Weatherford International plc
For the period ended Sep 30, 2026. Filed Oct 21, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 21, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-22.
0001603923-26-000085
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-21.
0001603923-26-000122
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 151 previous paragraphs and 149 current paragraphs.
90 unchanged; 51 reworded; 8 added; 8 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
On September 3, 2026 shareholders approved the proposed redomestication of the parent company from Ireland to the United States as a Delaware corporation ("Redomestication"). The Redomestication remains subject to customary closing conditions, including sanction by the High Court of Ireland and other related implementation steps. The Company currently expects the Redomestication to be completed during the fourth quarter of 2026. As discussed elsewhere in this Form 10-Q, certain related restructuring activities, including the planned intellectual property transition, are expected to occur in connection with the Redomestication and are being evaluated for their potential accounting and tax implications. The Company does not expect the Redomestication to impact its global footprint, customer commitments or ongoing operations.
Current report
On September 1, 2026, the Company completed its acquisition of NCS Multistage Holdings, Inc. ("NCS"), which is now a wholly owned subsidiary of Weatherford. The transaction consideration consisted of a combination of Weatherford ordinary shares and cash, subject to the terms of the merger agreement. The acquisition expands the Company's completions portfolio and strengthens its exposure to unconventional resource markets.
Current report
Redomestication expense was $6 million and $30 million in the three and nine months ended September 30, 2026, respectively. These costs primarily relate to activities associated with the Company's proposed redomestication from Ireland to the United States, including legal, tax, consulting and other transaction-related costs.
Current report
DRE revenues of $331 million and $943 million in the three and nine months ended September 30, 2026, decreased $15 million or 4%, and decreased $88 million or 9% compared to $346 million and $1,031 million in the three and nine months ended September 30, 2025, respectively.
Current report
The third quarter year-over-year decrease was primarily due to lower activity for drilling related services and wireline which were each responsible for approximately 50% of the decrease within product lines with revenue decreases. This was partly offset by a revenue increase from managed pressure drilling activity. Geographically, within the regions with revenue decreases, approximately 45% of the decrease was from Europe/Sub-Sahara Africa/Russia and approximately 35% from the Middle East/North Africa/Asia region. This was partly offset by a revenue increase in the Latin America region. The Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region.
Current report
DRE segment adjusted EBITDA of $90 million and $220 million in the three and nine months ended September 30, 2026, increased $7 million or 8%, and decreased $6 million or 3% compared to $83 million and $226 million in the three and nine months ended September 30, 2025, respectively. DRE segment adjusted EBITDA margin was 27.2% and 23.3% in the three and nine months ended September 30, 2026 compared to 24.0% and 21.9% in the three and nine months ended September 30, 2025, respectively. The third quarter segment adjusted EBITDA increased year-over-year primarily due to higher margin managed pressure drilling activity and lower direct operating and selling, general and administrative costs. In the third quarter, direct costs and other expense decreased at a greater rate than revenue, contributing to the increase in margin. Year-to-date segment adjusted EBITDA decreased year-over-year primarily due to lower activity in wireline and drilling-related services, partially offset by higher margin managed pressure drilling activity. Year-to-date, direct costs decreased at a greater rate than revenue and other expense decreased at the same rate as revenue, resulting in an increase in margin.
Current report
WCC revenues of $450 million and $1,326 million in the three and nine months ended September 30, 2026, decreased $18 million, or 4%, and decreased $39 million or 3%, compared to $468 million and $1,365 million in the three and nine months ended September 30, 2025, respectively.
Current report
PRI revenues of $314 million and $926 million in the three and nine months ended September 30, 2026, decreased $12 million or 4% and decreased $61 million or 6%, compared to $326 million and $987 million in the three and nine months ended September 30, 2025, respectively.
Removed paragraphs (8)
Previous report
The Company plans to hold two shareholder meetings on September 3, 2026 to consider a proposal to redomesticate the parent company from Ireland to the United States as a Delaware corporation (“Redomestication”), following an earlier Texas redomestication proposal that, despite receiving over 60% support, did not receive the requisite shareholder approval. The proposed Redomestication is subject to customary conditions, including shareholder approval and sanction by the High Court of Ireland, and is expected to be completed during the fourth quarter of 2026.
Previous report
On May 31, 2026, the Company entered into a definitive merger agreement to acquire NCS Multistage Holdings, Inc., which will become a wholly owned subsidiary of Weatherford upon closing (“Proposed Transaction”). The transaction consideration consists of Weatherford ordinary shares or a combination of ordinary shares and cash, subject to certain limitations, adjustments and proration provisions. This merger is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2026.
Previous report
DRE revenues of $291 million and $612 million in the three and six months ended June 30, 2026, decreased $44 million or 13%, and decreased $73 million or 11% compared to $335 million and $685 million in the three and six months ended June 30, 2025, respectively.
Previous report
Of the second quarter year-over-year revenue decrease, approximately 50% of the decrease was from lower activity in wireline and approximately 45% of the decrease from lower activity in drilling related services. Geographically, approximately 35% of the revenue decrease was from Middle East/North Africa/Asia, while North America and Latin America each accounted for approximately 30% of the decrease. The Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region.
Previous report
DRE segment adjusted EBITDA of $58 million and $130 million in the three and six months ended June 30, 2026, decreased $11 million or 16%, and decreased $13 million or 9% compared to $69 million and $143 million in the three and six months ended June 30, 2025, respectively. DRE segment adjusted EBITDA margin was 19.9% and 21.2% in the three and six months ended June 30, 2026 compared to 20.6% and 20.9% in the three and six months ended June 30, 2025, respectively. The second quarter and year-to-date segment adjusted EBITDA decreased year-over-year primarily due to a decline in overall activity. In the second quarter, both direct costs and other expense decreased along with the decrease in activity. The rate of decrease for direct costs and other expense was lower than the decrease in revenue, contributing to the decrease in margin. Year-to-date, both direct costs and other expense decreased along with the decrease in revenue. The rate of decrease for direct costs was higher than the decrease in revenue, resulting in a slight increase in margin.
Previous report
WCC revenues of $433 million and $876 million in the three and six months ended June 30, 2026, decreased $23 million, or 5%, and decreased $21 million or 2%, compared to $456 million and $897 million in the three and six months ended June 30, 2025, respectively.
Previous report
PRI revenues of $316 million and $612 million in the three and six months ended June 30, 2026, decreased $11 million or 3% and decreased $49 million or 7%, compared to $327 million and $661 million in the three and six months ended June 30, 2025, respectively.
Previous report
•the risk that the Proposed Transaction is not consummated as expected, in a timely manner or at all; and
Reworded paragraphs (51)
Previous wording
We conduct business in approximately 75 countries, answering the challenges of the energy industry with 302 operating locations including manufacturing, research and development, service, and training facilities. Our operational performance is reviewed and managed across the life cycle of the wellbore, and we report in three segments (1) Drilling and Evaluation, (2) Well Construction and Completions, and (3) Production and Intervention.
Current wording
We conduct business in approximately 75 countries, answering the challenges of the energy industry with 320 operating locations including manufacturing, research and development, service, and training facilities. Our operational performance is reviewed and managed across the life cycle of the wellbore, and we report in three segments (1) Drilling and Evaluation, (2) Well Construction and Completions, and (3) Production and Intervention.
Previous wording
Lower oil and natural gas prices and lower rig count generally correlate to lower exploration and production spending, and higher oil and natural gas prices and higher rig count generally correlate to higher exploration and production spending. Therefore, our financial results can be significantly affected by oil and natural gas prices as well as rig counts. As shown in the following tables, as of three and six months ended June 30, 2026, the average WTI oil price and average Brent crude oil price were higher compared to three and six months ended June 30, 2025 while the average Henry Hub natural gas prices were lower than during the three months ended June 30, 2025 and higher than during the six months ended June 30, 2025. Average rig counts decreased during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Oil prices have experienced increased volatility and upward pressure in response to the ongoing geopolitical conflict involving Iran, the U.S. and Israel (“Iran Conflict”). Despite higher oil prices driven by the Iran Conflict, it has adversely impacted exploration and production spending in the Middle East resulting in disruption of global energy supplies and adversely affecting global supply chains, energy markets and overall macroeconomic conditions.
Current wording
Lower oil and natural gas prices and lower rig count generally correlate to lower exploration and production spending, and higher oil and natural gas prices and higher rig count generally correlate to higher exploration and production spending. Therefore, our financial results can be significantly affected by oil and natural gas prices as well as rig counts. As shown in the following tables, as of three and nine months ended September 30, 2026, the average WTI oil price and average Brent crude oil price were higher compared to three and nine months ended September 30, 2025 while the average Henry Hub natural gas prices were lower than during the three months ended September 30, 2025 and higher than during the nine months ended September 30, 2025. Average rig counts increased during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025. Oil prices have experienced increased volatility and upward pressure in response to the ongoing geopolitical conflict involving Iran, the U.S. and Israel (“Iran Conflict”). Despite higher oil prices driven by the Iran Conflict, it has adversely impacted exploration and production spending in the Middle East resulting in disruption of global energy supplies and adversely affecting global supply chains, energy markets and overall macroeconomic conditions.
Previous wording
Developments in global trade policy, tariffs, geopolitical conflicts, sanctions, and regulation have affected and may continue to affect our industry. In February 2026, the U.S. Supreme Court ruled that certain tariffs were unlawful and affirmed that jurisdiction for tariff-related matters resided with the Court of International Trade; however, uncertainty persists as new tariffs have been introduced under alternative authorities. We have filed claims for refunds of certain tariffs and have begun receiving approvals and cash receipts, while continuing to prepare and submit additional claims as further guidance becomes available. Separately, certain tariffs implemented in 2026 have been challenged or modified, and we continue to monitor these developments, which are not currently expected to have a material impact on our results.
Current wording
Developments in global trade policy, tariffs, geopolitical conflicts, sanctions, and regulation have affected and may continue to affect our industry. In February 2026, the U.S. Supreme Court ruled that certain tariffs were unlawful and affirmed that jurisdiction for tariff-related matters resided with the Court of International Trade; however, uncertainty persists as new tariffs have been introduced under alternative authorities. We have filed claims for refunds of certain tariffs and have begun receiving approvals and cash receipts. Separately, certain tariffs implemented in 2026 have been challenged or modified and new tariffs continue to be introduced. We continue to monitor these developments, which are not currently expected to have a material impact on our results, but could if certain tariffs are ultimately imposed at maximum rates.
Previous wording
Revenues in Russia were just under 10% and 9% of our total revenues for the three and six months ended June 30, 2026, respectively, compared to 7% of our total revenue for both the three and six months ended June 30, 2025. The increase in Russia revenues as a percentage of consolidated results year over year was driven by revenue decreases in the Middle East/North Africa/Asia region as a result of the Iran Conflict and the strengthening of the Ruble against the U.S. dollar. As of June 30, 2026, our Russia operations included $118 million in cash, $178 million in other current assets, $105 million in property, plant and equipment, net and other non-current assets, and $90 million in liabilities. As of December 31, 2025, our Russia operations included $107 million in cash, $152 million in other current assets, $91 million in property, plant and equipment, net and other non-current assets, and $80 million in liabilities.
Current wording
Revenues in Russia were 8% and 9% of our total revenues for the three and nine months ended September 30, 2026, respectively, compared to 8% and 7% of our total revenue for both the three and nine months ended September 30, 2025, respectively. The increase in Russia revenues as a percentage of consolidated results year over year was driven by revenue decreases in the Middle East/North Africa/Asia region as a result of the Iran Conflict and the strengthening of the Ruble against the U.S. dollar. As of September 30, 2026, our Russia operations included $128 million in cash, $137 million in other current assets, $102 million in property, plant and equipment, net and other non-current assets, and $69 million in liabilities. As of December 31, 2025, our Russia operations included $107 million in cash, $152 million in other current assets, $91 million in property, plant and equipment, net and other non-current assets, and $80 million in liabilities.
Previous wording
Revenues of $1.1 billion and $2.3 billion in the three and six months ended June 30, 2026, respectively, decreased 8% and 6% compared to $1.2 billion and $2.4 billion in the three and six months ended June 30, 2025, respectively. Year-over-year in the second quarter, product revenues decreased 9% and service revenues decreased 8%. For the same period, revenues declined in all segments with DRE, WCC and PRI responsible for 44%, 23% and 11% of the decrease, respectively, with the remaining decrease from lower activity in integrated services and projects. Year-over-year in the six months ended June 30, 2026, product revenues and service revenues each decreased 6%. For the same period, revenues declined in all segments with DRE, PRI and WCC responsible for 52%, 35% and 15% of the decrease, respectively, with partial offset from a modest increase in integrated services and projects.
Current wording
Revenues of $1.1 billion and $3.4 billion in the three and nine months ended September 30, 2026, respectively, decreased 7% and 6% compared to $1.2 billion and $3.6 billion in the three and nine months ended September 30, 2025, respectively. Year-over-year in the third quarter, service revenues decreased 8% and product revenues decreased 6%. For the same period, revenues declined in all segments with WCC, DRE, and PRI responsible for 20%, 17%, and 13% of the decrease, respectively, with the remaining decrease from lower activity in integrated services and projects. Year-over-year in the nine months ended September 30, 2026, service revenues decreased 7% and product revenues decreased 6%. For the same period, revenues declined in all segments with DRE, PRI and WCC responsible for 38%, 27% and 17% of the decrease, respectively, with the remaining decrease from lower activity in integrated services and projects.
Previous wording
Geographically, the year-over-year second quarter revenue decrease was led by declines in Middle East/North Africa/Asia of $78 million and North America of $36 million, and partly offset by a revenue increase of $13 million in the Europe/Sub-Sahara Africa/Russia region. Year-over-year in the six months ended June 30, 2026, revenue decrease was led by declines in Middle East/North Africa/Asia of $105 million and North America of $66 million, and partly offset by a revenue increase of $47 million in the Europe/Sub-Sahara Africa/Russia region. The decrease of revenue was primarily due to market disruptions caused by the Iran Conflict and lower activity in the North America region.
Current wording
Geographically, the year-over-year third quarter revenue decrease was led by declines in Middle East/North Africa/Asia of $86 million, North America of $7 million and Europe/Sub-Sahara Africa/Russia of $7 million, partly offset by a revenue increase of $11 million in the Latin America region. Year-over-year in the nine months ended September 30, 2026, revenue decrease was led by declines in Middle East/North Africa/Asia of $191 million and North America of $73 million, and partly offset by a revenue increase of $40 million in the Europe/Sub-Sahara Africa/Russia region. The decrease of revenue was primarily due to market disruptions caused by the Iran Conflict and lower activity in the North America region.
Previous wording
Operating income of $107 million and $230 million in the three and six months ended June 30, 2026, respectively, decreased 55% and 39% compared to $237 million and $379 million in the three and six months ended June 30, 2025, respectively. The second quarter and year-to-date year-over-year decreases were primarily due to the decline in revenue and prior year $70 million gain on the sale of our pressure pumping business in Argentina, with a partial offset from lower cost of products and services, restructuring and research and development costs.
Current wording
Operating income of $153 million and $383 million in the three and nine months ended September 30, 2026, respectively, decreased 14% and 31% compared to $178 million and $557 million in the three and nine months ended September 30, 2025, respectively. The third quarter year-over-year decrease was primarily due to the decline in revenue with a partial offset from lower cost of products and services, restructuring and research and development costs. The nine months ended September 30, 2026 year-over-year decrease was primarily due to the decline in revenue and prior year $70 million gain on the sale of our pressure pumping business in Argentina, with a partial offset from lower cost of products and services, restructuring and research and development costs.
Previous wording
Cost of products and services of $772 million and $1,584 million in the three and six months ended June 30, 2026, respectively, decreased 7% and 4% compared to $829 million and $1,648 million in the three and six months ended June 30, 2025, respectively. The year-over-year decrease was primarily due to a decline in product sales and a reduction in headcount leading to lower personnel costs. Our cost of products and services as a percentage of revenues was 70% in both the three and six months ended June 30, 2026, respectively, compared to 69% in both the three and six months ended June 30, 2025, respectively. The higher cost ratio was primarily due to fixed costs decreasing at a slower rate than revenues.
Current wording
Cost of products and services of $769 million and $2.4 billion in the three and nine months ended September 30, 2026, respectively, decreased 9% and 6% compared to $844 million and $2.5 billion in the three and nine months ended September 30, 2025, respectively. The year-over-year decrease was primarily due to a decline in product sales, lower integrated services and projects activity and a reduction in headcount resulting in lower personnel costs. Our cost of products and services as a percentage of revenues was 67% and 69% in the three and nine months ended September 30, 2026, respectively, compared to 69% in both the three and nine months ended September 30, 2025, respectively.
Previous wording
Selling, general and administrative costs of $172 million and $340 million in the three and six months ended June 30, 2026, respectively, increased 5% compared to $164 million and $325 million in the three and six months ended June 30, 2025, respectively. The year-over-year increase was primarily due to an increase in employee incentive programs and share-based compensation. Selling, general and administrative costs as a percentage of revenues were 16% and 15% in the three and six months ended June 30, 2026, respectively, and 14% in both the three and six months ended June 30, 2025.
Current wording
Selling, general and administrative costs of $182 million and $522 million in the three and nine months ended September 30, 2026, respectively, increased 8% and 6% compared to $169 million and $494 million in the three and nine months ended September 30, 2025, respectively. The year-over-year increase was primarily due to an increase in share-based compensation and employee incentive programs. Selling, general and administrative costs as a percentage of revenues were 16% and 15% in the three and nine months ended September 30, 2026, respectively, and 14% in both the three and nine months ended September 30, 2025.
Previous wording
Research and development costs of $20 million and $41 million in the three and six months ended June 30, 2026, respectively, decreased 33% and 31% compared to $30 million and $59 million in the three and six months ended June 30, 2025, respectively. The year-over-year decrease was due to lower costs for research and development projects. Research and development costs as a percentage of revenues was 2% in both the three and six months ended June 30, 2026 and 3% in both the three and six months ended June 30, 2025.
Current wording
Research and development costs of $23 million and $64 million in the three and nine months ended September 30, 2026, respectively, decreased 15% and 26% compared to $27 million and $86 million in the three and nine months ended September 30, 2025, respectively. The year-over-year decrease was due to lower costs for research and development projects. Research and development costs as a percentage of revenues was 2% in both the three and nine months ended September 30, 2026 and 2% in both the three and nine months ended September 30, 2025.
Previous wording
Restructuring charges were $9 million and $22 million in the three and six months ended June 30, 2026, respectively, and $11 million and $40 million in the three and six months ended June 30, 2025, respectively. See “Note 4 – Restructuring Charges” for additional information.
Current wording
Restructuring charges were $6 million and $28 million in the three and nine months ended September 30, 2026, respectively, and $11 million and $51 million in the three and nine months ended September 30, 2025, respectively. See “Note 4 – Restructuring Charges” for additional information.
Previous wording
Other Charges, Net were $25 million and $40 million in the three and six months ended June 30, 2026, respectively, and $3 million and $16 million in the three and six months ended June 30, 2025, respectively. Other Charges, Net primarily included $12 million and $21 million of costs related to the Redomestication, respectively, and $11 million and $14 million related to mergers and acquisitions costs, respectively, in the three and six months ended June 30, 2026 and primarily included fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico as well as other miscellaneous charges and credits in the three and six months ended June 30, 2025.
Current wording
Other Charges, Net were $4 million and $20 million in the three and nine months ended September 30, 2026, respectively, and $3 million and $19 million in the three and nine months ended September 30, 2025, respectively. Other Charges, Net primarily included mergers and acquisition costs in the three and nine months ended September 30, 2026 and primarily included fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico as well as other miscellaneous charges and credits in the three and nine months ended September 30, 2025.
Previous wording
Interest Expense, Net was $16 million and $33 million in the three and six months ended June 30, 2026, respectively, and $21 million and $47 million in the three and six months ended June 30, 2025, respectively. Interest Expense, Net is interest expense net of interest income.
Current wording
Interest Expense, Net was $15 million and $48 million in the three and nine months ended September 30, 2026, respectively, and $23 million and $70 million in the three and nine months ended September 30, 2025, respectively. Interest Expense, Net is interest expense net of interest income.
Previous wording
Interest expense was $27 million and $54 million in the three and six months ended June 30, 2026, respectively, and $35 million and $72 million in the three and six months ended June 30, 2025, respectively. The decrease was primarily due to a lower interest rate following the refinancing of long-term debt in the fourth quarter of 2025 and the reduction in our outstanding long-term debt. Interest income was $11 million and $21 million in the three and six months ended June 30, 2026, respectively, and $14 million and $25 million in the three and six months ended June 30, 2025, respectively.
Current wording
Interest expense was $28 million and $82 million in the three and nine months ended September 30, 2026, respectively, and $34 million and $106 million in the three and nine months ended September 30, 2025, respectively. The decrease was primarily due to a lower interest rate following the refinancing of long-term debt in the fourth quarter of 2025 and the reduction in our outstanding long-term debt. Interest income was $13 million and $34 million in the three and nine months ended September 30, 2026, respectively, and $11 million and $36 million in the three and nine months ended September 30, 2025, respectively.
Previous wording
Other Expense, Net was $16 million and $17 million in the three and six months ended June 30, 2026, respectively, and $25 million and $45 million in the three and six months ended June 30, 2025, respectively. Other Expense, Net primarily represents foreign exchange gains and losses in countries with no or limited markets to hedge, letter of credit fees and other financing charges, including bond redemption premiums partially offset by certain investment gains and losses. When economically advantageous, we enter into foreign currency forward contracts to mitigate the risk of future cash flows denominated in a foreign currency.
Current wording
Other Expense, Net was $9 million and $26 million in the three and nine months ended September 30, 2026, respectively, and $16 million and $61 million in the three and nine months ended September 30, 2025, respectively. Other Expense, Net primarily represents foreign exchange gains and losses in countries with no or limited markets to hedge, letter of credit fees and other financing charges, including bond redemption premiums partially offset by certain investment gains and losses. When economically advantageous, we enter into foreign currency forward contracts to mitigate the risk of future cash flows denominated in a foreign currency.
Previous wording
Of the year-to-date year-over-year revenue decrease, approximately 50% of the decrease was attributable to lower wireline activity, with the remaining decrease split equally between lower managed pressure drilling activity and lower drilling related services activity. Geographically, approximately 40% of the revenue decrease was from Latin America, approximately 35% of the decrease was from Middle East/North Africa/Asia and approximately 30% of the decrease was from the North America region. This was partly offset by a revenue increase in Europe/Sub-Sahara Africa/Russia.
Current wording
The year-to-date year-over-year revenue decrease was primarily due to lower activity in wireline and drilling related services, which accounted for approximately 60% and 40% of the decrease, respectively. Geographically, approximately 40% of the revenue decrease was from Middle East/North Africa/Asia, approximately 30% of the decrease was from North America and approximately 25% of the decrease was from the Latin America region.
Previous wording
The second quarter year-over-year decrease was primarily due to lower activity for liner hangers which was responsible for approximately 70% of the decrease within product lines with revenue decreases. This was partly offset by a revenue increase from completions activity. Geographically, approximately all of the revenue decrease was from the Middle East/North Africa/Asia region. The Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region. The decrease in revenue was partly offset by a revenue increase in the Latin America region.
Current wording
The third quarter year-over-year decrease was primarily due to lower activity for liner hangers, which was responsible for approximately 50% of the decrease within product lines with revenue decreases with the remaining decrease equally attributable to lower activity in tubular running services and well services. This was partly offset by a revenue increase from cementation products activity. Geographically, approximately all of the revenue decrease was from the Middle East/North Africa/Asia region. The Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region. The decrease in revenue was partly offset by revenue increases in the North America and Latin America regions.
Previous wording
The year-to-date year-over-year revenue decrease was primarily due to lower activity in well services, liner hangers and cementation products, which accounted for approximately 40%, 30% and 25% of the decrease, respectively, among product lines with revenue decreases. This was partly offset by a revenue increase from completions activity. Geographically, all of the revenue decrease was from the Middle East/North Africa/Asia region. This was partly offset by a revenue increase in the Latin America region.
Current wording
The year-to-date year-over-year revenue decrease was primarily due to lower activity in liner hangers and well services, which accounted for approximately 45% and 35% of the decrease, respectively, among product lines with revenue decreases. This was partly offset by a revenue increase from completions activity. Geographically, all of the revenue decrease was from the Middle East/North Africa/Asia region. The Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region. This was partly offset by revenue increases in the Latin America and North America regions.
Previous wording
WCC segment adjusted EBITDA of $107 million and $217 million in the three and six months ended June 30, 2026, decreased $11 million or 9%, and decreased $29 million or 12%, compared to $118 million and $246 million in the three and six months ended June 30, 2025, respectively. WCC segment adjusted EBITDA margin was 24.7% and 24.8% in the three and six months ended June 30, 2026, compared to 25.9% and 27.4% in the three and six months ended June 30, 2025, respectively. The second quarter segment adjusted EBITDA decreased year-over-year primarily due to lower activity in the Middle East/North Africa/Asia region. In the second quarter, both direct costs and other expense decreased along with the decrease in activity. However, the rate of decrease in direct costs was lower than the rate of decrease in revenue, contributing to the decrease in margin. The year-to-date segment adjusted EBITDA decreased year-over-year primarily due to lower activity in the Middle East/North Africa/Asia region and an increase in direct operating costs. Year-to-date, direct costs increased while revenue decreased causing the decrease in margin.
Current wording
WCC segment adjusted EBITDA of $100 million and $317 million in the three and nine months ended September 30, 2026, decreased $25 million or 20%, and decreased $54 million or 15%, compared to $125 million and $371 million in the three and nine months ended September 30, 2025, respectively. WCC segment adjusted EBITDA margin was 22.2% and 23.9% in the three and nine months ended September 30, 2026, compared to 26.7% and 27.2% in the three and nine months ended September 30, 2025, respectively. The third quarter segment adjusted EBITDA decreased year-over-year primarily due to lower activity in the Middle East/North Africa/Asia region. The third quarter margin decreased year-over-year primarily due to lower revenue and higher other expenses, while direct costs remained flat. The year-to-date segment adjusted EBITDA decreased year-over-year primarily due to lower activity in the Middle East/North Africa/Asia region and an increase in direct operating costs. The year-to-date direct costs and other expense increased while revenue decreased causing the decrease in margin.
Previous wording
The second quarter year-over-year revenue decrease was primarily due to a decline in activity for artificial lift which was responsible for approximately 75% of the decrease within product lines with revenue decreases. This was partly offset by a revenue increase from pressure pumping activity. Geographically, within the regions with revenue decreases, approximately 75% of the decrease was from North America. This was partly offset by a revenue increase in the Europe/Sub-Sahara Africa/Russia region.
Current wording
The third quarter year-over-year revenue decrease was primarily due to a decline in activity for artificial lift which was responsible for approximately all of the decrease. This was partly offset by a revenue increase from sub-sea intervention activity. Geographically, within the regions with revenue decreases, approximately 70% of the decrease was from North America. This was partly offset by a revenue increase in the Europe/Sub-Sahara Africa/Russia region.
Previous wording
The year-to-date year-over-year revenue decrease was primarily due to lower activity in artificial lift and intervention services and drilling tools, which accounted for approximately 60% and 40% of the decrease, respectively. Geographically, within the regions with revenue decreases, approximately 60% of the decrease was from North America and approximately 30% of the decrease was from Latin America. This was partly offset by a revenue increase in the Europe/Sub-Sahara Africa/Russia region.
Current wording
The year-to-date year-over-year revenue decrease was primarily due to lower activity in artificial lift and intervention services and drilling tools, which accounted for approximately 60% and 25% of the decrease, respectively, among product lines with revenue decreases. This was partly offset by a revenue increase from sub-sea intervention activity. Geographically, within the regions with revenue decreases, approximately 65% of the decrease was from North America and approximately 30% of the decrease was from Latin America. This was partly offset by a revenue increase in the Europe/Sub-Sahara Africa/Russia region.
Previous wording
PRI segment adjusted EBITDA of $70 million and $124 million in the three and six months ended June 30, 2026, increased $7 million or 11%, and decreased $1 million or 1%, compared to $63 million and $125 million in the three and six months ended June 30, 2025, respectively. PRI segment adjusted EBITDA margin was 22.2% and 20.3% in the three and six months ended June 30, 2026, compared to 19.3% and 18.9% in the three and six months ended June 30, 2025, respectively. The second quarter segment adjusted EBITDA increased year-over-year primarily due to higher margin activity in intervention services and drilling tools. In the second quarter, both direct costs and other expense decreased along with the decrease in activity. The rate of decrease for direct costs and other expense was higher than the rate of decrease in revenue, contributing to the increase in margin. The year-to-date segment adjusted EBITDA decreased slightly year-over-year with a decline in overall activity offset by reduction of costs and increased higher margin activity in digital solutions. Year-to-date, both direct costs and other expense decreased along with the decrease in revenue. The rate of decrease for direct costs and other expense was higher than the rate of decrease in revenue, contributing to the increase in margin.
Current wording
PRI segment adjusted EBITDA of $73 million and $197 million in the three and nine months ended September 30, 2026, increased $14 million or 24%, and increased $13 million or 7%, compared to $59 million and $184 million in the three and nine months ended September 30, 2025, respectively. PRI segment adjusted EBITDA margin was 23.2% and 21.3% in the three and nine months ended September 30, 2026, compared to 18.1% and 18.6% in the three and nine months ended September 30, 2025, respectively. The third quarter segment adjusted EBITDA increased year-over-year primarily due to lower selling, general and administrative costs, higher margin intervention services and drilling tools activity and an increase of sub-sea intervention activity. In the third quarter, both direct costs and other expense decreased along with the decrease in activity. The rate of decrease for direct costs and other expense was higher than the rate of decrease in revenue, contributing to the increase in margin. Year-to-date segment adjusted EBITDA increased year-over-year, primarily due to broad-based cost reductions across direct operating costs, selling general and administrative and research and development expenses, as well as increased sub-sea intervention and digital solutions activity. Year-to-date, both direct costs and other expense decreased along with the decrease in revenue. The rate of decrease for direct costs and other expense was higher than the rate of decrease in revenue, contributing to the increase in margin.
Previous wording
All Other revenues were $65 million and $157 million in the three and six months ended June 30, 2026, compared to $86 million and $154 million in the three and six months ended June 30, 2025. In the second quarter, the year-over-year decrease was due to lower activity in the Middle East/North Africa/Asia region following the completion of certain integrated services and projects that were not renewed. Year-to-date, the year-over-year increase was due to higher international activity for integrated services and projects.
Current wording
All Other revenues were $48 million and $205 million in the three and nine months ended September 30, 2026, compared to $92 million and $246 million in the three and nine months ended September 30, 2025. The third quarter and year-to-date year-over-year decreases were due to lower activity in the Middle East/North Africa/Asia region following the completion of certain integrated services and projects that were not renewed.
Previous wording
Corporate incurred net expense was $18 million and $34 million in the three and six months ended June 30, 2026 compared to $15 million and $30 million in the three and six months ended June 30, 2025. The year-over-year increase was primarily due to an increase in employee incentive programs.
Current wording
Corporate incurred net expense was $19 million and $53 million in the three and nine months ended September 30, 2026 compared to $12 million and $42 million in the three and nine months ended September 30, 2025. The year-over-year increase was primarily due to an increase in employee incentive programs.
Previous wording
Depreciation and amortization expense was $71 million and $141 million in the three and six months ended June 30, 2026 compared to $64 million and $126 million in the three and six months ended June 30, 2025. The year-over-year increase was primarily due to a larger asset base.
Current wording
Depreciation and amortization expense was $70 million and $211 million in the three and nine months ended September 30, 2026 compared to $67 million and $193 million in the three and nine months ended September 30, 2025. The year-over-year increase was primarily due to a larger asset base.
Previous wording
We recognized $11 million and $23 million of share-based compensation in the three and six months ended June 30, 2026 compared to $9 million and $16 million in the three and six months ended June 30, 2025. The year-over-year increase was primarily due to the timing of equity grants and increased expense related to performance-based awards.
Current wording
We recognized $15 million and $38 million of share-based compensation in the three and nine months ended September 30, 2026 compared to $10 million and $26 million in the three and nine months ended September 30, 2025. The increase was primarily attributable to $4 million of compensation cost related to equity awards assumed in connection with an acquisition, including $3 million of accelerated expense recognized upon qualifying terminations. The year-to-date increase also reflects approximately $7 million of additional expense resulting from the timing of equity grants and higher compensation cost associated with performance-based awards.
Previous wording
As we look forward to the third quarter, the pace of recovery in the Middle East remains the primary factor influencing our near-term outlook. Ongoing geopolitical tensions and operational disruptions continue to create uncertainty around the timing of a full return to normalized conditions. For the remainder of 2026, we expect activity levels to gradually recover while recognizing the potential for continued volatility. We continue to closely monitor geopolitical developments, customer spending patterns, supply chain conditions, trade policies, inflationary pressures, and labor and logistical constraints that could impact our operations and financial results.
Current wording
As we look forward to the fourth quarter, the pace and timing of recovery in the Middle East remains a key source of uncertainty in our near-term outlook. Ongoing geopolitical tensions and operational disruptions continue to create uncertainty around the timing of a return to normalized conditions. Notwithstanding these conditions, we expect overall activity to improve through the remainder of 2026, driven by increased activity in North America and Latin America regions and supported by contributions from the recent acquisition, although the pace and extent of improvement may vary by region. We continue to closely monitor geopolitical developments, customer spending patterns, supply chain conditions, trade policies, inflationary pressures, and labor and logistical constraints that could impact our operations and financial results.
Previous wording
At June 30, 2026, we had cash and cash equivalents of $1.1 billion and $37 million in restricted cash, compared to $987 million of cash and cash equivalents and $55 million in restricted cash at December 31, 2025.
Current wording
At September 30, 2026, we had cash and cash equivalents of $1.161 billion and $37 million in restricted cash, compared to $987 million of cash and cash equivalents and $55 million in restricted cash at December 31, 2025.
Previous wording
Cash provided by operating activities was $311 million for the six months ended June 30, 2026 compared to cash provided by operating activities of $270 million for the six months ended June 30, 2025. The increase in cash provided by operating activities in the first six months of 2026 over the same period in 2025 was primarily due to lower payments on accounts payable and lower employee costs, partially offset by lower accounts receivable collections.
Current wording
Cash provided by operating activities was $503 million for the nine months ended September 30, 2026 compared to cash provided by operating activities of $408 million for the nine months ended September 30, 2025. The increase in cash provided by operating activities was primarily due to increased cash from accounts receivable, partially offset by lower cash earnings and higher cash usage related to income taxes payable.
Previous wording
Cash used in investing activities was $110 million for the six months ended June 30, 2026. The primary investing use of cash was for capital expenditures of $96 million. Cash used in investing activities also includes $12 million in equity investments. Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $14 million offset the proceeds of $14 million.
Current wording
Cash used in investing activities was $164 million for the nine months ended September 30, 2026. The primary investing use of cash was for capital expenditures of $141 million. Cash used in investing activities also includes $13 million for business acquisition, net of cash acquired in the third quarter of 2026 (see “Note 13 – Acquisition”). Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $23 million offset the proceeds of $22 million.
Previous wording
Cash used in investing activities was $36 million for the six months ended June 30, 2025. The primary investing activities were cash used for capital expenditures of $131 million, partially offset by $97 million of proceeds received from the sale of our pressure pumping business in Argentina. Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $83 million offset the proceeds of $82 million.
Current wording
Cash used in investing activities was $82 million for the nine months ended September 30, 2025. The primary investing activities were cash used for capital expenditures of $175 million, partially offset by $97 million of proceeds received from the sale of our pressure pumping business in Argentina. Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $103 million offset the proceeds of $102 million.
Previous wording
Cash used in financing activities was $105 million for the six months ended June 30, 2026. The primary financing uses of cash were for cash dividends of $40 million, share repurchases of $26 million (see “Note 9 – Shareholders’ Equity”), tax remittances on equity awards vested of $18 million and repayments of long-term debt of $17 million.
Current wording
Cash used in financing activities was $167 million for the nine months ended September 30, 2026. The primary financing uses of cash were for cash dividends of $59 million, share repurchases of $54 million (see “Note 9 – Shareholders’ Equity”), repayments of long-term debt of $25 million and tax remittances on equity awards vested of $20 million.
Previous wording
Cash used in financing activities was $230 million for the six months ended June 30, 2025. The primary financing uses of cash were share repurchases of $87 million, repayments and repurchases of long-term debt of $73 million, cash dividends of $36 million and tax remittances on equity awards of $20 million.
Current wording
Cash used in financing activities was $277 million for the nine months ended September 30, 2025. The primary financing uses of cash were share repurchases of $94 million, repayments and repurchases of long-term debt of $80 million (including $61 million in repurchases of our 2030 Senior Notes), cash dividends of $54 million and tax remittances on equity awards of $20 million.
Previous wording
In the near term we anticipate cash uses to include costs related to our Redomestication, mergers and acquisition activity and restructuring costs. We expect to utilize cash in our capital allocation framework, which includes investments in technology and infrastructure upgrades, and in strategic mergers and acquisitions. Our cash requirements also include personnel costs, including awards under our employee incentive programs and other amounts to settle litigation related matters.
Current wording
Our cash requirements will continue to include payments for principal and interest on our long-term debt, capital expenditures, payments on our finance and operating leases, payments for short-term working capital needs and operating costs. In the near term we anticipate cash uses to include costs related to our Redomestication, mergers and acquisition activity and restructuring costs. We expect to utilize cash in our capital allocation framework, which includes investments in technology and infrastructure upgrades, and in strategic mergers and acquisitions. Our cash requirements also include personnel costs, including awards under our employee incentive programs and other amounts to settle litigation related matters.
Previous wording
As of June 30, 2026, we had outstanding debt of $236 million in aggregate principal amount for our 2030 Senior Notes and $1.2 billion in aggregate principal amount for our 2033 Senior Notes. We expect to pay $103 million in interest payments in 2026 specific to these notes. See “Note 7 – Borrowings and Other Debt Obligations” for additional information.
Current wording
As of September 30, 2026, we had outstanding debt of $236 million in aggregate principal amount for our 2030 Senior Notes and $1.2 billion in aggregate principal amount for our 2033 Senior Notes. We expect to pay $102 million in interest payments in 2026 specific to these notes. See “Note 7 – Borrowings and Other Debt Obligations” for additional information.
Previous wording
Our capital spend is expected to be 3-5% of revenue over a 12 to 18 month rolling period and our 2026 capital spend is projected to be within the same framework. Our payments on our operating and finance leases in 2026 are expected to be approximately $61 million and $37 million, respectively.
Current wording
Our capital spend is expected to be 3-5% of revenue over a 12 to 18 month rolling period and our 2026 capital spend is projected to be within the same framework. Our payments on our operating and finance leases in 2026 are expected to be approximately $61 million and $38 million, respectively.
Previous wording
Cash and cash equivalents and restricted cash are held by subsidiaries outside of Ireland. At June 30, 2026 and December 31, 2025, we had approximately $156 million and $31 million, respectively, of our cash and cash equivalents that cannot be immediately repatriated from various countries due to country central bank controls or other regulations. As we continue to conduct business in certain countries with cash that cannot be immediately repatriated, we may consider infrequent transactions to safeguard our cash from exposure to the effects of inflation and currency devaluation. Repatriation of those cash balances might result in incremental taxes or costs.
Current wording
Cash and cash equivalents and restricted cash are held by subsidiaries outside of Ireland. At September 30, 2026 and December 31, 2025, we had approximately $164 million and $31 million, respectively, of our cash and cash equivalents that cannot be immediately repatriated from various countries due to country central bank controls or other regulations. As we continue to conduct business in certain countries with cash that cannot be immediately repatriated, we may consider infrequent transactions to safeguard our cash from exposure to the effects of inflation and currency devaluation. Repatriation of those cash balances might result in incremental taxes or costs.
Previous wording
Our credit ratings at December 31, 2025 have been maintained as follows:
Current wording
Our credit ratings at September 30, 2026 were maintained since December 31, 2025 and outlooks upgraded as follows:
Previous wording
•Standard and Poor maintained issuer credit ratings of ‘BB;’ with a stable outlook
Current wording
•Standard and Poor maintained issuer credit ratings of ‘BB;’ and revised its outlook from stable to a positive outlook
Previous wording
•Fitch Ratings maintained our issuer credit ratings of ‘BB;’ with a stable outlook
Current wording
•Fitch Ratings maintained our issuer credit ratings of ‘BB;’ and revised its outlook from stable to a positive outlook
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Previous report — wording carried elsewhere
Our cash requirements will continue to include payments for principal and interest on our long-term debt, capital expenditures, payments on our finance and operating leases, payments for short-term working capital needs and operating costs.
Previous report — wording carried elsewhere
“guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.