Core Viewpoint - Weatherford International plc has announced an upsized cash tender offer for its 8.625% Senior Notes due 2030, increasing the total amount to $1,300 million [1][3]. Summary by Sections Tender Offer Details - The tender offer is for the 8.625% Senior Notes due 2030, with an aggregate principal amount of $1,300 million available for purchase [1][2]. - The early tender deadline is set for October 3, 2025, at 5:00 p.m. NYC time, with a purchase price of $1,023.90 per $1,000 principal amount of notes tendered, including an early tender payment of $30.00 [4]. - Notes tendered after the early tender deadline but before the expiration time on October 21, 2025, will receive a purchase price of $993.90 per $1,000 principal amount [4]. Conditions and Management - The tender offer is subject to certain conditions, including the successful completion of a concurrent offering of senior notes [3][5]. - The offer is not conditioned on a minimum amount of notes being tendered, and the company reserves the right to amend, extend, or terminate the offer at its discretion [5]. Contact Information - Wells Fargo Securities LLC is acting as the dealer manager for the tender offer, and inquiries can be directed to them for further information [6]. - D.F. King & Co., Inc. serves as the information agent and tender agent for the offer, providing copies of the Offer to Purchase [8].

Core Viewpoint - Weatherford International plc has announced the pricing of $1,200 million aggregate principal amount of its 6.75% Senior Notes due 2033, which is a $600 million increase from the previously announced offering size [1] Group 1: 2033 Notes Offering - The 2033 Notes Offering is expected to close on October 6, 2025, subject to customary closing conditions [1] - The 2033 Notes have not been registered under the Securities Act of 1933 and will be offered only to qualified institutional buyers and non-U.S. persons [4] Group 2: Use of Proceeds - The net proceeds from the 2033 Notes Offering will be used to fund a tender offer for the 8.625% Senior Unsecured Notes due 2030, which has been upsized to $1,300 million [2] - The proceeds will also cover accrued and unpaid interest on the 2030 Notes and related transaction fees and expenses [2] Group 3: Tender Offer Conditions - The Tender Offer is conditioned on the consummation of the 2033 Notes Offering, while the 2033 Notes Offering is not conditioned on the Tender Offer [3]

Core Viewpoint - Weatherford International plc has announced a cash tender offer to purchase up to $700 million of its 8.625% Senior Notes due 2030, indicating a strategic move to manage its debt obligations and optimize its capital structure [1][4]. Summary by Relevant Sections Tender Offer Details - The tender offer is for a total of $700 million of the 8.625% Senior Notes, which have an outstanding principal amount of $1,535.632 million [2]. - The early tender deadline is set for October 3, 2025, with the total consideration for each $1,000 in principal amount of notes being $1,023.90, which includes an early tender payment of $30.00 [2][7]. - The tender offer will expire at 5:00 p.m. Eastern Time on October 21, 2025 [7]. Conditions and Procedures - The tender offer is subject to certain conditions, including the successful completion of a concurrent offering of senior notes [4]. - Holders of the 2030 Notes must validly tender their notes before the expiration date to receive any consideration [7]. - Accrued interest will be paid in addition to the tender offer consideration [3]. Contact Information - Wells Fargo Securities LLC is acting as the dealer manager for the tender offer, and inquiries can be directed to them for further information [6]. - D.F. King & Co., Inc. serves as the information agent and tender agent for the tender offer, providing copies of the Offer to Purchase [8].

Core Viewpoint - Weatherford International plc is initiating a private placement of $600 million in senior notes due 2033 while concurrently launching a cash tender offer to purchase up to $700 million of its 8.625% Senior Unsecured Notes due 2030 [1][2]. Group 1: 2033 Notes Offering - Weatherford Bermuda intends to offer $600 million in aggregate principal amount of senior notes due 2033 [1]. - The 2033 Notes will not be registered under the Securities Act and will be offered only to qualified institutional buyers and non-U.S. persons [3]. Group 2: Tender Offer - The company has commenced a cash tender offer to purchase up to $700 million of its 8.625% Senior Unsecured Notes due 2030 [2]. - The net proceeds from the 2033 Notes Offering and cash on hand will be used to fund the Tender Offer, pay accrued interest on the 2030 Notes, and cover related transaction fees [2]. Group 3: Company Overview - Weatherford provides innovative energy services that integrate proven technologies with advanced digitalization, operating in approximately 75 countries with around 17,300 team members [5].

Core Insights - Weatherford International plc has increased its credit facility by $280 million, bringing total commitments to $1 billion, enhancing financial flexibility and supporting long-term strategic initiatives [1][2] Financial Summary - The credit facility now includes a $600 million revolver tranche and $400 million for performance letters of credit, with the potential to expand lender commitments to $1.15 billion [1] - The maturity of the facility has been extended from 2028 to 2030, resulting in pro forma liquidity of $1.5 billion as of June 2025 [1] Management Commentary - The CEO emphasized that the expansion of the credit facility strengthens Weatherford's financial foundation, allowing the company to pursue long-term objectives with confidence [2] - The achievement is attributed to a strong balance sheet and operational performance, enhancing the company's ability to invest and innovate [2] Company Overview - Weatherford provides innovative energy services that combine proven technologies with advanced digitalization, operating in approximately 75 countries with around 17,300 team members [3]

Core Insights - Weatherford International plc has been awarded a three-year contract worth $147 million by Petrobras for Tubular Running Services in Brazil, highlighting the company's leadership in TRS technologies [1][3] Contract Details - The contract includes the deployment of several advanced technologies such as Vero™, Multi Slip System, Flush Joint Elevator, and StringGuard™, which enhance safety, efficiency, and operational reliability [2] Company Leadership and Collaboration - The CEO of Weatherford emphasized the strength of the Tubular Running Services portfolio and the company's commitment to supporting Petrobras with innovative technologies and skilled teams [3] - Weatherford has a long-standing relationship with Petrobras, having supported its operations for over a decade, which reinforces the collaboration between the two companies [3] Company Overview - Weatherford operates in approximately 75 countries with around 17,300 employees from over 110 nationalities, focusing on integrating proven technologies with advanced digitalization to maximize value and return on investment [4]

Core Insights - Weatherford International plc has been awarded a significant contract for Managed Pressure Drilling (MPD) services for the Trion project in Mexico, enhancing its market leadership in high-performance MPD [1][2] - The contract includes MPD services for an initial 8 wells, with the potential to expand to 24 wells, indicating a strong growth opportunity in Mexico's offshore energy sector [2] - The deployment of the Victus™ intelligent MPD system is set to improve drilling safety, efficiency, and performance, showcasing Weatherford's technological advancements in the industry [3] Company Overview - Weatherford provides innovative energy services that integrate proven technologies with advanced digitalization, aiming to maximize value and return on investment for its clients [5] - The company operates in approximately 75 countries with around 17,300 team members, representing over 110 nationalities and 310 operating locations [5] Project Details - The Trion project is located in deepwater (~2,500 meters) of the Gulf of Mexico, approximately 180 kilometers east of Tamaulipas and 30 kilometers south of the US-Mexico maritime border [4] - The project is a joint venture between Woodside Petróleo Operaciones de México (60% operator) and Petróleos Mexicanos-PEMEX (40%) [4]

PART I [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) The company reported decreased Q2 and H1 2025 revenue and operating income, but Q2 net income rose due to tax provisions and a business sale, with stable cash flow and improved equity Condensed Consolidated Statements of Operations Highlights (Unaudited) | (In millions, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $1,204 | $1,405 | $2,397 | $2,763 | | **Operating Income** | $237 | $264 | $379 | $497 | | **Net Income Attributable to Weatherford** | $136 | $125 | $212 | $237 | | **Diluted Income per Share** | $1.87 | $1.66 | $2.90 | $3.16 | Condensed Consolidated Balance Sheet Highlights (Unaudited) | (In millions) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $3,328 | $3,402 | | **Total Assets** | $5,141 | $5,159 | | **Total Current Liabilities** | $1,503 | $1,696 | | **Total Liabilities** | $3,622 | $3,876 | | **Total Shareholders' Equity** | $1,519 | $1,283 | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | (In millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $270 | $281 | | **Net Cash Used in Investing Activities** | $(36) | $(115) | | **Net Cash Used in Financing Activities** | $(230) | $(289) | - In April 2025, the company completed the sale of its pressure pumping business in Argentina for total proceeds of **$104 million**, recognizing a gain of **$70 million**[30](index=30&type=chunk) - During the first six months of 2025, the company repurchased **1.6 million** ordinary shares for **$87 million** and paid **$36 million** in dividends[51](index=51&type=chunk)[52](index=52&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management attributes Q2 2025 revenue decline to market softening and lower oil prices, impacting all segments, while maintaining a cautious near-term outlook and strong liquidity despite significant customer concentration in Mexico [Industry Trends and Outlook](index=22&type=section&id=Industry%20Trends%20and%20Outlook) The industry faces headwinds from lower oil prices and reduced rig counts, leading management to anticipate continued downward pressure on demand for the remainder of 2025 due to market softening and geopolitical uncertainty Average Commodity Prices | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Oil price - WTI ($/bbl)** | $64.63 | $81.71 | | **Oil price - Brent ($/bbl)** | $68.01 | $84.65 | Average Rig Counts | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | **North America** | 699 | 738 | | **International** | 897 | 963 | | **Worldwide** | 1,596 | 1,701 | - The company anticipates continued downward pressure on demand for its services and products throughout the remainder of 2025 due to a softened market, reduced demand from a key customer in Mexico, and moderated growth in the Middle East[120](index=120&type=chunk) [Consolidated Results of Operations](index=24&type=section&id=Consolidated%20Results%20of%20Operations) Q2 2025 revenues decreased **14%** year-over-year to **$1.2 billion**, with operating income falling **10%** to **$237 million**, primarily due to Latin America's decline, partially offset by a **$70 million** business sale gain - Q2 2025 revenue decreased **14%** YoY, with product revenues down **13%** and service revenues down **15%**, seen across all segments, with DRE contributing **46%** of the decrease[82](index=82&type=chunk) - Geographically, the Q2 revenue decrease was led by Latin America, which accounted for **79%** of the decline[83](index=83&type=chunk) - A gain of **$70 million** was recognized in Q2 2025 from the sale of the pressure pumping business in Argentina[86](index=86&type=chunk) [Results of Operations by Segment](index=27&type=section&id=Results%20of%20Operations%20by%20Segment) All three segments, DRE, WCC, and PRI, experienced year-over-year declines in Q2 2025 revenue and adjusted EBITDA, with DRE most impacted by a **22%** revenue drop and **47%** EBITDA decrease, primarily due to reduced Latin American activity Segment Performance - Three Months Ended June 30 | Segment (in millions) | Revenue 2025 | Revenue 2024 | % Change | Adj. EBITDA 2025 | Adj. EBITDA 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **DRE** | $335 | $427 | (22%) | $69 | $130 | (47%) | | **WCC** | $456 | $504 | (10%) | $118 | $145 | (19%) | | **PRI** | $327 | $369 | (11%) | $63 | $85 | (26%) | - The DRE segment's revenue decline was primarily driven by Latin America, which accounted for approximately **80%** of the decrease[103](index=103&type=chunk) - The WCC segment's revenue decrease was mainly due to a decline in completions activity, with Latin America contributing about **60%** of the geographic decline[107](index=107&type=chunk) - The PRI segment's revenue decline was largely due to lower activity in intervention services and pressure pumping, with the sale of the Argentina business being a key factor, and Latin America accounting for about **70%** of the geographic revenue decrease[111](index=111&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a solid liquidity position with **$943 million** in cash, funding capital expenditures, share repurchases, debt repayments, and dividends, while noting a significant **30%** accounts receivable concentration with its largest customer in Mexico - As of June 30, 2025, cash and cash equivalents were **$943 million**, with an additional **$60 million** in restricted cash[122](index=122&type=chunk) - Primary uses of cash in the first half of 2025 included **$87 million** in share repurchases, **$73 million** in debt repayments (including **$61 million** of 2030 Senior Notes), and **$36 million** in dividends[127](index=127&type=chunk) - Net accounts receivable from Mexico represented **33%** of the company's total, with the largest customer in that country accounting for **30%** of total net outstanding accounts receivables as of June 30, 2025[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company reports no material changes to its market risk exposure since December 31, 2024 - There have been no material changes in the company's market risk exposure since December 31, 2024[149](index=149&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures.) The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting identified during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[151](index=151&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[152](index=152&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings.) The company is subject to various lawsuits and claims in the normal course of business, with no negative outcome considered probable for current pending litigation - The company is subject to lawsuits and claims arising from its business operations, with further details available in Note 8 of the financial statements[49](index=49&type=chunk)[155](index=155&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors.) There have been no material changes to the company's risk factors since those disclosed in its 2024 Form 10-K - As of June 30, 2025, there have been no material changes in the company's risk factors from those described in the 2024 Form 10-K[156](index=156&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reported no unregistered equity sales, repurchasing **741,786** ordinary shares for **$33.8 million** in Q2 2025, with **$314 million** remaining authorized under its share repurchase program Issuer Repurchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 1 - 30 | 105,162 | $44.68 | | May 1 - 31 | 555,031 | $45.80 | | June 1 - 30 | 81,593 | $44.79 | | **Total** | **741,786** | **$45.53** | - The share repurchase program, announced in July 2024, authorizes up to **$500 million** in repurchases through June 2027, with approximately **$314 million** remaining available as of June 30, 2025[158](index=158&type=chunk) [Other Information](index=38&type=section&id=Item%205.%20Other%20Information.) No director or executive officer adopted or terminated a Rule 10b5-1 trading arrangement during Q2 2025 - No director or executive officer adopted or terminated a Rule 10b5-1 trading plan during the three months ended June 30, 2025[161](index=161&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits.) This section lists exhibits filed with the Form 10-Q, including amendments to incentive plans, credit agreements, and CEO/CFO certifications - The report includes several exhibits, such as the Fourth Amended and Restated 2019 Equity Incentive Plan, the Ninth Amendment to the Credit Agreement, and CEO/CFO certifications[163](index=163&type=chunk)

Financial Data and Key Metrics Changes - The second quarter results were in line with expectations despite significant market headwinds, with adjusted EBITDA margins at 21.1%, slightly declining from Q1 [7][11] - Adjusted free cash flow was $79 million, with a free cash flow conversion rate of 31.1%, up from 26.1% in Q1 [21][24] - The company has paid four quarterly dividends of $0.25 per share and repurchased approximately $186 million worth of shares over the past four quarters [11][24] Business Line Data and Key Metrics Changes - North America and Latin America revenues were down sequentially, with North America affected by seasonal spring breakup in Canada and Latin America impacted by Argentina divestitures [9][10] - The ESSR region saw growth due to project startups in Europe, while the Middle East and North Africa region showed noteworthy performance despite a softening market in Saudi Arabia [10][12] - The company expects a decline in revenues for 2025, with North America projected to decline by high single digits and international revenues expected to decline low double to mid double digits [19][28] Market Data and Key Metrics Changes - The overall international market has softened, with increased caution and a slowdown in customer spending due to stable commodity prices and trade discussions causing uncertainty [14][15] - The rig count in Saudi Arabia has declined, affecting the market dynamics, but the company believes it remains underpenetrated in several businesses [36][37] - The U.S. Land market has been challenging, with pricing pressure noted, particularly in the service-related segments [82] Company Strategy and Development Direction - The company is focused on defending margins and maximizing cash generation while adapting to evolving market conditions [29][31] - A multiyear cost optimization program is in place to achieve sustainable productivity gains through technology and lean processes [31] - The company is exploring M&A opportunities, particularly in well construction and production segments, with a focus on value creation through cash flow accretion [73][75] Management's Comments on Operating Environment and Future Outlook - Management anticipates market headwinds will persist for at least another twelve months, with a potential recovery not expected until the second half of 2026 [16][39] - The company has reduced headcount by over 1,500 and lowered annualized personnel expenses by more than $125 million since 2024 [17][18] - Despite challenges, management remains optimistic about the company's future, emphasizing a strong balance sheet and commitment to shareholder returns [30][31] Other Important Information - The company has approximately $1 billion in cash and restricted cash, with total liquidity at $1.3 billion, the highest level since emergence [25][92] - Capital expenditures were $54 million in Q2, down from $77 million in Q1, with expectations for further declines [24][28] - The company is committed to maintaining net working capital efficiency levels at 25% or better [21] Q&A Session Summary Question: Insights on Saudi Arabia's market transition - Management acknowledged the softness in the Saudi market but highlighted the company's underpenetration in several businesses and strong execution [36][37] Question: Clarification on Q4 guidance - Management indicated that the Q4 guidance includes expected seasonal sales and project startups, despite uncertainties due to tariffs [44][46] Question: U.S. Land market challenges - Management noted a steady decline in U.S. Land, with a focus on production products and the impact of tariffs on future performance [51][55] Question: Stability in Mexico's market - Management expressed cautious optimism about stability in Mexico, with expectations for a ramp in activity levels in the second half of the year [60][66] Question: M&A opportunities and balance sheet strategy - Management confirmed a robust pipeline for M&A opportunities, focusing on strategic fits that create value, while maintaining a strong balance sheet [73][75] Question: Pricing pressure in various regions - Management identified North America as experiencing significant pricing pressure, particularly in service businesses, while remaining focused on maintaining margins [82]

Financial Data and Key Metrics Changes - The company reported adjusted EBITDA margins for Q2 at 21.1%, slightly declining relative to Q1 [9] - Adjusted free cash flow was $79 million in Q2, with a free cash flow conversion rate of 31.1%, up from 26.1% in Q1 [20] - The company has paid four quarterly dividends of $0.25 per share and repurchased approximately $186 million worth of shares over the past four quarters [10] Business Line Data and Key Metrics Changes - North America and Latin America revenues were down sequentially, with North America affected by seasonal spring breakup in Canada and Latin America impacted by Argentina divestitures [7] - The ESSR region saw growth due to project startups in Europe, further amplified by foreign exchange [8] - The company expects a decline in international revenues by low double to mid double digits for 2025, adjusting for Mexico activity declines and Argentina divestitures [17] Market Data and Key Metrics Changes - The overall international market has softened over the past year, with expectations of continued pressure into 2026 [13] - The Kingdom of Saudi Arabia market has softened, with a decline in rig count affecting performance [36] - The company anticipates sluggish activity levels in 2025 and 2026 due to global trade reductions and increased supply [15] Company Strategy and Development Direction - The company is focused on defending margins and maximizing cash generation while adapting to evolving market conditions [29] - A multiyear cost optimization program is in place to achieve sustainable productivity gains through technology and lean processes [31] - The company is exploring M&A opportunities, particularly in well construction and production segments, with a focus on value creation [73] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate market disruptions, citing a strong balance sheet and liquidity of $1.3 billion [30] - The company expects continued market headwinds for at least another twelve months, with a potential recovery in the second half of 2026 [15] - Management remains hopeful for a slight uptick in Q4 but acknowledges the broader slowdown [25] Other Important Information - The company has reduced its headcount by over 1,500 and lowered annualized personnel expenses by more than $125 million since 2024 [16] - Capital expenditures (CapEx) were $54 million in Q2, down from $77 million in Q1, with expectations for further declines [23] - The company has a net leverage ratio of less than 0.5 times and approximately $1 billion in cash and restricted cash [24] Q&A Session Summary Question: Insights on Saudi Arabia's market transition - Management noted a steady decline in rig count and emphasized the importance of technology introduction and strong execution to drive performance [36][38] Question: Clarification on Q4 guidance - Management explained that the Q4 guidance includes expected seasonal sales and project startups, although year-end sales may be muted due to uncertainty [46][47] Question: U.S. Land market challenges - Management acknowledged a steady decline in U.S. Land, primarily driven by tariff impacts, and emphasized a focus on defending margins [52][54] Question: Stability in Mexico's market - Management expressed cautious optimism about stability in Mexico, with expectations for a ramp in activity levels in the second half of the year [63][66] Question: M&A opportunities and balance sheet strategy - Management highlighted a robust pipeline for M&A opportunities, focusing on strategic fits that create value through cash flow accretion [73][75]