What changed in this filing

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Item 1. Financial Statements

2024-10-23 compared with 2024-07-24 · 103 added, 77 removed, 322 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(Dollars and shares in millions, except per share amounts) 2024 2023 2024 2023

9 unchanged sentences

Other Charges (Credits)

13 ( 5 ) 21 ( 9 )

Total Costs and Expenses 1,166 1,095 3,432 3,169

6 unchanged sentences

Income Before Income Taxes 178 164 570 357

Income Tax Benefit (Provision) ( 73 ) 16 ( 132 ) ( 22 )

Income Tax Provision ( 12 ) ( 33 ) ( 144 ) ( 55 )

Net Income 166 131 426 302

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(Dollars in millions) 2024

8 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars and shares in millions, except par value) June 30, 2024

(Dollars and shares in millions, except par value) September 30, 2024

December 31, 2023

1 unchanged sentence

Restricted Cash 58 105

Accounts Receivable, Net of Allowance for Credit Losses of $ 10 at June 30, 2024 and $ 16 at December 31, 2023

Accounts Receivable, Net of Allowance for Credit Losses of $ 7 at September 30, 2024 and $ 16 at December 31, 2023

Inventories, Net 919 788

1 unchanged sentence

Total Current Assets 3,400 3,345

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 934 at June 30, 2024 and $ 883 at December 31, 2023

Intangibles, Net of Accumulated Amortization of $ 718 at June 30, 2024 and $ 639 at December 31, 2023

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 964 at September 30, 2024 and $ 883 at December 31, 2023

Intangibles, Net of Accumulated Amortization of $ 764 at September 30, 2024 and $ 639 at December 31, 2023

Operating Lease Assets 133 138

15 unchanged sentences

Ordinary Shares - Par Value $ 0.001 ;

Authorized 1,356 shares, Issued and Outstanding 73.2 shares at June 30, 2024 and 72.1 at December 31, 2023

Authorized 1,356 shares, Issued and Outstanding 72.7 shares at September 30, 2024 and 72.1 at December 31, 2023

Capital in Excess of Par Value 2,956 2,906

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions) 2024 2023

5 unchanged sentences

Loss on Blue Chip Swap Securities 10 57

Inventory Charges 15 11

Gain on Disposition of Assets

( 33 ) ( 11 )

Deferred Income Tax Provision (Benefit)

3 unchanged sentences

( 131 ) ( 103 )

( 92 ) ( 75 )

Accounts Payable

17 unchanged sentences

Distributions to Noncontrolling Interests

( 19 ) ( 21 )

Tax Remittance on Equity Awards Vested ( 9 ) ( 54 )

Share Repurchases

Dividends Paid

Other Financing Activities ( 18 ) ( 7 )

8 unchanged sentences

Supplemental Noncash Information:

844,702 Shares of Common Stock Issued for Acquisitions

844,702 Ordinary Shares Issued for Acquisitions

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

16 unchanged sentences

Please refer to “Note 1 – Summary of Significant Accounting Policies” of our Consolidated Financial Statements from our 2023 Form 10-K for the discussion on our significant accounting policies.

Certain reclassifications have been made to these Condensed Consolidated Financial Statements and accompanying footnotes for the three and six months ended June 30, 2023 to conform to the presentation for the three and six months ended June 30, 2024.

Certain reclassifications have been made to these Condensed Consolidated Financial Statements and accompanying footnotes for the three and nine months ended September 30, 2023 to conform to the presentation for the three and nine months ended September 30, 2024.

Accounting Standards Issued Not Yet Adopted

8 unchanged sentences

Research and development expenses are included in segment adjusted EBITDA.

All other results were from non-core business activities (including integrated services and projects).

All Other results were from non-core business activities (including pass through and project management services included in integrated services and projects).

Corporate includes overhead support and centrally managed or shared facility costs.

All other and corporate do not individually meet the criteria for segment reporting.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Dollars in millions) 2024 2023 2024 2023

12 unchanged sentences

Share-based Compensation ( 10 ) ( 9 ) ( 35 ) ( 26 )

( 12 ) ( 8 ) ( 25 ) ( 17 )

Other Credits (Charges)

3 unchanged sentences

The following table disaggregates our revenue from contracts with customers by geographic area and includes equipment rental revenue.

Equipment rental revenues were $ 39 million and $ 73 million in the three and six months ended June 30, 2024, respectively, and $ 39 million and $ 72 million for the three and six months ended June 30, 2023, respectively.

During the three and six months ended June 30, 2024, the U.S.

accounted for 14 % of total revenue in each period, respectively, and the Kingdom of Saudi Arabia accounted for 11 % and 10 % of total revenue, respectively.

In addition, for the three and six months ended June 30, 2024, Mexico accounted for 12 % and 13 % of total revenue, respectively, driven by a customer which accounted for 10 % and 11 %, respectively.

During the three and six months ended June 30, 2023, the U.S.

accounted for 17 % and 18 %, respectively and Mexico accounted for 13 % in each period, respectively.

Equipment rental revenues were $ 38 million and $ 111 million in the three and nine months ended September 30, 2024, respectively, and $ 37 million and $ 109 million for the three and nine months ended September 30, 2023, respectively.

During the three and nine months ended September 30, 2024, the U.S.

accounted for 15 % and the Kingdom of Saudi Arabia accounted for 10 % of revenue in each period, respectively.

In addition, for the three and nine months ended September 30, 2024, Mexico accounted for 12 % and 13 % of total revenue, respectively, driven by a customer which accounted for 10 % and 11 % of total revenue, respectively.

During the three and nine months ended September 30, 2023, the U.S.

accounted for 16 % and 17 %, respectively and Mexico accounted for 14 % and 13 %, respectively.

No other country accounted for more than 10% of our revenue in the periods presented.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Dollars in millions) 2024 2023 2024 2023

12 unchanged sentences

The timing of our revenue recognition, billings, and cash collections results in the recording of accounts receivable, contract assets, and contract liabilities.

The following table summarizes these balances as of June 30, 2024 and December 31, 2023:

(Dollars in millions) June 30, 2024 December 31, 2023

The following table summarizes these balances as of September 30, 2024 and December 31, 2023:

(Dollars in millions) September 30, 2024 December 31, 2023

Receivables for Product and Services in Accounts Receivable, Net $ 1,200 $ 1,182

6 unchanged sentences

4 – Inventories, Net

Inventories, net of reserves of $ 114 million and $ 121 million as of June 30, 2024 and December 31, 2023, respectively, are presented by category in the table below:

(Dollars in millions) June 30, 2024 December 31, 2023

Inventories, net of reserves of $ 116 million and $ 121 million as of September 30, 2024 and December 31, 2023, respectively, are presented by category in the table below:

(Dollars in millions) September 30, 2024 December 31, 2023

Finished Goods $ 804 $ 688

2 unchanged sentences

The change in inventory reserves includes inventory charges primarily offset by the disposal of inventory previously reserved.

The net charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 9 million and $ 15 million in the three and six months ended June 30, 2024, respectively, and nil and $ 11 million in the three and six months ended June 30, 2023, respectively.

The charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 9 million and $ 24 million in the three and nine months ended September 30, 2024, respectively, and nil and $ 11 million in the three and nine ended September 30, 2023, respectively.

5 – Intangibles, Net

The components of intangible assets, net were as follows:

(Dollars in millions) June 30, 2024 December 31, 2023

Developed and Acquired Technology, Net of Accumulated Amortization of $ 538 at June 30, 2024 and $ 479 at December 31, 2023

Trade Names, Net of Accumulated Amortization of $ 180 at June 30, 2024 and $ 160 at December 31, 2023

Intangibles, Net of Accumulated Amortization of $ 718 at June 30, 2024 and $ 639 at December 31, 2023

Amortization expense was $ 41 million and $ 82 million in the three and six months ended June 30, 2024, respectively, and $ 40 million and $ 80 million for the three and six months ended June 30, 2023, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

The increase was primarily related to intangibles acquired in connection with acquisitions during the three months ended March 31, 2024.

(Dollars in millions) September 30, 2024 December 31, 2023

Developed and Acquired Technology, Net of Accumulated Amortization of $ 574 at September 30, 2024 and $ 479 at December 31, 2023

Trade Names, Net of Accumulated Amortization of $ 190 at September 30, 2024 and $ 160 at December 31, 2023

Intangibles, Net of Accumulated Amortization of $ 764 at September 30, 2024 and $ 639 at December 31, 2023

Amortization expense was $ 43 million and $ 125 million in the three and nine months ended September 30, 2024, respectively, and $ 37 million and $ 117 million for the three and nine months ended September 30, 2023, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

The net increase in developed and acquired technology was primarily related to intangibles acquired in connection with acquisitions during the three and nine months ended September 30, 2024.

Please refer to “Note 13 – Acquisitions.”

6 – Borrowings and Other Debt Obligations

(Dollars in millions) June 30, 2024 December 31, 2023

(Dollars in millions) September 30, 2024 December 31, 2023

Current Portion of 6.50 % Senior Secured Notes due 2028 “2028 Senior Secured Notes”

17 unchanged sentences

On December 1, 2022, the indenture related to our 2030 Senior Notes was amended and supplemented to add Weatherford International, LLC (“Weatherford Delaware”) as co-issuer and co-obligor, and concurrently release the guarantee of Weatherford Delaware.

At June 30, 2024 and December 31, 2023, the carrying value represents the remaining unpaid principal of $ 1.6 billion at each date, offset by unamortized deferred issuance cost of $ 12 million and $ 13 million, respectively.

At September 30, 2024 and December 31, 2023, the carrying value represents the remaining unpaid principal of $ 1.6 billion, offset by unamortized deferred issuance cost of $ 12 million and $ 13 million, respectively.

Credit Agreement

7 unchanged sentences

In addition, we amended the Credit Agreement to allow for future increases in total commitments of up to $ 1 billion.

As of June 30, 2024, we had zero borrowings outstanding under the Credit Agreement and $ 389 million of letters of credit outstanding.

The letters of credit consisted of $ 289 million for performance letters of credit and $ 48 million for financial letters of credit under the Credit Agreement and $ 52 million letters of credit under various uncommitted bi-lateral facilities ($ 44 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

As of December 31, 2023, we had zero borrowings outstanding under the Credit Agreement and $ 376 million of letters of credit.

The letters of credit consisted of $ 218 million for performance letters of credit and $ 52 million for financial letters of credit under the Credit Agreement and $ 106 million letters of credit under various uncommitted bi-lateral facilities ($ 101 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

As of September 30, 2024, we had zero borrowings outstanding under the Credit Agreement and $ 386 million of letters of credit outstanding.

The letters of credit consisted of $ 277 million for performance letters of credit, $ 40 million for financial letters of credit under the Credit Agreement and $ 69 million letters of credit under various uncommitted bi-lateral facilities ($ 44 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

As of December 31, 2023, we had zero borrowings outstanding under the Credit Agreement and $ 376 million of letters of credit outstanding.

The letters of credit consisted of $ 218 million for performance letters of credit, $ 52 million for financial letters of credit under the Credit Agreement and $ 106 million letters of credit under various uncommitted bi-lateral facilities ($ 101 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors.

2 unchanged sentences

The table below presents the fair value and carrying value of our long-term debt (excluding finance leases).

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(Dollars in millions) Carrying Value Fair Value Carrying Value Fair Value

10 unchanged sentences

8 – Shareholders’ Equity

Shares issued and outstanding on our Condensed Consolidated Balance Sheets increased from 72.1 million as of December 31, 2023 to 73.2 million as of June 30, 2024.

The change was due to equity awards granted, vested, and exercised, net of shares withheld for taxes, which also included the issuance of 844,702 of our ordinary shares in connection with acquisitions during the six months ended June 30, 2024.

The following summarizes our shareholders’ equity activity for the three and six months ended June 30, 2024 and 2023:

Shares issued and outstanding on our Condensed Consolidated Balance Sheets increased from 72.1 million as of December 31, 2023 to 72.7 million as of September 30, 2024.

The increase was due to the issuance of 0.8 million of our ordinary shares related to acquisitions and 0.3 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes, partially offset by the cancellation of 0.5 million of our ordinary shares repurchased for $ 50 million, under a $ 500 million share repurchase program announced on July 23, 2024.

On July 23, 2024, we announced our Board authorization of a dividend program under which we intend to pay regular quarterly cash dividends, subject to our Board’s discretion and continuing determination that it is in the best interest of the Company and complies with applicable legal requirements.

The announcement included a cash dividend declaration of $ 0.25 per share of the Company’s ordinary shares, or $ 19 million, payable on September 12, 2024 to shareholders of record as of August 13, 2024.

The following summarizes our shareholders’ equity activity for the three and nine months ended September 30, 2024 and 2023:

(Dollars in millions) Capital in Excess of Par Value Retained

Income (Deficit) Accumulated

Comprehensive Loss Noncontrolling Interests Total Shareholders’ Equity

Comprehensive Loss

Noncontrolling Interests Total Shareholders’ Equity

Balance at December 31, 2023

1 unchanged sentence

Net Income — 112 — 11 123

Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes 4 — — — 4

Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes

Other Comprehensive Loss — — ( 24 ) — ( 24 )

3 unchanged sentences

Net Income — 125 — 12 137

Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes 12 — — — 12

Equity Awards, Granted, and Vested, Net of Shares Withheld for Taxes

Distributions to Noncontrolling Interests — — — ( 9 ) ( 9 )

1 unchanged sentence

$ 2,997 $ ( 1,717 ) $ ( 52 ) $ 12 $ 1,240

Net Income — 157 — 9 166

Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes

Share Repurchases

( 50 ) — — — ( 50 )

Dividends Declared ($ 0.25 per share) (1)

— ( 19 ) — — ( 19 )

Other Comprehensive Income — — 20 — 20

Distributions to Noncontrolling Interests — — — ( 10 ) ( 10 )

Balance at September 30, 2024

$ 2,956 $ ( 1,579 ) $ ( 32 ) $ 11 $ 1,356

(1) Includes dividend equivalents on share-based awards.

(Dollars in millions) Capital in Excess of Par Value Retained

Income (Deficit) Accumulated

Comprehensive Income (Loss) Noncontrolling Interests Total Shareholders’ Equity

Comprehensive Loss

Noncontrolling Interests Total Shareholders’ Equity

Balance at December 31, 2022

11 unchanged sentences

$ 2,891 $ ( 2,217 ) $ ( 29 ) $ 27 $ 672

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the six months ended June 30, 2024 and 2023:

Net Income — 123 — 8 131

Distributions to Noncontrolling Interests — — — ( 15 ) ( 15 )

Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes 9 — — — 9

Other Comprehensive Loss — — ( 35 ) — ( 35 )

Other — — — 1 1

Balance at September 30, 2023

$ 2,900 $ ( 2,094 ) $ ( 64 ) $ 21 $ 763

The following table presents the changes in our accumulated other comprehensive loss by component for the nine months ended September 30, 2024 and 2023:

(Dollars in millions) Currency Translation Adjustment Defined Benefit Pension Total

2 unchanged sentences

Other Comprehensive Loss ( 4 ) — ( 4 )

Balance at June 30, 2024

Balance at September 30, 2024

$ ( 47 ) $ 15 $ ( 32 )

2 unchanged sentences

Other Comprehensive Loss ( 42 ) — ( 42 )

Balance at June 30, 2023

Balance at September 30, 2023

$ ( 83 ) $ 19 $ ( 64 )

1 unchanged sentence

A reconciliation of the number of shares used for the basic and diluted income per share calculation was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Dollars and shares in millions, except per share amounts) 2024 2023 2024 2023

Net Income Attributable to Weatherford $ 157 $ 123 $ 394 $ 277

Impact of Acquisition Contingent Consideration (1)

Net Income Attributable to Weatherford and Available to Shareholders

$ 155 $ 123 $ 394 $ 277

Basic Weighted Average Shares Outstanding 73.2 72.1 73.1 71.9

1 unchanged sentence

1.9 1.6 1.9 1.7

Dilutive Effect of Acquisition Contingent Consideration (1)

Diluted Weighted Average Shares Outstanding 75.2 73.7 75.0 73.6

1 unchanged sentence

Diluted Income per Share (1)

$ 2.06 $ 1.66 $ 5.25 $ 3.76

Anti-dilutive Weighted Average Shares:

3 unchanged sentences

0.3 8.2 0.4 8.6

[1] Included the maximum potentially dilutive shares contingently issuable for an acquisition consideration during the three months ended September 30,2024, the value of which was adjusted out of Net Income Attributable to Weatherford in calculating diluted income per share.

Basic income per share for all periods presented equals net income divided by our weighted average shares outstanding during the period.

Diluted income per share is computed by dividing net income by our weighted average shares outstanding during the period including potential dilutive ordinary shares.

Anti-dilutive weighted average shares represent securities that could potentially dilute income per share in the future, which are excluded from the computation as their impact was anti-dilutive.

Diluted income per share is computed by dividing net income available to shareholders by our weighted average shares outstanding during the period including potential dilutive ordinary shares.

Anti-dilutive weighted average shares represent securities that could potentially dilute income per share in the future, and are excluded from the computation of income per share.

Warrants to purchase 7.8 million ordinary shares at $ 99.96 per share were issued on December 13, 2019 and expired on December 13, 2023.

For the three and six months ended June 30, 2023 warrants were excluded from the diluted weighted average shares outstanding as the exercise price of the warrants was greater than the average market price of the Company’s ordinary shares.

For the three and nine months ended September 30, 2023 warrants were excluded from the diluted weighted average shares outstanding as the exercise price of the warrants was greater than the average market price of the Company’s ordinary shares.

10 – Income Taxes

We recognized a tax expense of $ 73 million and $ 132 million for the three and six months ended June 30, 2024, respectively, and a tax benefit of $ 16 million and tax expense of $ 22 million for the three and six months ended June 30, 2023, respectively.

Income tax expense was higher in the three and six months ended June 30, 2024 compared to the same periods in 2023, primarily due to increased earnings before taxes.

In addition, during the three and six months ended June 30, 2023, we had a release of valuation allowances and the recognition of a benefit from previously uncertain tax positions in the second quarter.

Those benefits were offset by the establishment of a valuation allowance of approximately $ 20 million related to the sale of Blue Chip Swap securities in Argentina.

We recognized a tax expense of $ 12 million and $ 144 million for the three and nine months ended September 30, 2024, respectively, compared to tax expense of $ 33 million and $ 55 million, respectively, for the three and nine months ended September 30, 2023.

Income tax expense was lower in the third quarter of 2024 compared to the same three month period in 2023 due to a release of a valuation allowance of $ 37 million in the third quarter of 2024.

Income tax expense was higher in the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to increased earnings before taxes.

In addition, income tax expense during the nine months ended 2023 had been lowered by $ 67 million due to the release of valuation allowances and the recognition of a benefit from previously uncertain tax positions.

The 2023 benefits were offset by the establishment of a valuation allowance of approximately $ 20 million related to the sale of Blue Chip Swap securities in Argentina.

We calculate income tax provision using the estimated annual effective tax rate method in accordance with Accounting Standards Codification “ASC” 740 - Income Taxes.

7 unchanged sentences

We cannot predict the timing or outcome regarding resolution of these tax examinations or if they will have a material impact on our financial statements.

As of June 30, 2024, we anticipate that it is reasonably possible that our uncertain tax positions of $ 278 million, including interest and penalties offset by net operating losses and other tax attributes if settled, may decrease by up to $ 13 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

As of September 30, 2024, we anticipate that it is reasonably possible that our uncertain tax positions of $ 265 million, including interest and penalties offset by net operating losses and other tax attributes if settled, may decrease by up to $ 6 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

11 – Credit Default Swap

1 unchanged sentence

The secured loan was utilized by this customer to pay certain of our outstanding receivables and accordingly, in the fourth quarter of 2023 and January of 2024, we received $ 140 million and $ 142 million, respectively.

Under the CDS terms, within five business days upon notification of default, we could be required to pay the then outstanding notional balance net of recoveries.

Under the CDS terms, within five business days upon notification of default, we could have been required to pay the then outstanding notional balance net of recoveries.

As of December 31, 2023, we had a notional balance of $ 130 million outstanding under the CDS, which increased to $ 260 million in January of 2024, following the receipt of the $ 142 million payment.

The agreement was modified during the second quarter of 2024 to reduce the notional balance and as of June 30, 2024, the notional balance under the CDS was $ 108 million.

The fair value of this derivative was not material as of June 30, 2024 and December 31, 2023.

The CDS agreement was terminated on July 17, 2024 and the remaining notional balance was eliminated.

The agreement was modified in the second quarter of 2024 to reduce the notional balance, and then terminated in the third quarter of 2024, extinguishing the remaining notional balance.

12 – Blue Chip Swap Securities - Argentina

6 unchanged sentences

dollars from Argentina through the purchase and sale of securities.

During the second quarter of 2024 and 2023, we completed a series of BCS transactions at implied exchange rates (“BCS rates”) that were approximately 26 % and 106 % higher, respectively, than the official exchange rate, resulting in a loss of $ 10 million and $ 57

million, respectively.

No BCS transactions were executed during the third quarter of 2024 or 2023.

During the second quarter of 2024 and 2023, we completed a series of BCS transactions at implied exchange rates that were approximately 26 % and 106 % higher, respectively, than the

official exchange rate, resulting in a loss of $ 10 million and $ 57 million, respectively.

13 – Acquisitions

During the six months ended June 30, 2024, we closed on acquisitions with total consideration of $ 136 million, which includes $ 36 million in cash net of cash acquired and 844,702 of our ordinary shares valued at $ 75 million on the closing dates.

During the nine months ended September 30, 2024, we closed on acquisitions with total consideration of $ 160 million, which includes $ 51 million in cash net of cash acquired and 0.8 million of our ordinary shares valued at $ 75 million on the closing dates.

These amounts include an immaterial acquisition during the three months ended September 30, 2024.

The purchases were accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification “ASC” 805 Business Combinations and the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values measured in accordance with the guidance under ASC 820 Fair Value Measurement.

The fair value measurements of the intangible assets were based on inputs not observable in the market and therefore represent Level 3 measurements.

The fair value of intangible assets recorded at the acquisition date was $ 88 million and an immaterial amount was recorded for goodwill and contingent considerations.

The fair value of intangible assets acquired was $ 99 million and the goodwill and contingent considerations were each immaterial.

Acquisition-related costs incurred by the Company are expensed as incurred.

The operating results of the acquired businesses were included in the Company’s results of operations from the date of acquisition.

The operating results of the acquired businesses were included in the Company’s results of operations from the dates of acquisition.

See also “Note 5 – Intangibles, Net” and “Note 8 – Shareholders’ Equity” in our Notes to Condensed Consolidated Financial Statements .

14 – Subsequent Events

On July 23, 2024, we announced that our Board declared a cash dividend of $ 0.25 per share of the Company’s ordinary shares, payable on September 12, 2024 to shareholders of record as of August 13, 2024.

We also announced that our Board has authorized a dividend program under which we intend to pay regular quarterly cash dividends, subject to our Board’s discretion and continuing determination that it is in the best interest of the Company and complies with applicable legal requirements.

Also on July 23, 2024, we announced our Board’s approval of a new $ 500 million share repurchase program.

The CDS agreement at “Note 11 – Credit Default Swap” was terminated on July 17, 2024 and the remaining notional balance was eliminated.

On October 17, 2024, our Board of Directors declared a cash dividend of $ 0.25 per share of the Company’s ordinary shares, payable on December 5, 2024 to shareholders of record as of November 6, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements