UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 9, 2007
WEATHERFORD INTERNATIONAL LTD.
(Exact name of registrant as specified in charter)
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| Bermuda
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1-31339
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98-0371344 |
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(Commission File No.)
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(I.R.S. Employer Identification No.) |
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| 515 Post Oak Boulevard |
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| Suite 600 |
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| Houston, Texas
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77027 |
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Registrant’s telephone number, including area code: (713) 693-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events
ANNUAL
REPORT UPDATE
Weatherford International Ltd. (the “Company”) is filing this Current Report on Form 8-K to
update certain historical information included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2006 filed February 23, 2007 (“Form 10-K”). In particular, the Company is
updating historical results to reflect the reorganization of its reporting segments and to present
its oil and gas development and production business as a discontinued operation.
Segment
Reporting
As reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007, the Company reviewed its reporting segments during the first quarter of 2007. Based on this
review, the Company determined that its operational performance would be segmented and reviewed on
a geographic basis. As a result, the Company realigned its financial reporting segments and now
reports its segments as follows:
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North America |
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Latin America |
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Europe/West Africa/the Commonwealth of Independent States (“CIS”) |
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Middle East/North Africa/Asia |
Discontinued
Operation
As reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2007, the Company’s management approved a plan to sell its oil and gas development and production
business. As a result of this plan, the Company presented the results of operations, financial
position and cash flows of the business as a discontinued operation.
The following items of the Form 10-K are being adjusted retrospectively to reflect the
Company’s reorganization of its reporting segments and to present is oil and gas development and
production business as a discontinued operation:
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Business (Part I, Item 1); |
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Selected Financial Data (Part II, Item 6); |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”) (Part II, Item 7); and |
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Financial Statements and Supplementary Data (Part II, Item 8) |
These new presentations have no effect on the Company’s reported net income for any reporting
period. The revised sections of the Form 10-K included in this Current Report on Form 8-K have not
been otherwise updated for events occurring after the date of the consolidated financial
statements, which were originally presented in the Form 10-K. This Current Report on Form 8-K
should be read in conjunction with the Form 10-K (except for Part I, Item 1 and Part II, Items 6,
7, and 8) and the Company’s other periodic reports on Form 10-Q and Form 8-K.
UPDATED
RISK FACTOR
U.S. Government Investigations
We participated in the United Nations oil-for-food program governing sales of goods and services
into Iraq. The SEC has subpoenaed certain documents in connection with an investigation into our
participation in the oil-for-food program. The U.S. Department of Justice is also conducting an
investigation of our participation in the oil-for-food program. We are cooperating fully with
these investigations. In cooperation with the government, we have retained legal counsel, reporting
to our audit committee, to investigate this matter and represent us. These investigations are
ongoing, and we cannot anticipate the timing, outcome or possible impact of these investigations,
financial or otherwise.
The U.S. government has established trading sanctions applicable to U.S. persons conducting
business in certain jurisdictions. Certain of our separately incorporated foreign subsidiaries have
historically conducted business in those jurisdictions as non-U.S. persons. The U.S. Department of
Commerce, Bureau of Industry & Security and the U.S. Department of Justice are investigating
allegations of improper sales of products and services by our foreign subsidiaries in sanctioned
countries. We are cooperating fully with this investigation. In cooperation with the government, we
have retained legal counsel, reporting to our audit committee, to investigate this matter and
represent us. This investigation is ongoing, and we cannot anticipate the timing, outcome or
possible impact of the investigation, financial or otherwise.
In light of this investigation and of the current U.S. and foreign policy environment and the
inherent uncertainties surrounding these countries, we decided in September 2007 to direct our
foreign subsidiaries to discontinue doing business in countries that are subject to U.S. economic
and trade sanctions, including Cuba, Iran, Sudan and Syria. Effective September 2007, we will not
enter into any new contracts relating to these countries. We have begun an orderly discontinuation
and winding down of our existing business in these sanctioned countries.
The DOJ, the SEC and other agencies and authorities have a broad range of civil and criminal
penalties they may seek to impose against corporations and individuals in appropriate circumstances
including, but not limited to, injunctive relief, disgorgement, fines, penalties and modifications
to business practices and compliance programs. In recent years, these agencies and authorities have
entered into agreements with, and obtained a range of penalties against, several public
corporations and individuals arising from allegations similar to those that are the subject of our
ongoing investigations, under which civil and criminal penalties were imposed, including in some
cases multi-million dollar fines and other penalties and sanctions. Under trading sanctions laws,
the DOJ may also seek to impose modifications to business practices, including immediate cessation
of all business activities in sanctioned countries, and modifications to compliance programs, which
may increase compliance costs. In addition, our activities in sanctioned countries, such as Sudan
and Iran, could result in certain investors, such as government sponsored pension funds, divesting
or not investing in our common shares. Based on available information, we cannot predict what, if
any, actions the DOJ, SEC or other authorities may take in our situation or the effect any such
actions may have on our consolidated financial position or results of operations.
Item 9.01. Financial Statements and Exhibits
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Exhibits |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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99.1 |
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Business, revised only to reflect the change in reportable segments |
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99.2 |
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Selected Financial Data, revised only to reflect discontinued operation presentation |
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MD&A, revised to reflect the changes in reportable segments and discontinued
operation presentation |
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