##### 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, 2007ORo

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
    Suite 600
    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
  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
      Title of Class

Outstanding at February 15, 2008Common Shares, $1.00 Par Value

339,224,381   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 SecuritiesItem 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 DataReport of Independent Registered Public Accounting FirmReport of Independent Registered Public Accounting FirmItem 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 II WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES FOR THE THREE YEARS ENDED DECEMBER 31, 2007SIGNATURESSubsidiaries of Weatherford International Ltd.Consent of Ernst & Young LLP.Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  
 PART I
 
  Item 1.
    Business              (713) 693-4000, Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
   1




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##### Table of Contents



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
    Progressing Cavity Pumps
 2




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##### Table of Contents



Reciprocating Rod Lift Systems up-and-down
  Gas Lift Systems
  Electric Submersible Pumps
  Hydraulic Lift Systems
  Plunger Lift Systems
  Hybrid Lift Systems
  Wellhead Systems
  Production Optimization
    Well Optimization
 3




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##### Table of Contents



Flow Measurement
  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®)
    & Well Testing
  
    Managed Pressure Drilling (MPD)  This
    discipline 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 discipline
    is used in development, exploration and mature field
    applications to minimize formation damage and maximize
    productivity. UBD is defined as 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 protecting
    the formation from damage by the drilling fluids.
    Air Drilling  This discipline 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. 4




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##### Table of Contents



Drilling-with-casing and drilling-with-liner
    systems.
  Well
    Construction
    Tubular Running Services and/or
  Cementation Tools
  Liner Systems
  Solid Tubular Expandable Technologies ®
  Drilling
    Tools
   5




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
    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
  Wireline
    and Evaluation 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 6




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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 and tools 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 business unit,
    consisting of geologists, geophysicists, and drilling,
    completion, production and reservoir engineers, serves as the
    interdisciplinary bridge across our diverse product lines to
    support client efforts to maximize their oil and gas assets for
    the life of the well  from well planning through
    drilling, evaluation, completion, production, intervention and,
    finally, abandonment.    
    Cased Hole Wireline  This service is performed
    at various times throughout the life of the well and includes
    perforating, completion logging, production logging and casing
    integrity services. Perforating creates the flow path between
    the reservoir and the wellbore. Production logging can be
    performed throughout the life of the well to measure
    temperature, fluid type, flow rate, pressure and other reservoir
    characteristics. In addition, cased hole services may involve
    wellbore 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.
    SlicklineServices  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  We have
    expertise in wellsite sampling, core management services,
    geomechanical analysis and the evaluation of unconventional
    reservoirs.  Re-entry
    and Fishing
    Fishing Services plug-and-abandonment
  Re-entry Services
  Thru-tubing Services
 7




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Stimulation
    and Chemicals
    Fracturing Technologies
  Production Chemical Systems ®
  Capillary Injection Technology and Services
  Integrated
    Drilling
    Pipeline
    and Specialty Services
    Competition
    Other
    Business Data
  Raw
    Materials
    Customers
   8




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Research
    and Development and Patents
        Seasonality
    Federal
    Regulation and Environmental Matters
        Employees
    Forward-Looking
    Statements
   9




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
    A downturn in market conditions could affect projected
    results.  Any material changes in oil and natural
    gas supply and demand, oil and natural gas prices, rig count or
    other market trends would affect our results and would likely
    affect the forward-looking information we provide. The oil and
    natural gas industry is extremely volatile and subject to change
    based on political and economic factors outside our control. In
    recent years, worldwide drilling activity has increased;
    however, if an extended regional
    and/or
    worldwide recession were to occur, it would result in lower
    demand and lower prices for oil and natural gas, which would
    adversely affect drilling and production activity and therefore
    would affect our revenues and income. We have assumed increases
    in worldwide demand will continue throughout 2008.
    Availability of a skilled workforce could affect our
    projected results.  Due to the high activity in
    the exploration and production and oilfield service industries
    there is an increasing shortage of available skilled labor,
    particularly in our high-growth regions. Our forward-looking
    statements assume we will be able to recruit and maintain a
    sufficient skilled workforce for activity levels.
    Increases in the prices and availability of our raw materials
    could affect our results of operations.  We use
    large amounts of raw materials for manufacturing our products.
    The price of these raw materials has a significant impact on our
    cost of producing products for sale or producing fixed assets
    used in our business. We have assumed that the prices of our raw
    materials will remain within a manageable range and will be
    readily available. If we are unable to attain necessary raw
    materials or if we are unable to minimize the impact of
    increased raw materials costs through our supply chain
    initiatives or by passing through these increases to our
    customers, our margins and results of operations could be
    adversely affected.
    Our long-term growth depends upon technological innovation
    and commercialization.  Our ability to deliver our
    long-term growth strategy depends in part on the
    commercialization of new technology. A central aspect of our
    growth strategy is to develop our products and services, to
    obtain technologically advanced products through internal
    research and development
    and/or
    acquisitions, to protect proprietary technology from
    unauthorized use and to expand the markets for new technology
    through leverage of our worldwide infrastructure. The key to our
    success will be our ability to commercialize the technology that
    we have acquired and demonstrate the enhanced value our
    technology brings to our customers operations. Our major
    technological advances include, but are not limited to, those
    related to controlled pressure drilling and testing systems,
    expandable solid tubulars, expandable sand screens and
    intelligent well completion. Our forward-looking statements have
    assumed successful commercialization of, and above-average
    growth from, these new products and services.
    Nonrealization of expected benefits from our 2002 corporate
    reincorporation could affect our projected
    results.  We are incorporated in Bermuda and we
    operate through our various subsidiaries in numerous countries
    throughout the world including the United States. Consequently,
    we are subject to changes in tax laws, treaties or regulations
    or the interpretation or enforcement thereof in the U.S.,
    Bermuda or 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. 10




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
    Nonrealization of expected benefits from our acquisitions
    could affect our projected results.  We expect to
    gain certain business, financial and strategic advantages as a
    result of business acquisitions we undertake, including
    synergies and operating efficiencies. Our forward-looking
    statements assume that we will successfully integrate our
    business acquisitions and realize the benefits of that. An
    inability to realize expected strategic advantages as a result
    of the acquisition would negatively affect the anticipated
    benefits of the acquisition.
    The cyclical nature of or a prolonged downturn in our
    industry could affect the carrying value of our
    goodwill.  As of December 31, 2007, we had
    approximately $3.4 billion of goodwill. Our estimates of
    the value of our goodwill could be reduced in the future as a
    result of various factors, some of which are beyond our control.
    Any reduction in the value of our goodwill may result in an
    impairment charge and therefore adversely affect our results.
    Currency fluctuations could have a material adverse financial
    impact on our business.  A material change in
    currency rates in our markets could affect our future results as
    well as affect the carrying values of our assets. World
    currencies have been subject to much volatility. Our
    forward-looking statements assume no material impact from future
    fluctuations in currency exchange rates.
    Adverse weather conditions in certain regions could adversely
    affect our operations.  In the summer of 2005, the
    Gulf of Mexico suffered several significant hurricanes. These
    hurricanes and associated hurricane threats reduced the number
    of days on which we and our customers could operate, which
    resulted in lower revenues than we otherwise would have
    achieved. In parts of 2006, and particularly in the second
    quarter of 2007, climatic conditions in Canada were not as
    favorable to drilling as we anticipated, which limited our
    results in that region. Similarly, unfavorable weather in Russia
    and in the North Sea could reduce our operations and revenues
    from those areas during the relevant period. Our forward-looking
    statements assume weather patterns in our primary areas of
    operations will be conducive to our operations. In particular,
    we have assumed the favorable winter conditions in Canada will
    continue later into the year in 2008 than was the case in 2007.
    Political disturbances, war, or terrorist attacks and changes
    in global trade policies could adversely impact our
    operations.  We have assumed there will be no
    material political disturbances or terrorist attacks and there
    will be no material changes in global trade policies. Any
    further military action undertaken by the U.S. or other
    countries could adversely affect our results of operations.
    U.S. Government and internal investigations could affect
    our results of operations.  We are currently
    involved in government and internal investigations involving
    various of our operations. These investigations are ongoing, and
    we cannot anticipate the timing, outcome or possible impact of
    these investigations, financial or otherwise. The governmental
    agencies involved in these investigations have a broad range of
    civil and criminal penalties they may seek to impose against
    corporations and individuals for violations of trading sanctions
    laws, the Foreign Corrupt Practices Act and other federal
    statutes including, but not limited to, injunctive relief,
    disgorgement, fines, penalties and modifications to business
    practices and compliance programs. In recent years, these
    agencies and authorities have entered into agreements with, and
    obtained a range of penalties against, several public
    corporations and individuals in similar investigations, under
    which civil and criminal penalties were imposed, including in
    some cases multi-million dollar fines and other penalties and
    sanctions. Under trading sanctions laws, the Department of
    Justice (DOJ) may also seek to impose modifications
    to business practices, including immediate cessation of all
    business activities in sanctioned countries, and modifications
    to compliance programs, which may increase compliance costs. Any
    injunctive relief, disgorgement, fines, penalties, sanctions or
    imposed modifications to business practices resulting from these
    investigations could adversely affect our results of operations.  www.sec.gov.
 11




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Item 1A.
    Risk
    Factors    Foreign
    Operations
      
    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.  U.S.
    Government and Internal Investigations
         12




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Currency
    Exposure
      Litigation
    and Environmental Exposure
      Industry
    Exposure
   13




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Credit
    Markets Exposure
    Terrorism
    Exposure
    Tax
    Exposure
      Insurance
      Bermuda
    Governance Risks
       14




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
    directors to be removed only for cause;
    restrictions on the time period in which directors may be
    nominated; and
    the board of directors to determine the powers, preferences and
    rights and the qualifications, limitations and restrictions of
    our preference shares and to issue the preference shares without
    shareholder approval.   
  Item 1B.
    Unresolved
    Staff Comments   
  Item 2.
    Properties    Facility Size


Property




Principal Services and ProductsLocation

(Sq. Ft.)


Size (Acres)


Tenure

Offered or ManufacturedNorth America:Pearland, Texas


335,360



60.64


Owned

Fishing, drilling equipmentNew Brighton, Minnesota


211,600



25.75


Owned

Water well and industrial screensNisku, Alberta, Canada


206,400



15.40


Owned

Reciprocating rod liftHouma, Louisiana


175,000



13.00


Owned

Cementing productsHouston, Texas


173,000



18.19


Owned

Research and developmentNisku, Alberta, Canada


149,193



27.79


Owned

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


130,000



14.00


Owned

Sand screensWoodward, Oklahoma


118,000



49.58


Leased

Reciprocating rod and hydraulic liftHouston, Texas


115,649



2.65


Owned

Cased hole and flow controlHuntsville, Texas


112,648



20.00


Owned

Liner hangersHouston, 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 lift, electric submersible pumpsBroussard, Louisiana


101,434



9.01


Owned

Tubular running 15




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##### Table of Contents



Facility Size


Property




Principal Services and ProductsLocation

(Sq. Ft.)


Size (Acres)


Tenure

Offered or ManufacturedLatin 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:Dubnica nad Vahom, Slovakia


163,396



5.75


Owned

Electric submersible pumpingAberdeen, Scotland


148,379



8.67


Leased

Expandable slotted tubularsAlberton, South Africa


123,237



5.40


Owned

Conventional screen technologiesForus, Norway


113,182



4.66


Leased

Downhole services, well installation services, drilling
    equipment, thru tubing, cementing, fishing, re-entry, well
    intervention, completion systemsMiddle East/North Africa/Asia:Hassi 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


150,910



27.67


Leased

Warehouse and serviceCorporate:Houston, Texas


254,438






Leased

Corporate offices  
  Item 3.
    Legal
    Proceedings       
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   
  PART II
 
  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities   16




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##### Table of Contents



PriceHigh


LowYear ending December 31, 2007First Quarter

$
47.03


$
35.90Second Quarter


59.04



45.00Third Quarter


71.00



48.63Fourth Quarter


72.22



56.36Year ending December 31, 2006First Quarter

$
46.19


$
36.50Second Quarter


58.73



44.04Third Quarter


51.70



37.08Fourth Quarter


47.05



38.25       Total Numberof SharesPurchased as


Maximum Number (orPart of


Approximate DollarPublicly


Value) of SharesTotal Number


Average


Announced


that May Yet Beof Shares


Price Paid


Plans or


Purchased Under thePeriod

Purchased


per Share


Programs


Plans or ProgramsOctober 1-October 31, 2007


1,000,000


$
66.93



1,000,000


$
205,233,968November 1-November 30, 2007














205,233,968December
    1-December 31,
    2007














205,233,9681,000,000



66.93



1,000,000



205,233,968       No. of


AveragePeriod

Shares


PriceOctober 1-October 31, 2007


3,998


$
63.50November 1-November 30, 2007


133



65.75December
    1-December 31,
    2007


470,158



66.43    17




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##### Table of Contents



18




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##### Table of Contents



Performance
    Graph
    Comparison
    of Five Year Total Return
  
  
 Item 6.
    Selected
    Financial Data    Year Ended December 31,2007


2006


2005(a)


2004(b)


2003(c)(In thousands, except per share amount)Statements of Operations Data:Revenues

$
7,832,062


$
6,578,928


$
4,333,227


$
3,131,774


$
2,562,034Operating Income


1,624,336



1,354,687



570,598



402,995



279,365Income From Continuing Operations


1,091,975



906,106



470,095



337,969



147,243Basic Earnings Per Share From Continuing Operations


3.23



2.62



1.57



1.26



0.58Diluted Earnings Per Share From Continuing Operations


3.14



2.55



1.48



1.18



0.56Balance Sheet Data:Total Assets

$
13,190,957


$
10,139,248


$
8,580,304


$
5,543,482


$
4,994,324Long-term Debt


3,066,335



1,564,600



632,071



1,404,431



1,379,611Shareholders Equity


7,406,719



6,174,799



5,666,817



3,313,389



2,708,068Cash Dividends Per Share


















  19




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##### Table of Contents



(a)
    
    In August 2005, we acquired Precision Energy Services and
    Precision Drilling International for $942.7 million in cash
    and 52.0 million Weatherford common shares. In connection
    with the acquisition we recorded exit and restructuring charges
    of $114.2 million, $78.7 million net of tax. In
    December 2005, we recorded a $115.5 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 $77.6 million gain on the sale of
    Universal common stock. There was no income tax impact related
    to the sale.(c)
    
    In August 2003, we incurred $20.9 million,
    $13.6 million net of taxes, of debt redemption expenses
    related to the early extinguishment of our Convertible Preferred
    Debentures. 
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations      Overview
  General
          Industry
    Trends
   20




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##### Table of Contents



NorthHenry Hub


American Rig


InternationalWTI Oil(1)


Gas(2)


Count(3)


Rig Count(3)2007

$
95.98


$
7.48



2,171



1,1222006


61.05



6.30



2,178



1,0292005


61.04



11.23



2,046



948   (1)
    
    Price per barrel as of December 31  Source:Applied Reasoning, Inc.(2)
    
    Price per MM/BTU as of December 31  Source:Oil World(3)
    
    Average rig count for December  Source:Baker
    Hughes Rig Count and other third-party data        Opportunities
    and Challenges
    year-on-year
  2008
    and 2009 Outlook
   21




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##### Table of Contents



Geographic Markets.
  year-on-year year-on-year
  Pricing. contract-by-contract
   22




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##### Table of Contents



Results
    of Operations
    Comparative
    Financial Data
  Year Ended December 31,2007


2006


2005(In thousands, except percentages andper share data)Revenues:North America

$
3,937,456


$
3,672,630


$
2,400,705Latin America


882,318



726,197



423,974Europe/West Africa/CIS


1,188,519



827,343



659,308Middle East/North Africa/Asia


1,823,769



1,352,758



849,2407,832,062



6,578,928



4,333,227Gross Profit%(a):


35.4
%


36.0
%


31.9
%Research and Development:


169,317



149,429



107,362Selling, General and Administrative Attributable to Segments


850,359



746,386



535,465Corporate General and Administrative


130,440



115,593



77,154Exit Costs and Restructuring Charges










93,581Operating Income (Expense):North America


1,012,402



1,035,804



509,290Latin America


201,810



132,616



60,117Europe/West Africa/CIS


293,823



171,437



121,179Middle East/North Africa/Asia


416,058



279,852



158,109Exit Costs and Restructuring Charges










(93,581
)Corporate and other(b)


(299,757
)


(265,022
)


(184,516
)1,624,336



1,354,687



570,598Gain on Sale of Universal Common Stock










115,456Debt Redemption Expense










(4,733
)Interest Income


11,847



6,656



11,208Interest Expense


(183,128
)


(109,216
)


(80,189
)Other, Net


(8,569
)


(13,218
)


19,777Effective Tax Rate


23.0
%


25.9
%


25.5
%Income from Continuing Operations per Diluted Share

$
3.14


$
2.55


$
1.48Loss from Discontinued Operation, Net of Taxes


(21,369
)


(9,737
)


(2,675
)Net Income per Diluted Share


3.08



2.53



1.47Depreciation and Amortization


606,226



482,948



334,330   (a)
    
    During the year ended December 31, 2005, we incurred
    $20.7 million of inventory write-downs associated with our
    2005 acquisition of Precision.(b)
    
    Includes research and development expenses, which are not
    allocated geographically. 23




---



##### Table of Contents



Consolidated
    Revenues by Product Line
  Year Ended December 31,2007


2006


2005Artificial Lift Systems


18
%


18
%


21
%Well Construction


16



15



17Drilling Services


15



15



12Drilling Tools


12



12



13Completion Systems


10



10



13Wireline


8



10



7Re-entry & Fishing


8



8



7Stimulation & Chemicals


6



6



6Integrated Drilling


5



5



2Pipeline & Specialty Services


2



1



2Total


100
%


100
%


100
%   Company
    Results
  Revenues
  year-over-year
    Gross
    Profit
  year-over-year.
    Research
    and Development
   24




---



##### Table of Contents



Selling,
    General and Administrative Attributable to
    Segments
    Corporate
    General and Administrative
    Exit
    Costs and Restructuring Charges
      Gain
    on Sale of Universal Common Stock
    Interest
    Expense
      Other,
    Net
   25




---



##### Table of Contents



Income
    Taxes
      Segment
    Results
  North
    America
  year-over-year
        Latin
    America
  year-over-year
   26




---



##### Table of Contents



Europe/West
    Africa/CIS
  year-over-year
  year-over-year
  year-over-year
  Middle
    East/North Africa/Asia
  year-over-year
        Discontinued
    Operations
   27




---



##### Table of Contents



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

$
1,500.0Less uses of facility:Amount drawn


491.0Commercial paper


191.6Letters of credit


68.6Availability

$
748.8   Commercial
    Paper
    Cash
    Requirements
   28




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


4-5


AfterObligations and Commitments

Total


1 Year


Years


Years


5 Years(In millions)Short-term debt

$
762.6


$
762.6


$



$



$
Long-term debt(a)


3,076.5



9.2



13.0



954.3



2,100.0Interest on long-term debt


2,562.6



188.0



376.0



333.1



1,665.5Noncancellable operating leases


345.7



71.8



91.5



51.9



130.5Purchase obligations


280.0



280.0











Total contractual obligations

$
6,747.4


$
1,031.6


$
480.5


$
1,339.3


$
3,896.0     (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
     29




---



##### Table of Contents



Interest
    Rate Swaps
    Other
    Derivative Instruments
      Warrant
    Pension
    Plans
   30




---



##### Table of Contents



Zero
    Coupon Convertible Senior Debentures
      Off
    Balance Sheet Arrangements
  Guarantees
      Letters
    of Credit
    Critical
    Accounting Policies and Estimates
    Business
    Combinations and Goodwill and Indefinite-Lived Intangible
    Assets
     31




---



##### 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
    Stock-Based Compensation
  Share-Based Payment Accounting
    for Stock Issued to Employees
 32




---



##### Table of Contents



Accounting for Stock-Based
    Compensation
      Expected

Risk-Free

ExpectedVolatility

Interest Rate

Life

Dividends2006


36.2
%


4.7
%


5.0



None2007


31.0
%


4.5
%


5.0



None     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)
   33




---



##### Table of Contents



Increase (Decrease) of AnnualPension Expense50 Basis Point

50 Basis PointIncrease

Decrease(In millions)Discount rate

$
(1.3
)

$
1.6Expected long-term rate of return

$
(0.8
)

$
0.8   Income
    Taxes
  Accounting for Income Taxes.
  Accounting for Uncertainty
    in Income Taxes  an interpretation of FASB Statement
    No. 109
    Valuation
    Allowance for Deferred Tax Assets
   34




---



##### Table of Contents



New
    Accounting Pronouncements
  No. 06-3 (EITF 06-3), EITF 06-3 EITF 06-3 EITF 06-3
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 35




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosure About Market Risk    Foreign
    Currency Exchange Rates
          Interest
    Rates
   36




---



##### Table of Contents



December 31,2007


2006Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(In millions)6.625% Senior Notes due 2011

$
355.6


$
369.0


$
356.9


$
368.85.95% Senior Notes due 2012


598.9



617.6







4.95% Senior Notes due 2013


254.7



245.0



255.4



245.25.50% Senior Notes due 2016


348.7



337.8



348.6



339.96.35% Senior Notes due 2017


599.5



623.9







6.50% Senior Notes due 2036


595.8



597.6



595.7



619.56.80% Senior Notes due 2037


298.1



312.8







       Interest
    Rate Swaps
       37




---



##### 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


39Report of Independent Registered Public Accounting Firm on
    Internal Control over Financial Reporting


40Report of Independent Registered Public Accounting Firm


41Consolidated Balance Sheets as of December 31, 2007 and 2006


42Consolidated Statements of Income for each of the three years in
    the period ended December 31, 2007


43Consolidated Statements of Shareholders Equity for each of
    the three years in the period ended December 31, 2007


44Consolidated Statements of Cash Flows for each of the three
    years in the period ended December 31, 2007


45Notes to Consolidated Financial Statements


46Financial Statement Schedule II:Valuation and Qualifying Accounts and Allowances


95  38




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rule 13a-15(f).
    Internal
    Control-Integrated Framework
   39




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 
    40




---



##### 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)
    
    41




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006(In thousands, except par value)ASSETSCurrent Assets:Cash and Cash Equivalents

$
170,714


$
126,287Accounts Receivable, Net of Allowance for Uncollectible Accounts
    of $13,760 in 2007 and $13,452 in 2006


1,961,854



1,560,849Inventories


1,607,684



1,239,034Current Deferred Tax Assets


165,508



144,833Other Current Assets


566,009



320,7724,471,769



3,391,775Property, Plant and Equipment, at Cost:Land, Buildings and Leasehold Improvements


557,081



433,671Rental and Service Equipment


3,984,942



2,813,739Machinery and Other


2,011,884



1,657,0386,553,907



4,904,448Less: Accumulated Depreciation


2,400,062



1,925,1774,153,845



2,979,271Goodwill


3,358,490



3,000,589Other Intangible Assets, Net


596,999



599,828Equity Investments


368,618



31,175Other Assets


241,236



136,610$
13,190,957


$
10,139,248LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
774,220


$
648,736Accounts Payable


612,775



509,942Accrued Salaries and Benefits


239,870



240,327Foreign Income Taxes Payable


105,982



217,815Other Current Liabilities


469,518



426,3252,202,365



2,043,145Long-term Debt


3,066,335



1,564,600Deferred Tax Liabilities


197,494



136,208Other Liabilities


318,044



220,496Shareholders Equity:Common Shares, $1 Par Value, Authorized
    1,000,000 Shares, Issued 363,602 and 361,921 Shares,
    Respectively


363,602



361,921Capital in Excess of Par Value


4,359,349



4,275,534Treasury Shares, Net


(924,202
)


(681,116
)Retained Earnings


3,170,182



2,099,307Accumulated Other Comprehensive Income


437,788



119,1537,406,719



6,174,799$
13,190,957


$
10,139,248    42




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  Year Ended December 31,2007


2006


2005(In thousands, except per share amounts)Revenues:Products

$
2,983,427


$
2,490,059


$
1,856,278Services


4,848,635



4,088,869



2,476,9497,832,062



6,578,928



4,333,227Costs and Expenses:Cost of Products


2,087,296



1,731,373



1,301,738Cost of Services


2,970,314



2,481,460



1,647,329Research and Development


169,317



149,429



107,362Selling, General and Administrative Attributable to Segments


850,359



746,386



535,465Corporate General and Administrative


130,440



115,593



77,154Exit Costs and Restructuring Charges










93,5816,207,726



5,224,241



3,762,629Operating Income


1,624,336



1,354,687



570,598Other Income (Expense):Gain on Sale of Universal Common Stock










115,456Interest Income


11,847



6,656



11,208Interest Expense


(183,128
)


(109,216
)


(80,189
)Debt Redemption Expense










(4,733
)Other, Net


(8,569
)


(13,218
)


19,777Income from Continuing Operations Before Income Taxes and
    Minority Interest


1,444,486



1,238,909



632,117Provision for Income Taxes


(332,760
)


(321,473
)


(161,205
)Income from Continuing Operations Before Minority Interest


1,111,726



917,436



470,912Minority Interest, Net of Taxes


(19,751
)


(11,330
)


(817
)Income from Continuing Operations


1,091,975



906,106



470,095Loss from Discontinued Operations, Net of Taxes


(21,369
)


(9,737
)


(2,675
)Net Income

$
1,070,606


$
896,369


$
467,420Basic Earnings Per Share:Income from Continuing Operations

$
3.23


$
2.62


$
1.57Loss from Discontinued Operations


(0.07
)


(0.03
)


(0.01
)Net Income

$
3.16


$
2.59



1.56Diluted Earnings Per Share:Income from Continuing Operations

$
3.14


$
2.55


$
1.48Loss from Discontinued Operations


(0.06
)


(0.02
)


(0.01
)Net Income

$
3.08


$
2.53


$
1.47Weighted Average Shares Outstanding:Basic


338,516



346,123



300,336Diluted


347,758



354,832



322,286    43




---



##### 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, 2004

$
290,558


$
2,386,086


$
735,518


$
129,291



(18,088
)

$
(244,533
)

$
16,469


$
3,313,389Comprehensive Income:Net Income










467,420



















467,420Foreign Currency Translation Adjustment














(23,856
)














(23,856
)Pension Liability Adjustment, Net of Tax














(8,880
)














(8,880
)Unrealized Loss on Derivative Instruments, Net of Tax














(4,180
)














(4,180
)Realized Loss on Derivative Instruments, Net of Tax














277















277Comprehensive Income (Loss)










467,420



(36,639
)














430,781Shares Issued in Acquisition


52,000



1,346,020























1,398,020Conversion of Zero Coupon Convertible Senior Debentures


7,346



228,845























236,191Equity Awards Granted, Vested and Exercised


9,069



130,907











6,064



74,971







214,947Excess Tax Benefit of Share-Based Compensation Plans






72,507























72,507Other


















165



(473
)


1,455



982Balance at December 31, 2005


358,973



4,164,365



1,202,938



92,652



(11,859
)


(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















4,693Realized Loss on Derivative Instruments, 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


















(12,525
)


(548,575
)






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


2,948



87,087











2,113



18,176







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






14,121























14,121Other






4,625











139



1,535



(141
)


6,019Balance at December 31, 2006


361,921



4,275,534



2,099,307



119,153



(22,132
)


(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
)Realized Loss on Derivative Instruments, Net of Tax














154















154Comprehensive Income










1,070,606



318,635















1,389,241Purchase of Treasury Shares


















(5,112
)


(246,190
)






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


1,681



53,712











2,751



2,733







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






28,895























28,895Adoption of FIN No. 48










269



















269Other






1,208











(16
)


(2,886
)


3,257



1,579Balance at December 31, 2007

$
363,602


$
4,359,349


$
3,170,182


$
437,788



(24,509
)

$
(945,242
)

$
21,040


$
7,406,719    44




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2007


2006


2005(In thousands)Cash Flows From Operating Activities:Net Income

$
1,070,606


$
896,369


$
467,420Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Operating Activities:Depreciation and Amortization


606,226



482,948



334,330Gain on Sale of Universal Common Stock










(115,456
)(Gain) Loss on Sale of Assets and Businesses, Net


(41,185
)


(42,232
)


6,625Loss from Discontinued Operation


21,369



9,737



2,675Employee Stock-Based Compensation Expense


64,901



62,739



28,948Excess Tax Benefits from Share-Based Compensation


(28,895
)


(14,121
)


Minority Interest


19,751



11,330



817Non-cash Portion of Exit Costs and Restructuring Charges










65,200Amortization of Original Issue Discount










11,432Debt Redemption Expense










4,733Deferred Income Tax Provision


28,873



48,413



30,816Other, Net


4,608



5,760



(13,867
)Change in Operating Assets and Liabilities, Net of Effect of
    Businesses Acquired:Accounts Receivable


(296,120
)


(299,335
)


(244,947
)Inventories


(417,305
)


(338,323
)


(150,762
)Other Current Assets


(45,794
)


(66,561
)


3,543Accounts Payable


74,815



27,018



31,074Accrued Current Liabilities


(108,362
)


255,009



140,228Other, Net


(70,833
)


55,155



(95,287
)Net Cash Provided by Operating Activities-Continuing Operations


882,655



1,093,906



507,522Net Cash Used by Operating Activities-Discontinued Operations


(10,149
)


(6,887
)


(4,428
)Net Cash Provided by Operating Activities


872,506



1,087,019



503,094Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired


(275,149
)


(194,314
)


(991,067
)Capital Expenditures for Property, Plant and Equipment for
    Continuing Operations


(1,635,041
)


(1,051,100
)


(522,841
)Acquisition of Intellectual Property


(23,035
)


(31,201
)


(13,423
)(Purchase) Sale of Equity Investments in Unconsolidated
    Affiliates


(335,220
)


14,240



(16,424
)Proceeds from Sale of Universal Common Stock










276,750Proceeds from Sale of Assets and Businesses, Net


84,476



39,860



15,874Other Investing Activities


(38,500
)






Net Cash Used by Investing Activities-Continuing Operations


(2,222,469
)


(1,222,515
)


(1,251,131
)Net Cash Used by Investing Activities-Discontinued Operations


(10,579
)


(19,984
)


(3,777
)Net Cash Used by Investing Activities


(2,233,048
)


(1,242,499
)


(1,254,908
)Cash Flows From Financing Activities:Borrowings of (Repayments on) Short-term Debt, Net


117,865



(109,490
)


731,132Borrowings of Long-term Debt


1,488,934



947,820



3,259Repayments on Long-term Debt


(18,171
)


(215,805
)


(5,633
)Redemption of Convertible Debentures










(348,816
)Purchase of Treasury Shares


(246,190
)


(548,575
)


Proceeds from Exercise of Stock Options


34,192



55,438



191,127Excess Tax Benefits from Share-Based Compensation


28,895



14,121



Other Financing Activities, Net


(3,896
)


1,603



(960
)Net Cash Provided by Financing Activities-Continuing Operations


1,401,629



145,112



570,109Net Cash Provided by Financing Activities-Discontinued Operations










Net Cash Provided by Financing Activities


1,401,629



145,112



570,109Effect of Exchange Rate Changes on Cash and Cash Equivalents


3,340



2,410



(1,489
)Net Increase (Decrease) in Cash and Cash Equivalents


44,427



(7,958
)


(183,194
)Cash and Cash Equivalents at Beginning of Year


126,287



134,245



317,439Cash and Cash Equivalents at End of Year

$
170,714


$
126,287


$
134,245    45




---



##### 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
    Segment
    Presentation
    Discontinued
    Operations
      Use of
    Estimates
   46




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Accounts
    Receivable and Allowance for Uncollectible
    Accounts
    Major
    Customers and Credit Risk
    Inventories
  first-in,
  Property,
    Plant and Equipment
   47




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EstimatedUseful LivesBuildings and leasehold improvements

5-40 years or lease termRental and service equipment

2-20 yearsMachinery and other

2-12 years     Long-Lived
    Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Goodwill
    and Indefinite-Lived Intangible Assets
    Intangible
    Assets
   48




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension
    and Postretirement Benefit Plans
    Research
    and Development Expenditures
    Environmental
    Expenditures
    Insurance
    Derivative
    Financial Instruments
  Accounting for Derivative Instruments
    and Hedging Activities
  Foreign
    Currency
    non-U.S. subsidiaries
 49




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    Options
  Share-Based
    Payment Accounting for Stock-Based
    Compensation
    Accounting
    for Income Taxes
    Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  Revenue
    Recognition
       50




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Earnings
    Per Share
        Year Ended December 31,2007


2006


2005(In thousands)Basic weighted average shares outstanding


338,516



346,123



300,336Dilutive effect of:Warrant


2,785



2,205



1,497Stock option and restricted share plans


6,457



6,504



8,476Convertible debentures










11,977Diluted weighted average shares outstanding


347,758



354,832



322,286   New
    Accounting Pronouncements
  No. 06-3 (EITF 06-3), EITF 06-3 EITF 06-3 EITF 06-3
  Fair Value Measurements
 51




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  2.
    Business
    Combinations         52




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Contingencies
      Year EndedDecember 31,2005(In thousands, except pershare amounts)(Unaudited)Revenues

$
5,077,127Income from continuing operations


486,484Net income


483,809Basic earnings per share from continuing operations


1.45Diluted earnings per share from continuing operations


1.38     3.
    Equity
    Investment Acquisition    4.
    Discontinued
    Operations     53




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005(In thousands)Revenues

$
2,299


$



$
Loss Before Income Taxes

$
30,303


$
14,686


$
5,925Benefit for Income taxes


8,934



4,949



2,039Loss from Discontinued Operation, Net of Taxes

$
21,369


$
9,737


$
3,886       Year EndedDecember 31,2007


2006(In thousands)Other Current Assets

$
4,563


$
1,715Property, Plant and Equipment, Net


21,639



24,377Other Assets






7,401Current Assets Held for Sale

$
26,202


$
33,493Accounts Payable

$
85


$
2,553Other Current Liabilities


169



4,826Other Liabilities


383



Current Liabilities Held for Sale

$
637


$
7,379       Year EndedDecember 31,2005(In thousands)Revenues

$
20,794Income Before Income Taxes

$
777Benefit for Income Taxes


434Net Income from Discontinued Operation, Net of Taxes

$
1,211  54




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Exit
    Costs, Severance, Restructuring and Asset Impairment
    Charges          Europe/


Middle East/North


Latin


West Africa/


North Africa/America


America


CIS


Asia


Corporate


Total(In thousands)Cost of Products

$
14,284


$
903


$
2,843


$
6,466


$



$
24,496Cost of Services


14,143



3,248



6,721



2,737







26,849Research and Development


9,000



















9,000Selling General & Administrative


21,152



















21,152Corporate General & Administrative


















32,738



32,738Total


58,579



4,151



9,564



9,203



32,738



114,235Cash Payments


(23,345
)


(750
)


(3,648
)


(622
)


(14,023
)


(42,388
)Non-cash Utilization


(35,234
)


(3,401
)


(5,916
)


(8,581
)


(15,852
)


(68,984
)Balance at December 31, 2007

$



$



$



$



$
2,863


$
2,863    55




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Universal
    Compression    7.
    Cash Flow
    Information  Non-cash
    Activities
    Supplemental
    Cash Flow Information
    Year Ended December 31,2007


2006


2005(In thousands)Interest paid

$
184,093


$
93,288


$
68,614Income taxes paid, net of refunds


372,025



147,973



114,198   8.
    Inventories    December 31,2007


2006(In thousands)Raw materials, components and supplies

$
373,383


$
330,006Work in process


118,407



98,920Finished goods


1,115,894



810,108$
1,607,684


$
1,239,034     9.
    Goodwill    Europe/West
    
    North America  (i) United States of America and
    (ii) Canada 56




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Latin America
    Europe/West Africa/CIS  (i) West Europe,
    (ii) Eastern Europe, (iii) West Africa, and
    (iv) Russia/ CIS
    Middle East/North Africa/Asia  (i) Middle
    East/North Africa and (ii) Asia Pacific    Europe/West


Middle East/North


Latin


Africa/


North Africa/America


America


CIS


Asia


TotalAs of December 31, 2005

$
1,695,869


$
116,302


$
412,566


$
576,582


$
2,801,319Goodwill acquired during period


122,936







1,073



11,931



135,940Disposals










(1,216
)






(1,216
)Purchase price and other adjustments


(30,310
)


24,727



50,095



3,337



47,849Impact of foreign currency translation


(29,409
)


5,478



37,168



3,460



16,697As of December 31, 2006


1,759,086



146,507



499,686



595,310



3,000,589Goodwill acquired during period


33,497



1,087



161,840



3,131



199,555Disposals


(19,626
)






(5,523
)






(25,149
)Purchase price and other adjustments


(153
)


4,494



1,060



374



5,775Impact of foreign currency translation


145,607



4,737



21,370



6,006



177,720As of December 31, 2007

$
1,918,411


$
156,825


$
678,433


$
604,821


$
3,358,490   10.
    Other
    Intangible Assets, Net    December 31, 2007


December 31, 2006Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


Net(In thousands)Acquired technology

$
344,765


$
(52,769
)

$
291,996


$
311,939


$
(26,620
)

$
285,319Licenses


238,153



(75,414
)


162,739



226,444



(60,316
)


166,128Patents


134,217



(50,644
)


83,573



127,799



(42,184
)


85,615Customer relationships


29,947



(6,497
)


23,450



27,043



(3,133
)


23,910Customer contracts


21,890



(6,547
)


15,343



21,890



(4,027
)


17,863Covenants not to compete


28,330



(25,820
)


2,510



24,831



(23,257
)


1,574Other


15,603



(9,616
)


5,987



15,761



(7,743
)


8,018Total finite-lived intangible assets


812,905



(227,307
)


585,598



755,707



(167,280
)


588,427Intangible assets with an indefinite useful life


11,401







11,401



11,401







11,401$
824,306


$
(227,307
)

$
596,999


$
767,108


$
(167,280
)

$
599,828    57




---



##### Table of Contents



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

$
53,4502009


52,3672010


51,3982011


50,5382012


49,048   11.
    Short-term
    Borrowings and Current Portion of Long-term Debt  December 31,2007


2006(In thousands)Revolving credit facility

$
491,000


$
75,321Commercial paper program


191,621



490,808Short-term bank loans


80,025



66,864Total Short-term Borrowings


762,646



632,993Current Portion of Long-term Debt


11,574



15,743Short-term Borrowings and Current Portion of Long-term Debt

$
774,220


$
648,736Weighted average interest rate on short-term borrowings
    outstanding during the year


5.39
%


5.27
%          58




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Long-term
    Debt  December 31,2007


2006(In thousands)6.625% Senior Notes due 2011

$
355,619


$
356,8745.95% Senior Notes due 2012


598,940



4.95% Senior Notes due 2013


254,681



255,3715.50% Senior Notes due 2016


348,732



348,6126.35% Senior Notes due 2017


599,539



6.50% Senior Notes due 2036


595,772



595,7246.80% Senior Notes due 2037


298,150



Foreign bank and other debt denominated in foreign currencies


18,098



12,253Capital lease obligations


8,378



11,241Other






2683,077,909



1,580,343Less amounts due in one year


11,574



15,743Long-term debt

$
3,066,335


$
1,564,600     2008

$
11,5742009


10,8812010


7,3752011


354,2932012


600,995Thereafter


2,092,791$
3,077,909        59




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended December 31,2007


2006(In thousands)6.625% Senior Notes due 2011


6.3
%


6.3
%5.95% Senior Notes due 2012


6.0
%


4.95% Senior Notes due 2013


4.8
%


4.8
%5.50% Senior Notes due 2016


5.5
%


5.5
%6.35% Senior Notes due 2017


6.4
%


6.50% Senior Notes due 2036


6.5
%


6.5
%6.80% Senior Notes due 2037


6.8
%


   13.
    Derivative
    Instruments  Interest
    Rate Swaps
      Other
    Derivative Instruments
     60




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Zero
    Coupon Convertible Senior Debentures      15.
    Shareholders
    Equity  Authorized
    Shares
    Share
    Repurchase Program
    Warrant
   61




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Share-Based
    Compensation Plans  Incentive
    Plan
      Stock
    Option Plans
      Restricted
    Share Plan
       62




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Executive
    Deferred Compensation Plan
      Pro
    Forma Compensation Expense
    Year EndedDecember 31,2005(In thousands, exceptper share amounts)Net Income:As reported

$
467,420Employee share-based compensation expense included in reported
    net income, net of income tax benefit


18,816Pro forma compensation expense, determined under fair value
    methods for all awards, net of income tax benefit


(29,745
)Pro forma

$
456,491Basic earnings per share:As reported

$
1.56Pro forma


1.52Diluted earnings per share:As reported

$
1.47Pro forma


1.44   Share-Based
    Compensation Expense and Activity
       63




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005Expected volatility


31.0
%


36.2
%


38.9
%Expected dividends


0.0
%


0.0
%


0.0
%Expected term (in years)


5.0



5.0



5.0Risk-free rate


4.5
%


4.7
%


4.4
%     Weighted-Weighted-


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions

Shares


Price


Term


Value(In thousands)Outstanding at January 1, 2007


9,914,297


$
14.77Granted


336,650



40.10Exercised


(2,473,343
)


13.82Forfeited






Outstanding at December 31, 2007


7,777,604



16.16



6.94


$
407,839Vested or Expected to Vest at December 31, 2007


7,777,604



16.16



6.94



407,839Exercisable at December 31, 2007


7,101,954



13.84



6.76



388,907       Weighted-Average





Weighted-AverageGrant Date





Grant DateRSA


Fair Value


RSU


Fair ValueNon-Vested at January 1, 2007


3,292,580


$
33.56



2,372,850


$
35.90Granted


1,071,347



48.59



739,768



54.07Vested


(1,637,028
)


33.29



(955,393
)


34.25Forfeited


(229,472
)


38.21



(308,775
)


37.29Non-Vested at December 31, 2007


2,497,427



39.03



1,848,450



42.49    64




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    17.
    Retirement
    and Employee Benefit Plans      Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, an amendment of FASB Statements
    No. 87, 88, 106, and 132(R)
      Year Ended December 31,2007


2006United





UnitedStates


International


States


International(In thousands)Benefit obligation at beginning of year

$
94,307


$
153,940


$
81,865


$
124,883Service cost


2,642



11,308



2,301



9,694Interest cost


5,391



8,189



4,154



6,575Plan participants contributions






3,436







2,823Business combinations






2,483







795Divestiture














(1,956
)Amendments


2,901



152



3,629



111Curtailments


(2,010
)






(2,658
)


Settlements


(8,606
)


(42
)


(7,484
)


(291
)Actuarial loss


21,887



7,606



14,245



554Currency fluctuations






7,325







14,843Benefits paid


(927
)


(5,204
)


(1,745
)


(4,091
)Benefit obligation at end of year

$
115,585


$
189,193


$
94,307


$
153,940  65




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006United





UnitedStates


International


States


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

$
12,023


$
120,447


$
12,150


$
91,271Actual return on plan assets


821



7,079



1,183



10,375Employer contribution


1,079



11,371



435



9,145Plan participants contributions






3,436







2,823Business combinations






1,338







Divestiture














(1,240
)Settlements


(2,478
)


(42
)






(291
)Currency fluctuations






4,054







12,041Benefits paid


(927
)


(4,764
)


(1,745
)


(3,677
)Fair value of plan assets at end of year


10,518



142,919



12,023



120,447Funded status

$
(105,067
)

$
(46,274
)

$
(82,284
)

$
(33,493
)     Year Ended December 31,2007


2006United





UnitedStates


International


States


International(In thousands)Noncurrent assets

$



$
136


$
41


$
121Current liabilities


(12,075
)






(6,202
)


Noncurrent liabilities


(92,992
)


(46,410
)


(76,123
)


(33,614
)     Year Ended December 31,2007


2006United





UnitedStates


International


States


International(In thousands)Net loss

$
53,177


$
16,297


$
37,269


$
7,080Net prior service costs (credit)


17,191



(1,271
)


18,279



(1,505
)Net transition asset






(25
)






(27
)Total accumulated other comprehensive income

$
70,368


$
15,001


$
55,548


$
5,548    66




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006United





UnitedStates


International


States


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

$
115,585


$
185,963


$
92,017


$
150,937Fair value of plan assets


10,518



139,281



9,691



117,097Plans with accumulated benefit obligation in excess of plan
    assets:Accumulated benefit obligation


84,034



151,352



65,551



136,680Fair value of plan assets


10,518



117,816



9,691



103,640     2007


2006


2005United





United





UnitedStates


International


States


International


States


International(In thousands)Service cost

$
2,642


$
11,308


$
2,301


$
9,694


$
2,417


$
8,573Interest cost


5,391



8,189



4,154



6,575



3,398



4,941Expected return on plan assets


(744
)


(8,003
)


(765
)


(6,126
)


(802
)


(4,018
)Amortization of transition asset






(4
)






(4
)






(3
)Amortization of prior service cost (credit)


2,108



(87
)


2,234



(104
)


2,457



323Settlements/curtailments


1,548



4



6,848







17,432



(2,385
)Amortization of net loss


4,224



208



1,807



549



1,140



11Net periodic benefit cost

$
15,169


$
11,615


$
16,579


$
10,584


$
26,042


$
7,442     2007UnitedStates


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

$
19,799


$
8,525Net prior service cost for the year


2,901



152Reclassification Adjustments:Net loss


(3,891
)


(212
)Prior service credit (cost)


(3,989
)


87Transition asset






4Total other comprehensive income:

$
14,820


$
8,556  67




---



##### Table of Contents



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


International(In thousands)Net loss

$
9,478


$
392Prior service costs (credit)


1,833



(84
)Transition asset






(4
)         Year Ended December 31,2007

2006Discount rate:United States plans

5.00 - 6.00%

5.00 - 5.50%International plans

1.94 - 8.10

1.90 - 5.80Rate of compensation increase:United States plans

8.00

8.00International plans

2.00 - 6.50

2.00 - 5.34     Year Ended December 31,2007

2006

2005Discount rate:United States plans

5.00 - 5.50%

5.00 - 5.50%

5.25% - 5.75%International plans

1.90 - 6.60

2.00 - 5.80

1.80 - 6.00Expected return on plan assets:United States plans

5.00 - 7.00

5.00 - 7.00

8.00International plans

4.00 - 6.82

4.00 - 7.50

4.00 - 7.00Rate of compensation increase:United States plans

8.00

6.00

4.00International plans

2.00 - 6.50

2.00 - 6.08

2.25 - 6.85    68




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007

2006United



UnitedStates

International

States

InternationalEquity


59
%


73
%


61
%


73
%Debt securities


40



18



38



18Other


1



9



1



9Total


100
%


100
%


100
%


100
%       United States

International2008

$
13,304


$
2,4502009


2,723



2,5812010


2,761



1,9192011


3,144



4,4532012


3,495



3,6542013 - 2017


22,893



40,275   18.
    Income
    Taxes    Year Ended December 31,2007


2006


2005(In thousands)Domestic

$
512,275


$
536,440


$
98,426Foreign


932,211



702,469



533,691$
1,444,486


$
1,238,909


$
632,117  69




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005(In thousands)Current:U.S. federal and state income taxes

$
(132,182
)

$
(82,177
)

$
605Foreign


(171,705
)


(190,883
)


(130,994
)Total current


(303,887
)


(273,060
)


(130,389
)Deferred:U.S. federal


(47,990
)


(78,819
)


(50,504
)Foreign


19,117



30,406



19,688Total deferred


(28,873
)


(48,413
)


(30,816
)$
(332,760
)

$
(321,473
)

$
(161,205
)     Year Ended December 31,2007


2006


2005(In thousands)Statutory federal income tax rate

$
(505,571
)

$
(433,618
)

$
(221,241
)Effect of state income tax, net and alternative minimum tax


(8,957
)


(1,910
)


(191
)Effect of domestic non-deductible expenses


(5,295
)


2,397



6,031Change in valuation allowance


(6,662
)


(8,395
)


(17,223
)Effect of foreign income tax, net


204,470



99,291



67,455Change in income tax reserve


(5,425
)


7,500



8,744Other


(5,320
)


13,262



(4,780
)$
(332,760
)

$
(321,473
)

$
(161,205
)        70




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,2007


2006(In thousands)Deferred tax assets:Domestic and foreign operating losses

$
109,898


$
103,607Accrued liabilities and reserves


173,855



158,690Tax credits


34,343



26,277Other differences between financial and tax basis


63,626



59,733Differences between financial and tax basis inventory


51,590



25,375Valuation allowance


(61,626
)


(51,808
)Total deferred tax assets


371,686



321,874Deferred tax liabilities:Property, plant and equipment


(156,073
)


(113,916
)Goodwill and other intangibles


(181,626
)


(164,539
)Unremitted foreign earnings


(18,787
)


Other differences between financial and tax basis


(10,555
)


(5,227
)Total deferred tax liabilities


(367,041
)


(283,682
)Net deferred tax assets

$
4,645


$
38,192          71




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Balance at January 1, 2007

$
33,891Additions as a result of tax positions taken during a prior
    period


9,451Reductions as a result of tax positions taken during a prior
    period


(3,076
)Additions as a result of tax positions taken during the current
    period


Reductions relating to tax settlements with taxing authorities


(2,080
)Reductions as a result of a lapse of the applicable statute of
    limitations


(381
)Balance at December 31, 2007

$
37,805           19.
    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
   73




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.
    Commitments  Operating
    Leases
    2008

$
71,8092009


52,3482010


39,1162011


30,8552012


21,130Thereafter


130,455$
345,713     21.
    Segment
    Information  Reporting
    Segments
      74




---



##### Table of Contents



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


$
1,012,402


$
277,222


$
722,277


$
6,265,186Latin America


882,318



201,810



74,089



198,321



1,209,846Europe/West Africa/CIS


1,188,519



293,823



86,768



230,990



2,005,391Middle East/North Africa/Asia


1,823,769



416,058



158,321



446,215



3,027,4567,832,062



1,924,093



596,400



1,597,803



12,507,879Corporate and Other(a)






(299,757
)


9,826



37,238



656,876Total

$
7,832,062


$
1,624,336


$
606,226


$
1,635,041


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


Income


DepreciationOperating


From


and


Capital


Total Assets atRevenues


Operations


Amortization


Expenditures


December 31, 2006(In thousands)North America

$
3,672,630


$
1,035,804


$
223,895


$
525,248


$
5,290,389Latin America


726,197



132,616



64,864



85,393



959,141Europe/West Africa/CIS


827,343



171,437



65,540



102,259



1,272,906Middle East/North Africa/Asia


1,352,758



279,852



117,599



304,553



2,330,9116,578,928



1,619,709



471,898



1,017,453



9,853,347Corporate and Other(a)






(265,022
)


11,050



33,647



252,408Total

$
6,578,928


$
1,354,687


$
482,948


$
1,051,100


$
10,105,755   Year Ended December 31, 2005Net


Income


Depreciation





Total Assets atOperating


From


and


Capital


December 31,Revenues


Operations(b)


Amortization


Expenditures


2005(In thousands)North America

$
2,400,705


$
460,880


$
161,336


$
249,430


$
4,471,451Latin America


423,974



58,463



38,981



48,076



783,869Europe/West Africa/CIS


659,308



117,489



55,679



56,236



1,073,728Middle East/North Africa/Asia


849,240



151,018



70,396



149,758



1,818,2344,333,227



787,850



326,392



503,500



8,147,282Corporate and Other(a)






(217,252
)


7,938



19,341



420,519Total

$
4,333,227


$
570,598


$
334,330


$
522,841


$
8,567,801     (a)
    
    Includes research and development expenses which are not
    allocated geographically.(b)
    
    Includes exit costs and restructuring charges of approximately
    $59 million, $4 million, $9 million,
    $9 million and $33 million in North America, Latin
    America, Europe/West Africa/CIS, Middle East/North Africa/Asia
    and Corporate, respectively. 75




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Products
    and Services
    Year Ended December 31,2007


2006


2005Artificial Lift Systems


18
%


18
%


21
%Well Construction


16



15



17Drilling Services


15



15



12Drilling Tools


12



12



13Completion Systems


10



10



13Wireline


8



10



7Re-entry & Fishing


8



8



7Stimulation & Chemicals


6



6



6Integrated Drilling


5



5



2Pipeline & Specialty Services


2



1



2Total


100
%


100
%


100
%   Geographic
    Areas
    Revenues from Unaffiliated Customers


Long-Lived Assets2007


2006


2005


2007


2006


2005(In thousands)United States

$
2,955,108


$
2,512,840


$
1,609,209


$
3,612,886


$
2,925,719


$
1,294,118Canada


982,348



1,159,790



791,496



1,259,620



1,290,986



1,515,343Other Countries


3,894,606



2,906,298



1,932,522



3,800,718



2,496,787



3,072,410$
7,832,062


$
6,578,928


$
4,333,227


$
8,673,224


$
6,713,492


$
5,881,871  76




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.
    Quarterly
    Financial Data (Unaudited)    1st Qtr.


2nd Qtr.


3rd Qtr.


4th Qtr.


Total(In thousands, except per share amounts)2007Revenues

$
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 Operations


(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

$
0.84


$
0.52


$
0.87


$
0.99


$
3.23Discontinued Operation


(0.01
)


(0.03
)


(0.00
)


(0.01
)


(0.07
)Net Income

$
0.83


$
0.49


$
0.87


$
0.98


$
3.16Diluted Earnings Per Share:Continuing Operations

$
0.82


$
0.51


$
0.85


$
0.97


$
3.14Discontinued Operation


(0.01
)


(0.03
)


(0.01
)


(0.02
)


(0.06
)Net Income

$
0.81


$
0.48


$
0.84


$
0.95


$
3.082006Revenues

$
1,536,011


$
1,538,576


$
1,696,753


$
1,807,588


$
6,578,928Gross Profit


551,649



540,304



618,907



655,235



2,366,095Income from Continuing Operations


206,524



188,495



236,142



274,945



906,106Loss from Discontinued Operations


(3,207
)


(1,648
)


(1,939
)


(2,943
)


(9,737
)Net Income


203,317



186,847



234,203



272,002



896,369Basic Earnings Per Share:Continuing Operations

$
0.59


$
0.54


$
0.68


$
0.81


$
2.62Discontinued Operation


(0.01
)


(0.00
)


(0.00
)


(0.01
)


(0.03
)Net Income

$
0.58


$
0.54


$
0.68


$
0.80


$
2.59Diluted Earnings Per Share:Continuing Operations

$
0.58


$
0.53


$
0.67


$
0.79


$
2.55Discontinued Operation


(0.01
)


(0.01
)


(0.01
)


(0.01
)


(0.02
)Net Income

$
0.57


$
0.52


$
0.66


$
0.78


$
2.53   23.
    Subsequent
    Events   77




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24.
    Consolidating
    Financial Statements         78




---



##### Table of Contents



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


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)ASSETSCurrent 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



401,590







515,538Shareholders 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 Balance Sheet
    December 31, 2006
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)ASSETSCurrent Assets:Cash and Cash Equivalents

$
35


$
2,271


$
123,981


$



$
126,287Other Current Assets


131



3,739



3,261,618







3,265,488166



6,010



3,385,599







3,391,775Equity Investments in Affiliates


10,009,855



3,502,589



12,935,625



(26,448,069
)


Shares Held in Parent






132,541



548,575



(681,116
)


Intercompany Receivables, Net


329,237



1,333,181







(1,662,418
)


Other Assets


40,897



8,517



6,698,059







6,747,473$
10,380,155


$
4,982,838


$
23,567,858


$
(28,791,603
)

$
10,139,248LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current Portion of Long-term Debt

$
491,542


$
9,272


$
147,922


$



$
648,736Accounts Payable and Other Current Liabilities


33,788



3,887



1,356,734







1,394,409525,330



13,159



1,504,656







2,043,145Long-term Debt


1,198,973



355,318



10,309







1,564,600Intercompany Payables, Net










1,662,418



(1,662,418
)


Other Long-term Liabilities


72,789



57,119



226,796







356,704Shareholders Equity


8,583,063



4,557,242



20,163,679



(27,129,185
)


6,174,799$
10,380,155


$
4,982,838


$
23,567,858


$
(28,791,603
)

$
10,139,248  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
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)Revenues

$



$



$
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










(19,751
)






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


1,058,491



1,262,288



1,210,624



(2,439,428
)


1,091,975Income (Loss) 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
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)Revenues

$



$



$
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










(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 Operations
    Year Ended December 31, 2005
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)Revenues

$



$



$
4,333,227


$



$
4,333,227Costs and Expenses


(16,524
)


(912
)


(3,745,193
)






(3,762,629
)Operating Income (Loss)


(16,524
)


(912
)


588,034







570,598Other Income (Expense):Gain on Sale of Universal Common Stock


115,456















115,456Debt Redemption Expense






(4,733
)










(4,733
)Interest Expense, Net


(22,953
)


(43,324
)


(2,704
)






(68,981
)Intercompany Charges, Net


(35,500
)


104,146



(68,646
)






Equity in Subsidiary Income


411,695



376,282







(787,977
)


Other, Net


15,598



(315
)


4,494







19,777Income (Loss) from Continuing Operations Before Income Taxes and
    Minority Interest


467,772



431,144



521,178



(787,977
)


632,117Provision for Income Taxes


(352
)


(19,449
)


(141,404
)






(161,205
)Income (Loss) from Continuing Operations Before Minority Interest


467,420



411,695



379,774



(787,977
)


470,912Minority Interest, Net










(817
)






(817
)Income (Loss) from Continuing Operations


467,420



411,695



378,957



(787,977
)


470,095Loss from Discontinued Operation, Net of Taxes










(2,675
)






(2,675
)Net Income (Loss)

$
467,420


$
411,695


$
376,282


$
(787,977
)

$
467,420  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
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)Cash 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 Operating Activities:Charges from Parent or Subsidiary


100,538



(206,371
)


105,833







(Income) Loss from Discontinued Operations


(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 Operations


















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
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)Cash 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 Operations










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
    Operations


3,151



(43,031
)


1,133,786







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










(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 Operations










(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


















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



WEATHERFORD
    INTERNATIONAL, LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2005
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)Cash Flows from Operating Activities:Net Income (Loss)

$
467,420


$
411,695


$
376,282


$
(787,977
)

$
467,420Adjustments to Reconcile Net Income (Loss) to Net Cash Provided
    (Used) by Operating Activities:Loss from Discontinued Operations










2,675







2,675Gain on Sale of Universal Common Stock


(115,456
)














(115,456
)Non-cash Portion of Exit Costs and Restructuring Charges


8,191







57,009







65,200Charges from Parent or Subsidiary


35,500



(104,146
)


68,646







Equity in (Earnings) Loss of Affiliates


(411,695
)


(376,282
)






787,977



Deferred Income Tax Provision






19,839



10,977







30,816Other Adjustments


(172,771
)


(177,042
)


406,680







56,867Net Cash Provided (Used) by Operating Activities-Continuing
    Operations


(188,811
)


(225,936
)


922,269







507,522Net Cash Used by Operating Activities- Discontinued Operations










(4,428
)






(4,428
)Net Cash Provided (Used) by Operating Activities


(188,811
)


(225,936
)


917,841







503,094Cash Flows from Investing Activities:Acquisitions of Businesses, Net of Cash Acquired










(991,067
)






(991,067
)Capital Expenditures for Property, Plant and Equipment










(522,841
)






(522,841
)Acquisition of Intellectual Property










(13,423
)






(13,423
)Proceeds from Sale of Universal Common Stock


276,750















276,750Proceeds from Sale of Assets and Businesses, Net










15,874







15,874Other, Net










(16,424
)






(16,424
)Net Cash Provided (Used) by Investing Activities-Continuing
    Operations


276,750







(1,527,881
)






(1,251,131
)Net Cash Used by Investing Activities  Discontinued
    Operations










(3,777
)






(3,777
)Net Cash Provided (Used) by Investing Activities


276,750







(1,531,658
)






(1,254,908
)Cash Flows from Financing Activities:Borrowings of Short-term Debt, Net


716,927



1,885



12,320







731,132Borrowings of (Repayments on) Long-term Debt, Net






1,736



(4,110
)






(2,374
)Redemption of Convertible Debentures






(348,816
)










(348,816
)Proceeds from Exercise of Stock Options






191,127











191,127Borrowings (Repayments) Between Subsidiaries, Net


(943,721
)


309,596



634,125







Other, Net






(473
)


(487
)






(960
)Net Cash Provided (Used) by Financing Activities-Continuing
    Operations


(226,794
)


155,055



641,848







570,109Net Cash Provided by Financing Activities- Discontinued
    Operations


















Net Cash Provided (Used) by Financing Activities


(226,794
)


155,055



641,848







570,109Effect of Exchange Rate Changes on Cash and Cash Equivalents










(1,489
)






(1,489
)Net Increase (Decrease) in Cash and Cash Equivalents


(138,855
)


(70,881
)


26,542







(183,194
)Cash and Cash Equivalents at Beginning of Year


138,979



74,053



104,407







317,439Cash and Cash Equivalents at End of Year

$
124


$
3,172


$
130,949


$



$
134,245  86




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##### Table of Contents



Item 9.
    Changes
    in and Disagreement with Accountants on Accounting and Financial
    Disclosure   
  Item 9A.
    Controls
    and Procedures  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
 87




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##### 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


2,406


$
48.81



7,430Equity compensation plans not approved by shareholders(a)


16,353



23.17



Total


18,759



26.46



7,430     (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, and all
    employees are eligible to receive options under the Plan. The
    Plan provides for the grant of nonqualified options to purchase
    Common Shares of Weatherford International Ltd. 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
    44,000,000 shares. As of December 31, 2007, there were
    options to purchase an aggregate of 5,523,262 Common Shares
    outstanding under this Plan, of which options to purchase an
    aggregate of 5,423,262 Common Shares were vested. Subsequent to
    the shareholder approval of the Companys Omnibus Plan in
    May 2006, future grants under this plan have been suspended.On September 8, 1998, July 5, 2000, and
    September 26, 2001, the Company granted to each of its
    directors other than Mr. Duroc-Danner an option or warrant
    to purchase 187,264, 120,000 and 120,000 Common Shares,
    respectively, at a purchase price per share equal to $5.8075,
    $18.375 and $11.885, respectively, which was the fair market
    value of our Common Shares as of the day we granted the options
    or warrant. The options and warrants were issued under
    agreements between us and the directors. Each option or warrant
    is exercisable for a period of ten years from the date which it
    becomes fully exercisable. The options and warrant granted on
    September 8, 1998 and July 5, 2000 become fully
    exercisable three years from the date of grant, and the options
    and warrant granted on September 26, 2001 become 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 the Company. Under these agreements there were
    options and warrants to purchase an aggregate of 1,672,992
    Common Shares outstanding as of December 31, 2007, all of
    which are fully vested.Under our Non-Employee Director Deferred Compensation 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 88




---



##### Table of Contents



elects to defer at least 5% of his fees, the Company will make
    an additional contribution to the directors account equal
    to the sum of (1) 7.5% of the directors fees plus
    (2) the amount of fees deferred by the director. The
    non-employee directors are fully vested at all times. The
    Companys directors may generally determine when
    distributions will be made from the plan. 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, 2007, there were
    64,480 deferred units outstanding under this plan.The Company established its Foreign Executive Deferred
    Compensation Stock Ownership Plan for key foreign employees.
    Under the Companys Foreign Executive Deferred Compensation
    Stock Ownership Plan, the Company contributes 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 Foreign Executive Deferred
    Compensation Stock Ownership Plan, the Companys
    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 Foreign Executive
    Deferred Compensation Stock Ownership Plan after a participant
    retires, becomes disabled or dies or after his employment is
    terminated. Distributions under the Foreign Executive Deferred
    Compensation Stock Ownership 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, 2007, there were 97,036 deferred units
    outstanding under this plan.On February 28, 2002, the Company issued Shell Technology
    Ventures Inc. a warrant to purchase up to 6,464,428 Common
    Shares at a price of $30.00 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.In 2003, the Companys Board of Directors approved a
    restricted share plan that allows for the grant of up to
    7,670,000 of our Common Shares to key employees and directors of
    the Company. 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, 2007, there were 6,602,123 shares granted
    under this plan, of which 4,071,184 shares are vested.
    Subsequent to the shareholder approval of the Companys
    Omnibus Plan in May 2006, future grants under this plan have
    been suspended. 
  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         89




---



##### Table of Contents



Exhibits:
  ExhibitNumber

Description1
.1

Purchase Agreement, dated June 13, 2007, among Weatherford
    International Ltd., Weatherford International, Inc., and Morgan
    Stanley & Co. Incorporated, Deutsche Bank Securities
    Inc. and UBS Securities LLC (incorporated by reference to
    Exhibit 1.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed on June 18, 2007)2
.1

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

Agreement and Plan of Merger dated May 8, 2002, among
    Weatherford International, Inc., Weatherford Merger, Inc.,
    Weatherford International Ltd. and Weatherford U.S. Holdings LLC
    (incorporated by reference to Exhibit 2.1 to Amendment
    No. 1 to the Registration Statement on
    Form S-4
    (Reg.
    No. 333-85644)
    filed on May 22, 2002).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

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
.3

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
.4

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
.5

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
.6

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
.7

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
.8

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
.9

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
.10

Officers Certificate dated as of February 17, 2006
    (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). 90




---



##### Table of Contents



ExhibitNumber

Description4
.11

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
.12

Amended and Restated Warrant Agreement, dated effective as of
    July 12, 2006, by and among Weatherford International,
    Ltd., Weatherford International, Inc. and Shell Technology
    Ventures, Inc. (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed July 14, 2006).4
.13

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
.14

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
.15

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
.16

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
.17

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
.18

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
.19

Registration Rights Agreement, dated June 18, 2007, among
    Weatherford International Ltd., Weatherford International, Inc.,
    and Morgan Stanley & Co. Incorporated, Deutsche Bank
    Securities Inc. and UBS Securities LLC (incorporated by
    reference to Exhibit 4.3 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed on June 18, 2007).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

Amendment to Preferred Supplier Agreement dated April 14,
    2003 (incorporated by reference to Exhibit 10.1 to the
    Grant Prideco Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2003 (File
    No. 1-15423),
    filed May 15, 2003)*10
.6

Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended and
    restated (incorporated by reference to Exhibit 10.4 to
    Weatherford Enterra, Inc.s Annual Report on
    Form 10-K
    for the year ended December 31, 1996 (File 1-7867) filed
    March 23, 1997).*10
.7

2004 Weatherford Variable Compensation Plan, Including Form of
    Award Letter (incorporated by reference to Exhibit 10.1 to
    the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004 (File
    No. 1-31339)
    filed November 9, 2004).*10
.8

Weatherford Variable Compensation Plan (incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed January 25, 2005). 91




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##### Table of Contents



ExhibitNumber

Description*10
.9

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
.10

Weatherford International, Inc. Executive Deferred Compensation
    Stock Ownership Plan and Related Trust Agreement
    (incorporated by reference to Exhibit 10.5 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
.11

Amended and Restated Weatherford International Ltd. Nonqualified
    Executive Retirement Plan (incorporated by reference to
    Exhibit 10.11 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
.12

Weatherford International, Inc. Foreign Executive Deferred
    Compensation Stock Plan (incorporated by reference to
    Exhibit 10.4 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
.13

Weatherford International Incorporated Non-Employee Director
    Retirement Plan (incorporated by reference to Exhibit 10.12
    to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004 (File
    No. 1-13086)
    filed March 11, 2005.)*10
.14

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

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
.16

Energy Ventures, Inc. 1991 Non-Employee Director Stock Option
    Plan and Form of Agreement (incorporated by reference to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 1991 (File
    No. 1-13086)
    filed August 8, 1991).*10
.17

Energy Ventures, Inc. 1992 Employee Stock Option Plan, as
    amended (incorporated by reference to Exhibit 4.7 to the
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-13531)
    filed October 4, 1997).*10
.18

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
.19

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
.20

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
.21

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
.22

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
.23

Employment Agreement, dated as of December 1, 2005, between
    Weatherford International Ltd. and Hazel A. Brown (incorporated
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 2, 2005).*10
.24

Employment Agreement, dated as of September 29, 2005,
    between Weatherford International Ltd. and Andrew P. Becnel
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 5, 2005).*10
.25

Employment Agreement, dated as of September 1, 2005,
    between Weatherford International Ltd. and John R. King
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed September 7, 2005).*10
.26

Employment Agreement, dated as of September 1, 2005,
    between Weatherford International Ltd. and Ian E. Kelly
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed September 7, 2005). 92




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##### Table of Contents



ExhibitNumber

Description*10
.27

Employment Agreements dated August 1, 2003, between
    Weatherford International Ltd. and each of M. David Colley, E.
    Lee Colley III, 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
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003 (File
    No. 1-31339)
    filed November 6, 2003).*10
.28

Indemnification Agreement, dated as of December 1, 2005,
    between Weatherford International Ltd. and Hazel A. Brown
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 2, 2005).*10
.29

Indemnification Agreement, dated as of September 29, 2005,
    between Weatherford International Ltd. and John R. King
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 5, 2005).*10
.30

Indemnification Agreement, dated as of September 29, 2005,
    between Weatherford International Ltd. and Ian E. Kelly
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 5, 2005).*10
.31

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
.32

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
.33

Indemnification Agreements with each of Bernard J. Duroc-Danner,
    Gary L. Warren, Burt M. Martin, E. Lee Colley III, Stuart E.
    Ferguson, David J. Butters, Robert A. Rayne, Robert K. Moses,
    Jr., Robert B. Millard, William E. Macaulay and Sheldon B. Lubar
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002 (File
    No. 1-13086)
    filed November 13, 2002).*10
.34

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
.35

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
.36

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
.37

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
.38

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
.39

License Agreement among Shell Technology Ventures Inc.,
    Weatherford/Lamb, Inc. and Weatherford International, Inc. dated
    March 1, 2002, as amended on April 29, 2002
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002 (File
    No. 1-13086)
    filed May 15, 2002).10
.40

Framework Agreement between Shell Technology Ventures Limited
    and Weatherford International, Inc. dated March 1, 2002, as
    amended on April 19, 2002 (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002 (File
    No. 1-13086)
    filed May 15, 2002).10
.41

Agreement dated August 31, 2005, between Weatherford
    International Ltd. and Precision Drilling Corporation
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed September 7, 2005).*10
.42

Employment Agreement dated October 27, 2006, between
    Weatherford International Ltd. and Andrew P. Becnel
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 27, 2006). 93




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##### Table of Contents



ExhibitNumber

Description*10
.43

Employment Agreement dated October 27, 2006, between
    Weatherford International Ltd. and Jessica Abarca (incorporated
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 27, 2006).*10
.44

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
.45

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
.46

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
.47

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
.48

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
.49

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
.50

Employment Agreement, dated as of June 11,2007, between
    Weatherford International Ltd 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 June 11, 2007).*10
.51

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
.52

Amendment dated February 6, 2008, to the Weatherford
    International Ltd. Nonqualified Executive Retirement Plan, as
    amended and restated as of February 22, 2007. (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed February 6, 2008)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
    Financial Statement Schedules
   94




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##### Table of Contents



SCHEDULE II
    WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES
    VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
    FOR THE THREE YEARS ENDED DECEMBER 31, 2007
  AdditionsBalance at


Charged to








Balance atBeginning


Costs and








End ofDescription

of Period


Expenses


Collections


Deductions


Period(In thousands)Year 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
)

$
13,452Year Ended December 31, 2005:Allowance for uncollectible accounts receivable

$
15,910


$
3,291


$
824


$
(7,815
)

$
12,210    95




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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 21, 2008/s/  Andrew
    P. BecnelAndrew
    P. Becnel

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

February 21, 2008/s/  Jessica
    AbarcaJessica
    Abarca

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

February 21, 2008/s/  Nicholas
    F. BradyNicholas
    F. Brady

Director

February 21, 2008/s/  David
    J. ButtersDavid
    J. Butters

Director

February 21, 2008/s/  Sheldon
    B. LubarSheldon
    B. Lubar

Director

February 21, 2008/s/  William
    E. MacaulayWilliam
    E. Macaulay

Director

February 21, 2008/s/  Robert
    B. MillardRobert
    B. Millard

Director

February 21, 2008/s/  Robert
    K. Moses, Jr.Robert
    K. Moses, Jr.

Director

February 21, 2008/s/  Robert
    A. RayneRobert
    A. Rayne

Director

February 21, 2008  96




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##### Table of Contents



EXHIBIT
    INDEX
  ExhibitNumber

Description1
.1

Purchase Agreement, dated June 13, 2007, among Weatherford
    International Ltd., Weatherford International, Inc., and Morgan
    Stanley & Co. Incorporated, Deutsche Bank Securities
    Inc. and UBS Securities LLC (incorporated by reference to
    Exhibit 1.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed on June 18, 2007)2
.1

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

Agreement and Plan of Merger dated May 8, 2002, among
    Weatherford International, Inc., Weatherford Merger, Inc.,
    Weatherford International Ltd. and Weatherford U.S. Holdings LLC
    (incorporated by reference to Exhibit 2.1 to Amendment
    No. 1 to the Registration Statement on
    Form S-4
    (Reg.
    No. 333-85644)
    filed on May 22, 2002).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

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
.3

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
.4

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
.5

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
.6

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
.7

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
.8

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
.9

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
.10

Officers Certificate dated as of February 17, 2006
    (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).




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##### Table of Contents



ExhibitNumber

Description4
.11

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
.12

Amended and Restated Warrant Agreement, dated effective as of
    July 12, 2006, by and among Weatherford International,
    Ltd., Weatherford International, Inc. and Shell Technology
    Ventures, Inc. (incorporated by reference to Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed July 14, 2006).4
.13

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
.14

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
.15

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
.16

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
.17

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
.18

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
.19

Registration Rights Agreement, dated June 18, 2007, among
    Weatherford International Ltd., Weatherford International, Inc.,
    and Morgan Stanley & Co. Incorporated, Deutsche Bank
    Securities Inc. and UBS Securities LLC (incorporated by
    reference to Exhibit 4.3 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed on June 18, 2007).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

Amendment to Preferred Supplier Agreement dated April 14,
    2003 (incorporated by reference to Exhibit 10.1 to the
    Grant Prideco Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2003 (File
    No. 1-15423),
    filed May 15, 2003)*10
.6

Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended and
    restated (incorporated by reference to Exhibit 10.4 to
    Weatherford Enterra, Inc.s Annual Report on
    Form 10-K
    for the year ended December 31, 1996 (File 1-7867) filed
    March 23, 1997).




---



##### Table of Contents



ExhibitNumber

Description*10
.7

2004 Weatherford Variable Compensation Plan, Including Form of
    Award Letter (incorporated by reference to Exhibit 10.1 to
    the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004 (File
    No. 1-31339)
    filed November 9, 2004).*10
.8

Weatherford Variable Compensation Plan (incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed January 25, 2005).*10
.9

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
.10

Weatherford International, Inc. Executive Deferred Compensation
    Stock Ownership Plan and Related Trust Agreement
    (incorporated by reference to Exhibit 10.5 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
.11

Amended and Restated Weatherford International Ltd. Nonqualified
    Executive Retirement Plan (incorporated by reference to
    Exhibit 10.11 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
.12

Weatherford International, Inc. Foreign Executive Deferred
    Compensation Stock Plan (incorporated by reference to
    Exhibit 10.4 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
.13

Weatherford International Incorporated Non-Employee Director
    Retirement Plan (incorporated by reference to Exhibit 10.12
    to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004 (File
    No. 1-13086)
    filed March 11, 2005.)*10
.14

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

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
.16

Energy Ventures, Inc. 1991 Non-Employee Director Stock Option
    Plan and Form of Agreement (incorporated by reference to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 1991 (File
    No. 1-13086)
    filed August 8, 1991).*10
.17

Energy Ventures, Inc. 1992 Employee Stock Option Plan, as
    amended (incorporated by reference to Exhibit 4.7 to the
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-13531)
    filed October 4, 1997).*10
.18

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
.19

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
.20

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
.21

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
.22

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
.23

Employment Agreement, dated as of December 1, 2005, between
    Weatherford International Ltd. and Hazel A. Brown (incorporated
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 2, 2005).*10
.24

Employment Agreement, dated as of September 29, 2005,
    between Weatherford International Ltd. and Andrew P. Becnel
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 5, 2005).




---



##### Table of Contents



ExhibitNumber

Description*10
.25

Employment Agreement, dated as of September 1, 2005,
    between Weatherford International Ltd. and John R. King
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed September 7, 2005).*10
.26

Employment Agreement, dated as of September 1, 2005,
    between Weatherford International Ltd. and Ian E. Kelly
    (incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed September 7, 2005).*10
.27

Employment Agreements dated August 1, 2003, between
    Weatherford International Ltd. and each of M. David Colley, E.
    Lee Colley III, 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
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003 (File
    No. 1-31339)
    filed November 6, 2003).*10
.28

Indemnification Agreement, dated as of December 1, 2005,
    between Weatherford International Ltd. and Hazel A. Brown
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed December 2, 2005).*10
.29

Indemnification Agreement, dated as of September 29, 2005,
    between Weatherford International Ltd. and John R. King
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 5, 2005).*10
.30

Indemnification Agreement, dated as of September 29, 2005,
    between Weatherford International Ltd. and Ian E. Kelly
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 5, 2005).*10
.31

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
.32

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
.33

Indemnification Agreements with each of Bernard J. Duroc-Danner,
    Gary L. Warren, Burt M. Martin, E. Lee Colley III, Stuart E.
    Ferguson, David J. Butters, Robert A. Rayne, Robert K. Moses,
    Jr., Robert B. Millard, William E. Macaulay and Sheldon B. Lubar
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002 (File
    No. 1-13086)
    filed November 13, 2002).*10
.34

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
.35

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
.36

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
.37

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
.38

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
.39

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




---



##### Table of Contents



ExhibitNumber

Description10
.40

Framework Agreement between Shell Technology Ventures Limited
    and Weatherford International, Inc. dated March 1, 2002, as
    amended on April 19, 2002 (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002 (File
    No. 1-13086)
    filed May 15, 2002).10
.41

Agreement dated August 31, 2005, between Weatherford
    International Ltd. and Precision Drilling Corporation
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed September 7, 2005).*10
.42

Employment Agreement dated October 27, 2006, between
    Weatherford International Ltd. and Andrew P. Becnel
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 27, 2006).*10
.43

Employment Agreement dated October 27, 2006, between
    Weatherford International Ltd. and Jessica Abarca (incorporated
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 27, 2006).*10
.44

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
.45

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
.46

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
.47

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
.48

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
.49

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
.50

Employment Agreement, dated as of June 11,2007, between
    Weatherford International Ltd 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 June 11, 2007).*10
.51

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
.52

Amendment dated February 6, 2008, to the Weatherford
    International Ltd. Nonqualified Executive Retirement Plan, as
    amended and restated as of February 22, 2007. (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed February 6, 2008)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.