##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006ORo

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
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
      Title of Class

Outstanding at February 20, 2007Common Shares, $1.00 Par Value

338,159,117   DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




---



TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved SEC 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 DataINDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULEMANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGReport of Independent Registered Public Accounting FirmReport of Independent Registered Public Accounting FirmCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF INCOMECONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYCONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSItem 9. Changes in and Disagreement with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSCHEDULE II WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES FOR THE THREE YEARS ENDED DECEMBER 31, 2006SIGNATURESAmended and Restated Nonqualified Executive Retirement PlanForm of Restricted Share Unit Award Agreement for OfficersForm of Stock Option Award Agreement for OfficersForm of Restricted Share Award Agreement for Non-employee DirectorsForm of Restricted Share Award Agreement for OfficersForm of Stock Option Award Agreement for Non-Employee DirectorsSubsidiariesConsent of Ernst & Young LLPCertification 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        
    Evaluation, Drilling & Intervention
    Services.  This division provides performance
    drilling and evaluation services, well construction, drilling
    tools and intervention services. In addition, this division
    provides light, medium and heavy duty land drilling rigs,
    drilling and maintenance crews, supervisory personnel and camp
    and catering services.
    Completion & Production Systems.  This
    division provides conventional and intelligent completion
    systems, all forms of artificial lift systems, injection
    services, fracturing technologies, production optimization, well
    services and pipeline services. In addition, this division
    provides a variety of pumping systems for the energy,
    industrial, chemical and municipal markets.          (713) 693-4000, Form 10-K, Form 10-Q, Form 8-K,
 1




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Strategy
      
    Continuously improving the efficiency, productivity and quality
    of our products and services and their respective delivery in
    order to grow revenues and operating margins in all of our
    geographic markets at a rate exceeding underlying market
    activity;
    Through a commitment to innovation and invention, developing and
    commercializing new products and services capable of meeting
    evolving needs of our customers; and
    Further extending our global infrastructure in scope and scale
    at a level consistent with meeting customer demand for our
    products and services in an efficient manner.  Markets
         2




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and/or
  Evaluation,
    Drilling & Intervention Services Division
        Performance
    Drilling & Evaluation Services
  ® ®
  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. 3




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We have three significant market differentiators in this sector:
    1) the hostile environment logging
    (HELtm)
    MWD system, specifically designed for deepwater, deep-well and
    high temperature/high pressure environments; 2) the
    EMpulsetm
    electromagnetic MWD system, which provides drilling data in an
    environment where traditional signal transmissions potentially
    could not, such as underbalanced drilling; and 3) the
    PrecisionLWDtm
    system, which represents the latest generation measurement
    technology. This system allows some of the fastest logging
    speeds and possesses some of the highest temperature and
    pressure ratings in the world. In 2005, we logged the
    worlds deepest offshore well at over 34,000 feet and
    over 29,000 psi, demonstrating that this system can operate
    reliably in challenging environments.  
    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. A
    key differentiator for us is our
    Revolution®point-the-bit
    RSS, an automated downhole assembly that provides precise
    wellbore steering while maximizing rate of penetration and
    providing a high quality wellbore.
    Directional drilling services.  These services
    include surveying, design and operational support for
    directional and horizontal drilling; products include drilling
    motors and other associated equipment.  state-of-the-art Revolution
  
    Drilling-with-casing and drilling-with-liner
    systems.  These systems allow operators to
    simultaneously drill, case and evaluate oil and natural gas
    wells. Our DwCand DwLtechniques eliminate
    downhole complexity, reducing expensive rig modifications and
    the number of trips downhole. Consequently, well construction is
    simplified, and productivity can be improved when drilling
    through the reservoir. Our offerings include
    DrillShoetm
    systems,
    XpandaBittm,
    liner drilling systems,
    TorkHeadtm
    top-drive casing reamer tools and centralizers. As of the end of
    2006, we have run a total of more than 600 DwCand DwLjobs.  Controlled Pressure Drilling & 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. Traditional
    drilling methods, on the other hand, use weighted drilling
    fluids that not only prevent the flow of hydrocarbons during
    drilling but permeate the formation, sometimes causing
    significant formation damage and limiting the production of
    hydrocarbons. 4




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
    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. We
    offer a variety of fluids in the forms of air drilling systems,
    mist drilling systems, and foam drilling systems, including our
    patented
    Trans-Foam®
    recyclable drilling fluid system and aerated fluid drilling
    systems.        Wireline Services
  
    Open Hole Logging  This service helps locate
    oil and gas by measuring certain characteristics of geological
    formations and providing permanent records called
    logs. Open hole logging can be performed at
    different intervals during the well drilling process or
    immediately after a well is drilled. The logging data provides a
    valuable benchmark to which future well management decisions may
    be referenced. The open hole sensors 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.    tm and/or Compact Compact
  
    Cased Hole Logging  This service is performed
    at various times throughout the life of the well and includes
    perforating, completion logging, production logging and casing
    integrity services. After the wellbore is cased and cemented, we
    can provide a number of services. Perforating creates the flow
    path between the reservoir and the wellbore. Production logging
    can be performed throughout the life of the well 5




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to measure temperature, fluid type, flow rate, pressure and
    other reservoir characteristics. This service helps the operator
    analyze and monitor well performance and determine when a well
    may need a workover or further stimulation.    
    Slickline  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.    GeoScience Services
    SM
    Well
    Construction & Intervention Services
    Tubular Running Services and/or
 6




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Cementation Tools
  
    Centralizer placement software  Software for
    calculating centralizer spacing and type for optimal standoff;
    Centralizers  A comprehensive range of products for
    varying applications and well conditions;
    LoDRAGtm
    and
    LoTORQtm
    centralizers  Mechanical friction-reduction systems
    for extended-reach drilling and underpressured conditions, where
    differential sticking risk is high;
    Flow enhancement tools  Tools that improve cement
    placement;
    Float equipment  Drillable shoes and collars with
    float valves that provide higher flow rates; and
    Other equipment  Cement baskets, guide shoes,
    retainers, bridge plugs, multiple stage tools and cementing
    plugs.  Liner Systems
  Solid Tubular Expandable Technologies ® MetalSkin
  Drilling Tools
    
    Drillpipe and related drillstem tools, drill collars,
    heavyweight pipe and drilling jars;
    Fishing and downhole tools such as milling tools, casing
    cutters, fishing jars, spears and overshots, stabilizers, power
    swivels and bottomhole assemblies; 7




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
    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.  Intervention Services
  Fishing Services plug-and-abandonment tm PowerStroke
  Re-entry Services tm difficult-to-drill QuickCut tm tm
  Thru-tubing Services
  Decommissioning
  Integrated
    Drilling Services
  light-and-medium
  Competition
   8




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Completion &
    Production Systems Division
    Completion
    Systems
    Cased Hole Completion Systems
  Sand Screens tm
    Expandable Sand Screens (ESS) ® ESS and/or
  ESS tm ESS tm MetalSkin
  Industrial Pumps 
 9




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Artificial
    Lift Systems
    Progressing Cavity Pumps
  Reciprocating Rod Lift Systems up-and-down state-of-the-art ® ®
  Gas Lift Systems
  Electric Submersible Pumps
  Hydraulic Lift Systems
  Plunger Lift Systems
 10




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Hybrid Lift Systems
  Wellhead Systems
  Stimulation
    and Chemicals
    Production Chemical Systems ®
  Capillary Injection Technology and Services
  Fracturing Technologies
  tm
  Production
    Optimization
      Well Optimization
 11




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Flow Metering ® ®
  Reservoir Optimization
  Optical Sensing
  Life of Well Information Software (LOWIS)
  Pipeline
    and Specialty Services
    Competition
   12




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Properties
    Facility Size


Property




Principal Services and ProductsLocation

(Sq. Ft.)


Size (Acres)


Tenure

Offered or ManufacturedEvaluation, Drilling &
    Intervention Services:Pearland, Texas


261,927



60.64


Owned

Fishing, drilling equipmentHassi Messaoud, Algeria


200,229



19.99


Owned

Fishing, liner hangers, controlled
    pressure drilling and testing servicesHouma, Louisiana


175,000



13.00


Owned

Cementing productsHouston,
    Texas(1)


173,000



18.19


Owned

Research and developmentAwjila,
    Libya(1)


150,910



27.67


Leased

Warehouse and serviceNisku, Alberta, Canada


149,193



27.79


Owned

Drilling equipment, fishing,
    wireline, controlled pressure drilling and testing servicesPerth,
    Australia(1)


120,878



2.77


Leased

Well installation services,
    fishing, drilling equipment, completion systemsForus,
    Norway(1)


113,182



4.66


Leased

Downhole services, well
    installation services, drilling equipment, thru tubing,
    cementing, fishing, re-entry, well intervention, completion
    systemsHuntsville, Texas


112,648



20.00


Owned

Liner hangersNeuquen,
    Argentina(1)


107,639



3.70


Leased

Well installation services,
    downhole and controlled pressure drilling and testing services,
    fishing, cementing, drilling equipmentBroussard, Louisiana


101,434



9.01


Owned

Tubular runningBenbrook, Texas


95,000



3.89


Owned

Product developmentEl Yopal, Colombia


85,078



2.61


Owned

Cementing, drilling equipment,
    fishing, tubularsHouston, Texas


84,439






Leased

Operations centerVentura, California


81,355



4.53


Leased

Power tong equipment, well service
    work-over equipmentHadhramout, Yemen


80,000



8.20


Leased

Liner hangers, downhole services,
    controlled pressure drilling and testing servicesCorpus Christi, Texas


78,262



8.20


Owned

Fishing, drilling equipment,
    rotating control headsLangenhagen,
    Germany(1)


71,834



3.41


Leased

Power and mechanized equipment,
    control systems, cementing products, completion systems,
    research and developmentDarwin,
    Australia(1)


71,688



1.65


Leased

Well installation services,
    fishing, drilling equipment, completion systemsNew Iberia, Louisiana


69,804



18.80


Owned

Liner hangersEdmonton, Alberta, Canada


69,336



2.80


Leased

Wireline servicesMacaé,
    Brazil(1)


66,908



11.68


Owned

Well installation, downhole and
    controlled pressure drilling and testing services and cementing,
    completion and artificial lift products  13




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Facility Size


Property




Principal Services and ProductsLocation

(Sq. Ft.)


Size (Acres)


Tenure

Offered or ManufacturedCompletion &
    Production Systems:New Brighton, Minnesota


211,600



25.75


Owned

Water well and industrial screensNisku, Alberta, Canada


206,400



15.40


Owned

Reciprocating rod liftDubnica nad Vahom, Slovakia


163,396



5.75


Owned

Electric submersible pumpingAberdeen, Scotland


148,379



8.67


Leased

Expandable slotted tubularsHouston, 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 controlEdmonton, Alberta, Canada


108,797



11.34


Owned

Reciprocating rod lift,
    progressing cavity pumpsGreenville, Texas


108,300



26.43


Owned

Reciprocating rod lift, electric
    submersible pumpsSao Leopoldo, Brazil


103,490



9.46


Owned

Progressing cavity pumpsBrisbane, Australia


98,658



4.04


Leased

Water well and industrial screensColorado Springs, Colorado


94,000



60.62


Owned

Reciprocating rod lift, electrical
    submersible pumpsLeetsdale, Pennsylvania


92,559



4.00


Leased

Drilling fluids, completion
    chemicalsCaxias do Sul,
    Brazil(1)


88,899



17.26


Owned

Packers, liner hangersKingwood, Texas


85,250



10.47


Leased

Well optimization equipmentAvailles-en-Chatellerault, France


79,793



11.58


Leased

Screen fabricationScott, Louisiana


79,713



15.59


Owned

Tools for flow control, cased
    hole, safety valvesLongview, Texas


79,086



17.63


Owned

Reciprocating rod liftLloydminster, Alberta, Canada


77,700



6.81


Owned

Progressing cavity pumpsRio Tercero, Argentina


77,611



7.11


Owned

Reciprocating rod and gas liftBeeville, Texas


72,300



10.00


Owned

PVC extrusionNewcastle, Australia


67,576



4.35


Owned

Mining and urethane screensCorporate:Houston, Texas


254,438






Leased

Corporate offices   (1)
    
    Facility is shared by both our Evaluation, Drilling &
    Intervention Services and Completion & Production
    Systems Divisions. 14




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Other
    Business Data
  Raw
    Materials
    Customers
    and Backlog
      Research
    and Development and Patents
                         15




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Seasonality
    Insurance
      Federal
    Regulation and Environmental Matters
        Employees
    Forward-Looking
    Statements
   16




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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. During
    2004, 2005 and 2006, worldwide drilling activity 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 2007.
    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. 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 innovate our products and services, to
    obtain technologically advanced products through internal
    research and development
    and/or
    acquisitions, to protect proprietary technology from
    unauthorized use and to expand the markets for new technology
    through leverage of our worldwide infrastructure. The key to our
    success will be our ability to commercialize the technology that
    we have acquired and demonstrate the enhanced value our
    technology brings to our customers operations. Our major
    technological advances include, but are not limited to, those
    related to controlled pressure drilling and testing systems,
    expandable solid tubulars, expandable sand screens and
    intelligent well completion. Our forward-looking statements have
    assumed successful commercialization of, and above-average
    growth from, these new products and services.
    Nonrealization of expected benefits from our 2002 corporate
    reincorporation could affect our projected
    results.  We are incorporated in Bermuda and we
    operate through our various subsidiaries in numerous countries
    throughout the world including the United States. Consequently,
    we are subject to changes in tax laws, treaties or regulations
    or the interpretation or enforcement thereof in the U.S.,
    Bermuda or 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. 17




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
    Nonrealization of expected benefits from our 2005 acquisition
    of Precision Energy Services and Precision Drilling
    International could affect our projected
    results.  We expect to gain certain business,
    financial and strategic advantages as a result of this
    acquisition, including synergies and operating efficiencies. Our
    integration of this acquisition was completed in 2006. Our
    forward-looking statements assume that we will realize the
    benefits of this integration throughout 2007. 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, 2006, we had
    approximately $3.0 billion of goodwill. Our estimates of
    the value of our goodwill could be reduced in the future as a
    result of various factors, some of which are beyond our control.
    Any reduction in the value of our goodwill may result in an
    impairment charge and therefore adversely affect our results.
    Currency fluctuations could have a material adverse financial
    impact on our business.  A material change in
    currency rates in our markets could affect our future results as
    well as affect the carrying values of our assets. World
    currencies have been subject to much volatility. Our
    forward-looking statements assume no material impact from future
    changes in currency exchange rates.
    Adverse weather conditions in certain regions could aversely
    affect our operations.  In the summer of 2005, the
    Gulf of Mexico suffered several significant hurricanes. These
    hurricanes and associated hurricane threats reduced the number
    of days on which we and our customers could operate, which
    resulted in lower revenues than we otherwise would have
    achieved. In the last three quarters of 2006, climatic
    conditions in Canada were not as favorable to drilling as we
    anticipated, which limited our potential results in that region.
    Similarly, unusually rough weather in the North Sea could reduce
    our operations and revenues from that area during the relevant
    period. Our forward-looking statements assume weather patterns
    in our primary areas of operations will not deviate
    significantly from historical patterns.
    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.  www.sec.gov
 
  Item 1A.
    Risk
    Factors    We
    conduct significant foreign operations that subject us to
    numerous risks
  oil-for-food
 18




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
    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.  Currency
    Exposure
      Litigation
    and Environmental Exposure
      Industry
    Exposure
    Terrorism
    Exposure
   19




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Tax
    Exposure
    Acquisition
    Exposure
  Accounting for
    Contingencies
  Bermuda
    Governance Risks
           20




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##### Table of Contents




    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
    SEC Comments   
  Item 2.
    Properties   
  Item 3.
    Legal
    Proceedings       
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   21




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##### Table of Contents



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


LowYear ending December 31, 2006First Quarter

$
46.19


$
36.50Second Quarter


58.73



44.04Third Quarter


51.70



37.08Fourth Quarter


47.05



38.25Year ending December 31, 2005First Quarter

$
30.66


$
24.25Second Quarter


30.23



23.82Third Quarter


35.68



28.55Fourth Quarter


37.94



28.50       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,
    2006


606,000


$
39.44



606,000


$
468,451,250November 1-November 30, 2006














468,451,250December
    1-December 31,
    2006


400,000



42.57



400,000



451,424,4611,006,000



40.69



1,006,000



451,424,461    22




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No. of


AveragePeriod

Shares


PriceOctober 1-October 31, 2006





$
November 1-November 30, 2006


44,652



42.00December
    1-December 31,
    2006


345



44.72        
  Item 6.
    Selected
    Financial Data  two-for-one
  Year Ended December 31,2006


2005(a)


2004(b)


2003(c)


2002(d)(In thousands, except per share amount)Statements of Operations Data:Revenues

$
6,578,928


$
4,333,227


$
3,131,774


$
2,562,034


$
2,288,424Operating Income


1,340,209



564,842



402,265



279,365



274,684Income (Loss) From Continuing
    Operations


896,369



466,209



337,299



147,243



(6,959
)Basic Earnings (Loss) Per Share
    From Continuing Operations


2.59



1.55



1.26



0.58



(0.03
)Diluted Earnings (Loss) Per Share
    From Continuing Operations


2.53



1.47



1.17



0.56



(0.03
)Balance Sheet Data:Total Assets

$
10,139,248


$
8,580,304


$
5,543,482


$
4,994,324


$
4,494,989Long-term Debt


1,564,600



632,071



1,404,431



1,379,611



1,513,907Shareholders Equity


6,174,799



5,666,817



3,313,389



2,708,068



1,974,496Cash Dividends Per Share


















  23




---



##### 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 August
    2005, we settled our Zero Coupon Convertible Senior Debentures
    and expensed $4.7 million, $3.3 million net of tax, of
    unamortized issuance costs. 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.(d)
    
    In 2002, we recorded a $217.1 million non-cash write down
    of our investment in Universal and a $15.4 million
    restructuring and asset impairment charge related to a
    rationalization of our businesses in light of industry
    conditions. The net after tax impact of these charges was
    $156.2 million. 
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations      Overview
  General
      Industry
    Trends
   24




---



##### Table of Contents



NorthHenry Hub


American Rig


InternationalWTI Oil(1)


Gas(2)


Count(3)


Rig Count(3)2006

$
61.05


$
6.30



2,178



1,0292005


61.04



11.23



2,046



9482004


43.45



6.15



1,686



869   (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
    for Iran and Sudan        Opportunities
    and Challenges
     25




---



##### Table of Contents



2007
    and 2008 Outlook
        Geographic Markets.
  Pricing. contract-by-contract
    Results
    of Operations
   26




---



##### Table of Contents



27




---



##### Table of Contents



Comparative
    Financial Data
  Year Ended December 31,2006


2005


2004(In thousands, except percentages andper share data)Revenues:Evaluation, Drilling &
    Intervention Services

$
4,234,024


$
2,528,745


$
1,697,635Completion & Production
    Systems


2,344,904



1,804,482



1,434,1396,578,928



4,333,227



3,131,774Gross Profit %(a):Evaluation, Drilling &
    Intervention Services (a)


38.0
%


34.2
%


34.1
%Completion & Production
    Systems


32.1



28.6



27.635.9



31.9



31.1Research and Development:Evaluation, Drilling &
    Intervention Services

$
96,353


$
56,909


$
39,258Completion & Production
    Systems


53,076



50,453



44,294149,429



107,362



83,552Selling, General and
    Administrative Attributable to Segments:Evaluation, Drilling &
    Intervention Services


487,395



301,813



216,378Completion & Production
    Systems


274,326



247,754



219,986761,721



549,567



436,364Corporate General and
    Administrative


115,593



77,154



55,889Equity in Earnings of
    Unconsolidated Affiliates


(5,830
)


(10,427
)


(3,838
)Exit Costs and Restructuring
    Charges






93,581



Operating Income (Expense):Evaluation, Drilling &
    Intervention Services


1,025,630



506,737



323,190Completion & Production
    Systems


424,342



218,413



131,126Exit Costs and Restructuring
    Charges






(93,581
)


Corporate (b)


(109,763
)


(66,727
)


(52,051
)1,340,209



564,842



402,265Gain on Sale of Universal Common
    Stock






115,456



77,642Debt Redemption Expense






(4,733
)


Interest Income


6,656



11,208



3,846Interest Expense


(109,577
)


(80,343
)


(63,562
)Other, Net


(13,065
)


19,762



10,556Effective Tax Rate


25.9
%


25.4
%


21.5
%Income from Continuing Operations
    per Diluted Share

$
2.53


$
1.47


$
1.17Income (Loss) from Discontinued
    Operation, Net of Taxes






1,211



(7,153
)Net Income per Diluted Share


2.53



1.47



1.15Depreciation and Amortization


483,061



334,338



255,884   (a)
    
    During the year ended December 31, 2005, we incurred
    $20.7 million of inventory write-downs associated with our
    2005 acquisition of Precision. Total Costs of Products and
    Services associated with the 2005 Exit and Restructuring Charge
    were $51.3 million (see page 30).(b)
    
    Includes equity in earnings of unconsolidated affiliates which
    are integral to our operations. 28




---



##### Table of Contents



Consolidated
    Revenues by Geographic Region
  Year Ended December 31,2006


2005


2004U.S.


38
%


37
%


36
%Canada


18



18



17Latin America


11



10



10Europe, CIS and West Africa


13



15



18Middle East and North Africa


14



12



12Asia Pacific


6



8



7Total


100
%


100
%


100
%   Company
    Results
  Revenues
      Gross
    Profit
     29




---



##### Table of Contents



Research
    and Development
    Corporate
    General and Administrative
    Exit
    Costs and Restructuring Charges
       30




---



##### Table of Contents



Evaluation,Drilling &


Completion &Intervention


ProductionServices


Systems


Corporate


Total(In thousands)Cost of Products

$
20,654


$
3,842


$



$
24,496Cost of Services


25,766



1,083







26,849Research and Development


9,000











9,000Selling General &
    Administrative


17,349



3,803







21,152Corporate General &
    Administrative










32,738



32,738Total


72,769



8,728



32,738



114,235Cash Payments


(20,239
)


(7,905
)


(13,830
)


(41,974
)Non-cash Utilization


(52,410
)


(722
)


(15,852
)


(68,984
)Balance at December 31, 2006

$
120


$
101


$
3,056


$
3,277     Gain
    on Sale of Universal Common Stock
    Debt
    Redemption Expense
    Interest
    Expense
    Other,
    Net
   31




---



##### Table of Contents



Income
    Taxes
        Segment
    Results
  Evaluation,
    Drilling & Intervention Services
       32




---



##### Table of Contents



start-up
      Completion &
    Production Systems
          Discontinued
    Operation
   33




---



##### Table of Contents



Liquidity
    and Capital Resources
  Historical
    Cash Flows
    Year Ended December 31,2006


2005(In millions)Net Cash Provided by Operating
    Activities

$
1,087.0


$
503.1Acquisition of Businesses, Net of
    Cash Acquired


(194.3
)


(991.1
)Acquisition of Intellectual
    Property


(31.2
)


(13.4
)Capital Expenditures for Property,
    Plant & Equipment


(1,071.1
)


(526.6
)Proceeds from Sale of Universal
    Common Stock






276.8Proceeds from Sale of Assets and
    Businesses


39.9



15.9Other Investing Activities


14.2



(16.5
)Cash Paid for Redemption of Zero
    Coupon Convertible Debentures






(348.8
)Borrowings of Long-Term Debt and
    Short-Term Facilities, Net


622.5



728.8Purchases of Treasury Shares


(548.6
)


Proceeds from Exercise of Stock
    Options


55.4



191.1Other Financing Activities


18.2



(2.5
)Net Decrease in Cash and Cash
    Equivalents

$
(8.0
)

$
(183.2
)   Sources
    of Liquidity
    Committed
    Borrowing Facilities
    Uses of AvailabilityCommercialShort-term Committed

Facility


Expiration


Paper





Letters of


CommittedFinancing Facilities

Amount


Date


Support


Drawn


Credit


AvailabilityRevolving Credit Facility

$
1,500.0



May 2011


$
490.8


$
75.3


$
25.8


$
908.1Canadian Facility


21.5



July 2007







6.9



0.3



14.3   364-Day (364-Day 364-Day
   34




---



##### Table of Contents



debt-to-capitalization
    Commercial
    Paper
    Cash
    Requirements
         35




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


4-5


After 5Obligations and Commitments

Total


1 Year


Years


Years


Years(In millions)Recorded Obligations:Short-term debt

$
633.0


$
633.0


$



$



$
Senior notes (a)


1,550.0











350.0



1,200.0Other long-term debt


23.8



13.5



8.7



1.6



Unrecorded Obligations:Noncancellable operating leases


315.2



59.9



79.0



52.6



123.7Letters of credit


159.1



106.8



33.4



10.1



8.8Total contractual obligations

$
2,681.1


$
813.2


$
121.1


$
414.3


$
1,332.5     (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.  Short-term
    Debt
    Senior
    Notes
  364-Day
  1 4
      5 8 5 8 5 8
 36




---



##### Table of Contents



Other
    Long-term Debt
    Derivative
    Instruments
    Interest
    Rate Swaps
      Cash Flow
    Hedges
        Other
    Derivative Instruments
     37




---



##### Table of Contents



Warrant
    Pension
    Plans
      Zero
    Coupon Convertible Senior Debentures
    364-Day
  Off
    Balance Sheet Arrangements
  Guarantees
  5 8
 38




---



##### Table of Contents



Letters
    of Credit
    Operating
    Leases
    Related
    Party Agreements
    Critical
    Accounting Policies and Estimates
    Business
    Combinations and Goodwill and Indefinite-Lived Intangible
    Assets
     39




---



##### 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

3-20 years       Employee
    Stock-Based Compensation
  Share-Based Payment Accounting for Stock Issued to
    Employees.
  Accounting for Stock-Based
    Compensation
 40




---



##### Table of Contents



Expected


Risk-Free


ExpectedVolatility


Interest Rate


Life


Dividends2005


38.88
%


4.4
%


5.0



None2006


36.24
%


4.7
%


5.0



None       100 Basis Point Increase(In millions)Expected volatility

$
0.1Risk-free interest rate

$
0.1   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)
   41




---



##### Table of Contents



Increase (Decrease) of AnnualPension Expense50 Basis Point


50 Basis PointIncrease


Decrease(In millions)Discount rate

$
(1.2
)

$
1.6Expected long-term rate of return

$
(0.6
)

$
0.6   Income
    Taxes
  Accounting for Income Taxes.
    Valuation
    Allowance for Deferred Tax Assets
     42




---



##### Table of Contents



New
    Accounting Pronouncements
  Fair Value Measurements
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
 
  Item 7A.
    Quantitative
    and Qualitative Disclosure About Market Risk    Foreign
    Currency Exchange Rates
       43




---



##### Table of Contents



Interest
    Rates
      December 31,2006


2005Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(In millions)65/8% Senior
    Notes due 2011

$
356.9


$
368.8


$
358.1


$
374.04.95% Senior Notes due 2013


255.4



245.2



256.0



244.55.50% Senior Notes due 2016


348.6



339.9







6.50% Senior Notes due 2036


595.7



619.5







       Interest
    Rate Swaps
   44




---



##### Table of Contents



45




---



##### 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


47Report of Independent Registered
    Public Accounting Firm on Internal Control over Financial
    Reporting


48Report of Independent Registered
    Public Accounting Firm


49Consolidated Balance Sheets as of
    December 31, 2006 and 2005


50Consolidated Statements of Income
    for each of the three years in the period ended
    December 31, 2006


51Consolidated Statements of
    Shareholders Equity for each of the three years in the
    period ended December 31, 2006


52Consolidated Statements of Cash
    Flows for each of the three years in the period ended
    December 31, 2006


53Notes to Consolidated Financial
    Statements


54Financial Statement
    Schedule II:Valuation and Qualifying Accounts
    and Allowances


104  46




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rule 13a-15(f).
    Internal
    Control-Integrated Framework.
     47




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                     48




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Share-Based Payment Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans, an amendment of FASB
    Statements No. 87, 88, 106, and 132(R).
        49




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  December 31,2006


2005(In thousands, except par value)ASSETSCurrent Assets:Cash and Cash Equivalents

$
126,287


$
134,245Accounts Receivable, Net of
    Allowance for Uncollectible
    Accounts of $13,452 in 2006 and $12,210 in 2005


1,560,849



1,259,990Inventories


1,239,034



890,121Current Deferred Tax Assets


144,833



158,653Other Current Assets


288,994



195,8643,359,997



2,638,873Property, Plant and Equipment, at
    Cost:Land, Buildings and Leasehold
    Improvements


457,593



351,306Rental and Service Equipment


2,813,739



2,361,188Machinery and Other


1,657,575



1,248,1054,928,907



3,960,599Less: Accumulated Depreciation


1,925,259



1,593,3623,003,648



2,367,237Goodwill


3,007,487



2,808,217Other Intangible Assets, Net


599,828



621,365Other Assets


168,288



144,612$
10,139,248


$
8,580,304LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current
    Portion of Long-term Debt

$
648,736


$
954,766Accounts Payable


512,495



476,363Accrued Salaries and Benefits


240,394



183,738Foreign Income Taxes Payable


217,908



97,888Other Current Liabilities


423,612



285,3862,043,145



1,998,141Long-term Debt


1,564,600



632,071Deferred Tax Liabilities


136,208



88,476Other Liabilities


220,496



194,799Commitments and ContingenciesShareholders Equity:Common Shares, $1 Par Value,
    Authorized 1,000,000 Shares,
    Issued 361,921 and 358,973 Shares, Respectively


361,921



358,973Capital in Excess of Par Value


4,275,534



4,164,365Treasury Shares, Net


(681,116
)


(152,111
)Retained Earnings


2,099,307



1,202,938Accumulated Other Comprehensive
    Income


119,153



92,6526,174,799



5,666,817$
10,139,248


$
8,580,304   50




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2006


2005


2004(In thousands, except per share amounts)Revenues:Products

$
2,490,059


$
1,856,278


$
1,531,391Services


4,088,869



2,476,949



1,600,3836,578,928



4,333,227



3,131,774Costs and Expenses:Cost of Products


1,731,373



1,303,788



1,109,890Cost of Services


2,486,433



1,647,360



1,047,652Research and Development


149,429



107,362



83,552Selling, General and
    Administrative Attributable to Segments


761,721



549,567



436,364Corporate General and
    Administrative


115,593



77,154



55,889Equity in Earnings of
    Unconsolidated Affiliates


(5,830
)


(10,427
)


(3,838
)Exit Costs and Restructuring
    Charges






93,581



5,238,719



3,768,385



2,729,509Operating Income


1,340,209



564,842



402,265Other Income (Expense):Gain on Sale of Universal Common
    Stock






115,456



77,642Interest Income


6,656



11,208



3,846Interest Expense


(109,577
)


(80,343
)


(63,562
)Debt Redemption Expense






(4,733
)


Other, Net


(13,065
)


19,762



10,556Income from Continuing Operations
    Before Income Taxes and Minority Interest


1,224,223



626,192



430,747Provision for Income Taxes


(316,524
)


(159,166
)


(92,672
)Income from Continuing Operations
    Before Minority Interest


907,699



467,026



338,075Minority Interest, Net of Taxes


(11,330
)


(817
)


(776
)Income from Continuing Operations


896,369



466,209



337,299Income (Loss) from Discontinued
    Operation, Net of Taxes






1,211



(7,153
)Net Income

$
896,369


$
467,420


$
330,146Basic Earnings Per Share:Income from Continuing Operations

$
2.59


$
1.55


$
1.26Income (Loss) from Discontinued
    Operation


0.00



0.01



(0.03
)Net Income

$
2.59


$
1.56


$
1.23Diluted Earnings Per Share:Income from Continuing Operations

$
2.53


$
1.47


$
1.17Income (Loss) from Discontinued
    Operation


0.00



0.00



(0.02
)Net Income

$
2.53


$
1.47


$
1.15Weighted Average
    Shares Outstanding:Basic


346,123



300,336



268,000Diluted


354,832



322,286



297,368   51




---



##### 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








Deferred


Shareholders$1 Par


Value


Earnings


Income (Loss)


Shares


Share Value


Compensation


Equity(In thousands, except par value)Balance at December 31, 2003

$
282,844


$
2,254,044


$
405,372


$
20,734



(20,216
)

$
(269,974
)

$
15,048


$
2,708,068Comprehensive Income:Net Income










330,146



















330,146Foreign Currency Translation
    Adjustment














109,750















109,750Pension Liability Adjustment














(1,457
)














(1,457
)Realized Loss on Derivative
    Instruments














264















264Comprehensive Income










330,146



108,557















438,703Equity Awards Granted and Exercised


7,714



104,058











2,160



26,677







138,449Excess Tax Benefit of Options
    Exercised






27,984























27,984Purchase of Treasury Shares for
    Executive Deferred Compensation Plans, Net of Distributions and
    Forfeitures


















(32
)


(1,236
)


1,421



185Balance 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














(8,880
)














(8,880
)Unrealized Loss on Derivative
    Instruments














(4,180
)














(4,180
)Realized Loss on Derivative
    Instruments














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























72,507Purchase of Treasury Shares for
    Executive Deferred Compensation Plans, Net of Distributions and
    Forfeitures


















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














3,292















3,292Unrealized Gain, Net on Derivative
    Instruments














4,693















4,693Realized Loss, Net on Derivative
    Instruments














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 Under the Share Repurchase Program


















(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























14,121Purchase of Treasury Shares for
    Executive Deferred Compensation Plans, Net of Distributions and
    Forfeitures






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


$
6,174,799   52




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(In thousands)Cash Flows From Operating
    Activities:Net Income

$
896,369


$
467,420


$
330,146Adjustments to Reconcile Net Income
    to Net Cash Provided by Operating Activities:Depreciation and Amortization


483,061



334,338



255,884Gain on Sale of Universal Common
    Stock






(115,456
)


(77,642
)(Gain) Loss on Sale of Assets and
    Businesses, Net


(42,232
)


6,625



4,816(Income) Loss from Discontinued
    Operation






(1,211
)


7,153Employee Stock-Based Compensation
    Expense


62,739



28,948



9,061Excess Tax Benefits from
    Share-Based Compensation


(14,121
)






Equity in Earnings of
    Unconsolidated Affiliates


(5,830
)


(19,923
)


(22,405
)Minority Interest


11,330



817



776Non-cash Portion of Exit Costs and
    Restructuring Charges






65,200



Amortization of Original Issue
    Discount






11,432



16,828Debt Redemption Expense






4,733



Deferred Income Tax Provision
    (Benefit)


43,319



28,777



(15,726
)Other, Net


11,590



6,056



5,405Change in Operating Assets and
    Liabilities, Net of Effect of Businesses Acquired:Accounts Receivable


(299,335
)


(244,947
)


(109,248
)Inventories


(338,323
)


(150,762
)


(70,712
)Other Current Assets


(68,215
)


3,330



2,616Accounts Payable


29,184



31,419



42,927Accrued Current Liabilities


259,801



140,262



130,339Other, Net


57,682



(96,258
)


(14,077
)Net Cash Provided by Continuing
    Operations


1,087,019



500,800



496,141Net Cash Provided by Discontinued
    Operation






2,294



7,338Net Cash Provided by Operating
    Activities


1,087,019



503,094



503,479Cash Flows from Investing
    Activities:Acquisitions of Businesses, Net of
    Cash Acquired


(194,314
)


(991,067
)


(26,464
)Capital Expenditures for Property,
    Plant and Equipment


(1,071,084
)


(526,618
)


(310,868
)Acquisition of Intellectual Property


(31,201
)


(13,423
)


(20,494
)(Purchase) Sale of Equity
    Investments in Unconsolidated Affiliate


14,240



(16,424
)


(2,856
)Proceeds from Sale of Universal
    Common Stock






276,750



231,798Proceeds from Sale of Assets and
    Businesses, Net


39,860



15,874



23,595Net Cash Used by Investing
    Activities


(1,242,499
)


(1,254,908
)


(105,289
)Cash Flows From Financing
    Activities:Repayments on Asset Securitization,
    Net










(75,000
)Borrowings of (Repayments on)
    Short-term Debt, Net


(109,490
)


731,132



(183,775
)Borrowings of Long-term Debt


947,820



3,259



202Repayments on Long-term Debt


(215,805
)


(5,633
)


(9,186
)Redemption of Convertible Debentures






(348,816
)


Purchase of Treasury Shares


(548,575
)






Proceeds from Exercise of Stock
    Options


55,438



191,127



129,549Excess Tax Benefits from
    Share-Based Compensation


14,121







Other Financing Activities, Net


1,603



(960
)


(1,399
)Net Cash Provided (Used) by
    Financing Activities


145,112



570,109



(139,609
)Effect of Exchange Rate Changes on
    Cash and Cash Equivalents


2,410



(1,489
)


2,776Net Increase (Decrease) in Cash and
    Cash Equivalents


(7,958
)


(183,194
)


261,357Cash and Cash Equivalents at
    Beginning of Year


134,245



317,439



56,082Cash and Cash Equivalents at End of
    Year

$
126,287


$
134,245


$
317,439   53




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Nature
    of Operations
    Reclassifications
    Basis
    of Presentation
         54




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Use of
    Estimates
    Accounts
    Receivable and Allowance for Uncollectible
    Accounts
    Major
    Customers and Credit Risk
    Inventories
  first-in,
  Property,
    Plant and Equipment
   55




---



##### 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
   56




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Pension
    and Postretirement Benefit Plans
    Environmental
    Expenditures
    Derivative
    Financial Instruments
  Accounting for Derivative Instruments
    and Hedging Activities
  Foreign
    Currency
    non-U.S. subsidiaries
  Stock
    Options
  Share-Based Payment
 57




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Accounting for Stock Issued to Employees.
  Accounting for Stock-Based
    Compensation
    Accounting
    for Income Taxes
    Revenue
    Recognition
         58




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Earnings
    Per Share
        Year Ended December 31,2006


2005


2004(In thousands)Basic weighted average shares
    outstanding


346,123



300,336



268,000Dilutive effect of:Warrant


2,205



1,497



1,950Stock option and restricted share
    plans


6,504



8,476



9,224Convertible debentures






11,977



18,194Diluted weighted average shares
    outstanding


354,832



322,286



297,368   New
    Accounting Pronouncements
  Fair Value Measurements
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
  2.
    Business
    Combinations   59




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          Accounting for Contingencies
   60




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Year EndedDecember 31,2005


2004(In thousands, except pershare amounts)(Unaudited)Revenues

$
5,077,127


$
4,034,470Income from continuing operations


482,598



340,554Net income


483,809



333,401Basic earnings per share from
    continuing operations


1.44



1.06Diluted earnings per share from
    continuing operations


1.37



1.01     3.
    Dispositions      Year Ended December 31,2005


2004(In thousands)Revenues

$
20,794


$
39,356Income (Loss) Before Income Taxes

$
777


$
(4,741
)(Provision) Benefit for Income
    Taxes


434



(2,412
)Net Income (Loss) from
    Discontinued Operation, Net of Taxes

$
1,211


$
(7,153
)    61




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   4.
    Exit
    Costs, Severance, Restructuring and Asset Impairment
    Charges          Evaluation,Drilling &


Completion &Intervention


ProductionServices


Systems


Corporate


Total(In thousands)Cost of Products

$
20,654


$
3,842


$



$
24,496Cost of Services


25,766



1,083







26,849Research and Development


9,000











9,000Selling General &
    Administrative


17,349



3,803







21,152Corporate General &
    Administrative










32,738



32,738Total


72,769



8,728



32,738



114,235Cash Payments


(20,239
)


(7,905
)


(13,830
)


(41,974
)Non-cash Utilization


(52,410
)


(722
)


(15,852
)


(68,984
)Balance at December 31, 2006

$
120



101


$
3,056


$
3,277    62




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   5.
    Universal
    Compression      6.
    Cash Flow
    Information  Cash
    Equivalents and Restricted Cash
    Non-cash
    Activities
        Investing
    Activities
    Year Ended December 31,2006


2005


2004(In thousands)Fair value of assets, net of cash
    acquired

$
97,935


$
1,577,864


$
17,293Goodwill


135,940



1,170,141



20,833Consideration paid related to
    prior year acquisitions


7,520



3,935



4,142Total liabilities


(47,081
)


(362,853
)


(15,804
)Common Shares issued






(1,398,020
)


Cash consideration, net of cash
    acquired

$
194,314


$
991,067


$
26,464  63




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Supplemental
    Cash Flow Information
    Year Ended December 31,2006


2005


2004(In thousands)Interest paid

$
93,288


$
68,614


$
69,296Income taxes paid, net of refunds


147,973



114,198



91,059   7.
    Inventories    December 31,2006


2005(In thousands)Raw materials, components and
    supplies

$
330,006


$
259,047Work in process


98,920



63,491Finished goods


810,108



567,583$
1,239,034


$
890,121     8.
    Goodwill    Goodwill and Other Intangible Assets Disclosures about Segments of an Enterprise and Related
    Information
   64




---



##### Table of Contents



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


Completion &Intervention


ProductionServices


Systems


Total(In thousands)As of December 31, 2004

$
852,804


$
816,833


$
1,669,637Goodwill acquired during period


1,124,655



45,486



1,170,141Disposals






(4,179
)


(4,179
)Purchase price and other
    adjustments


(10,653
)


2,665



(7,988
)Impact of foreign currency
    translation


(6,793
)


(12,601
)


(19,394
)As of December 31, 2005

$
1,960,013


$
848,204


$
2,808,217Goodwill acquired during period


117,990



17,950



135,940Disposals


(1,216
)






(1,216
)Purchase price and other
    adjustments


46,953



896



47,849Impact of foreign currency
    translation


(16,139
)


32,836



16,697As of December 31, 2006

$
2,107,601


$
899,886


$
3,007,487   9.
    Other
    Intangible Assets, Net    December 31, 2006


December 31, 2005Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


Net(In thousands)Acquired technology

$
311,939


$
(26,620
)

$
285,319


$
281,350


$
(6,501
)

$
274,849Licenses


226,444



(60,316
)


166,128



205,232



(48,164
)


157,068Patents


127,799



(42,184
)


85,615



116,590



(33,028
)


83,562Customer relationships


27,043



(3,133
)


23,910



43,000



(717
)


42,283Customer contracts


21,890



(4,027
)


17,863



22,450



(961
)


21,489Covenants not to compete


24,831



(23,257
)


1,574



22,333



(19,942
)


2,391Other


15,761



(7,743
)


8,018



13,277



(6,175
)


7,102Total finite-lived intangible
    assets


755,707



(167,280
)


588,427



704,232



(115,488
)


588,744Intangible assets with an
    indefinite useful life


11,401







11,401



32,621







32,621$
767,108


$
(167,280
)

$
599,828


$
736,853


$
(115,488
)

$
621,365    65




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  10-15 years.
        2007

$
50,3802008


48,1542009


47,2392010


46,7112011


46,091   10.
    Short-term
    Borrowings and Current Portion of Long-term Debt  December 31,2006


2005(In thousands)364-Day
    revolving credit facility

$



$
Revolving credit facility


75,321



Canadian credit facility


6,854



Commercial paper program


490,808



716,927Short-term bank loans


60,010



24,596Total Short-term Borrowings


632,993



741,523Current Portion of Long-term Debt


15,743



213,243Short-term Borrowings and Current
    Portion of Long-term Debt

$
648,736


$
954,766Weighted average interest rate on
    short-term borrowings outstanding during the year


5.27
%


4.36
%   364-Day (364-Day 364-Day
   66




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      debt-to-capitalization
     67




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   11.
    Long-term
    Debt  December 31,2006


2005(In thousands)71/4% Senior
    Notes due 2006

$



$
201,89265/8% Senior
    Notes due 2011


356,874



358,0574.95% Senior Notes due 2013


255,371



256,0295.50% Senior Notes due 2016


348,612



6.50% Senior Notes due 2036


595,724



Foreign bank and other debt
    denominated in foreign currencies


12,253



11,204Capital lease obligations


11,241



12,935Other


268



5,1971,580,343



845,314Less amounts due in one year


15,743



213,243Long-term debt

$
1,564,600


$
632,071     2007

$
15,7432008


7,2952009


6,4052010


4,2092011


350,128Thereafter


1,196,563$
1,580,343   71/4% Senior
    Notes
  1 4 1 4
  65/8% Senior
    Notes
  5 8 5 8 5 8
  4.95% Senior
    Notes
   68




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    5.50% Senior
    Notes
    6.50% Senior
    Notes
    5 8 1 4
  12.
    Derivative
    Instruments  Interest
    Rate Swaps
      Cash
    Flow Hedges
     69




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Other
    Derivative Instruments
      13.
    Zero
    Coupon Convertible Senior Debentures     70




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   14.
    Shareholders
    Equity  Authorized
    Shares
    Share
    Repurchase Program
    Precision
    Division Acquisition
    Warrant
    15.
    Share-Based
    Compensation Plans  Incentive
    Plan
     71




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Stock
    Option Plans
      Restricted
    Share Plan
       72




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Year Ended December 31,2005


2004(In thousands, except per share amounts)Net Income:As reported

$
467,420


$
330,146Employee share-based compensation
    expense included in reported net income, net of income tax
    benefit


18,816



5,890Pro forma compensation expense,
    determined under fair value methods for all awards, net of
    income tax benefit


(29,745
)


(26,911
)Pro forma

$
456,491


$
309,125Basic earnings per share:As reported

$
1.56


$
1.23Pro forma


1.52



1.15Diluted earnings per share:As reported

$
1.47


$
1.15Pro forma


1.44



1.08         Year Ended December 31,2006


2005


2004Expected volatility


36.2
%


38.9
%


48.2
%Expected dividends


0.0
%


0.0
%


0.0
%Expected term (in years)


5.0



5.0



5.0Risk-free rate


4.7
%


4.4
%


3.9
%  73




---



##### Table of Contents



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


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions

Shares


Price


Term


Value(In thousands)Outstanding at January 1, 2006


13,940,334


$
13.72Granted


239,000



44.08Exercised


(4,247,037
)


12.98Forfeited


(18,000
)


19.87Outstanding at December 31,
    2006


9,914,297



14.77



7.92


$
268,467Vested or Expected to Vest at
    December 31, 2006


9,914,297



14.77



7.92



268,467Exercisable at December 31,
    2006


9,292,097



13.61



7.76



261,891       Weighted-





Weighted-Average





AverageGrant Date





Grant DateRSA


Fair Value


RSU


Fair ValueNon-Vested at January 1, 2006


4,206,900


$
30.47



2,680,240


$
33.99Granted


158,800



43.01



251,100



44.03Vested


(833,140
)


25.98



(268,602
)


26.06Forfeited


(239,980
)


33.22



(289,888
)


35.19Non-Vested at December 31,
    2006


3,292,580



33.56



2,372,850



35.90     Executive
    Deferred Compensation Plan
     74




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    16.
    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)
    Before





AfterApplication of





Application ofSFAS No. 158


Adjustments


SFAS No. 158(In thousands)Other Intangible Assets, Net

$
618,013


$
(18,185
)

$
599,828Other Assets


168,126



162



168,288Total Assets


10,157,271



(18,023
)


10,139,248Deferred Tax Liabilities


150,980



(14,772
)


136,208Other Liabilities


196,684



23,812



220,496Accumulated Other Comprehensive
    Income


146,216



(27,063
)


119,153Total Shareholders Equity


6,201,862



(27,063
)


6,174,799Total Liabilities and
    Shareholders Equity


10,157,271



(18,023
)


10,139,248  75




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Year Ended December 31,2006


2005United





UnitedStates


International


States


International(In thousands)Benefit obligation at beginning of
    year

$
81,865


$
124,883


$
63,019


$
84,239Service cost


2,301



9,694



2,417



8,573Interest cost


4,154



6,575



3,398



4,941Plan participants
    contributions






2,823







2,341Business combinations






795



2,701



34,407Divestiture






(1,956
)






Amendments


3,629



111



4,753



(5,976
)Curtailments


(2,658
)






7,450



(2,385
)Settlements


(7,484
)


(291
)


(14,334
)


(3,460
)Actuarial loss


14,245



554



13,605



14,510Currency fluctuations






14,843







(9,587
)Benefits paid


(1,745
)


(4,091
)


(1,144
)


(2,720
)Benefit obligation at end of year

$
94,307


$
153,940


$
81,865


$
124,883     Year Ended December 31,2006


2005United





UnitedStates


International


States


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

$
12,150


$
91,271


$
10,075


$
56,554Actual return on plan assets


1,183



10,375



535



12,546Employer contribution


435



9,145



234



9,015Plan participants
    contributions






2,823







2,337Business combinations










2,450



23,824Divestiture






(1,240
)






Settlements






(291
)






(3,363
)Currency fluctuations






12,041







(7,304
)Benefits paid


(1,745
)


(3,677
)


(1,144
)


(2,338
)Fair value of plan assets at end
    of year


12,023



120,447



12,150



91,271Funded status

$
(82,284
)

$
(33,493
)

$
(69,715
)

$
(33,612
)  76




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Year Ended December 31,2006


2005United





UnitedStates


International


States


International(In thousands)Noncurrent assets

$
41


$
121


$



$
187Current liabilities


(6,202
)






(200
)


(190
)Noncurrent liabilities


(76,123
)


(33,614
)


(51,582
)


(33,991
)     Year Ended December 31,2006


2005United





UnitedStates


International


States


International(In thousands)Net loss

$
37,269


$
7,080


$



$
Net prior service costs (credit)


18,279



(1,505
)






Net transition asset






(27
)






Total accumulated other
    comprehensive income

$
55,548


$
5,548


$
12,915


$
9,866       2006


2005United





UnitedStates


International


States


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

$
92,017


$
150,937


$
81,865


$
124,195Fair value of plan assets


9,691



117,097



12,150



90,354Plans with accumulated benefit
    obligation in excess of plan assets:Accumulated benefit obligation


65,551



136,680



62,892



110,657Fair value of plan assets


9,691



103,640



12,150



77,645  77




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2006


2005


2004United





United





UnitedStates


International


States


International


States


International(In thousands)Service cost

$
2,301


$
9,694


$
2,417


$
8,573


$
1,763


$
6,698Interest cost


4,154



6,575



3,398



4,941



2,568



3,685Expected return on plan assets


(765
)


(6,126
)


(802
)


(4,018
)


(899
)


(2,996
)Amortization of transition asset






(4
)






(3
)






(4
)Amortization of prior service cost
    (credit)


2,234



(104
)


2,457



323



2,629



13Settlements/curtailments


6,848







17,432



(2,385
)






Amortization of net loss


1,807



549



1,140



11



166



589Net periodic benefit cost

$
16,579


$
10,584


$
26,042


$
7,442


$
6,227


$
7,985     UnitedStates


International(In thousands)Net loss

$
2,606


$
146Prior service costs (credit)


2,241



(104
)Transition asset






(4
)         Year Ended December 31,2006

2005Discount rate:United States plans

5.00 - 5.50%

5.25 - 5.50%International plans

1.90 - 5.80

2.00 - 5.80Rate of compensation increase:United States plans

8.00

6.00International plans

2.00 - 5.34

2.25 - 6.08  78




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Year Ended December 31,2006

2005

2004Discount rate:United States plans

5.00 - 5.50%

5.25% - 5.75%

6.00%International plans

2.00 - 5.80

1.80 - 6.00

1.80 - 7.00Expected return on plan assets:United States plans

5.00 - 7.00

8.00

8.00International plans

4.00 - 7.50

4.00 - 7.00

4.00 - 8.00Rate of compensation increase:United States plans

6.00

4.00

3.00International plans

2.00 - 6.08

2.25 - 6.85

2.75 - 7.50       2006


2005United





UnitedStates


International


States


InternationalEquity


61
%


73
%


58
%


77
%Debt securities


38



18



41



18Other


1



9



1



5Total


100
%


100
%


100
%


100
%       UnitedStates


International2007

$
9,496


$
1,6322008


1,421



3,1302009


2,419



2,9002010


2,343



1,9482011


2,651



4,5992012 - 2016


19,359



32,150  79




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  17.
    Income
    Taxes    Year Ended December 31,2006


2005


2004(In thousands)Domestic

$
525,104


$
94,016


$
50,141Foreign


699,119



532,176



380,606$
1,224,223


$
626,192


$
430,747     Year Ended December 31,2006


2005


2004(In thousands)Current:U.S. federal and state income
    taxes

$
(82,232
)

$
605


$
388Foreign


(190,973
)


(130,994
)


(108,786
)Total current


(273,205
)


(130,389
)


(108,398
)Deferred:U.S. federal


(74,080
)


(48,465
)


(1,458
)Foreign


30,761



19,688



17,184Total deferred


(43,319
)


(28,777
)


15,726$
(316,524
)

$
(159,166
)

$
(92,672
)     Year Ended December 31,2006


2005


2004(In thousands)Statutory federal income tax rate

$
(428,479
)

$
(219,167
)

$
(150,762
)Effect of state income tax, net
    and alternative minimum tax


(1,965
)


(191
)


252Effect of domestic non-deductible
    expenses


3,247



6,568



(2,076
)Change in valuation allowance


(8,395
)


(17,223
)


1,161Effect of foreign income tax, net


98,384



66,923



60,933Change in income tax reserve


7,500



8,744



Other


13,184



(4,820
)


(2,180
)$
(316,524
)

$
(159,166
)

$
(92,672
)      80




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        December 31,2006


2005(In thousands)Deferred tax assets:Domestic and foreign operating
    losses

$
103,940


$
57,458Accrued liabilities and reserves


158,904



137,457Tax credits


26,277



70,489Unremitted foreign earnings






5,355Other differences between
    financial and tax basis


59,731



33,683Differences between financial and
    tax basis inventory


25,375



22,735Valuation allowance


(51,808
)


(44,003
)Total deferred tax assets


322,419



283,174Deferred tax liabilities:Property, plant and equipment


(113,960
)


(128,850
)Goodwill and other intangibles


(164,537
)


(30,972
)Other differences between
    financial and tax basis


(5,227
)


(7,690
)Total deferred tax liabilities


(283,724
)


(167,512
)Net deferred tax assets

$
38,695


$
115,662      81




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
             18.
    Disputes,
    Litigation and Contingencies  Litigation
    and Other Disputes
    Insurance
   82




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   19.
    Commitments  Operating
    Leases
    2007

$
59,9062008


44,1732009


34,8192010


29,2252011


23,413Thereafter


123,668$
315,204     20.
    Related
    Party Transactions    5 8
       83




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   21.
    Segment
    Information  Geographic
    Segments
    Revenues from Unaffiliated Customers


Long-lived Assets2006


2005


2004


2006


2005


2004(In thousands)United States

$
2,512,840


$
1,609,209


$
1,140,974


$
2,956,817


$
1,306,406


$
1,761,501Canada


1,159,790



791,496



528,581



1,291,666



1,515,520



534,286Latin America


726,197



423,974



301,392



360,220



423,490



171,570Europe, CIS and West Africa


827,343



659,308



556,112



875,645



1,376,412



730,944Middle East and North Africa


922,131



519,826



376,054



1,031,280



902,904



234,840Asia Pacific


430,627



329,414



228,661



229,642



369,604



129,377$
6,578,928


$
4,333,227


$
3,131,774


$
6,745,270


$
5,894,336


$
3,562,518   Reporting
    Segments
         84




---



##### Table of Contents



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


Completion &Intervention


ProductionServices


Systems


Corporate(a)


Total(In thousands)2006Revenues from unaffiliated
    customers

$
4,234,024


$
2,344,904


$



$
6,578,928Depreciation and amortization


379,406



100,000



3,655



483,061Operating income (loss)


1,025,630



424,342



(109,763
)


1,340,209Total assets


6,940,426



2,942,165



256,657



10,139,248Capital expenditures for property,
    plant and equipment


774,875



262,562



33,647



1,071,0842005Revenues from unaffiliated
    customers

$
2,528,745


$
1,804,482


$



$
4,333,227Depreciation and amortization


246,061



85,824



2,453



334,338Operating income (loss)(b)


454,622



209,685



(99,465
)


564,842Total assets


5,750,477



2,407,083



422,744



8,580,304Capital expenditures for property,
    plant and equipment


397,330



109,933



19,341



526,6042004Revenues from unaffiliated
    customers

$
1,697,635


$
1,434,139


$



$
3,131,774Depreciation and amortization


177,468



75,947



2,469



255,884Operating income (loss)


323,190



131,126



(52,051
)


402,265Total assets


2,647,441



2,153,973



729,312



5,530,726Capital expenditures for property,
    plant and equipment


194,139



92,773



23,918



310,830     (a)
    
    Includes Equity in Earnings of Unconsolidated Affiliates that
    are integral to the Companys operations.(b)
    
    Includes Exit Costs and Restructuring Charges of $72,769, $8,728
    and $32,738 in Evaluation, Drilling & Intervention
    Services, Completion & Production Systems and
    Corporate, respectively (See Note 4).    22.
    Consolidating
    Financial Statements   85




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    5 8 5 8 1 4 1 4 364-Day
   86




---



##### 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



3,229,840







3,233,710166



6,010



3,353,821







3,359,997Equity 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



6,729,837







6,779,251$
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  87




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Condensed
    Consolidating Balance Sheet
    December 31, 2005
  OtherParent


Issuer


Subsidiaries


Eliminations


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

$
124


$
3,172


$
130,949


$



$
134,245Other Current Assets


952



1,179



2,502,497







2,504,6281,076



4,351



2,633,446







2,638,873Equity Investments in Affiliates


8,029,938



2,602,236



12,368,520



(23,000,694
)


Shares Held in Parent






152,111







(152,111
)


Intercompany Receivables, Net


180,959



1,741,011







(1,921,970
)


Other Assets


43,493



10,366



5,887,572







5,941,431$
8,255,466


$
4,510,075


$
20,889,538


$
(25,074,775
)

$
8,580,304LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent Liabilities:Short-term Borrowings and Current
    Portion of Long-term Debt

$
717,628


$
206,118


$
31,020


$



$
954,766Accounts Payable and Other Current
    Liabilities


4,002



7,770



1,031,603







1,043,375721,630



213,888



1,062,623







1,998,141Long-term Debt


255,329



357,449



19,293







632,071Intercompany Payables, Net










1,921,970



(1,921,970
)


Other Long-term Liabilities


46,792



80,231



156,252







283,275Shareholders Equity


7,231,715



3,858,507



17,729,400



(23,152,805
)


5,666,817$
8,255,466


$
4,510,075


$
20,889,538


$
(25,074,775
)

$
8,580,304  88




---



##### 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
)


(5,226,664
)






(5,244,549
)Equity in Earnings of
    Unconsolidated Affiliates










5,830







5,830Operating Income (Loss)


(16,872
)


(1,013
)


1,358,094







1,340,209Other Income (Expense):Interest Expense, Net


(74,669
)


(26,337
)


(1,915
)






(102,921
)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
)


(11,876
)






(13,065
)Income (Loss) from Continuing
    Operations Before Income Taxes and Minority Interest


896,372



1,045,899



1,319,112



(2,037,160
)


1,224,223Provision for Income Taxes


(3
)


(14,929
)


(301,592
)






(316,524
)Income (Loss) from Continuing
    Operations Before Minority Interest


896,369



1,030,970



1,017,520



(2,037,160
)


907,699Minority Interest, Net










(11,330
)






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


896,369



1,030,970



1,006,190



(2,037,160
)


896,369Loss from Discontinued Operation,
    Net of Taxes


















Net Income (Loss)

$
896,369


$
1,030,970


$
1,006,190


$
(2,037,160
)

$
896,369  89




---



##### 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
)


(3,761,376
)






(3,778,812
)Equity in Earnings of
    Unconsolidated Affiliates










10,427







10,427Operating Income (Loss)


(16,524
)


(912
)


582,278







564,842Other 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
)


(2,858
)






(69,135
)Intercompany Charges, Net


(35,500
)


104,146



(68,646
)






Equity in Subsidiary Income


411,695



376,282







(787,977
)


Other, Net


15,598



(315
)


4,479







19,762Income (Loss) from Continuing
    Operations Before Income Taxes and Minority Interest


467,772



431,144



515,253



(787,977
)


626,192Provision for Income Taxes


(352
)


(19,449
)


(139,365
)






(159,166
)Income (Loss) from Continuing
    Operations Before Minority Interest


467,420



411,695



375,888



(787,977
)


467,026Minority Interest, Net










(817
)






(817
)Income (Loss) from Continuing
    Operations


467,420



411,695



375,071



(787,977
)


466,209Income from Discontinued
    Operation, Net of Taxes










1,211







1,211Net Income (Loss)

$
467,420


$
411,695


$
376,282


$
(787,977
)

$
467,420  90




---



##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Condensed
    Consolidating Statement of Operations
    Year Ended December 31, 2004
  OtherParent


Issuer


Subsidiaries


Eliminations


Consolidation(In thousands)Revenues

$



$



$
3,131,774


$



$
3,131,774Costs and Expenses


(3,662
)


(1,490
)


(2,728,195
)






(2,733,347
)Equity in Earnings of
    Unconsolidated Affiliates










3,838







3,838Operating Income (Loss)


(3,662
)


(1,490
)


407,417







402,265Other Income (Expense):Gain on Sale of Universal Common
    Stock


77,642















77,642Interest Expense, Net


(11,839
)


(43,720
)


(4,157
)






(59,716
)Intercompany Charges, Net


(31,297
)


90,547



(59,250
)






Equity in Subsidiary Income


281,281



283,320







(564,601
)


Other, Net


17,847



340



(7,631
)






10,556Income (Loss) from Continuing
    Operations Before Income Taxes and Minority Interest


329,972



328,997



336,379



(564,601
)


430,747(Provision) Benefit for Income
    Taxes


174



(47,716
)


(45,130
)






(92,672
)Income (Loss) from Continuing
    Operations Before Minority Interest


330,146



281,281



291,249



(564,601
)


338,075Minority Interest, Net










(776
)






(776
)Income (Loss) from Continuing
    Operations


330,146



281,281



290,473



(564,601
)


337,299Loss from Discontinued Operation,
    Net of Taxes










(7,153
)






(7,153
)Net Income (Loss)

$
330,146


$
281,281


$
283,320


$
(564,601
)

$
330,146  91




---



##### 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:Equity in Earnings of
    Unconsolidated Affiliates










(5,830
)






(5,830
)Equity 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
)


65,981







43,319Other Adjustments


95,020



22,774



35,367







153,161Net Cash Provided (Used) by
    Continuing Operations


3,151



(43,031
)


1,126,899







1,087,019Net Cash Provided by Discontinued
    Operation


















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










(1,071,084
)






(1,071,084
)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


(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


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  92




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 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:Equity in Earnings of
    Unconsolidated Affiliates


(9,496
)






(10,427
)






(19,923
)Gain 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



8,938







28,777Other Adjustments


(163,275
)


(177,042
)


415,099







74,782Net Cash Provided (Used) by
    Continuing Operations


(188,811
)


(225,936
)


915,547







500,800Net Cash Provided by Discontinued
    Operation










2,294







2,294Net 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










(526,618
)






(526,618
)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


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


(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  93




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2004
  OtherParent


Issuer


Subsidiaries


Eliminations


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

$
330,146


$
281,281


$
283,320


$
(564,601
)

$
330,146Adjustments to Reconcile Net Income
    (Loss) to Net Cash Provided (Used) by Operating Activities:Equity in Earnings of
    Unconsolidated Affiliates


(18,567
)






(3,838
)






(22,405
)Gain on Sale of Universal Common
    Stock


(77,642
)














(77,642
)Charges from Parent or Subsidiary


31,297



(90,547
)


59,250







Equity in (Earnings) Loss of
    Affiliates


(281,281
)


(283,320
)






564,601



Deferred Income Tax Provision
    (Benefit)


(686
)


15,786



(30,826
)






(15,726
)Other Adjustments


117,186



5,131



159,451







281,768Net Cash Provided (Used) by
    Continuing Operations


100,453



(71,669
)


467,357







496,141Net Cash Provided by Discontinued
    Operation










7,338







7,338Net Cash Provided (Used) by
    Operating Activities


100,453



(71,669
)


474,695







503,479Cash Flows from Investing
    Activities:Acquisitions of Businesses, Net of
    Cash Acquired










(26,464
)






(26,464
)Capital Expenditures for Property,
    Plant and Equipment










(310,868
)






(310,868
)Acquisition of Intellectual Property










(20,494
)






(20,494
)Proceeds from Sale of Assets and
    Businesses, Net










23,595







23,595Proceeds from Sale of Universal
    Common Stock


231,798















231,798Other, Net










(2,856
)






(2,856
)Net Cash Provided (Used) by
    Investing Activities


231,798







(337,087
)






(105,289
)Cash Flows from Financing
    Activities:Repayments on Asset Securitization,
    Net






(75,000
)










(75,000
)Repayments on Short-term Debt, Net


(144,000
)






(39,775
)






(183,775
)Repayments on Long-term Debt, Net






(1,118
)


(7,866
)






(8,984
)Proceeds from Exercise of Stock
    Options






129,549











129,549Borrowings (Repayments) between
    Subsidiaries, Net


(50,854
)


90,568



(39,714
)






Other, Net






(1,236
)


(163
)






(1,399
)Net Cash Provided (Used) by
    Financing Activities


(194,854
)


142,763



(87,518
)






(139,609
)Effect of Exchange Rate Changes on
    Cash and Cash Equivalents










2,776







2,776Net Increase in Cash and Cash
    Equivalents


137,397



71,094



52,866







261,357Cash and Cash Equivalents at
    Beginning of Year


1,582



2,959



51,541







56,082Cash and Cash Equivalents at End of
    Year

$
138,979


$
74,053


$
104,407


$



$
317,439  94




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##### Table of Contents



WEATHERFORD
    INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  23.
    Quarterly
    Financial Data (Unaudited)    1st Qtr.


2nd Qtr.


3rd Qtr.


4th Qtr.


Total(In thousands, except per share amounts)2006Revenues

$
1,536,011


$
1,538,576


$
1,696,753


$
1,807,588


$
6,578,928Gross Profit


548,370



540,304



618,467



653,981



2,361,122Net Income


203,317



186,847



234,203



272,002



896,369Earnings Per Share:Basic

$
0.58


$
0.54


$
0.68


$
0.80


$
2.59Diluted

$
0.57


$
0.52


$
0.66


$
0.78


$
2.532005Revenues

$
857,706


$
937,295


$
1,076,816


$
1,461,410


$
4,333,227Gross Profit


274,970



304,187



328,154



474,768



1,382,079Income from Continuing Operations


80,435



94,725



47,299



243,750



466,209Income from Discontinued Operation


161



463



587







1,211Net Income


80,596



95,188



47,886



243,750



467,420Basic Earnings Per Share:Continuing Operations

$
0.29


$
0.34


$
0.16


$
0.70


$
1.55Discontinued Operation


0.00



0.00



0.00



0.00



0.01Net Income

$
0.29


$
0.34


$
0.16


$
0.70


$
1.56Diluted Earnings Per Share:Continuing Operations

$
0.27


$
0.32


$
0.15


$
0.69


$
1.47Discontinued Operation


0.00



0.00



0.00



0.00



0.00Net Income

$
0.27


$
0.32


$
0.15


$
0.69


$
1.47   24.
    Subsequent
    Event   95




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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(e) 15d-15(e)
  Changes
    in internal controls.
    Internal
    controls over financial reporting.
   
  Item 9B.
    Other
    Information   
  PART III
 
  Item 10.
    Directors
    and Executive Officers of the Registrant  Form 10-K
   
  Item 11.
    Executive
    Compensation  Form 10-K
 96




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management  Form 10-K
  Equity
    Compensation Plan Information
    Number of SharesRemaining AvailableNumber of Shares to





for Future Issuancebe 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


667


$
40.66



9,406Equity compensation plans not
    approved by shareholders (a)


21,532



23.73



Total


22,199



24.24



9,406     (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
    provides for the grant of options to purchase up to
    44,000,000 shares. As of December 31, 2006, there were
    options to purchase an aggregate of 7,928,605 Common Shares
    outstanding under this Plan, of which options to purchase an
    aggregate of 7,306,405 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, 2006, 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 97




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##### 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, 2006, there were
    61,412 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, 2006, there were 91,486 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, 2006 there were 6,968,870 shares granted
    under this plan, of which 1,656,055 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  Form 10-K
 
  Item 14.
    Principal
    Accountant Fees and Services  Form 10-K
 
  PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules         98




---



##### Table of Contents



Exhibits:
  ExhibitNumber

Description2
.1

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

Agreement and Plan of Merger dated
    May 8, 2002, among Weatherford International, Inc.,
    Weatherford Merger, Inc., Weatherford International Ltd. and
    Weatherford U.S. Holdings LLC (incorporated by reference to
    Exhibit 2.1 to Amendment No. 1 to the Registration
    Statement on
    Form S-4
    (Reg. No.
    333-85644)
    filed on May 22, 2002).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). 99




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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, 2006.10
.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).*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). 100




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ExhibitNumber

Description*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.*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 10, 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).*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). 101




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ExhibitNumber

Description*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). 102




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##### Table of Contents



ExhibitNumber

Description*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.*10
.46

Form of Stock Option Award
    Agreement for Officers pursuant to Weatherford International
    Ltd. 2006 Omnibus Incentive Plan.*10
.47

Form of Restricted Share Award
    Agreement for Non-employee Directors pursuant to Weatherford
    International Ltd. 2006 Omnibus Incentive Plan.*10
.48

Form of Restricted Share Award
    Agreement for Officers pursuant to Weatherford International
    Ltd. 2006 Omnibus Incentive Plan.*10
.49

Form of Stock Option Award
    Agreement for Non-employee Directors pursuant to Weatherford
    International Ltd. 2006 Omnibus Incentive Plan.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
   103




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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, 2006
  AdditionsBalance at


Charged to








Balance atBeginning


Costs and








End ofDescription

of Period


Expenses


Collections


Deductions


Period(In thousands)Year 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
)

$
12,210Year Ended December 31,
    2004:Allowance for uncollectible
    accounts receivable

$
16,728


$
3,138


$
2,491


$
(6,447
)

$
15,910    104




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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 22, 2007/s/  Andrew
    P.
    BecnelAndrew
    P. Becnel

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

February 22, 2007/s/  Jessica
    AbarcaJessica
    Abarca

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

February 22, 2007/s/  Nicholas
    F.
    BradyNicholas
    F. Brady

Director

February 22, 2007/s/  David
    J.
    ButtersDavid
    J. Butters

Director

February 22, 2007/s/  Sheldon
    B.
    LubarSheldon
    B. Lubar

Director

February 22, 2007/s/  William
    E.
    MacaulayWilliam
    E. Macaulay

Director

February 22, 2007/s/  Robert
    B.
    MillardRobert
    B. Millard

Director

February 22, 2007/s/  Robert
    K.
    Moses, Jr.Robert
    K. Moses, Jr.

Director

February 22, 2007/s/  Robert
    A.
    RayneRobert
    A. Rayne

Director

February 22, 2007  105




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##### Table of Contents



Exhibits:
  ExhibitNumber

Description2
.1

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

Agreement and Plan of Merger dated
    May 8, 2002, among Weatherford International, Inc.,
    Weatherford Merger, Inc., Weatherford International Ltd. and
    Weatherford U.S. Holdings LLC (incorporated by reference to
    Exhibit 2.1 to Amendment No. 1 to the Registration
    Statement on
    Form S-4
    (Reg. No.
    333-85644)
    filed on May 22, 2002).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). 106




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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, 2006.10
.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).*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). 107




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##### Table of Contents



ExhibitNumber

Description*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.*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 10, 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).*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). 108




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##### Table of Contents



ExhibitNumber

Description*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). 109




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##### Table of Contents



ExhibitNumber

Description*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.*10
.46

Form of Stock Option Award
    Agreement for Officers pursuant to Weatherford International
    Ltd. 2006 Omnibus Incentive Plan.*10
.47

Form of Restricted Share Award
    Agreement for Non-employee Directors pursuant to Weatherford
    International Ltd. 2006 Omnibus Incentive Plan.*10
.48

Form of Restricted Share Award
    Agreement for Officers pursuant to Weatherford International
    Ltd. 2006 Omnibus Incentive Plan.*10
.49

Form of Stock Option Award
    Agreement for Non-employee Directors pursuant to Weatherford
    International Ltd. 2006 Omnibus Incentive Plan.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
   110