Edgar Filing: WEATHERFORD INTERNATIONAL LTD

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A

[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Commission file number 1-31339

WEATHERFORD INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

Bermuda 98-0371344
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

515 Post Oak Boulevard
Suite 600
Houston, Texas 77027-3415
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 693-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Shares, $1.00 Par Value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes X No
--- ---

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 30, 2002 was $3,733,151,976, based upon the closing price
on the New York Stock Exchange as of such date.

Indicate the number of shares outstanding of each of the registrant's
classes of common shares, as of the latest practicable date:

Title of Class Outstanding at June 20, 2003
-------------- ----------------------------
Common Shares, $1.00 Par Value 121,250,648

EXPLANATORY NOTE

This amendment to the annual report on Form 10-K/A for the year ended
December 31, 2002 of Weatherford International Ltd. ("the Company") is being
filed to incorporate by reference the audited financial statements of Universal
Compression Holdings, Inc. ("Universal") for the year ended March 31, 2003 as
required by Rule 3-09 of Regulation S-X. The Company has a 45% equity interest
in Universal. In accordance with Rule 12b-15 under the Securities and Exchange
Act of 1934, as amended, the text of the amended item is set forth in its
entirety in the pages attached hereto.

A consent of Deloitte and Touche LLP, independent auditors for
Universal, is being filed as an exhibit hereto.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report or
incorporated herein by reference:

1. The consolidated financial statements of the Company listed on
page 41 of its annual report on Form 10-K for the fiscal year
ended December 31, 2002, as filed with the Securities and Exchange
Commission on March 18, 2003.

2. The financial statement schedule on page 10 of this report.

3. The exhibits of the Company listed below under Item 15 (c).

(b) Reports on Form 8-K

1. Current Report on Form 8-K dated October 24, 2002, announcing the
Company's earnings for the quarter ended September 30, 2002.

2. Current Report on Form 8-K dated October 8, 2002, announcing the
following:

(i) a non-recurring charge of approximately $155 million, net of
taxes, related essentially to a write-down of the Company's
equity investment in Universal Compression Holdings, Inc.,
and

(ii) comments on the Company's third and fourth quarter earnings
outlook for 2002.

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 the Registration
Statement on Form S-4 (Reg. No. 333-85644) filed on May 22, 2002).

2.2 Agreement and Plan of Merger dated October 23, 2000, by and among
Weatherford International, Inc., WEUS Holding, Inc., Enterra
Compression Company, Universal Compression Holdings, Inc. and
Universal Compression, Inc. (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K of Universal Compression Holdings,
Inc. (File No. 1-15843) and Universal Compression, Inc. (File No.
333-48279) filed October 26, 2000).

2.3 Purchase Agreement dated as of October 23, 2000, by and among
Weatherford International, Inc., WEUS Holding, Inc., Enterra
Compression Company, Global Compression Services, Inc. and General
Electric Capital Corporation (incorporated by reference to Exhibit F
to the Schedule 13D, with respect to the common stock of Universal
Compression Holdings, Inc., filed by Weatherford International, Inc.
and WEUS Holding, Inc. on November 2, 2000).

2.4 Agreement and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by reference to
Exhibit 2.1 to Amendment No. 1 to the Registrant's Current Report on
Form 8-K on Form 8-K/A (File No. 1-13086) filed March 9, 1998).

2.5 Amendment No. 1 dated as of April 17, 1998, to the Agreement and Plan
of Merger dated as of March 4, 1998, by and between EVI, Inc. and
Weatherford Enterra, Inc. (incorporated by reference to Exhibit 2.2 to
the Registrant's Current Report on Form 8-K (File No. 1-13086) filed
April 21, 1998).

2.6 Amendment No. 2 dated as of April 22, 1998, to the Agreement and Plan
of Merger dated as of March 4, 1998, as amended by and between EVI,
Inc. and Weatherford Enterra, Inc. (incorporated by reference to
Exhibit 2.3 to the Registrant's Current Report on Form 8-K (File No.
1-13086) filed April 23, 1998).

3.1 Memorandum of Association of Weatherford International Ltd.
(incorporated by reference to Annex II to the proxy
statement/prospectus included in Amendment No. 1 to the Registration
Statement on Form S-4 (Reg. No. 333-85644) filed on May 22, 2002).

3.2 Memorandum of Increase of Share Capital of Weatherford International
Ltd. (incorporated by reference to Annex II to the proxy
statement/prospectus included in Amendment No. 1 to the Registration
Statement on Form S-4 (Reg. No. 333-85644) filed on May 22, 2002).

3.3 Bye-laws of Weatherford International Ltd. (incorporated by reference
to Annex III to the proxy statement/prospectus included in Amendment
No. 1 to the Registration Statement on Form S-4 (Reg. No. 333-85644)
filed on May 22, 2002).

4.1 See Exhibits 3.1, 3.2 and 3.3 for provisions of the Memorandum of
Association and Bye-laws of Weatherford International Ltd. defining
the rights of holders of common shares.

4.2 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
(incorporated by reference to Exhibit 4.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
(File No. 1-13086) filed August 14, 2002).

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.3 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 (incorporated by
reference to Exhibit 4.4 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No. 1-13086) filed
August 14, 2002).

4.4 Amended and Restated Credit Agreement dated as of May 27, 1998, among
EVI Weatherford, Inc., EVI Oil Tools Canada Ltd., Chase Bank of Texas,
National Association, as U.S. Administrative Agent, The Bank of Nova
Scotia, as Documentation Agent and Canadian Agent, ABN AMRO Bank,
N.V., as Syndication Agent, and the other Lenders defined therein,
including the forms of Notes (incorporated by reference to Exhibit 4.1
to the Registrant's Current Report on Form 8-K (File No. 1-13086)
filed June 16, 1998).

4.5 Credit Agreement dated April 26, 2001, among Weatherford
International, Inc., Weatherford Eurasia Limited, Weatherford Eurasia
B.V., Bank One, NA, as Administrative Agent and Lender, The Royal Bank
of Scotland plc, as Documentation Agent and Lender, Royal Bank of
Canada, as Syndication Agent and Lender, ABN AMRO Bank N.V., as
Syndication Agent and Lender, Banc One Capital Markets, Inc., as Lead
Arranger and Sole Book Runner, and the other Lenders defined therein
(incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form S-3 (Reg. No. 333-60648) filed May 10, 2001).

4.6 Indenture dated May 17, 1996, between Weatherford Enterra, Inc. and
Bank of Montreal Trust Company, as Trustee (incorporated by reference
to Exhibit 4.1 to Weatherford Enterra, Inc.'s Current Report on Form
8-K (File No. 1-7867) filed May 31, 1996).

4.7 First Supplemental Indenture dated and effective as of May 27, 1998,
by and among EVI Weatherford, Inc., the successor by merger to
Weatherford Enterra, Inc., and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit No. 4.1 to the
Registrant's Current Report on Form 8-K (File No. 1-13086) filed June
2, 1998).

4.8 Second Supplemental Indenture dated June 30, 2000, between Weatherford
International, Inc. and The Bank of New York, as successor trustee to
Bank of Montreal Trust (including form of Debenture) (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on Form
8-K (File No. 1-13086) filed July 10, 2000).

4.9 Third Supplemental Indenture dated November 16, 2001, between
Weatherford International, Inc. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.11 to the Registration
Statement on Form S-3 (Reg. No. 333-73770) filed November 20, 2001).

4.10 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)
(incorporated by reference to Exhibit 4.7 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
(File No. 1-13086) filed August 14, 2002).

4.11 Convertible Debenture Guarantee Agreement dated June 26, 2002, between
Weatherford International Ltd. and JP Morgan Chase Bank (incorporated
by reference to Exhibit 4.8 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002 (File No. 1-13086) filed
August 14, 2002).

4.12 Indenture dated as of October 15, 1997, between EVI, Inc. and The
Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit
4.13 to the Registration Statement on Form S-3 (Reg. No. 333-45207)
filed January 29, 1998).

4.13 First Supplemental Indenture dated as of October 28, 1997, between
EVI, Inc. and The Chase Manhattan Bank, as Trustee (including form of
Debenture) (incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K (File No. 1-13086) filed
November 5, 1997).

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.14 Second Supplemental Indenture dated June 26, 2002, among Weatherford
International, Inc., Weatherford International Ltd. and JP Morgan
Chase Bank (incorporated by reference to Exhibit 4.9 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2002 (File No. 1-13086) filed August 14, 2002).

4.15 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May 15, 2006
(incorporated by reference to Exhibit 4.2 to Weatherford Enterra,
Inc.'s Current Report on Form 8-K (File No. 1-7867) filed May 31,
1996).

4.16 Sale Agreement dated July 2, 2001, among Weatherford Artificial Lift
Systems, Inc., Weatherford U.S., L.P. and each of their U.S.
affiliates who become Originators, as Sellers, and W1 Receivables,
L.P., as Purchaser (incorporated by reference to Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001 (File No. 1-13086) filed August 13, 2001).

4.17 Purchase Agreement dated July 2, 2001, among W1 Receivables, L.P., as
Seller, Weatherford International, Inc., as Servicer, and Jupiter
Securitization Corporation and Bank One, NA (Main Office Chicago), as
Agents (incorporated by reference to Exhibit 4.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001
(File No. 1-13086) filed August 13, 2001).

4.18 Registration Rights Agreement dated June 30, 2000, between Weatherford
International, Inc. and Morgan Stanley & Co. Incorporated
(incorporated by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K (File No. 1-13086) filed July 10, 2000).

4.19 Registration Rights Agreement dated November 16, 2001, among
Weatherford International, Inc. and Credit Suisse First Boston
Corporation and Lehman Brothers Inc., on behalf of the Initial
Purchasers (incorporated by reference to Exhibit 4.16 to the
Registration Statement on Form S-3 (Reg. No. 333-73770) filed November
20, 2001).

4.20 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.
(incorporated by reference to Exhibit 4.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
(File No. 1-13086) filed August 14, 2002).

4.21 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 (incorporated by
reference to Exhibit 4.6 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No. 1-13086) filed
August 14, 2002).

10.1 Voting Agreement, dated as of February 9, 2001, among Weatherford
International, Inc., WEUS Holding, Inc. and Universal Compression
Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 1-15843) filed February 14, 2001).

10.2 Transition Services Agreement dated as of February 9, 2001, between
Weatherford International, Inc. and Weatherford Global Compression
Services, L.P. (incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 1-15843) filed February 14, 2001).

10.3 Registration Rights Agreement, dated as of February 9, 2001, between
WEUS Holding, Inc. and Universal Compression Holdings, Inc.
(incorporated by reference to Exhibit 4.3 to the Quarterly Report on
Form 10-Q of Universal Compression Holdings, Inc. (File No. 1-15843)
filed February 14, 2001).

10.4 Distribution Agreement dated as of April 14, 2000, between Weatherford
International, Inc. and Grant Prideco, Inc. (incorporated by reference
to Exhibit 2.1 to the Registration Statement on Form S-3 of Grant
Prideco, Inc. (Reg. No. 333-35272) filed April 20, 2000).

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.5 Tax Allocation Agreement dated as of April 14, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc. (incorporated
by reference to Exhibit 10.11 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000 (File No. 1-13086)
filed May 15, 2000).

10.6 Preferred Supplier Agreement dated as of March 22, 2000, between
Weatherford International, Inc. and Grant Prideco, Inc. (incorporated
by reference to Exhibit 10.13 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000 (File No. 1-13086)
filed May 15, 2000).

*10.7 Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended and
restated (incorporated by reference to Exhibit 10.4 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996 (File No. 1-7867) filed March 23, 1997).

*10.8 Weatherford Enterra, Inc. Restricted Stock Incentive Plan, as amended
and restated (incorporated by reference to Exhibit 10.6 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996 (File No. 1-7867) filed March 24, 1997).

*10.9 Weatherford International, Inc. Executive Deferred Compensation Stock
Ownership Plan and Related Trust Agreement (incorporated by reference
to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000 (File No. 1-13086) filed May 15,
2000).

*10.10 Weatherford International, Inc. Non-Employee Director Deferred
Compensation Plan (incorporated by reference to Exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000 (File No. 1-13086) filed May 15, 2000).

*10.11 Energy Ventures, Inc. 1991 Non-Employee Director Stock Option Plan and
Form of Agreement (incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1991
(File No. 1-13086) filed August 8, 1991).

*10.12 Energy Ventures, Inc. 1992 Employee Stock Option Plan, as amended
(incorporated by reference to Exhibit 4.7 to the Registration
Statement on Form S-8 (Reg. No. 333-13531) filed October 4, 1997).

*10.13 Amended and Restated Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
(File No. 1-13086) filed August 12, 1995).

+*10.14 Weatherford International, Inc. 1998 Employee Stock Option Plan,
including form of agreement for officers (incorporated by reference to
Exhibit 4.19 to the Registration Statement on Form S-8 (Reg. No.
333-81678) filed January 30, 2002).

*10.15 Amendment to Stock Option Programs (incorporated by reference to
Exhibit 4.19 to the Registrant's Registration Statement on Form S-8
(Reg. No. 333-36598) filed May 19, 2000).

*10.16 Employment Agreements dated August 1, 2001 with Gary L. Warren, Mark
E. Hopmann, Burt M. Martin, Lisa W. Rodriguez and James N. Parmigiano
(incorporated by reference to Exhibit 10.3 to the Registrant's
Quarterly Report of Form 10-Q for the quarter ended September 30, 2001
(File No. 1-13086) filed November 21, 2001).

*10.17 Employment Agreement dated as of June 15, 1998, between EVI
Weatherford, Inc. and Philip Burguieres (incorporated by reference to
Exhibit No. 10.9 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 (File No. 1-13086) filed August 14,
1998).

*10.18 Employment Agreements with each of Bernard J. Duroc-Danner, Frances R.
Powell, John C. Coble and Robert Stiles (incorporated by reference to
Exhibit No. 10.9 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997 (File No. 1-13086) filed March 27,
1998).

*10.19 Employment Agreements with E. Lee Colley, III, Donald R. Galletly and
Jon R. Nicholson (incorporated by reference to Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1998 (File No. 1-13086) filed March 31, 1999).

EXHIBIT
NUMBER DESCRIPTION
------- -----------

*10.20 Indemnification Agreements with Robert K. Moses, Jr. (incorporated by
reference to Exhibit 10.10 to Weatherford Enterra, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1987 (File No.
1-7867)); Philip Burguieres (incorporated by reference to Exhibit 10.4
to Weatherford Enterra, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991 (File No. 1-7867)); William E. Macaulay
(incorporated by reference to Exhibit 10.2 to Weatherford Enterra,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended September
30, 1995 (File No. 1-7867)); and Jon Nicholson (incorporated by
reference to Exhibit 10.2 to Weatherford Enterra, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1996 (File No. 1-7867)
filed March 24, 1997).

*10.21 Indemnification Agreements with each of Bernard J. Duroc-Danner, Gary
L. Warren, Burt M. Martin, Lisa W. Rodriguez, E. Lee Colley III,
Donald R. Galletly, Jon R. Nicholson, James N. Parmigiano, Stuart E.
Ferguson, David J. Butters, Robert A. Rayne, Robert K. Moses, Jr.,
Philip Burguieres, Robert B. Millard, William E. Macaulay and Sheldon
B. Lubar (incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002 (File No. 1-13086) filed November 13, 2002).

*10.22 Form of Stock Option Agreement for Non-Employee Directors dated
September 8, 1998 (incorporated by reference to Exhibit 10.23 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1998 (File No. 1-13086) filed March 31, 1999).

*10.23 Form of Amendment to Stock Option Agreements dated September 8, 1998
for Non-Employee Directors (incorporated by reference to Exhibit 4.17
to the Registration Statement on Form S-8 (Reg. No. 333-36598) filed
May 9, 2000).

*10.24 Form of Stock Option Agreement for Non-employee Directors dated July
5, 2000 (incorporated by reference to Exhibit 4.16 to the Registration
Statement on Form S-8 (Reg. No. 333-48322) filed October 20, 2000).

*10.25 Form of Stock Option Agreement for Non-employee Directors dated
September 26, 2001 (incorporated by reference to Exhibit 4.19 to the
Registration Statement on Form S-8 (Reg. No. 333-81678) filed January
30, 2002).

*10.26 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 (incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
(File No. 1-13086) filed August 14, 2002).

*10.27 Form of Warrant Agreement with Robert K. Moses, Jr. dated September 8,
1998 (incorporated by reference to Exhibit 10.24 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998 (File
No. 1-13086) filed March 31, 1999).

*10.28 Form of Amendment to Warrant Agreement with Robert K. Moses Jr. dated
September 8, 1998 (incorporated by reference to Exhibit 4.18 to the
Registration Statement on Form S-8 (Reg. No. 333-36598) filed May 9,
2000).

*10.29 Form of Warrant Agreement with Robert K. Moses, Jr. dated July 5, 2000
(incorporated by reference to Exhibit 4.17 to the Registration
Statement on Form S-8 (Reg. No. 333-48322) filed October 20, 2000).

*10.30 Form of Warrant Agreement with Robert K. Moses dated September 26,
2001 (incorporated by reference to Exhibit 4.20 to the Registration
Statement on Form S-8 (Reg. No. 333-81676) filed January 30, 2002).

10.31 Licence Agreement among Shell Technology Ventures Inc.,
Weatherford/Lamb, Inc. and Weatherford International, Inc. dated March
1, 2002, as amended on April 29, 2002 (incorporated by reference to
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002 (File No. 1-13086) filed May 15, 2002).

10.32 Framework Agreement between Shell Technology Ventures Limited and
Weatherford International, Inc. dated March 1, 2002, as amended on
April 19, 2002 (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (File No. 1-13086) filed May 15, 2002).

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.33 Promissory Note to Shell Technology Ventures Inc. dated February 28,
2002 (incorporated by reference to Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
(File No. 1-13086) filed May 15, 2002).

10.34 Warrant Agreement between Shell Technology Ventures Inc. and
Weatherford International, Inc. dated February 28, 2002 (incorporated
by reference to Exhibit 10.4 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002 (File No. 1-13086)
filed May 15, 2002).

+*10.35 Employment Agreement dated September 27, 2002 with Stuart E. Ferguson.

+*10.36 Amended and Restated Foreign Executive Deferred Compensation Stock
Plan.

16.1 Changes in certifying accountant letter dated August 15, 2001, from
Arthur Andersen LLP to Weatherford International, Inc. (incorporated
by reference to Exhibit 16.1 to the Registrant's Current Report on
Form 8-K (File No. 1-13086) filed August 13, 2001).

+21.1 Subsidiaries of Weatherford International Ltd.

+23.1 Consent of Ernst & Young LLP.

++23.2 Consent of Deloitte and Touche LLP.

++99.1 Certification of Chief Executive Officer.

++99.2 Certification of Chief Financial Officer.

99.3 Consolidated Financial Statements of Universal Compression Holdings,
Inc. for the fiscal year ended March 31, 2003 (incorporated by
reference to Part II, Item 8 of the Annual Report on Form 10-K for the
fiscal year ended March 31, 2003, filed by Universal Compression
Holdings, Inc. (SEC file No. 001-15849) on June 17, 2003).
--------------------------------------------------------------------------------

* Management contract or compensatory plan or arrangement
+ Filed on March 18, 2003 as an exhibit to the Form 10-K
++ Filed herewith

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not
filed with this Annual Report on Form 10-K certain instruments defining the
rights of holders of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does not
exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any of such
instruments to the Securities and Exchange Commission upon request.

We agree to furnish to any requesting shareholder a copy of any of the above
named exhibits upon the payment of our reasonable expenses of obtaining,
duplicating and mailing the requested exhibits. All requests for copies of
exhibits should be made in writing to our Investor Relations Department at 515
Post Oak Blvd., Suite 600, Houston, TX 77027.

(d) Financial Statement Schedules

1. Valuation and qualifying accounts and allowances.

SCHEDULE II

WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
FOR THE THREE YEARS ENDED DECEMBER 31, 2002

ADDITIONS
-------------------------
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES COLLECTIONS DEDUCTIONS PERIOD
-------------------------------------------- ------------ ----------- ------------- ----------- ----------
(IN THOUSANDS)

YEAR ENDED DECEMBER 31, 2002:
Allowance for uncollectible accounts
receivable............................. $18,021 $ 1,784 $ 1,775 $ (3,492) $ 18,088
YEAR ENDED DECEMBER 31, 2001:
Allowance for uncollectible accounts
receivable............................. $23,281 $ 4,543 $ 2,063 $ (11,866) $ 18,021
YEAR ENDED DECEMBER 31, 2000:
Allowance for uncollectible accounts
receivable............................. $19,882 $ 5,158 $ 308 $ (2,067) $ 23,281

All other schedules are omitted because they are not required or because the
information is included in the financial statements or notes thereto.

2. The consolidated financial statements of Universal Compression
Holdings, Inc. for the three years ended December 31, 2002, required
to be included in this report pursuant to Rule 3-09 of Regulation S-X,
are filed as Exhibit 99.3.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on June 26, 2003.

WEATHERFORD INTERNATIONAL LTD.

By: /s/ Lisa W. Rodriguez
-----------------------------------------------
Lisa W. Rodriguez
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

CERTIFICATIONS

I, Bernard J. Duroc-Danner, certify that:

1. I have reviewed this annual report on Form 10-K/A of Weatherford
International Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 26, 2003

/s/ Bernard J. Duroc-Danner
---------------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer, Chairman of
the Board and Director

I, Lisa W. Rodriguez, certify that:

1. I have reviewed this annual report on Form 10-K/A of Weatherford
International Ltd.;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

Date: June 26, 2003

/s/ Lisa W. Rodriguez
---------------------------------------------
Lisa W. Rodriguez
Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------

23.2 Consent of Deloitte and Touche LLP.

99.1 Certification of Chief Executive Officer.

99.2 Certification of Chief Financial Officer.