##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    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 1-31339
 WEATHERFORD INTERNATIONAL LTD.
  Bermuda
    
    98-0371344(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)515 Post Oak BoulevardSuite 600Houston, Texas
    
    77027-3415(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, include area code)
 (Former name, former address and former fiscal year, if changed since last report)
  þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company: o(Do not check if a smaller reporting company)
  o þ
  Title of Class
    
    Outstanding at August 4, 2008Common Shares, par value $1.00
    
    680,648,807




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II. OTHER INFORMATIONITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY IN SECURITIES AND USE OF PROCEEDSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 6. EXHIBITSSIGNATURESEXHIBIT INDEXCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
 June 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent Assets:Cash and Cash Equivalents
    
    $
    267,978
    
    
    $
    170,714Accounts Receivable, Net of Allowance for Uncollectible
Accounts of $12,687 and $13,760, Respectively
    
    
    2,111,299
    
    
    
    1,961,854Inventories
    
    
    1,909,239
    
    
    
    1,607,684Other Current Assets
    
    
    639,145
    
    
    
    731,5174,927,661
    
    
    
    4,471,769Property, Plant and Equipment, Net of Accumulated
Depreciation of $2,592,818 and $2,400,062, Respectively
    
    
    4,979,621
    
    
    
    4,153,845Goodwill
    
    
    3,510,619
    
    
    
    3,358,490Other Intangible Assets, Net of Accumulated Amortization of
$250,224 and $227,307 Respectively
    
    
    584,005
    
    
    
    596,999Equity Investments
    
    
    473,571
    
    
    
    368,618Other Assets
    
    
    321,065
    
    
    
    241,236$
    14,796,542
    
    
    $
    13,190,957LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-term Debt
    
    $
    49,593
    
    
    $
    774,220Accounts Payable
    
    
    664,421
    
    
    
    612,775Other Current Liabilities
    
    
    734,986
    
    
    
    815,3701,449,000
    
    
    
    2,202,365Long-term Debt
    
    
    4,539,706
    
    
    
    3,066,335Other Liabilities
    
    
    572,578
    
    
    
    482,2116,561,284
    
    
    
    5,750,911Minority
Interest in Consolidated Subsidiaries
    
    
    66,288
    
    
    
    33,327Shareholders Equity:Common Shares, $1 Par Value, Authorized 2,000,000 Shares,
Issued 728,181 and 727,204 Shares, Respectively
    
    
    728,181
    
    
    
    727,204Capital in Excess of Par Value
    
    
    4,078,849
    
    
    
    3,995,747Treasury Shares, Net
    
    
    (911,768
    )
    
    
    (924,202
    )Retained Earnings
    
    
    3,805,367
    
    
    
    3,170,182Accumulated Other Comprehensive Income
    
    
    468,341
    
    
    
    437,7888,168,970
    
    
    
    7,406,719$
    14,796,542
    
    
    $
    13,190,957
  1




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Products
    
    $
    834,443
    
    
    $
    676,851
    
    
    $
    1,663,626
    
    
    $
    1,359,103Services
    
    
    1,394,807
    
    
    
    1,139,094
    
    
    
    2,761,516
    
    
    
    2,309,1272,229,250
    
    
    
    1,815,945
    
    
    
    4,425,142
    
    
    
    3,668,230Costs and ExpensesCost of Products
    
    
    621,836
    
    
    
    614,154
    
    
    
    1,220,626
    
    
    
    1,103,023Cost of Services
    
    
    832,318
    
    
    
    578,314
    
    
    
    1,683,206
    
    
    
    1,253,801Research and Development
    
    
    44,430
    
    
    
    40,700
    
    
    
    87,069
    
    
    
    81,214Selling, General and Administrative
Attributable to Segments
    
    
    268,798
    
    
    
    219,775
    
    
    
    509,665
    
    
    
    421,416Corporate General and Administrative
    
    
    46,288
    
    
    
    35,561
    
    
    
    93,462
    
    
    
    65,621Gain on Sale of Subsidiary
    
    
    (81,344
    )
    
    
    
    
    
    
    (81,344
    )
    
    
    Operating Income
    
    
    496,924
    
    
    
    327,441
    
    
    
    912,458
    
    
    
    743,155Other Expense:Interest Expense, Net
    
    
    (62,399
    )
    
    
    (35,293
    )
    
    
    (115,202
    )
    
    
    (69,064
    )Other, Net
    
    
    (5,282
    )
    
    
    (5,934
    )
    
    
    (4,783
    )
    
    
    (8,306
    )Income from Continuing Operations Before
Income Taxes and Minority Interest
    
    
    429,243
    
    
    
    286,214
    
    
    
    792,473
    
    
    
    665,785Provision for Income Taxes
    
    
    (57,875
    )
    
    
    (105,271
    )
    
    
    (131,500
    )
    
    
    (196,649
    )Income from Continuing Operations Before
Minority Interest
    
    
    371,368
    
    
    
    180,943
    
    
    
    660,973
    
    
    
    469,136Minority Interest, Net of Taxes
    
    
    (7,324
    )
    
    
    (4,463
    )
    
    
    (12,860
    )
    
    
    (8,837
    )Income from Continuing Operations
    
    
    364,044
    
    
    
    176,480
    
    
    
    648,113
    
    
    
    460,299Gain (Loss) from Discontinued Operation,
Net of Taxes
    
    
    6,940
    
    
    
    (11,170
    )
    
    
    (12,928
    )
    
    
    (13,417
    )Net Income
    
    $
    370,984
    
    
    $
    165,310
    
    
    $
    635,185
    
    
    $
    446,882Basic Earnings Per Share:Income from Continuing Operations
    
    $
    0.53
    
    
    $
    0.26
    
    
    $
    0.95
    
    
    $
    0.68Gain (Loss) from Discontinued Operation
    
    
    0.01
    
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.02
    )Net Income
    
    $
    0.54
    
    
    $
    0.24
    
    
    $
    0.93
    
    
    $
    0.66Diluted Earnings Per Share:Income from Continuing Operations
    
    $
    0.52
    
    
    $
    0.25
    
    
    $
    0.93
    
    
    $
    0.66Gain (Loss) from Discontinued Operation
    
    
    0.01
    
    
    
    (0.01
    )
    
    
    (0.02
    )
    
    
    (0.02
    )Net Income
    
    $
    0.53
    
    
    $
    0.24
    
    
    $
    0.91
    
    
    $
    0.64Weighted Average Shares Outstanding:Basic
    
    
    681,870
    
    
    
    676,662
    
    
    
    681,030
    
    
    
    677,340Diluted
    
    
    701,927
    
    
    
    695,634
    
    
    
    699,507
    
    
    
    694,124
  2




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
 Six MonthsEnded June 30,2008
    
    
    2007Cash Flows from Operating Activities:Net Income
    
    $
    635,185
    
    
    $
    446,882Adjustments to Reconcile Net Income to Net CashProvided by Operating Activities:Depreciation and Amortization
    
    
    340,998
    
    
    
    280,057Gain on Sales of Assets and Businesses, Net
    
    
    (85,815
    )
    
    
    (19,680
    )Loss from Discontinued Operation
    
    
    12,928
    
    
    
    13,417Employee Share-Based Compensation Expense
    
    
    48,134
    
    
    
    37,213Excess Tax Benefits from Share-Based Compensation
    
    
    (15,194
    )
    
    
    (8,154
    )Minority Interest
    
    
    12,860
    
    
    
    8,837Deferred Income Tax (Benefit) Provision
    
    
    (12,248
    )
    
    
    95,071Other, Net
    
    
    (12,478
    )
    
    
    11,431Change in Operating Assets and Liabilities, Net of Effect of Businesses Acquired
Accounts Receivable
    
    
    (115,277
    )
    
    
    (158,108
    )Inventories
    
    
    (288,328
    )
    
    
    (274,094
    )Accounts Payable
    
    
    45,041
    
    
    
    8,903Other
    
    
    (178,370
    )
    
    
    (161,551
    )Net Cash Provided by Operating Activities  Continuing Operations
    
    
    387,436
    
    
    
    280,224Net Cash Used by Operating Activities  Discontinued Operation
    
    
    (6,219
    )
    
    
    (14,038
    )Net Cash Provided by Operating Activities
    
    
    381,217
    
    
    
    266,186Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired
    
    
    (160,351
    )
    
    
    (211,044
    )Capital Expenditures for Property, Plant and Equipment
    
    
    (1,144,530
    )
    
    
    (672,528
    )Acquisition of Intellectual Property
    
    
    (6,436
    )
    
    
    (14,057
    )Purchase of Equity Investment in Unconsolidated Affiliates
    
    
    
    
    
    
    (331,771
    )Proceeds from Sale of Assets and Businesses, Net
    
    
    255,121
    
    
    
    30,390Net Cash Used by Investing Activities  Continuing Operations
    
    
    (1,056,196
    )
    
    
    (1,199,010
    )Net Cash Provided (Used) by Investing Activities  Discontinued Operation
    
    
    2,000
    
    
    
    (12,265
    )Net Cash Used by Investing Activities
    
    
    (1,054,196
    )
    
    
    (1,211,275
    )Cash Flows from Financing Activities:Borrowings of (Repayments on) Short-term Debt, Net
    
    
    (728,801
    )
    
    
    (389,517
    )Borrowings of Long-term Debt, Net
    
    
    1,486,207
    
    
    
    1,483,443Purchase of Treasury Shares
    
    
    
    
    
    
    (179,262
    )Proceeds from Exercise of Stock Options
    
    
    9,512
    
    
    
    13,010Excess Tax Benefits from Share-Based Compensation
    
    
    15,194
    
    
    
    8,154Other Financing Activities, Net
    
    
    (11,869
    )
    
    
    (1,522
    )Net Cash Provided by Financing Activities  Continuing Operations
    
    
    770,243
    
    
    
    934,306Net Cash Provided by Financing Activities  Discontinued Operation
    
    
    
    
    
    
    Net Cash Provided by Financing Activities
    
    
    770,243
    
    
    
    934,306Net Increase (Decrease)in Cash and Cash Equivalents
    
    
    97,264
    
    
    
    (10,783
    )Cash and Cash Equivalents at Beginning of Period
    
    
    170,714
    
    
    
    126,287Cash and Cash Equivalents at End of Period
    
    $
    267,978
    
    
    $
    115,504Supplemental Cash Flow Information:Interest Paid
    
    $
    110,515
    
    
    $
    73,460Income Taxes Paid, Net of Refunds
    
    
    148,123
    
    
    
    207,855
  3




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WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands)
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net Income
    
    $
    370,984
    
    
    $
    165,310
    
    
    $
    635,185
    
    
    $
    446,882Other Comprehensive Income:Deferred Loss on Derivative Instruments
    
    
    
    
    
    
    
    
    
    
    (12,576
    )
    
    
    Amortization of Pension Components
    
    
    980
    
    
    
    3,530
    
    
    
    5,616
    
    
    
    4,582Pension Remeasurement Loss
    
    
    
    
    
    
    (15,427
    )
    
    
    
    
    
    
    (15,427
    )Foreign Currency Translation
Adjustment
    
    
    32,449
    
    
    
    124,453
    
    
    
    37,326
    
    
    
    128,375Other
    
    
    147
    
    
    
    39
    
    
    
    187
    
    
    
    75Comprehensive Income
    
    $
    404,560
    
    
    $
    277,905
    
    
    $
    665,738
    
    
    $
    564,487
  
 4




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 1. General
     2. Business Combinations
   5




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
  3. Equity Investment Acquisition
  4. Discontinued Operations
  5. Inventories
  June 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Raw materials, components and supplies
    
    $
    400,182
    
    
    $
    373,383Work in process
    
    
    155,325
    
    
    
    118,407Finished goods
    
    
    1,353,732
    
    
    
    1,115,894$
    1,909,239
    
    
    $
    1,607,684
  6. Goodwill
  6




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
  Europe/
    
    
    Middle East/North
    
    
    Latin
    
    
    West Africa/
    
    
    North Africa/America
    
    
    America
    
    
    CIS
    
    
    Asia
    
    
    Total(In thousands)December 31, 2007
    
    $
    1,918,411
    
    
    $
    156,825
    
    
    $
    678,433
    
    
    $
    604,821
    
    
    $
    3,358,490Acquisitions
    
    
    33,310
    
    
    
    
    
    
    
    112,392
    
    
    
    8,063
    
    
    
    153,765Disposals
    
    
    (1,362
    )
    
    
    (27
    )
    
    
    
    
    
    
    
    
    
    
    (1,389
    )Purchase price and other
adjustments
    
    
    1,195
    
    
    
    4,330
    
    
    
    1,402
    
    
    
    (14,992
    )
    
    
    (8,065
    )Foreign currency
translation
    
    
    (25,363
    )
    
    
    3,987
    
    
    
    25,971
    
    
    
    3,223
    
    
    
    7,818As of June 30, 2008
    
    $
    1,926,191
    
    
    $
    165,115
    
    
    $
    818,198
    
    
    $
    601,115
    
    
    $
    3,510,619
 7. Short-term Borrowings and Current Portion of Long-term Debt
  June 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Revolving credit facilities
    
    $
    
    
    
    $
    491,000Commercial paper program
    
    
    13,479
    
    
    
    191,621Other short-term bank loans
    
    
    25,025
    
    
    
    80,025Total Short-term Borrowings
    
    
    38,504
    
    
    
    762,646Current Portion of Long-term Debt
    
    
    11,089
    
    
    
    11,574Short-term Borrowings and Current Portion of Long-term Debt
    
    $
    49,593
    
    
    $
    774,220
      7




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WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
    8. Derivative Instruments
 Interest Rate Swaps
  Cash Flow Hedges
  Other Derivative Instruments
   The Fair Value Option for Financial Assets and Financial Liabilitiesincluding an
amendment of FASB Statement No. 115 Accounting for Derivative Instruments and Hedging Activities
 8




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WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 Fair Value Measurements, Effective Date of FASB Statement No. 157,
       June 30, 2008Level 1
    
    Level 2
    
    Level 3
    
    Total(In thousands)Assets:Derivative contracts
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Liabilities:Derivative contracts
    
    
    
    
    
    
    93,858
    
    
    
    
    
    
    
    93,858
 9




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 9. Income Taxes
   10. Earnings Per Share
    Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic weighted average shares outstanding
    
    
    681,870
    
    
    
    676,662
    
    
    
    681,030
    
    
    
    677,340Dilutive effect of:Warrant
    
    
    8,380
    
    
    
    5,610
    
    
    
    7,663
    
    
    
    4,548Stock option and restricted share plans
    
    
    11,677
    
    
    
    13,362
    
    
    
    10,814
    
    
    
    12,236Diluted weighted average shares
outstanding
    
    
    701,927
    
    
    
    695,634
    
    
    
    699,507
    
    
    
    694,124
 11. Supplemental Cash Flow Information
  10




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WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 12. Share-Based Compensation
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)Share-based compensation
    
    $
    24,660
    
    
    $
    20,658
    
    
    $
    48,134
    
    
    $
    37,213Related tax benefit
    
    
    8,631
    
    
    
    7,230
    
    
    
    16,847
    
    
    
    13,024
   13. Retirement and Employee Benefit Plans
  Three Months Ended June 30,2008
    
    
    2007United
 States
    
    
    International
    
    
    United States
    
    
    International(In thousands)Service cost
    
    $
    720
    
    
    $
    3,555
    
    
    $
    671
    
    
    $
    2,736Interest cost
    
    
    1,511
    
    
    
    2,659
    
    
    
    1,430
    
    
    
    2,022Expected return on plan assets
    
    
    (179
    )
    
    
    (2,320
    )
    
    
    (165
    )
    
    
    (1,960
    )Amortization of transition obligation
    
    
    
    
    
    
    (1
    )
    
    
    3⁄4
    
    
    
    (1
    )Amortization of prior service cost (credit)
    
    
    458
    
    
    
    (20
    )
    
    
    494
    
    
    
    (26
    )Amortization of loss
    
    
    964
    
    
    
    107
    
    
    
    1,433
    
    
    
    37Curtailment/settlement loss
    
    
    
    
    
    
    
    
    
    
    1,484
    
    
    
    Net periodic benefit cost
    
    $
    3,474
    
    
    $
    3,980
    
    
    $
    5,347
    
    
    $
    2,808
 Six Months Ended June 30,2008
    
    
    2007United
 States
    
    
    International
    
    
    United
 States
    
    
    International(In thousands)Service cost
    
    $
    1,440
    
    
    $
    7,043
    
    
    $
    1,321
    
    
    $
    5,418Interest cost
    
    
    3,022
    
    
    
    5,269
    
    
    
    2,653
    
    
    
    3,993Expected return on plan assets
    
    
    (358
    )
    
    
    (4,626
    )
    
    
    (330
    )
    
    
    (3,886
    )Amortization of transition obligation
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Amortization of prior service cost (credit)
    
    
    916
    
    
    
    (40
    )
    
    
    1,054
    
    
    
    (52
    )Amortization of loss
    
    
    1,928
    
    
    
    208
    
    
    
    2,084
    
    
    
    74Curtailment/settlement loss
    
    
    5,621
    
    
    
    
    
    
    
    1,881
    
    
    
    Net periodic benefit cost
    
    $
    12,569
    
    
    $
    7,852
    
    
    $
    8,663
    
    
    $
    5,545
  11




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
  14. Segment Information
  Three Months Ended June 30, 2008Net
    
    
    Income
    
    
    DepreciationOperating
    
    
    from
    
    
    andRevenues
    
    
    Operations
    
    
    Amortization(In thousands)North America
    
    $
    1,012,244
    
    
    $
    224,252
    
    
    $
    75,093Middle East/North Africa/Asia
    
    
    556,251
    
    
    
    130,650
    
    
    
    45,982Europe/West Africa/CIS
    
    
    389,563
    
    
    
    99,016
    
    
    
    27,600Latin America
    
    
    271,192
    
    
    
    58,355
    
    
    
    20,3682,229,250
    
    
    
    512,273
    
    
    
    169,043Research and Development
    
    
    
    
    
    
    (44,430
    )
    
    
    1,867Corporate
    
    
    
    
    
    
    (35,275
    )
    
    
    800Other (a)
    
    
    
    
    
    
    64,356
    
    
    
    Total
    
    $
    2,229,250
    
    
    $
    496,924
    
    
    $
    171,710
 Three Months Ended June 30, 2007Net
    
    
    Income
    
    
    DepreciationOperating
    
    
    from
    
    
    andRevenues
    
    
    Operations
    
    
    Amortization(In thousands)North America
    
    $
    883,364
    
    
    $
    192,268
    
    
    $
    66,959Middle East/North Africa/Asia
    
    
    435,338
    
    
    
    96,998
    
    
    
    36,951Europe/West Africa/CIS
    
    
    290,639
    
    
    
    69,790
    
    
    
    20,936Latin America
    
    
    206,604
    
    
    
    45,742
    
    
    
    17,1181,815,945
    
    
    
    404,798
    
    
    
    141,964Research and Development
    
    
    
    
    
    
    (40,700
    )
    
    
    1,669Corporate
    
    
    
    
    
    
    (23,525
    )
    
    
    909Other (b)
    
    
    
    
    
    
    (13,132
    )
    
    
    Total
    
    $
    1,815,945
    
    
    $
    327,441
    
    
    $
    144,542
 
 (a)
    
    During the current quarter, the Company sold a 50% interest in a subsidiary it
controls to Qatar Petroleum for cash consideration of $113 million. The subsidiary
contains substantially all of the Companys Qatar operations. The sale resulted in a
gain of $81 million, after deducting direct costs of the transaction. The gain was
partially offset by $11 million in costs incurred in connection with the Companys
on-going investigations and $6 million in exit costs related to the Companys
withdrawal from sanctioned countries.(b)
    
    The three months ended June 30, 2007 includes $13 million for severance charges
associated with the Companys reorganization activities. 12




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 Six Months Ended June 30, 2008Net
    
    
    Income
    
    
    DepreciationOperating
    
    
    from
    
    
    andRevenues
    
    
    Operations
    
    
    Amortization(In thousands)North America
    
    $
    2,102,606
    
    
    $
    515,905
    
    
    $
    149,880Middle East/North Africa/Asia
    
    
    1,078,135
    
    
    
    251,324
    
    
    
    91,718Europe/West Africa/CIS
    
    
    737,192
    
    
    
    192,229
    
    
    
    54,221Latin America
    
    
    507,209
    
    
    
    118,853
    
    
    
    40,0504,425,142
    
    
    
    1,078,311
    
    
    
    335,869Research and Development
    
    
    
    
    
    
    (87,069
    )
    
    
    3,561Corporate
    
    
    
    
    
    
    (68,907
    )
    
    
    1,568Other (c)
    
    
    
    
    
    
    (9,877
    )
    
    
    Total
    
    $
    4,425,142
    
    
    $
    912,458
    
    
    $
    340,998
 Six Months Ended June 30, 2007Net
    
    
    Income
    
    
    DepreciationOperating
    
    
    from
    
    
    andRevenues
    
    
    Operations
    
    
    Amortization(In thousands)North America
    
    $
    1,889,997
    
    
    $
    492,478
    
    
    $
    128,723Middle East/North Africa/Asia
    
    
    830,090
    
    
    
    180,471
    
    
    
    73,118Europe/West Africa/CIS
    
    
    535,597
    
    
    
    125,025
    
    
    
    39,171Latin America
    
    
    412,546
    
    
    
    94,331
    
    
    
    33,8573,668,230
    
    
    
    892,305
    
    
    
    274,869Research and Development
    
    
    
    
    
    
    (81,214
    )
    
    
    3,289Corporate
    
    
    
    
    
    
    (50,620
    )
    
    
    1,899Other (d)
    
    
    
    
    
    
    (17,316
    )
    
    
    Total
    
    $
    3,668,230
    
    
    $
    743,155
    
    
    $
    280,057
 (c)
    
    The six months ended June 30, 2008 includes $57 million for costs incurred in
connection with the Companys withdrawal from sanctioned countries. These costs were
included in the Cost of Products line item in the Condensed Consolidated Statements of
Income. In addition, severance costs of $15 million were incurred associated with
reorganization activities and $19 million was expended in connection with the Companys
on-going investigations. These charges were partially offset by the $81 million gain
discussed above.(d)
    
    The six months ended June 30, 2007 includes $17 million for severance charges
associated with reorganization activities. 13




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 15. Disputes, Litigation and Contingencies
 U.S. Government and Internal Investigations
       14




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
  Other Litigation and Disputes
  16. New Accounting Pronouncements
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities
 17. Condensed Consolidating Financial Statements
    15




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
  Condensed Consolidating Balance Sheet
June 30, 2008
(unaudited)
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationASSETSCurrent Assets:Cash and Cash Equivalents
    
    $
    25
    
    
    $
    52,725
    
    
    $
    215,228
    
    
    $
    
    
    
    $
    267,978Other Current Assets
    
    
    13,357
    
    
    
    21,271
    
    
    
    4,625,055
    
    
    
    
    
    
    
    4,659,68313,382
    
    
    
    73,996
    
    
    
    4,840,283
    
    
    
    
    
    
    
    4,927,661Equity Investments in Affiliates
    
    
    13,334,120
    
    
    
    5,384,779
    
    
    
    12,846,663
    
    
    
    (31,565,562
    )
    
    
    Shares Held in Parent
    
    
    
    
    
    
    135,041
    
    
    
    776,731
    
    
    
    (911,772
    )
    
    
    Intercompany Receivables, Net
    
    
    730,327
    
    
    
    836,476
    
    
    
    
    
    
    
    (1,566,803
    )
    
    
    Other Assets
    
    
    74,220
    
    
    
    164,901
    
    
    
    9,629,760
    
    
    
    
    
    
    
    9,868,881$
    14,152,049
    
    
    $
    6,595,193
    
    
    $
    28,093,437
    
    
    $
    (34,044,137
    )
    
    $
    14,796,542LIABILITIES AND SHAREHOLDERS
EQUITYCurrent Liabilities:Short-term Borrowings and Current
Portion of Long-term Debt
    
    $
    14,264
    
    
    $
    1,704
    
    
    $
    33,625
    
    
    $
    
    
    
    $
    49,593Accounts Payable and Other Current
Liabilities
    
    
    57,745
    
    
    
    7,819
    
    
    
    1,333,843
    
    
    
    
    
    
    
    1,399,40772,009
    
    
    
    9,523
    
    
    
    1,367,468
    
    
    
    
    
    
    
    1,449,000Long-term Debt
    
    
    2,669,180
    
    
    
    1,850,020
    
    
    
    20,506
    
    
    
    
    
    
    
    4,539,706Intercompany Payables, Net
    
    
    
    
    
    
    
    
    
    
    1,566,803
    
    
    
    (1,566,803
    )
    
    
    Other Long-term Liabilities
    
    
    77,679
    
    
    
    9,024
    
    
    
    485,875
    
    
    
    
    
    
    
    572,5782,818,868
    
    
    
    1,868,567
    
    
    
    3,440,652
    
    
    
    (1,566,803
    )
    
    
    6,561,284Minority
Interest in Consolidated Subsidiaries
    
    
    
    
    
    
    
    
    
    
    66,288
    
    
    
    
    
    
    
    66,288Shareholders Equity
    
    
    11,333,181
    
    
    
    4,726,626
    
    
    
    24,586,497
    
    
    
    (32,477,334
    )
    
    
    8,168,970$
    14,152,049
    
    
    $
    6,595,193
    
    
    $
    28,093,437
    
    
    $
    (34,044,137
    )
    
    $
    14,796,542
 16




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 Condensed Consolidating Balance Sheet
December 31, 2007
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationASSETSCurrent Assets:Cash and Cash Equivalents
    
    $
    228
    
    
    $
    1,489
    
    
    $
    168,997
    
    
    $
    
    
    
    $
    170,714Other Current Assets
    
    
    13,591
    
    
    
    2,537
    
    
    
    4,284,927
    
    
    
    
    
    
    
    4,301,05513,819
    
    
    
    4,026
    
    
    
    4,453,924
    
    
    
    
    
    
    
    4,471,769Equity Investments in Affiliates
    
    
    12,008,907
    
    
    
    4,696,938
    
    
    
    13,600,365
    
    
    
    (30,306,210
    )
    
    
    Shares Held in Parent
    
    
    3⁄4
    
    
    
    129,428
    
    
    
    794,774
    
    
    
    (924,202
    )
    
    
    Intercompany Receivables, Net
    
    
    (127,594
    )
    
    
    1,233,846
    
    
    
    3⁄4
    
    
    
    (1,106,252
    )
    
    
    Other Assets
    
    
    52,031
    
    
    
    34,186
    
    
    
    8,632,971
    
    
    
    
    
    
    
    8,719,188$
    11,947,163
    
    
    $
    6,098,424
    
    
    $
    27,482,034
    
    
    $
    (32,336,664
    )
    
    $
    13,190,957LIABILITIES AND SHAREHOLDERS
EQUITYCurrent Liabilities:Short-term Borrowings and Current
Portion
of Long-term Debt
    
    $
    582,389
    
    
    $
    24,854
    
    
    $
    166,977
    
    
    $
    
    
    
    $
    774,220Accounts Payable and Other Current
Liabilities
    
    
    47,574
    
    
    
    7,959
    
    
    
    1,372,612
    
    
    
    
    
    
    
    1,428,145629,963
    
    
    
    32,813
    
    
    
    1,539,589
    
    
    
    
    
    
    
    2,202,365Long-term Debt
    
    
    1,198,418
    
    
    
    1,850,594
    
    
    
    17,323
    
    
    
    
    
    
    
    3,066,335Intercompany Payables, Net
    
    
    
    
    
    
    3⁄4
    
    
    
    1,106,252
    
    
    
    (1,106,252
    )
    
    
    Other Long-term Liabilities
    
    
    91,392
    
    
    
    22,556
    
    
    
    368,263
    
    
    
    
    
    
    
    482,2111,919,773
    
    
    
    1,905,963
    
    
    
    3,031,427
    
    
    
    (1,106,252
    )
    
    
    5,750,911Minority
Interest in Consolidated Subsidiaries
    
    
    
    
    
    
    
    
    
    
    33,327
    
    
    
    
    
    
    
    33,327Shareholders Equity
    
    
    10,027,390
    
    
    
    4,192,461
    
    
    
    24,417,280
    
    
    
    (31,230,412
    )
    
    
    7,406,719$
    11,947,163
    
    
    $
    6,098,424
    
    
    $
    27,482,034
    
    
    $
    (32,336,664
    )
    
    $
    13,190,957
 17




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 Condensed Consolidating Statements of Income
Three Months Ended June 30, 2008
(unaudited)
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationRevenues
    
    $
    
    
    
    $
    
    
    
    $
    2,229,250
    
    
    $
    
    
    
    $
    2,229,250Costs and Expenses
    
    
    (5,266
    )
    
    
    (151
    )
    
    
    (1,726,909
    )
    
    
    
    
    
    
    (1,732,326
    )Operating Income (Loss)
    
    
    (5,266
    )
    
    
    (151
    )
    
    
    502,341
    
    
    
    
    
    
    
    496,924Other Income (Expense):Interest Expense, Net
    
    
    (34,877
    )
    
    
    (28,684
    )
    
    
    1,162
    
    
    
    
    
    
    
    (62,399
    )Intercompany Charges, Net
    
    
    73,303
    
    
    
    
    
    
    
    (73,303
    )
    
    
    
    
    
    
    Equity in Subsidiary Income
    
    
    343,816
    
    
    
    329,164
    
    
    
    
    
    
    
    (672,980
    )
    
    
    Other, Net
    
    
    (7,992
    )
    
    
    (309
    )
    
    
    3,019
    
    
    
    
    
    
    
    (5,282
    )Income (Loss) from Continuing Operations
Before Income Taxes and Minority Interest
    
    
    368,984
    
    
    
    300,020
    
    
    
    433,219
    
    
    
    (672,980
    )
    
    
    429,243Benefit (Provision) for Income Taxes
    
    
    
    
    
    
    43,796
    
    
    
    (101,671
    )
    
    
    
    
    
    
    (57,875
    )Income (Loss) from Continuing Operations
Before Minority Interest
    
    
    368,984
    
    
    
    343,816
    
    
    
    331,548
    
    
    
    (672,980
    )
    
    
    371,368Minority Interest, Net of Taxes
    
    
    
    
    
    
    
    
    
    
    (7,324
    )
    
    
    
    
    
    
    (7,324
    )Income (Loss) from Continuing Operations
    
    
    368,984
    
    
    
    343,816
    
    
    
    324,224
    
    
    
    (672,980
    )
    
    
    364,044Gain from Discontinued Operation, Net of Taxes
    
    
    2,000
    
    
    
    
    
    
    
    4,940
    
    
    
    
    
    
    
    6,940Net Income (Loss)
    
    $
    370,984
    
    
    $
    343,816
    
    
    $
    329,164
    
    
    $
    (672,980
    )
    
    $
    370,984
 Condensed Consolidating Statements of Income
Three Months Ended June 30, 2007
(unaudited)
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationRevenues
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    1,815,945
    
    
    $
    3⁄4
    
    
    $
    1,815,945Costs and Expenses
    
    
    (4,185
    )
    
    
    (2,243
    )
    
    
    (1,482,076
    )
    
    
    3⁄4
    
    
    
    (1,488,504
    )Operating Income (Loss)
    
    
    (4,185
    )
    
    
    (2,243
    )
    
    
    333,869
    
    
    
    3⁄4
    
    
    
    327,441Other Income (Expense):Interest Income (Expense), Net
    
    
    (27,638
    )
    
    
    (8,663
    )
    
    
    1,008
    
    
    
    3⁄4
    
    
    
    (35,293
    )Intercompany Charges, Net
    
    
    (8,726
    )
    
    
    103,766
    
    
    
    (95,040
    )
    
    
    3⁄4
    
    
    
    3⁄4Equity in Subsidiary Income
    
    
    207,926
    
    
    
    146,768
    
    
    
    3⁄4
    
    
    
    (354,694
    )
    
    
    3⁄4Other, Net
    
    
    (2,067
    )
    
    
    1,461
    
    
    
    (5,328
    )
    
    
    3⁄4
    
    
    
    (5,934
    )Income (Loss) from Continuing Operations
Before Income Taxes and Minority Interest
    
    
    165,310
    
    
    
    241,089
    
    
    
    234,509
    
    
    
    (354,694
    )
    
    
    286,214Provision for Income Taxes
    
    
    3⁄4
    
    
    
    (33,163
    )
    
    
    (72,108
    )
    
    
    3⁄4
    
    
    
    (105,271
    )Income (Loss) from Continuing Operations
Before Minority Interest
    
    
    165,310
    
    
    
    207,926
    
    
    
    162,401
    
    
    
    (354,694
    )
    
    
    180,943Minority Interest, Net of Taxes
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (4,463
    )
    
    
    3⁄4
    
    
    
    (4,463
    )Income (Loss) from Continuing Operations
    
    
    165,310
    
    
    
    207,926
    
    
    
    157,938
    
    
    
    (354,694
    )
    
    
    176,480Loss from Discontinued Operation, Net of Taxes
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (11,170
    )
    
    
    3⁄4
    
    
    
    (11,170
    )Net Income (Loss)
    
    $
    165,310
    
    
    $
    207,926
    
    
    $
    146,768
    
    
    $
    (354,694
    )
    
    $
    165,310
 18




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 Condensed Consolidating Statements of Income
Six Months Ended June 30, 2008
(unaudited)
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationRevenues
    
    $
    
    
    
    $
    
    
    
    $
    4,425,142
    
    
    $
    
    
    
    $
    4,425,142Costs and Expenses
    
    
    (17,421
    )
    
    
    (841
    )
    
    
    (3,494,422
    )
    
    
    
    
    
    
    (3,512,684
    )Operating Income (Loss)
    
    
    (17,421
    )
    
    
    (841
    )
    
    
    930,720
    
    
    
    
    
    
    
    912,458Other Income (Expense):Interest Income (Expense), Net
    
    
    (57,573
    )
    
    
    (58,329
    )
    
    
    700
    
    
    
    
    
    
    
    (115,202
    )Intercompany Charges, Net
    
    
    76,298
    
    
    
    
    
    
    
    (76,298
    )
    
    
    
    
    
    
    Equity in Subsidiary Income
    
    
    626,936
    
    
    
    632,416
    
    
    
    
    
    
    
    (1,259,352
    )
    
    
    Other, Net
    
    
    4,974
    
    
    
    (566
    )
    
    
    (9,191
    )
    
    
    
    
    
    
    (4,783
    )Income (Loss) from Continuing Operations
Before Income Taxes and Minority Interest
    
    
    633,214
    
    
    
    572,680
    
    
    
    845,931
    
    
    
    (1,259,352
    )
    
    
    792,473Benefit (Provision) for Income Taxes
    
    
    (29
    )
    
    
    54,256
    
    
    
    (185,727
    )
    
    
    
    
    
    
    (131,500
    )Income (Loss) from Continuing Operations
Before Minority Interest
    
    
    633,185
    
    
    
    626,936
    
    
    
    660,204
    
    
    
    (1,259,352
    )
    
    
    660,973Minority Interest, Net of Taxes
    
    
    
    
    
    
    
    
    
    
    (12,860
    )
    
    
    
    
    
    
    (12,860
    )Income (Loss) from Continuing Operations
    
    
    633,185
    
    
    
    626,936
    
    
    
    647,344
    
    
    
    (1,259,352
    )
    
    
    648,113Gain (Loss) from Discontinued Operation,
Net of Taxes
    
    
    2,000
    
    
    
    
    
    
    
    (14,928
    )
    
    
    
    
    
    
    (12,928
    )Net Income (Loss)
    
    $
    635,185
    
    
    $
    626,936
    
    
    $
    632,416
    
    
    $
    (1,259,352
    )
    
    $
    635,185
 Condensed Consolidating Statements of Income
Six Months Ended June 30, 2007
(unaudited)
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationRevenues
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    3,668,230
    
    
    $
    3⁄4
    
    
    $
    3,668,230Costs and Expenses
    
    
    (7,286
    )
    
    
    (2,511
    )
    
    
    (2,915,278
    )
    
    
    3⁄4
    
    
    
    (2,925,075
    )Operating Income (Loss)
    
    
    (7,286
    )
    
    
    (2,511
    )
    
    
    752,952
    
    
    
    3⁄4
    
    
    
    743,155Other Income (Expense):Interest Income (Expense), Net
    
    
    (54,819
    )
    
    
    (14,256
    )
    
    
    11
    
    
    
    3⁄4
    
    
    
    (69,064
    )Intercompany Charges, Net
    
    
    (8,610
    )
    
    
    93,602
    
    
    
    (84,992
    )
    
    
    3⁄4
    
    
    
    3⁄4Equity in Subsidiary Income
    
    
    517,711
    
    
    
    467,301
    
    
    
    3⁄4
    
    
    
    (985,012
    )
    
    
    3⁄4Other, Net
    
    
    (114
    )
    
    
    1,232
    
    
    
    (9,424
    )
    
    
    3⁄4
    
    
    
    (8,306
    )Income (Loss) from Continuing Operations
Before Income Taxes and Minority Interest
    
    
    446,882
    
    
    
    545,368
    
    
    
    658,547
    
    
    
    (985,012
    )
    
    
    665,785Provision for Income Taxes
    
    
    3⁄4
    
    
    
    (27,657
    )
    
    
    (168,992
    )
    
    
    3⁄4
    
    
    
    (196,649
    )Income (Loss) from Continuing Operations
Before Minority Interest
    
    
    446,882
    
    
    
    517,711
    
    
    
    489,555
    
    
    
    (985,012
    )
    
    
    469,136Minority Interest, Net of Taxes
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (8,837
    )
    
    
    3⁄4
    
    
    
    (8,837
    )Income (Loss) from Continuing Operations
    
    
    446,882
    
    
    
    517,711
    
    
    
    480,718
    
    
    
    (985,012
    )
    
    
    460,299Loss from Discontinued Operation, Net of Taxes
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (13,417
    )
    
    
    3⁄4
    
    
    
    (13,417
    )Net Income (Loss)
    
    $
    446,882
    
    
    $
    517,711
    
    
    $
    467,301
    
    
    $
    (985,012
    )
    
    $
    446,882
 19




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2008
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationCash Flows from Operating Activities:Net Income (Loss)
    
    $
    635,185
    
    
    $
    626,936
    
    
    $
    632,416
    
    
    $
    (1,259,352
    )
    
    $
    635,185Adjustments to Reconcile Net Income (Loss) to Net
Cash Provided (Used) by Operating Activities:Charges from Parent or Subsidiary
    
    
    (76,298
    )
    
    
    
    
    
    
    76,298
    
    
    
    
    
    
    
    (Gain) Loss from Discontinued Operations
    
    
    (2,000
    )
    
    
    
    
    
    
    14,928
    
    
    
    
    
    
    
    12,928Equity in (Earnings) Loss of Affiliates
    
    
    (626,936
    )
    
    
    (632,416
    )
    
    
    
    
    
    
    1,259,352
    
    
    
    Deferred Income Tax Provision (Benefit)
    
    
    
    
    
    
    (21,598
    )
    
    
    9,350
    
    
    
    
    
    
    
    (12,248
    )Other Adjustments
    
    
    25,359
    
    
    
    (79,575
    )
    
    
    (194,213
    )
    
    
    
    
    
    
    (248,429
    )Net Cash Provided (Used) by Operating
Activities-Continuing Operations
    
    
    (44,690
    )
    
    
    (106,653
    )
    
    
    538,779
    
    
    
    
    
    
    
    387,436Net Cash Used by Operating Activities-
Discontinued Operations
    
    
    
    
    
    
    
    
    
    
    (6,219
    )
    
    
    
    
    
    
    (6,219
    )Net Cash Provided (Used) by Operating
Activities
    
    
    (44,690
    )
    
    
    (106,653
    )
    
    
    532,560
    
    
    
    
    
    
    
    381,217Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired
    
    
    
    
    
    
    
    
    
    
    (160,351
    )
    
    
    
    
    
    
    (160,351
    )Capital Expenditures for Property, Plant and
Equipment
    
    
    
    
    
    
    
    
    
    
    (1,144,530
    )
    
    
    
    
    
    
    (1,144,530
    )Acquisition of Intellectual Property
    
    
    
    
    
    
    
    
    
    
    (6,436
    )
    
    
    
    
    
    
    (6,436
    )Proceeds from Sale of Assets and Businesses, Net
    
    
    
    
    
    
    
    
    
    
    255,121
    
    
    
    
    
    
    
    255,121Capital Contribution to Subsidiary
    
    
    (116,454
    )
    
    
    
    
    
    
    
    
    
    
    116,454
    
    
    
    Net Cash Provided (Used) by Investing
Activities-Continuing Operations
    
    
    (116,454
    )
    
    
    
    
    
    
    (1,056,196
    )
    
    
    116,454
    
    
    
    (1,056,196
    )Net Cash Provided by Investing Activities-
Discontinued Operations
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    2,000Net Cash Provided (Used) by Investing
Activities
    
    
    (116,454
    )
    
    
    
    
    
    
    (1,054,196
    )
    
    
    116,454
    
    
    
    (1,054,196
    )Cash Flows from Financing Activities:Repayments on Short-term Debt, Net
    
    
    (568,124
    )
    
    
    (21,495
    )
    
    
    (139,182
    )
    
    
    
    
    
    
    (728,801
    )Borrowings of (Repayments on) Long-term
Debt, Net
    
    
    1,483,931
    
    
    
    (574
    )
    
    
    2,850
    
    
    
    
    
    
    
    1,486,207Proceeds from Exercise of Stock Options
    
    
    
    
    
    
    9,512
    
    
    
    
    
    
    
    
    
    
    
    9,512Borrowings (Repayments) Between
Subsidiaries, Net
    
    
    (742,395
    )
    
    
    154,650
    
    
    
    587,745
    
    
    
    
    
    
    
    Proceeds from Capital Contribution
    
    
    
    
    
    
    
    
    
    
    116,454
    
    
    
    (116,454
    )
    
    
    Other, Net
    
    
    (12,471
    )
    
    
    15,796
    
    
    
    
    
    
    
    
    
    
    
    3,325Net Cash Provided (Used) by Financing
Activities
    
    
    160,941
    
    
    
    157,889
    
    
    
    567,867
    
    
    
    (116,454
    )
    
    
    770,243Net Decrease in Cash and Cash Equivalents
    
    
    (203
    )
    
    
    51,236
    
    
    
    46,231
    
    
    
    
    
    
    
    97,264Cash and Cash Equivalents at Beginning of Year
    
    
    228
    
    
    
    1,489
    
    
    
    168,997
    
    
    
    
    
    
    
    170,714Cash and Cash Equivalents at End of Year
    
    $
    25
    
    
    $
    52,725
    
    
    $
    215,228
    
    
    $
    
    
    
    $
    267,978
 20




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##### Table of Contents



WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(UNAUDITED)
 Condensed Consolidating Statements of Cash Flows
Six Months Ended June 30, 2007
(unaudited)
(In thousands)
 OtherParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidationCash Flows from Operating Activities:Net Income (Loss)
    
    $
    446,882
    
    
    $
    517,711
    
    
    $
    467,301
    
    
    $
    (985,012
    )
    
    $
    446,882Adjustments to Reconcile Net Income (Loss) toNet Cash Provided (Used) by Operating
Activities:Equity in (Earnings) Loss of Affiliates
    
    
    (517,711
    )
    
    
    (467,301
    )
    
    
    3⁄4
    
    
    
    985,012
    
    
    
    3⁄4Loss from Discontinued Operation
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    13,417
    
    
    
    3⁄4
    
    
    
    13,417Charges from Parent or Subsidiary
    
    
    8,610
    
    
    
    (93,602
    )
    
    
    84,992
    
    
    
    3⁄4
    
    
    
    3⁄4Deferred Income Tax Provision (Benefit)
    
    
    3⁄4
    
    
    
    (5,217
    )
    
    
    100,288
    
    
    
    3⁄4
    
    
    
    95,071Other Adjustments
    
    
    (13,429
    )
    
    
    (42,062
    )
    
    
    (219,655
    )
    
    
    3⁄4
    
    
    
    (275,146
    )Net Cash Provided (Used) by Operating
Activities- Continuing Operations
    
    
    (75,648
    )
    
    
    (90,471
    )
    
    
    446,343
    
    
    
    3⁄4
    
    
    
    280,224Net Cash Used by Operating Activities-
Discontinued Operation
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (14,038
    )
    
    
    3⁄4
    
    
    
    (14,038
    )Net Cash Provided (Used) by Operating
Activities
    
    
    (75,648
    )
    
    
    (90,471
    )
    
    
    432,305
    
    
    
    3⁄4
    
    
    
    266,186Cash Flows from Investing Activities:Acquisition of Businesses, Net of Cash
Acquired
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (211,044
    )
    
    
    3⁄4
    
    
    
    (211,044
    )Capital Expenditures for Property, Plant and
Equipment
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (672,528
    )
    
    
    3⁄4
    
    
    
    (672,528
    )Acquisition of Intellectual Property
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (14,057
    )
    
    
    3⁄4
    
    
    
    (14,057
    )Purchase of Equity Investment in
Unconsolidated Affiliates
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (331,771
    )
    
    
    3⁄4
    
    
    
    (331,771
    )Proceeds from Sale of Assets
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    30,390
    
    
    
    3⁄4
    
    
    
    30,390Capital Contribution to Subsidiary
    
    
    (592,134
    )
    
    
    (23,100
    )
    
    
    3⁄4
    
    
    
    615,234
    
    
    
    3⁄4Distribution of Earnings from Subsidiary
    
    
    3⁄4
    
    
    
    (1,486,365
    )
    
    
    1,486,365
    
    
    
    3⁄4
    
    
    
    3⁄4Net Cash Provided (Used) by Investing
Activities- Continuing Operations
    
    
    (592,134
    )
    
    
    (1,509,465
    )
    
    
    287,355
    
    
    
    615,234
    
    
    
    (1,199,010
    )Net Cash Used by Investing Activities-
Discontinued Operation
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (12,265
    )
    
    
    3⁄4
    
    
    
    (12,265
    )Net Cash Provided (Used) by Investing
Activities
    
    
    (592,134
    )
    
    
    (1,509,465
    )
    
    
    275,090
    
    
    
    615,234
    
    
    
    (1,211,275
    )Cash Flows from Financing Activities:Borrowings of (Repayments on) Short-term Debt,
Net
    
    
    (422,747
    )
    
    
    57,216
    
    
    
    (23,986
    )
    
    
    3⁄4
    
    
    
    (389,517
    )Borrowings of (Repayments on) Long-term Debt,
Net
    
    
    3⁄4
    
    
    
    1,485,497
    
    
    
    (2,054
    )
    
    
    3⁄4
    
    
    
    1,483,443Borrowings (Repayments) Between
Subsidiaries, Net
    
    
    1,090,518
    
    
    
    36,057
    
    
    
    (1,126,575
    )
    
    
    3⁄4
    
    
    
    3⁄4Purchase of Treasury Shares
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    (179,262
    )
    
    
    3⁄4
    
    
    
    (179,262
    )Proceeds from Exercise of Stock Options
    
    
    3⁄4
    
    
    
    13,010
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    13,010Proceeds from Capital Contribution
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    615,234
    
    
    
    (615,234
    )
    
    
    3⁄4Other, Net
    
    
    3⁄4
    
    
    
    6,632
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    6,632Net Cash Provided (Used) by Financing
Activities- Continuing Operations
    
    
    667,771
    
    
    
    1,598,412
    
    
    
    (716,643
    )
    
    
    (615,234
    )
    
    
    934,306Net Cash Provided by Financing Activities-
Discontinued Operation
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    3⁄4Net Cash Provided (Used) by Financing
Activities
    
    
    667,771
    
    
    
    1,598,412
    
    
    
    (716,643
    )
    
    
    (615,234
    )
    
    
    934,306Net Decrease in Cash and Cash Equivalents
    
    
    (11
    )
    
    
    (1,524
    )
    
    
    (9,248
    )
    
    
    3⁄4
    
    
    
    (10,783
    )Cash and Cash Equivalents at Beginning of
Period
    
    
    35
    
    
    
    2,271
    
    
    
    123,981
    
    
    
    3⁄4
    
    
    
    126,287Cash and Cash Equivalents at End of Period
    
    $
    24
    
    
    $
    747
    
    
    $
    114,733
    
    
    $
    3⁄4
    
    
    $
    115,504
 21




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
 General
    Industry Trends
   Henry Hub
    
    North American
    
    InternationalWTI Oil (1)
    
    Gas (2)
    
    Rig Count (3)
    
    Rig Count (3)June 30, 2008
    
    $
    140.00
    
    
    $
    13.35
    
    
    
    2,168
    
    
    
    1,196December 31, 2007
    
    
    95.98
    
    
    
    7.48
    
    
    
    2,171
    
    
    
    1,122June 30, 2007
    
    
    70.68
    
    
    
    6.77
    
    
    
    1,981
    
    
    
    1,097
 
 (1)
    
    Price per barrel as of June 30 and December 31  Source:Thomson Reuters(2)
    
    Price per MM/BTU as of June 30 and December 31  Source:Thomson Reuters(3)
    
    Average rig count for the applicable month  Source:Baker Hughes Rig Count and other
third-party data  22




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##### Table of Contents



Opportunities and Challenges
   2008 and 2009 Outlook
   Geographic Markets.
  23




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##### Table of Contents



Pricing.
  Results of Operations
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands, except percentages and per share data)Revenues:North America
    
    $
    1,012,244
    
    
    $
    883,364
    
    
    $
    2,102,606
    
    
    $
    1,889,997Middle East/North Africa/Asia
    
    
    556,251
    
    
    
    435,338
    
    
    
    1,078,135
    
    
    
    830,090Europe/West Africa/CIS
    
    
    389,563
    
    
    
    290,639
    
    
    
    737,192
    
    
    
    535,597Latin America
    
    
    271,192
    
    
    
    206,604
    
    
    
    507,209
    
    
    
    412,5462,229,250
    
    
    
    1,815,945
    
    
    
    4,425,142
    
    
    
    3,668,230Operating Income:North America
    
    
    224,252
    
    
    
    192,268
    
    
    
    515,905
    
    
    
    492,478Middle East/North Africa/Asia
    
    
    130,650
    
    
    
    96,998
    
    
    
    251,324
    
    
    
    180,471Europe/West Africa/CIS
    
    
    99,016
    
    
    
    69,790
    
    
    
    192,229
    
    
    
    125,025Latin America
    
    
    58,355
    
    
    
    45,742
    
    
    
    118,853
    
    
    
    94,331Research and Development
    
    
    (44,430
    )
    
    
    (40,700
    )
    
    
    (87,069
    )
    
    
    (81,214
    )Corporate
    
    
    (35,275
    )
    
    
    (23,525
    )
    
    
    (68,907
    )
    
    
    (50,620
    )Exit and Restructuring
    
    
    64,356
    
    
    
    (13,132
    )
    
    
    (9,877
    )
    
    
    (17,316
    )496,924
    
    
    
    327,441
    
    
    
    912,458
    
    
    
    743,155Interest Expense, Net
    
    
    (62,399
    )
    
    
    (35,293
    )
    
    
    (115,202
    )
    
    
    (69,064
    )Other, Net
    
    
    (5,282
    )
    
    
    (5,934
    )
    
    
    (4,783
    )
    
    
    (8,306
    )Effective Tax Rate
    
    
    13.5
    %
    
    
    36.8
    %
    
    
    16.6
    %
    
    
    29.5
    %Net Income per Diluted Share from
Continuing Operations
    
    $
    0.52
    
    
    $
    0.25
    
    
    $
    0.93
    
    
    $
    0.66Gain (Loss) from Discontinued Operation,
Net of Taxes
    
    
    6,940
    
    
    
    (11,170
    )
    
    
    (12,928
    )
    
    
    (13,417
    )Net Income per Diluted Share
    
    $
    0.53
    
    
    $
    0.24
    
    
    $
    0.91
    
    
    $
    0.64Depreciation and Amortization
    
    
    171,710
    
    
    
    144,542
    
    
    
    340,998
    
    
    
    280,057
 24




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##### Table of Contents



Revenues
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007Artificial Lift Systems
    
    
    17
    %
    
    
    17
    %
    
    
    16
    %
    
    
    17
    %Well Construction
    
    
    17
    
    
    
    16
    
    
    
    17
    
    
    
    16Drilling Services
    
    
    15
    
    
    
    15
    
    
    
    15
    
    
    
    15Drilling Tools
    
    
    11
    
    
    
    12
    
    
    
    11
    
    
    
    12Completion Systems
    
    
    10
    
    
    
    11
    
    
    
    10
    
    
    
    10Re-entry & Fishing
    
    
    8
    
    
    
    8
    
    
    
    8
    
    
    
    8Wireline
    
    
    7
    
    
    
    7
    
    
    
    8
    
    
    
    9Stimulation & Chemicals Services
    
    
    7
    
    
    
    7
    
    
    
    7
    
    
    
    6Integrated Drilling
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Pipeline & Specialty Services
    
    
    3
    
    
    
    2
    
    
    
    3
    
    
    
    2100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
   Operating Income
     25




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##### Table of Contents



Interest Expense, Net
  Income Taxes
  Segment Results
 North America
    Middle East/North Africa/Asia
   Europe/West Africa/CIS
  26




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##### Table of Contents



Latin America
   Discontinued
Operations
  Liquidity and Capital Resources
 Sources of Liquidity
  Committed Borrowing Facilities
    27




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##### Table of Contents



Facilities
    
    $
    1,750Less:Amount drawn
    
    
    Commercial paper
    
    
    13Letters of credit
    
    
    34Availability
    
    $
    1,703
 Commercial Paper
  Debt Offering
  Cash Requirements
     Derivative Instruments
 Interest Rate Swaps
  28




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##### Table of Contents



Cash Flow Hedges
  Other Derivative Instruments
   Off Balance Sheet Arrangements
 Guarantees
   Letters of Credit
  New Accounting Pronouncements
  Critical Accounting Policies and Estimates
  29




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##### Table of Contents



Exposures
 Risk Factors
 Forward-Looking Statements
   
    
    A downturn in market conditions could affect projected results.Any material changes in
oil and natural gas supply and demand, oil and natural gas prices, rig count or other
market trends would affect our results and would likely affect the forward-looking
information we provide. The oil and natural gas industry is extremely volatile and subject
to change based on political and economic factors outside our control. Worldwide drilling
activity has increased in each of the last four years; however, if an extended regional
and/or worldwide recession were to occur, it would result in lower demand and lower prices
for oil and natural gas, which would adversely affect drilling and production activity and
therefore would affect our revenues and income. We have assumed increases in worldwide
demand will continue throughout 2008 and 2009.
    
    Availability of a skilled workforce could affect our projected results.Due to the high
activity in the exploration and production and oilfield service industries there is an
increasing shortage of available skilled labor, particularly in our high-growth regions.
Our forward-looking statements assume we will be able to recruit and maintain a sufficient
skilled workforce for activity levels.
    
    Increases in the prices and availability of our raw materials could affect our results
of operations.We use large amounts of raw materials for manufacturing our products. The
price of these raw materials has a significant impact on our cost of producing products for
sale or producing fixed assets used in our business. We have assumed that the prices of
our raw materials will remain within a manageable range and will be readily available. If
we are unable to obtain necessary raw materials or if we are unable to minimize the impact
of increased raw materials costs through our supply chain initiatives or by passing through
these increases to our customers, our margins and results of operations could be adversely
affected.
    
    Our long-term growth depends upon technological innovation and commercialization.Our
ability to deliver our long-term growth strategy depends in part on the commercialization
of new technology. A central aspect of our growth strategy is to innovate our products and
services, to obtain technologically advanced products through internal research and
development and/or acquisitions, to protect proprietary technology from unauthorized use
and to expand the markets for new technology through leverage of our worldwide
infrastructure. The key to our success will be our ability to commercialize the technology
that we have acquired and demonstrate the enhanced value our technology brings to our
customers operations. Our major technological advances include, but are not limited to,
those related to controlled pressure drilling and testing systems, expandable solid
tubulars, expandable sand screens and intelligent well completion. Our forward-looking
statements have assumed successful commercialization of, and above-average growth from,
these new products and services.
    
    Nonrealization of expected benefits from our 2002 corporate reincorporation could affect
our projected results.We are incorporated in Bermuda and we operate through our various
subsidiaries in numerous countries throughout the world including the United States.
Consequently, we are subject to changes in tax laws, treaties or regulations or the
interpretation or enforcement thereof in the U.S., Bermuda or
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##### Table of Contents



jurisdictions in which we or
any of our subsidiaries operates or is resident. Our income tax expense is based upon our
interpretation of the tax laws in effect in various countries at the time that the expense
was incurred. If the U.S. Internal Revenue Service or other taxing authorities do not agree
with our assessment of the effects of such laws, treaties and regulations, this could have
a material adverse effect on us including the imposition of a higher effective tax rate on
our worldwide earnings or a reclassification of the tax impact of our significant corporate
restructuring transactions.
 
    
    Nonrealization of expected benefits from our acquisitions could affect our projected
results.We expect to gain certain business, financial and strategic advantages as a
result of business acquisitions we undertake, including synergies and operating
efficiencies. Our forward-looking statements assume that we will successfully integrate
our business acquisitions and realize the benefits of that. An inability to realize
expected strategic advantages as a result of the acquisition would negatively affect the
anticipated benefits of the acquisition.
    
    The cyclical nature of or a prolonged downturn in our industry could affect the carrying
value of our goodwill.As of June 30, 2008, we had approximately $3.5 billion of goodwill.
Our estimates of the value of our goodwill could be reduced in the future as a result of
various factors, some of which are beyond our control. Any reduction in the value of our
goodwill may result in an impairment charge and therefore adversely affect our results.
    
    Currency fluctuations could have a material adverse financial impact on our business.A
material change 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 currency exchange rates.
    
    Adverse weather conditions in certain regions could aversely affect our operations.In
the summer of 2005, the Gulf of Mexico suffered several significant hurricanes. These
hurricanes and associated hurricane threats reduced the number of days on which we and our
customers could operate, which resulted in lower revenues than we otherwise would have
achieved. In parts of 2006, and particularly in the second quarter of 2007 and 2008,
climatic conditions in Canada were not as favorable to drilling as we anticipated, which
limited our potential results in that region. Similarly, unfavorable weather in Russia and
in the North Sea could reduce our operations and revenues from that area during the
relevant period. Our forward-looking statements assume weather patterns in our primary
areas of operations will be conducive to our operations.
    
    U.S. Government and internal investigations could affect our results of operations.We
are currently involved in government and internal investigations involving various of our
operations. These investigations are ongoing, and we cannot anticipate the timing, outcome
or possible impact of these investigations, financial or otherwise. The governmental
agencies involved in these investigations have a broad range of civil and criminal
penalties they may seek to impose against corporations and individuals for violations of
trading sanctions laws, the Foreign Corrupt Practices Act and other federal statutes
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 in similar 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 Department of Justice (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.
Any injunctive relief, disgorgement, fines, penalties, sanctions or imposed modifications
to business practices resulting from these investigations could adversely affect our
results of operations. Additionally, during the six months ended June 30, 2008, we
incurred $57 million for costs in connection with our exit from sanctioned countries and
$19 million in connection with complying with these on-going investigations. We will have
additional charges related to these matters in future periods, which costs may include
labor claims, contractual claims, penalties assessed by customers, and costs, fines, taxes
and penalties assessed by the local governments, but we cannot quantify those charges or be
certain of the timing of them.
    
    Political disturbances, war, or terrorist attacks and changes in global trade policies
could adversely impact our operations.We have assumed there will be no material political
disturbances or terrorist attacks and there will be no material changes in global trade
policies. Any further military action undertaken by the U.S. or other countries could
adversely affect our results of operations.
 31




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##### Table of Contents



www.sec.gov
 Available Information
 www.weatherford.com
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  Foreign Currency Exchange Rates
     Interest Rates
  32




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##### Table of Contents



June 30, 2008
    
    December 31, 2007Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    Value(In millions)6.625% Senior Notes due 2011
    
    $
    355
    
    
    $
    365
    
    
    $
    356
    
    
    $
    3695.95% Senior Notes due 2012
    
    
    599
    
    
    
    611
    
    
    
    599
    
    
    
    6185.15% Senior Notes due 2013
    
    
    475
    
    
    
    494
    
    
    
    
    
    
    
    4.95% Senior Notes due 2013
    
    
    254
    
    
    
    246
    
    
    
    255
    
    
    
    2455.50% Senior Notes due 2016
    
    
    349
    
    
    
    332
    
    
    
    349
    
    
    
    3386.00% Senior Notes due 2018
    
    
    497
    
    
    
    500
    
    
    
    
    
    
    
    6.35% Senior Notes due 2017
    
    
    600
    
    
    
    577
    
    
    
    600
    
    
    
    6246.50% Senior Notes due 2036
    
    
    596
    
    
    
    598
    
    
    
    596
    
    
    
    5986.80% Senior Notes due 2037
    
    
    298
    
    
    
    308
    
    
    
    298
    
    
    
    3137.00% Senior Notes due 2038
    
    
    498
    
    
    
    516
    
    
    
    
    
    
    
    
   Interest Rate Swaps and Derivatives
      33




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
  
 PART II. OTHER INFORMATION
 
 ITEM
1A. RISK FACTORS
    
 ITEM 2. UNREGISTERED SALES OF EQUITY IN SECURITIES AND USE OF PROCEEDS
   34




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##### Table of Contents



Period
    
    No. of Shares
    
    Average PriceApril 1  April 30, 2008
    
    
    2,958
    
    
    $
    39.29May 1  May 31, 2008
    
    
    15,497
    
    
    
    42.29June 1  June 30, 2008
    
    
    4,290
    
    
    
    45.58
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  BrokerElection of Directors
    
    For
    
    
    Against
    
    
    Withheld
    
    
    Non-VotesNicholas F. Brady
    
    
    276,197,174
    
    
    
    22,971,310
    
    
    
    2,464,072
    
    
    
    612David J. Butters
    
    
    277,638,384
    
    
    
    21,528,715
    
    
    
    2,465,505
    
    
    
    564Bernard J. Duroc-Danner
    
    
    273,030,293
    
    
    
    26,134,590
    
    
    
    2,467,800
    
    
    
    485William E. Macaulay
    
    
    277,641,123
    
    
    
    21,527,536
    
    
    
    2,463,957
    
    
    
    552Robert B. Millard
    
    
    277,639,123
    
    
    
    21,480,663
    
    
    
    2,512,831
    
    
    
    551Robert K. Moses, Jr.
    
    
    277,699,446
    
    
    
    21,468,164
    
    
    
    2,465,028
    
    
    
    530Robert A. Rayne
    
    
    250,708,556
    
    
    
    48,047,290
    
    
    
    2,876,979
    
    
    
    373
 In addition, the shareholders of the Company voted on the
following proposal:The appointment of Ernst & Young LLP as the Companys Independent Registered Public
Accounting Firm for the year ending December 31, 2008, and the authorization of the Audit
Committee of the Board of Directors to set Ernst & Young LLPs remuneration. The results
of the voting with respect to such matter were 297,711,226 shares voted for, 1,445,993
shares voted against, 2,475,583 shares abstained, and 366 broker non-votes.
 35




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##### Table of Contents



ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 
    
    Filed herewith 36




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##### Table of Contents



SIGNATURES
  Weatherford International Ltd.By:
    
    /s/ Bernard J. Duroc-DannerBernard J. Duroc-DannerChief Executive Officer(Principal Executive Officer)/s/ Andrew P. BecnelAndrew P. BecnelSenior Vice President and ChiefFinancial Officer(Principal Financial Officer)/s/ Jessica AbarcaJessica AbarcaVice President  Accounting andChief Accounting Officer(Principal Accounting Officer)Date: August 7, 2008
 37




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##### Table of Contents



ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 
    
    Filed herewith 38