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Item 1. Financial Statements

2025-04-23 compared with 2024-10-23 · 154 added, 166 removed, 259 unchanged (55% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(Dollars and shares in millions, except per share amounts) 2025 2024

2 unchanged sentences

Total Revenue

1,409 1,313 4,172 3,773

Costs and Expenses:

3 unchanged sentences

Selling, General and Administrative 161 205

Other Charges (Credits)

13 ( 5 ) 21 ( 9 )

Restructuring Charges

Other Charges, Net

Total Costs and Expenses 1,051 1,125

3 unchanged sentences

( 26 ) ( 29 )

Loss on Blue Chip Swap Securities — — ( 10 ) ( 57 )

Other Expense, Net ( 20 ) ( 22 )

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(Dollars in millions) 2025

4 unchanged sentences

Comprehensive Income Attributable to Weatherford

$ 177 $ 88 $ 390 $ 235

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

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

(Dollars and shares in millions, except par value) March 31, 2025

December 31, 2024

1 unchanged sentence

Restricted Cash 57 59

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

Accounts Receivable, Net of Allowance for Credit Losses of $ 8 at March 31, 2025 and $ 8 at December 31, 2024

Inventories, Net 889 880

1 unchanged sentence

Total Current Assets 3,264 3,402

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

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 1,011 at March 31, 2025 and $ 940 at December 31, 2024

Intangibles, Net of Accumulated Amortization of $ 809 at March 31, 2025 and $ 793 at December 31, 2024

Operating Lease Assets 124 124

15 unchanged sentences

Ordinary Shares - Par Value $ 0.001 ;

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

Authorized 1,356 shares, Issued and Outstanding 72.6 shares at March 31, 2025 and 72.1 at December 31, 2024

Capital in Excess of Par Value 2,834 2,921

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions) 2025 2024

4 unchanged sentences

Foreign Exchange Losses

Loss on Blue Chip Swap Securities 10 57

Gain on Disposition of Assets

( 33 ) ( 11 )

Deferred Income Tax Provision (Benefit)

Deferred Income Tax Provision

Share-Based Compensation 7 13

1 unchanged sentence

Accounts Receivable

( 131 ) ( 103 )

Accounts Payable

6 unchanged sentences

Proceeds from Disposition of Assets 1 10

Purchases of Blue Chip Swap Securities

( 50 ) ( 110 )

Proceeds from Sales of Blue Chip Swap Securities

Business Acquisitions, Net of Cash Acquired

5 unchanged sentences

( 39 ) ( 172 )

Distributions to Noncontrolling Interests

( 19 ) ( 21 )

Tax Remittance on Equity Awards Vested ( 20 ) ( 8 )

10 unchanged sentences

Income Taxes Paid, Net of Refunds $ 30 $ 35

Supplemental Noncash Information:

844,702 Ordinary Shares Issued for Acquisitions

844,702 Ordinary Shares Issued for Acquisitions as of March 31, 2024

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 2024 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 nine months ended September 30, 2023 to conform to the presentation for the three and nine months ended September 30, 2024.

Certain reclassifications have been made to these Condensed Consolidated Financial Statements and accompanying footnotes for the three months ended March 31, 2024 to conform to the presentation for the three months ended March 31, 2025.

Accounting Standards Issued Not Yet Adopted

6 unchanged sentences

(1) Drilling and Evaluation “DRE”, (2) Well Construction and Completions “WCC”, and (3) Production and Intervention “PRI”.

Our primary measure of segment profitability is segment adjusted EBITDA, which is based on segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments.

Research and development expenses are included in segment adjusted EBITDA.

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.

The Company’s chief operating decision maker (“CODM”), our chief executive officer, uses segment adjusted EBITDA to measure the profitability of each segment.

The regularly reviewed historical, current and forecasted segment adjusted EBITDA data is utilized by the CODM to allocate Company resources.

The CODM also uses segment adjusted EBITDA to drive efficiencies and develop competitive strategies.

Segment adjusted EBITDA is based on segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments.

All other includes results from non-core business activities (including integrated services and projects), and corporate includes overhead support and centrally managed or shared facilities costs.

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

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

(Dollars in millions) 2024 2023 2024 2023

DRE Revenues $ 435 $ 388 $ 1,284 $ 1,154

WCC Revenues 509 459 1,471 1,320

PRI Revenues 371 371 1,088 1,086

All Other 94 95 329 213

Total Revenues $ 1,409 $ 1,313 $ 4,172 $ 3,773

Operating Income:

Three Months Ended March 31, 2025

Reportable Segments All

(Dollars in millions) DRE

Revenue $ 350 $ 441 $ 334 $ 68 $ 1,193

Direct Costs (a)

( 226 ) ( 258 ) ( 230 )

Other Expense (b)

( 50 ) ( 55 ) ( 42 )

DRE Segment Adjusted EBITDA 74 74

1 unchanged sentence

PRI Segment Adjusted EBITDA 62 62

All Other 23 7 73 25

Corporate ( 15 )

1 unchanged sentence

Share-based Compensation

Other Credits (Charges)

Restructuring Charges

Other Charges, Net

Operating Income $ 142

(a) Segment cost of sales and direct operating costs.

(b) Segment selling, general and administrative and research and development costs .

Three Months Ended March 31, 2024

Reportable Segments All

(Dollars in millions) DRE

Revenue $ 422 $ 458 $ 348 $ 130 $ 1,358

Direct Costs (a)

( 239 ) ( 276 ) ( 231 )

Other Expense (b)

( 53 ) ( 62 ) ( 44 )

DRE Segment Adjusted EBITDA 130 130

WCC Segment Adjusted EBITDA 120 120

PRI Segment Adjusted EBITDA 73 73

Corporate ( 14 )

Depreciation and Amortization ( 85 )

Share-based Compensation

Restructuring Charges

Other Charges, Net

Operating Income $ 233

(a) Segment cost of sales and direct operating costs.

(b) Segment selling, general and administrative and research and development costs.

Three Months Ended March 31,

(Dollars in millions) 2025 2024

Depreciation and Amortization:

Corporate and Other

Total Depreciation and Amortization $ 62 $ 85

Capital Expenditures:

DRE $ 25 $ 23

Corporate and Other 13 9

Total Capital Expenditures $ 77 $ 59

(Dollars in millions) March 31, 2025 December 31, 2024

Total Assets:

Corporate and Other (a)

Total $ 5,054 $ 5,159

(a) Corporate and other total assets primarily include cash and cash equivalents, certain intangible assets, and centrally managed or shared facilities.

PP&E, Net and Operating Lease Assets by Geographic Area

As of March 31, 2025 and December 31, 2024 the U.S.

accounted for 23 % and 22 %, respectively, and the Kingdom of Saudi Arabia accounted for 12 % and 11 %, respectively, of our PP&E, Net and operating lease assets identifiable by geography.

No other country accounted for more than 10% of our PP&E, Net and operating lease assets identifiable by geography as of March 31, 2025 and December 31, 2024.

We had no PP&E, Net and operating lease assets in our country of domicile (Ireland) as of March 31, 2025, and December 31, 2024.

(Dollars in millions) March 31, 2025 December 31, 2024

North America (a)

Latin America 175 195

Middle East/North Africa/Asia 465 443

Europe/Sub-Sahara Africa/Russia 223 219

PP&E, Net and Operating Lease Assets by Geography (b)

$ 1,171 $ 1,150

(a) North America consists of the U.S.

(b) Corporate assets not allocated by geography are excluded from this total.

Disaggregated Revenue

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

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.

Equipment rental revenues were $ 35 million in the three months ended March 31, 2025 and $ 34 million for the three months ended March 31, 2024.

During the three months ended March 31, 2025, the U.S.

and the Kingdom of Saudi Arabia accounted for 16 % and 11 % of total revenue, respectively.

During the three months ended March 31, 2024, the U.S.

and the Kingdom of Saudi Arabia accounted for 15 % and 10 % of total revenue, respectively.

In addition during the three months ended March 31, 2024, Mexico accounted for 14 % of total revenue, driven by our largest customer, which accounted for 12 % of our total revenue.

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

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

Three Months Ended March 31,

(Dollars in millions) 2025 2024

1 unchanged sentence

North America (a)

$ 266 $ 269 $ 785 $ 820

International

1,143 1,044 3,387 2,953

Middle East/North Africa/Asia 503 497

6 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 September 30, 2024 and December 31, 2023:

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

The following table summarizes these balances as of March 31, 2025 and December 31, 2024:

(Dollars in millions) March 31, 2025 December 31, 2024

Receivables for Product and Services in Accounts Receivable, Net $ 1,147 $ 1,232

5 unchanged sentences

Contract Liabilities in Other Non-Current Liabilities $ 2 $ 2

4 – Restructuring Charges

Restructuring charges were $ 29 million and $ 3 million in the three months ended March 31, 2025 and March 31, 2024, respectively, and presented as “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations.

These charges were related to optimization and efficiency initiatives throughout the organization and primarily relates to severance expenses.

Restructuring liabilities were $ 47 million as of March 31, 2025 and $ 35 million as of December 31, 2024.

Of the restructuring liabilities $ 42 million and $ 31 million are recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively.

The remaining $ 5 million and $ 4 million are recorded in “Other Non-Current Liabilities” on the accompanying Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively.

Changes in the liability are primarily driven by restructuring charges and cash payments.

The following table presents total restructuring charges by segment and All Other in the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(Dollars in millions) 2025 2024

All Other 6 1

Total Restructuring Charges $ 29 $ 3

5 – Inventories, Net

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

Inventories, net of reserves of $ 119 million and $ 115 million as of March 31, 2025 and December 31, 2024, respectively, are presented by category in the table below:

(Dollars in millions) March 31, 2025 December 31, 2024

Finished Goods $ 771 $ 778

2 unchanged sentences

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

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.

The charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 5 million and $ 6 million during the three months ended March 31, 2025 and March 31, 2024, respectively.

6 – Intangibles, Net

The components of intangible assets, net were as follows:

(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.”

(Dollars in millions) March 31, 2025 December 31, 2024

Developed and Acquired Technology, Net of Accumulated Amortization of $ 598 at March 31, 2025 and $ 592 at December 31, 2024

Trade Names, Net of Accumulated Amortization of $ 211 at March 31, 2025 and $ 201 at December 31, 2024

Intangibles, Net of Accumulated Amortization of $ 809 at March 31, 2025 and $ 793 at December 31, 2024

Amortization expense was $ 14 million and $ 41 million for the three months ended March 31, 2025 and March 31, 2024, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

The decrease in amortization expense was primarily due to full amortization of certain intangible assets as of December 31, 2024.

7 – Borrowings and Other Debt Obligations

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

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

(Dollars in millions) March 31, 2025 December 31, 2024

Current Portion of Finance Leases $ 22 $ 17

2 unchanged sentences

$ 1,552 $ 1,586

6.50 % Senior Secured Notes due 2028 “2028 Senior Secured Notes”

Finance Leases

2 unchanged sentences

On September 30, 2021, Weatherford International Ltd.

(“Weatherford Bermuda”) issued 6.50 % senior secured notes in aggregate principal amount of $ 500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”).

(“Weatherford Bermuda”) issued 6.50 % senior secured notes in aggregate principal amount of $ 500 million maturing September 15, 2028.

Interest was payable semiannually on September 15 and March 15 of each year, and commenced on March 15, 2022.

Proceeds from the issuance were reduced by debt issuance costs.

At December 31, 2023, the carrying value represented unpaid principal of $ 248 million offset by unamortized deferred issuance cost of $ 5 million.

The remaining principal of our 2028 Senior Secured Notes was redeemed and paid in full on May 23, 2024.

During the three months ended March 31, 2024 we redeemed $ 167 million of the then outstanding $ 248 million of principal.

During the three months ended June 30, 2024 we fully redeemed the remaining principal amount.

2030 Senior Notes

2 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 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.

In the first quarter of 2025, we repurchased $ 34 million in principal of our 2030 Senior Notes.

At March 31, 2025, the carrying value represents the remaining unpaid principal of $ 1.56 billion, offset by unamortized deferred issuance cost of $ 11 million.

At December 31, 2024, the carrying value represented the remaining principal of $ 1.6 billion, offset by unamortized deferred issuance cost of $ 11 million.

Credit Agreement

2 unchanged sentences

The Credit Agreement is guaranteed by the Company and certain of our subsidiaries and secured by substantially all of the personal property of the Company and those subsidiaries.

At December 31, 2023, the Credit Agreement allowed for a total commitment amount of $ 550 million, maturing on the earlier of October 24, 2028 and 91 days prior to the maturity of the 2028 Senior Secured Notes.

At March 31, 2025 and December 31, 2024, the Credit Agreement allowed for a total commitment amount of $ 720 million, maturing on October 24, 2028.

Financial covenants in the Credit Agreement include a $ 250 million minimum liquidity covenant (which may increase up to $ 400 million dependent on the nature of transactions we may decide to enter into), a minimum interest coverage ratio of 2.50 to 1.00, a maximum total net leverage ratio of 3.50 to 1.00, and a maximum secured net leverage ratio of 1.50 to 1.00.

On April 22, 2024, additional lenders joined the Credit Agreement, providing an increase in total commitments from $ 550 million to $ 680 million (performance letters of credit increased from $ 250 million to $ 309 million and borrowings or additional performance or financial letters of credit increased from $ 300 million to $ 371 million).

On June 6, 2024, an additional lender joined the Credit Agreement, providing an increase in total commitments from $ 680 million to $ 720 million (performance letters of credit increased to $ 327 million and revolving loan borrowings or additional performance or financial letters of credit increased to $ 393 million).

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

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

As of March 31, 2025, we had zero borrowings outstanding under the Credit Agreement and $ 397 million of letters of credit outstanding.

The letters of credit consisted of $ 277 million for performance letters of credit, $ 6 million for financial letters of credit under the Credit Agreement and $ 114 million letters of credit under various uncommitted bi-lateral facilities ($ 48 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

5 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

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

6.50 % Senior Secured Notes due 2028

$ — $ — $ 243 $ 258

8.625 % Senior Notes due 2030

7 unchanged sentences

9 – Shareholders’ Equity

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

Comprehensive Loss

Noncontrolling Interests Total Shareholders’ Equity

Shares issued and outstanding on our Condensed Consolidated Balance Sheets increased from 72.1 million as of December 31, 2024 to 72.6 million as of March 31, 2025.

The increase was due to the issuance of 1.3 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes, partially offset by the cancellation of 0.8 million of our ordinary shares repurchased for $ 53 million under our $ 500 million share repurchase program.

During the three months ended March 31, 2025, we declared and paid $ 18 million in dividends and accrued an immaterial amount of dividend equivalent rights on share-based awards.

The following summarizes our shareholders’ equity activity for the three months ended March 31, 2025 and 2024:

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

Deficit Accumulated

Comprehensive Loss Non-controlling Interests

Total Shareholders’ Equity

Balance at December 31, 2024

2 unchanged sentences

Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes 1.3 — ( 34 ) — — — ( 34 )

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

Equity Issued for Acquisitions 75 — — — 75

Balance at March 31, 2024

$ 2,985 $ ( 1,842 ) $ ( 52 ) $ 9 $ 1,100

Net Income — 125 — 12 137

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

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

Balance at June 30, 2024

$ 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 ( 0.8 ) — ( 53 ) — — — ( 53 )

( 50 ) — — — ( 50 )

Dividends Declared ($ 0.25 per share) (1)

1 unchanged sentence

Other Comprehensive Income — — — — 96 — 96

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

Balance at September 30, 2024

Balance at March 31, 2025

72.6 $ — $ 2,834 $ ( 1,428 ) $ ( 54 ) $ 8 $ 1,360

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

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

Comprehensive Loss

Noncontrolling Interests Total Shareholders’ Equity

(Dollars in millions) Ordinary Shares

Capital In Excess of Par Value Retained Deficit

Comprehensive

Non-controlling Interests Total Shareholders’ Equity

Balance at December 31, 2023

72.1 $ — $ 2,906 $ ( 1,954 ) $ ( 28 ) $ ( 2 ) $ 922

Net Income — 72 — 9 81

Distributions to Noncontrolling Interests — — — ( 6 ) ( 6 )

Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes ( 43 ) — — — ( 43 )

Other Comprehensive Income — — 3 — 3

Balance at March 31, 2023

— — — 112 — 11 123

Net Income — 82 — 8 90

Equity Awards, Granted, Vested and Exercised, Net of Shares Withheld for Taxes 6 — — — 6

Other Comprehensive Loss — — ( 10 ) — ( 10 )

Balance at June 30, 2023

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

0.3 — 4 — — — 4

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

Other — — — 1 1

Balance at September 30, 2023

— — — — ( 24 ) — ( 24 )

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

Equity Issued for Acquisitions

0.8 — 75 — — — 75

Balance at March 31, 2024

73.2 $ — $ 2,985 $ ( 1,842 ) $ ( 52 ) $ 9 $ 1,100

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the three months ended March 31, 2025 and 2024:

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

1 unchanged sentence

$ ( 156 ) $ 6 $ ( 150 )

Other Comprehensive Loss ( 4 ) — ( 4 )

Balance at September 30, 2024

Other Comprehensive Income 96 — 96

Balance at March 31, 2025

$ ( 60 ) $ 6 $ ( 54 )

2 unchanged sentences

Other Comprehensive Loss ( 24 ) — ( 24 )

Balance at September 30, 2023

Balance at March 31, 2024

$ ( 67 ) $ 15 $ ( 52 )

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 September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars and shares in millions, except per share amounts) 2025 2024

Net Income Attributable to Weatherford $ 76 $ 112

Impact of Acquisition Contingent Consideration (1)

Net Income Attributable to Weatherford and Available to Shareholders

$ 155 $ 123 $ 394 $ 277

Basic Weighted Average Shares Outstanding 73.1 72.9

Dilutive Effect of Awards Granted in Stock Incentive Plan

1.9 1.6 1.9 1.7

Dilutive Effect of Acquisition Contingent Consideration (1)

Diluted Weighted Average Shares Outstanding 73.4 74.7

2 unchanged sentences

$ 1.03 $ 1.50

Anti-dilutive Weighted Average Shares:

Antidilutive Weighted Average Shares:

Equity Awards

0.3 0.4 0.4 0.8

Total Anti-dilutive Weighted Average Shares

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.

Total Antidilutive Weighted Average Shares

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

1 unchanged sentence

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 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.

11 – Income Taxes

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 recognized a tax expense of $ 10 million for the three months ended March 31, 2025, compared to three months ended March 31, 2024 where we recognized a tax expense of $ 59 million.

Income tax expense was lower in the three months ended March 31, 2025 compared to the same period in 2024 primarily due to decreased earnings before taxes and the recognition of a benefit from previously uncertain tax positions of $ 26 million.

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

4 unchanged sentences

This is partially offset by the utilization of previously unbenefited deferred tax assets, such as net operating loss carryforwards.

In December 2023, Ireland enacted tax legislation that models the Organization of Economic Cooperation and Development reform plans focused on global profit allocation and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” This is not expected to materially increase the taxes we owe.

We routinely undergo tax examination in various jurisdictions.

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 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.

As of March 31, 2025, we anticipate that it is reasonably possible that our uncertain tax positions of $ 255 million, including interest and penalties offset by net operating losses and other tax attributes if settled, may decrease by up to $ 87 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

12 – Credit Default Swap

During the fourth quarter of 2023, we entered into a credit default swap (“CDS”) with a third-party financial institution terminating in February of 2026 related to a secured loan between that third-party financial institution and our largest customer in Mexico.

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 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 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

The functional currency for our Argentine operations is the U.S.

dollar and we use Argentina’s official exchange rate to remeasure our Argentine peso-denominated net monetary assets into U.S.

dollars at each balance sheet date.

The Central Bank of Argentina has maintained certain currency controls that limit our ability to access U.S.

dollars in Argentina and remit cash from our Argentine operations.

As such, we have used an indirect foreign exchange mechanism known as a Blue Chip Swap (“BCS”) which allows entities to remit U.S.

dollars from Argentina through the purchase and sale of securities.

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 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 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 dates of acquisition.

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

During the fourth quarter of 2024, we entered into a credit default swap (“CDS”) with a third-party financial institution terminating in September of 2026 related to a secured loan between that third-party financial institution and our largest customer in Mexico.

The secured loan was utilized by this customer to pay certain of our outstanding receivables and accordingly, in the fourth quarter of 2024, we received $ 25 million.

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

As of March 31, 2025, we had a notional balance of $ 23 million outstanding under the CDS and as of December 31, 2024, we had a notional balance of $ 25 million outstanding.

The fair value of the derivative was not material as of March 31, 2025 and December 31, 2024.

A CDS was entered into during the fourth quarter of 2023 with the same parties for similar reasons as in the fourth quarter of 2024, and accordingly, in the first quarter of 2024, we received $ 142 million.

The agreement was terminated in the third quarter of 2024, extinguishing the remaining notional balance.

13 – Subsequent Events

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.

On April 1, 2025 the Company completed the sale of our Pressure Pumping business in Argentina for approximately $ 104 million in cash.

The Company expects to record a gain in the second quarter of 2025.

On April 17, 2025, our Board of Directors declared a cash dividend of $ 0.25 per share of the Company’s ordinary shares, payable on June 5, 2025 to shareholders of record as of May 6, 2025.

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