SEC Comment Letter 0000000000-23-003044 to Weatherford International plc (WFRD) (CIK 0001603923) (WFRD)
Weatherford International plc (WFRD) (CIK 0001603923)
Date: March 27, 2023 · CIK: 0001603923 · Accession: 0000000000-23-003044
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File numbers found in text: 001-36504
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United States securities and exchange commission logo
March 27, 2023
Arunava Mitra
Chief Financial Officer
Weatherford International plc
2000 St. James Place
Houston, TX 77056
Re:Weatherford International plc
Form 10-K for the Year Ended December 31, 2022
Filed February 8, 2023
File No. 001-36504
Dear Arunava Mitra:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 22
1.When describing the changes in your results of operations on both a consolidated and
segment basis, please specifically identify and quantify the key drivers contributing the
material changes for revenues and expenses in each period. Refer to Item 303 of
Regulation S-K and SEC Release No. 33-8350.
Form 8-K filed February 7, 2023
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited), page 13
2.You disclose the following non-GAAP measures: EBITDA, adjusted EBITDA, free cash
flow, net leverage ratio, non-GAAP adjusted operating income, non-GAAP income (loss)
before income taxes, non-GAAP provision for income taxes, non-GAAP net income and
FirstName LastNameArunava Mitra
Comapany NameWeatherford International plc
March 27, 2023 Page 2
FirstName LastName
Arunava Mitra
Weatherford International plc
March 27, 2023
Page 2
non-GAAP diluted income(loss) per share. We note your disclosure on page 14 states,
“Weatherford’s management believes that certain non-GAAP financial measures (as
defined under the SEC’s Regulation G and Item 10(e) of Regulation S-K) may provide
users of this financial information additional meaningful comparisons between current
results and results of prior periods and comparisons with peer companies.” Please revise
your disclosure to address the specific reasons management believes each of the non-
GAAP measures presented provide useful information to investors. Refer to Item
10(e)(1)(i)(c) of Regulation S-K.
3.We note you present Adjusted EBITDA margin for each segment on pages 6 and 7. You
also discuss Adjusted EBITDA margin on a consolidated basis on pages 1 and 2. Please
revise your disclosure to identify this measure as non-GAAP and present the most directly
comparable GAAP margin with equal or greater prominence to comply with Item
10(e)(1)(i)(A) of Regulation S-K. Refer to Question 102.10(a) of the Compliance and
Disclosure Interpretations for Non-GAAP Measures. In addition, please disclose the
reasons management believes these non-GAAP measures provide useful information to
investors. Refer to Item 10(e)(1)(i)(c) of Regulation S-K. This comment also applies to
similar disclosure included in your Form 10-K.
4.We note from your reconciliation on page 13 that free cash flow is calculated as net cash
provided by operating activities adjusted for capital expenditures for property, plant and
equipment and proceeds from disposition of assets. This definition of free cash flow
differs from the typical calculation of this measure (i.e., cash flows from operations less
capital expenditures). In order to avoid potential confusion, please revise the title of your
non-GAAP measure to “adjusted free cash flow” or a similar title. Refer to Question
102.07 of the Compliance and Disclosure Interpretations for Non-GAAP Measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Myra Moosariparambil at (202) 551-3796 or Shannon Buskirk at (202)
551-3717 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation