UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-13086
WEATHERFORD INTERNATIONAL, INC.
--------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 04-2515019
------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Post Oak Boulevard, Suite 600, Houston, Texas 77027-3415
- ------------------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(713) 693-4000
--------------------------------------------------
(Registrant's telephone number, include area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Title of Class Outstanding at August 9, 2002
-------------- -----------------------------
Common Stock, par value $1.00 130,127,314
Registrant meets the conditions set forth in General Instructions H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
EXPLANATORY STATEMENT
On June 26, 2002, Weatherford International Ltd., a Bermuda exempted
company (which we refer to as Weatherford Bermuda in this explanatory
statement), became the parent holding company of Weatherford International,
Inc., a Delaware Corporation (which we refer to as Weatherford Delaware in this
explanatory statement) as the result of a corporate reorganization effected
through the merger of a subsidiary with and into Weatherford Delaware.
Weatherford Delaware common stock ceased to be publicly traded. Each share of
Weatherford Delaware issued immediately prior to the effective time of the
merger automatically converted into the right to receive a common share of
Weatherford Bermuda. Thus, the stockholders of Weatherford Delaware became the
shareholders of Weatherford Bermuda which, together with its subsidiaries,
continues to be engaged in the same business that Weatherford Delaware and its
subsidiaries were engaged in before the merger. For periods subsequent to June
26, 2002, please also refer to the periodic and other reports filed with the
Securities and Exchange Commission by Weatherford Bermuda (Commission File No.
001-31339) subsequent to June 26, 2002.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2002 2001
------------ ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and Cash Equivalents ................................................. $ 48,410 $ 88,832
Accounts Receivable, Net of Allowance for Uncollectible
Accounts of $18,204 and $18,021, Respectively ........................... 516,316 462,145
Inventories ............................................................... 528,452 504,986
Receivable from Parent .................................................... 224 --
Prepaids .................................................................. 44,657 33,088
Other Current Assets ...................................................... 134,368 142,282
------------ ------------
1,272,427 1,231,333
------------ ------------
Property, Plant and Equipment, Net ........................................... 1,077,913 1,039,616
Goodwill, Net ................................................................ 1,401,542 1,383,272
Other Intangible Assets, Net ................................................. 255,440 104,825
Equity Investments in Unconsolidated Affiliates .............................. 10,643 483,038
Shares Held in Parent ........................................................ 266,330 --
Long-Term Note Receivable from Parent ........................................ 299,063 --
Other Assets ................................................................. 51,172 54,278
------------ ------------
$ 4,634,530 $ 4,296,362
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-Term Borrowings and Current Portion of Long-Term Debt ............... $ 315,648 $ 190,229
Accounts Payable .......................................................... 190,690 219,630
Other Current Liabilities ................................................. 329,336 349,738
------------ ------------
835,674 759,597
------------ ------------
Long-Term Debt ............................................................... 571,244 572,733
Zero Coupon Convertible Senior Debentures .................................... 532,429 524,561
Deferred Tax Liabilities ..................................................... 95,792 94,967
Other Liabilities ............................................................ 96,758 103,764
5% Convertible Subordinated Preferred
Equivalent Debentures ..................................................... 402,500 402,500
Commitments and Contingencies
Stockholders' Equity:
Common Stock, $1 Par Value, Authorized 250,000 Shares, Issued 130,127
and 129,852 Shares, Respectively ........................................ 130,127 129,852
Capital in Excess of Par Value ............................................ 1,970,251 1,912,528
Treasury Stock, Net ....................................................... -- (294,986)
Retained Earnings ......................................................... 165,674 268,050
Accumulated Other Comprehensive Loss ...................................... (165,919) (177,204)
------------ ------------
2,100,133 1,838,240
------------ ------------
$ 4,634,530 $ 4,296,362
============ ============
</Table>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------------------- ----------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues:
Products .......................................... $ 301,804 $ 241,864 $ 570,979 $ 475,738
Services and Rentals .............................. 292,062 331,136 591,136 623,420
----------- ----------- ----------- -----------
593,866 573,000 1,162,115 1,099,158
Costs and Expenses:
Cost of Products .................................. 195,164 149,472 375,348 303,508
Cost of Services and Rentals ...................... 202,080 208,249 397,573 396,227
Research and Development .......................... 18,539 12,022 35,523 22,258
Selling, General and Administrative Attributable
to Segments ..................................... 89,501 90,751 172,426 175,152
Corporate General and Administrative .............. 14,806 9,947 24,086 19,666
Equity in Earnings of Unconsolidated Affiliates ... (6,137) (5,003) (12,990) (7,761)
Loss on Sale to Parent ............................ 186,460 -- 186,460 --
----------- ----------- ----------- -----------
Operating Income (Loss) ................................ (106,547) 107,562 (16,311) 190,108
----------- ----------- ----------- -----------
Other Income (Expense):
Interest Expense, Net ............................. (20,041) (17,724) (40,997) (32,105)
Interest Income from Parent ....................... 224 -- 224 --
Other, Net ........................................ (1,215) (233) (1,974) (414)
----------- ----------- ----------- -----------
Income (Loss) Before Income Taxes ...................... (127,579) 89,605 (59,058) 157,589
Provision for Income Taxes ............................. (20,016) (33,169) (43,318) (57,643)
----------- ----------- ----------- -----------
Net Income (Loss) ...................................... $ (147,595) $ 56,436 $ (102,376) $ 99,946
=========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
SIX MONTHS
ENDED JUNE 30,
------------------------------
2002 2001
------------ ------------
Cash Flows from Operating Activities:
Net Income (Loss) ................................................ $ (102,376) $ 99,946
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by Operating Activities:
Depreciation and Amortization ................................. 103,340 97,387
Amortization of Original Issue Discount ....................... 7,868 7,637
Equity in Earnings of Unconsolidated Affiliates ............... (12,990) (7,761)
Loss on Sale to Parent ........................................ 186,460 --
Deferred Income Tax Provision (Benefit) ....................... 2,927 (4,743)
Interest Charged to Parent .................................... (224) --
Gain on Sales of Assets ....................................... (5,260) (6,142)
Change in Operating Assets and Liabilities, Net of Effect
of Businesses Acquired ...................................... (102,268) (143,506)
------------ ------------
Net Cash Provided by Operating Activities ................... 77,477 42,818
------------ ------------
Cash Flows from Investing Activities:
Acquisition of Businesses, Net of Cash Acquired .................. (18,130) (186,592)
Capital Expenditures for Property, Plant and Equipment ........... (124,842) (153,909)
Acquisition of License ........................................... (65,000) --
Acquisition of Minority Interest ................................. -- (206,500)
Capital Contribution to Parent ................................... (12) --
Proceeds from Sales of Assets .................................... 19,934 12,672
------------ ------------
Net Cash Used by Investing Activities ....................... (188,050) (534,329)
------------ ------------
Cash Flows from Financing Activities:
Borrowings on Short-Term Debt, Net ............................... 104,731 377,073
Repayments of Long-Term Debt, Net ................................ (5,735) (6,065)
Repayment on Asset Securitization ................................ (50,090) --
Proceeds from Exercise of Stock Options .......................... 23,946 7,115
Acquisition of Treasury Stock .................................... (1,850) (2,304)
Other ............................................................ (851) --
------------ ------------
Net Cash Provided by Financing Activities ................... 70,151 375,819
------------ ------------
Net Decrease in Cash and Cash Equivalents .......................... (40,422) (115,692)
Cash and Cash Equivalents at Beginning of Period ................... 88,832 153,808
------------ ------------
Cash and Cash Equivalents at End of Period ......................... $ 48,410 $ 38,116
============ ============
Supplemental Cash Flow Information:
Interest Paid .................................................... $ 36,369 $ 23,160
Income Taxes Paid, Net of Refunds ................................ 19,458 37,822
</Table>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------------------- ----------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net Income (Loss) ................................ $ (147,595) $ 56,436 $ (102,376) $ 99,946
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustment ..... 29,548 (9,468) 11,285 (29,338)
----------- ----------- ----------- -----------
Comprehensive Income (Loss) ...................... $ (118,047) $ 46,968 $ (91,091) $ 70,608
=========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
Effective June 26, 2002, Weatherford International, Inc. became a wholly
owned subsidiary of Weatherford International Ltd. (the "Parent"), a newly
formed Bermuda company, following a corporate reorganization (See Note 2). At
the time of the corporate reorganization, Weatherford International, Inc.'s
common stock, $1.00 par value ("Common Stock") ceased to be publicly traded. The
condensed consolidated financial statements of Weatherford International, Inc.
and subsidiaries (the "Company") included herein are unaudited; however, they
include all adjustments of a normal recurring nature which, in the opinion of
management, are necessary to present fairly the Company's Condensed Consolidated
Balance Sheet at June 30, 2002, Condensed Consolidated Statements of Operations
and Condensed Consolidated Statements of Comprehensive Income (Loss) for the
three and six months ended June 30, 2002 and 2001, and Condensed Consolidated
Statements of Cash Flows for the six months ended June 30, 2002 and 2001.
Although the Company believes that the disclosures in these financial statements
are adequate to make the interim information presented not misleading, certain
information relating to the Company's organization and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States has been condensed or omitted
in this Form 10-Q pursuant to Securities and Exchange Commission rules and
regulations. These financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31, 2001
and the notes thereto included in the Company's Annual Report on Form 10-K. The
results of operations for the three and six month periods ended June 30, 2002
are not necessarily indicative of the results expected for the full year.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
certain estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Certain reclassifications of prior year balances have been made to conform
such amounts to corresponding current year classifications.
2. CORPORATE REORGANIZATION
Effective June 26, 2002, the Company became a wholly owned subsidiary of
Weatherford International Ltd., a newly formed Bermuda company following a
corporate reorganization. The reorganization was accomplished through a merger
of a newly formed subsidiary into the Company. The Company, the surviving
entity, continues to exist as an indirect, wholly owned subsidiary of the
Parent. The Parent and its subsidiaries continue to conduct the business
previously conducted by the Company. The reorganization has been accounted for
as a reorganization of entities under common control.
Upon consummation of the reorganization, the Common Stock ceased to be
publicly traded and automatically converted into the right to receive the
Parent's common shares. The shares previously recorded as Treasury Stock, Net on
the Company's Condensed Consolidated Balance Sheet are now presented as Shares
Held in Parent.
In conjunction with the merger, Parent fully and unconditionally guaranteed
the following obligations of the Company: (1) the three-year multi-currency
revolving credit facility, (2) the five-year unsecured credit agreement, (3) the
$200.0 million, 7 1/4% Senior Notes due 2006 (the "7 1/4% Senior Notes"), (4)
the $350.0 million, 6 5/8% Senior Notes due 2011, (5) the Zero Coupon
Convertible Senior Debentures due 2020 (the "Zero Coupon Debentures") and (6)
the 5% Convertible Subordinated Preferred Equivalent Debentures due 2027 (the
"Convertible Preferred Debentures"). In addition, Weatherford International,
Inc. and Parent fully and unconditionally guaranteed certain domestic
subsidiaries' performance obligations relating to the asset securitization (See
Note 7), including their payment obligations.
The Company incurred $4.5 million, $3.0 million after taxes, in expenses
during the three and six months ended June 30, 2002 related to the
reorganization. The transaction expenses relate to professional services and are
reflected in Corporate General and Administrative Expenses in the accompanying
Condensed Consolidated Statements of Operations.
5
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3. SALE OF INVESTMENT
Effective June 26, 2002, WEUS Holding, Inc., a wholly owned subsidiary of
the Company, sold its equity investment in Universal Compression Holdings, Inc.
("Universal") to Parent for a note receivable of $299.1 million, the fair market
value at the date of sale. The difference between the carrying value and fair
market value at the date of sale is recorded as Loss on Sale to Parent on the
accompanying Condensed Consolidated Statements of Operations; however, as this
is a transfer of assets among related parties under common control, no loss was
recorded in the consolidated financial statements of Weatherford International
Ltd.
Interest income of $0.2 million related to the note is reflected in
Interest Income from Parent in the accompanying Condensed Consolidated
Statements of Operations.
4. GOODWILL
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 provides for the non-amortization of goodwill
and other intangible assets with indefinite lives and requires that such assets
be tested for impairment at least on an annual basis. The Company adopted SFAS
No. 142 effective January 1, 2002 and has applied the non-amortization
provision. During the second quarter of 2002, the Company completed the
transitional goodwill impairment test prescribed in SFAS No. 142 with respect to
existing goodwill at the date of adoption. The transitional goodwill impairment
test involved a comparison of the fair value of each of the Company's reporting
units, as defined under SFAS 142, with its carrying amount. As the carrying
amount of each reporting unit did not exceed its fair value, none of the
Company's goodwill was impaired.
The following table provides comparative net income (loss) information had
the non-amortization provision been in effect for all periods presented:
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------------ ------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(in thousands)
Reported net income (loss) ............... $ (147,595) $ 56,436 $ (102,376) $ 99,946
Goodwill amortization, net of taxes ...... -- 8,744 -- 17,077
------------ ------------ ------------ ------------
Adjusted net income (loss) ............... $ (147,595) $ 65,180 $ (102,376) $ 117,023
============ ============ ============ ============
</Table>
5. INTANGIBLE ASSETS
The Company has trademarks associated with its 2001 acquisition of the
Johnson Screens division from Vivendi Environnement, which are considered to
have indefinite lives as the Company has the ability and intent to renew
indefinitely. These trademarks are classified in Other Intangible Assets, Net on
the accompanying Condensed Consolidated Balance Sheets and had a carrying value
of $8.0 million at June 30, 2002 and $9.7 million at December 31, 2001. The
estimated fair market value of intangible assets obtained through acquisitions
are based on preliminary information which is subject to change when final
valuations are obtained.
6
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Company amortizes identifiable intangible assets, excluding goodwill
and indefinite-lived intangibles, on a straight-line basis over the years
expected to be benefited, ranging from 3 to 20 years. The components of these
other intangible assets are as follows:
<Table>
<Caption>
JUNE 30, 2002 DECEMBER 31, 2001
----------------------------------- ---------------------------------
CARRYING ACCUMULATED CARRYING ACCUMULATED
VALUE AMORTIZATION NET VALUE AMORTIZATION NET
-------- ------------ -------- -------- ------------ -------
(in thousands)
Patents ................ $ 69,275 $(11,928) $ 57,347 $ 62,135 $ (9,623) $52,512
Licenses ............... 188,213 (8,616) 179,597 35,915 (5,929) 29,986
Covenants not to
compete .............. 16,361 (6,879) 9,482 16,255 (5,364) 10,891
Other ................... 1,550 (536) 1,014 2,423 (697) 1,726
-------- -------- -------- -------- -------- -------
$275,399 $(27,959) $247,440 $116,728 $(21,613) $95,115
======== ======== ======== ======== ======== =======
</Table>
Amortization expense was $4.0 million and $6.3 million for the three and
six months ended June 30, 2002, respectively. Estimated amortization expense for
the carrying amount of intangible assets as of June 30, 2002 is expected to be
$9.4 million for the remainder of 2002, $18.0 million for 2003, $17.7 million
for 2004, $16.9 million for 2005 and $15.9 million for 2006.
On March 1, 2002, the Company obtained a worldwide license to Shell
Technology Ventures' ("Shell") expandable technology. Expandable technology
refers to both slotted and solid expandables, related tools and accessories and
specialized expansion systems. Under the terms of the agreement, the Company
received a global license to Shell's existing and future expandable tubular
intellectual property and immediate access to the U.S. market for use of its
Completion Systems Division's Expandable Sand Screen (ESS)(TM) system for
consideration that included $65.0 million in cash, a $20.0 million promissory
note and $60.0 million of warrants to purchase common shares of our Parent. The
$20.0 million promissory note is classified as Short-Term Borrowings and Current
Portion of Long-Term Debt on the accompanying Condensed Consolidated Balance
Sheets. In addition, the Company received a 50% reduction in the royalty rate it
historically paid on Shell licensed technology sales. This license is being
amortized over the life of the agreement, which is 17 years.
6. INVENTORIES
Inventories by category are as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2002 2001
------------ ------------
(in thousands)
Raw materials, components and supplies ......... $ 146,092 $ 143,142
Work in process ................................ 50,454 49,544
Finished goods ................................. 331,906 312,300
------------ ------------
$ 528,452 $ 504,986
============ ============
</Table>
Work in process and finished goods inventories include the cost of
material, labor and plant overhead.
7
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. ASSET SECURITIZATION
In July 2001, the Company entered into a one-year agreement with a
financial institution to sell, on a continuous basis, an undivided interest in a
specific pool of domestic accounts receivable. It is permitted to securitize up
to $150.0 million under this agreement. The one-year term was extended through
August 2002, and the Company is currently in the process of renewing this
agreement. If Weatherford International, Inc.'s or Parent's credit rating falls
below BBB- from Standard and Poor's or Baa3 from Moody's, the financial
institution has no further obligation to purchase the accounts receivables. In
connection with the reorganization, Weatherford International, Inc. and Parent
fully and unconditionally guaranteed certain domestic subsidiaries' performance
obligations relating to the asset securitization including their payment
obligations. The Company currently pays a program fee on participating interests
at a variable rate based on the financial institution's commercial paper rate
plus other fees. Program fees totaled $0.6 million and $1.3 million for the
three and six months ended June 30, 2002, respectively and are included in
Interest Expense, Net on the accompanying Condensed Consolidated Statements of
Operations. The Company had received $90.7 million for purchased interests as of
June 30, 2002 and $140.8 million as of December 31, 2001.
8. SHORT-TERM DEBT
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2002 2001
------------ ------------
(in thousands)
2001 Multi-currency revolving credit facility ................... $ 64,018 $ 90,896
1998 Revolving credit facility .................................. 150,000 50,048
Note payable .................................................... 20,000 --
Short-term bank loans ........................................... 54,212 22,528
------------ ------------
Total short-term borrowings ..................................... 288,230 163,472
Current portion of long-term debt ............................... 27,418 26,757
------------ ------------
Short-Term Borrowings and Current Portion of Long-Term Debt ..... $ 315,648 $ 190,229
============ ============
</Table>
In April 2001, the Company entered into a $250.0 million, three-year
multi-currency revolving credit facility, with commitment capacity of up to
$400.0 million. As of June 30, 2002, the Company had $186.0 million available
under this agreement.
The Company entered into a five-year unsecured credit agreement in May
1998, which provides for borrowings of up to an aggregate of $250.0 million,
consisting of a $200.0 million U.S. credit facility and a $50.0 million Canadian
credit facility. As of June 30, 2002, the Company had $65.7 million available
under this facility due to amounts outstanding and $34.3 million being used to
secure outstanding letters of credit.
The Company also engages in unsecured short-term borrowings with various
institutions pursuant to uncommitted facilities. As of June 30, 2002, the
Company had $54.2 million in unsecured short-term borrowings outstanding under
these arrangements with interest rates ranging from 1.09% to 8.25%.
9. INTEREST RATE SWAPS
As of June 30, 2002, the Company had in effect two interest rate swap
agreements, entered into on November 15, 2001 and January 8, 2002, to reduce the
Company's exposure to changes in the fair value of the 7 1/4% Senior Notes and
to take advantage of interest rates available in the current economic
environment. Under these agreements, on May 15 and November 15 of each year
until maturity, the Company will receive interest at the fixed rate of 7 1/4%
and will pay floating rate based on 6-month LIBOR. The hedges are considered
perfectly effective against changes in the fair value of the debt due to changes
in the benchmark interest rate over its term. In accordance with SFAS No. 133,
the shortcut method applies and there is no need to periodically reassess the
effectiveness of the hedge during the term of the swaps. The swap agreements are
recorded at fair market value and classified in Other Assets and Other
Liabilities with the offset to Long-Term Debt on the accompanying Condensed
Consolidated Balance Sheets. The aggregate fair market value of the swaps was a
net asset of $2.9 million as of June 30, 2002.
8
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10. SUPPLEMENTAL CASH FLOW INFORMATION
The following summarizes investing activities relating to acquisitions
integrated into the Company for the periods shown:
<Table>
<Caption>
SIX MONTHS
ENDED JUNE 30,
------------------------------
2002 2001
------------ ------------
(in thousands)
Fair value of assets, net of cash acquired ........................ $ 15,053 $ 226,449
Goodwill .......................................................... 12,918 228,912
Total liabilities, including minority interest .................... (9,841) (78,507)
Common Stock issued ............................................... -- (190,262)
------------ ------------
Cash consideration, net of cash acquired .......................... $ 18,130 $ 186,592
============ ============
</Table>
During the six months ended June 30, 2002, there were noncash-investing
activities of $8.6 million related to the receipt of 187,094 shares of Common
Stock initially issued in the 2001 acquisition of Orwell plc. The shares were
received as a settlement of a purchase price adjustment and were subsequently
converted into shares of Parent in connection with the reorganization.
During the six months ended June 30, 2002 and 2001, there were
noncash-financing activities of $12.7 million and $7.0 million, respectively,
relating to tax benefits received from the exercise of nonqualified stock
options. These benefits were recorded as a reduction of income taxes payable and
an increase to Capital in Excess of Par Value on the accompanying Condensed
Consolidated Balance Sheets. During the six months ended June 30, 2002, there
were additional noncash-financing activities related to the Company's interest
rate swaps of $6.0 million (See Note 9).
11. SEGMENT INFORMATION
Business Segments
The Company is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in virtually every oil and gas exploration and production region in the
world. The Company divides its business segments into three separate groups as
defined by the chief operating decision maker: Drilling and Intervention
Services, Completion Systems and Artificial Lift Systems. The Company also
historically operated a Compression Services segment, which was merged into a
subsidiary of Universal on February 9, 2001 in exchange for 13.75 million shares
of Universal common stock. The amounts reported for this segment include results
through the date of the merger.
The Company's Drilling and Intervention Services segment provides a wide
range of oilfield products and services, including downhole drilling and
intervention services, proprietary drilling equipment and rentals, well
installation services, cementing products and underbalanced drilling services.
The Company's Completion Systems segment provides completion products and
systems including expandable systems, intelligent well technology, packers,
liner hangers, well screens, flow control and inflatable packers.
The Company's Artificial Lift Systems segment designs, manufactures, sells
and services a complete line of artificial lift equipment, including progressing
cavity pumps, reciprocating rod lift systems, gas lift systems, electrical
submersible pumps, hydraulic lift systems and other lift systems. This segment
also offers well optimization, remote monitoring and control services and
non-oil and gas screens.
The Company's Compression Services segment historically packaged, rented
and sold parts and provided services for gas compressor units over a broad
horsepower range.
9
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Financial information by industry segment for each of the three and six
months ended June 30, 2002 and 2001 is summarized below. The accounting policies
of the segments are the same as those of the Company.
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------------ ------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(in thousands)
Revenues from unaffiliated customers:
Drilling and Intervention Services ..... $ 309,389 $ 338,306 $ 622,738 $ 622,904
Completion Systems ..................... 104,804 86,857 197,116 160,969
Artificial Lift Systems ................ 179,673 147,837 342,261 288,346
Compression Services ................... -- -- -- 26,939
------------ ------------ ------------ ------------
$ 593,866 $ 573,000 $ 1,162,115 $ 1,099,158
============ ============ ============ ============
EBITDA (a):
Drilling and Intervention Services ..... $ 94,965 $ 119,366 $ 197,433 $ 217,470
Completion Systems ..................... 16,132 14,381 28,766 25,287
Artificial Lift Systems ................ 30,046 27,245 57,118 50,024
Compression Services ................... -- -- -- 3,587
Corporate (b) .......................... (194,384) (3,211) (196,288) (8,873)
------------ ------------ ------------ ------------
$ (53,241) $ 157,781 $ 87,029 $ 287,495
============ ============ ============ ============
Depreciation and amortization:
Drilling and Intervention Services ..... $ 38,020 $ 34,678 $ 75,549 $ 62,427
Completion Systems ..................... 8,464 6,883 14,900 13,946
Artificial Lift Systems ................ 6,077 6,925 11,623 13,798
Compression Services ................... -- -- -- 4,184
Corporate (b) .......................... 745 1,733 1,268 3,032
------------ ------------ ------------ ------------
$ 53,306 $ 50,219 $ 103,340 $ 97,387
============ ============ ============ ============
Operating income (loss):
Drilling and Intervention Services ..... $ 56,945 $ 84,688 $ 121,884 $ 155,043
Completion Systems ..................... 7,668 7,498 13,866 11,341
Artificial Lift Systems ................ 23,969 20,320 45,495 36,226
Compression Services ................... -- -- -- (597)
Corporate (b) .......................... (195,129) (4,944) (197,556) (11,905)
------------ ------------ ------------ ------------
$ (106,547) $ 107,562 $ (16,311) $ 190,108
============ ============ ============ ============
</Table>
(a) The Company evaluates performance and allocates resources based on EBITDA,
which is calculated as operating income adding back depreciation and
amortization. Calculations of EBITDA should not be viewed as a substitute
to calculations under accounting principles generally accepted in the
United States, in particular cash flows from operations, operating income
and net income. In addition, EBITDA calculations by one company may not be
comparable to those of another company.
(b) Includes Equity Earnings of Unconsolidated Affiliates and Loss on Sale to
Parent.
As of June 30, 2002, total assets were $2,008.6 million for Drilling and
Intervention Services, $1,017.1 million for Completion Systems, $928.8 million
for Artificial Lift Systems and $680.0 million for Corporate. Total assets as of
December 31, 2001, were $1,976.4 million for Drilling and Intervention Services,
$863.9 million for Completion Systems, $920.5 million for Artificial Lift
Systems and $535.6 million for Corporate.
Net goodwill as of June 30, 2002 was $604.4 million for Drilling and
Intervention Services, $420.6 million for Completion Systems and $376.5 million
for Artificial Lift Systems. As of December 31, 2001, net goodwill was $593.0
million for Drilling and Intervention Services, $421.8 million for Completion
Systems and $368.5 million for Artificial Lift Systems. Amounts included in
goodwill related to recent acquisitions are based on preliminary information and
are subject to change when final information is obtained.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Effective June 26, 2002, we became a wholly owned subsidiary of Weatherford
International Ltd., a newly formed Bermuda company, following a corporate
reorganization. At the time of the reorganization, our common stock ceased to be
publicly traded and our stockholders received the right to exchange our common
stock for common shares of Weatherford International Ltd., a publicly traded
entity. The reorganization has been accounted for as a reorganization of
entities under common control.
Our business is conducted through three principal operating divisions: (1)
Drilling and Intervention Services, (2) Completion Systems and (3) Artificial
Lift Systems. In addition to these operations, we historically operated a
Compression Services Division. On February 9, 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, or approximately 45% of Universal's outstanding common stock. In
connection with the corporate reorganization, we sold this investment to
Weatherford International Ltd.
The following is a discussion of our results of operations for the six
months ended June 30, 2002 and 2001. This discussion should be read in
conjunction with our financial statements that are included with this report and
our financial statements and related Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
2001 included in our Annual Report on Form 10-K. This discussion should also be
read in conjunction with Weatherford International Ltd.'s financial statements
and related Management's Discussion and Analysis of Financial Condition and
Results of Operations for the three and six months ended June 30, 2002 and 2001
included in their Quarterly Report on Form 10-Q.
This discussion of our results and financial condition includes various
forward-looking statements about our markets, the demand for our products and
services and our future results. These statements are based on certain
assumptions that we consider reasonable. For information about these
assumptions, you should refer to the section entitled "Forward-Looking
Statements."
We acquire numerous companies every year and focus on integration efforts
so that we may realize the benefits each acquisition provides. We are therefore
unable to provide certain information regarding our results excluding the
impact of acquisitions due to the integration of these acquisitions into our
operations. Comparative six months revenue trends excluding acquisitions only
exclude those 2001 acquisitions for which revenue information has been
separately maintained. All 2002 acquisitions have been fully integrated and
we are therefore unable to exclude the impact of those acquisitions.
MARKET TRENDS AND OUTLOOK
Our businesses serve the oil and gas industry. All of our businesses are
affected by changes in the worldwide demand and price of oil and natural gas.
Certain of our products and services, such as our well installation services and
well completion services, are dependent on the level of exploration and
development activity and particularly on the completion phase of the well
lifecycle. Other products and services, such as our artificial lift systems, are
dependent on production activity. We currently estimate that around two-thirds
of our operations are reliant on drilling activity, with the remainder focused
on production and reservoir enhancement activity.
The following chart sets forth certain statistics that are reflective of
historical market conditions:
<Table>
<Caption>
HENRY HUB NORTH AMERICAN INTERNATIONAL
WTI OIL(1) GAS(2) RIG COUNT(3) RIG COUNT(3)
------------ ------------ -------------- -------------
June 30, 2002 ................ $ 26.86 $ 3.245 1,047 730
December 31, 2001 ............ 19.84 2.570 1,185 747
June 30, 2001 ................ 26.25 3.096 1,565 756
</Table>
(1) Price per barrel of West Texas Intermediate crude oil as of June 30 and
December 31 - Source: Applied Reasoning, Inc.
(2) Price per MM/BTU as of June 30 and December 31 - Source: Oil World
(3) Average rig count for the applicable month - Source: Baker Hughes Rig Count
The oil and gas industry has been subject to extreme volatility in the last
few years. During 2000, due to the supply and demand imbalances that caused the
increase in the price of oil and gas, we experienced steady improvements in the
demand for our products and services, which continued through the first seven
months of 2001.
11
In the U.S., rig activity began to decline in the third quarter of 2001.
The U.S. rig count peaked at 1,293 rigs in July 2001 and declined to a low of
738 rigs in April 2002. Since April, we have seen marginal increases in the rig
count and by July 2002, the U.S. rig count had improved to 859 rigs. Natural gas
prices declined from a high of $9.82 per mcf in 2001 to a low of $1.91 in late
January 2002 and increased to $2.95 by the end of July. The slight increase in
rig count indicates a possible initial sign of recovery; however, we expect any
recovery to be at a slow pace and segmented between regions throughout the
United States.
Drilling activity outside North America is somewhat less volatile than the
North American market. Due to the significant investment and complexity
surrounding international projects, drilling decisions relating to such projects
tend to be evaluated and monitored with a longer-term perspective in regard to
oil and natural gas pricing as most contracts span two to three years. Overall,
international rig activity remained relatively constant throughout 2001 and has
decreased slightly during the second quarter of 2002, from a monthly average of
766 in September 2001 to 730 in June 2002. Our customers' international spending
is expected to improve modestly during 2002; however, we expect international
demand for our products and services to exceed the expected industry-wide
increase in international market activity, as we leverage our technology
offerings and expand our market share. In general, we expect the markets and our
business strategies to affect our businesses as follows:
DRILLING AND INTERVENTION SERVICES AND COMPLETION SYSTEMS. These divisions
are expected to see slight improvements in the third quarter and through
year-end as compared to the first half of the year in the Eastern Hemisphere
markets, with the exception of the United Kingdom and Norway, where we
anticipate depressed activity through the fourth quarter. We expect the increase
in revenue will be supported by increased activity, as well as market share
gains through our technology product offerings, specifically underbalanced
drilling systems and expandable products. We expect our Latin American
operations to remain flat, compared to current levels, throughout the remainder
of 2002 while U.S. markets are expected to recover slightly with improvements
predominantly occurring in the fourth quarter.
ARTIFICIAL LIFT SYSTEMS. Our Artificial Lift Systems Division will continue
to see revenue improvements in the Eastern Hemisphere markets on a year-on-year
basis as we leverage our global footprint. We anticipate the Latin American
markets will remain depressed throughout the remainder of the year. We expect
slight improvements in North America, supported by higher demand with respect to
heavy oil production activities in Canada. This division is also expected to
continue to benefit from any shift in priority that our customers place on oil
projects rather than natural gas projects in light of the low natural gas
prices.
Overall, the level of market improvements for our businesses in 2002 will
continue to be heavily dependent on the timing and strength of the recovery in
the North American markets, our gains in market share outside North America and
the acceptance of our new technologies. Although we believe that the activity
levels in the North American markets may be in the early stages of recovery, the
speed and extent of any recovery is difficult to predict in light of the
volatile nature of our business. In addition, the continued strength of the
industry is uncertain and will be highly dependent on many external factors,
such as world economic conditions, member country compliance with Organization
of Petroleum Exporting Countries quotas and weather conditions. The extreme
volatility of our markets makes predictions regarding future results difficult.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements. We
prepare these financial statements in conformity with accounting principles
generally accepted in the United States. As such, we are required to make
certain estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the periods presented. We base our
estimates on historical experience, available information and various other
assumptions that we believe to be reasonable under the circumstances. On an
on-going basis, we evaluate our estimates, including those related to bad debts,
inventory, intangible assets and goodwill, income taxes and contingent
liabilities. Actual results may differ from these estimates under different
assumptions or conditions. The accounting policies that we believe are the most
critical to our reporting of results of operations and financial position are as
follows:
12
Accounts Receivable
We perform ongoing credit evaluations of our customers and adjust credit
limits based upon payment history and the customer's current credit worthiness,
as determined by our review of their current credit information. We continuously
monitor collections and payments from our customers and maintain a provision for
estimated uncollectible accounts based upon our historical experience and any
specific customer collection issues that we have identified. While such credit
losses have historically been within our expectations and the provisions
established, we cannot give any assurances that we will continue to experience
the same credit loss rates that we have in the past. The cyclical nature of our
industry may affect our customers' operating performance and cash flows, which
could impact our ability to collect on these obligations. In addition, many of
our customers are located in certain international areas that are inherently
subject to risks of economic, political and civil instabilities, which may
impact our ability to collect these accounts receivables.
Goodwill and Other Intangible Assets
We adopted Statement of Financial Accounting Standard ("SFAS") No. 142,
Goodwill and Other Intangible Assets, as of January 1, 2002. As a result, we no
longer amortize goodwill and indefinite-lived intangible assets but continue to
amortize other acquisition-related intangibles. We have completed the
transitional goodwill impairment test and have determined that no impairment
exists. We will perform a similar review of goodwill valuation annually, or
earlier if indicators of potential impairment exist. If for any reason the fair
value of our goodwill or that of any of our reporting units declines below the
carrying value in the future, we may incur charges for impairment of goodwill.
Income Taxes
We provide for income taxes in accordance with SFAS No. 109, Accounting for
Income Taxes. This standard takes into account the differences between financial
statement treatment and tax treatment of certain transactions. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect of a change in tax rates is recognized as
income or expense in the period that includes the enactment date. Our deferred
tax calculation requires us to make certain estimates about our future
operations. Changes in state, federal and foreign tax laws, as well as changes
in our financial condition, could affect these estimates.
Valuation Allowance for Deferred Tax Assets
We record a valuation allowance to reduce our deferred tax assets when it
is more likely than not that some portion or all of the deferred tax assets will
expire before realization of the benefit or that future deductibility is not
probable. The ultimate realization of the deferred tax assets depends on the
ability to generate sufficient taxable income of the appropriate character in
the future.
Revenue Recognition
Revenues from product sales are recognized when all of the following
criteria have been met: a) evidence of an agreement exists, b) delivery to and
acceptance by the customer has occurred, c) the price to the customer is fixed
and determinable and d) collectibility is reasonably assured. Revenues from
rental and service agreements are recognized as earned, over the rental period
and when services have been rendered. The associated costs and expenses are
recognized as incurred.
13
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2001
The following charts contain selected financial data comparing our results
for the six months ended June 30, 2002 and June 30, 2001:
COMPARATIVE FINANCIAL DATA
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
---------------------------------
2002 2001
------------ ------------
(in thousands, except percentages
and per share data)
Revenues ............................................................. $ 1,162,115 $ 1,099,158
Gross Profit ......................................................... 389,194 399,423
Gross Profit % ....................................................... 33.5% 36.3%
Research and Development ............................................. $ 35,523 $ 22,258
Selling, General and Administrative Attributable to Segments ......... 172,426 175,152
Corporate General and Administrative.................................. 24,086 (a) 19,666
Operating Income (Loss) .............................................. (16,311)(a)(b) 190,108
Net Income (Loss) .................................................... (102,376)(a)(b) 99,946
Net Income (Loss) Excluding Goodwill Amortization, Net of Taxes ...... (102,376)(a)(b) 117,023
EBITDA (c) ........................................................... 87,029 (a)(b) 287,495
Cash Provided by Operating Activities ................................ 77,477 42,818
</Table>
(a) Includes $4.5 million of transaction costs related to our reincorporation.
The net after tax impact of these charges was $3.0 million.
(b) Includes $186.5 million related to the Loss on Sale to Parent of our equity
investment in Universal.
(c) EBITDA is calculated by taking operating income and adding back
depreciation and amortization. We have included an EBITDA calculation
because when we look at the performance of our businesses, we give
consideration to their EBITDA. Calculations of EBITDA should not be viewed
as substitutes to calculations under accounting principles generally
accepted in the United States, in particular cash flows from operations,
operating income and net income. In addition, EBITDA calculations by one
company may not be comparable to another company's calculation.
SALES BY GEOGRAPHIC REGION
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
---------------------------------
2002 2001
------------ ------------
REGION:
U.S. ................................... 34% 42%
Canada ................................. 13 16
Latin America .......................... 9 11
Europe and West Africa ................. 19 13
Middle East and North Africa ........... 12 8
Asia Pacific ........................... 13 10
------------ ------------
Total .............................. 100% 100%
============ ============
</Table>
A discussion of our consolidated results for the six months ended June 30,
2002 compared to the six months ended June 30, 2001 follows:
o Consolidated revenues for the first six months of 2002, excluding our
historical compression results and incremental revenues from our 2001
acquisitions, declined slightly over the same period of 2001. On the same
basis, revenues in North America decreased more than $120 million, while
international revenues increased more than $100 million.
o Gross profit as a percentage of revenues decreased from 36.3% for the first
half of 2001 to 33.5% in the first half of 2002. The decline is primarily
attributable to pricing pressures and lower volumes in a depressed U.S.
market and a shift in our product mix.
o Research and development expenses increased 59.6% primarily due to costs
incurred to develop our technology-related product lines.
14
o Selling, general and administrative expenses attributable to segments
decreased as a percentage of revenues from 15.9% for the first half of 2001
to 14.8% in the same period this year. The decline is primarily related to
the non-amortization of goodwill in 2002. Goodwill amortization
attributable to the segments for the six months ended June 30, 2001 was
$16.7 million.
o Our equity in earnings in unconsolidated affiliates for the first six
months of 2002 was $5.2 million higher than the comparable period last
year. The increase is primarily related to the full period of equity income
related to our investment in Universal acquired in February 2001, and held
through the date of sale, and the non-amortization of goodwill related to
this investment.
o Interest expense, net for the six months ended June 30, 2002 increased $8.9
million from the same period last year primarily due to the interest
associated with our $350 million 6 5/8% senior notes issued in November
2001, partially offset by the benefit associated with our interest rate
swaps on our $200 million 7 1/4% senior notes.
o Excluding the Loss on Sale to Parent of $186.5 million for which no tax
benefit was recognized, our effective tax rate for the six months ended
June 30, 2002 was 34.0%, compared to 36.6% for the same period of 2001. The
decrease was primarily due to the impact of non-amortization of goodwill on
earnings before tax in 2002.
SEGMENT RESULTS
DRILLING AND INTERVENTION SERVICES
The following chart sets forth data regarding the results of our Drilling
and Intervention Services Division for the six months ended June 30, 2002 and
2001:
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
------------------------------
2002 2001
------------ ------------
(in thousands, except
percentages)
Revenues ......................................... $ 622,738 $ 622,904
Gross Profit ..................................... 202,337 237,510
Gross Profit % ................................... 32.5% 38.1%
Research and Development ......................... $ 11,757 $ 10,875
Selling, General and Administrative .............. 68,696 71,592
Operating Income ................................. 121,884 155,043
EBITDA ........................................... 197,433 217,470
</Table>
A discussion of the results of our Drilling and Intervention Services
Division for the six months ended June 30, 2002 compared to the six months ended
June 30, 2001 follows:
o Our North American revenues for the first six months of 2002 declined by
23.3%, or 25.5% excluding the incremental revenues from our 2001
acquisitions. A decrease in the six-month average North American rig count
of 31.9% contributed to the decline in revenues in this region. Our
international revenues increased 29.4%, or 22.0% excluding incremental
revenues from our 2001 acquisitions, compared to a relatively flat
international rig count.
o Gross profit as a percentage of revenues declined 14.7% in the first half
of 2002 from the same period last year. The decline in margins primarily
reflects the impact of the pricing pressures and lower volumes felt in the
U.S. market, as well as a change in product mix.
o Selling, general and administrative expenses as a percentage of revenues
declined from 11.5% in the first six months of 2001 to 11.0% in the first
six months of 2002. The decline is primarily related to the
non-amortization of goodwill partially offset by costs associated with the
expansion of our underbalanced services infrastructure. Goodwill
amortization for this period in 2001 was $6.4 million.
15
COMPLETION SYSTEMS
The following chart sets forth data regarding the results of our Completion
Systems Division for the six months ended June 30, 2002 and 2001:
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
------------------------------
2002 2001
------------ ------------
(in thousands, except
percentages)
Revenues .................................... $ 197,116 $ 160,969
Gross Profit ................................ 67,779 53,964
Gross Profit % .............................. 34.4% 33.5%
Research and Development .................... $ 20,139 $ 9,503
Selling, General and Administrative ......... 33,774 33,120
Operating Income ............................ 13,866 11,341
EBITDA ...................................... 28,766 25,287
</Table>
A discussion of the results of our Completion Systems Division for the six
months ended June 30, 2002 compared to the six months ended June 30, 2001
follows:
o Our North American revenues increased 2.1%, or decreased 16.0% excluding
incremental revenues associated with our 2001 non-technology acquisitions.
Our international revenues increased 38.9%, or 24.9% excluding incremental
revenues from these acquisitions. Our 2001 non-technology acquisitions
contributed more than $25 million in incremental revenues in the first half
of 2002.
o Research and development expenses increased 111.9% in the first six months
of 2002 compared to the same period of 2001. This increase primarily
relates to this division's focus on the development of new
technology-related product lines, specifically expandables and optical
sensing.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 20.6% in the first half of 2001 to 17.1% in the same period
this year primarily due to the non-amortization of goodwill in 2002.
Goodwill amortization for this period of 2001 was $4.9 million.
ARTIFICIAL LIFT SYSTEMS
The following chart sets forth data regarding the results of our Artificial
Lift Systems Division for the six months ended June 30, 2002 and 2001.
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
------------------------------
2002 2001
------------ ------------
(in thousands, except
percentages)
Revenues ......................................... $ 342,261 $ 288,346
Gross Profit ..................................... 119,078 103,909
Gross Profit % ................................... 34.8% 36.0%
Research and Development ......................... $ 3,627 $ 1,794
Selling, General and Administrative .............. 69,956 65,889
Operating Income ................................. 45,495 36,226
EBITDA ........................................... 57,118 50,024
</Table>
A discussion of the results of our Artificial Lift Systems Division as
reflected above for the six months ended June 30, 2002 compared to the six
months ended June 30, 2001 follows:
o North American revenues increased 5.6%, or decreased 10.8% excluding
incremental revenues from our 2001 acquisitions. International revenues
increased 46.4%, or 19.6% excluding these acquisitions. Our 2001
acquisitions contributed more than $56 million of incremental revenues in
the first six months of 2002.
o Gross profit as a percentage of revenues decreased from 36.0% in the first
half of 2001 to 34.8% in the same period this year. This decline was
primarily related to a change in product mix.
16
o Selling, general and administrative expenses decreased as a percentage of
revenue from 22.9% in the first six months of 2001 to 20.4% in the
comparable period in 2002. The decrease was primarily attributable to
increased revenues and the non-amortization of goodwill. Goodwill
amortization for the first half of 2001 was $4.6 million.
COMPRESSION SERVICES
On February 9, 2001, we completed the merger of essentially all of our
Compression Services Division into a subsidiary of Universal in exchange for
13.75 million shares of Universal common stock, which approximated 48% of
Universal's then outstanding shares. Subsequent to the merger, Universal issued
additional shares of common stock and our ownership declined to 45%. During
2001, up to the merger date, the Compression Services Division contributed $26.9
million of revenues, $3.6 million of EBITDA and an operating loss of $0.6
million to our consolidated results.
Subsequent to the merger date we began recording equity in earnings of
unconsolidated affiliates based on our portion of Universal's net income. The
compression businesses that were not included in the merger have been combined
with our Artificial Lift Systems Division.
CORPORATE REORGANIZATION
On June 26, 2002 our stockholders and our Board of Directors approved the
corporate reorganization, and Weatherford International Ltd., a newly formed
Bermuda company, became our parent holding company. Upon consummation of the
merger, our shares ceased to be publicly traded and automatically converted into
the right to receive common shares of Weatherford International Ltd.
Immediately after the reorganization, we sold our equity investment in
Universal to Weatherford International Ltd. for a note receivable of $299.1
million, the fair market value at the date of sale. The sale resulted in a loss
of $186.5 million, the difference between fair market value at the date of sale
and the carrying value; however, since this was a transfer of assets among
related parties under common control, no loss was recorded in the consolidated
financial statements of Weatherford International Ltd.
LIQUIDITY AND CAPITAL RESOURCES
Our current sources of capital are current reserves of cash, cash generated
from operations, proceeds from our asset securitization and borrowings under
bank lines of credit. We are currently reviewing acquisitions in our markets.
Depending on the size and timing of an acquisition, we could require additional
capital in the form of either debt, equity or both.
In conjunction with the merger, Weatherford International Ltd. fully and
unconditionally guaranteed our obligations as follows: (1) the three-year
multi-currency revolving credit facility, (2) the five-year unsecured credit
agreement, (3) the 7 1/4% Senior Notes, (4) the 6 5/8% Senior Notes, (5) the
Zero Coupon Debentures and (6) the Convertible Preferred Debentures. In
addition, we and Weatherford International Ltd. fully and unconditionally
guaranteed certain domestic subsidiaries' performance obligations relating to
the asset securitization, including their payment obligations.
CASH FLOWS
As of June 30, 2002, our cash and cash equivalents were $48.4 million, a
net decrease of $40.4 million from December 31, 2001, which was primarily
attributable to the following:
o Cash inflows from operating activities of $77.5 million;
o Capital expenditures for property, plant and equipment of $124.8
million;
o Acquisition of the Shell license for $65.0 million;
o Acquisition of new businesses of approximately $18.1 million in cash,
net of cash acquired;
o Proceeds from the sales of assets of $19.9 million;
o Borrowings, net of repayments, on long-term debt and short-term
facilities of $99.0 million;
o Repayment on our asset securitization of $50.1 million; and
o Proceeds from stock option activity of $23.9 million.
17
SOURCE OF LIQUIDITY
Our operating cash flow is directly related to our business and the
segments in which we operate. Should market conditions deteriorate, or should we
experience unforeseen declines in results of operations, cash flows may be
reduced.
We anticipate that we will rely primarily upon existing cash balances and
cash flows from operating activities to maintain liquidity and fulfill
obligations of our current operations. We may also use lines of credit to
maintain liquidity for short term needs.
Banking Facilities
In April 2001, we entered into a $250.0 million, three-year multi-currency
revolving credit facility, with commitment capacity of up to $400.0 million. As
of June 30, 2002, $186.0 million was available under this credit facility.
We have a five-year unsecured revolving credit facility, dated May 1998,
that allows borrowing of up to $250.0 million at any time. The facility consists
of a $200.0 million U.S. credit facility and a $50.0 million Canadian credit
facility. As of June 30, 2002, $65.7 million was available under this facility
due to amounts outstanding and $34.3 million, which was used to secure
outstanding letters of credit.
These credit facilities contain customary affirmative and negative
covenants, including a maximum debt to capitalization ratio, a minimum interest
coverage ratio, a limitation on liens, a limitation on incurrence of
indebtedness and a limitation on asset dispositions. The covenants apply to
Weatherford International Ltd., the guarantor of these obligations. We are in
compliance with all covenants set forth in the credit facilities. The committed
revolving credit facilities do not contain any provision, which makes their
availability dependent upon our credit ratings; however, the interest rates are
dependent upon the credit rating of our long-term senior debt.
We also have unsecured short-term borrowings with various institutions
pursuant to uncommitted facilities and bid note arrangements. At June 30, 2002,
we had $54.2 million in unsecured short-term borrowings outstanding under these
arrangements with interest rates ranging from 1.09% to 8.25%.
Asset Securitization
In July 2001, we entered into a one-year agreement with a financial
institution to sell, on a continuous basis, an undivided interest in a specific
pool of our domestic accounts receivable. The one-year term was extended through
August 2002 and we are currently in the process of renewing this agreement. We
are permitted to securitize up to $150.0 million under this agreement. If our or
Weatherford International Ltd.'s credit rating falls below BBB- from Standard
and Poor's or Baa3 from Moody's, the financial institution has no further
obligation to purchase the accounts receivables. We currently pay a program fee
on participating interests at a variable rate based on the financial
institution's commercial paper rate plus other fees. Program fees totaled $1.3
million for the six months ended June 30, 2002. We had received $90.7 million
for purchased interests as of June 30, 2002. In connection with the
reorganization, we and Weatherford International Ltd. fully and unconditionally
guaranteed certain domestic subsidiaries' performance obligations relating to
the asset securitization including their payment obligations.
CONTRACTUAL OBLIGATIONS
Our contractual obligations at June 30, 2002, and the effect such
obligations are expected to have on our liquidity and cash flow in future
periods have not changed materially, other than as detailed below, since
December 31, 2001.
Derivative Instruments
As of June 30, 2002, we had in effect two interest rate swap agreements to
manage the exposure on our $200.0 million 7 1/4% Senior Notes. The objective of
the swaps is to protect the debt against changes in fair value and to take
advantage of the interest rates available in the current economic environment.
Under these agreements, on May 15 and November 15 of each year until maturity,
we will receive interest at the fixed rate of 7 1/4% and will pay a floating
rate based on 6-month LIBOR. The interest rate differential to be received or
paid on the swaps is recognized over the life of the swaps as an adjustment to
interest expense. As of June 30, 2002, the aggregate fair market value of the
swap agreements was a $2.9 million net asset.
18
Capital Expenditures
Our capital expenditures for property, plant and equipment during the six
months ended June 30, 2002 were $124.8 million and primarily related to our new
technologies, drilling equipment, fishing tools and tubular service equipment.
Capital expenditures for 2002 are expected to be approximately $250.0 million.
Our depreciation expense during the six months ended June 30, 2002 was $97.0
million.
Shell License
On March 1, 2002, we obtained a worldwide license to Shell Technology
Ventures' expandable technology. Expandable technology refers to both slotted
and solid expandables, related tools and accessories and specialized expansion
systems. Under the terms of the agreement, we received a global license to
Shell's expandable tubular intellectual property, existing and future, and
immediate access to the U.S. market for use of our Completion System Division's
Expandable Sand Screen (ESS)(TM) system for consideration that includes $65.0
million in cash, a $20.0 million promissory note and $60.0 million of warrants
to purchase common shares of Weatherford International Ltd. In addition, we
received a 50% reduction in the royalty rate we historically paid for Shell
licensed-technology sales. The license will be amortized over the life of the
agreement, which is 17 years.
Zero Coupon Convertible Senior Debentures
On June 30, 2000, we completed the private placement of $910 million face
amount of Zero Coupon Debentures. These Debentures were issued at $501.6 million
providing the holders with an annual 3% yield to maturity. As of June 30, 2002,
the amount recorded on our balance sheet was $532.4 million, net of original
issue discount.
Holders may convert the Zero Coupon Debentures into shares of Weatherford
International Ltd. at any time before maturity at a conversion rate of 9.9970
shares per $1,000 principal amount at maturity or an initial conversion price of
$55.1425 per share. The effective conversion price will increase as the accreted
value of the Zero Coupon Debentures increases. We may redeem the Zero Coupon
Debentures on or after June 30, 2005 at the accreted discounted amount at the
time of redemption as provided for in the indenture agreement. The holders also
may require us to repurchase the Zero Coupon Debentures on June 30, 2005, June
30, 2010, and June 30, 2015 at the accreted discounted amount at the time of
redemption. We may, at our election, repurchase the debentures in cash, common
shares of Weatherford International Ltd. or a combination thereof.
EXPOSURES
INDUSTRY EXPOSURE
The concentration of our customers in the energy industry may impact our
overall exposure to credit risk, either positively or negatively, in that
customers may be similarly affected by prolonged changes in economic and
industry conditions. We perform ongoing credit evaluations of our customers and
do not generally require collateral in support of our trade receivables. We
maintain reserves for potential credit losses and, generally, actual historical
losses have been consistent with our expectations.
LITIGATION AND ENVIRONMENTAL EXPOSURE
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. However, it is possible that
an unexpected judgment could be rendered against us in cases in which we could
be uninsured and beyond the amounts that we currently have reserved or
anticipate incurring.
We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim which would be likely to have a
material adverse effect on our business, it is always possible that an
environmental claim with respect to one or more of our current
19
businesses or a business or property that one of our predecessors owned or used
could arise that could involve the expenditure of a material amount of funds.
TERRORISM EXPOSURE
The terrorist attacks that took place in the U.S. on September 11, 2001
were unprecedented events that have created many economic and political
uncertainties, some of which may materially impact our businesses. The long-term
effects of the September 11, 2001 attacks on our businesses are unknown. The
potential for future terrorist attacks, the national and international responses
to terrorist attacks and other acts of war or hostility have created many
economic and political uncertainties, which could adversely affect our
businesses for the short- or long-term in ways that cannot presently be
predicted.
INTERNATIONAL EXPOSURE
Like most multinational oilfield service companies, we have operations in
certain international areas, including parts of the Middle East, North and West
Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States that are inherently subject to risks of war, political
disruption, civil disturbance and change in global trade policies that may:
o disrupt oil and gas exploration and production activities;
o negatively impact results of operations;
o restrict the movement of funds;
o inhibit our ability to collect receivables;
o lead to U.S. government or international sanctions; and
o limit access to markets for periods of time.
CURRENCY EXPOSURE
A single European currency ("the Euro") was introduced on January 1, 1999,
at which time the conversion rates between legacy currencies and the Euro were
set for 11 participating member countries. However, the legacy currencies in
those countries continued to be used as legal tender through January 1, 2002.
Thereafter, the legacy currencies were canceled, and the Euro bills and coins
are now used. The transition to the Euro did not have a significant impact on
our condensed consolidated financial statements or our business operations.
Approximately 27.9% of our net assets are located outside the U.S. and are
carried on our books in local currencies. Changes in those currencies in
relation to the U.S. Dollar result in translation adjustments, which are
reflected as accumulated other comprehensive loss in the stockholders' equity
section on our Condensed Consolidated Balance Sheets. We recorded a $11.3
million adjustment to our equity account for the six months ended June 30, 2002
primarily to reflect the net impact of the decline in the Argentinean Peso and
Brazilian Real against the U.S. Dollar and the strengthening of the Canadian
Dollar, Norwegian Kroner and British Pound against the U.S. Dollar. Changes in
currencies also result in the recognition of remeasurement and transactional
gains and losses in our Condensed Consolidated Statements of Operations.
FORWARD-LOOKING STATEMENTS
This report as well as other filings made by us and Weatherford
International Ltd. with the Securities and Exchange Commission and our releases
issued to the public contain various statements relating to our future results,
including certain projections and business trends. We believe these statements
constitute "Forward-Looking Statements" as defined in the Private Securities
Litigation Reform Act of 1995.
Certain of the risks and uncertainties may cause actual results to be
materially different from projected results contained in forward-looking
statements in this report and in our other disclosures. These risks and
uncertainties include, but are not limited to, the following:
A downturn in market conditions could affect projected results. Any
material changes in oil and gas supply and demand balance, oil and gas
prices, rig count or other market trends would affect our results and would
likely affect the forward-looking information provided by us. The oil and
gas industry is extremely volatile and subject to change based on political
and economic factors outside our control. Through the beginning of 2002,
there was a general decrease in prices for oil and natural gas, reflecting
diminished demand attributable to political and economic issues. In the
last few months, there has been a modest increase and stabilization of
20
prices for oil and natural gas. In addition, the United States economy and
most foreign economies appear to have stabilized in the last few months
despite their weakening in the prior periods. If an extended regional
and/or worldwide recession would occur, it would result in even lower
demand and lower prices for oil and gas, which would adversely affect our
revenues and income. At this time, we have assumed that any material
declines during 2002 will be limited to North and Latin America.
Furthermore, our forward-looking statements regarding our drilling and
completion products and services assume a modest improvement in the
international rig count during 2002 and that no extended material declines
in the North American rig count will occur.
Our results are dependent upon our ability to react to the current
market environment. During the fourth quarter of 2001 and 2002 to date, we
have implemented a number of programs intended to reduce costs and align
our cost structure with the current market environment. Our forward-looking
statements assume these measures will generate the savings expected and, if
the markets continue to decline, that any additional actions we pursue will
be adequate to achieve the desired savings.
A material disruption in our manufacturing could adversely affect some
divisions of our business. Our forward-looking statements assume that any
manufacturing expansion and consolidation will be completed without any
material disruptions. If there are any disruptions or excess costs
associated with manufacturing changes, our results could be adversely
affected.
Our success is dependent upon the integration of acquisitions. During
2001, we consummated acquisitions of several product lines and businesses,
including the acquisition of Johnson Screens. The success of our
acquisitions will be dependent on our ability to integrate the product
lines and businesses with our existing businesses and eliminate duplicative
costs. We incur various duplicative costs during the integration of the
operations of acquired businesses into our operations. Our forward-looking
statements assume the successful integration of the operations of the
acquired businesses and their contribution to our results during 2002;
however, there can be no assurance that the expected benefits of these
acquisitions will materialize. Integration of acquisitions is something
that cannot occur in the short-term and that requires constant effort at
the local level to be successful. Accordingly, there can be no assurance as
to the ultimate success of these integration efforts.
Our long-term growth strategy is dependent upon technological advances.
Our ability to succeed with our long-term growth strategy is dependent in
part on the technological competitiveness of our products and services. A
central aspect of our growth strategy is to enhance the technology of our
current products and services, to obtain new technologically-advanced
value-added products through internal research and development and/or
acquisitions and to then expand the markets for the technology through the
leverage of our worldwide infrastructure. These technological advances
include, but are not limited to, our underbalanced drilling technology,
expandable technology, production optimization and fiber optic sensor
technology. Our forward-looking statements have assumed above average
growth from these new products and services.
Unanticipated changes in tax laws related to corporate reorganization
could have an adverse effect on our corporate reorganization. Any change in
tax laws, tax treaties or tax regulations or the interpretation or
enforcement thereof or differing interpretation or enforcement of
applicable law by the U.S. Internal Revenue Service or other taxing
authorities would likely affect our corporate reorganization. The U.S.
Congress introduced legislation with retroactive effects, which could
substantially reduce or eliminate the tax benefits resulting from the
reorganization.
Unanticipated costs or nonrealization of expected benefits from our
corporate reorganization could affect our projected results. An inability
to realize expected benefits of the reorganization within the anticipated
time frame, or at all, would likely affect the anticipated impact of our
corporate reorganization. Similarly, any cost or difficulty related to the
reorganization and related transactions, which could be greater than
expected or thought, would also affect our corporate reorganization.
Currency fluctuations could have a material adverse financial impact. A
material decline in currency rates in our markets could affect our future
results as well as affect the carrying values of our assets. World
currencies have been subject to much volatility. Our forward-looking
statements assume no material impact from future changes in currencies.
Political disturbances, war, terrorist attacks and changes in global
trade policies could adversely impact our operations. We have assumed that
there will be no material political disturbances, war, or terrorist attacks
and that there will be no material changes in global trade policies.
21
Unexpected litigation and legal disputes could have a material adverse
financial impact. If we experience unexpected litigation or unexpected
results in our existing litigation that have a material effect on our
financial results, the accuracy of the forward-looking statements would be
affected. Our forward-looking statements assume that there will be no such
unexpected litigation or results.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our and
Weatherford International Ltd.'s other filings with the SEC. For additional
information regarding risks and uncertainties, see our and Weatherford
International Ltd.'s other current year filings with the SEC under the
Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as
amended, available free of charge at the SEC's website at www.sec.gov.
22
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes--Oxley Act of 2002, the certifications of Bernard J. Duroc-Danner,
Chief Executive Officer of the Company, and Lisa W. Rodriguez, Chief Financial
Officer of the Company, are filed with this Form 10-Q as Exhibit Numbers 99.1
and 99.2. Copies of these certifications are available on the Company's website
at www.weatherford.com.
In addition, the sworn statements/certifications of Mr. Duroc-Danner and
Ms. Rodriguez, as required by Securities and Exchange Commission Order No. 4-460
and pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, were
filed with the Securities and Exchange Commission on August 9, 2002 as Exhibit
Numbers 99.1 and 99.2 to the Company's Form 8-K. Copies of these certifications
are also available on the Company's website at www.weatherford.com.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger dated May 8, 2002, among Weatherford
International, Inc., Weatherford Merger, Inc., Weatherford
International Ltd. and Weatherford U.S. Holdings LLC (incorporated
by reference to Exhibit 2.1 to Amendment No. 1 to Weatherford
International Ltd.'s Registration Statement on Form S-4 (Reg. No.
333-85644) filed on May 22, 2002).
+3.1 Amended and Restated Certificate of Incorporation of Weatherford
International, Inc.
+3.2 Bylaws of Weatherford International, Inc.
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Certificate of Incorporation and Bylaws of Weatherford
International, Inc. defining the rights of security holders.
4.2 Amending Agreement dated June 26, 2002, by and among Weatherford
International, Inc., Weatherford International Ltd., Weatherford
Canada Ltd., Weatherford ER Acquireco Inc., Jamie E. Biluk, N.
Scott A. Biluk, A. Lynn Biluk and Tracy L. Biluk (incorporated by
reference to Exhibit 4.4 to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Reg. No. 333-82634) filed on
July 5, 2002).
+4.3 Amendment No. 1 dated May 17, 2002, to Credit Agreement dated
April 26, 2001, among Weatherford International, Inc., Weatherford
Eurasia Limited, Weatherford Eurasia B.V., Weatherford
International Ltd., the Lenders defined therein and Bank One,
N.A., as Administrative Agent.
+4.4 Amendment No. 1 dated May 17, 2002, to Amended and Restated Credit
Agreement dated May 27, 1998, among Weatherford International,
Inc., Weatherford Canada Ltd., Weatherford International Ltd., the
Lenders defined therein, JPMorgan Chase Bank, as Administrative
Agent for the U.S. Lenders, and The Bank of Nova Scotia, as
Documentation Agent for the Lenders and as Agent for the Canadian
Lenders.
+4.5 Waiver and Omnibus Amendment dated June 26, 2002, to Sale
Agreement dated July 2, 2001, and Purchase Agreement dated July 2,
2001, among W1 Receivables, L.P., Weatherford International, Inc.,
Bank One, NA (Main Office Chicago), individually and as Agent,
Jupiter Securitization Corporation, Weatherford Artificial Lift
Systems, Inc., Weatherford U.S., L.P. and Weatherford
International Ltd.
+4.6 Waiver and Amendment No. 1 dated May 14, 2002, to Purchase
Agreement dated July 2, 2001, among W1 Receivables, L.P.,
Weatherford International, Inc., Bank One, NA (Main Office
Chicago), individually and as Agent, and Jupiter Securitization
Corporation.
+4.7 Fourth Supplemental Indenture dated June 26, 2002, among
Weatherford International, Inc., Weatherford International Ltd.
and The Bank of New York (as successor in interest to Bank of
Montreal Trust Company).
+4.8 Second Supplemental Indenture dated June 26, 2002, among
Weatherford International, Inc., Weatherford International Ltd.
and JP Morgan Chase Bank.
23
+10.1 Assumption and General Amendment of Directors' Stock Option and
Benefit Programs and General Amendment of Employee Stock Option
and Benefit Programs of Weatherford International, Inc. dated June
26, 2002.
+99.1 Certification of Chief Executive Officer.
+99.2 Certification of Chief Financial Officer.
- ----------
+ Filed herewith.
(b) Reports on Form 8-K:
1) Current Report on Form 8-K dated April 5, 2002, announcing the
approval of the Company's corporate restructuring plan.
2) Current Report on Form 8-K dated April 23, 2002, announcing
the Company's earnings for the quarter ended March 31, 2002.
3) Current Report on Form 8-K dated June 26, 2002, announcing the
corporate reorganization of the Company, changing its domicile
from Delaware to Bermuda under the name of Weatherford
International Ltd.
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Weatherford International, Inc.
By: /s/ Bernard J. Duroc-Danner
---------------------------------------------
Bernard J. Duroc-Danner
Chief Executive Officer, Chairman of the
Board and Director
(Principal Executive Officer)
/s/ Lisa W. Rodriguez
---------------------------------------------
Lisa W. Rodriguez
Senior Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
Date: August 14, 2002
25
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger dated May 8, 2002, among Weatherford
International, Inc., Weatherford Merger, Inc., Weatherford
International Ltd. and Weatherford U.S. Holdings LLC (incorporated
by reference to Exhibit 2.1 to Amendment No. 1 to Weatherford
International Ltd.'s Registration Statement on Form S-4 (Reg. No.
333-85644) filed on May 22, 2002).
+3.1 Amended and Restated Certificate of Incorporation of Weatherford
International, Inc.
+3.2 Bylaws of Weatherford International, Inc.
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Certificate of Incorporation and Bylaws of Weatherford
International, Inc. defining the rights of security holders.
4.2 Amending Agreement dated June 26, 2002, by and among Weatherford
International, Inc., Weatherford International Ltd., Weatherford
Canada Ltd., Weatherford ER Acquireco Inc., Jamie E. Biluk, N.
Scott A. Biluk, A. Lynn Biluk and Tracy L. Biluk (incorporated by
reference to Exhibit 4.4 to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Reg. No. 333-82634) filed on
July 5, 2002).
+4.3 Amendment No. 1 dated May 17, 2002, to Credit Agreement dated
April 26, 2001, among Weatherford International, Inc., Weatherford
Eurasia Limited, Weatherford Eurasia B.V., Weatherford
International Ltd., the Lenders defined therein and Bank One,
N.A., as Administrative Agent.
+4.4 Amendment No. 1 dated May 17, 2002, to Amended and Restated Credit
Agreement dated May 27, 1998, among Weatherford International,
Inc., Weatherford Canada Ltd., Weatherford International Ltd., the
Lenders defined therein, JPMorgan Chase Bank, as Administrative
Agent for the U.S. Lenders, and The Bank of Nova Scotia, as
Documentation Agent for the Lenders and as Agent for the Canadian
Lenders.
+4.5 Waiver and Omnibus Amendment dated June 26, 2002, to Sale
Agreement dated July 2, 2001, and Purchase Agreement dated July 2,
2001, among W1 Receivables, L.P., Weatherford International, Inc.,
Bank One, NA (Main Office Chicago), individually and as Agent,
Jupiter Securitization Corporation, Weatherford Artificial Lift
Systems, Inc., Weatherford U.S., L.P. and Weatherford
International Ltd.
+4.6 Waiver and Amendment No. 1 dated May 14, 2002, to Purchase
Agreement dated July 2, 2001, among W1 Receivables, L.P.,
Weatherford International, Inc., Bank One, NA (Main Office
Chicago), individually and as Agent, and Jupiter Securitization
Corporation.
+4.7 Fourth Supplemental Indenture dated June 26, 2002, among
Weatherford International, Inc., Weatherford International Ltd.
and The Bank of New York (as successor in interest to Bank of
Montreal Trust Company).
+4.8 Second Supplemental Indenture dated June 26, 2002, among
Weatherford International, Inc., Weatherford International Ltd.
and JP Morgan Chase Bank.
+10.1 Assumption and General Amendment of Directors' Stock Option and
Benefit Programs and General Amendment of Employee Stock Option
and Benefit Programs of Weatherford International, Inc. dated June
26, 2002.
+99.1 Certification of Chief Executive Officer.
+99.2 Certification of Chief Financial Officer.
</Table>
- --------------
+ Filed herewith.