Weatherford International plc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Weatherford International plc (the “Company,” “Weatherford,” “we,” “us,” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, certain information and disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Therefore, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates.

In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows of Weatherford and its subsidiaries for the periods presented and are not necessarily indicative of the results that may be expected for a full year. Our financial statements have been prepared on a consolidated basis. Under this basis, our financial statements consolidate all wholly owned subsidiaries and controlled joint ventures. All intercompany accounts and transactions have been eliminated.

Summary of Significant Accounting Policies

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, 2024 to conform to the presentation for the three and nine months ended September 30, 2025.

Accounting Standards Issued Not Yet Adopted

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 accounting pronouncements that have been issued but not yet effective for the interim periods presented that are not expected to have a material impact on our financial position or results of operations.

Evaluations of all other new accounting pronouncements that have been issued, but not yet effective are on-going, and at this time are not expected to have a material impact on our Condensed Consolidated Financial Statements.

2 – Segment Information

Financial information by segment is summarized below. The accounting policies of the segments are the same as those described in the summary of significant accounting policies as presented in our 2024 Form 10-K. We have three reportable segments: (1) Drilling and Evaluation “DRE,” (2) Well Construction and Completions “WCC,” and (3) Production and Intervention “PRI.”

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.

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

As of September 30, 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 September 30, 2025 and December 31, 2024. We had no PP&E, Net and operating lease assets in our country of domicile (Ireland) as of September 30, 2025 and December 31, 2024.

Sale of Business

In April 2025, we completed the sale of our pressure pumping business in Argentina for proceeds totaling $104 million consisting of $7 million of proceeds received in the fourth quarter of 2024 and $97 million of proceeds received in the second quarter of 2025. We recognized a gain of $70 million as a result of this transaction during the three months ended June 30, 2025.

3 – Revenue

Disaggregated Revenue

The following table disaggregates our revenue from contracts with customers by geographic area and includes equipment rental revenue. Equipment rental revenues were $24 million and $91 million in the three and nine months ended September 30, 2025, respectively, and $38 million and $111 million for the three and nine months ended September 30, 2024, respectively.

During the three and nine months ended September 30, 2025, the U.S. accounted for 15% of total revenue in each period, and the Kingdom of Saudi Arabia accounted for 10% and 11% of total revenue, 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 total revenue in each period, respectively. In addition, during the three and nine months ended September 30, 2024, Mexico accounted for 12% and 13% of total revenue, respectively, driven by our largest customer in those periods, which accounted for 10% and 11% of our total revenue, respectively, in the same periods. No other country accounted for more than 10% of our revenue in the periods presented.

Contract Balances

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, 2025 and December 31, 2024:

4 – Restructuring Charges

Restructuring charges were $11 million and $51 million in the three and nine months ended September 30, 2025, respectively, andnil and $8 million in the three and nine months ended September 30, 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 relate to severance expenses.

Restructuring liabilities were $31 million as of September 30, 2025 and $35 million as of December 31, 2024. Of the restructuring liabilities, $26 million and $31 million are recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of September 30, 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 September 30, 2025 and December 31, 2024, respectively. Changes in the liabilities are primarily driven by restructuring charges and cash payments.

The following table presents total restructuring charges by segment and All Other in the three and nine months ended September 30, 2025 and 2024:

5 – Inventories, Net

Inventories are reported net of reserves of $124 million and $115 million as of September 30, 2025 and December 31, 2024, respectively, and are presented by category in the table below:

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 $8 million and $22 million in the three and nine months ended September 30, 2025, respectively, and $9 million and $24 million during the three and nine months ended September 30, 2024, respectively.

6 – Intangibles, Net

The components of intangible assets, net were as follows:

Amortization expense was $15 million and $44 million in the three and nine months ended September 30, 2025, respectively, and $43 million and $125 million in the three and nine months ended September 30, 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

2028 Senior Secured Notes

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”). 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. As of June 30, 2024, we fully redeemed the remaining principal of our 2028 Senior Secured Notes.

2030 Senior Notes

On October 27, 2021, Weatherford Bermuda issued 8.625% senior notes in aggregate principal amount of $1.6 billion maturing April 30, 2030 (the “2030 Senior Notes”). Interest is payable semiannually on June 1 and December 1 of each year, and commenced on June 1, 2022. 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. In the third quarter of 2025 and for the nine months ended September 30, 2025, we repurchasednil and $61 million in principal, respectively, of our 2030 Senior Notes. At September 30, 2025, the carrying value represents the remaining unpaid principal of $1.54 billion, offset by unamortized deferred issuance cost of $10 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.

On September 22, 2025, we commenced a cash tender offer (the “Tender Offer”) for up to $1.3 billion in aggregate principal amount of our 2030 Senior Notes. On October 7, 2025, the early tender settlement date for the Tender Offer, we purchased $893 million aggregate principal amount of the 2030 Senior Notes. The Tender Offer expired on October 21, 2025. The details of these transactions can be found in “Note 14 - Subsequent Events”.

On October 20, 2025, the Company issued a notice to redeem 2030 Senior Notes in an aggregate principal amount of $407 million, representing the amount of the Tender Offer that remained unsubscribed at its expiration date. The redemption will be funded using $100 million of cash on hand and proceeds from the issuance of the 2033 Senior Notes (as defined below) on October 6, 2025. Pursuant to the Company’s accounting policy election, if the Company has the ability and intent to repay long-term debt within the next year with cash on hand the amount of long-term debt expected to be repaid is re-classified to current portion of long-term debt. As such, $100 million of the 2030 Senior Notes was reclassified to current as of September 30, 2025. The details of these transactions can be found in “Note 14 - Subsequent Events”.

2033 Senior Notes

On October 6, 2025, Weatherford Bermuda issued 6.75% senior notes in aggregate principal amount of $1.2 billion maturing on October 15, 2033 (the “2033 Senior Notes”) in a private offering. The details of this transaction can be found in “Note 14 - Subsequent Events”.

Credit Agreement

Weatherford Bermuda, Weatherford Delaware, Weatherford Canada Ltd. (“Weatherford Canada”) and WOFS International Finance GmbH (“Weatherford Switzerland”), together as borrowers, and the Company as parent, have an amended and restated credit agreement (the “Credit Agreement”). 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, 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 September 18, 2025, we amended the Credit Agreement to (i) allow for an increase in total commitment amount from $720 million to $1 billion comprised of $600 million to be used either for revolving loans or financial letters of credit and $400 million to be used for performance letters of credit, (ii) extend the maturity date to the earlier of September 18, 2030 or January 29, 2030 if more than $200 million of 2030 Senior Notes or Permitted Refinancing Indebtedness are outstanding on that date and (iii) include an accordion feature that will allow for further increases of commitments up to $1.15 billion.

As of September 30, 2025, under the Credit Agreement we hadzero borrowings, $6 million in financial letters of credit and $255 million in performance letters of credit outstanding. Additionally as of September 30, 2025, we had $179 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).

As of December 31, 2024, under the Credit Agreement we hadzero borrowings, $12 million in financial letters of credit and $279 million in performance letters of credit outstanding. Additionally as of December 31, 2024, we had $91 million of letters of credit under various uncommitted bi-lateral facilities ($49 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

Fair Value

The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors. Fair value will exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued and will be less than the carrying value when the market rate is greater than the interest rate at which the debt was originally issued. The fair value of our long-term debt is classified as Level 2 in the fair value hierarchy and is established based on observable inputs in less active markets. The table below presents the fair value and carrying value of our long-term debt (excluding finance leases).

8 – Disputes, Litigation and Legal Contingencies

We are subject to lawsuits and claims arising out of the nature of our business. We have certain claims, disputes and pending litigation for which we do not believe a negative outcome is probable or for which we can only estimate a range of liability. It is possible, however, that an unexpected judgment could be rendered against us, or we could decide to resolve a case or cases, which would result in a liability that could be uninsured and beyond the amounts we currently have reserved and in some cases those losses could be material. If one or more negative outcomes were to occur relative to these cases, the aggregate impact to our financial condition could be material.

9 – Shareholders’ Equity

Shares issued and outstanding on our Condensed Consolidated Balance Sheets decreased from 72.1 million as of December 31, 2024 to 71.7 million as of September 30, 2025. The decrease was due to the cancellation of 1.7 million of our ordinary shares repurchased for $94 million. The decrease was partially offset by the issuance of 1.3 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes.

During the nine months ended September 30, 2025, we declared and paid $54 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 and nine months ended September 30, 2025 and 2024:

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2025 and 2024:

10 – Income per Share

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

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

11 – Income Taxes

We recognized a tax expense of $52 million and $108 million for the three and nine months ended September 30, 2025, respectively, compared to three and nine months ended September 30, 2024 where we recognized a tax expense of $12 million and $144 million, respectively. Income tax expense was higher in the three months ended September 30, 2025 compared to the same period in 2024 as the third quarter of 2024 was lower by $51 million due to the release of valuation allowances and the recognition of a benefit from previously uncertain tax positions, partially offset by decreased earnings before taxes. Income tax expense was lower in the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the decreased earnings before tax, partially offset by the release of valuation allowance in the 2024 period. We calculate our income tax provision using the estimated annual effective tax rate method in accordance with Accounting Standards Codification “ASC” 740 - Income Taxes.

The relationship between our pre-tax income or loss and our income tax provision or benefit varies from period to period due to various factors which include changes in total pre-tax income or loss, the jurisdictions in which our income is earned, the tax laws in those jurisdictions and in our operating structure. We provide for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our subsidiaries are considered residents for income tax purposes. Our income tax provisions are primarily driven by income in certain jurisdictions and withholding taxes on intercompany and third-party transactions that do not directly correlate to ordinary income or loss. Certain charges and impairments recognized do not result in a significant tax benefit as a result of being attributed to a non-income tax jurisdiction or our inability to forecast realization of the tax benefit of such losses. This is partially offset by the utilization of previously unbenefited deferred tax assets, such as net operating loss carryforwards.

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, 2025, we anticipate that it is reasonably possible that our uncertain tax positions of $283 million, including interest and penalties offset by net operating losses and other tax attributes if settled, may decrease by up to $92 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 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 terms of the CDS, 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 September 30, 2025, we had a notional balance of $17 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 September 30, 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 – 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. During the third quarter of 2025 we completed a series of BCS transactions that resulted in an immaterial impact to our financial statements. No BCS transactions were entered into in the third quarter of 2024. During the second quarter of 2025 and 2024, we completed a series of BCS transactions at implied exchange rates that were approximately 1% and 26% higher, respectively, than the official exchange rate, resulting in a loss of $1 million and $10 million, respectively. We continue to use the official exchange rate for remeasurement of our Argentine peso-denominated net monetary assets under U.S. GAAP as the BCS rates do not meet the criteria for remeasurement under U.S. GAAP.

14 – Subsequent Events

Declaration of cash dividend

On October 15, 2025, our Board of Directors declared a cash dividend of $0.25 per share of the Company’s ordinary shares, payable on December 4, 2025 to shareholders of record as of November 6, 2025.

2033 Senior Notes Offering and Tender Offer for 2030 Senior Notes

On October 6, 2025, Weatherford Bermuda issued $1.2 billion in aggregate principal amount of 6.75% senior notes due October 15, 2033 in a private offering. Interest on the 2033 Senior Notes is payable semiannually on April 15th and October 15th of each year, beginning on April 15, 2026 at a rate of 6.75% per year. The 2033 Senior Notes will mature on October 15, 2033. The 2033 Senior Notes are guaranteed by the Company and other subsidiary guarantors. The Company intends to use the net proceeds from the offering, along with cash on hand of $100 million, to fund its cash tender offer for up to $1.3 billion aggregate principal amount of our 2030 Senior Notes.

On October 7, 2025, the early settlement date for the Tender Offer, the Company used a portion of the net proceeds from the issuance of 2033 Senior Notes to purchase $893 million aggregate principal amount of 2030 Senior Notes at applicable prices, plus accrued and unpaid interest of $27 million and an early tender premium of $21 million. The tender offer expired October 21, 2025.

On October 20, 2025, the Company issued a notice to redeem 2030 Senior Notes in an aggregate principal amount of $407 million, representing the amount of the Tender Offer that remained unsubscribed at its expiration date. The redemption will be funded using $100 million of cash on hand and the remaining proceeds from the issuance of the 2033 Senior Notes.