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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
  Washington, DC 20549
  Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the
    fiscal year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    Commission file number 1-34258
  WEATHERFORD INTERNATIONAL
    LTD.
 (Exact name of registrant as
    specified in its charter)
  Switzerland(State or other jurisdiction
    of
    incorporation or organization)

98-0606750(IRS Employer Identification
    No.)4-6 Rue Jean-Francois Bartholoni,
    1204 Geneva, Switzerland(Address of principal
    executive offices)

Not Applicable(Zip Code)   Registrants telephone number, including area code:
 41.22.816.1500
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredRegistered Shares, par value 1.16 Swiss francs per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K Form 10-K




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##### 





Weatherford
    International Ltd.
  Form 10-K
    for the Year Ended December 31, 2010
  Table of
    Contents
   
   
 PagePART IItem 1

Business


1Item 1A

Risk Factors


14Item 1B

Unresolved Staff Comments


20Item 2

Properties


21Item 3

Legal Proceedings


21Item 4

(Removed and Reserved)


22PART IIItem 5

Market for Registrants Common Equity,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


22Item 6

Selected Financial Data


24Item 7

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


25Item 7A

Quantitative and Qualitative Disclosures about
    Market Risk


40Item 8

Financial Statements and Supplementary Data


43Item 9

Changes in and Disagreement with Accountants on
    Accounting and Financial Disclosure


100Item 9A

Controls and Procedures


100Item 9B

Other Information


101PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


101Item 11

Executive Compensation


101Item 12(a)

Security Ownership of Certain Beneficial
    Owners


102Item 12(b)

Security Ownership of Management


102Item 12(d)

Securities Authorized for Issuance under Equity
    Compensation Plans


102Item 13

Certain Relationships and Related Transactions,
    and Director Independence


103Item 14

Principal Accounting Fees and Services


103PART IVItem 15

Exhibits, Financial Statement Schedules


104SIGNATURES


114EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Explanatory
    Note




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PART I  Item 1.
    Business          Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
    Strategy
    
    Continuously improving the efficiency, productivity and quality
    of our products and services and their respective delivery in
    order to grow revenues and operating margins in all of our
    geographic markets at a rate exceeding underlying market
    activity;
    Through a commitment to innovation and invention, developing and
    commercializing new products and services capable of meeting
    evolving needs of our customers; and
    Further extending our global infrastructure in scope and scale
    at a level consistent with meeting customer demand for our
    products and services in an efficient manner. 1




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Markets
    and/or
  Product
    Offerings
    Artificial
    Lift Systems
    Progressing Cavity Pumps 
  Reciprocating Rod Lift Systems  up-and-down
  Gas Lift Systems 
  Hydraulic Lift Systems 
  Plunger Lift Systems
 2




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Hybrid Lift Systems 
  Wellhead Systems 
  Production Optimization 
    Well Optimization  and/or
  Flow Measurement 
  Field Optimization
  Deepwater
  Drilling
    Services
  sm , tm tm
   3




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
    Measurement while drilling (MWD) and logging while drilling
    (LWD) MWD and LWD measure, respectively,
    wellbore trajectory and formation properties, in real time,
    while the well is being drilled, to enable it to be steered into
    its optimum position.
    Rotary steerable systems (RSS) These systems
    allow control of wellbore trajectory while maintaining
    continuous rotation of the drillstring at the surface. RSS
    technology is crucial for enabling long, step-out, directional
    wells and for reducing completion-running complications
    resulting from abrupt small-scale hole-angle changes caused by
    conventional drilling methods.
    Directional drilling services These services
    include surveying, design and operational support for
    directional and horizontal drilling and performance drilling in
    vertical wells; products include drilling motors and other
    associated equipment, software and expertise required to deliver
    the well on target as efficiently as possible.    Secure
    Drilling SM Secure Drilling life-of-well Secure Drilling
  
    Managed Pressure Drilling (MPD) This
    technique provides an advanced method of controlling the well
    using a closed, pressurized fluid system that more precisely
    controls the wellbore pressure profile than mud weight
    adjustments alone. The main objective of MPD is to optimize
    drilling processes by decreasing non-productive time and
    mitigating drilling hazards.
    Underbalanced Drilling (UBD) This technique
    is used in development, exploration and mature field
    applications to minimize formation damage and maximize
    productivity. UBD is drilling with bottomhole pressure that is
    maintained below reservoir pressure to intentionally invite
    fluid influx. This technique permits the reservoir to flow while
    drilling takes place, thereby improving well productivity by
    protecting the formation from damage by the drilling fluids.
    Air Drilling This technique applies reduced
    density fluid systems to drill
    sub-hydrostatically.
    Air drilling is used primarily in hard rock applications to
    reduce drilling costs by increasing the rate of penetration.    Well Testing 
    Drilling-with-casing and drilling-with-liner
    systems  DwC DwL
 4




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Surface Logging Systems
  Well
    Construction
    Tubular Running Services  and/or
  Cementing Products 
  Liner Systems 
  Swellable Products tm ® ® ® Genisi
  Solid Tubular Expandable Technologies  ® tm MetalSkin MetalSkin HydraSkin bottom-up
  Aluminum Alloy Tubular Products strength-to-weight Aluminum Alloy Drill Pipe,
 5




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Drilling
    Tools
      
    Drillpipe and related drillstem tools, drill collars,
    heavyweight pipe and drilling jars;
    Downhole tools;
    Pressure-control equipment such as blowout preventers,
    high-pressure valves, accumulators, adapters and
    choke-and-kill
    manifolds; and
    Tubular handling equipment such as elevators, spiders, slips,
    tongs and kelly spinners.  Completion
    Systems
    Completion Tools 
  Sand Screens 
  
    Conventional Sand Screens These products are
    used in the fluid-solid separation processes and have a variety
    of product applications. Our primary application of well screens
    is for the control of sand in unconsolidated formations. We
    offer premium, pre-pack and wire-wrap sand screens. We also
    offer a
    FloRegtm

    line of inflow control devices that balance horizontal wellbore
    production, ultimately maximizing reservoir drainage. We also
    operate the water well and industrial screen business of Johnson
    Screens. Served markets include water well, petrochemical,
    wastewater treatment and surface water intake, mining and
    general industrial applications.
    Expandable Sand Screens (ESS) Our ESS systems
    are proprietary step-change sand-control devices that reduce
    cost and improve production. An ESS system consists of three
    layers, including slotted base pipe, filtration screens and an
    outer protective shroud. The system can be expanded using a
    fixed cone
    and/or
    compliantly using our proprietary axial and rotary expansion
    system. This system aids productivity because it stabilizes the
    wellbore, prevents sand migration and has a larger inner
    diameter. ESS technology can replace complex gravel-packing
    techniques in many sand-control situations.  Reservoir Optimization 
 6




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Wireline
    and Evaluation Services
    Wireline Services 
    
    Open Hole Wireline This service helps locate
    oil and gas by measuring certain characteristics of geological
    formations and providing permanent records called
    logs. Open hole logging can be performed at
    different intervals during the well drilling process or
    immediately after a well is drilled. The logging data provides a
    valuable benchmark to which future well management decisions may
    be referenced. The open hole sensors are used to determine well
    lithology and the presence of hydrocarbons. Formation
    characteristics such as resistivity, density and porosity are
    measured using electrical, nuclear, acoustic, magnetic and
    mechanical technologies.    
    Geoscience Services This capability,
    consisting of geologists, geophysicists, and drilling,
    completion, production and reservoir engineers, serves as the
    interpretive bridge across diverse data sources to support
    client efforts to maximize their oil and gas assets for the life
    of the well  from well planning through drilling,
    evaluation, completion, production, intervention and, finally,
    abandonment.    
    Cased Hole Wireline This service is performed
    at various times throughout the life of the well and includes
    perforating, completion logging, production logging and casing
    integrity services. Perforating creates the flow path between
    the reservoir and the wellbore. Production logging can be
    performed throughout the life of the well to measure
    temperature, fluid type, flow rate, pressure and other reservoir
    characteristics. In addition, cased hole services may involve
    wellbore diagnostics and remediation, which could include the
    positioning and installation of various plugs and packers to
    maintain production or repair well problems, and casing
    inspection for internal or external abnormalities in the casing
    string.
    Slickline Services This service uses a solid
    steel or braided nonconductor line, in place of a single or
    multiple conductor braided line used in electric logging, to run
    downhole memory tools, manipulate downhole production devices
    and provide fishing services primarily in producing wells.  Integrated Evaluation Services
 7




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Production and Produced Water Systems  and/or
  Re-entry
    and Fishing
    Re-entry Services 
  Fishing Services  plug-and-abandonment
  Thru-tubing Services 
  Well Abandonment Services
  Wellbore Cleaning tm
  Stimulation
    and Chemicals
    Fracturing Technologies
  Coiled Tubing Technologies
  Cement Services
 8




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Chemical Systems  ®
  Drilling Fluids
  Integrated
    Drilling
    Pipeline
    and Specialty Services
    Other
    Business Data
  Competition
    Raw
    Materials
    Customers
    Research
    and Development and Patents
   9




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Seasonality
    Federal
    Regulation and Environmental Matters
      Employees
    Forward-Looking
    Statements
      
    Global political, economic and market conditions could affect
    projected results.  Our operating results and the
    forward-looking information we provide are based on our current
    assumptions about oil and natural gas supply and demand, oil and
    natural gas prices, rig count and other market trends. Our
    assumptions on these 10




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matters are in turn based on currently available information,
    which is subject to change. 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, as measured by average worldwide rig counts, increased
    in each year from 2002 to 2008. However, activity began
    declining in the fourth quarter of 2008, particularly in North
    America. The weakened global economic climate resulted in lower
    demand and lower prices for oil and natural gas, which reduced
    drilling and production activity, which in turn resulted in
    lower than expected revenues and income in 2009 and 2010 and may
    affect our future revenues and income. Worldwide drilling
    activity and global demand for oil and natural gas may also be
    affected by changes in governmental policies and debt loads,
    laws and regulations related to environmental or energy security
    matters, including those addressing alternative energy sources
    and the risks of global climate change. For 2011, worldwide
    demand may be significantly weaker than we have assumed.  
    We may be unable to recognize our expected revenues from
    current and future contracts. Our customers, many of whom
    are national oil companies, often have significant bargaining
    leverage over us and may elect to cancel or revoke contracts,
    not renew contracts, modify the scope of contracts or delay
    contracts, in some cases preventing us from realizing expected
    revenues
    and/or
    profits. Our projections assume that our customers will honor
    the contracts we have been awarded and that those contracts and
    the business that we believe is otherwise substantially firm
    will result in anticipated revenues in the periods for which
    they are scheduled.
    Currency fluctuations could have a material adverse financial
    impact on our business.  A material change in
    currency rates in our markets, such as the devaluation of the
    Venezuelan Bolivar experienced during the first quarter of 2010,
    could affect our future results as well as affect the carrying
    values of our assets. World currencies have been subject to much
    volatility. In addition, due to the volatility we may be unable
    to enter into foreign currency contracts at a reasonable cost.
    As we are not able to predict changes in currency valuations,
    our forward-looking statements assume no material impact from
    future changes in currency exchange rates.
    Our ability to manage our workforce could affect our
    projected results.  In a climate of decreasing
    demand, we are faced with managing our workforce levels to
    control costs without impairing our ability to provide service
    to our customers. Conversely, in a climate of increasing demand,
    we are faced with the challenge of hiring and maintaining a
    skilled workforce at a reasonable cost. Our forward-looking
    statements assume we will be able to do so.
    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
    and some of our fixed assets. 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 material costs or to
    realize the benefit of cost decreases in a timely fashion
    through our supply chain initiatives or pricing, our margins and
    results of operations could be adversely affected.
    Our ability to manage our supply chain and business processes
    could affect our projected results.  We have
    undertaken efforts to improve our supply chain, invoicing and
    collection processes and procedures. These undertakings include
    costs, which we expect will result in long-term benefits of our
    business processes. Our forward-looking statements assume we
    will realize the benefits of these efforts.
    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 improve our products and services through
    innovation, 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 by
    leveraging 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 11




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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, as
    well as legal protection of our intellectual property rights.  
    Nonrealization of expected benefits from our redomestication
    could affect our projected results.  We operate
    through our various subsidiaries in numerous countries
    throughout the world including the United States. During
    the first quarter of 2009, we completed a transaction in which
    our former parent Bermuda company became a wholly-owned
    subsidiary of Weatherford International Ltd., a Swiss
    joint-stock corporation, and holders of common shares of the
    Bermuda company received one registered share of the Swiss
    company in exchange for each common share that they held.
    Consequently, we are or may become subject to changes in tax
    laws, treaties or regulations or the interpretation or
    enforcement thereof in the U.S., Bermuda, Switzerland or any
    other 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.
    In addition, our realization of expected tax benefits is based
    upon the assumption that we take successful planning steps and
    that we maintain and execute adequate processes to support our
    planning activities. If we fail to do so, we may not achieve the
    expected benefits.
    Nonrealization of expected benefits from our acquisitions or
    business dispositions 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 those acquisitions. Further, we may from time to
    time undertake to dispose of businesses or capital assets that
    are no longer core to our long-term growth strategy and the
    disposition of which may improve our capital structure. Our
    forward-looking statements assume that if we decide to dispose
    of a business or asset we will find a buyer willing to pay a
    price we deem favorable to Weatherford and that we will
    successfully dispose of the business or asset. Our inability to
    complete dispositions timely and at attractive prices may impair
    our ability to improve our capital structure as rapidly as our
    forward-looking statements may indicate.
    The downturn in our industry could affect the carrying value
    of our goodwill.  As of December 31, 2010, we
    had approximately $4.2 billion of goodwill. Our estimates
    of the value of our goodwill could be reduced in the future as a
    result of various factors, including market factors, some of
    which are beyond our control. Our forward-looking statements do
    not assume any future goodwill impairment. Any reduction in the
    fair value of our businesses may result in an impairment charge
    and therefore adversely affect our results.
    Adverse weather conditions in certain regions could adversely
    affect our operations.  In the summers of 2005 and
    2008, 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 quarters 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, China, Mexico, Australia and in
    the North Sea, as well as exceedingly cold winters in other
    areas of the world, could reduce our operations and revenues
    from this 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. We have begun negotiations with the
    government agencies to resolve these matters, but we cannot yet
    anticipate the timing, outcome or possible impact of the
    ultimate resolution 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 trade sanction laws, the Foreign
    Corrupt Practices Act and other federal statutes including, but
    not limited to, injunctive relief, 12




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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 fines and other penalties and sanctions in the tens
    and hundreds of millions of dollars. These agencies likely will
    seek to impose penalties of some amount against us for past
    conduct, but the ultimate amount of any penalties we may pay
    currently cannot be reasonably estimated. Under trade sanction
    laws, the U.S. Department of Justice may also seek to
    impose modifications to business practices, including immediate
    cessation of all business activities in specific countries or
    other limitations that decrease our business, 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.
    To date, we have incurred $49 million for costs in
    connection with our exit from certain sanctioned countries and
    incurred $113 million for legal and professional fees in
    connection with complying with and conducting these on-going
    investigations. This amount excludes the costs we have incurred
    to augment and improve our compliance function. We may 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.  
    Failure in the future to ensure ongoing compliance with
    certain laws could affect our results of
    operations.  In 2009, we substantially augmented
    our compliance infrastructure with increased staff and more
    rigorous policies, procedures and training of our employees
    regarding compliance with applicable anti-corruption laws, trade
    sanctions laws and import/export laws. As part of this effort,
    we now undertake audits of our compliance performance in various
    countries. Our forward-looking statements assume that our
    compliance efforts will be successful and that we will comply
    with our internal policies and applicable laws regarding these
    issues. Our failure to do so could result in additional
    enforcement action in the future, the results of which could be
    material and adverse to us.
    Political disturbances, war, or terrorist attacks and changes
    in global trade policies could adversely impact our
    operations.  We operate in over 100 countries, and
    as such are at risk of various types of political activities,
    including acts of insurrections, war, terrorism, nationalization
    of assets and changes in trade policies. We have assumed there
    will be no material political disturbances or terrorist attacks
    and there will be no material changes in global trade policies
    that affect our business. In early 2011, our operations in
    Tunisia, Egypt, and Libya were disrupted by political
    revolutions and uprisings in these countries. Political
    disturbances in these countries and elsewhere in the Middle East
    and North Africa regions, including to a lesser extent Yemen and
    Bahrain, are ongoing as of the end of February, 2011, and our
    operations in Libya have not resumed. During 2010, these five
    countries accounted for approximately 3% of our global revenue.
    We have taken steps to secure our personnel and assets in
    affected areas and to resume or continue operations where it is
    safe for us to do so, and our forward-looking statements assume
    we will do so successfully. In Libya, we have evacuated all of
    our non-Libyan employees and their families. At
    December 31, 2010, we had in Libya inventory, property,
    plant and equipment (net) with a carrying value of approximately
    $141 million, as well as cash, accounts receivable and
    prepaid expenses of approximately $76 million. In cases
    where we must evacuate personnel, it may be difficult, if not
    impossible, for us to safeguard and recover our operating
    assets, and our ability to do so will depend on the local turn
    of events. In these areas we also may not be able to perform the
    work we are contracted to perform, which could lead to
    forfeiture of performance bonds. We currently have outstanding
    approximately $19 million of performance bonds related to
    contracts in Libya. Our forward-looking statements assume that
    we will not incur a substantial loss with respect to our assets
    or under performance bonds located in or related to affected
    areas. We have assumed that cessation of business activities in
    parts of the Middle East and North Africa regions due to
    political turmoil will be short-lived, that the negative impact
    on our business will not be material, and that the region will
    not experience further disruptive political revolution in the
    near term. However, if political violence were to curtail our
    activities in other countries in the region from which we derive
    greater business, such as Saudi Arabia, Iraq and Algeria, and
    particularly if political activities were to result in prolonged
    violence or civil war, we may fail to achieve the results
    reflected in our forward-looking statements. 13




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
    The material weakness in accounting for income taxes could
    have a further adverse effect on our share
    price.  If we are unable to effectively remediate
    this material weakness in a timely manner, we could lose
    investor confidence in the accuracy and completeness of our
    financial reports, which could have a further adverse effect on
    our share price and could subject us to additional potentially
    costly shareholder litigation or government inquiries. Our
    forward-looking statements assume we will be able to remediate
    the material weakness in a timely manner and will maintain an
    effective internal control environment in the future.  
    Recent turmoil in the credit markets may reduce our access to
    capital or reduce the availability of financial risk-mitigation
    tools.  The worldwide credit markets experienced
    turmoil and uncertainty from mid-2008 through most of 2009, and
    certain markets remained challenging in parts of 2010. Our
    forward-looking statements assume that the financial
    institutions that have committed to extend us credit will honor
    their commitments under our credit facilities. If one or more of
    those institutions becomes unwilling or unable to honor its
    commitments, our access to liquidity could be impaired and our
    cost of capital to fund growth could increase. We use
    interest-rate and foreign-exchange swap transactions with
    financial institutions to mitigate certain interest-rate and
    foreign-exchange risks associated with our capital structure and
    our business. Our forward-looking statements assume that those
    tools will continue to be available to us at prices we deem
    reasonable. However, the failure of any counter party to honor a
    swap agreement could reduce the availability of these financial
    risk-mitigation tools or could result in the loss of expected
    financial benefits.  Form 10-K, Form 10-Q, Form 8-K www.weatherford.com
  Item 1A.
    Risk
    Factors        We may
    not be fully indemnified against financial losses in all
    circumstances where damage to or loss of property, personal
    injury, death or environmental harm occur.
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Our
    business may be exposed to uninsured claims, and litigation
    might result in significant potential losses.
  self-insured
      Our
    operations are subject to environmental and other laws and
    regulations that may expose us to significant liabilities and
    could reduce our business opportunities and revenues.
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We have
    significant operations that would be adversely impacted in the
    event of war, political disruption, civil disturbance, economic
    and legal sanctions or changes in global trade
    policies.
      
    disruption of oil and natural gas exploration and production
    activities;
    restriction of the movement and exchange of funds;
    our inability to collect receivables;
    loss of assets in affected jurisdictions
    enactment of additional or stricter U.S. government or
    international sanctions; and
    limitation of our access to markets for periods of time.        We are
    involved in several governmental and internal investigations,
    which are costly to conduct, have resulted in a loss of revenue
    and may result in substantial financial penalties.
    oil-for-food oil-for-food
 16




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Our
    significant operations in foreign countries expose us to
    currency fluctuation risks or devaluation.
          Customer
    credit risks could result in losses.
    Any
    capital financing that may be necessary to fund growth may not
    be available to us at economic rates.
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A
    terrorist attack could have a material and adverse effect on our
    business.
    We have
    identified a material weakness in accounting for income taxes in
    our internal control over financial reporting, which, if not
    remedied effectively, could have a further adverse effect on our
    share price.
  Regulation S-K,
    8-K,
  Changes
    in tax laws could adversely impact our results.
    The
    anticipated benefits of moving our principal executive offices
    to Switzerland may not be realized, and difficulties in
    connection with moving our principal executive offices could
    have an adverse effect on us.
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The
    rights of our shareholders are governed by Swiss law and
    documents following the redomestication.
  2 3
  We hold
    shareholder meetings in Switzerland, and our required quorum for
    those meetings is lower.
    Item 1B.
    Unresolved
    Staff Comments   20




---



##### Table of Contents



Item 2.
    Properties    Owned/

Principal Services and ProductsLocation

Leased

Offered or ManufacturedNorth America:Houma, Louisiana

Owned

Cementing productsHouston, Texas

Owned

Sand screensHuntsville, Texas

Owned

Liner systems and solid expandablesNew Brighton, Minnesota

Owned

Water well and industrial screensNisku, Alberta, Canada

Owned

Reciprocating rod liftNisku, Alberta, Canada

Owned

Drilling equipment, fishing, wireline, controlled pressure
    drilling and testing servicesSchriever, Louisiana

Owned

Cementation manufacturing. plant and well construction servicesLatin America:Ciudad Del Carmen, Campeche, Mexico

Leased

WirelineEurope/West Africa/FSU:Aberdeen, Scotland

Leased

Expandable slotted tubularsLangenhagen, Germany

Leased

ManufacturingLukhovitsy, Russia

Owned

Pipeline and specialty servicesNizhnevartovsk, Russia

Owned

Drilling, sidetracking, wireline, fishing, well workover and
    tool rentalStavanger, Norway

Leased

Casing exit, cementation equipment & systems, directional
    drilling and fishingMiddle East/North Africa/Asia:Abu Dhabi, UAE

Leased

ManufacturingAwjila, Libya

Leased

Warehouse and serviceDongyin, China

Leased

Progressing cavity pumpingHassi Messaoud, Algeria

Leased

Fishing, liner hangers, controlled pressure drilling and testing
    servicesShifang, China

Owned

Pump jacks and wellheadCorporate:Geneva, Switzerland

Leased

HeadquartersHouston, Texas

Leased

Corporate offices   Item 3.
    Legal
    Proceedings      
    Item 1. Business  Other Business
    Data  Federal Regulation and Environmental
    Matters, which is incorporated by reference into this item.
    Item 1A. Risk Factors  We are involved in
    several governmental and internal investigations, which are
    costly to conduct, have resulted in a loss of revenue and may
    result in substantial financial penalties, which is
    incorporated by reference into this item. 21




---



##### Table of Contents




    Item 8. Financial Statements and Supplementary
    Data Notes to Consolidated Financial
    Statements  Note 18. Disputes, Litigation
    and Contingencies.    Item 4.
    (Removed
    and Reserved) PART II  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities    PriceHigh

LowYear ending December 31, 2010First Quarter

$
20.88


$
14.63Second Quarter


18.80



12.34Third Quarter


17.60



12.68Fourth Quarter


22.98



16.70Year ending December 31, 2009First Quarter

$
14.47


$
9.08Second Quarter


23.75



10.50Third Quarter


23.00



17.22Fourth Quarter


20.92



15.43       No. of


AveragePeriod

Shares


PriceOctober 1-October 31, 2010


39,763


$
17.38November 1-November 30, 2010


8,951



19.01December 1-December 31, 2010


170,573



20.94    22




---



##### Table of Contents



Performance
    Graph
    
  23




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2010

2009

2008

2007

2006(Restated)

(Restated)

(Restated)(In thousands, except per share amount)Statements of Operations Data:Revenues

$
10,220,797


$
8,833,005


$
9,600,564


$
7,832,062


$
6,578,928Operating Income


781,453



687,864



1,955,168



1,643,912



1,354,687Income (Loss) From Continuing Operations Attributable to
    Weatherford


(107,925
)


170,141



1,259,424



961,926



906,106Basic Earnings (Loss) Per Share From Continuing Operations
    Attributable To Weatherford


(0.15
)


0.24



1.84



1.42



1.31Diluted Earnings (Loss) Per Share From Continuing Operations
    Attributable To Weatherford


(0.15
)


0.24



1.80



1.38



1.28Balance Sheet Data:Total Assets

$
19,131,654


$
18,696,690


$
16,470,187


$
13,208,909


$
10,139,248Long-term Debt


6,529,998



5,847,258



4,564,255



3,066,335



1,564,600Shareholders Equity


9,464,847



9,438,373



8,128,593



7,309,997



6,197,837Cash Dividends Per Share


















  24




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations        Overview
  General
      TNK-BP
 25




---



##### Table of Contents



Industry
    Trends
    NorthHenry Hub

American Rig

InternationalWTI Oil(1)

Gas(2)

Count(3)

Rig Count(3)2010

$
91.38


$
4.41



2,108



1,1182009


79.36



5.57



1,485



1,1132008


44.60



5.62



2,143



1,175   (1)
    
    Price per barrel as of December 31  Source:Thomson Reuters(2)
    
    Price per MM/BTU as of December 31  Source:Thomson Reuters(3)
    
    Average rig count for December  Source:Baker
    Hughes Rig Count and other third-party data    Opportunities
    and Challenges
    Outlook
      start-ups near-term.
 26




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##### Table of Contents



Results
    of Operations
    Year Ended December 31,2010


2009


2008(Restated)


(Restated)(In thousands, except percentages and per share data)Revenues:North America

$
4,166,881


$
2,762,264


$
4,460,147Middle East/North Africa/Asia


2,450,503



2,372,798



2,391,520Europe/West Africa/FSU


1,984,429



1,618,664



1,539,190Latin America


1,618,984



2,079,279



1,209,70710,220,797



8,833,005



9,600,564Operating Income (Expense):North America


695,607



190,877



1,105,924Middle East/North Africa/Asia


264,647



440,371



563,438Europe/West Africa/FSU


241,298



224,666



374,888Latin America


53,843



279,888



279,646Research and Development


(214,481
)


(194,650
)


(192,659
)Corporate


(172,918
)


(176,995
)


(136,212
)Revaluation of Contingent Consideration


12,597



24,273



Exit and Restructuring


(99,140
)


(100,566
)


(39,857
)781,453



687,864



1,955,168Interest Expense, Net


(405,785
)


(366,748
)


(243,679
)Bond Tender Premium


(53,973
)






Devaluation of Venezuelan Bolivar


(63,859
)






Other, Net


(53,247
)


(37,633
)


(44,956
)Effective Tax Rate


145.5
%


30.8
%


22.4
%Net Income per Diluted Share

$
(0.15
)

$
0.24


$
1.80Depreciation and Amortization


1,047,334



908,897



731,808  27




---



##### Table of Contents



Revenues
    Year Ended December 31,2010


2009


2008Drilling Services


17
%


16
%


16
%Artificial Lift Systems


15



14



17Well Construction


14



15



15Integrated Drilling


12



14



6Stimulation & Chemicals


12



8



7Completion Systems


8



11



10Drilling Tools


8



8



11Wireline


6



6



8Re-entry & Fishing


6



6



7Pipeline & Specialty Services


2



2



3Total


100
%


100
%


100
%   year-over-year
  year-over-year
  Operating
    Income
     28




---



##### Table of Contents



Devaluation
    of Venezuelan Bolivar
    Interest
    Expense, Net
      Bond
    Tender Premium
    Other
    Expense, Net
   29




---



##### Table of Contents



Income
    Taxes
    Segment
    Results
  North
    America
  year-over-year
        Middle
    East/North Africa/Asia
         30




---



##### Table of Contents



Europe/West
    Africa/FSU
          Latin
    America
          Discontinued
    Operation
   31




---



##### Table of Contents



Equity
    Investment Acquisition
    Liquidity
    and Capital Resources
  Sources
    of Liquidity
    Committed
    Borrowing Facility
    debt-to-capitalization debt-to-capitalization
    Facility

$
1,750Less uses of facility:Amount drawn


Commercial paper


Letters of credit


64Availability

$
1,686   Commercial
    Paper
    Accounts
    Receivable Factoring
   32




---



##### Table of Contents



Secured
    Loan Agreement
    Cash
    Requirements
        Contractual
    Obligations
    Payments Due by Period2012 and


2014 and2011


2013


2015


Thereafter


Total(In millions)Short-term debt

$
18


$



$



$



$
18Long-term debt(a)


207



862



45



5,578



6,692Interest on long-term debt


448



837



777



4,326



6,388Noncancellable operating leases


116



149



79



188



532Purchase obligations


260















260$
1,049


$
1,848


$
901


$
10,092


$
13,890     (a)
    
    Amounts represent the expected cash payments for our total debt
    and do not include any unamortized discounts or deferred gains
    on terminated interest rate swap agreements.   33




---



##### Table of Contents



Senior
    Notes and Bond Tender
            Interest
    Rate Swaps
    Cash Flow
    Hedges
    Other
    Derivative Instruments
   34




---



##### Table of Contents



Warrants
    Off
    Balance Sheet Arrangements
  Guarantees
          Letters
    of Credit
   35




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Business
    Combinations and Goodwill and Indefinite-Lived Intangible
    Assets
               36




---



##### Table of Contents



Long-Lived
    Assets
    Useful LivesBuildings and leasehold improvements

10-40 years or lease termRental and service equipment

2-20 yearsMachinery and other

2-12 yearsIntangible assets

2-20 years       Pension
    and Other Postretirement Benefits
     37




---



##### Table of Contents



Increase (Decrease) of AnnualPension Expense50 Basis Point

50 Basis PointIncrease

Decrease(In millions)Discount rate

$
(1.1
)

$
1.5Expected long-term rate of return


(0.5
)


0.5   Percentage
    of Completion
  percentage-of-completion
  
    estimates of the total cost to complete the project;
    estimates of project schedule and completion date;
    estimates of the extent of progress toward completion; and
    amounts of any change orders or claims included in revenue.    Income
    Taxes
   38




---



##### Table of Contents



Valuation
    Allowance for Deferred Tax Assets
          New
    Accounting Pronouncements
   39




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Foreign
    Currency Exchange Rates
           40




---



##### Table of Contents



Interest
    Rates
      December 31,2010

2009Carrying

Fair

Carrying

FairAmount

Value

Amount

Value(In millions)6.625% Senior Notes due 2011

$
184


$
191


$
353


$
3805.95% Senior Notes due 2012


273



290



599



6485.15% Senior Notes due 2013


299



310



511



5264.95% Senior Notes due 2013


252



266



253



2635.50% Senior Notes due 2016


358



374



360



3516.35% Senior Notes due 2017


600



651



600



6476.00% Senior Notes due 2018


498



551



498



5149.625% Senior Notes due 2019


1,033



1,287



1,034



1,2365.125% Senior Notes due 2020


799



794







6.50% Senior Notes due 2036


596



595



596



5746.80% Senior Notes due 2037


298



312



298



3037.00% Senior Notes due 2038


498



535



498



5179.875% Senior Notes due 2039


247



335



247



3266.75% Senior Notes due 2040


598



624







       Interest
    Rate Swaps and Derivatives
     41




---



##### Table of Contents



42




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
  PageReport of Independent Registered Public
    Accounting Firm on Internal Control Over Financial Reporting


44Report of Independent Registered Public
    Accounting Firm


45Consolidated Balance Sheets as of
    December 31, 2010 and 2009


46Consolidated Statements of Income for each of the
    three years in the period ended December 31, 2010


47Consolidated Statements of Shareholders
    Equity for each of the three years in the period ended
    December 31, 2010


48Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2010


49Notes to Consolidated Financial Statements


50Financial Statement Schedule II:Valuation and Qualifying Accounts and
    Allowances


113  43




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                 Ernst &
    Young LLP
    44




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               Ernst &
    Young LLP
    45




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
  December 31,2010


2009(Restated)(In thousands, except par value)Current Assets:Cash and Cash Equivalents

$
415,772


$
252,519Accounts Receivable, Net of Allowance for Uncollectible Accounts
    of $58,756 in 2010 and $20,466 in 2009


2,629,403



2,510,948Inventories


2,590,008



2,238,294Current Deferred Tax Assets


255,476



259,077Other Current Assets


601,408



721,115Total Current Assets


6,492,067



5,981,953Property, Plant and EquipmentLand, Buildings and Leasehold Improvements


1,159,442



976,274Rental and Service Equipment


7,977,336



7,534,467Machinery and Other


2,024,856



1,919,08611,161,634



10,429,827Less: Accumulated Depreciation


4,221,880



3,440,4486,939,754



6,989,379Goodwill


4,185,477



4,156,105Other Intangible Assets


730,429



772,786Equity Investments


539,580



533,138Other Assets


244,347



263,329Total Assets

$
19,131,654


$
18,696,690LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
235,392


$
869,581Accounts Payable


1,335,020



1,002,359Accrued Salaries and Benefits


328,967



274,199Income Taxes Payable


43,167



201,647Other Current Liabilities


640,433



652,914Total Current Liabilities


2,582,979



3,000,700Long-term Debt


6,529,998



5,847,258Other Liabilities


553,830



410,359Total Liabilities


9,666,807



9,258,317Shareholders Equity:Shares, CHF 1.16 Par Value: Authorized
    1,137,670 Shares Conditionally Authorized
    379,223 Shares, Issued 758,447 Shares at
    December 31, 2010; Authorized 1,093,303 Shares,
    Conditionally Authorized 364,434 Shares, Issued
    758,447 Shares at December 31, 2009


761,077



761,077Capital in Excess of Par Value


4,701,797



4,642,800Treasury Shares, at Cost


(562,906
)


(616,048
)Retained Earnings


4,348,845



4,456,770Accumulated Other Comprehensive Income


152,118



114,742Weatherford Shareholders Equity


9,400,931



9,359,341Noncontrolling Interests


63,916



79,032Total Shareholders Equity


9,464,847



9,438,373Total Liabilities and Shareholders Equity

$
19,131,654


$
18,696,690    46




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2010


2009


2008(Restated)


(Restated)(In thousands, except per share amounts)Revenues:Products

$
3,579,681


$
2,921,174


$
3,564,636Services


6,641,116



5,911,831



6,035,92810,220,797



8,833,005



9,600,564Costs and Expenses:Cost of Products


2,634,666



2,307,731



2,577,254Cost of Services


4,948,615



4,154,911



3,687,520Research and Development


214,481



194,650



192,659Selling, General and Administrative Attributable to Segments


1,404,421



1,261,377



1,081,032Corporate General and Administrative


237,161



226,472



188,275Gain on Sale of Subsidiary










(81,344
)9,439,344



8,145,141



7,645,396Operating Income


781,453



687,864



1,955,168Other Income (Expense):Interest Expense, Net


(405,785
)


(366,748
)


(243,679
)Bond Tender Premium


(53,973
)






Devaluation of Venezuelan Bolivar


(63,859
)






Other, Net


(53,247
)


(37,633
)


(44,956
)Income from Continuing Operations Before Income Taxes


204,589



283,483



1,666,533Provision for Income Taxes


(297,721
)


(87,183
)


(372,837
)Income (Loss) from Continuing Operations, Net of Taxes


(93,132
)


196,300



1,293,696Loss from Discontinued Operation, Net of Taxes










(12,928
)Net Income (Loss)


(93,132
)


196,300



1,280,768Net Income Attributable to Noncontrolling Interests


(14,793
)


(26,159
)


(34,272
)Net Income (Loss) Attributable to Weatherford

$
(107,925
)

$
170,141


$
1,246,496Basic Earnings Per Share Attributable to Weatherford:Income (Loss) from Continuing Operations

$
(0.15
)

$
0.24


$
1.84Loss from Discontinued Operation










(0.02
)Net Income (Loss)

$
(0.15
)

$
0.24


$
1.82Diluted Earnings Per Share Attributable to Weatherford:Income (Loss) from Continuing Operations

$
(0.15
)

$
0.24


$
1.80Loss from Discontinued Operation










(0.02
)Net Income (Loss)

$
(0.15
)

$
0.24


$
1.78Amounts Attributable to Weatherford:Income (Loss) from Continuing Operations, Net of Taxes

$
(107,925
)

$
170,141


$
1,259,424Loss from Discontinued Operation, Net of Taxes










(12,928
)Net Income (Loss)

$
(107,925
)

$
170,141


$
1,246,496Weighted Average Shares Outstanding:Basic


743,125



714,981



682,704Diluted


743,125



723,449



698,178    47




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
  AccumulatedCapital In





Other








TotalIssued


Excess of Par


Retained


Comprehensive


Treasury


Noncontrolling


ShareholdersShares


Value


Earnings


Income (Loss)


Shares


Interests


Equity(Restated)











(Restated)(In thousands)As Reported December 31, 2007

$
727,204


$
3,995,747


$
3,170,182


$
437,788


$
(924,202
)

$
33,327


$
7,440,046Restatement Adjustment










(130,049
)














(130,049
)Balance at December 31, 2007


727,204



3,995,747



3,040,133



437,788



(924,202
)


33,327



7,309,997Comprehensive Income:Net Income










1,246,496











34,272



1,280,768Foreign Currency Translation Adjustment














(682,669
)










(682,669
)Deferred Loss on Derivative Instruments














(12,576
)










(12,576
)Defined Benefit Pension Plans, Net of Tax














(9,788
)










(9,788
)Other, Net of Tax














484











484Comprehensive Income










1,246,496



(704,549
)






34,272



576,219Sale of Subsidiary Shares to Noncontrolling Interests






















27,156



27,156Dividends Paid to Noncontrolling Interests






















(18,903
)


(18,903
)Shares Issued for Acquisitions






(38,683
)










168,817







130,134Equity Awards Granted, Vested and Exercised


1,433



102,019











(2,331
)






101,121Excess Tax Benefit of Share-Based Compensation Plans






10,032



















10,032Other


52



(10,003
)










(1,761
)


4,549



(7,163
)Balance at December 31, 2008


728,689



4,059,112



4,286,629



(266,761
)


(759,477
)


80,401



8,128,593Comprehensive Income:Net Income










170,141











26,159



196,300Foreign Currency Translation Adjustment














377,313











377,313Defined Benefit Pension Plans, Net of Tax














3,580











3,580Other, Net of Tax














610











610Comprehensive Income










170,141



381,503







26,159



577,803Dividends Paid to Noncontrolling Interests






















(30,464
)


(30,464
)Shares Issued for Acquisitions


32,208



522,657











118,181







673,046Equity Awards Granted, Vested and Exercised






66,786











24,817







91,603Excess Tax Benefit of Share-Based Compensation Plans






4,197



















4,197Other


180



(9,952
)










431



2,936



(6,405
)Balance at December 31, 2009


761,077



4,642,800



4,456,770



114,742



(616,048
)


79,032



9,438,373Comprehensive Income:Net Income (Loss)










(107,925
)










14,793



(93,132
)Foreign Currency Translation Adjustment














4,572











4,572Defined Benefit Pension Plans, Net of Tax














32,178











32,178Other, Net of Tax














626











626Comprehensive Income










(107,925
)


37,376







14,793



(55,756
)Dividends Paid to Noncontrolling Interests






















(28,683
)


(28,683
)Shares Issued for Acquisitions






(10,649
)










38,979







28,330Equity Awards Granted, Vested and Exercised






70,127











15,509







85,636Excess Tax Benefit of Share-Based Compensation Plans






(318
)


















(318
)Other






(163
)










(1,346
)


(1,226
)


(2,735
)Balance at December 31, 2010

$
761,077


$
4,701,797


$
4,348,845


$
152,118


$
(562,906
)

$
63,916


$
9,464,847    48




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2010


2009


2008(Restated)


(Restated)(In thousands)Cash Flows From Operating Activities:Net Income (Loss)

$
(93,132
)

$
196,300


$
1,280,768Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization


1,047,334



908,897



731,808Employee Share-Based Compensation Expense


98,725



110,359



101,416Bad Debt Expense


56,803



11,328



5,970(Gain) Loss on Sale of Assets and Businesses, Net


30,410



(13,841
)


(110,326
)Deferred Income Tax Provision (Benefit)


55,033



(130,770
)


(84,310
)Excess Tax Benefits from Share-Based Compensation


(318
)


(4,197
)


(10,032
)Devaluation of Venezuelan Bolivar


63,859







Bond Tender Premium


53,973







Supplemental Executive Retirement Plan


38,021







Revaluation of Contingent Consideration


(12,597
)


(24,273
)


Loss from Discontinued Operation










12,928Other, Net


(13,328
)


(25,550
)


(12,312
)Change in Operating Assets and Liabilities, Net of Effect of
    Businesses Acquired:Accounts Receivable


(190,304
)


94,133



(461,239
)Inventories


(360,062
)


(48,744
)


(559,847
)Other Current Assets


80,895



(150,393
)


(167,440
)Accounts Payable


298,493



41,277



230,596Other Current Liabilities


(7,227
)


(236,736
)


183,911Other, Net


(18,565
)


(119,468
)


(31,104
)Net Cash Provided by Operating Activities-Continuing Operations


1,128,013



608,322



1,110,787Net Cash Used by Operating Activities-Discontinued Operation










(6,219
)Net Cash Provided by Operating Activities


1,128,013



608,322



1,104,568Cash Flows from Investing Activities:Capital Expenditures for Property, Plant and Equipment for
    Continuing Operations


(976,544
)


(1,569,477
)


(2,484,163
)Acquisitions of Businesses, Net of Cash Acquired


(143,556
)


(9,695
)


(798,530
)Acquisition of Intellectual Property


(23,977
)


(28,210
)


(24,079
)Acquisition of Equity Investments in Unconsolidated Affiliates


(2,405
)


(26,999
)


(11,568
)Proceeds from Sale of Assets and Businesses, Net


196,927



123,445



297,285Other Investing Activities


41,840







Net Cash Used by Investing Activities-Continuing Operations


(907,715
)


(1,510,936
)


(3,021,055
)Net Cash Provided by Investing Activities-Discontinued Operation










11,000Net Cash Used by Investing Activities


(907,715
)


(1,510,936
)


(3,010,055
)Cash Flows From Financing Activities:Borrowings of Long-term Debt


1,580,548



1,240,300



1,498,874Borrowings (Repayments) of Short-term Debt, Net


(834,310
)


(392,920
)


477,821Repayments of Long-term Debt


(721,005
)


(13,714
)


(20,541
)Bond Tender Premium


(53,973
)






Proceeds from Interest Rate Derivatives






63,544



(638
)Excess Tax Benefits from Share-Based Compensation


318



4,197



10,032Other Financing Activities, Net


(9,426
)


4,748



11,983Net Cash (Used) Provided by Financing Activities-Continuing
    Operations


(37,848
)


906,155



1,977,531Net Cash Provided by Financing Activities-Discontinued Operations










Net Cash (Used) Provided by Financing Activities


(37,848
)


906,155



1,977,531Effect of Exchange Rate Changes on Cash and Cash Equivalents


(19,197
)


10,580



(4,360
)Net Increase in Cash and Cash Equivalents


163,253



14,121



67,684Cash and Cash Equivalents at Beginning of Year


252,519



238,398



170,714Cash and Cash Equivalents at End of Year

$
415,772


$
252,519


$
238,398    49




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Principles
    of Consolidation
      Nature
    of Operations
    Reclassifications
    Use of
    Estimates
  percentage-of-completion
  Cash
    and Cash Equivalents
   50




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts
    Receivable and Allowance for Uncollectible
    Accounts
    Major
    Customers and Credit Risk
    Inventories
  first-in,
  Property,
    Plant and Equipment
    EstimatedUseful LivesBuildings and leasehold improvements

10-40 years or lease termRental and service equipment

2-20 yearsMachinery and other

2-12 years   Goodwill
    and Indefinite-Lived Intangible Assets
   51




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible
    Assets
    Long-Lived
    Assets
    Pension
    and Postretirement Benefit Plans
    Research
    and Development Expenditures
    Environmental
    Expenditures
    Insurance
   52




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative
    Financial Instruments
    Foreign
    Currency
    non-U.S. subsidiaries
  Share-Based
    Compensation
    Income
    Taxes
    Revenue
    Recognition
     53




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Percentage-
    of- Completion
  percentage-of-completion
  
    estimates of the total cost to complete the project;
    estimates of project schedule and completion date;
    estimates of the extent of progress toward completion; and
    amounts of any change orders or claims included in revenue.  percentage-of-completion
  Earnings
    per Share
     54




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  two-for-one
    Year Ended December 31,2010


2009


2008(In thousands)Basic weighted average shares outstanding


743,125



714,981



682,704Dilutive effect of:Warrants






1,858



5,720Stock options and restricted shares






6,610



9,754Diluted weighted average shares outstanding


743,125



723,449



698,178   New
    Accounting Pronouncements
    2.
    Restatement
    of the Consolidated Financial Statements       55




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 10-K.
    Year Ended December 31, 2009PreviouslyReported


Adjustments


Restated(In thousands, except per share amounts)Revenues:Products

$
2,921,174


$



$
2,921,174Services


5,905,759



6,072



5,911,8318,826,933



6,072



8,833,005Costs and Expenses:Cost of Products


2,311,068



(3,337
)


2,307,731Cost of Services


4,152,268



2,643



4,154,911Research and Development


194,650







194,650Selling, General and Administrative Attributable to Segments


1,241,920



19,457



1,261,377Corporate General and Administrative


223,172



3,300



226,4728,123,078



22,063



8,145,141Operating Income


703,855



(15,991
)


687,864Other Income (Expense):Interest Expense, Net


(366,748
)






(366,748
)Other, Net


(37,633
)






(37,633
)Income from Continuing Operations Before Income Taxes


299,474



(15,991
)


283,483Provision for Income Taxes


(19,549
)


(67,634
)


(87,183
)Net Income


279,925



(83,625
)


196,300Net Income Attributable to Noncontrolling Interests


(26,159
)






(26,159
)Net Income Attributable to Weatherford

$
253,766


$
(83,625
)

$
170,141Earnings Per Share Attributable to Weatherford:Basic

$
0.35


$
(0.11
)

$
0.24Diluted

$
0.35


$
(0.11
)

$
0.24Weighted Average Shares Outstanding:Basic


714,981







714,981Diluted


723,449







723,449  56




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2008PreviouslyReported


Adjustments


Restated(In thousands, except per share amounts)Revenues:Products

$
3,564,636


$



$
3,564,636Services


6,035,928







6,035,9289,600,564







9,600,564Costs and Expenses:Cost of Products


2,555,965



21,289



2,577,254Cost of Services


3,686,495



1,025



3,687,520Research and Development


192,659







192,659Selling, General and Administrative Attributable to Segments


1,081,165



(133
)


1,081,032Corporate General and Administrative


187,075



1,200



188,275Gain on Sale of Subsidiary


(81,344
)






(81,344
)7,622,015



23,381



7,645,396Operating Income


1,978,549



(23,381
)


1,955,168Other Income (Expense):Interest Expense, Net


(243,679
)






(243,679
)Other, Net


(44,956
)






(44,956
)Income from Continuing Operations Before Income Taxes


1,689,914



(23,381
)


1,666,533Provision for Income Taxes


(249,561
)


(123,276
)


(372,837
)Income from Continuing Operations, Net of Taxes


1,440,353



(146,657
)


1,293,696Loss from Discontinued Operation, Net of Taxes


(12,928
)






(12,928
)Net Income


1,427,425



(146,657
)


1,280,768Net Income Attributable to Noncontrolling Interests


(34,272
)






(34,272
)Net Income Attributable to Weatherford

$
1,393,153


$
(146,657
)

$
1,246,496Basic Earnings Per Share Attributable to Weatherford:Income from Continuing Operations

$
2.06


$
(0.22
)

$
1.84Loss from Discontinued Operation


(0.02
)






(0.02
)Net Income

$
2.04


$
(0.22
)

$
1.82Diluted Earnings Per Share Attributable to Weatherford:Income from Continuing Operations

$
2.01


$
(0.21
)

$
1.80Loss from Discontinued Operation


(0.02
)






(0.02
)Net Income

$
1.99


$
(0.21
)

$
1.78Amounts Attributable to Weatherford:Income from Continuing Operations, Net of Taxes

$
1,406,081


$
(146,657
)

$
1,259,424Loss from Discontinued Operation, Net of Taxes


(12,928
)






(12,928
)Net Income

$
1,393,153


$
(146,657
)

$
1,246,496Weighted Average Shares Outstanding:Basic


682,704







682,704Diluted


698,178







698,178  57




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2009PreviouslyReported


Adjustments


Restated(In thousands, except par value)Current Assets:Cash and Cash Equivalents

$
252,519


$



$
252,519Accounts Receivable


2,504,876



6,072



2,510,948Inventories


2,239,762



(1,468
)


2,238,294Current Deferred Tax Assets


259,077







259,077Other Current Assets


884,372



(163,257
)


721,115Total Current Assets


6,140,606



(158,653
)


5,981,953Property, Plant and EquipmentLand, Buildings and Leasehold Improvements


976,274







976,274Rental and Service Equipment


7,534,467







7,534,467Machinery and Other


1,919,086







1,919,08610,429,827







10,429,827Less: Accumulated Depreciation


3,438,248



2,200



3,440,4486,991,579



(2,200
)


6,989,379Goodwill


4,156,105







4,156,105Other Intangible Assets


778,786



(6,000
)


772,786Equity Investments


542,667



(9,529
)


533,138Other Assets


256,440



6,889



263,329Total Assets

$
18,866,183


$
(169,493
)

$
18,696,690Current Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
869,581


$



$
869,581Accounts Payable


1,002,359







1,002,359Accrued Salaries and Benefits


274,199







274,199Income Taxes Payable






201,647



201,647Other Current Liabilities


650,749



2,165



652,914Total Current Liabilities


2,796,888



203,812



3,000,700Long-term Debt


5,847,258







5,847,258Other Liabilities


423,333



(12,974
)


410,359Total Liabilities


9,067,479



190,838



9,258,317Shareholders Equity:Shares


761,077







761,077Capital in Excess of Par Value


4,642,800







4,642,800Treasury Shares, at Cost


(616,048
)






(616,048
)Retained Earnings


4,817,101



(360,331
)


4,456,770Accumulated Other Comprehensive Income


114,742







114,742Weatherford Shareholders Equity


9,719,672



(360,331
)


9,359,341Noncontrolling Interests


79,032







79,032Total Shareholders Equity


9,798,704



(360,331
)


9,438,373Total Liabilities and Shareholders Equity

$
18,866,183


$
(169,493
)

$
18,696,690  58




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2008PreviouslyReported


Adjustments


Restated(In thousands, except par value)Current Assets:Cash and Cash Equivalents

$
238,398


$



$
238,398Accounts Receivable


2,442,848







2,442,848Inventories


2,088,342



(4,182
)


2,084,160Current Deferred Tax Assets


270,252







270,252Other Current Assets


530,442



(700
)


529,742Total Current Assets


5,570,282



(4,882
)


5,565,400Property, Plant and EquipmentLand, Buildings and Leasehold Improvements


756,416







756,416Rental and Service Equipment


6,246,278







6,246,278Machinery and Other


1,610,474







1,610,4748,613,168







8,613,168Less: Accumulated Depreciation


2,690,996







2,690,9965,922,172







5,922,172Goodwill


3,530,915







3,530,915Other Intangible Assets


701,483







701,483Equity Investments


515,770



(6,245
)


509,525Other Assets


235,891



4,801



240,692Total Assets

$
16,476,513


$
(6,326
)

$
16,470,187Current Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
1,255,947


$



$
1,255,947Accounts Payable


886,104







886,104Accrued Salaries and Benefits


257,016







257,016Income Taxes Payable


74,052



272,319



346,371Other Current Liabilities


548,974



(7,322
)


541,652Total Current Liabilities


3,022,093



264,997



3,287,090Long-term Debt


4,564,255







4,564,255Other Liabilities


484,866



5,383



490,249Total Liabilities


8,071,214



270,380



8,341,594Shareholders Equity:Shares


728,689







728,689Capital in Excess of Par Value


4,059,112







4,059,112Treasury Shares, at Cost


(759,477
)






(759,477
)Retained Earnings


4,563,335



(276,706
)


4,286,629Accumulated Other Comprehensive Income


(266,761
)






(266,761
)Weatherford Shareholders Equity


8,324,898



(276,706
)


8,048,192Noncontrolling Interests


80,401







80,401Total Shareholders Equity


8,405,299



(276,706
)


8,128,593Total Liabilities and Shareholders Equity

$
16,476,513


$
(6,326
)

$
16,470,187  59




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2009PreviouslyReported


Adjustments


Restated(In thousands)Cash Flows From Operating Activities:Net Income

$
279,925


$
(83,625
)

$
196,300Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization


906,697



2,200



908,897Employee Share-Based Compensation Expense


110,359







110,359Bad Debt Expense


11,328







11,328(Gain) Loss on Sale of Assets and Businesses, Net


(13,841
)






(13,841
)Deferred Income Tax Provision (Benefit)


(110,324
)


(20,446
)


(130,770
)Excess Tax Benefits from Share-Based Compensation


(4,197
)






(4,197
)Revaluation of Contingent Consideration


(21,073
)


(3,200
)


(24,273
)Other, Net


(28,835
)


3,285



(25,550
)Change in Operating Assets and Liabilities, Net of Effect of
    Businesses Acquired:Accounts Receivable


100,205



(6,072
)


94,133Inventories


(46,030
)


(2,714
)


(48,744
)Other Current Assets


(312,950
)


162,557



(150,393
)Accounts Payable


41,277







41,277Other Current Liabilities


(178,751
)


(57,985
)


(236,736
)Other, Net


(119,468
)






(119,468
)Net Cash Provided by Operating Activities


614,322



(6,000
)


608,322Cash Flows from Investing Activities:Capital Expenditures for Property, Plant and Equipment for
    Continuing Operations


(1,569,477
)






(1,569,477
)Acquisitions of Businesses, Net of Cash Acquired


(9,695
)






(9,695
)Acquisition of Intellectual Property


(34,210
)


6,000



(28,210
)Acquisition of Equity Investments in Unconsolidated Affiliates


(26,999
)






(26,999
)Proceeds from Sale of Assets and Businesses, Net


123,445







123,445Net Cash Used by Investing Activities


(1,516,936
)


6,000



(1,510,936
)Cash Flows From Financing Activities:Borrowings of Long-term Debt


1,240,300







1,240,300Borrowings (Repayments) of Short-term Debt, Net


(392,920
)






(392,920
)Repayments of Long-term Debt


(13,714
)






(13,714
)Proceeds from Interest Rate Derivatives


63,544







63,544Excess Tax Benefits from Share-Based Compensation


4,197







4,197Other Financing Activities, Net


4,748







4,748Net Cash (Used) Provided by Financing Activities


906,155







906,155Effect of Exchange Rate Changes on Cash and Cash Equivalents


10,580







10,580Net Increase in Cash and Cash Equivalents


14,121







14,121Cash and Cash Equivalents at Beginning of Year


238,398







238,398Cash and Cash Equivalents at End of Year

$
252,519


$



$
252,519  60




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2008PreviouslyReported


Adjustments


Restated(In thousands)Cash Flows From Operating Activities:Net Income

$
1,427,425


$
(146,657
)

$
1,280,768Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation and Amortization


731,808







731,808Employee Share-Based Compensation Expense


101,416







101,416Bad Debt Expense


5,970







5,970(Gain) Loss on Sale of Assets and Businesses, Net


(110,326
)






(110,326
)Deferred Income Tax Provision (Benefit)


(80,692
)


(3,618
)


(84,310
)Excess Tax Benefits from Share-Based Compensation


(10,032
)






(10,032
)Loss from Discontinued Operation


12,928







12,928Other, Net


(18,557
)


6,245



(12,312
)Change in Operating Assets and Liabilities, Net of Effect of
    Businesses Acquired:Accounts Receivable


(461,239
)






(461,239
)Inventories


(581,981
)


22,134



(559,847
)Other Current Assets


(168,140
)


700



(167,440
)Accounts Payable


230,596







230,596Other Current Liabilities


62,715



121,196



183,911Other, Net


(31,104
)






(31,104
)Net Cash Provided by Operating Activities-Continuing Operations


1,110,787







1,110,787Net Cash Used by Operating Activities-Discontinued Operation


(6,219
)






(6,219
)Net Cash Provided by Operating Activities


1,104,568







1,104,568Cash Flows from Investing Activities:Capital Expenditures for Property, Plant and Equipment for
    Continuing Operations


(2,484,163
)






(2,484,163
)Acquisitions of Businesses, Net of Cash Acquired


(798,530
)






(798,530
)Acquisition of Intellectual Property


(24,079
)






(24,079
)Acquisition of Equity Investments in Unconsolidated Affiliates


(11,568
)






(11,568
)Proceeds from Sale of Assets and Businesses, Net


297,285







297,285Net Cash Used by Investing Activities-Continuing Operations


(3,021,055
)






(3,021,055
)Net Cash Provided by Investing Activities-Discontinued Operation


11,000







11,000Net Cash Used by Investing Activities


(3,010,055
)






(3,010,055
)Cash Flows From Financing Activities:Borrowings of Long-term Debt


1,498,874







1,498,874Borrowings (Repayments) of Short-term Debt, Net


477,821







477,821Repayments of Long-term Debt


(20,541
)






(20,541
)Proceeds from Interest Rate Derivatives


(638
)






(638
)Excess Tax Benefits from Share-Based Compensation


10,032







10,032Other Financing Activities, Net


11,983







11,983Net Cash (Used) Provided by Financing Activities-Continuing
    Operations


1,977,531







1,977,531Net Cash Provided by Financing Activities-Discontinued Operations










Net Cash (Used) Provided by Financing Activities


1,977,531







1,977,531Effect of Exchange Rate Changes on Cash and Cash Equivalents


(4,360
)






(4,360
)Net Increase in Cash and Cash Equivalents


67,684







67,684Cash and Cash Equivalents at Beginning of Year


170,714







170,714Cash and Cash Equivalents at End of Year

$
238,398


$



$
238,398  61




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Business
    Combinations  .
    TNK-BP. TNK-BP TNK-BP TNK-BP
  TNK-BP TNK-BP TNK-BP
   62




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      4.
    Equity
    Investment Acquisition    5.
    Discontinued
    Operation      Revenues

$
556Loss Before Income Taxes

$
25,811Benefit for Income Taxes


12,883Loss from Discontinued Operation, Net of Taxes

$
12,928     6.
    Cash Flow
    Information  Gain
    on Sales of Assets and Businesses, Net
    Non-cash
    Activities
   63




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Supplemental
    Cash Flow Information
    Year Ended December 31,2010

2009

2008(In thousands)Interest paid, net of capitalized interest

$
403,055


$
331,862


$
233,468Income taxes paid, net of refunds


350,603



389,652



271,418   7.
    Inventories    December 31,2010


2009(Restated)(In thousands)Raw materials, components and supplies

$
383,639


$
328,253Work in process


114,266



115,564Finished goods


2,092,103



1,794,477$
2,590,008


$
2,238,294     8.
    Goodwill   64




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Middle East/


Europe/North


North Africa/


West Africa/


LatinAmerica


Asia


FSU


America


Total(In thousands)Balance at December 31, 2008

$
1,813,710


$
675,558


$
734,930


$
306,717


$
3,530,915Acquisitions


146,504







245,571







392,075Disposals


(6,648
)


(2,659
)






(534
)


(9,841
)Purchase price and other adjustments


14,000



10,672



8,554



(16
)


33,210Foreign currency translation


129,983



15,325



56,522



7,916



209,746Balance at December 31, 2009


2,097,549



698,896



1,045,577



314,083



4,156,105Acquisitions


4,169



24,114



1,246







29,529Disposals






(862
)










(862
)Purchase price and other adjustments


(361
)


(635
)


(19,374
)


(1,364
)


(21,734
)Foreign currency translation


31,663



10,315



(19,844
)


305



22,439Balance at December 31, 2010

$
2,133,020


$
731,828


$
1,007,605


$
313,024


$
4,185,477   9.
    Other
    Intangible Assets    December 31, 2010


December 31, 2009Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


Net(Restated)


(Restated)


(Restated)(In thousands)Acquired technology

$
412,744


$
(144,752
)

$
267,992


$
410,115


$
(109,134
)

$
300,981Licenses


269,802



(119,971
)


149,831



259,930



(101,884
)


158,046Patents


215,293



(80,461
)


134,832



204,702



(68,086
)


136,616Customer relationships and contracts


165,701



(54,885
)


110,816



160,556



(35,818
)


124,738Other


119,812



(52,854
)


66,958



96,535



(44,130
)


52,405$
1,183,352


$
(452,923
)

$
730,429


$
1,131,838


$
(359,052
)

$
772,786      65




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
89,2062012


86,3152013


84,0452014


80,0052015


67,658   10.
    Short-term
    Borrowings and Current Portion of Long-term Debt  December 31,2010


2009(In thousands)Revolving credit facility

$



$
798,500Commercial paper program






Other short-term bank loans


18,001



53,007Total short-term borrowings


18,001



851,507Current portion of long-term debt


217,391



18,074Short-term borrowings and current portion of long-term debt

$
235,392


$
869,581Weighted average interest rate on short-term borrowings
    outstanding at end of year


8.96
%


1.39
%   debt-to-capitalization
     66




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Long-term
    Debt    December 31,2010


2009(In thousands)6.625% Senior Notes due 2011

$
183,647


$
352,8725.95% Senior Notes due 2012


272,897



599,3805.15% Senior Notes due 2013


298,586



511,2734.95% Senior Notes due 2013


252,412



253,2035.50% Senior Notes due 2016


358,208



359,5856.35% Senior Notes due 2017


599,656



599,6156.00% Senior Notes due 2018


498,050



497,7829.625% Senior Notes due 2019


1,032,959



1,033,8185.125% Senior Notes due 2020


798,917



6.50% Senior Notes due 2036


595,940



595,8806.80% Senior Notes due 2037


298,215



298,1927.00% Senior Notes due 2038


498,433



498,3769.875% Senior Notes due 2039


247,136



247,1186.75% Senior Notes due 2040


597,570



4.80% Secured Borrowing


172,004



Foreign bank and other debt denominated in foreign currencies


15,299



12,933Capital and Other Lease Obligations


23,660



2,548Other


3,800



2,7576,747,389



5,865,332Less amounts due in one year


217,391



18,074Long-term debt

$
6,529,998


$
5,847,258     2011

$
217,3912012


324,3862013


572,6872014


28,1872015


29,634Thereafter


5,575,104$
6,747,389    67




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            12.
    Fair
    Value of Financial Instruments  Accounts
    Receivable Factoring
    Financial
    Instruments Measured and Recognized at Fair Value
   68




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2009Level 1


Level 2


Level 3


Total(Restated)


(Restated)(In thousands)Other Assets:Other investments

$



$
40,822


$



$
40,822Other Current Liabilities:Contingent consideration on acquisition (See Note 3)










59,563



59,563       Year Ended December 31,2010


2009(Restated)(In thousands)Balance at beginning of period

$
59,563


$
Contingent consideration on acquisition (See Note 3)






83,836Payment of contingent consideration on acquisition


(46,966
)


Gain on contingent consideration on acquisition included in
    earnings


(12,597
)


(24,273
)Balance at end of period

$



$
59,563     Fair
    Value of Other Financial Instruments
     69




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010

2009(In thousands)Fair value

$
7,329,299


$
6,303,203Carrying value


6,747,389



5,865,332   13.
    Derivative
    Instruments      Interest
    Rate Swaps
    Cash
    Flow Hedges
    Other
    Derivative Instruments
     70




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,2010

2009

Classifications(In thousands)Derivative assets not designated as hedges:Foreign exchange contracts

$
8,155


$
9,831


Other Current AssetsDerivative liabilities not designated as hedges:Foreign exchange contracts


21,664



18,939


Other Current LiabilitiesCross-currency swap contracts


34,783



26,170


Other Liabilities   14.
    Shareholders
    Equity    December 31,2010


2009


2008(In thousands)Cumulative translation adjustment

$
193,077


$
188,768


$
(190,317
)Cumulative defined benefit plan adjustments


(28,195
)


(60,636
)


(62,444
)Deferred loss on derivative instruments, net of amortization


(12,764
)


(13,390
)


(14,000
)$
152,118


$
114,742


$
(266,761
)     Issued


Treasury(In thousands)Balance at December 31, 2007


727,204



(49,018
)Shares issued for acquisitions






7,709Equity awards granted, vested and exercised


1,433



924Other


52



18Balance at December 31, 2008


728,689



(40,367
)Shares issued for acquisitions


29,578



5,398Equity awards granted, vested and exercised






6,030Other


180



138Balance at December 31, 2009


758,447



(28,801
)Shares issued for acquisitions






1,780Equity awards granted, vested and exercised






4,181Other






202Balance at December 31, 2010


758,447



(22,638
)  71




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Authorized
    Shares
    Warrants
    15.
    Share-Based
    Compensation  Incentive
    Plans
      Share-Based
    Compensation Expense
    Year Ended December 31,2010

2009

2008(In thousands)Share-based compensation

$
98,725


$
110,359


$
101,416Related tax benefit


34,554



38,626



35,496  72




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Options
    WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions


Price


Term


Value(In years)


(In thousands)Outstanding at December 31, 2009


12,848,036


$
8.42



5.08


$
124,787Granted






Exercised


(1,008,492
)


4.78Forfeited


(20,000
)


23.75Outstanding at December 31, 2010


11,819,544



8.70



4.20



166,624Vested or Expected to Vest at December 31, 2010


11,819,544



8.70



4.20



166,624Exercisable at December 31, 2010


11,482,894



8.37



4.18



165,698     Restricted
    Share Awards and Restricted Share Units
    Weighted





WeightedAverage





AverageGrant Date





Grant DateRSA


Fair Value


RSU


Fair ValueNon-Vested at December 31, 2009


6,541,985


$
22.84



6,292,484


$
23.20Granted


523,800



15.99



852,311



16.74Vested


(2,367,280
)


21.56



(2,014,697
)


22.58Forfeited


(430,412
)


24.73



(914,670
)


20.43Non-Vested at December 31, 2010


4,268,093



22.59



4,215,428



22.76     Performance
    Units
   73




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedAveragePerformance


Grant DateUnits


Fair ValueGranted


1,089,517


$
12.41Forfeited


(103,062
)


13.19Non-Vested at December 31, 2010


986,455



12.32   Executive
    Deferred Compensation Plan
    16.
    Retirement
    and Employee Benefit Plans       74




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009United





UnitedStates


International


States


International(In thousands)Benefit obligation at beginning of year

$
143,399


$
130,686


$
121,922


$
143,408Adjustment to beginning of year benefit obligation(1)














(34,139
)Service cost


1,032



5,205



3,085



6,964Interest cost


4,634



6,858



7,805



7,195Plan participants contributions














227Amendments






150



30,244



Curtailments


(34,143
)


(1,608
)


(1,341
)


(176
)Settlements


(32,779
)


(3,044
)


(12,881
)


Divestitures






(902
)






Actuarial (gain)/loss


7,905



17,637



(4,312
)


(7,273
)Currency fluctuations






(4,007
)






16,871Benefits paid


(836
)


(3,524
)


(1,123
)


(2,391
)Benefit obligation at end of year

$
89,212


$
147,451


$
143,399


$
130,686     (1)
    
    See note following change in plan assets.  fixed-amount,
 75




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009United





UnitedStates


International


States


International(In thousands)Fair value of plan assets at beginning of year

$
8,176


$
89,553


$
7,096


$
96,593Adjustment to beginning of year fair value of plan assets(1)














(34,139
)Actual return on plan assets


1,073



6,564



1,715



8,212Employer contributions


526



7,273



341



8,383Plan participants contributions














227Settlements






(3,044
)






Divestitures






(430
)






Currency fluctuations






(3,275
)






12,140Benefits paid


(836
)


(2,737
)


(976
)


(1,863
)Fair value of plan assets at end of year


8,939



93,904



8,176



89,553Funded status

$
(80,273
)

$
(53,547
)

$
(135,223
)

$
(41,133
)     (1)
    
    Effective January 1, 2009, our disclosures for one of our
    international plans reflect the defined benefit related amounts
    only. In previous years, the plan calculations included both the
    defined benefit obligations and assets and the defined
    contribution obligations and assets as the plan is not formally
    divided. In an effort to provide clarity to the defined benefit
    obligation specifically, we requested that the actuary begin to
    capture the data separately starting in 2009. As a result, the
    defined contribution obligation and assets were carved out of
    the disclosure as shown above and only the true defined benefit
    obligations and assets remain. In addition, the expense shown in
    the defined benefit disclosure for the year ended
    December 31, 2009, is only the defined benefit related
    expense for this plan and the defined contribution related
    expense for this plan is disclosed with our other sponsored
    defined contribution plans at the beginning of this footnote.    December 31,2010

2009United



UnitedStates

International

States

International(In thousands)Noncurrent assets

$



$
2,642


$



$
4,526Current liabilities


(66
)


(826
)


(10,886
)


(542
)Noncurrent liabilities


(80,207
)


(55,363
)


(124,337
)


(45,117
)  76




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009United





UnitedStates


International


States


International(In thousands)Net loss

$
14,506


$
25,988


$
41,113


$
10,903Net prior service costs (credit)


498



(601
)


40,631



(811
)Net transition asset














(16
)Total accumulated other comprehensive income

$
15,004


$
25,387


$
81,744


$
10,076       2010

2009United



UnitedStates

International

States

International(In thousands)Plans with projected benefit obligation in excess of plan assets:Projected benefit obligation

$
89,212


$
116,617


$
143,399


$
100,953Fair value of plan assets


8,939



60,428



8,176



55,295Plans with accumulated benefit obligation in excess of plan
    assets:Accumulated benefit obligation


83,877



73,728



103,752



69,750Fair value of plan assets


8,939



32,665



8,176



32,362     2010


2009


2008United





United





UnitedStates


International


States


International


States


International(In thousands)Service cost

$
1,032


$
5,205


$
3,085


$
6,964


$
2,879


$
13,557Interest cost


4,634



6,858



7,805



7,195



6,017



9,905Expected return on plan assets


(595
)


(4,712
)


(630
)


(4,031
)


(687
)


(8,700
)Amortization of transition asset














(4
)






(4
)Amortization of prior service cost (credit)


1,578



(42
)


3,908



(48
)


1,833



(47
)Settlements/curtailments


37,126



(1,188
)


4,760







5,621



(126
)Amortization of net loss


1,320



(76
)


6,340



993



3,862



319Net periodic benefit cost

$
45,095


$
6,045


$
25,268


$
11,069


$
19,525


$
14,904  77




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009United





UnitedStates


International


States


International(In thousands)New Activity:Net (gain) loss for the year

$
(26,716
)

$
14,177


$
(6,738
)

$
(11,550
)Net prior service cost for the year






150



30,244



Reclassification Adjustments:Net loss


109



1,250



(10,037
)


(993
)Prior service credit (cost)


(40,133
)


42



(4,971
)


48Transition asset






14







4Total other comprehensive income

$
(66,740
)

$
15,633


$
8,498


$
(12,491
)     UnitedStates

International(In thousands)Net loss

$
734


$
821Prior service costs (credit)


88



(63
)       Year Ended December 31,2010

2009Discount rate:United States plans

3.25 - 4.50%

5.25%International plans

1.59 - 7.50

1.68 - 8.00Rate of compensation increase:United States plans



6.00International plans

2.00 - 4.50

2.00 - 4.70  78




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010

2009

2008Discount rate:United States plans

5.25%

5.75 - 6.25%

5.75 - 6.00%International plans

1.68 - 8.00

1.68 - 6.00

1.94 - 5.60Expected return on plan assets:United States plans

7.00

7.00

7.00International plans

4.60 - 6.46

4.20 - 7.05

4.20 - 7.34Rate of compensation increase:United States plans



8.00

8.00International plans

2.00 - 4.70

2.00 - 5.15

2.00 - 4.77       Level 1


Level 2


Total(In thousands)Investment funds(1)

$



$
93,904


$
93,904Common/collective trust funds(2)






8,939



8,939Total assets at fair value

$



$
102,843


$
102,843     (1)
    
    These international funds invest in the following: 5% cash, 9%
    U.S. equities, 39%
    non-U.S.
    equities, 37%
    non-U.S.
    fixed income securities, 6% property and 4% other.(2)
    
    These U.S. funds invest in 63% equities and 37% fixed income
    securities.    Level 1


Level 2


Total(In thousands)Investment funds(1)

$



$
86,765


$
86,765Common/collective trust funds(2)






8,176



8,176Cash


2,788







2,788Total assets at fair value

$
2,788


$
94,941


$
97,729     (1)
    
    These international funds invest in the following: 4% cash, 6%
    U.S. equities, 39%
    non-U.S.
    equities, 41%
    non-U.S.
    fixed income securities, 7% property and 3% other.(2)
    
    These U.S. funds invest in 62% equities and 38% fixed income
    securities. 79




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         United States


International(In thousands)2011

$
10,546


$
2,9412012


8,411



2,0352013


7,806



3,7092014


7,051



3,0882015


6,554



4,0452016-2020


53,876



25,397   17.
    Income
    Taxes    Year Ended December 31,2010


2009


2008(Restated)


(Restated)(In thousands)Domestic

$
18,104


$
(470,793
)

$
519,074Foreign


186,485



754,276



1,147,459$
204,589


$
283,483


$
1,666,533  80




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008(Restated)


(Restated)(In thousands)Current;U.S. federal and state income taxes

$
(34,898
)

$
75,532


$
(118,446
)Foreign


(207,790
)


(293,485
)


(338,701
)Total current


(242,688
)


(217,953
)


(457,147
)Deferred:U.S. federal


(72,370
)


69,221



73,837Foreign


17,337



61,549



10,473Total deferred


(55,033
)


130,770



84,310$
(297,721
)

$
(87,183
)

$
(372,837
)       Year Ended December 31,2010


2009


2008(Restated)


(Restated)(In thousands)Statutory federal income tax rate

$
(71,606
)

$
(99,219
)

$
(583,287
)Effect of state income tax, net and alternative minimum tax


(6,693
)


(8,268
)


(11,177
)Effect of domestic non-deductible expenses


(8,873
)


(11,005
)


(20,610
)Change in valuation allowance


(31,641
)


(636
)


(4,574
)Effect of foreign income tax, net


(153,754
)


37,159



258,222Change in income tax reserve


(20,615
)


(7,101
)


(9,302
)Effect of change in statutory rates


(1,428
)


6,365



(1,782
)Other


(3,111
)


(4,478
)


(327
)$
(297,721
)

$
(87,183
)

$
(372,837
)      81




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        December 31,2010


2009(Restated)(In thousands)Deferred tax assets:Domestic and foreign operating losses

$
525,163


$
447,521Accrued liabilities and reserves


136,809



157,429Tax credits


52,348



102,289Other differences between financial and tax basis


49,028



98,247Differences between financial and tax basis inventory


62,057



47,258Valuation allowance


(102,794
)


(70,349
)Total deferred tax assets


722,611



782,395Deferred tax liabilities:Property, plant and equipment


(316,682
)


(275,475
)Goodwill and other intangibles


(192,906
)


(179,413
)Unremitted foreign earnings






(22,585
)Other differences between financial and tax basis


(50,231
)


(60,940
)Total deferred tax liabilities


(559,819
)


(538,413
)Net deferred tax assets

$
162,792


$
243,982        82




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008(Restated)


(Restated)(In thousands)Balance at beginning of year

$
63,466


$
55,979


$
44,577Additions as a result of tax positions taken during a prior
    period


20,059



13,007



11,263Reductions as a result of tax positions taken during a prior
    period


(15,526
)


(2,259
)


(71
)Additions as a result of tax positions taken during the current
    period


4,106



1,991



2,977Reductions relating to settlements with taxing authorities


(9,397
)


(3,933
)


(2,767
)Reductions as a result of a lapse of the applicable statute of
    limitations


(1,986
)


(1,319
)


Balance at end of year

$
60,722


$
63,466


$
55,979             18.
    Disputes,
    Litigation and Contingencies  U.S.
    Government and Internal Investigations
    oil-for-food oil-for-food
 83




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           84




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Macondo
    Litigation
        OPA-related
  and/or
   85




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Shareholder
    Litigation
  Form 10-K
  Other
    Disputes
       86




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Commitments    2011

$
115,6792012


88,4662013


60,1522014


45,0992015


34,368Thereafter


188,164$
531,928     20.
    Segment
    Information  Reporting
    Segments
    Year Ended December 31, 2010Net


Income


Depreciation





Total Assets atOperating


from


and


Capital


December 31,Revenues


Operations


Amortization


Expenditures


2010(In thousands)North America

$
4,166,881


$
695,607


$
327,539


$
242,235


$
6,569,694Middle East/North Africa/Asia


2,450,503



264,647



304,993



380,581



4,921,588Europe/West Africa/FSU


1,984,429



241,298



212,010



106,050



3,626,904Latin America(a)


1,618,984



53,843



181,136



219,661



2,728,06110,220,797



1,255,395



1,025,678



948,527



17,846,247Corporate and Research and Development






(387,399
)


21,656



28,017



1,285,407Revaluation of Contingent Consideration






12,597











Other(b)






(99,140
)










Total

$
10,220,797


$
781,453


$
1,047,334


$
976,544


$
19,131,654   87




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31, 2009Net


Income


Depreciation





Total Assets atOperating


from


and


Capital


December 31,Revenues


Operations


Amortization


Expenditures


2009(Restated)


(Restated)


(Restated)





(Restated)(In thousands)North America

$
2,762,264


$
190,877


$
315,746


$
276,457


$
6,347,978Middle East/North Africa/Asia


2,372,798



440,371



257,065



817,635



4,572,498Europe/West Africa/FSU


1,618,664



224,666



167,308



206,559



3,586,895Latin America


2,079,279



279,888



152,567



228,180



3,125,3768,833,005



1,135,802



892,686



1,528,831



17,632,747Corporate and Research and Development






(371,645
)


16,211



40,646



1,063,943Revaluation of Contingent Consideration






24,273











Other(c)






(100,566
)










Total

$
8,833,005


$
687,864


$
908,897


$
1,569,477


$
18,696,690   Year Ended December 31, 2008Net


Income


Depreciation





Total Assets atOperating


from


and


Capital


December 31,Revenues


Operations


Amortization


Expenditures


2008(Restated)








(Restated)(In thousands)North America

$
4,460,147


$
1,105,924


$
310,054


$
602,876


$
6,536,410Middle East/North Africa/Asia


2,391,520



563,438



196,443



1,123,751



4,322,475Europe/West Africa/FSU


1,539,190



374,888



119,957



393,532



2,631,648Latin America


1,209,707



279,646



93,942



312,382



2,010,3139,600,564



2,323,896



720,396



2,432,541



15,500,846Corporate and Research and Development






(328,871
)


11,412



51,622



969,341Other(d)






(39,857
)










Total

$
9,600,564


$
1,955,168


$
731,808


$
2,484,163


$
16,470,187     (a)
    
    Latin America for the year ended December 31, 2010 includes
    a $76 million charge for revisions to our profitability
    estimates on our project management contracts in Mexico and a
    $32 million reserve taken against accounts receivable
    balances in Venezuela in light of the countrys economic
    prognosis.(b)
    
    Other for the year ended December 31, 2010 includes a
    $38 million charge related to our SERP which was frozen on
    March 31, 2010, $61 million for severance and facility
    closure costs and $7 million for legal and professional
    fees incurred in connection with our on-going investigations.
    These charges were offset by a $7 million benefit related
    to the reversal of prior cost accruals for our exit from certain
    sanctioned countries.(c)
    
    Other for the year ended December 31, 2009 includes
    $45 million for legal and professional fees incurred in
    connection with on-going investigations by the U.S. government,
    $52 million for severance and facility closure costs
    associated with reorganization activities and $4 million in
    costs related to the Companys withdrawal from certain
    sanctioned countries.(d)
    
    Other for the year ended December 31, 2008 includes
    $56 million for costs incurred in connection with the
    Companys withdrawal from sanctioned countries,
    $47 million in legal and professional fees incurred in
    connection with the Companys on-going investigations by
    the U.S. government and $18 million for severance costs
    incurred for restructuring activities. These charges were
    partially offset by an $81 million gain 88




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  recognized as a result of the Company selling its 50% interest
    in a subsidiary it controlled to Qatar Petroleum for cash
    consideration of $113 million.  Products
    and Services
    Year Ended December 31,2010


2009


2008Drilling Services


17
%


16
%


16
%Artificial Lift Systems


15



14



17Well Construction


14



15



15Integrated Drilling


12



14



6Stimulation & Chemicals


12



8



7Completion Systems


8



11



10Drilling Tools


8



8



11Wireline


6



6



8Re-entry & Fishing


6



6



7Pipeline & Specialty Services


2



2



3Total


100
%


100
%


100
%   Geographic
    Areas
    Revenues from Unaffiliated Customers


Long-lived Assets2010


2009


2008


2010


2009


2008(Restated)








(Restated)


(Restated)(In thousands)United States

$
3,197,064


$
2,118,922


$
3,392,945


$
4,209,399


$
4,317,191


$
4,156,196Mexico


617,350



1,230,605



293,224



372,238



407,603



356,210Canada


969,818



643,342



1,067,202



1,187,136



1,197,723



1,039,899Other Countries


5,436,565



4,840,136



4,847,193



6,763,399



6,717,822



5,312,038$
10,220,797


$
8,833,005


$
9,600,564


$
12,532,172


$
12,640,339


$
10,864,343   21.
    Quarterly
    Financial Data (Unaudited)   89




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    QuarterFirst

Second

Third

Fourth

Total(Restated)

(Restated)

(Restated)(In thousands, except per share amounts)2010Revenues

$
2,331,067


$
2,437,163


$
2,529,752


$
2,922,815


$
10,220,797Gross Profit


578,607



630,412



633,896



794,601



2,637,516Net Income (Loss) Attributable to Weatherford


(83,607
)


(57,556
)


99,324



(66,086
)


(107,925
)Basic Earnings (Loss) Per Share

$
(0.11
)

$
(0.08
)

$
0.13


$
(0.09
)

$
(0.15
)Diluted Earnings (Loss) Per Share

$
(0.11
)

$
(0.08
)

$
0.13


$
(0.09
)

$
(0.15
)   QuarterFirst

Second

Third

Fourth

Total(Restated)

(Restated)

(Restated)

(Restated)(Restated)(In thousands, except per share amounts)2009Revenues

$
2,254,631


$
1,998,427


$
2,144,947


$
2,435,000


$
8,833,005Gross Profit


716,019



549,623



546,048



558,673



2,370,363Net Income (Loss) Attributable to Weatherford


144,355



22,249



59,729



(56,192
)


170,141Basic Earnings (Loss) Per Share

$
0.21


$
0.03


$
0.08


$
(0.08
)

$
0.24Diluted Earnings (Loss) Per Share

$
0.21


$
0.03


$
0.08


$
(0.08
)

$
0.24   22.
    Other
    Disclosures Required by Swiss Law  Balance
    Sheet Item
    Statement
    of Income Item
    Compensation
    and Security Ownership of Board Members and Executive
    Officers
    Risk
    Assessment
   90




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.
    Consolidating
    Financial Statements             91




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 31, 2010
    (In thousands)
  OtherParent


Bermuda


Delaware


Subsidiaries


Eliminations


ConsolidationASSETSCurrent Assets:Cash and Cash Equivalents

$
124


$
113,443


$
11,433


$
290,772


$



$
415,772Other Current Assets


10,018



9,107



85,342



5,971,828







6,076,295Total Current Assets


10,142



122,550



96,775



6,262,600







6,492,067Equity Investments in Affiliates


9,143,623



15,304,005



7,401,552



11,308,896



(43,158,076
)


Shares Held in Parent










94,105



468,801



(562,906
)


Intercompany Receivables, Net






2,233,910



420,066







(2,653,976
)


Other Assets


8,124



39,318



294,821



12,297,324







12,639,587Total Assets

$
9,161,889


$
17,699,783


$
8,307,319


$
30,337,621


$
(46,374,958
)

$
19,131,654LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-Term Debt

$



$
7,887


$
201,676


$
25,829


$



$
235,392Accounts Payable and Other Current Liabilities


21,657



133,850



114,023



2,078,057







2,347,587Total Current Liabilities


21,657



141,737



315,699



2,103,886







2,582,979Long-term Debt






5,170,323



1,324,743



34,932







6,529,998Intercompany Payables, Net


226,167











2,427,809



(2,653,976
)


Other Long-term Liabilities


5,924



77,049



2,115



468,742







553,830Total Liabilities


253,748



5,389,109



1,642,557



5,035,369



(2,653,976
)


9,666,807Weatherford Shareholders Equity


8,908,141



12,310,674



6,664,762



25,238,336



(43,720,982
)


9,400,931Noncontrolling Interests














63,916







63,916Total Liabilities and Shareholders Equity

$
9,161,889


$
17,699,783


$
8,307,319


$
30,337,621


$
(46,374,958
)

$
19,131,654  92




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 31, 2009
    (Restated)
    (In thousands)
  OtherParent


Bermuda


Delaware


Subsidiaries


Eliminations


ConsolidationASSETSCurrent Assets:Cash and Cash Equivalents

$
102


$
47


$
421


$
251,949


$



$
252,519Other Current Assets


496



11,163



98,033



5,619,742







5,729,434Total Current Assets


598



11,210



98,454



5,871,691







5,981,953Equity Investments in Affiliates


9,183,803



14,952,128



6,527,676



11,441,274



(42,104,881
)


Shares Held in Parent










108,268



507,780



(616,048
)


Intercompany Receivables, Net






1,671,487



1,017,215







(2,688,702
)


Other Assets


9,376



68,960



190,174



12,446,227







12,714,737Total Assets

$
9,193,777


$
16,703,785


$
7,941,787


$
30,266,972


$
(45,409,631
)

$
18,696,690LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-Term Debt

$



$
352,373


$
1,868


$
515,340


$



$
869,581Accounts Payable and Other Current Liabilities


46,160



107,984



116,404



1,860,571







2,131,119Total Current Liabilities


46,160



460,357



118,272



2,375,911







3,000,700Long-term Debt






3,988,162



1,848,191



10,905







5,847,258Intercompany Payables, Net


36,611











2,652,091



(2,688,702
)


Other Long-term Liabilities


8,132



132,155



2,309



267,763







410,359Total Liabilities


90,903



4,580,674



1,968,772



5,306,670



(2,688,702
)


9,258,317Weatherford Shareholders Equity


9,102,874



12,123,111



5,973,015



24,881,270



(42,720,929
)


9,359,341Noncontrolling Interests














79,032







79,032Total Liabilities and Shareholders Equity

$
9,193,777


$
16,703,785


$
7,941,787


$
30,266,972


$
(45,409,631
)

$
18,696,690  93




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Income
    Year Ended December 31, 2010
    (In thousands)
  OtherParent


Bermuda


Delaware


Subsidiaries


Eliminations


ConsolidationRevenues

$



$



$



$
10,220,797


$



$
10,220,797Costs and Expenses


(39,534
)


(45,767
)


(2,993
)


(9,351,050
)






(9,439,344
)Operating Income (Loss)


(39,534
)


(45,767
)


(2,993
)


869,747







781,453Other Income (Expense):Interest Expense, Net


(982
)


(285,705
)


(113,343
)


(5,755
)






(405,785
)Bond Tender Premium






(15,447
)


(38,526
)










(53,973
)Devaluation of Venezuelan Bolivar














(63,859
)






(63,859
)Intercompany Charges, Net


(27,143
)


2,858



(187,546
)


211,831







Equity in Subsidiary Income


(40,180
)


22,424



1,070,951







(1,053,195
)


Other, Net


(86
)


239,347



(884
)


(291,624
)






(53,247
)Income (Loss) Before Income Taxes


(107,925
)


(82,290
)


727,659



720,340



(1,053,195
)


204,589Provision for Income Taxes






(5
)


119,545



(417,261
)






(297,721
)Net Income (Loss)


(107,925
)


(82,295
)


847,204



303,079



(1,053,195
)


(93,132
)Noncontrolling Interests














(14,793
)






(14,793
)Net Income Attributable to Weatherford

$
(107,925
)

$
(82,295
)

$
847,204


$
288,286


$
(1,053,195
)

$
(107,925
)  94




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Income
    Year Ended December 31, 2009
    (Restated)
    (In thousands)
  OtherParent


Bermuda


Delaware


Subsidiaries


Eliminations


ConsolidationRevenues

$



$



$



$
8,833,005


$



$
8,833,005Costs and Expenses


(10,609
)


(25,914
)


(3,011
)


(8,105,607
)






(8,145,141
)Operating Income (Loss)


(10,609
)


(25,914
)


(3,011
)


727,398







687,864Other Income (Expense):Interest Expense, Net


(86
)


(253,403
)


(114,874
)


1,615







(366,748
)Intercompany Charges, Net


(20,776
)


5,430



(143,689
)


159,035







Equity in Subsidiary Income


201,603



249,409



404,287







(855,299
)


Other, Net


9



208,493



(591
)


(245,544
)






(37,633
)Income (Loss) Before Income Taxes


170,141



184,015



142,122



642,504



(855,299
)


283,483Provision for Income Taxes










89,404



(176,587
)






(87,183
)Net Income (Loss)


170,141



184,015



231,526



465,917



(855,299
)


196,300Noncontrolling Interests














(26,159
)






(26,159
)Net Income Attributable to Weatherford

$
170,141


$
184,015


$
231,526


$
439,758


$
(855,299
)

$
170,141  95




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Income
    Year Ended December 31, 2008
    (Restated)
    (In thousands)
  OtherBermuda


Delaware


Subsidiaries


Eliminations


ConsolidationRevenues

$



$



$
9,600,564


$



$
9,600,564Costs and Expenses


(35,899
)


(1,684
)


(7,607,813
)






(7,645,396
)Operating Income (Loss)


(35,899
)


(1,684
)


1,992,751







1,955,168Other Income (Expense):Interest Expense, Net


(127,684
)


(115,721
)


(274
)






(243,679
)Intercompany Charges, Net


128,198







(128,198
)






Equity in Subsidiary Income


1,286,557



1,371,167







(2,657,724
)


Other, Net


(6,676
)


(1,783
)


(36,497
)






(44,956
)Income (Loss) from Continuing Operations Before Income Taxes


1,244,496



1,251,979



1,827,782



(2,657,724
)


1,666,533Provision for Income Taxes






34,578



(407,415
)






(372,837
)Income (Loss) from Continuing Operations


1,244,496



1,286,557



1,420,367



(2,657,724
)


1,293,696Income (Loss) from Discontinued Operation, Net of Taxes


2,000







(14,928
)






(12,928
)Net Income (Loss)


1,246,496



1,286,557



1,405,439



(2,657,724
)


1,280,768Noncontrolling Interests










(34,272
)






(34,272
)Net Income Attributable to Weatherford

$
1,246,496


$
1,286,557


$
1,371,167


$
(2,657,724
)

$
1,246,496  96




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2010
    (In thousands)
  OtherParent


Bermuda


Delaware


Subsidiaries


Eliminations


ConsolidationCash Flows from Operating Activities:Net Income (Loss)

$
(107,925
)

$
(82,295
)

$
847,204


$
303,079


$
(1,053,195
)

$
(93,132
)Adjustments to Reconcile Net Income (Loss) to Net Cash Provided
    (Used) by Operating Activities:Charges from Parent or Subsidiary


27,143



(2,858
)


187,546



(211,831
)






Equity in (Earnings) Loss of Affiliates


40,180



(22,424
)


(1,070,951
)






1,053,195



Deferred Income Tax Benefit










(119,558
)


174,591







55,033Other Adjustments


11,149



(127,298
)


(274
)


1,282,535







1,166,112Net Cash Provided (Used) by Operating Activities


(29,453
)


(234,875
)


(156,033
)


1,548,374







1,128,013Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired


(91,455
)










(52,101
)






(143,556
)Capital Expenditures for Property, Plant and Equipment














(976,544
)






(976,544
)Acquisition of Intellectual Property














(23,977
)






(23,977
)Purchase of Equity Investment in Unconsolidated Affiliates














(2,405
)






(2,405
)Proceeds from Sale of Assets and Businesses, Net














196,927







196,927Capital Contribution to Subsidiary






(12,671
)


(25
)






12,696



Other Investing Activities






41,840















41,840Net Cash Provided (Used) by Investing Activities


(91,455
)


29,169



(25
)


(858,100
)


12,696



(907,715
)Cash Flows from Financing Activities:Borrowings (Repayments) Short-term Debt, Net






(344,485
)


(835
)


(488,990
)






(834,310
)Borrowings (Repayments) Long-term Debt, Net






1,180,007



(501,269
)


180,805







859,543Borrowings (Repayments) Between Subsidiaries, Net


120,930



(497,066
)


706,249



(330,113
)






Proceeds from Capital Contribution














12,696



(12,696
)


Other, Net






(19,354
)


(37,075
)


(6,652
)






(63,081
)Net Cash Provided (Used) by Financing Activities


120,930



319,102



167,070



(632,254
)


(12,696
)


(37,848
)Effect of Exchange Rate Changes on Cash and Cash Equivalents














(19,197
)






(19,197
)Net Increase in Cash and Cash Equivalents


22



113,396



11,012



38,823







163,253Cash and Cash Equivalents at Beginning of Year


102



47



421



251,949







252,519Cash and Cash Equivalents at End of Year

$
124


$
113,443


$
11,433


$
290,772


$



$
415,772  97




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2009
    (Restated)
    (In thousands)
  OtherParent


Bermuda


Delaware


Subsidiaries


Eliminations


ConsolidationCash Flows from Operating Activities:Net Income (Loss)

$
170,141


$
184,015


$
231,526


$
465,917


$
(855,299
)

$
196,300Adjustments to Reconcile Net Income (Loss) to Net Cash Provided
    (Used) by Operating Activities:Charges from Parent or Subsidiary


20,776



(5,430
)


143,689



(159,035
)






Equity in (Earnings) Loss of Affiliates


(201,603
)


(249,409
)


(404,287
)






855,299



Deferred Income Tax Benefit










(10,008
)


(120,762
)






(130,770
)Other Adjustments


7,718



(166,010
)


161,307



539,777







542,792Net Cash Provided (Used) by Operating Activities


(2,968
)


(236,834
)


122,227



725,897







608,322Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired














(9,695
)






(9,695
)Capital Expenditures for Property, Plant and Equipment














(1,569,477
)






(1,569,477
)Acquisition of Intellectual Property














(28,210
)






(28,210
)Purchase of Equity Investment in Unconsolidated Affiliates














(26,999
)






(26,999
)Proceeds from Sale of Assets and Businesses, Net














123,445







123,445Capital Contribution to Subsidiary






(474,465
)


(39
)






474,504



Net Cash Provided (Used) by Investing Activities






(474,465
)


(39
)


(1,510,936
)


474,504



(1,510,936
)Cash Flows from Financing Activities:Borrowings (Repayments) Short-term Debt, Net






(429,070
)


110



36,040







(392,920
)Borrowings (Repayments) Long-term Debt, Net






1,233,365







(6,779
)






1,226,586Borrowings (Repayments) Between Subsidiaries, Net


2,968



(92,973
)


(194,416
)


284,421







Proceeds from Capital Contribution














474,504



(474,504
)


Other, Net










72,489











72,489Net Cash Provided (Used) by Financing Activities


2,968



711,322



(121,817
)


788,186



(474,504
)


906,155Effect of Exchange Rate Changes on Cash and Cash Equivalents














10,580







10,580Net Increase in Cash and Cash Equivalents






23



371



13,727







14,121Cash and Cash Equivalents at Beginning of Year


102



24



50



238,222







238,398Cash and Cash Equivalents at End of Year

$
102


$
47


$
421


$
251,949


$



$
252,519  98




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2008
    (Restated)
    (In thousands)
  OtherBermuda


Delaware


Subsidiaries


Eliminations


ConsolidationCash Flows from Operating Activities:Net Income (Loss)

$
1,246,496


$
1,286,557


$
1,405,439


$
(2,657,724
)

$
1,280,768Adjustments to Reconcile Net Income (Loss) to Net Cash Provided
    (Used) by Operating Activities:Charges from Parent or Subsidiary


(128,198
)






128,198







(Gain) Loss from Discontinued Operation


(2,000
)






14,928







12,928Equity in (Earnings) Loss of Affiliates


(1,286,557
)


(1,371,167
)






2,657,724



Deferred Income Tax Benefit






(15,687
)


(68,623
)






(84,310
)Other Adjustments


(21,284
)


(120,321
)


43,006







(98,599
)Net Cash Provided (Used) by Operating Activities 
    Continuing Operations


(191,543
)


(220,618
)


1,522,948







1,110,787Net Cash Used by Operating Activities  Discontinued
    Operation










(6,219
)






(6,219
)Net Cash Provided (Used) by Operating Activities


(191,543
)


(220,618
)


1,516,729







1,104,568Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired










(798,530
)






(798,530
)Capital Expenditures for Property, Plant and Equipment










(2,484,163
)






(2,484,163
)Acquisition of Intellectual Property










(24,079
)






(24,079
)Purchase of Equity Investment in Unconsolidated Affiliate










(11,568
)






(11,568
)Proceeds from Sale of Assets and Businesses, Net










297,285







297,285Capital Contribution to Subsidiary


(350,966
)


(5,050
)






356,016



Net Cash Provided (Used) by Investing Activities 
    Continuing Operation


(350,966
)


(5,050
)


(3,021,055
)


356,016



(3,021,055
)Net Cash Provided by Investing Activities 
    Discontinued Operation


11,000















11,000Net Cash Provided (Used) by Investing Activities


(339,966
)


(5,050
)


(3,021,055
)


356,016



(3,010,055
)Cash Flows from Financing Activities:Borrowings (Repayments) Short-term Debt, Net


199,054



(23,096
)


301,863







477,821Borrowings (Repayments) Long-term Debt, Net


1,483,931



(1,166
)


(4,432
)






1,478,333Borrowings (Repayments) Between Subsidiaries, Net


(1,151,147
)


226,581



924,566







Proceeds from Capital Contribution










356,016



(356,016
)


Other, Net


(533
)


21,910











21,377Net Cash Provided (Used) by Financing Activities 
    Continuing Operations


531,305



224,229



1,578,013



(356,016
)


1,977,531Net Cash Provided (Used) by Financing Activities 
    Discontinued Operation


















Net Cash Provided (Used) by Financing Activities


531,305



224,229



1,578,013



(356,016
)


1,977,531Effect of Exchange Rate Changes on Cash and Cash Equivalents










(4,360
)






(4,360
)Net Increase (Decrease) in Cash and Cash Equivalents


(204
)


(1,439
)


69,327







67,684Cash and Cash Equivalents at Beginning of Year


228



1,489



168,997







170,714Cash and Cash Equivalents at End of Year

$
24


$
50


$
238,324


$



$
238,398  99




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##### Table of Contents



Item 9.
    Changes
    in and Disagreement with Accountants on Accounting and Financial
    Disclosure    Item 9A.
    Controls
    and Procedures  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rule 13a-15(f).
        Internal Control  An Integrated Framework
    Remediation
    Plan
    
    Redesign the tax accounting processes to improve the flow of
    information to provide for more timely generation of account
    reconciliations and supporting documentation that will
    facilitate supervision and review of the resulting account
    analyses; 100




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##### Table of Contents




    Hire experienced personnel within the tax and financial
    reporting process to ensure effective preparation and review of
    account reconciliations and analyses and enhance training
    programs for local finance and corporate personnel;
    Increase the frequency of the preparation of a formal tax basis
    balance sheet and reconciliations of the all tax accounts to
    enable more timely detection of potential errors; and
    Implement a quarterly process to highlight significant matters
    requiring the attention of both local finance and corporate
    personnel.  Evaluation
    of disclosure controls and procedures
  Form 10-K, Rules 13a-15(e) and 15d-15(e) under Form 10-K Rule 13a-15(e)
  Changes
    in internal controls
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K
  www.weatherford.com
  Form 8-K www.weatherford.com
  Item 11.
    Executive
    Compensation  Form 10-K
 101




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##### Table of Contents



Item 12(a).
    Security
    Ownership of Certain Beneficial Owners  Form 10-K
  Item 12(b).
    Security
    Ownership of Management  Form 10-K
  Item 12(d).
    Securities
    Authorized for Issuance under Equity Compensation
    Plans    Number of SharesRemaining AvailableNumber of Shares





for Future Issuanceto be Issued Upon


Weighted Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding


Outstanding


(Excluding SharesOptions, Warrants


Options, Warrants


Reflected in theand Rights


and Rights


First Column)(In thousands, except share prices)Plan Category:Equity compensation plans approved by shareholders(a)


10,629


$
21.41



10,231Equity compensation plans not approved by shareholders(b)


23,920



11.61



Total


34,549



14.62



10,231     (a)
    
    Includes our Omnibus Plan, which was approved by our
    shareholders in May 2006, and our 2010 Omnibus Plan, which was
    approved by our shareholders in June 2010.(b)
    
    Includes the following compensation plans that were not approved
    by our shareholders: our 1998 Employee Stock Option Plan, our
    Non-Employee Director Deferred Compensation Plan, our Foreign
    Executive Deferred Compensation Stock Ownership Plan and our
    2003 Restricted Share Plan. Those plans and other individual
    compensation arrangements that were not approved by our
    shareholders are described below:Our 1998 Employee Stock Option Plan (1998 Plan)
    provides for the grant of nonqualified options to purchase our
    shares to employees or employees of our affiliates, as
    determined by the Compensation Committee of our Board of
    Directors. The price at which shares may be purchased is based
    on the market price of the shares and cannot be less than the
    aggregate par value of the shares on the date the option was
    granted. Unless otherwise provided in an option agreement, no
    option may be exercised after one day less than 10 years
    from the date of vesting. Options generally become fully
    exercisable after three to four years from the date of grant,
    subject to earlier vesting in the event of the death, disability
    or retirement of the employee or in the event of a change of
    control of the Company. The 1998 Plan provides for the grant of
    options to purchase up to 88,000,000 shares. As of
    December 31, 2010, there were options to purchase an
    aggregate of 8,886,316 of our shares outstanding under the 1998
    Plan, all of which are vested. Subsequent to the shareholder
    approval of our Omnibus Plan in May 2006, awards are no longer
    granted under the 1998 Plan.A total of 3,898,112 options to purchase shares of our stock
    were granted under individual compensation arrangements with the
    following directors: Mr. David J. Butters, Mr. William
    E. Macaulay, Mr. Robert B. Millard, Mr. Robert K.
    Moses, Jr. and Mr. Robert A. Rayne. At
    December 31, 2010, there were 1,876,928 of these options
    outstanding under these agreements, all of which are fully
    vested. 102




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##### Table of Contents



Under our Non-Employee Director Deferred Compensation Plan
    (DDC Plan), each non-employee director may elect to
    defer up to 7.5% of any fees paid by the Company. The deferred
    fees were converted into non-monetary units representing shares
    that could have been purchased with the deferred fees based on
    the market price of our shares on the last day of the month in
    which fees were deferred. If a non-employee director elected to
    defer at least 5% of his fees, we made an additional
    contribution to the directors account equal to the sum of
    (1) 7.5% of the directors fees plus (2) the
    amount of fees deferred by the director. The non-employee
    directors are fully vested at all times. Our directors may
    generally determine when distributions will be made from the
    plan, but in any event all benefits under the DDC Plan will be
    distributed no later than January 1, 2017. The amount of
    the distribution will be a number of our shares equal to the
    number of units at the time of distribution. As of
    December 31, 2010, there were 121,226 deferred units
    outstanding under this plan. Effective December 31, 2008,
    we suspended the DDC Plan. While the plan is suspended, no new
    participants may join the plan and no further deferrals of fees
    or matching contributions will be made under the plan unless and
    until our Board of Directors determines otherwise.We established our Foreign Executive Deferred Compensation Stock
    Ownership Plan for key foreign employees (FEDC Plan)
    and under this plan we contribute 15% of each participants
    total salary, bonus and commission compensation each year. Our
    contributions vest over a five-year period on the basis of 20%
    per year for each year of service. Under the FEDC Plan, our
    contributions are converted into non-monetary units equal to the
    number of our shares that could have been purchased with the
    amounts contributed based on the average closing price of our
    shares for each day of the month in which contributions are
    made. Distributions are made under the FEDC Plan after a
    participant retires, becomes disabled or dies or after his
    employment is terminated, but in any event all benefits under
    the FEDC Plan will be distributed no later than January 1,
    2017. Distributions under the FEDC Plan are made in a number of
    our shares equal to the number of units allocated to the
    participants account at the time of distribution. As of
    December 31, 2010, there were 106,632 deferred units
    outstanding under this plan.In 2002, we issued warrants to purchase up to 12,928,856 of our
    shares at a price of $15.00 per share, which are exercisable
    until February 28, 2012. These warrants were issued in
    connection with the acquisition of intellectual property rights
    and not as compensation to any employee. The warrant holders may
    exercise the warrants and settlement may occur through physical
    delivery, net share settlement, net cash settlement or a
    combination thereof. The net cash settlement option upon
    exercise is at our sole discretion.In 2003, our Board of Directors approved a restricted share plan
    that allows for the grant of up to 15,340,000 of our shares to
    our key employees and directors (2003 Restricted Share
    Plan). Restricted shares are subject to forfeiture
    restrictions that generally lapse after a specified period from
    the date of grant and are subject to earlier vesting in the
    event of death, retirement or a change in control. As of
    December 31, 2010, there were 12,534,835 shares
    granted net of forfeitures under the 2003 Restricted Share Plan,
    all of which are vested. Subsequent to the shareholder approval
    of our Omnibus Plan in May 2006, awards are no longer made under
    this plan.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K
 103




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules          Exhibits :
  ExhibitNumber

Description1
.1

Underwriting Agreement, dated September 16, 2010, among
    Weatherford International Ltd., a Bermuda exempted company,
    Weatherford International Ltd., a Swiss joint-stock corporation,
    Weatherford International, Inc., a Delaware corporation, and
    Deutsche Bank Securities Inc., Morgan Stanley & Co.
    Incorporated, UBS Securities LLC and JP Morgan Securities LLC,
    as representatives of the several underwriters named therein
    (incorporated by reference to Exhibit 1.1 to the
    Registrants Current report on
    Form 8-K
    (File
    No. 1-34258)
    filed September 22. 2010).2
.1

Stock Purchase Agreement dated June 6, 2005 by and between
    Precision Drilling Corporation and Weatherford International
    Ltd. (incorporated by reference to Exhibit 2.1 to Amendment
    No. 1 to the Registrants Current Report on
    Form 8-K
    dated June 6, 2005 on
    Form 8-K/A
    (File
    No. 1-31339)
    filed June 9, 2005).2
.2

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
.3

Share Exchange Agreement dated as of December 10, 2008,
    among Weatherford International, Ltd., a Bermuda exempted
    company, and Weatherford International Ltd., a Swiss joint-stock
    corporation (incorporated by reference to Exhibit 2.1 to
    the Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed December 10, 2008).2
.4

Sale and Purchase Agreement, dated as of May 29, 2009
    between Weatherford International Ltd. and Novy Investments
    Limited (incorporated by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K/A
    (File
    No. 1-34258)
    filed June 3, 2009).3
.1

Second Amendment dated June 24, 2010 to Sale and Purchase
    Agreement between Weatherford International Ltd. And Novy
    Investments Limited dated May 29, 2009 (incorporated by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 28, 2010).3
.2

Organizational Regulations of Weatherford International Ltd.
    (incorporated by reference to Exhibit 3.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).3
.3

Articles of Association of Weatherford International Ltd.
    (incorporated by reference to Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 23, 2010)4
.1

Guarantee, dated as of October 25, 2005, of Weatherford
    International, Inc. for the benefit of holders of any notes
    issued by Weatherford International Ltd., from time to time
    pursuant to the Issuing and Paying Agent Agreement, dated as of
    October 25, 2005, between Weatherford International Ltd.,
    Weatherford International, Inc. and JPMorgan Chase Bank,
    National Association (incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 31, 2005).4
.2

Second Amended and Restated Credit Agreement dated as of
    May 2, 2006, among Weatherford International Ltd.,
    Weatherford International, Inc., Weatherford Liquidity
    Management Hungary Limited Liability Company, JPMorgan Chase
    Bank, as administrative agent, and the other Lenders party
    thereto (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed May 5, 2006). 104




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##### Table of Contents



ExhibitNumber

Description4
.3

Notice of Commitment Increase dated as of November 14,
    2006, among Weatherford International Ltd., Weatherford
    International, Inc., Weatherford Liquidity Management Hungary
    Limited Liability Company, JPMorgan Chase Bank, as
    administrative agent, and the other Lenders party thereto
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed November 16, 2006.4
.4

Omnibus Consent and Amendment to Second Amended and Restated
    Credit Agreement dated January 9, 2009 (incorporated by
    reference to Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed January 15, 2009).4
.5

Credit Agreement, dated March 19, 2008, among Weatherford
    International Ltd., as borrower, Weatherford International, Inc.
    as guarantor, and Deutsche Bank AG Cayman Islands Branch as
    administrative agent, and the other lenders party thereto
    (incorporated by reference to Exhibit 4.6 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed March 25, 2008).4
.6

Omnibus Consent and Amendment to Credit Agreement dated
    January 9, 2009 (incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed January 15, 2009).4
.7

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
.8

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
.9

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
.10

Indenture, dated October 1, 2003, among Weatherford
    International Ltd., Weatherford International, Inc., and
    Deutsche Bank Trust Company Americas (incorporated by
    reference to Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 2, 2003).4
.11

Officers Certificate dated as of February 17, 2006,
    establishing the series of 5.50% Senior Notes due 2016
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed February 17, 2006).4
.12

Officers Certificate, dated August 7, 2006,
    establishing the series of 6.50% Senior Notes due 2036
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed August 7, 2006).4
.13

First Supplemental Indenture, dated March 25, 2008 among
    Weatherford International Ltd., Weatherford International, Inc.,
    and Deutsche Bank Trust Company Americas (incorporated by
    reference to Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed March 25, 2008).4
.14

Indenture, dated June 18, 2007, among Weatherford
    International, Inc., as issuer, Weatherford International Ltd.,
    as guarantor, and Deutsche Bank Trust Company Americas, as
    trustee, (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed on June 18, 2007).4
.15

First Supplemental Indenture, dated June 18, 2007, among
    Weatherford International, Inc., as issuer, Weatherford
    International Ltd., as guarantor, and Deutsche Bank
    Trust Company Americas, as trustee (including forms of
    notes) (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed on June 18, 2007).4
.16

Second Supplemental Indenture, dated as of January 8, 2009,
    among Weatherford International Ltd., Weatherford International,
    Inc., and Deutsche Bank Trust Company Americas
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed January 8, 2009). 105




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##### Table of Contents



ExhibitNumber

Description4
.17

Form of global note for 5.95% Senior Notes due 2012
    (incorporated by reference to Exhibit 4.15 to the
    Registrants Registration Statement on
    Form S-4
    (Registration
    No. 333-146695)
    filed November 8, 2007).4
.18

Form of global note for 5.15% Senior Notes due 2013
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed March 25, 2008).4
.19

Form of global note for 4.95% Senior Notes due 2013
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 7, 2003).4
.20

Form of global note for 5.50% Senior Notes due 2016
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed February 17, 2006).4
.21

Form of global note for 6.00% Senior Notes due 2018
    (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed March 25, 2008).4
.22

Form of global note for 9.625% Senior Notes due 2019
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed January 8, 2009).4
.23

Form of $500,000 global note for 6.50% Senior Notes due
    2036 (incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed August 7, 2006).4
.24

Form of $100,000 global note for 6.50% Senior Notes due
    2036 (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed August 7, 2006).4
.25

Form of global note for 6.80% Senior Notes due 2037
    (incorporated by reference to Exhibit 4.17 to the
    Registrants Registration Statement on
    Form S-4
    (Registration
    No. 333-146695)
    filed November 8, 2007).4
.26

Form of global note for 7.00% Senior Notes due 2038
    (incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed March 25, 2008).4
.27

Form of global note for 9.875% Senior Notes due 2039
    (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed January 8, 2009).4
.28

Amended and Restated Warrant Agreement, dated effective as of
    July 12, 2006, by and among Weatherford International Ltd.,
    Weatherford International, Inc. and Shell Technology Ventures,
    Inc. (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed July 14, 2006).4
.29

Fifth Supplemental Indenture, dated as of February 26,
    2009, among Weatherford International, Inc., a Delaware
    corporation, Weatherford International Ltd., a Bermuda exempted
    company, Weatherford International Ltd., a Swiss joint-stock
    corporation, and The Bank of New York, as successor trustee, to
    the Indenture dated as of May 17, 1996 (the 1996
    Indenture) (incorporated by reference to Exhibit 4.1
    to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).4
.30

Third Supplemental Indenture, dated as of February 26,
    2009, among Weatherford International Ltd., a Bermuda exempted
    company, Weatherford International, Inc., Weatherford
    International Ltd., a Swiss joint-stock corporation, and
    Deutsche Bank Trust Company Americas, as trustee, to the
    Indenture dated as of October 1, 2003 (the 2003
    Indenture) (incorporated by reference to Exhibit 4.2
    to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).4
.31

Second Supplemental Indenture, dated as of February 26,
    2009, among Weatherford International, Inc., Weatherford
    International Ltd., a Bermuda exempted company, Weatherford
    International Ltd., a Swiss joint-stock corporation, and
    Deutsche Bank Trust Company Americas, as trustee, to the
    Indenture dated as of June 18, 2007 (the 2007
    Indenture) (incorporated by reference to Exhibit 4.3
    to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).4
.32

Registration Rights Agreement, dated as of July 27, 2009
    between Weatherford International Ltd. and Novy Investments
    Limited (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed July 27, 2009).4
.33

Registration Rights Agreement, dated as of September 16,
    2009 between Weatherford International Ltd. and Integrity Energy
    International, LLC. (incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed September 17, 2009). 106




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##### Table of Contents



ExhibitNumber

Description4
.34

Fourth Supplemental Indenture, dated September 23, 2010,
    among Weatherford International Ltd., a Bermuda exempted
    company, Weatherford International Ltd., a Swiss joint-stock
    corporation, Weatherford International, Inc. and Deutsche Bank
    Trust Company Americas (incorporated by reference to
    Exhibit 4.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2010 (File
    No. 1-34258)
    filed November 2, 2010).4
.35

Form of global note for 5.125% Senior Notes due 2020
    (incorporated by reference to Exhibit 4.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed September 22, 2010).4
.36

Form of global note for 6.750% Senior Notes due 2040
    (incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed September 22, 2010).4
.37

Form of guarantee notation (incorporated by reference to
    Exhibit 4.5 to the Registrants Current Report on
    Form 8-K
    (File No. 1034258) filed September 22, 2010).10
.1

Issuing and Paying Agent Agreement, dated as of October 25,
    2005, among Weatherford International Ltd., Weatherford
    International, Inc. and JPMorgan Chase Bank, National
    Association (incorporated by reference to Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 31, 2005).10
.2

Commercial Paper Dealer Agreement, dated as of October 25,
    2005, among Weatherford International Ltd., Weatherford
    International, Inc. and JPMorgan Securities Inc. (incorporated
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 31, 2005).10
.3

Commercial Paper Dealer Agreement, dated as of October 25,
    2005, among Weatherford International Ltd., Weatherford
    International, Inc. and Goldman, Sachs & Co.
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 31, 2005).10
.4

Commercial Paper Dealer Agreement, dated as of October 25,
    2005, among Weatherford International Ltd., Weatherford
    International, Inc. and Merrill Lynch Money Markets Inc. (for
    notes with maturities up to 270 days) and Merrill Lynch,
    Pierce, Fenner & Smith Incorporated, (for notes with
    maturities over 270 days up to 397 days) (incorporated
    by reference to Exhibit 10.4 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 31, 2005).*10
.5

Weatherford International Ltd. Restricted Share Plan, including
    form of agreement for officers and non-officers (incorporated by
    reference to Exhibit 10.2 to Amendment No. 1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004 on
    Form 10-Q/A
    (File
    No. 1-31339)
    filed September 15, 2004).*10
.6

Trust under Weatherford International Ltd. Nonqualified
    Executive Retirement Plan dated March 23, 2004
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004 (File
    No. 1-31339)
    filed May 6, 2004).*10
.7

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
.8

General Amendment of Employee Stock Option Programs of
    Weatherford International, Inc. dated May 9, 2003
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003 (File
    No. 1-31339)
    filed August 14, 2003).*10
.9

General Amendment of Directors Stock Option Plans and
    Agreements dated May 9, 2003 (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003 (File
    No. 1-31339)
    filed August 14, 2003).*10
.10

Weatherford International, Inc. 1998 Employee Stock Option Plan,
    as amended, including form of agreement for officers
    (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2003 (File
    No. 1-13086)
    filed March 24, 2004).*10
.11

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
.12

Indemnification Agreement, dated as of September 29, 2005,
    between Weatherford International Ltd. and Andrew P. Becnel
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 5, 2005). 107




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##### Table of Contents



ExhibitNumber

Description*10
.13

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));
    and 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)).*10
.14

Indemnification Agreements with each of Bernard J. Duroc-Danner,
    Burt M. Martin, Stuart E. Ferguson, David J. Butters,
    Robert A. Rayne, Robert K. Moses, Jr., Robert B. Millard, and
    William E. Macaulay (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
.15

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
.16

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
.17

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
.18

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
.19

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
.20

Indemnification Agreement dated October 27, 2006, between
    Weatherford International Ltd. and Jessica Abarca (incorporated
    by reference to Exhibit 10.3 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 27, 2006).*10
.21

Form of Restricted Share Unit Award Agreement for Officers
    pursuant to Weatherford International Ltd. 2006 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.45
    to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 1-31339)
    filed February 23, 2007).*10
.22

Form of Stock Option Award Agreement for Officers pursuant to
    Weatherford International Ltd. 2006 Omnibus Incentive Plan
    (incorporated by reference to Exhibit 10.46 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 1-31339)
    filed February 23, 2007).*10
.23

Form of Restricted Share Award Agreement for Non-employee
    Directors pursuant to Weatherford International Ltd. 2006
    Omnibus Incentive Plan (incorporated by reference to
    Exhibit 10.47 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 1-31339)
    filed February 23, 2007).*10
.24

Form of Restricted Share Award Agreement for Officers pursuant
    to Weatherford International Ltd. 2006 Omnibus Incentive Plan
    (incorporated by reference to Exhibit 10.48 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 (File
    No. 1-31339)
    filed February 23, 2007).*10
.25

Form of Stock Option Award Agreement for Non-Employee Directors
    pursuant to Weatherford International Ltd. 2006 Omnibus Plan
    (incorporated by reference to Exhibit 10.49 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006
    (File No. 1-31339)
    filed February 23, 2007).*10
.26

Indemnification Agreement, dated as of June 11, 2007,
    between Weatherford International Ltd. and Keith R. Morley
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed June 11, 2007). 108




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##### Table of Contents



ExhibitNumber

Description*10
.27

Amended and Restated Employment Agreements dated
    December 31, 2008, between Weatherford International Ltd.
    and each of Jessica Abarca, Andrew P. Becnel, M. David Colley,
    Bernard J.
    Duroc-Danner,
    Stuart E. Ferguson, Burt M. Martin and Keith R. Morley
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.28

Employment Agreements effective as of January 1, 2009,
    between Weatherford International, Inc. and each of Jessica
    Abarca, Andrew P. Becnel, M. David Colley, Bernard J.
    Duroc-Danner, Stuart E. Ferguson, Burt M. Martin and Keith
    R. Morley (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.29

Weatherford International, Inc. Executive Deferred Compensation
    Stock Ownership Plan, as amended and restated as of
    December 31, 2008 (incorporated by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.30

Weatherford International, Inc. Foreign Executive Deferred
    Compensation Stock Plan, as amended and restated as of
    December 31, 2008 (incorporated by reference to
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.31

Weatherford International Ltd. Non-Employee Director Deferred
    Compensation, as amended and restated as of December 31,
    2008 (incorporated by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.32

Weatherford International Ltd. Non-Employee Director Retirement
    Plan, as amended and restated as of December 31, 2008
    (incorporated by reference to Exhibit 10.6 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.33

Weatherford Management Incentive Plan, including Form of Award
    Letter, as amended and restated as of December 31, 2008
    (incorporated by reference to Exhibit 10.7 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.34

Amended and Restated Weatherford International Ltd. Nonqualified
    Executive Retirement Plan (incorporated by reference to
    Exhibit 10.8 to the Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed December 31, 2008).*10
.35

Weatherford International, Inc. Supplemental Retirement Plan
    (incorporated by reference to Exhibit 10.9 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.36

Weatherford International Ltd. 2006 Omnibus Incentive Plan, as
    amended (incorporated by reference to Exhibit 10.10 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.37

Amendment to Weatherford International, Inc. 1998 Employee Stock
    Option Plan (incorporated by reference to Exhibit 10.11 to
    the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 31, 2008).*10
.38

Amendment to Weatherford International Ltd. Non-Employee
    Director Stock Option Agreements (incorporated by reference to
    Exhibit 10.12 to the Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed December 31, 2008).*10
.39

Amended and Restated Employment Agreement, dated
    December 31, 2008, between Weatherford International Ltd.
    and Carel W. Hoyer (incorporated by reference to
    Exhibit 10.39 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009).*10
.40

Employment Agreement, dated February 2, 2009, between
    Weatherford International, Inc. and Carel W. Hoyer
    (incorporated by reference to Exhibit 10.40 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009).*10
.41

Indemnification Agreement, dated as of February 9, 2009,
    between Weatherford International Ltd. and Carel W. Hoyer
    (incorporated by reference to Exhibit 10.41 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009). 109




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##### Table of Contents



ExhibitNumber

Description*10
.42

Indemnification Agreement, dated as of February 9, 2009,
    between Weatherford International, Inc. and Carel W. Hoyer
    (incorporated by reference to Exhibit 10.42 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009).*10
.43

Amended and Restated Employment Agreement, dated
    December 31, 2008, between Weatherford International Ltd.
    and James M. Hudgins (incorporated by reference to
    Exhibit 10.43 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009).*10
.44

Employment Agreement, dated February 9, 2009, between
    Weatherford International, Inc. and James M. Hudgins
    (incorporated by reference to Exhibit 10.44 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009).*10
.45

Indemnification Agreement, dated as of September 4, 2002,
    between Weatherford International Ltd. and James M. Hudgins
    (incorporated by reference to Exhibit 10.45 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009).*10
.46

Indemnification Agreement, dated as of September 4, 2002,
    between Weatherford International, Inc. and James M. Hudgins
    (incorporated by reference to Exhibit 10.46 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 1-31339)
    filed February 24, 2009).10
.47

Warrant Assignment and Assumption Agreement, dated
    February 26, 2009, between Weatherford International Ltd.,
    a Bermuda exempted company, and Weatherford International Ltd.,
    a Swiss joint-stock corporation (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).10
.48

Guaranty Agreement, dated as of February 26, 2009, by
    Weatherford International Ltd., a Swiss joint-stock corporation,
    in favor of the lenders and certain other parties under the
    Second Amended and Restated Credit Agreement dated as of
    May 2, 2006, among Weatherford International Ltd., a
    Bermuda exempted company, Weatherford International, Inc.,
    Weatherford Liquidity Management Hungary Limited Liability
    Company, JPMorgan Chase Bank, as administrative agent, and the
    other Lenders party thereto (incorporated by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).10
.49

Guaranty Agreement, dated as of February 26, 2009, by
    Weatherford International Ltd., a Swiss joint-stock corporation,
    in favor of the lenders and certain other parties under the
    Credit Agreement dated as of March 19, 2008, among
    Weatherford International Ltd., a Bermuda exempted company,
    Weatherford International, Inc., Deutsche Bank AG Cayman Islands
    Branch, as administrative agent, and the other Lenders party
    thereto (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).10
.50

Guaranty Agreement, dated as of February 26, 2009, by
    Weatherford International Ltd., a Swiss joint-stock corporation,
    in favor of the lenders and certain other parties under the
    Credit Agreement dated as of October 20, 2008, among
    Weatherford International Ltd., a Bermuda exempted company,
    Weatherford International, Inc., UBS AG, Stamford Branc, as
    administrative agent, and the other Lenders party thereto
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).10
.51

Assumption and General Amendment Agreement, dated
    February 25, 2009, between Weatherford International Ltd.,
    a Bermuda exempted company, and Weatherford International Ltd.,
    a Swiss joint-stock corporation (incorporated by reference to
    Exhibit 10.5 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).10
.52

Form of Indemnification Agreement of Weatherford International
    Ltd., a Swiss joint-stock corporation, for use with directors
    and executive officers (incorporated by reference to
    Exhibit 10.6 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 26, 2009).*10
.53

Employment Agreement, dated as of June 8, 2009, between
    Weatherford International Ltd. and Joseph C. Henry
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 9, 2009).*10
.54

Employment Agreement, dated as of June 8, 2009, between
    Weatherford International, Inc. and Joseph C. Henry
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 9, 2009). 110




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##### Table of Contents



ExhibitNumber

Description*10
.55

Indemnification Agreement, dated as of February 26, 2009,
    between Weatherford International Ltd. and Joseph C. Henry
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 9, 2009).*10
.56

Employment Agreement, dated as of March 30, 2009, between
    Weatherford International Ltd. and William B. Jacobson
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 9, 2009).*10
.57

Employment Agreement, dated as of March 30, 2009, between
    Weatherford International, Inc. and William B. Jacobson
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 9, 2009).*10
.58

Indemnification Agreement, dated as of March 30, 2009
    between Weatherford International Ltd. and William B. Jacobson
    (incorporated by reference to Exhibit 10.6 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed June 9, 2009).*10
.59

Employment Agreement, dated as of July 21, 2009, between
    Weatherford International Ltd. and Peter T. Fontana
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed July 22, 2009).*10
.60

Employment Agreement, dated as of July 21, 2009, between
    Weatherford International, Inc. and Peter T. Fontana
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed July 22, 2009).*10
.61

Indemnification Agreement, dated as of July 21, 2009,
    between Weatherford International Ltd. and Peter T. Fontana
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed July 22, 2009).*10
.62

Form of Employment Agreement, between Weatherford International
    Ltd. and each of Jessica Abarca, Andrew P. Becnel, M. David
    Colley, Stuart E. Ferguson, and Keith R. Morley (incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-34258)
    filed December 31, 2009).*10
.63

Supplemental Executive Retirement Plan effective as of
    January 1, 2010, between Weatherford International Ltd. and
    each of Jessica Abarca, Andrew P. Becnel, M. David Colley,
    Bernard J. Duroc-Danner, Stuart E. Ferguson and Keith R. Morley
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed December 31, 2009).*10
.64

First amendment to the Weatherford International Ltd.,
    Supplemental Executive Retirement Plan, effective March 31,
    2010 (incorporated by reference to Exhibit 10.1 to the
    Registrants Current report on
    Form 8-K
    (File
    No. 1-34258)
    filed March 23, 2010).*10
.65

Weatherford International Ltd. Performance Unit Award Agreement,
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed March 23, 2010).*10
.66

Second amendment to the Weatherford International Ltd.
    Supplemental Executive Retirement Plan, effective April 8,
    2010 (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed April 9, 2010).*10
.67

Form of amended and restated Employment Agreement, between
    Weatherford International Ltd. and each of Bernard J.
    Duroc-Danner, Peter T. Fontana, Nicholas W. Gee, Joseph C.
    Henry, Carel W. J. Hoyer, James M. Hudgins and William B.
    Jacobson (incorporated by reference to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed April 13, 2010).*10
.68

Form of Performance Unit Award Agreement pursuant to Weatherford
    International Ltd. 2010 Omnibus Incentive Plan (incorporated by
    references to Exhibit 10.2 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2010 (File
    No. 1-34258)
    filed August 3, 2010).*10
.69

Employment Agreement, dated September 14, 2010, between
    Andrew P. Becnel and Weatherford International Ltd.
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed September 15, 2010). 111




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##### Table of Contents



ExhibitNumber

Description10
.70

Credit Agreement, dated as of October 15, 2010, among
    Weatherford International Ltd., a Bermuda exempted company,
    Weatherford International Ltd., a Swiss joint-stock corporation,
    and other Borrowers party thereto, and Wells Fargo Bank,
    National Association, as a Swingline Lender, JP Morgan
    Chase Bank, N.A., as Administrative Agent and a Swingline Lender
    and the other parties thereto (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    (File No. 1-34258)
    filed October 19, 2010).10
.71

Guarantee Agreement, dated October 15, 2010 among
    Weatherford International Ltd., Weatherford International, Inc.
    and JP Morgan Chase Bank, N.A. as administrative agent
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2010 (File
    No. 1-34258)
    filed November 2, 2010).*10
.72

Weatherford International Ltd. 2010 Omnibus incentive Plan
    (incorporated by reference to Annex C of the
    Registrants Proxy Statement (File
    No. 1-34258)
    filed May 13, 2010).*10
.73

Form of Performance Unit Award Agreement for use under the
    Weatherford International Ltd. 2010 Omnibus Incentive Plan
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 22, 2011).*10
.74

Form of Restricted Share Unit Award Agreement for use under the
    Weatherford International Ltd. 2010 Omnibus Incentive Plan
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 22, 2011).*10
.75

Form of Restricted Share Unit Award Agreement (U.K. version) for
    use under the Weatherford International Ltd. 2010 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.3
    to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 22, 2011).*10
.76

Form of Restricted Share Award Agreement for use under the
    Weatherford International Ltd. 2006 Omnibus Incentive Plan
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 22, 2011).*10
.77

Weatherford International Ltd. Non-Equity Incentive Compensation
    Plan (incorporated by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-34258)
    filed February 22, 2011).21
.1

Subsidiaries of Weatherford International, Ltd.23
.1

Consent of Ernst & Young LLP.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.     *
    
    Management contract or compensatory plan or arrangement.**
    
    Furnished with this
    Form 10-K
    
    Filed herewith. 112




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##### Table of Contents



Regulation S-K, Form 10-K
    Financial Statement Schedules
   SCHEDULE II
    WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES
    VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
    FOR THE THREE YEARS ENDED DECEMBER 31, 2010  AdditionsBalance at

Charged to





Balance atBeginning

Costs and





End ofDescription

of Period

Expenses

Collections

Deductions

Period(In thousands)Year Ended December 31, 2010:Allowance for uncollectible accounts receivable

$
20,466


$
56,803


$
213


$
(18,726
)

$
58,756Year Ended December 31, 2009:Allowance for uncollectible accounts receivable


16,425



11,328



28



(7,315
)


20,466Year Ended December 31, 2008:Allowance for uncollectible accounts receivable


13,760



5,970



4,975



(8,280
)


16,425    113




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##### Table of Contents



SIGNATURES      By:
    /s/  Bernard
    J. Duroc-Danner         Signatures

Title

Date/s/  Bernard
    J. Duroc-DannerBernard
    J. Duroc-Danner

President, Chief Executive Officer, Chairman
    of the Board and Director
    (Principal Executive Officer)

March 8, 2011/s/  Andrew
    P. BecnelAndrew
    P. Becnel

Senior Vice President and Chief Financial
    Officer
    (Principal Financial Officer)

March 8, 2011/s/  Charles
    E. Geer, Jr.Charles
    E. Geer, Jr.

Vice President  Financial Reporting
    (Principal Accounting Officer)

March 8, 2011/s/  Samuel
    BodmanSamuel
    Bodman

Director

March 8, 2011/s/  Nicholas
    F. BradyNicholas
    F. Brady

Director

March 8, 2011/s/  David
    J. ButtersDavid
    J. Butters

Director

March 8, 2011/s/  Emyr
    Jones ParryEmyr
    Jones Parry

Director

March 8, 2011/s/  William
    E. MacaulayWilliam
    E. Macaulay

Director

March 8, 2011/s/  Robert
    B. MillardRobert
    B. Millard

Director

March 8, 2011 114




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##### Table of Contents



Signatures

Title

Date/s/  Robert
    K. Moses, Jr.Robert
    K. Moses, Jr.

Director

March 8, 2011/s/  Guillermo
    OrtizGuillermo
    Ortiz

Director

March 8, 2011/s/  Robert
    A. RayneRobert
    A. Rayne

Director

March 8, 2011  115