UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
| |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
|
Commission file number 001-34258
WEATHERFORD INTERNATIONAL, INC.
401(k) SAVINGS PLAN
Weatherford International Ltd.
4 – 6 Rue Jean-Francois Bartholoni,
1204 Geneva, Switzerland
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page | |
| 3 | |
| 4 | |
Financial Statements: | |
| 5 | |
| 6 | |
| 7 | |
| Supplemental Schedules: | |
| 15 | |
| 16 |
2
The Benefits Administrative Committee of the
Weatherford International, Inc. 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the Weatherford International, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 2012, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of the Plan's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule H, line 4a, schedule of delinquent participant contributions and schedule H, line 4i, schedule of assets (held at end of year) as of December 31, 2012 and for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Melton & Melton L.L.P.
Houston, Texas
June 25, 2013
3
The Administrative Committee of the
Weatherford International, Inc. 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the Weatherford International, Inc. 401(k) Savings Plan as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2011 and 2010, and the changes in its net assets available for benefits for the year ended December 31, 2011, in conformity with US generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of delinquent participant contributions and assets (held at end of year) as of December 31, 2011 and for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plan's management. The information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Houston, Texas
June 26, 2012
4
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| ASSETS: | ||||||||
Investments, at fair value | $ | 616,625,203 | $ | 538,286,292 | ||||
| Receivables: | ||||||||
Notes receivable from participants | 22,725,306 | 20,379,745 | ||||||
Company contributions | 2,847,710 | 2,061,550 | ||||||
| Participants' contributions | 2,621,844 | 2,012,720 | ||||||
Accrued income | 113,039 | 120,041 | ||||||
Loan repayments | 439,676 | 395,276 | ||||||
| Pending settlement | 359,170 | 226,541 | ||||||
Total Receivables | 29,106,745 | 25,195,873 | ||||||
| NET ASSETS REFLECTING INVESTMENTS AT FAIR VALUE | $ | 645,731,948 | $ | 563,482,165 | ||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (882,810 | ) | (508,428 | ) | ||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 644,849,138 | $ | 562,973,737 | ||||
The accompanying notes are an integral part of these financial statements.
5
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
FOR THE YEAR ENDED DECEMBER 31, 2012
| ADDITIONS: | ||||
Interest income on investments | $ | 4,632 | ||
| Interest income on notes receivable from participants | 927,774 | |||
Dividend income | 13,245,357 | |||
Net appreciation in fair value of collective trusts | 7,798,721 | |||
Net depreciation in fair value of common stock | (21,924,137 | ) | ||
Net appreciation in fair value of mutual funds | 34,190,602 | |||
| 34,242,949 | ||||
| Contributions: | ||||
Participants | 67,253,788 | |||
Company | 34,090,070 | |||
Rollovers | 5,183,810 | |||
| 106,527,668 | ||||
Transfer from other plan | 4,947,744 | |||
Total Additions | 145,718,361 | |||
| DEDUCTIONS: | ||||
Benefits paid to participants and beneficiaries | $ | 63,553,653 | ||
Administrative fees | 289,307 | |||
Total Deductions | 63,842,960 | |||
NET INCREASE | 81,875,401 | |||
| NET ASSETS AVAILABLE FOR BENEFITS, beginning of year | 562,973,737 | |||
| NET ASSETS AVAILABLE FOR BENEFITS, end of year | $ | 644,849,138 | ||
The accompanying notes are an integral part of these financial statements.
6
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 1. | DESCRIPTION OF THE PLAN: |
The following description of the Weatherford International, Inc. 401(k) Savings Plan ("the Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established by the board of directors ("the Board of Directors") of Weatherford International, Inc.
Weatherford International, Inc. is an indirect, wholly-owned subsidiary of Weatherford International Ltd., a Swiss joint-stock corporation ("the Company").
The Board of Directors appointed a committee ("the Benefits Administrative Committee") to administer the Plan. Bank of America, N.A. serves as asset custodian and trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Transfer from Other Plan
Effective September 1, 2012, P Chem, Inc. Employee Retirement Plan (the "P Chem Plan") and its related trust were merged into the Plan and the Plan trust and each employee of the P Chem Plan became eligible to participate in the Plan. The account balances of participants in the P Chem Plan totaling approximately $4.9 million were transferred to and received by the Plan and are included in the Statement of Changes in Net Assets Available for Benefits.
Eligibility
All employees, other than employees who are subject to collective bargaining agreements and have not bargained to participate, employees who are nonresident aliens and receive no U.S.‑source income from the Company and employees who are members of other retirement plans sponsored by the Company or one of its subsidiaries outside the United States or employed by an affiliate company that has not adopted the Plan, are eligible to participate in the Plan on their dates of hire but are not eligible to participate for purposes of the Company's matching or discretionary contributions until the employee has completed one year of continuous service.
Contributions
An eligible employee may elect to contribute by payroll deductions to the Plan on a pre-tax and/or Roth basis subject to certain limitations, up to 50 percent and on an after tax basis, up to 16 percent of his or her considered compensation, as defined by the Plan. In addition, participants may contribute amounts representing rollovers and/or direct transfers from other qualified plans.
Employees who are eligible to make elective deferrals under the Plan and who have attained the age of 50 before the close of the Plan year are permitted to make catch-up contributions subject to certain limitations.
7
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (continued)
The Company automatically deducts and contributes to the Plan 3 percent (2 percent up until September 1, 2012) of the considered compensation for each newly eligible employee who has not voluntarily elected a salary deferral. Effective September 1, 2012, the Company also implemented automatic deductions for employees hired prior to January 1, 2007 who had not voluntarily elected a salary deferral as of that date. No automatic deduction is taken for those employees who have elected to defer a different percentage of covered compensation or for those who have elected not to participate in the salary deferral. In addition, beginning July 1, 2012, for those participants with a pre-tax contribution rate of between 1 percent and 5 percent, their rate will be increased automatically by 1 percent annually to a maximum of 6 percent, unless they elect to opt out of the automatic increase.
The Company shall make matching contributions equal to 100 percent of the participant's pre-tax and/or Roth contributions up to 4 percent of considered compensation, as defined by the Plan, on a plan year basis. Considered compensation used to calculate the Company match includes overtime, bonuses and commissions but does not include relocation, severance pay, or any amounts paid after an employee's severance from employment. The Company, solely at the discretion of the Board of Directors, may make additional discretionary contributions. There were no additional discretionary contributions made for the year ended December 31, 2012.
Participant Accounts
Each participant's account is charged with certain expenses and credited with the participant's contributions, the Company's matching contributions, an allocation of the Company's discretionary contribution, if any, and Plan earnings or losses thereon. Earnings or losses are allocated by investment based on the ratio of the participant's account invested in a particular investment to all participants' accounts in that investment.
Investment Options
Participants may invest in any of sixteen mutual funds, two collective trusts, a money market account and Weatherford International Ltd. registered shares ("Registered Shares"). Each participant who has invested in Registered Shares has the right to vote the shares in his or her account with respect to any matter that comes before the shareholders for a vote.
Vesting
Participants are immediately vested in their elective deferral account, rollovers from other qualified plans, the participant's Company match and discretionary contribution accounts.
Notes Receivable from Participants
Participants may borrow from their vested account balances a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding loan balance in the preceding one year period or one half of the fair market value of the participant's vested account balance. Loan maturity dates range from one year to five years except when the loan is used to purchase a participant's principal residence. In the case of home loans, all such loans are required to be repaid within ten years. The loans are fully secured by a pledge of the participant's vested account balance and bear interest at the prime rate as reported in The Wall Street Journal at the date of the loan plus 1% or at a rate determined by the Benefits Administrative Committee.
Withdrawals and Terminations
A participant may withdraw the value of his or her after-tax contributions or rollover contributions from the Plan at any time and for any reason during the year, with a minimum withdrawal of $500. The participant's pre-tax contributions, Roth contributions and Company contributions will be available to a participant who has attained age 59-1/2 or in the event of severe and immediate financial hardship. Withdrawals based on financial hardship result in a suspension of participant contributions for 6 months.
8
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (continued)
In the event of normal retirement, total and permanent disability or death while actively employed, the full value of the participant's account balance will be made available to the participant or his or her beneficiary as a lump sum. Upon termination of employment, the participant's entire account balance will be available for withdrawal. If a participant has not elected otherwise, all mandatory distributions less than $1,000 are paid directly to the participant, while those in excess of $1,000, but not greater than $5,000, are automatically rolled-over into individual retirement accounts selected by the Benefits Administrative Committee. Certain benefits related to other forms of payment are protected by the Plan.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: |
Basis of Accounting
The accompanying financial statements are prepared and presented in accordance with the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and schedules. Actual results could differ from those estimates.
Valuation of Investments
The Plan's investments are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 4 for further discussion of fair value measurements.
Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Invesco Stable Value Retirement Fund, a collective trust, invests in fully benefit-responsive investment contracts. The Statements of Net Assets Available for Benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2012 or 2011. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Income Recognition
Interest and dividend income is recorded when earned. Purchases and sales of securities are recorded on a trade-date basis. Realized gains (losses) on the sale of investments and unrealized appreciation (depreciation) in the fair value of investments are shown as net appreciation (depreciation) in
fair value of collective trusts, common stock and mutual funds on the Statement of Changes in Net Assets Available for Benefits. No dividends were paid on the Company's Registered Shares during 2012.
9
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (continued)
Payment of Benefits
Benefits are recorded when paid.
Expenses of the Plan
Recordkeeping fees for the Plan and fees for certain other services such as mailers, etc. are paid for by the revenue sharing from plan investments. Other administrative fees incurred by the Plan are paid by the Company, except for participant loan fees, which are paid from the account of the participant requesting the loan.
| 3. | INVESTMENTS: |
Individual investments that represent 5 percent or more of the Plan's net assets available for benefits at December 31, 2012 and 2011 are as follows:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Invesco Stable Value Retirement Fund (stated at contract value) | $ | 104,722,401 | $ | 101,685,631 | ||||
Registered Shares of Weatherford International Ltd. | 79,358,480 | 90,644,018 | ||||||
| BlackRock Equity Index Non-Lendable Fund | 60,901,083 | — | ||||||
| PIMCO Total Return Fund | 58,061,911 | 49,751,888 | ||||||
| MFS International New Discovery Fund | 46,670,263 | — | ||||||
| Merrill Lynch Equity Index Trust | — | 45,072,712 | ||||||
| American Beacon Small Cap Value Fund | 37,331,725 | — | ||||||
Davis New York Venture Fund | 36,390,527 | 33,275,811 | ||||||
| Thornburg International Value Fund | 34,629,362 | — | ||||||
| Goldman Sachs Mid Cap Value Fund | — | 32,140,965 | ||||||
The fair value of the Invesco Stable Value Retirement Fund totaled $105,605,211 and $102,194,059 at December 31, 2012 and 2011, respectively.
| 4. | FAIR VALUE MEASUREMENTS: |
Accounting Standards Codification 820 Fair Value Measurements and Disclosures ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from independent sources (observable inputs) and an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
10
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (continued)
Level 3 — Inputs that are both significant to the fair value measurement and unobservable.
In accordance with ASC 820, the following table presents the Company's assets that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2012 and 2011:
| Assets at Fair Value as of December 31, 2012 | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
Money market fund | $ | 6,367,053 | $ | — | $ | 6,367,053 | ||||||
| Mutual funds: | ||||||||||||
| Domestic small/mid cap growth | 15,518,295 | — | 15,518,295 | |||||||||
| Domestic small/mid cap value | 68,076,794 | — | 68,076,794 | |||||||||
| Domestic small/mid cap blend | 16,056,688 | — | 16,056,688 | |||||||||
| Domestic large cap growth | 15,593,163 | — | 15,593,163 | |||||||||
| Domestic large cap blend | 36,390,527 | — | 36,390,527 | |||||||||
| Domestic large cap value | 7,184,827 | — | 7,184,827 | |||||||||
| Domestic/foreign allocation | 52,777,738 | — | 52,777,738 | |||||||||
Foreign stock | 81,299,625 | — | 81,299,625 | |||||||||
| Fixed income | 70,339,354 | — | 70,339,354 | |||||||||
Other | 1,156,365 | — | 1,156,365 | |||||||||
| Common stock(a) | 79,358,480 | — | 79,358,480 | |||||||||
| Collective trusts: | ||||||||||||
| Stable value(b) | — | 105,605,211 | 105,605,211 | |||||||||
| Large cap blend(c) | — | 60,901,083 | 60,901,083 | |||||||||
Total assets at fair value | $ | 450,118,909 | $ | 166,506,294 | $ | 616,625,203 | ||||||
| Assets at Fair Value as of December 31, 2011 | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
Money market fund | $ | 2,154,594 | $ | — | $ | 2,154,594 | ||||||
| Mutual funds: | ||||||||||||
| Domestic small/mid cap growth | 13,046,701 | — | 13,046,701 | |||||||||
| Domestic small/mid cap value | 55,775,451 | — | 55,775,451 | |||||||||
| Domestic small/mid cap blend | 19,663,516 | — | 19,663,516 | |||||||||
| Domestic large cap growth | 11,869,487 | — | 11,869,487 | |||||||||
| Domestic large cap blend | 33,275,811 | — | 33,275,811 | |||||||||
| Domestic/foreign allocation | 49,240,172 | — | 49,240,172 | |||||||||
| Foreign stock | 54,520,730 | — | 54,520,730 | |||||||||
| Fixed income | 57,812,582 | — | 57,812,582 | |||||||||
| Other | 617,670 | — | 617,670 | |||||||||
| Common stock(a) | 90,644,018 | — | 90,644,018 | |||||||||
| Collective trusts: | ||||||||||||
| Stable value(b) | — | 102,194,059 | 102,194,059 | |||||||||
| Large cap blend(c) | — | 45,072,711 | 45,072,711 | |||||||||
| Large cap value | — | 2,398,790 | 2,398,790 | |||||||||
Total assets at fair value | $ | 388,620,732 | $ | 149,665,560 | $ | 538,286,292 | ||||||
11
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (continued)
| (a) | The investments in common stocks are all Weatherford International Ltd. registered shares. |
| (b) | This category includes a collective trust that is designed to provide preservation of capital, liquidity and current income at levels that are typically higher than those provided by money market funds. The trust invests primarily in synthetic guaranteed investment contracts and a short-term investment fund. Participant-directed redemptions have no restrictions; however, the Plan is subject to a twelve month put on the fund if redemption is initiated. For further discussion of the value of the trust, see Note 2. |
| (c) | This category includes a collective trust that is designed to provide investment results that, before expenses, replicate the total return of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"). The trust invests primarily in a portfolio of equity securities designed to substantially equal the performance of the S&P 500 Index. There are currently no redemption restrictions on this investment. The fair value of the investment in this category has been estimated using the net asset value per share. |
Common stocks are valued at the closing price reported on the active market on which the individual securities are traded. Money market and mutual funds are valued at the net asset value ("NAV") of shares held by the Plan at year end.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used at December 31, 2012 and 2011.
5. RISKS AND UNCERTAINTIES:
The Plan provides for various investments in collective trusts, money market, mutual funds and common stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.
As of December 31, 2012, the Plan was a holder of 87 percent of the assets held by the BlackRock Equity Index Non-Lendable Fund.
6. RELATED PARTY TRANSACTIONS:
Certain investments of the Plan are maintained by Bank of America, N.A. Bank of America, N.A. is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan's assets are invested in the Company's Registered Shares. Because the Company is the Plan Sponsor, transactions involving the Company's Registered Shares qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules.
7. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA.
12
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (continued)
8. TAX STATUS:
The Plan received a determination letter from the Internal Revenue Service ("IRS") dated September 17, 2012 stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator has indicated that the Plan's operations are in compliance with the Code.
Accounting principles generally accepted in the United States require Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012 and 2011, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by US taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2012 and 2011 to the Form 5500:
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Net assets available for benefits per the financial statements | $ | 644,849,138 | $ | 562,973,737 | ||||
Amounts allocated to withdrawing participants | (97,833 | ) | (88,824 | ) | ||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts | 882,810 | 508,428 | ||||||
| Net assets available for benefits per the Form 5500 | $ | 645,634,115 | $ | 563,393,341 | ||||
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements for the year ended December 31, 2012 to the Form 5500:
| Net increase in net assets available for benefits per the financial statements | $ | 81,875,401 | ||
| Amounts allocated to withdrawing participants at December 31, 2012 | (97,833 | ) | ||
| Amounts allocated to withdrawing participants at December 31, 2011 | 88,824 | |||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2012 | 882,810 | |||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2011 | (508,428 | ) | ||
| Net increase in net assets available for benefits per Form 5500 | $ | 82,240,774 |
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2012 and 2011, but not yet paid as of that date.
The accompanying financial statements present fully benefit-responsive contracts at contract value. The Form 5500 requires fully benefit-responsive contracts to be reported at fair value.
13
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (continued)
10. SUBSEQUENT EVENTS:
Effective April 1, 2013, the Plan Sponsor converted from a Delaware corporation to a Delaware limited liability company and has accordingly changed its name from "Weatherford International, Inc." to "Weatherford International, LLC". The Plan shall henceforth be known as the "Weatherford International, LLC 401(k) Savings Plan".
On April 4, 2013, the Benefits Administrative Committee voted to replace the Davis New York Venture Fund ("the Davis Fund") with the Oakmark Fund as an investment option effective July 1, 2013. Investments in the Davis Fund will be liquidated on June 28, 2013 and automatically invested in the Oakmark Fund unless participants select alternate investment choices.
14
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
EIN: 04-2515019 PN: 002
FOR THE YEAR ENDED DECEMBER 31, 2012
Participant Contributions Transferred Late to the Plan | Total that Constitutes Nonexempt Prohibited Transactions | Total Fully Corrected Under VFCP and PTE 2002-51 | |||||||
Check here if late participant loan repayments are included: | Contributions Not Corrected | Contributions Corrected Outside VFCP | Contributions Pending Correction in VFCP | ||||||
| $ | 8,012* | $ | 8,012* | ||||||
* Represents delinquent participant contributions from 2011. The Company remitted lost earnings and filed the required Form 5330 in 2012.
15
WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
EIN: 04-2515019 PN: 002
DECEMBER 31, 2012
| Principal Number | |||||||||||
| (a) | (b) Identity of Issue | (c) Description of Investment | of Units/Shares | (e) Current Value | |||||||
| COLLECTIVE TRUSTS: | |||||||||||
| BlackRock | BlackRock Equity Index Non-Lendable Fund | 5,889,853 | $ | 60,901,083 | |||||||
| Invesco | Invesco Stable Value Retirement Fund | 104,722,401 | 105,605,211 | ||||||||
| Total collective trusts | 166,506,294 | ||||||||||
| MUTUAL FUNDS: | |||||||||||
| American Beacon | American Beacon Small Cap Value Fund | 1,752,663 | 37,331,725 | ||||||||
| American Funds | American Funds Growth Fund of America | 454,082 | 15,593,163 | ||||||||
| American Funds | American Washington Mutual Investors Fund | 230,209 | 7,184,827 | ||||||||
| Baron Capital Growth | Baron Growth Fund | 54,226 | 2,931,477 | ||||||||
| BlackRock | BlackRock Global Allocation Fund | 1,184,707 | 23,492,744 | ||||||||
| Davis Funds | Davis New York Venture Fund | 1,035,292 | 36,390,527 | ||||||||
| E.I.I. | Ell Global Property Fund | 68,102 | 1,156,365 | ||||||||
| Fidelity Investments | Fidelity Advisor Small Cap Fund | 670,146 | 16,056,688 | ||||||||
| Goldman Sachs | Goldman Sachs Growth Opportunities Fund | 509,382 | 12,586,818 | ||||||||
| Goldman Sachs | Goldman Sachs High Yield Fund | 505,401 | 3,694,482 | ||||||||
| Goldman Sachs | Goldman Sachs Mid Cap Value Fund | 782,516 | 30,745,069 | ||||||||
| Invesco | Invesco Van Kampen Equity and Income Fund | 3,186,615 | 29,284,994 | ||||||||
| MFS | MFS International New Discovery Fund | 1,947,841 | 46,670,263 | ||||||||
| PIMCO | PIMCO Total Return Fund | 5,165,650 | 58,061,911 | ||||||||
| Thornburg | Thornburg International Value Fund | 1,267,082 | 34,629,362 | ||||||||
| Vanguard | Vanguard Inflation-Protected Securities Fund | 738,637 | 8,582,961 | ||||||||
| Total mutual funds | 364,393,376 | ||||||||||
| COMMON STOCK: | |||||||||||
| * | Weatherford International Ltd. | Registered Shares of Weatherford International Ltd. | 7,091,911 | 79,358,480 | |||||||
| Total common stocks | 79,358,480 | ||||||||||
| OTHER: | |||||||||||
| * | Bank of America, N.A. | Retirement Bank Account (RBA) | 6,269,195 | 6,269,195 | |||||||
| * | Bank of America, N.A. | Cash, interest-bearing | 97,858 | ||||||||
| * | Participant loans | Interest rates ranging from 4.25% to 9.25% with varying maturity dates | 22,725,306 | ||||||||
| Total assets | $ | 639,350,509 | |||||||||
* Party in interest.
Column (d) Cost was omitted as all investments are participant-directed.
16
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Administrative Committee, which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| WEATHERFORD INTERNATIONAL, INC. | ||
| 401(k) SAVINGS PLAN | ||
| Date: June 25, 2013 | /s/ Kathy Bauer______________________ | |
| Kathy Bauer | ||
| Director of Benefits and Chairman of the Benefits Administrative Committee for Weatherford International, Inc. and Weatherford International Ltd. |
17
INDEX TO EXHIBITS
| Exhibit | |
Number | Description |
| 23.1 | Consent of Melton & Melton, L.L.P., Independent Registered Public Accounting Firm |
| 23.2 | Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm |
18