 116 $ 114 $ 99 $ 446 $ 91 $ 92 $ 89
Eastern Hemisphere 131 130 126 114 501 115 111 108
Corporate* 2 3 2 2 9 2 1 2
Total Depreciation and Amortization $ 250 $ 249 $ 242 $ 215 $ 956 $ 208 $ 204 $ 199
*Under the new segment reporting structure, R&D depreciation is included in the Western and Eastern Hemisphere segments
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