Earnings Labs

Weatherford International plc (WFRD)

Q2 2012 Earnings Call· Wed, Jul 25, 2012

$110.06

+0.33%

Key Takeaways · AI generated
AI summary not yet generated for this transcript. Generation in progress for older transcripts; check back soon, or browse the full transcript below.
Transcript

Operator

Operator

Good morning. My name is Regina, and I will be your conference operator today. At this time, I would like to welcome everyone to the Weatherford International Second Quarter 2012 Earnings Conference Call. [Operator Instructions] As a reminder, ladies and gentlemen, today's call is being recorded. Thank you. I would now like to turn the conference over to Mr. Bernard Duroc-Danner, Chairman, President and Chief Executive Officer. Sir, you may begin your conference.

Bernard J. Duroc-Danner

Analyst

Thank you. Good morning, everyone. John will start with his comments and followed by mine.

John H. Briscoe

Analyst

Thank you, Bernard, and good morning, everyone. Before my prepared comments, I would like to remind listeners that this call contains forward-looking statements within the meaning of applicable securities laws, and also includes non-GAAP financial measures. A detailed disclaimer related to our forward-looking statements is included in our press release, which has been filed with the SEC and is available on our website at weatherford.com or upon request. Similarly, a reconciliation of excluded items and non-GAAP financial measures is included in our press release and also on our website. Finally, in order to allow more callers to ask questions, I ask each caller in the Q&A to limit their questions to one initial question and one follow-up question. I will start my comments with some brief remarks on the operating results, but these will be much briefer than normal, as I will defer more to Bernard. I will then focus the majority of my comments on the restatement of our previously issued results due to additional adjustments to our income taxes. In the second quarter 2012, we generated -- before income taxes, we generated earnings before income taxes of $205 million or $276 million on a non-GAAP basis compared to non-GAAP earnings before income taxes for the first quarter of 2012 of $296 million, as detailed in the non-GAAP reconciliation table in our earnings release. Second quarter earnings before income taxes was unfavorably impacted by certain excluded items highlighted in our press release, totaling $71 million on a pre-tax basis. The excluded items for the second quarter were primarily composed of a $100 million accrual for the potential settlement of the sanctioned countries' investigation, $24 million for severance exit and other charges and $53 million gain associated with the sale of our subsea controls business. Second quarter revenues of $3.8…

Bernard J. Duroc-Danner

Analyst

Thank you, John. My comments will be split into 2 sections. As someone could not possibly care more deeply about the company and has his net worth in our company stock, I watch the same pain as our shareholders and travails involved in straightening our income tax management and income tax accounting practices. There are a few things to keep in mind: the material weakness and the corrective measures under way are for income tax accounting, not the company's accounting as a general statement. Put another way, there never were any issues on and around pre-tax earnings then or now. This should be clear, but bears repeating. Second, it does not involve cash. Third, as long and grueling of a process as it may seem, we are making progress to remediate our income tax weakness and place this issue behind us. The latest decision to adjourn filing revised Ks and Qs, it's necessary to avoid endless waits for loops of finding more past errors in accounting of income taxes, which yield more restatements, which monopolize more resources in what is ultimately a sterile iteration until our final historical income tax numbers are set. We have and we're looking with stern fairness [ph] for any and all possible past income tax accounting errors. We want to correct them all and build from a sound base. We're making progress. Since the self-diagnosed error spotted in February 2011 by our own internal audit, the scope and scale of historical errors has steadily decreased. The numbers are becoming smaller. Our hope is that we found during Q2 the last errors out there, but we cannot be certain yet. Our plan, therefore, between now and year end has 3 steps. First, find and correct all remaining income tax accounting historical errors, if any are left.…

Operator

Operator

[Operator Instructions] Your first question will come from the line of Bill Herbert with Simmons & Company. William A. Herbert - Simmons & Company International, Research Division: A couple of modeling questions for you guys here. John, was the breakup sort of in line with last year, worse or more, I guess, benign?

John H. Briscoe

Analyst

It's worse than last year and longer. It started earlier and then the rains that came in June caused it to hang on longer than anyone expected. William A. Herbert - Simmons & Company International, Research Division: Okay. So then if that's the case, then revs down something like 40% and U.S. revs, what, up close to 5% quarter-on-quarter, something like that?

John H. Briscoe

Analyst

You're directionally correct.

Bernard J. Duroc-Danner

Analyst

That's seasonal, Bill. William A. Herbert - Simmons & Company International, Research Division: Okay. And Latin America was the big surprise, frankly, in terms of the strength of the revenue generation. Coming out of Q1, I think you guys were thinking that Q2 to Q4 was going to be roughly flat with Q1, distilling [ph] and up 20% year-over-year. But Q2 step changed higher, up almost 20% quarter-on-quarter. What are we thinking here now in terms -- and it sounds like your commentary imparts additional growth for Q3 and Q4, are we up something close to 40% year-over-year?

Bernard J. Duroc-Danner

Analyst

That might be a little bit high, Bill, but maybe between 30% and 40% for the year. William A. Herbert - Simmons & Company International, Research Division: Okay. I'm struck by the fact that the visibility has improved so dramatically within the space of a quarter. Or did you have the growth in your hip pocket? I mean, what was the evolution there?

Bernard J. Duroc-Danner

Analyst

I think we thought that it might unfold this way. I think this was a case of pacing ourselves a little bit and promising what we could see coming and rather just focus on execution more than anything else, Bill. The market positions evolved the way we thought they would. But then again, we've been wrong in the past, so a bit more cautious. William A. Herbert - Simmons & Company International, Research Division: Got it. And the disappointment operationally in the quarter was the MENA margin progression. We knew it was not going to be sterling, but it was weaker quarter-on-quarter. How should we think -- but how should we think about the rate of improvement in the second half is what I'm getting to, Bernard. Sorry about that. Are we [indiscernible] margins?

Bernard J. Duroc-Danner

Analyst

Well, unfortunately, you don’t see the MENA margins. But what I can tell you is that the doubling in margins of MENA, given where they were in Q2, wouldn't give you much. So let me simply put it this way. Mathematically, let me put it to you this way. I think you would be looking at a material change in margins in MENA in Q3. But then again, Bill, in MENAAP, it's Asia Pacific which is driving the profitability numbers. It is not MENA through Q2. I think in Q3, Asia Pacific will continue to do very much the same sort of good execution, good progression you see in Latin America and in the European-Russian region, but just MENA will go from essentially nothing to something. Something that will remain single digit but therein lies the progress. Okay? William A. Herbert - Simmons & Company International, Research Division: Got it. And then last open for me, promise. Tax rate, John, 37% to 39% or something along those lines for the guidance. Should we be incorporating something like a 40% tax rate for the second half of this year?

John H. Briscoe

Analyst

No. You should be modeling to get to 38% as the midpoint of that range for the full year. So wherever you have your numbers in your model, just have the end of the year for the full year, the rate at the -- picking the midpoint for the full year. There will be some variability though. There's always variability quarter-to-quarter. William A. Herbert - Simmons & Company International, Research Division: Assuming you did 33% to 34% Q1, though, then that implied a 39% to 40% tax rate Q2 through Q4, correct?

John H. Briscoe

Analyst

When you look at the catch-up that we had to do in the second quarter because of the rate being lower in the first quarter, that is true. When you look at where we will be for the full year and what the average rate will be for a full year's worth of income and taxes, then you should be at about that midpoint.

Operator

Operator

Your next question will come from the line of Jim Crandell from Dahlman Rose. James D. Crandell - Dahlman Rose & Company, LLC, Research Division: Bernard, you've described Artificial Lift as a backlog-driven business, and certainly it's been a powerful driver of North America. And the flat -- if there were to be a flattish outlook in North America that were to continue, let's just say through 2013 for the sake of argument, can Artificial Lift still drive overall revenues and margins higher in a meaningful way, given its growing importance to Weatherford?

Bernard J. Duroc-Danner

Analyst

For North America? In a flat drilling environment, Artificial Lift has about a, I would say, 2 year capital goods to consumable good cycle to go through. Meaning that when -- there's a number of wells have not been placed on Artificial Lift yet. That's one issue, catch-up. And then beyond that, the first cycle of maintenance of all the wells had been placed on capital equipment with Artificial Lift recently. So we have that sort of a inbred growth coming in Lift, assuming again a flat liquid market. Because it's not a gas market at all for Artificial Lift. With respect to the visibility on it, the backlog in Lift -- it's not only in Lift, but the backlog in Lift is such that, unless there is a substantially unfavorable evolution of the market in North America, meaning a pullback in the liquids segment -- a significant pullback in the liquids segment, you will find that we have quite a bit of visibility as to what will happen to that particular business through the first half of next year. So we actually know, unless there is a grand change in the business, we actually know that the volumes and so forth, and the margins on a forthcoming basis, assuming also that supply chain functions properly. James D. Crandell - Dahlman Rose & Company, LLC, Research Division: Okay. And this should -- given your visibility on the backlog, would you anticipate -- is this a business that you think you can put more price increases through?

Bernard J. Duroc-Danner

Analyst

Yes, in moderation. Because you have to be careful not to -- I mean, not to, I think, push the envelope too far. Just in general -- or put another way, I wouldn't want to talk about it too much. The other side of the equation is, can you lower your manufacturing supply chain cost structure? Can you lower your delivery cost structure? Can you absorb better with more volume? The Artificial Lift product line, with all that it entails in 2013 worldwide, with these numbers are sort of -- will change some, will represent worldwide something now between 20% to 25% of the company as a whole. This is worldwide. We normally give North America numbers. That's excluding of course the interest we have in ESP, our company abroad [ph]. So I think the play on Artificial Lift will quickly become also an international play is what I'm trying to tell you. And you have to look at that also as something that will contribute a lot to how well we do next year. James D. Crandell - Dahlman Rose & Company, LLC, Research Division: Okay. And my 5 -- follow-up question is 2 sort of related questions about Iraq. Number one, are you confident at this point that the MOC, SOC contracts, which are holding back results here or at least detrimental to results, will all roll off in the third quarter? And then secondly, you went out of your way to talk about Northern Iraq also being maybe a significant contributor to improved results going forward. And can you talk about the outlook for Kurdistan and Northern Iraq, particularly in light of Chevron's purchase there recently?

John H. Briscoe

Analyst

A lot questions, Jim. First, shamefully, 2 years ago, we took on more than just the particular contract you're alluding to, which is in the Missan-Buzurgan play. That one is declining just in terms of the impact on the company, meaning that the quantity of work being done there will either be finished in Q3 or declining to the point where in Q4, it will present just a much-reduced impact. So it's either over with in Q3 or predominantly over with in Q3. I will also point out to you there were 2 other large contracts in Iraq in the south also, which were not -- which were done on -- with unfavorable terms. They also are coming -- are either going to be finished in Q3 or will essentially become in terms of impact on MENA, have a much smaller effect. That's the first thing. I think the second question you asked is the -- I think the outlook for Iraq in general. For us, I think we're signing -- we've signed contracts on different terms and conditions, different segments of the business in Southern Iraq, that's one, staying away from some of the large turnkey projects on the basis that the risk return effects at least for our side of the equation, as being unfavorable. So we signed contracts and exposed in Southern Iraq more in the production side of the business and workerless side of the business and these sorts of things. And we have tried a number of start-ups and we're doing a number of start-ups in Southern Iraq. Again, on contractual terms that are far better than what we had. I will also say that in Southern Iraq, it's hard to have the same kind of profitability and returns that you have perhaps in Saudi Arabia and Kuwait, et cetera. In the North, where we have a similarly sized operation in the North, you're absolutely correct that the commitment of Chevron by buying out the geological plays of Reliance is a very important move for that market. I'll also point out that the prior move by Exxon was even more momentous and important. And there are other moves that are likely to come forward in that particular play. So this is going to become as important of a market as Southern Iraq. Hopefully, will be -- will remain a play with economics and returns that are sort of more akin to what you find in some of the other Middle Eastern markets rather than Southern Iraq, which again is a very, very tough market. I think that sums up your questions. James D. Crandell - Dahlman Rose & Company, LLC, Research Division: Your next question will come from the line of Ole Slorer with Morgan Stanley.

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

Again, Bernard, back to the problematic contracts in Iraq. You previously guided that this would exit from your mix in the second quarter. Are these now slipping into the third quarter as well?

Bernard J. Duroc-Danner

Analyst

They are. They are, Ole. I think it's -- it's a fair criticism that we haven't finished them all in Q2. I think we finished some. There's more than just one. We finished some. I alluded to the one in Turkmenistan being over. And also the rate at which they're going in Southern Iraq is diminished. We haven't finished them all in Q2, as I hoped we would. But I will say, though, that simply because some are gone, and the ones that are remaining are -- have a lower level of immediate activity, all in, the impact in Q3 will not be 0, as I hoped. But it will be less -- materially less than it was in the past, which is why you will see MENA go from essentially no margins to beginning it's crawl back to where it normally was and should be. I'll remind you that MENA was, with North America, our highest-margin market in the past.

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

Exactly. As you exit the year, what would you expect MENA margins to be? You can give us a little wide range, if you want to but...

Bernard J. Duroc-Danner

Analyst

Double digit. Double digit is probably all I'm -- I would responsibly say. And you will say, that's not saying much, Bernard. You have to understand, without giving you too much information, there is no digit. So -- I mean, as per the information from one of your colleagues early on, which is expect the doubling, I think was the one who questions on Q2 to Q3 of MENA margins. So that was the question like that, which mathematically is fun when you have [indiscernible] digits. So in a way, it's a -- the multiples are not material but you go from low digit to double digit is as much as I can tell you, Ole, in Q4.

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

Excluding the loss making contracts and looking at the kind of business that you've signed recently, would it be unreasonable to think that they could be exits 2012 margins in the mid-high teens?

John H. Briscoe

Analyst

No. That would be very reasonable.

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

And when it comes to the margin picture in general on international, showing progress, but where do you think that the year could exit?

John H. Briscoe

Analyst

Well, just to give you a little bit more granularity. You noticed that the margins in the European and so forth region are sort of bumping [ph] on 20%. Now you should expect anything dramatic there. There's seasonality also, that plays, which [indiscernible] that is a slow march in that particular set of regions, Europe Caspian, et cetera towards going back to the low 20s and so forth which were and maybe at some point, be able to return to the prior heights. It's a slow, gradual path, and it is credible in so far as we demonstrated we were able to do that. That's one. Then turn your attention to Latin America. Now Latin America, it's obviously a region that has been well managed, good execution, both in terms of growth and in terms of also just margins. There's one giant market there -- there are many giant markets. There's one particularly important for us, which is Mexico. So Mexico comes up from an election, and normally what happens is a cycle of investments over the next 2 years. Now I'm not saying this is a guarantee, but this is not an unreasonable assumption to make, given the normal rhythm of politics and the implication in terms of how countries are run. Within Mexico, we have a very good infrastructure, very good organization, which we built over the years. What you ought to know is that, nothing right or wrong about it, it is just the way it is, we have a number of POC contracts which represents a very large chunk of what we do in Mexico. We thought [ph] naturally the life is always expiring at year end. To the extent that the POC margins, and they are what they are. No one's arguing anything either ways.…

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

[indiscernible] on the percentage of completion of contracts in Iraq. When -- can you remind us, when did you sign those contracts?

Bernard J. Duroc-Danner

Analyst

Which one, the Mexico or in Iraq?

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

Yes, the POC contracts in Mexico.

Bernard J. Duroc-Danner

Analyst

Oh, my goodness. I think 2 years ago, 2.5 years ago. It will be 3. They are 3-year contracts. Something like -- close enough.

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

Okay. So that was signed at the opposite trough of the international margin cycle.

Bernard J. Duroc-Danner

Analyst

That's correct. And there was nothing. Look, it's easy enough to -- for us to criticize ourselves, let alone to criticize -- for you to criticize us, say we shouldn't have had these contracts. But times were what they were.

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

So they were signed at the trough. They're taking longer to complete. So assuming...

Bernard J. Duroc-Danner

Analyst

No, I said they've taken the time they were supposed to do. You cannot go any faster. They won't allow you to. You have a certain amount of equipment on it, and it's not -- you can't re-accelerate them. You have to do -- follow the program as set in this particular instance by SEMEX [ph], except we're doing them very efficiently and so they're actually quite profitable. But less than the actual margins reflect because you follow the overall history of the contract, including the [indiscernible] and blah blah blah that took place the first 6 to 9 months because that's the proper logic of POC contracts.

Ole H. Slorer - Morgan Stanley, Research Division

Analyst

Anyway, international [indiscernible], you're bidding kind of at this point at below 20% margins.

John H. Briscoe

Analyst

No. We're very, very careful on what we take on in international market. We do not need to load up our wagon in terms of more volume of business. We are not growth driven. If you see our sort of vibrant growth going on at Weatherford, it's probably the animal spirit is alive and well, in spite of all of our travails, first, legal and now in tax accounting, which hopefully, will be behind us. But the animal spirit is still there. We're far more focused in what we go after. And we've turned down business, which we would never have turned down in the past before. Having said this, I don't know how 2013 will be. But if there are no major changes in the way the world is, meaning it remains mediocre, it looks very similar in terms of growth outlook to what 2012 will end up being, which is when the full year is counted, you'll be 20% of growth year-on-year or something like that. We'll have to wait until the quarters are counted.

Operator

Operator

Your next question will come from the line of James West with Barclays.

James C. West - Barclays Capital, Research Division

Analyst

A quick question on the Artificial Lift side in North America. You obviously articulated pretty strong demand. Is pricing now for Lift above prior cycle peak level? I think we started the year maybe 10% below peak. Are we now back above or at peak levels?

Bernard J. Duroc-Danner

Analyst

We are close to prior peak level. I'd say about 3% or 4% below. But be careful, James. This particular pricing defining hasn't flowed through the P&L at all. And it probably will not flow into our P&L, given the size of backlog, until the first half of next year. It's a -- you cannot change your pricing in your existing backlog. At least, we don't. In fact, it's a -- so you have -- you will go through basically layers upon layers of work until you get to the high-pricing one.

James C. West - Barclays Capital, Research Division

Analyst

Okay. But where you're bidding now is pretty close to prior peak?

Bernard J. Duroc-Danner

Analyst

Yes. It depends again on -- it's a complicated thing, because you've got such a broad offering. But if you want to have a sense that you are, I'd say, within 5% overall of what would have been some measure of the prior peak.

James C. West - Barclays Capital, Research Division

Analyst

Okay. Okay, fair enough. And then could you remind us your expansion -- your capacity expansion plans for that business, particularly in North America, given the strong demand?

Bernard J. Duroc-Danner

Analyst

It's actually -- a fair amount of the CapEx is on or around that. And it's -- I would say it's about overall again because we've got different product lines, it's about 1/3 volume expansion across the board.

James C. West - Barclays Capital, Research Division

Analyst

Okay, okay. Got it, that's helpful. And then one last question for me. Still on North America, but on Canada, your prognosis for the second half in Canada. Are you looking at year-over-year growth in activity? It think there's been at least some controversy around that, given the decline in commodity prices. Or is this your growth of more mix function for your product lines?

Bernard J. Duroc-Danner

Analyst

Well, there's always an issue of market in a particular company. In our particular case, the -- our assessment year-on-year is that, in spite of the breakup in Q2, which just lasted 3 months as opposed to basically 2 months, that's the issue and it just happened. For the year, we still expect the growth in Canada, which is, I would say, somewhere midpoint between 10% and 20%, so year-on-year or something like that.

Operator

Operator

[Operator Instructions] Your next question will come from the line of Angie Sedita with UBS.

Angeline M. Sedita - UBS Investment Bank, Research Division

Analyst

On the international margins, obviously, a positive commentary on international margins as far as contract awards and moving into the second half. So Bernard, based on what you're seeing and what you said, I would assume it's fair to assume that international margins should be at least in the mid-teens, not at the low teens, as far as their exit rate for 2012. Is that fair?

Bernard J. Duroc-Danner

Analyst

That's actually correct, Angie. That's actually correct.

John H. Briscoe

Analyst

Yes, you're correct.

Angeline M. Sedita - UBS Investment Bank, Research Division

Analyst

Okay. So that's that. And then on the ENI production contract that you won, could you give us some timing and -- details in the timing, start dates, when it will kick into full gear and margin expectations -- or generally, margin expectations?

Bernard J. Duroc-Danner

Analyst

Three things. It should be kicking in actually -- basically started up now in Q3. So you'll see a little bit of it in Q3, in full effect in Q4. That's item one. Item two, the margins on it are not high, 20%. Item three, it's pre-funded. In other words, this is -- in other words, in terms of returns, it's -- there is no capital outlay. It's pre-funded by the client. And it will last about, I would say, 18 months, something like that, maybe 19, 20. I can't exactly remember, Angie. But it's something like that, from the time we start. In other words, they'll go throughout Mexico. To make it simple, it will start, let's say it starts this quarter. But you continue and start [indiscernible] the clock on October 1, okay? And it will go through, roughly speaking, through Q1 of 2014 or something like that. And it's -- if that's helpful.

Angeline M. Sedita - UBS Investment Bank, Research Division

Analyst

Very helpful. So then finally, you obviously took the charge on the blue [indiscernible] for what this number could be for the involvement in the sanctioned countries. Do you have any more clarity from where you were at the beginning of the year on the FCPA side? I believe you may have restarted conversations with the Department of Justice. And then also on the oil for food program, that is the smallest of the factors, correct?

Bernard J. Duroc-Danner

Analyst

Actually, there are only 2. There are only 2. Author 3 [indiscernible] is included in one of them. There's only 2 sort of if you will -- set of issues. Sanctioned countries and oil for food. That's one. And then FCPA is the other. And what you ought to know, Angie, is that -- the issues at Weatherford, which may not have been handled as well they should've been handled in terms of the whole speed and efficiency of the legal process. I'm not sure we're terribly good at it. The whole set of issues started and were primarily sanctioned countries. What has been referred to so often when you see those via FCPA issued should [indiscernible] perhaps because of what the [indiscernible] FCPA is a well known word on Wall Street. It's also there. It grew out of it, which happens actually quite often also. But I mean, the original core issues are the ones that we have taken a provisional charge for of $100 million because the settlement looks not certain at all but probable. So one, my answer to you is therefore should our assumption that it is probable prove out to be correct and a settlement be found on around sanctioned countries, then our attention will move on to settling and closing the FCPA issue, which is the [indiscernible] remaining.

Angeline M. Sedita - UBS Investment Bank, Research Division

Analyst

Okay. So then I should infer, based on what you just said that the FCPA would be a lesser amount than the $100 million you just took on the sanctioned countries?

Bernard J. Duroc-Danner

Analyst

I can't tell you that, Angie. Even if I knew, I couldn't tell you that either on the conference call or in private. But what I will tell you, again, is that the scope -- and I am not a lawyer, you understand, so I'm just listening to what I'm told and I'm using common sense. The scope and scale of the issue on and around sanctioned countries I think it is safe to say we're certainly as, most likely more, significant than they were on what is referred to as FCPA. I'll leave it at that.

Operator

Operator

Your next question will come from the line of Kurt Hallead with RBC.

Kurt Hallead - RBC Capital Markets, LLC, Research Division

Analyst

Just wondering if you might be able to provide us a little bit of a bridge on the North American and International progressions that get you from the second quarter earnings number to the third quarter. Just want to make sure I understand the kind of magnitude of the changes that you guys are referencing by the different regions.

Bernard J. Duroc-Danner

Analyst

That's a modeling question, which I will let John summarize. If you want to do it on the call, John will do it. That's up to you.

John H. Briscoe

Analyst

Yes. I can give you just a couple of comments and Kurt, we can spend more time after the call. But Canada is always low margins in the second quarter, and so we see the margins coming back up significantly in Q3 and Q4. Q1, though, is always the biggest quarter for Canada from a margin, as well as a top line standpoint. But as Bernard mentioned, we see the full year exiting very constructive, up at the top line for Canada and also up at the total dollar amount of margin with consistent margins to prior year -- consistent margin percent.

Bernard J. Duroc-Danner

Analyst

Internationally, you'll see Latin America continue to improve throughout Q3 and Q4, roughly, I'm being simplistic, versus a very good Q2. You'll find the European, Russia and so forth and so on improve some in Q3. Then you're still having seasonality. So that will stop in Q4. And of course, MENAAP will jump. Why am I using a word like jump? Because essentially, they're so low. So they will have a correction and claw their way back to what is a more normal level of profitability in Q3 and even further in Q4. Those are your moving parts. So progression [indiscernible] America for leveling off for the near term. You'll see the seasonality coming out of Europe and a positive move forward coming out of MENAAP. In North America, U.S. continues to be certainly not a racehorse. It continues to be in plowing a positive way, Canada turns. That's it. And then, I just -- the specific numbers, I think would be too long on a conference call, but those are the moving parts and it's not complicated.

Kurt Hallead - RBC Capital Markets, LLC, Research Division

Analyst

I appreciate that color as for the outlook for the remainder of the year. And I was also just generally curious, as you look at the $0.10-or-so improvement sequentially into the third quarter. How do you characterize that, 60% North America given Canada, and 40% international? So what's the rate of improvement?

Bernard J. Duroc-Danner

Analyst

I would say -- well, I think that's probably not an -- well, I'd say, probably half and half, probably -- but I mean, I -- Kurt, it's hard to know what -- get overly precise on what is absolutely nothing but best effort forecast. Clearly, for people that are very Canadian, the swing is material. It is what it is. And so a lot of it will be that. Just simple, simple weather-related issues if you think about it, nothing else. And also you have high levels of maintenance expenses, always, when you're down during the breakup, which -- and so all these things. But again -- then again, there's a fair amount coming out of Latin America and MENAAP. So maybe 60-40 is reasonable. You're close. And frankly, we don't know. Because it's in the pudding.

Operator

Operator

Your next question will come from the line of Mike Urban with Deutsche Bank.

Michael W. Urban - Deutsche Bank AG, Research Division

Analyst

Most of my questions have been answered. I did want to follow up on Artificial Lift a little bit. Obviously, that's been a focus for you and doing quite well. We've heard a little bit, especially I think in some of the emerging plays in North America about a shift to using more ESPs in North America, which you haven't traditionally seen on shore. One, is that something that you're seeing? And two, is that a market you're prepared to address if so?

Bernard J. Duroc-Danner

Analyst

I always smile when I hear these stories because they're very [indiscernible] the ESP manufacturers. Look, I like ESP. It's a large business and optimizing ESP fields [indiscernible]. The [indiscernible] optimization business is in Lifts. And I think we'll probably optimize -- and [indiscernible] as much ESP clearly optimizing the world, which is very good business as there are other forms of lift. The reality, I'll make it simple, Michael, is that operators use ESPs really in only one situation, when they have absolutely no other choice. They start using ESPs. They very quickly switch out of it, if they have a choice. Why? Consumes more power, item one. Item two, you have sensitive pump parts down the well bore, which means they tend to break. And sensitive means expensive, which means the repair costs are much higher and furthermore, because there's sensitive parts down the well bore, that means you got shutdowns more often. Net-net, unless you have need to lift more than 1,000 barrels a day at 10,000 feet, you'd be crazy if you use ESPs. But I'm not going to say bad things [indiscernible] about ESPs. I don’t care, but the net answer, Michael, is no. We don't see that trend. And if we did, we'd be very happy about it. How was that?

Operator

Operator

Your final question will come from the line of Scott Gruber with Bernstein. Scott Gruber - Sanford C. Bernstein & Co., LLC., Research Division: I wanted some clarity on the tax rate guidance, if you could. Surprised that it's going to step up a little bit more to basically in line with peer U.S. company. John, are you having to basically wipe the slate clean with the international substructure and rebuild? Is that why it's so high and why it's going to take some time to optimize?

John H. Briscoe

Analyst

Well, I don’t want to say wipe the slate clean because that's not a true characterization. But when we went through the restatement last year, we did learn a lot of things that are causing our rate to be higher. Some of this is through some withholding taxes that, based on how things were structured and how things were being executed, it was triggering additional withholding taxes in jurisdictions where we, in some cases, may generate low income or it may even be a deemed profit jurisdiction. So that's having a negative impact on our overall rate and makes it appear that we're at a U.S. rate. So withholding taxes is an issue that we're going to focus on. And we have other opportunities to optimize our effective tax rate that, to be honest with you, this year, we're just not going to be able to focus on those to the extent that we will in future periods. We're very focused on the remediation and making sure that we get the accounting processes working effectively. We have significant opportunities around planning and structuring, but we really need to start ramping those up and they don't -- if you do something in the third or fourth quarter, you don't see a benefit during the current period. Scott Gruber - Sanford C. Bernstein & Co., LLC., Research Division: Got it, all right. If you could quickly -- if you could just restate the overhead expense you expect for the third quarter and how much the excess accounting fees you're occurring right now and the legal fees, how much those account for in that number?

John H. Briscoe

Analyst

The increase in my guidance or the increase from the third quarter -- from the second quarter to the third quarter is all related to additional fees on the income tax work. There's not a significant increment related to legal. It's all income tax work. Scott Gruber - Sanford C. Bernstein & Co., LLC., Research Division: Okay. But how much could we see come out, say, in '13, when some of these things should be rolling off?

John H. Briscoe

Analyst

Well, it's difficult for me to project that when we're very focused on the task at hand right now, but you would see, once we get the remediation behind us, you will see a decline. But that decline will, I think, pick up speed as we move forward. So you shouldn't expect that there's just the big step change. When we have things working smoothly, then you'll begin to see that, that decline rate. And it will run over about a year, where we'll continue to decline, maybe 18 months, as we continue to get more efficient. So I think there's a good long-term opportunity for cost improvements as we're executing the way we should.

Bernard J. Duroc-Danner

Analyst

It's fair to say in closing that the entire focus right now is just on having no more tax accounting issues, putting it all behind us as quickly as we can and never mention it ever again. And we should become efficient on around that to become the second issue. The first one is closing this up. With this, I think we'll close the conference call. Thank you for your time.

Operator

Operator

Ladies and gentlemen, this does conclude today's conference. Thank you all for joining, and you may now disconnect.