##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number 1-31339
   WEATHERFORD INTERNATIONAL
    LTD.
 (Exact name of registrant as
    specified in its charter)
 Bermuda

98-0371344(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer Identification
    No.)515 Post Oak Boulevard
    Houston, Texas(Address of principal
    executive offices)

77027-3415(Zip Code)   Registrants telephone number, including area code:
 (713) 693-4000
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of each class

Name of each exchange on which registeredCommon Shares, $1.00 Par Value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
  None
  þ o
  o þ
  Note
  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(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      Outstanding atTitle of Class

February 20, 2009Common Shares, $1.00 Par Value

697,825,884   DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




---






TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesComparison of Five Year Total ReturnItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosure About Market RiskItem 8. Financial Statements and Supplementary DataINDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULEMANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGReport of Independent Registered Public Accounting FirmReport of Independent Registered Public Accounting FirmCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF INCOMECONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYCONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSItem 9. Changes in and Disagreement with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12(a). Security Ownership of Certain Beneficial Owners.Item 12(b). Security Ownership of Management.Item 12(d). Securities Authorized for Issuance Under Equity Compensation Plans.Item 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCESSIGNATURESEX-10.39EX-10.40EX-10.41EX-10.42EX-10.43EX-10.44EX-10.45EX-10.46EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART I
 
  Item 1.
    Business            (713) 693-4000. www.weatherford.com. Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
   1




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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.  Markets
      and/or
  Product
    Offerings
    Artificial
    Lift Systems
   2




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Progressing Cavity Pumps 
  Reciprocating Rod Lift Systems  up-and-down
  Gas Lift Systems 
  Hydraulic Lift Systems 
  Plunger Lift Systems
  Hybrid Lift Systems 
  Wellhead Systems 
  Production Optimization 
    Well Optimization 
  Flow Measurement 
 3




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Field Optimization
  Drilling
    Services
  ® ® tm tm
    
    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.
    Rotary steerable systems (RSS) These
    systems allow control of wellbore trajectory while drilling at
    the surface with continuous rotation of the drillstring. They
    are crucial for enabling long, step-out, directional wells and
    for reducing completion-running complications resulting from
    abrupt hole-angle changes caused by conventional drilling
    methods.
    Directional drilling services These
    services include surveying, design and operational support for
    directional and horizontal drilling; products include drilling
    motors and other associated equipment.    Controlled Pressure
    Drilling®

    (CPD®)
  
    Managed Pressure Drilling (MPD) This
    technique provides an advanced form of primary well control,
    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 
   4




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Drilling-with-casing and drilling-with-liner
    systems DwC DwL
  Surface Logging Systems
  Well
    Construction
    Tubular Running Services  and/or
  Cementation Tools 
  Liner Systems 
  Solid Tubular Expandable Technologies  ® tm MetalSkin MetalSkin HydraSkin bottom-up
  Aluminum Alloy Tubular Products 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 using 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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Re-entry
    and Fishing
    Re-entry Services 
  Fishing Services  plug-and-abandonment
  Thru-tubing Services 
  Stimulation
    and Chemicals
    Fracturing Technologies
  Production Chemical Systems  ®
  Capillary Injection Technology and Services
  Integrated
    Drilling
    Pipeline
    and Specialty Services
    Competition
   8




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Other
    Business Data
  Raw
    Materials
    Customers
    Research
    and Development and Patents
        Seasonality
    Federal
    Regulation and Environmental Matters
       9




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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 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 current global economic
    climate has resulted in lower demand and lower prices for oil
    and natural gas, which has reduced drilling and production
    activity and may therefore affect our future revenues and
    income. We cannot accurately predict how much lower commodity
    prices and drilling activity may go, or when they may recover.
    Worldwide drilling activity and global demand for oil and
    natural gas may also be affected by changes in governmental
    policies, laws and regulations related to environmental or
    energy security matters, including those addressing alternative
    energy sources and the risks of global climate change. We have
    assumed global demand will be down slightly in 2009 compared to
    2008. In 2009, worldwide demand may be significantly weaker than
    we have assumed.
    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. 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.
    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 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 10




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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 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 2002 corporate
    reincorporation could affect our projected
    results.  We currently are incorporated in Bermuda
    and we operate through our various subsidiaries in numerous
    countries throughout the world including the United States. We
    anticipate that, during the first quarter of 2009, we will
    complete a transaction in which our parent Bermuda company will
    become a wholly-owned subsidiary of Weatherford International
    Ltd., a Swiss joint-stock company, and holders of our common
    shares will receive one registered share of the Swiss company in
    exchange for each of our common shares that they hold.
    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
    jurisdictions in which we or any of our subsidiaries operates or
    is resident. Our income tax expense is based upon our
    interpretation of the tax laws in effect in various countries at
    the time that the expense was incurred. If the
    U.S. Internal Revenue Service or other taxing authorities
    do not agree with our assessment of the effects of such laws,
    treaties and regulations, this could have a material adverse
    effect on us including the imposition of a higher effective tax
    rate on our worldwide earnings or a reclassification of the tax
    impact of our significant corporate restructuring transactions.
    Nonrealization of expected benefits from our acquisitions
    could affect our projected results.  We expect to
    gain certain business, financial and strategic advantages as a
    result of business acquisitions we undertake, including
    synergies and operating efficiencies. Our forward-looking
    statements assume that we will successfully integrate our
    business acquisitions and realize the benefits of that. An
    inability to realize expected strategic advantages as a result
    of any acquisition would negatively affect the anticipated
    benefits of the acquisition.
    The cyclical nature of or a prolonged downturn in our
    industry could affect the carrying value of our
    goodwill.  As of December 31, 2008, we had
    approximately $3.5 billion of goodwill. Our estimates of
    the value of our goodwill could be reduced in the future as a
    result of various factors, 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.
    Currency fluctuations could have a material adverse financial
    impact on our business.  A material change in
    currency rates in our markets could affect our future results as
    well as affect the carrying values of our assets. World
    currencies have been subject to much volatility. Our
    forward-looking statements assume no material impact from future
    changes in currency exchange rates.
    Adverse weather conditions in certain regions could 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 and in the North Sea could reduce
    our operations and revenues from that area during the relevant
    period. Our forward-looking statements assume weather patterns
    in our primary areas of operations will be conducive to our
    operations.
    U.S. Government and internal investigations could affect
    our results of operations.  We are currently
    involved in government and internal investigations involving
    various of our operations. These investigations are ongoing, and
    we cannot anticipate the timing, outcome or possible impact of
    these investigations, financial or otherwise. The governmental
    agencies involved in these investigations have a broad range of
    civil and criminal penalties they may seek to impose against
    corporations and individuals for violations of 11




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trading sanctions laws, the Foreign Corrupt Practices Act and
    other federal statutes including, but not limited to, injunctive
    relief, disgorgement, fines, penalties and modifications to
    business practices and compliance programs. In recent years,
    these agencies and authorities have entered into agreements
    with, and obtained a range of penalties against, several public
    corporations and individuals in similar investigations, under
    which civil and criminal penalties were imposed, including in
    some cases fines and other penalties and sanctions in the tens
    and hundreds of millions of dollars. Under trading sanctions
    laws, the Department of Justice (DOJ) may also seek
    to impose modifications to business practices, including
    immediate cessation of all business activities in 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. Additionally, during 2008, we
    incurred $56 million for costs in connection with our exit
    from sanctioned countries and $47 million for legal and
    professional fees incurred in connection with complying with and
    conducting these on-going investigations. We will have
    additional charges related to these matters in future periods,
    which costs may include labor claims, contractual claims,
    penalties assessed by customers, and costs, fines, taxes and
    penalties assessed by the local governments, but we cannot
    quantify those charges or be certain of the timing of them.  
    Political disturbances, war, or terrorist attacks and changes
    in global trade policies could adversely impact our
    operations.  We have assumed there will be no
    material political disturbances or terrorist attacks and there
    will be no material changes in global trade policies. Any
    further military action undertaken by the U.S. or other
    countries or political disturbances in the countries in which we
    conduct business could adversely affect our results of
    operations.
    Current turmoil in the credit markets may reduce our access
    to capital or reduce the availability of financial
    risk-mitigation tools. In recent quarters, the worldwide
    credit markets have experienced almost unprecedented turmoil and
    uncertainty. 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 further 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. However, the failure
    of any swap 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. In
    response to credit market conditions and the global economic and
    business environment, we have undertaken measures to reduce our
    use of capital going forward. Our forward-looking statements
    assume that we will operate with lower capital expenditures in
    2009 than in 2008. However, as the business climate changes and
    if attractive opportunities for organic or acquisitive growth
    become available, we may spend capital selectively above the
    amounts we have budgeted.  www.sec.gov.
 
  Item 1A.
    Risk
    Factors   12




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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;
    inhibition of our ability to collect receivables;
    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.
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Our
    significant operations in foreign countries expose us to
    currency fluctuation risks.
      Uninsured
    claims and litigation could adversely impact our
    results.
       14




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Customer
    credit risks could result in losses.
    The
    capital financing necessary to fund growth may not be available
    to us at economic rates.
    A
    terrorist attack could have a material and adverse effect on our
    business.
    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.
   15




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The
    rights of our shareholders will be governed by Swiss law and
    documents following the redomestication.
  2 3
  We intend
    to hold future shareholder meetings in Switzerland, and our
    required quorum for those meetings may be lower.
  Weatherford-Switzerland
  The
    market for the Weatherford-Switzerland shares may differ from
    the market for the
    Weatherford-Bermuda
    shares, and Weatherford-Switzerlands shares may be removed
    as a component of certain index-based or other funds.
     
  Item 1B.
    Unresolved
    Staff Comments   16




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Item 2.
    Properties    Facility Size


Property


Owned/

Principal Services and ProductsLocation

(Sq. Ft.)


Size (Acres)


Leased

Offered or ManufacturedNorth America:Pearland, Texas


335,360



60.64


Owned

Fishing, drilling equipmentSchriever, Louisiana


310,520



31.83


Owned

Cementation mfg. plant, well construction servicesNew Brighton, Minnesota


211,600



25.75


Owned

Water well and industrial screensNisku, Alberta, Canada


207,400



15.40


Owned

Reciprocating rod liftHouston, Texas


173,000



18.19


Owned

Research and developmentHouma, Louisiana


170,000



13.00


Owned

Cementing productsNisku, Alberta, Canada


150,201



24.06


Owned

Drilling equipment, fishing, wireline, controlled pressure
    drilling and testing servicesHouston, Texas


138,950



14.00


Owned

Sand screensWoodward, Oklahoma


118,000



49.58


Leased

Reciprocating rod and hydraulic liftHouston, Texas


115,649



6.88


Owned

Cased hole and flow controlHuntsville, Texas


112,648



20.00


Owned

Liner hangersKingwood, Texas


112,449



10.47


Leased

Control SystemsHouston, Texas


109,451






Leased

Operations centerEdmonton, Alberta, Canada


108,797



11.34


Owned

Reciprocating rod lift, progressing cavity pumpsGreenville, Texas


108,300



26.43


Owned

Reciprocating rod liftBroussard, Louisiana


101,434



9.01


Owned

Tubular runningLatin America:Neuquen, Argentina


107,639



3.70


Leased

Well installation services, downhole and controlled pressure
    drilling and testing services, fishing, cementing, drilling
    equipmentSao Leopoldo, Brazil


103,490



9.46


Owned

Progressing cavity pumpsEurope/West Africa/CIS:Aberdeen, Scotland


148,379



8.67


Leased

Expandable slotted tubularsAlberton, South Africa


123,237



5.40


Owned

Conventional screen technologiesStavanger, Norway


113,182



4.66


Leased

Downhole services, well installation services, drilling
    equipment, thru tubing, cementing, fishing, re-entry, well
    intervention, completion systemsMedias, Sibiu, Romania


110,194



3.76


Owned

Wireline servicesPloiesti, Prahova, Romania


103,113



7.97


Owned

Wireline services 17




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Facility Size


Property


Owned/

Principal Services and ProductsLocation

(Sq. Ft.)


Size (Acres)


Leased

Offered or ManufacturedMiddle East/North Africa/Asia:Deyang, China


264,175



20.82


Owned

Pump jacks and wellheadHassi Messaoud, Algeria


226,849



40.20


Owned

Fishing, liner hangers, controlled pressure drilling and testing
    servicesSingapore, Singapore


160,170



2.33


Leased

Fishing, re-entry and decommissioning drilling tools and
    services, production operations and systemsAwjila, Libya


165,980



27.67


Leased

Warehouse and serviceBatanm Riau, Indonesia


126,584






Leased

Storage yardEgypt, Maadi, Cairo


122,708



2.81


Leased

Machine shop, pipe yard, repair center and warehouseCorporate:Houston, Texas


254,224






Leased

Corporate offices  
  Item 3.
    Legal
    Proceedings         
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   18




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PART II
 
  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities    PriceHigh


LowYear ending December 31, 2008First Quarter

$
36.82


$
25.91Second Quarter


49.98



34.96Third Quarter


49.76



22.26Fourth Quarter


24.69



7.75Year ending December 31, 2007First Quarter

$
23.51


$
17.95Second Quarter


29.52



22.52Third Quarter


35.50



24.31Fourth Quarter


36.11



28.18     and/or non-U.S. persons
        No. of


AveragePeriod

Shares


PriceOctober 1-October 31, 2008


9,959


$
20.00November 1-November 30, 2008


8,997



14.21December 1-December 31, 2008


9,184



9.60  19




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Performance
    Graph
   
  Comparison
    of Five Year Total Return
  
  20




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2008


2007


2006


2005(a)


2004(b)(In thousands, except per share amount)Statements of Operations Data:Revenues

$
9,600,564


$
7,832,062


$
6,578,928


$
4,333,227


$
3,131,774Operating Income


1,978,549



1,624,336



1,354,687



570,598



402,995Income From Continuing Operations


1,366,831



1,091,975



906,106



470,095



337,969Basic Earnings Per Share From Continuing Operations


2.00



1.61



1.31



0.78



0.63Diluted Earnings Per Share From Continuing Operations


1.96



1.57



1.28



0.74



0.59Balance Sheet Data:Total Assets

$
16,476,513


$
13,190,957


$
10,139,248


$
8,580,304


$
5,543,482Long-term Debt


4,564,255



3,066,335



1,564,600



632,071



1,404,431Shareholders Equity


8,285,648



7,406,719



6,174,799



5,666,817



3,313,389Cash Dividends Per Share


















   (a)
    
    In August 2005, we acquired Precision Energy Services and
    Precision Drilling International for $943 million in cash
    and 104 million Weatherford common shares. In connection
    with the acquisition we recorded exit and restructuring charges
    of $114 million, $79 million, net of tax. In December
    2005, we recorded a $115 million gain on the sale of our
    remaining shares of Universal common stock with no related
    income tax impact.  (b)
    
    In 2004, we recorded a $78 million gain on the sale of
    Universal common stock. There was no income tax impact related
    to the sale. 21




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations      Overview
  General
     22




---



##### Table of Contents



Industry
    Trends
      NorthHenry Hub


American Rig


InternationalWTI Oil(1)


Gas(2)


Count(3)


Rig Count(3)2008

$
44.60


$
5.62



2,143



1,1752007


95.98



7.48



2,171



1,1222006


61.05



6.30



2,178



1,029   (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
   23




---



##### Table of Contents



year-on-year
  Pricing.
   24




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2008


2007


2006(In thousands, except percentages andper share data)Revenues:North America

$
4,460,147


$
3,937,456


$
3,672,630Middle East/North Africa/Asia


2,391,520



1,823,769



1,352,758Europe/West Africa/CIS


1,539,190



1,188,519



827,343Latin America


1,209,707



882,318



726,1979,600,564



7,832,062



6,578,928Operating Income (Expense):North America


1,125,199



1,013,088



1,040,647Middle East/North Africa/Asia


561,012



416,263



279,953Europe/West Africa/CIS


382,772



293,846



171,798Latin America


277,094



203,211



133,027Research and Development


(192,659
)


(169,317
)


(149,429
)Corporate


(135,012
)


(101,968
)


(95,106
)Exit and Restructuring


(39,857
)


(30,787
)


(26,203
)1,978,549



1,624,336



1,354,687Interest Expense, Net


(243,679
)


(171,281
)


(102,560
)Other, Net


(44,956
)


(8,569
)


(13,218
)Effective Tax Rate


17.1
%


23.0
%


25.9
%Income from Continuing Operations per Diluted Share

$
1.96


$
1.57


$
1.28Loss from Discontinued Operation per Diluted Share


(0.02
)


(0.03
)


(0.02
)Net Income per Diluted Share


1.94



1.54



1.26Depreciation and Amortization


731,808



606,226



482,948   Revenues
    Year Ended December 31,2008


2007


2006Artificial Lift Systems


17
%


18
%


18
%Drilling Services


16



15



15Well Construction


15



16



15Drilling Tools


11



12



12Completion Systems


10



10



10Wireline


8



8



10Re-entry & Fishing


7



8



8Stimulation & Chemicals


7



6



6Integrated Drilling


6



5



5Pipeline & Specialty Services


3



2



1Total


100
%


100
%


100
%  25




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##### Table of Contents



Operating
    Income
          Interest
    Expense, Net
     26




---



##### Table of Contents



Other
    Expense, Net
    Income
    Taxes
      Segment
    Results
  North
    America
          Middle
    East/North Africa/Asia
         27




---



##### Table of Contents



Europe/West
    Africa/CIS
          Latin
    America
          Discontinued
    Operation
     28




---



##### Table of Contents



Equity
    Investment Acquisition
    Liquidity
    and Capital Resources
  Sources
    of Liquidity
    Committed
    Borrowing Facilities
      Facilities

$
2,300Less uses of facility:Amount drawn


1,068Commercial paper


128Letters of credit


53Availability

$
1,051   Commercial
    Paper
    Cash
    Requirements
     29




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by Period2010 and


2012 andObligations and Commitments

2009


2011


2013


Thereafter


Total(In millions)Short-term debt

$
1,240


$



$



$



$
1,240Long-term debt(a)


11



359



1,352



2,852



4,574Interest on long-term debt


279



555



433



2,505



3,772Noncancellable operating leases


111



84



42



115



352Purchase obligations


327



1











328Total contractual obligations

$
1,968


$
999


$
1,827


$
5,472


$
10,266     (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.      Senior
    Notes
     30




---



##### Table of Contents



Interest
    Rate Swaps
    Other
    Derivative Instruments
      Warrant
   31




---



##### Table of Contents



Off
    Balance Sheet Arrangements
  Guarantees
      Letters
    of Credit
    Critical
    Accounting Policies and Estimates
    Business
    Combinations and Goodwill and Indefinite-Lived Intangible
    Assets
     32




---



##### Table of Contents



Long-Lived
    Assets
    Useful LivesBuildings and leasehold improvements

5-40 years or lease termRental and service equipment

2-20 yearsMachinery and other

2-12 yearsIntangible assets

2-20 years       Employee
    Share-Based Compensation
  Share-Based Payment
   33




---



##### Table of Contents



Year Ended December 31,2007


2006Expected volatility


31.0
%


36.2
%Expected dividends






Expected term (in years)


5.0



5.0Risk-free rate


4.5
%


4.7
%     Pension
    and Other Postretirement Benefits
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans, an
    amendment of FASB Statements No. 87, 88, 106, and 132(R)
      Increase (Decrease) of AnnualPension Expense50 Basis Point

50 Basis PointIncrease

Decrease(In millions)Discount rate

$
(1.4
)

$
1.4Expected long-term rate of return


(0.4
)


0.4   Percentage
    of Completion
   34




---



##### Table of Contents




    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
  Accounting for Income
    Taxes.
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109
   35




---



##### Table of Contents



Valuation
    Allowance for Deferred Tax Assets
          New
    Accounting Pronouncements
  Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157,
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 36




---



##### Table of Contents



Disclosures about Derivative Instruments and Hedging
    Activities
 
  Item 7A.
    Quantitative
    and Qualitative Disclosure About Market Risk    Foreign
    Currency Exchange Rates
          Interest
    Rates
   37




---



##### Table of Contents



December 31,2008


2007Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(In millions)6.625% Senior Notes due 2011

$
354


$
330


$
356


$
3695.95% Senior Notes due 2012


599



585



599



6185.15% Senior Notes due 2012


511



463







4.95% Senior Notes due 2013


254



213



255



2455.50% Senior Notes due 2016


349



306



349



3386.35% Senior Notes due 2017


600



513



600



6246.00% Senior Notes due 2018


498



456







6.50% Senior Notes due 2036


596



495



596



5986.80% Senior Notes due 2037


298



227



298



3137.00% Senior Notes due 2038


498



394







       Interest
    Rate Swaps and Derivatives
         38




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data 
  INDEX TO
    FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
  PageManagements Report on Internal Control Over Financial
    Reporting


40Report of Independent Registered Public Accounting Firm on
    Internal Control over Financial Reporting


41Report of Independent Registered Public Accounting Firm


42Consolidated Balance Sheets as of December 31, 2008 and 2007


43Consolidated Statements of Income for each of the three years in
    the period ended December 31, 2008


44Consolidated Statements of Shareholders Equity for each of
    the three years in the period ended December 31, 2008


45Consolidated Statements of Cash Flows for each of the three
    years in the period ended December 31, 2008


46Notes to Consolidated Financial Statements


47Financial Statement Schedule II:Valuation and Qualifying Accounts and Allowances


94  39




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rule 13a-15(f).
    Internal
    Control-Integrated Framework
   40




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                     41




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Accounting for
    Uncertainty in Income Taxes an Interpretation of FASB Statement
    No. 109 Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans, an amendment of FASB Statements No. 87, 88, 106, and
    132(R)
        42




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  December 31,2008


2007(In thousands, except par value)ASSETSCurrent Assets:Cash and Cash Equivalents

$
238,398


$
170,714Accounts Receivable, Net of Allowance for Uncollectible Accounts
    of $16,425 in 2008 and $13,760 in 2007


2,442,848



1,961,854Inventories


2,088,342



1,607,684Current Deferred Tax Assets


270,252



165,508Other Current Assets


530,442



566,0095,570,282



4,471,769Property, Plant and Equipment, at Cost:Land, Buildings and Leasehold Improvements


756,416



557,081Rental and Service Equipment


6,246,278



4,497,113Machinery and Other


1,610,474



1,499,7138,613,168



6,553,907Less: Accumulated Depreciation


2,690,996



2,400,0625,922,172



4,153,845Goodwill


3,530,915



3,358,490Other Intangible Assets, Net


701,483



596,999Equity Investments


515,770



368,618Other Assets


235,891



241,236$
16,476,513


$
13,190,957LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
1,255,947


$
774,220Accounts Payable


886,104



612,775Accrued Salaries and Benefits


257,016



239,870Income Taxes Payable


82,489



97,482Other Current Liabilities


540,537



478,0183,022,093



2,202,365Long-term Debt


4,564,255



3,066,335Deferred Tax Liabilities


228,576



197,494Other Liabilities


295,540



284,7178,110,464



5,750,911Minority Interest in Consolidated Subsidiaries


80,401



33,327Shareholders Equity:Common Shares, $1 Par Value, Authorized
    1,000,000 Shares, Issued 728,689 and 727,204 Shares,
    Respectively


728,689



727,204Capital in Excess of Par Value


4,059,112



3,995,747Treasury Shares, Net


(759,477
)


(924,202
)Retained Earnings


4,524,085



3,170,182Accumulated Other Comprehensive Income (Loss)


(266,761
)


437,7888,285,648



7,406,719$
16,476,513


$
13,190,957    43




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2008


2007


2006(In thousands, except per share amounts)Revenues:Products

$
3,564,636


$
2,983,427


$
2,490,059Services


6,035,928



4,848,635



4,088,8699,600,564



7,832,062



6,578,928Costs and Expenses:Cost of Products


2,555,965



2,087,296



1,731,373Cost of Services


3,686,495



2,970,314



2,481,460Research and Development


192,659



169,317



149,429Selling, General and Administrative Attributable to Segments


1,081,165



850,359



746,386Corporate General and Administrative


187,075



130,440



115,593Gain on Sale of Subsidiary


(81,344
)






7,622,015



6,207,726



5,224,241Operating Income


1,978,549



1,624,336



1,354,687Other Income (Expense):Interest Expense, Net


(243,679
)


(171,281
)


(102,560
)Other, Net


(44,956
)


(8,569
)


(13,218
)Income from Continuing Operations Before Income Taxes and
    Minority Interest


1,689,914



1,444,486



1,238,909Provision for Income Taxes


(288,811
)


(332,760
)


(321,473
)Income from Continuing Operations Before Minority Interest


1,401,103



1,111,726



917,436Minority Interest, Net of Taxes


(34,272
)


(19,751
)


(11,330
)Income from Continuing Operations


1,366,831



1,091,975



906,106Loss from Discontinued Operation, Net of Taxes


(12,928
)


(21,369
)


(9,737
)Net Income

$
1,353,903


$
1,070,606


$
896,369Basic Earnings Per Share:Income from Continuing Operations

$
2.00


$
1.61


$
1.31Loss from Discontinued Operation


(0.02
)


(0.03
)


(0.02
)Net Income

$
1.98


$
1.58


$
1.29Diluted Earnings Per Share:Income from Continuing Operations

$
1.96


$
1.57


$
1.28Loss from Discontinued Operation


(0.02
)


(0.03
)


(0.02
)Net Income

$
1.94


$
1.54


$
1.26Weighted Average Shares Outstanding:Basic


682,704



677,032



692,246Diluted


698,178



695,516



709,664    44




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedCommon


Capital In





Other


Treasury Shares


TotalShares


Excess of Par


Retained


Comprehensive





Share


Deferred


Shareholders$1 Par


Value


Earnings


Income (Loss)


Shares


Value


Compensation


Equity(In thousands, except par value)Balance at December 31, 2005

$
717,946


$
3,805,392


$
1,202,938


$
92,652



(23,718
)

$
(170,035
)

$
17,924


$
5,666,817Comprehensive Income:Net Income










896,369



















896,369Foreign Currency Translation Adjustment














45,445















45,445Pension Liability Adjustment, Net of Tax














3,292















3,292Unrealized Gain on Derivative Instruments, Net of Tax














4,693















4,693Other, Net of Tax














134















134Comprehensive Income










896,369



53,564















949,933Adjustment to Initially Apply FASB Statement No. 158, Net
    of Tax














(27,063
)














(27,063
)Divestiture of Subsidiary Shares






5,336























5,336Purchase of Treasury Shares


















(25,050
)


(548,575
)






(548,575
)Equity Awards Granted, Vested and Exercised


5,896



84,139











4,226



18,176







108,211Excess Tax Benefit of Share-Based Compensation Plans






14,121























14,121Other






4,625











278



1,535



(141
)


6,019Balance at December 31, 2006


723,842



3,913,613



2,099,307



119,153



(44,264
)


(698,899
)


17,783



6,174,799Comprehensive Income:Net Income










1,070,606



















1,070,606Foreign Currency Translation Adjustment














334,217















334,217Defined Benefit Pension Plans, Net of Tax














(15,736
)














(15,736
)Other, Net of Tax














154















154Comprehensive Income










1,070,606



318,635















1,389,241Purchase of Treasury Shares


















(10,224
)


(246,190
)






(246,190
)Equity Awards Granted, Vested and Exercised


3,362



52,031











5,502



2,733







58,126Excess Tax Benefit of Share-Based Compensation Plans






28,895























28,895Adoption of FIN No. 48










269



















269Other






1,208











(32
)


(2,886
)


3,257



1,579Balance at December 31, 2007


727,204



3,995,747



3,170,182



437,788



(49,018
)


(945,242
)


21,040



7,406,719Comprehensive Income:Net Income










1,353,903



















1,353,903Foreign 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










1,353,903



(704,549
)














649,354Shares Issued in Acquisition






(38,683
)










7,709



168,817







130,134Equity Awards Granted, Vested and Exercised


1,433



102,019











924



(2,331
)






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






10,032























10,032Other


52



(10,003
)










18



(4,104
)


2,343



(11,712
)Balance at December 31, 2008

$
728,689


$
4,059,112


$
4,524,085


$
(266,761
)


(40,367
)

$
(782,860
)

$
23,383


$
8,285,648    45




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(In thousands)Cash Flows From Operating Activities:Net Income

$
1,353,903


$
1,070,606


$
896,369Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Operating Activities:Depreciation and Amortization


731,808



606,226



482,948Gain on Sale of Assets and Businesses, Net


(110,326
)


(41,185
)


(42,232
)Loss from Discontinued Operation


12,928



21,369



9,737Employee Stock-Based Compensation Expense


101,416



64,901



62,739Excess Tax Benefits from Share-Based Compensation


(10,032
)


(28,895
)


(14,121
)Minority Interest


34,272



19,751



11,330Deferred Income Tax Provision (Benefit)


(41,442
)


28,873



48,413Other, Net


(12,587
)


4,608



5,760Change in Operating Assets and Liabilities, Net of Effect of
    Businesses Acquired:Accounts Receivable


(461,239
)


(296,120
)


(299,335
)Inventories


(581,981
)


(417,305
)


(338,323
)Other Current Assets


(168,140
)


(45,794
)


(66,561
)Accounts Payable


230,596



74,815



27,018Accrued Current Liabilities


62,715



(108,362
)


255,009Other, Net


(31,104
)


(70,833
)


55,155Net Cash Provided by Operating Activities-Continuing Operations


1,110,787



882,655



1,093,906Net Cash Used by Operating Activities-Discontinued Operation


(6,219
)


(10,149
)


(6,887
)Net Cash Provided by Operating Activities


1,104,568



872,506



1,087,019Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired


(798,530
)


(275,149
)


(194,314
)Capital Expenditures for Property, Plant and Equipment for
    Continuing Operations


(2,484,163
)


(1,635,041
)


(1,051,100
)Acquisition of Intellectual Property


(24,079
)


(23,035
)


(31,201
)(Purchase) Sale of Equity Investments in Unconsolidated
    Affiliates


(11,568
)


(335,220
)


14,240Proceeds from Sale of Assets and Businesses, Net


297,285



84,476



39,860Other Investing Activities






(38,500
)


Net Cash Used by Investing Activities-Continuing Operations


(3,021,055
)


(2,222,469
)


(1,222,515
)Net Cash Used by Investing Activities-Discontinued Operation


11,000



(10,579
)


(19,984
)Net Cash Used by Investing Activities


(3,010,055
)


(2,233,048
)


(1,242,499
)Cash Flows From Financing Activities:Borrowings of (Repayments on) Short-term Debt, Net


477,821



117,865



(109,490
)Borrowings of Long-term Debt


1,498,874



1,488,934



947,820Repayments on Long-term Debt


(20,541
)


(18,171
)


(215,805
)Purchase of Treasury Shares






(246,190
)


(548,575
)Proceeds from Exercise of Stock Options


9,942



34,192



55,438Excess Tax Benefits from Share-Based Compensation


10,032



28,895



14,121Other Financing Activities, Net


1,403



(3,896
)


1,603Net Cash Provided by Financing Activities-Continuing Operations


1,977,531



1,401,629



145,112Net Cash Provided by Financing Activities-Discontinued Operation










Net Cash Provided by Financing Activities


1,977,531



1,401,629



145,112Effect of Exchange Rate Changes on Cash and Cash Equivalents


(4,360
)


3,340



2,410Net Increase (Decrease) in Cash and Cash Equivalents


67,684



44,427



(7,958
)Cash and Cash Equivalents at Beginning of Year


170,714



126,287



134,245Cash and Cash Equivalents at End of Year

$
238,398


$
170,714


$
126,287    46




---



##### 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
    Discontinued
    Operation
    Use of
    Estimates
    Cash
    and Cash Equivalents
   47




---



##### 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

5-40 years or lease termRental and service equipment

2-20 yearsMachinery and other

2-12 years    48




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-Lived
    Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Goodwill
    and Indefinite-Lived Intangible Assets
    Intangible
    Assets
    Pension
    and Postretirement Benefit Plans
    Research
    and Development Expenditures
   49




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental
    Expenditures
    Insurance
    Derivative
    Financial Instruments
  Accounting for Derivative Instruments
    and Hedging Activities
  Foreign
    Currency
    non-U.S. subsidiaries
  Employee
    Share-Based Compensation
  Share-Based
    Payment
   50




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Income Taxes
    Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Revenue
    Recognition
          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.   51




---



##### Table of Contents



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


2007


2006(In thousands)Basic weighted average shares outstanding


682,704



677,032



692,246Dilutive effect of:Warrant


5,720



5,570



4,410Stock option and restricted share plans


9,754



12,914



13,008Diluted weighted average shares outstanding


698,178



695,516



709,664   New
    Accounting Pronouncements
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities
 52




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2.
    Business
    Combinations            3.
    Equity
    Investment Acquisition   53




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Discontinued
    Operation      Year Ended December 31,2008


2007


2006(In thousands)Revenues

$
556


$
2,299


$
Loss Before Income Taxes

$
25,811


$
30,303


$
14,686Benefit for Income Taxes


12,883



8,934



4,949Loss from Discontinued Operation, Net of Taxes

$
12,928


$
21,369


$
9,737     5.
    Cash Flow
    Information  Gain
    on Sales of Assets and Businesses, Net
    Non-cash
    Activities
      Supplemental
    Cash Flow Information
    Year Ended December 31,2008

2007

2006(In thousands)Interest paid, net of capitalized interest

$
233,468


$
184,093


$
93,288Income taxes paid, net of refunds


271,418



372,025



147,973  54




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Inventories    December 31,2008


2007(In thousands)Raw materials, components and supplies

$
430,352


$
373,383Work in process


152,864



118,407Finished goods


1,505,126



1,115,894$
2,088,342


$
1,607,684     7.
    Goodwill      
    North America  (i) United States and (ii) Canada


    Latin America
    Europe/West Africa/CIS  (i) Europe, (ii) West Africa
    and (iii) Russia/CIS
    Middle East/North Africa/Asia  (i) Middle East/North
    Africa and (ii) Asia Pacific    Middle East/


Europe/North


North Africa/


West Africa/


LatinAmerica


Asia


CIS


America


Total(In thousands)As of December 31, 2006

$
1,759,086


$
595,310


$
499,686


$
146,507


$
3,000,589Acquisitions


33,497



3,131



161,840



1,087



199,555Disposals


(19,626
)






(5,523
)






(25,149
)Purchase price and other adjustments


(153
)


374



1,060



4,494



5,775Foreign currency translation


145,607



6,006



21,370



4,737



177,720As of December 31, 2007


1,918,411



604,821



678,433



156,825



3,358,490Acquisitions


86,037



99,456



169,941



155,098



510,532Disposals


(4,380
)






(1,435
)


(27
)


(5,842
)Purchase price and other adjustments


5,299



(15,847
)


5,950



7,766



3,168Foreign currency translation


(191,657
)


(12,872
)


(117,959
)


(12,945
)


(335,433
)As of December 31, 2008

$
1,813,710


$
675,558


$
734,930


$
306,717


$
3,530,915  55




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Other
    Intangible Assets, Net    December 31, 2008


December 31, 2007Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


Net(In thousands)Acquired technology

$
377,393


$
(67,281
)

$
310,112


$
344,765


$
(52,769
)

$
291,996Licenses


243,741



(87,624
)


156,117



238,153



(75,414
)


162,739Patents


172,754



(58,410
)


114,344



134,217



(50,644
)


83,573Customer relationships and contracts


98,428



(19,614
)


78,814



51,837



(13,044
)


38,793Other


78,024



(35,928
)


42,096



55,334



(35,436
)


19,898$
970,340


$
(268,857
)

$
701,483


$
824,306


$
(227,307
)

$
596,999         2009

$
71,9932010


70,6262011


68,8082012


67,2652013


65,966   9.
    Short-term
    Borrowings and Current Portion of Long-term Debt  December 31,2008


2007(In thousands)Revolving credit facility

$
1,068,000


$
491,000Commercial paper program


127,884



191,621Other short-term bank loans


44,205



80,025Total short-term borrowings


1,240,089



762,646Current portion of long-term debt


15,858



11,574Short-term borrowings and current portion of long-term debt

$
1,255,947


$
774,220Weighted average interest rate on short-term borrowings
    outstanding at end of year


1.07
%


5.39
%  56




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            10.
    Long-term
    Debt  December 31,2008


2007(In thousands)6.625% Senior Notes due 2011

$
354,286


$
355,6195.95% Senior Notes due 2012


599,153



598,9405.15% Senior Notes due 2013


510,833



4.95% Senior Notes due 2013


253,959



254,6815.50% Senior Notes due 2016


348,859



348,7326.35% Senior Notes due 2017


599,576



599,5396.00% Senior Notes due 2018


497,512



6.50% Senior Notes due 2036


595,824



595,7726.80% Senior Notes due 2037


298,171



298,1507.00% Senior Notes due 2038


498,318



Foreign bank and other debt denominated in foreign currencies


16,046



18,098Capital lease obligations


6,012



8,378Other


1,564



4,580,113



3,077,909Less amounts due in one year


15,858



11,574Long-term debt

$
4,564,255


$
3,066,335  57




---



##### Table of Contents



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

$
15,8582010


10,8062011


358,2562012


605,0092013


750,533Thereafter


2,839,651$
4,580,113              58




---



##### Table of Contents



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


20076.625% Senior Notes due 2011


6.2
%


6.3
%5.95% Senior Notes due 2012


6.0
%


6.0
%4.95% Senior Notes due 2013


4.8
%


4.8
%5.15% Senior Notes due 2013


5.1
%


5.50% Senior Notes due 2016


5.5
%


5.5
%6.35% Senior Notes due 2017


6.4
%


6.4
%6.00% Senior Notes due 2018


6.0
%


6.50% Senior Notes due 2036


6.5
%


6.5
%6.80% Senior Notes due 2037


6.8
%


6.8
%7.00% Senior Notes due 2038


7.1
%


   11.
    Derivative
    Instruments  Interest
    Rate Swaps
      Cash
    Flow Hedges
    Other
    Derivative Instruments
   59




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      The Fair Value
    Option for Financial Assets and Financial Liabilities instrument-by-instrument Accounting for Derivative
    Instruments and Hedging Activities
  No. FAS 157-2, Effective Date of FASB Statement No. 157,
           60




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2008Level 1


Level 2


Level 3


Total(In thousands)Assets:Derivative contracts

$



$
1,455


$



$
1,455Liabilities:Derivative contracts






2,233







2,233   12.
    Shareholders
    Equity  Authorized
    Shares
    Share
    Repurchase Program
    Warrant
    13.
    Share-Based
    Compensation Plans  Incentive
    Plan
   61




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    Option Plans
      Restricted
    Share Plan
        Executive
    Deferred Compensation Plan
   62




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based
    Compensation Expense and Activity
    Year EndedDecember 31,2008


2007


2006(In thousands)Share-based compensation

$
101,416


$
64,901


$
62,739Related tax benefit


35,496



22,715



21,959       Year EndedDecember 31,2007


2006Expected volatility


31.0
%


36.2
%Expected dividends






Expected term (in years)


5.0



5.0Risk-free rate


4.5
%


4.7
%     Weighted-Weighted-


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions

Shares


Price


Term


Value(In years)


(In thousands)Outstanding at January 1, 2008


15,555,208


$
8.08Granted






Exercised


(1,487,939
)


6.71Forfeited


(72,000
)


25.34Outstanding at December 31, 2008


13,995,269



8.14



5.91


$
49,559Vested or Expected to Vest at December 31, 2008


13,995,269



8.14



5.91



49,559Exercisable at December 31, 2008


13,118,969



7.32



5.81



49,559  63




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted-Average





Weighted-AverageGrant Date





Grant DateRSA


Fair Value


RSU


Fair ValueNon-Vested at January 1, 2008


4,994,854


$
19.52



3,696,900


$
21.25Granted


3,619,970



32.95



3,493,204



32.13Vested


(788,327
)


14.94



(453,282
)


17.61Forfeited


(447,649
)


24.86



(623,948
)


22.86Non-Vested at December 31, 2008


7,378,848



26.16



6,112,874



27.40     14.
    Retirement
    and Employee Benefit Plans      Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans, an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
 64




---



##### Table of Contents



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


2007United





UnitedStates


International


States


International(In thousands)Benefit obligation at beginning of year

$
115,585


$
189,193


$
94,307


$
153,940Service cost


2,879



13,557



2,642



11,308Interest cost


6,017



9,905



5,391



8,189Plan participants contributions






3,547







3,436Business combinations














2,483Amendments






(553
)


2,901



152Curtailments










(2,010
)


Settlements


(12,001
)


(2,116
)


(8,606
)


(42
)Actuarial (gain)/loss


10,691



(22,099
)


21,887



7,606Currency fluctuations






(43,060
)






7,325Benefits paid


(1,249
)


(4,966
)


(927
)


(5,204
)Benefit obligation at end of year

$
121,922


$
143,408


$
115,585


$
189,193     Year Ended December 31,2008


2007United





UnitedStates


International


States


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

$
10,518


$
142,919


$
12,023


$
120,447Actual return on plan assets


(2,816
)


(23,760
)


821



7,079Employer contribution


535



14,408



1,079



11,371Plan participants contributions






3,547







3,436Business combinations














1,338Settlements






(1,984
)


(2,478
)


(42
)Currency fluctuations






(34,123
)






4,054Benefits paid


(1,141
)


(4,414
)


(927
)


(4,764
)Fair value of plan assets at end of year


7,096



96,593



10,518



142,919Funded status

$
(114,826
)

$
(46,815
)

$
(105,067
)

$
(46,274
)     Year Ended December 31,2008


2007United





UnitedStates


International


States


International(In thousands)Noncurrent assets

$



$



$



$
136Current liabilities


(8,671
)


(494
)


(12,075
)


Noncurrent liabilities


(106,155
)


(46,321
)


(92,992
)


(46,410
)  65




---



##### Table of Contents



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


2007United





UnitedStates


International


States


International(In thousands)Net loss

$
57,888


$
20,796


$
53,177


$
16,297Net prior service costs (credit)


15,358



(755
)


17,191



(1,271
)Net transition asset






(20
)






(25
)Total accumulated other comprehensive income

$
73,246


$
20,021


$
70,368


$
15,001       2008


2007United





UnitedStates


International


States


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

$
121,922


$
143,156


$
115,585


$
185,963Fair value of plan assets


7,096



96,162



10,518



139,281Plans with accumulated benefit obligation in excess of plan
    assets:Accumulated benefit obligation


78,727



128,474



84,034



151,352Fair value of plan assets


7,096



96,162



10,518



117,816     2008


2007


2006United





United





UnitedStates


International


States


International


States


International(In thousands)Service cost

$
2,879


$
13,557


$
2,642


$
11,308


$
2,301


$
9,694Interest cost


6,017



9,905



5,391



8,189



4,154



6,575Expected return on plan assets


(687
)


(8,700
)


(744
)


(8,003
)


(765
)


(6,126
)Amortization of transition asset






(4
)






(4
)






(4
)Amortization of prior service cost (credit)


1,833



(47
)


2,108



(87
)


2,234



(104
)Settlements/curtailments


5,621



(126
)


1,548



4



6,848



Amortization of net loss


3,862



319



4,224



208



1,807



549Net periodic benefit cost

$
19,525


$
14,904


$
15,169


$
11,615


$
16,579


$
10,584  66




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007United





UnitedStates


International


States


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

$
14,194


$
10,747


$
19,799


$
8,525Net prior service cost for the year






90



2,901



152Reclassification Adjustments:Net loss


(9,483
)


(193
)


(3,891
)


(212
)Prior service credit (cost)


(1,833
)


47



(3,989
)


87Transition asset






4







4Total other comprehensive income:

$
2,878


$
10,695


$
14,820


$
8,556     UnitedStates


International(In thousands)Net loss

$
4,312


$
602Prior service costs (credit)


1,833



(40
)Transition asset






(4
)         Year Ended December 31,2008

2007Discount rate:United States plans

5.75 - 6.25%

5.00 - 6.00%International plans

2.10 - 6.00

1.94 - 8.10Rate of compensation increase:United States plans

8.00

8.00International plans

2.00 - 5.15

2.00 - 6.50  67




---



##### Table of Contents



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

2007

2006Discount rate:United States plans

5.75 - 6.00%

5.00 - 5.50%

5.00 - 5.50%International plans

1.94 - 5.60

1.90 - 6.60

2.00 - 5.80Expected return on plan assets:United States plans

7.00

5.00 - 7.00

5.00 - 7.00International plans

4.20 - 7.34

4.00 - 6.82

4.00 - 7.50Rate of compensation increase:United States plans

8.00

8.00

6.00International plans

2.00 - 4.77

2.00 - 6.50

2.00 - 6.08       2008


2007United





UnitedStates


International


States


InternationalEquity


58
%


62
%


59
%


73
%Debt securities


42



23



40



18Other






15



1



9Total


100
%


100
%


100
%


100
%       United States


International2009

$
9,736


$
2,4072010


9,102



1,5592011


9,338



3,2532012


9,159



2,8542013


12,388



3,1832014 - 2018


70,712



31,331  68




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Income
    Taxes    Year Ended December 31,2008


2007


2006(In thousands)Domestic

$
533,942


$
512,275


$
536,440Foreign


1,155,972



932,211



702,469$
1,689,914


$
1,444,486


$
1,238,909     Year Ended December 31,2008


2007


2006(In thousands)Current:U.S. federal and state income taxes

$
(96,549
)

$
(132,182
)

$
(82,177
)Foreign


(233,704
)


(171,705
)


(190,883
)Total current


(330,253
)


(303,887
)


(273,060
)Deferred:U.S. federal


37,045



(47,990
)


(78,819
)Foreign


4,397



19,117



30,406Total deferred


41,442



(28,873
)


(48,413
)$
(288,811
)

$
(332,760
)

$
(321,473
)     Year Ended December 31,2008


2007


2006(In thousands)Statutory federal income tax rate

$
(591,470
)

$
(505,571
)

$
(433,618
)Effect of state income tax, net and alternative minimum tax


(11,177
)


(8,957
)


(1,910
)Effect of domestic non-deductible expenses


(2,510
)


(5,295
)


2,397Change in valuation allowance


(4,574
)


(6,662
)


(8,395
)Effect of foreign income tax, net


332,332



204,470



99,291Change in income tax reserve


(9,302
)


(5,425
)


7,500Other


(2,110
)


(5,320
)


13,262$
(288,811
)

$
(332,760
)

$
(321,473
)      69




---



##### Table of Contents



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


2007(In thousands)Deferred tax assets:Domestic and foreign operating losses

$
118,519


$
109,898Accrued liabilities and reserves


180,476



173,855Tax credits


127,331



34,343Other differences between financial and tax basis


76,519



63,626Differences between financial and tax basis inventory


32,596



51,590Valuation allowance


(68,853
)


(61,626
)Total deferred tax assets


466,588



371,686Deferred tax liabilities:Property, plant and equipment


(180,852
)


(156,073
)Goodwill and other intangibles


(188,883
)


(181,626
)Unremitted foreign earnings


(1,046
)


(18,787
)Other differences between financial and tax basis


(31,201
)


(10,555
)Total deferred tax liabilities


(401,982
)


(367,041
)Net deferred tax assets

$
64,606


$
4,645      70




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance at January 1, 2008

$
37,805Additions as a result of tax positions taken during a prior
    period


8,904Reductions as a result of tax positions taken during a prior
    period


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


1,391Reductions relating to settlements with taxing authorities


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


Balance at December 31, 2008

$
45,262          71




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Disputes,
    Litigation and Contingencies  U.S.
    Government and Internal Investigations
           72




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Litigation and Disputes
    17.
    Commitments  Operating
    Leases
    2009

$
111,1072010


48,7802011


35,5802012


23,8622013


17,890Thereafter


115,040$
352,259     18.
    Segment
    Information  Reporting
    Segments
      73




---



##### Table of Contents



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


Income


Depreciation





Total Assets atOperating


from


and


Capital


December 31,Revenues


Operations


Amortization


Expenditures


2008(In thousands)North America

$
4,460,147


$
1,125,199


$
310,054


$
602,876


$
6,541,697Middle East/North Africa/Asia


2,391,520



561,012



196,443



1,123,751



4,320,875Europe/West Africa/CIS


1,539,190



382,772



119,957



393,532



2,641,687Latin America


1,209,707



277,094



93,942



312,382



2,010,3139,600,564



2,346,077



720,396



2,432,541



15,514,572Corporate and Research and Development






(327,671
)


11,412



51,622



961,941Other(a)






(39,857
)










Total

$
9,600,564


$
1,978,549


$
731,808


$
2,484,163


$
16,476,513   Year Ended December 31, 2007Net


Income


Depreciation





Total Assets atOperating


from


and


Capital


December 31,Revenues


Operations


Amortization


Expenditures


2007(In thousands)North America

$
3,937,456


$
1,013,088


$
277,222


$
722,277


$
6,265,186Middle East/North Africa/Asia


1,823,769



416,263



158,321



446,215



3,027,456Europe/West Africa/CIS


1,188,519



293,846



86,768



230,990



2,005,391Latin America


882,318



203,211



74,089



198,321



1,209,8467,832,062



1,926,408



596,400



1,597,803



12,507,879Corporate and Research and Development






(271,285
)


9,826



37,238



656,876Other(b)






(30,787
)










Total

$
7,832,062


$
1,624,336


$
606,226


$
1,635,041


$
13,164,755   Year Ended December 31, 2006Net


Income


Depreciation





Total Assets atOperating


from


and


Capital


December 31,Revenues


Operations


Amortization


Expenditures


2006(In thousands)North America

$
3,672,630


$
1,040,647


$
223,895


$
525,248


$
5,290,389Middle East/North Africa/Asia


1,352,758



279,953



117,599



304,553



2,330,911Europe/West Africa/CIS


827,343



171,798



65,540



102,259



1,272,906Latin America


726,197



133,027



64,864



85,393



959,1416,578,928



1,625,425



471,898



1,017,453



9,853,347Corporate and Research and Development






(244,535
)


11,050



33,647



252,408Other(c)






(26,203
)










Total

$
6,578,928


$
1,354,687


$
482,948


$
1,051,100


$
10,105,755     (a)
    
    The year ended December 31, 2008 is comprised of
    $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 74




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  costs incurred for restructuring activities. These charges were
    partially offset by an $81 million gain 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.(b)
    
    The year ended December 31, 2007 is comprised of
    $17 million in severance charges associated with
    restructuring activities and $14 million in legal and
    professional fees incurred in connection with the Companys
    on-going investigations by the U.S. government.(c)
    
    The year ended December 31, 2006 includes charges of
    $26 million, which are primarily due to severance charges
    incurred in connection with restructuring activities.  Products
    and Services
    Year Ended December 31,2008


2007


2006Artificial Lift Systems


17
%


18
%


18
%Drilling Services


16



15



15Well Construction


15



16



15Drilling Tools


11



12



12Completion Systems


10



10



10Wireline


8



8



10Re-entry & Fishing


7



8



8Stimulation & Chemicals


7



6



6Integrated Drilling


6



5



5Pipeline & Specialty Services


3



2



1Total


100
%


100
%


100
%   Geographic
    Areas
    Revenues from Unaffiliated Customers


Long-Lived Assets2008


2007


2006


2008


2007


2006(In thousands)United States

$
3,392,945


$
2,955,108


$
2,512,840


$
4,156,196


$
3,612,886


$
2,925,719Canada


1,067,202



982,348



1,159,790



1,039,899



1,259,620



1,290,986Other Countries


5,140,417



3,894,606



2,906,298



5,674,493



3,800,718



2,496,787$
9,600,564


$
7,832,062


$
6,578,928


$
10,870,588


$
8,673,224


$
6,713,492  75




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Quarterly
    Financial Data (Unaudited)  QuarterFirst


Second


Third


Fourth


Total(In thousands, except per share amounts)2008Revenues

$
2,195,892


$
2,229,250


$
2,540,796


$
2,634,626


$
9,600,564Gross Profit


746,214



775,096



899,873



936,923



3,358,106Income from Continuing Operations


284,069



364,044



370,600



348,118



1,366,831Gain (Loss) from Discontinued Operation, Net of Tax


(19,868
)


6,940











(12,928
)Net Income


264,201



370,984



370,600



348,118



1,353,903Basic Earnings Per Share:Continuing Operations

$
0.42


$
0.53


$
0.54


$
0.51


$
2.00Discontinued Operation


(0.03
)


0.01











(0.02
)Net Income

$
0.39


$
0.54


$
0.54


$
0.51


$
1.98Diluted Earnings Per Share:Continuing Operations

$
0.41


$
0.52


$
0.53


$
0.50


$
1.96Discontinued Operation


(0.03
)


0.01











(0.02
)Net Income

$
0.38


$
0.53


$
0.53


$
0.50


$
1.942007Revenues

$
1,852,285


$
1,815,945


$
1,971,991


$
2,191,841


$
7,832,062Gross Profit


687,929



623,477



698,744



764,302



2,774,452Income from Continuing Operations


283,819



176,480



294,924



336,752



1,091,975Loss from Discontinued Operation, Net of Tax


(2,247
)


(11,170
)


(2,211
)


(5,741
)


(21,369
)Net Income


281,572



165,310



292,713



331,011



1,070,606Basic Earnings Per Share:Continuing Operations

$
0.42


$
0.26


$
0.44


$
0.50


$
1.61Discontinued Operation






(0.02
)


( 0.01
)


(0.01
)


(0.03
)Net Income

$
0.42


$
0.24


$
0.43


$
0.49


$
1.58Diluted Earnings Per Share:Continuing Operations

$
0.41


$
0.25


$
0.42


$
0.48


$
1.57Discontinued Operation






(0.01
)






(0.01
)


( 0.03
)Net Income

$
0.41


$
0.24


$
0.42


$
0.47


$
1.54   20.
    Subsequent
    Events   76




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    21.
    Consolidating
    Financial Statements       77




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 31, 2008
    (In thousands)
  OtherParent


Issuer


Subsidiaries


Eliminations


ConsolidationASSETSCurrent Assets:Cash and Cash Equivalents

$
24


$
50


$
238,324


$



$
238,398Other Current Assets


11,547



90,626



5,229,711







5,331,88411,571



90,676



5,468,035







5,570,282Equity Investments in Affiliates


14,335,661



6,231,144



12,611,943



(33,178,748
)


Shares Held in Parent






133,519



625,958



(759,477
)


Intercompany Receivables, Net


1,289,507



906,534







(2,196,041
)


Other Assets


59,325



184,869



10,662,037







10,906,231$
15,696,064


$
7,546,742


$
29,367,973


$
(36,134,266
)

$
16,476,513LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
781,443


$
1,758


$
472,746


$



$
1,255,947Accounts Payable and Other Current Liabilities


59,534



39,764



1,666,848







1,766,146840,977



41,522



2,139,594







3,022,093Long-term Debt


2,701,747



1,849,428



13,080







4,564,255Intercompany Payables, Net










2,196,041



(2,196,041
)


Other Long-term Liabilities


110,627



2,502



410,987







524,1163,653,351



1,893,452



4,759,702



(2,196,041
)


8,110,464Minority Interest in Consolidated Subsidiaries










80,401







80,401Shareholders Equity


12,042,713



5,653,290



24,527,870



(33,938,225
)


8,285,648$
15,696,064


$
7,546,742


$
29,367,973


$
(36,134,266
)

$
16,476,513  78




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 31, 2007
    (In thousands)
  OtherParent


Issuer


Subsidiaries


Eliminations


ConsolidationASSETSCurrent Assets:Cash and Cash Equivalents

$
228


$
1,489


$
168,997


$



$
170,714Other Current Assets


13,591



2,537



4,284,927







4,301,05513,819



4,026



4,453,924







4,471,769Equity Investments in Affiliates


12,008,907



4,696,938



13,600,365



(30,306,210
)


Shares Held in Parent






129,428



794,774



(924,202
)


Intercompany Receivables, Net


(127,594
)


1,233,846







(1,106,252
)


Other Assets


52,031



34,186



8,632,971







8,719,188$
11,947,163


$
6,098,424


$
27,482,034


$
(32,336,664
)

$
13,190,957LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
582,389


$
24,854


$
166,977


$



$
774,220Accounts Payable and Other Current Liabilities


47,574



7,959



1,372,612







1,428,145629,963



32,813



1,539,589







2,202,365Long-term Debt


1,198,418



1,850,594



17,323







3,066,335Intercompany Payables, Net










1,106,252



(1,106,252
)


Other Long-term Liabilities


91,392



22,556



368,263







482,2111,919,773



1,905,963



3,031,427



(1,106,252
)


5,750,911Minority Interest In Consolidated Subsidiaries










33,327







33,327Shareholders Equity


10,027,390



4,192,461



24,417,280



(31,230,412
)


7,406,719$
11,947,163


$
6,098,424


$
27,482,034


$
(32,336,664
)

$
13,190,957  79




---



##### Table of Contents



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


Issuer


Subsidiaries


Eliminations


ConsolidationRevenues

$



$



$
9,600,564


$



$
9,600,564Costs and Expenses


(35,899
)


(1,684
)


(7,584,432
)






(7,622,015
)Operating Income (Loss)


(35,899
)


(1,684
)


2,016,132







1,978,549Other Income (Expense):Interest Expense, Net


(127,684
)


(115,721
)


(274
)






(243,679
)Intercompany Charges, Net


128,198







(128,198
)






Equity in Subsidiary Income


1,393,964



1,478,574







(2,872,538
)


Other, Net


(6,676
)


(1,783
)


(36,497
)






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


1,351,903



1,359,386



1,851,163



(2,872,538
)


1,689,914Provision for Income Taxes






34,578



(323,389
)






(288,811
)Income (Loss) from Continuing Operations Before Minority Interest


1,351,903



1,393,964



1,527,774



(2,872,538
)


1,401,103Minority Interest, Net of Taxes










(34,272
)






(34,272
)Income (Loss) from Continuing Operations


1,351,903



1,393,964



1,493,502



(2,872,538
)


1,366,831Income (Loss) from Discontinued Operation, Net of Taxes


2,000







(14,928
)






(12,928
)Net Income (Loss)

$
1,353,903


$
1,393,964


$
1,478,574


$
(2,872,538
)

$
1,353,903  80




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    Year Ended December 31, 2007
    (In thousands)
  OtherParent


Issuer


Subsidiaries


Eliminations


ConsolidationRevenues

$



$



$
7,832,062


$



$
7,832,062Costs and Expenses


(15,400
)


(3,641
)


(6,188,685
)






(6,207,726
)Operating Income (Loss)


(15,400
)


(3,641
)


1,643,377







1,624,336Other Income (Expense):Interest Expense, Net


(95,568
)


(73,428
)


(2,285
)






(171,281
)Intercompany Charges, Net


(100,538
)


206,371



(105,833
)






Equity in Subsidiary Income


1,262,288



1,177,140







(2,439,428
)


Other, Net


7,709



1,101



(17,379
)






(8,569
)Income (Loss) from Continuing Operations Before Income Taxes and
    Minority Interest


1,058,491



1,307,543



1,517,880



(2,439,428
)


1,444,486Provision for Income Taxes






(45,255
)


(287,505
)






(332,760
)Income (Loss) from Continuing Operations Before Minority Interest


1,058,491



1,262,288



1,230,375



(2,439,428
)


1,111,726Minority Interest, Net of Taxes










(19,751
)






(19,751
)Income (Loss) from Continuing Operations


1,058,491



1,262,288



1,210,624



(2,439,428
)


1,091,975Loss from Discontinued Operation, Net of Taxes


12,115







(33,484
)






(21,369
)Net Income (Loss)

$
1,070,606


$
1,262,288


$
1,177,140


$
(2,439,428
)

$
1,070,606  81




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    Year Ended December 31, 2006
    (In thousands)
  Parent


Issuer


Other Subsidiaries


Eliminations


ConsolidationRevenues

$



$



$
6,578,928


$



$
6,578,928Costs and Expenses


(16,872
)


(1,013
)


(5,206,356
)






(5,224,241
)Operating Income (Loss)


(16,872
)


(1,013
)


1,372,572







1,354,687Other Income (Expense):Interest Expense, Net


(74,669
)


(26,337
)


(1,554
)






(102,560
)Intercompany Charges, Net


(42,732
)


67,923



(25,191
)






Equity in Subsidiary Income


1,030,970



1,006,190







(2,037,160
)


Other, Net


(325
)


(864
)


(12,029
)






(13,218
)Income (Loss) from Continuing Operations Before Income Taxes and
    Minority Interest


896,372



1,045,899



1,333,798



(2,037,160
)


1,238,909Provision for Income Taxes


(3
)


(14,929
)


(306,541
)






(321,473
)Income (Loss) from Continuing Operations Before Minority Interest


896,369



1,030,970



1,027,257



(2,037,160
)


917,436Minority Interest, Net of Taxes










(11,330
)






(11,330
)Income (Loss) from Continuing Operations


896,369



1,030,970



1,015,927



(2,037,160
)


906,106Loss from Discontinued Operation, Net of Taxes










(9,737
)






(9,737
)Net Income (Loss)

$
896,369


$
1,030,970


$
1,006,190


$
(2,037,160
)

$
896,369  82




---



##### 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
    (In thousands)
  OtherParent


Issuer


Subsidiaries


Eliminations


ConsolidationCash Flows from Operating Activities:Net Income (Loss)

$
1,353,903


$
1,393,964


$
1,478,574


$
(2,872,538
)

$
1,353,903Adjustments 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 Operations


(2,000
)






14,928







12,928Equity in (Earnings) Loss of Affiliates


(1,393,964
)


(1,478,574
)






2,872,538



Deferred Income Tax Provision (Benefit)






(15,687
)


(25,755
)






(41,442
)Other Adjustments


(21,284
)


(120,321
)


(72,997
)






(214,602
)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
    Operations










(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 Operations


(350,966
)


(5,050
)


(3,021,055
)


356,016



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


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 of (Repayments on) Short-term Debt, Net


199,054



(23,096
)


301,863







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


1,483,931



(1,166
)


(4,432
)






1,478,333Proceeds from Exercise of Stock Options






9,942











9,942Borrowings (Repayments) Between Subsidiaries, Net


(1,151,147
)


226,581



924,566







Proceeds from Capital Contribution










356,016



(356,016
)


Other, Net


(533
)


11,968











11,435Net 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 Operations


















Net Cash Provided (Used) by Financing Activities


531,305



224,229



1,578,013



(356,016
)


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










(4,360
)






(4,360
)Net 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  83




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2007
    (In thousands)
  OtherParent


Issuer


Subsidiaries


Eliminations


ConsolidationCash Flows from Operating Activities:Net Income (Loss)

$
1,070,606


$
1,262,288


$
1,177,140


$
(2,439,428
)

$
1,070,606Adjustments to Reconcile Net Income (Loss) to Net Cash Provided
    (Used) by OperatingActivities:Charges from Parent or Subsidiary


100,538



(206,371
)


105,833







(Income) Loss from Discontinued Operation


(12,115
)






33,484







21,369Equity in (Earnings) Loss of Affiliates


(1,262,288
)


(1,177,140
)






2,439,428



Deferred Income Tax Provision (Benefit)






(16,788
)


45,661







28,873Other Adjustments


413,899



(115,003
)


(537,089
)






(238,193
)Net Cash Provided (Used) by Operating Activities 
    Continuing Operations


310,640



(253,014
)


825,029







882,655Net Cash Used by Operating Activities  Discontinued
    Operation










(10,149
)






(10,149
)Net Cash Provided (Used) by Operating Activities


310,640



(253,014
)


814,880







872,506Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired










(275,149
)






(275,149
)Purchase of Equity Investments in Unconsolidated Affiliates










(335,220
)






(335,220
)Capital Expenditures for Property, Plant and Equipment










(1,635,041
)






(1,635,041
)Acquisition of Intellectual Property










(23,035
)






(23,035
)Proceeds from Sale of Assets and Businesses, Net










84,476







84,476Capital Contribution to Subsidiary


(736,748
)


(36,147
)






772,895



Distribution of Earnings from Subsidiary






(1,486,365
)


1,486,365







Other Investing Activities










(38,500
)






(38,500
)Net Cash Provided (Used) by Investing Activities 
    Continuing Operations


(736,748
)


(1,522,512
)


(736,104
)


772,895



(2,222,469
)Net Cash Used by Investing Activities  Discontinued
    Operation










(10,579
)






(10,579
)Net Cash Provided (Used) by Investing Activities


(736,748
)


(1,522,512
)


(746,683
)


772,895



(2,233,048
)Cash Flows from Financing Activities:Borrowings of (Repayments on) Short-term Debt, Net


(299,187
)


16,361



400,691







117,865Borrowings of (Repayments on) Long-term Debt, Net






1,485,497



(14,734
)






1,470,763Borrowings (Repayments) Between Subsidiaries, Net


725,488



213,695



(939,183
)






Purchase of Treasury Shares










(246,190
)






(246,190
)Proceeds from Exercise of Stock Options






34,192











34,192Proceeds from Capital Contribution










772,895



(772,895
)


Other, Net






24,999











24,999Net Cash Provided (Used) by Financing Activities 
    Continuing Operations


426,301



1,774,744



(26,521
)


(772,895
)


1,401,629Net Cash Provided by Financing Activities 
    Discontinued Operation


















Net Cash Provided (Used) by Financing Activities


426,301



1,774,744



(26,521
)


(772,895
)


1,401,629Effect of Exchange Rate Changes on Cash and Cash Equivalents










3,340







3,340Net Increase (Decrease) in Cash and Cash Equivalents


193



(782
)


45,016







44,427Cash and Cash Equivalents at Beginning of Year


35



2,271



123,981







126,287Cash and Cash Equivalents at End of Year

$
228


$
1,489


$
168,997


$



$
170,714  84




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2006
    (In thousands)
  OtherParent


Issuer


Subsidiaries


Eliminations


ConsolidationCash Flows from Operating Activities:Net Income (Loss)

$
896,369


$
1,030,970


$
1,006,190


$
(2,037,160
)

$
896,369Adjustments to Reconcile Net Income (Loss) to Net Cash Provided
    (Used) by Operating Activities Loss from Discontinued Operation










9,737







9,737Equity in (Earnings) Loss of Affiliates


(1,030,970
)


(1,006,190
)






2,037,160



Charges from Parent or Subsidiary


42,732



(67,923
)


25,191







Deferred Income Tax Provision (Benefit)






(22,662
)


71,075







48,413Other Adjustments


95,020



22,774



21,593







139,387Net Cash Provided (Used) by Operating Activities 
    Continuing Operation


3,151



(43,031
)


1,133,786







1,093,906Net Cash Used by Operating Activities  Discontinued
    Operation










(6,887
)






(6,887
)Net Cash Provided (Used) by Operating Activities


3,151



(43,031
)


1,126,899







1,087,019Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired










(194,314
)






(194,314
)Capital Expenditures for Property, Plant and Equipment










(1,051,100
)






(1,051,100
)Acquisition of Intellectual Property










(31,201
)






(31,201
)Proceeds from Sale of Assets and Business, Net










39,860







39,860Capital Contribution to Subsidiary


(942,765
)


(23,015
)






965,780



Other, Net










14,240







14,240Net Cash Provided (Used) by Investing Activities 
    Continuing Operations


(942,765
)


(23,015
)


(1,222,515
)


965,780



(1,222,515
)Net Cash Used by Investing Activities  Discontinued
    Operation










(19,984
)






(19,984
)Net Cash Provided (Used) by Investing Activities


(942,765
)


(23,015
)


(1,242,499
)


965,780



(1,242,499
)Cash Flows from Financing Activities:Borrowings of (Repayments on) Short-term Debt, Net


(226,119
)


4,954



111,675







(109,490
)Borrowings of (Repayments on) Long-term Debt, Net


944,216



(200,860
)


(11,341
)






732,015Purchase of Treasury Shares










(548,575
)






(548,575
)Proceeds from Exercise of Stock Options






55,438











55,438Borrowings (Repayments) Between Subsidiaries, Net


221,479



189,838



(411,317
)






Proceeds from Capital Contribution










965,780



(965,780
)


Other, Net


(51
)


15,775











15,724Net Cash Provided (Used) by Financing Activities 
    Continuing Operations


939,525



65,145



106,222



(965,780
)


145,112Net Cash Provided by Financing Activities 
    Discontinued Operation


















Net Cash Provided (Used) by Financing Activities


939,525



65,145



106,222



(965,780
)


145,112Effect of Exchange Rate Changes on Cash and Cash Equivalents










2,410







2,410Net Decrease in Cash and Cash Equivalents


(89
)


(901
)


(6,968
)






(7,958
)Cash and Cash Equivalents at Beginning of Year


124



3,172



130,949







134,245Cash and Cash Equivalents at End of Year

$
35


$
2,271


$
123,981


$



$
126,287  85




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreement with Accountants on Accounting and Financial
    Disclosure   
  Item 9A.
    Controls
    and Procedures  Evaluation
    of disclosure controls and procedures.
  Form 10-K, Rules 13a-15 15d-15
  Changes
    in internal controls.
    Internal
    controls over financial reporting.
   
  Item 9B.
    Other
    Information   
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K
  www.weatherford.com.
 
  Item 11.
    Executive
    Compensation  Form 10-K
 
  Item 12(a).
    Security
    Ownership of Certain Beneficial Owners.  Form 10-K
 86




---



##### Table of Contents



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


10,855


$
29.43



8,462Equity compensation plans not approved by shareholders(a)


29,837



11.82



Total


40,692



16.51



8,462     (a)
    
    The Weatherford International, Inc. 1998 Employee Stock Option
    Plan, as amended (the Plan), is administered by the
    Compensation Committee of the Board of Directors. The Plan
    provides for the grant of nonqualified options to purchase
    Common Shares of Weatherford International Ltd to all of our
    employees or its affiliates, as determined by the Compensation
    Committee. 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 Plan provided for the grant of
    options to purchase up to 88,000,000 shares. As of
    December 31, 2008, there were options to purchase an
    aggregate of 9,812,985 Common Shares outstanding under this
    Plan, all of which are vested. Subsequent to the shareholder
    approval of the Companys Omnibus Plan in May 2006, awards
    are no longer granted under the Plan.On September 8, 1998, July 5, 2000, and
    September 26, 2001, we granted to each of our directors
    other than Mr. Duroc-Danner options to purchase 374,528,
    240,000 and 240,000 Common Shares, respectively, at a purchase
    price per share equal to $2.90, $9.19 and $5.94, respectively,
    which was the fair market value of our Common Shares as of the
    day we granted the options. The options were issued under
    agreements between us and the directors. Each option is
    exercisable for a period of ten years from the date which it
    becomes fully exercisable. The options granted on
    September 8, 1998 and July 5, 2000 became fully
    exercisable three years from the date of grant, and the options
    granted on September 26, 2001 became fully exercisable four
    years from the date of grant, in each case subject to earlier
    vesting in the event of the death, disability or retirement of
    the optionee or warrantholder or a change of control of
    Weatherford. Under these agreements, there were options to
    purchase an aggregate of 3,105,984 Common Shares outstanding as
    of December 31, 2008, all of which are fully vested.Under our Non-Employee Director Deferred Compensation Plan (the
    DDC Plan), each non-employee director may elect to
    defer up to 7.5% of any fees paid by the Company. The deferred
    fees are converted into non-monetary units representing Common
    Shares that could have been purchased with the deferred fees
    based on the market price of the Common Shares on the last day
    of the month in which fees were deferred. If a non-employee
    director elects to defer at least 5% of his fees, we will make
    an additional contribution to the 87




---



##### Table of Contents



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 Common Shares equal to the number of units at the time
    of distribution. Distributions are made in Common Shares. As of
    December 31, 2008, 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. Under our Foreign
    Executive Deferred Compensation Stock Ownership Plan (FEDC
    Plan), we contribute 15% of each participants total
    salary, bonus and commission compensation each year. The
    Companys 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 Common Shares that could have been
    purchased with the amounts contributed based on the average
    closing price of the Common 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 Common Shares equal to the number of units
    allocated to the participants account at the time of
    distribution. As of December 31, 2008, there were 154,828
    deferred units outstanding under this plan.On February 28, 2002, the Company issued to Shell
    Technology Ventures Inc. a warrant to purchase up to 12,928,856
    Common Shares at a price of $15.00 per share. The warrant has a
    nine-year exercisable life beginning one year after the issue
    date. The warrant holder may exercise the warrant 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 Common
    Shares to our key employees and directors. 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, 2008, there were
    12,763,285 shares granted under this plan, of which
    9,049,859 shares 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
    Accountant Fees and Services  Form 10-K
 
  PART IV
 
  Item 15.
    Exhibits,
    Financial Statement Schedules       88




---



##### Table of Contents



Exhibits :
  ExhibitNumber

Description2
.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 company
    (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).3
.1

Memorandum of Association of Weatherford International Ltd.
    (incorporated by reference to Annex II to the proxy
    statement/prospectus included in Amendment No. 1 to the
    Registration Statement on
    Form S-4
    (Reg.
    No. 333-85644)
    filed on May 22, 2002).3
.2

Memorandum of Increase of Share Capital of Weatherford
    International Ltd. (incorporated by reference to Annex II
    to the proxy statement/prospectus included in Amendment
    No. 1 to the Registration Statement on
    Form S-4
    (Reg.
    No. 333-85644)
    filed on May 22, 2002).3
.3

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

See Exhibits 3.1, 3.2 and 3.3 for provisions of the
    Memorandum of Association and Bye-laws of Weatherford
    International Ltd. defining the rights of holders of common
    shares.4
.2

Certificate of Assistant Secretary as to the adoption of a
    resolution increasing authorized share capital (incorporated by
    reference to Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed May 15, 2006).4
.3

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
.4

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).4
.5

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
.6

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
.7

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
.8

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). 89




---



##### Table of Contents



ExhibitNumber

Description4
.9

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
.10

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
.11

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
.12

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
.13

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. 001-31339)
    filed February 17, 2006).4
.14

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
.15

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
.16

Indenture, dated June 18, 2007, among the Weatherford
    Delaware, as issuer, Weatherford Bermuda, 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
.17

First Supplemental Indenture, dated June 18, 2007, among
    the Weatherford Delaware, as issuer, Weatherford Bermuda, 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
.18

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).4
.19

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
.20

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
.21

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
.22

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. 001-31339)
    filed February 17, 2006).4
.23

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
.24

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
.25

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
.26

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
.27

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
.28

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). 90




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##### Table of Contents



ExhibitNumber

Description4
.29

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
.30

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).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 J.P. Morgan 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).*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). 91




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##### Table of Contents



ExhibitNumber

Description*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).*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). 92




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##### Table of Contents



ExhibitNumber

Description*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.*10
.40

Employment Agreement, dated February 2, 2009, between
    Weatherford International, Inc. and Carel W. Hoyer.*10
.41

Indemnification Agreement, dated as of February 9, 2009,
    between Weatherford International Ltd. and Carel W. Hoyer.*10
.42

Indemnification Agreement, dated as of February 9, 2009,
    between Weatherford International, Inc. and Carel W. Hoyer.*10
.43

Amended and Restated Employment Agreement, dated
    December 31, 2008 between Weatherford International Ltd.
    and James M. Hudgins.*10
.44

Employment Agreement, dated February 9, 2009, between
    Weatherford International, Inc. and James M. Hudgins.*10
.45

Indemnification Agreement, dated as of September 4, 2002,
    between Weatherford International Ltd. and James M. Hudgins.*10
.46

Indemnification Agreement, dated as of September 4, 2002,
    between Weatherford International, Inc. and James M. Hudgins.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.
    
    Filed herewith.  Regulation S-K, Form 10-K
 93




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##### Table of Contents



Financial Statement Schedules
   
  SCHEDULE II
    WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES

    VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
    FOR THE THREE YEARS ENDED DECEMBER 31, 2008
  AdditionsBalance at


Charged to








Balance atBeginning


Costs and








End ofDescription

of Period


Expenses


Collections


Deductions


Period(In thousands)Year Ended December 31, 2008:Allowance for uncollectible accounts receivable

$
13,760


$
5,970


$
4,975


$
(8,280
)

$
16,425Year Ended December 31, 2007:Allowance for uncollectible accounts receivable


13,452



6,984



523



(7,199
)


13,760Year Ended December 31, 2006:Allowance for uncollectible accounts receivable


12,210



6,242



881



(5,881
)


13,452    94




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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)

February 24, 2009/s/  Andrew
    P. BecnelAndrew
    P. Becnel

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

February 24, 2009/s/  Jessica
    AbarcaJessica
    Abarca

Vice President  Accounting and Chief
    Accounting Officer 
    (Principal Accounting Officer)

February 24, 2009/s/  Nicholas
    F. BradyNicholas
    F. Brady

Director

February 24, 2009/s/  David
    J. ButtersDavid
    J. Butters

Director

February 24, 2009/s/  William
    E. MacaulayWilliam
    E. Macaulay

Director

February 24, 2009/s/  Robert
    B. MillardRobert
    B. Millard

Director

February 24, 2009/s/  Robert
    K. Moses, Jr.Robert
    K. Moses, Jr.

Director

February 24, 2009/s/  Robert
    A. RayneRobert
    A. Rayne

Director

February 24, 2009  95