17 unchanged sentences
As a result of this assessment, management concluded that as of December 31, 2020, our internal control over financial reporting was effective based on these criteria.
−Removed: KPMG LLP has issued an attestation report dated March 16, 2020 , on our internal control over financial reporting, which is contained in this Annual Report on Form 10-K.
+Added: KPMG LLP has issued an attestation report dated February 19, 2021, on our internal control over financial reporting, which is contained in this Annual Report on Form 10-K.
+Added: Remediation of Material Weakness
+Added: We identified a material weakness over the review of the net book values by long-lived asset group and reporting segment used in the long-lived assets impairment assessment as of June 30, 2020.
+Added: Management’s remediation involved enhancing the design of certain existing controls and designing and implementing new controls.
+Added: These internal controls ensure the net book values by long-lived asset group and reporting segment used in our long-lived asset impairment assessment are reviewed and validated.
+Added: We completed these remediation measures in the quarter ended December 31, 2020, including testing of the design, and concluding on the operating effectiveness of the related controls.
+Added: Based on these procedures, the previously reported material weakness has been remediated.
Changes in Internal Controls
−Removed: Our management identified no change in our internal control over financial reporting, that occurred during the fourth quarter ended December 31, 2019 , that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than described above in this Item 9A, our management identified no change in our internal control over financial reporting, that occurred during the fourth quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Weatherford International plc – 2020 Form 10-K | 97
Other Information
+Added: Executive Officer Departures
+Added: Chief Operating Officer - Retirement of Mr.
+Added: Karl Blanchard
+Added: On February 12, 2021 Mr.
+Added: Karl Blanchard, Executive Vice President and Chief Operating Officer (“COO”), announced his retirement from the Company effective February 26, 2021.
+Added: To create a more efficient operating structure, the Company, upon Mr.
+Added: Blanchard’s retirement, is eliminating the COO position.
+Added: As part of the leadership transition, responsibilities currently under the COO role will be assumed by other employees.
+Added: There is no dispute or disagreement between Mr.
+Added: Blanchard and the Company on any matter relating to the Company’s accounting practices or financial condition.
+Added: Chief Accounting Officer - Separation of Mr.
+Added: Stuart Fraser
+Added: On February 12, 2021 Mr.
+Added: Stuart Fraser, Vice President and Chief Accounting Officer, advised he will be departing the Company effective March 31, 2021.
+Added: In connection with Mr.
+Added: Fraser’s departure and in furtherance of Company policies, Mr.
+Added: Fraser has executed a general release in favor of the Company and has also entered into an agreement with us setting forth agreed benefits and compensation to be paid to him upon his departure, including to the extent relevant under the Company’s pre-existing compensation plans and applicable policies and related agreements.
+Added: There is no dispute or disagreement between Mr.
+Added: Fraser and the Company on any matter relating to the Company’s accounting practices or financial condition.
+Added: Appointment of Interim Chief Accounting Officer
+Added: While the Company is conducting a search for Mr.
+Added: Fraser’s replacement, on February 12, 2021 the Board determined that effective upon Mr.
+Added: Fraser’s departure, Mr.
+Added: Keith Jennings, Executive Vice President and Chief Financial Officer, will assume the role of Chief Accounting Officer on an interim basis.
+Added: There are no new compensatory arrangements or modifications to the existing arrangements between the Company and Mr.
+Added: Jennings in connection with these interim responsibilities.
+Added: Additional information regarding Mr.
+Added: Jennings has been previously reported on Form 8-K filed with the SEC on August 10, 2020.
+Added: There are no arrangements or understandings between Mr.
+Added: Jennings and any other persons pursuant to which Mr.
+Added: Jennings was selected to act on an interim basis as the Chief Accounting Officer of the Company.
+Added: Jennings does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
+Added: PSU Award Agreement Restatement
+Added: On February 12, 2021, the Board of Directors of the Company approved a clarification to the performance restricted share unit (PSU) award agreement for Mr.
+Added: Saligram, which was granted on November 17, 2020 with respect to a target number of 169,491 ordinary shares of the Company, to conform the terms of the award agreement with the PSU grant terms in his offer letter with the Company, which provides that one-third of the PSUs would vest upon achievement of each of the $3.45, $3.95 and $4.45 Company ordinary share price levels for any 60 consecutive trading days during the three-year performance period, running from October 12, 2020 to October 12, 2023.
+Added: Consistent with his offer letter, the restated PSU award agreement clarifies that the cliff vesting for the award is immediate upon the achievement of those levels and not on the completion of the three-year performance period, with no prorated vesting for achievement between those levels.
Weatherford International plc – 2020 Form 10-K | 98
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: See “ Item 1.
– Business – Executive Officers of Weatherford” of this report for Item 10 information regarding executive officers of Weatherford.
−Removed: Pursuant to General Instructions G(3), information on our directors and corporate governance matters is incorporated by reference from our Proxy Statement for the 2020 Annual General Meeting of Shareholders to be held on June 12, 2020 .
+Added: Pursuant to General Instructions G(3), information on our directors and corporate governance matters will be filed in a Form 10-K/A within 120 days after the registrant’s fiscal year ended December 31, 2020.
We have adopted a code of ethics entitled “Code of Business Conduct,” which applies to all our employees, officers and directors and our board of directors has also adopted a separate “Supplemental Code of Business Conduct” for our senior officers.
2 unchanged sentences
Executive Compensation
−Removed: Pursuant to General Instructions G(3), information on executive compensation is incorporated by reference from our Proxy Statement for the 2020 Annual General Meeting of Shareholders to be held on June 12, 2020 .
+Added: Pursuant to General Instructions G(3), information on executive compensation will be filed in a Form 10-K/A within 120 days after the registrant’s fiscal year ended December 31, 2020.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Pursuant to General Instructions G(3), information on security ownership of certain beneficial owners and management and related shareholder matters is incorporated by reference from our Proxy Statement for the 2020 Annual General Meeting of Shareholders to be held on June 12, 2020 .
+Added: Pursuant to General Instructions G(3), information on security ownership of certain beneficial owners and management and related shareholder matters will be filed in a Form 10-K/A within 120 days after the registrant’s fiscal year ended December 31, 2020.
Securities Authorized for Issuance under Equity Compensation Plan Information
3 unchanged sentences
(Shares in thousands, except share prices)
−Removed: Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
−Removed: Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
−Removed: Number of Securities Available for Future Issuance Under Equity Compensation Plans (a)
+Added: Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (a)
Equity compensation plans approved by shareholders (b)
−Removed: Excluding shares reflected in the first column of this table.
−Removed: Includes our 2019 Plan, which was approved in connection with our emergence from bankruptcy in December 2019.
−Removed: Weatherford International plc – 2019 Form 10-K | 121
−Removed: Table of Contents Item 15 | Exhibits
+Added: 339 $ — 8,238
+Added: (a) Excluding shares reflected in the first column of this table.
+Added: (b) Includes our 2019 Plan, which was approved in connection with our emergence from bankruptcy in December 2019.
+Added: The 2019 Plan was amended and restated in 2020.
Certain Relationships and Related Transactions, and Director Independence
−Removed: Pursuant to General Instruction G(3), information on certain relationships and related transactions and director independence is incorporated by reference from our Proxy Statement for the 2020 Annual General Meeting of Shareholders to be held on June 12, 2020 .
+Added: Pursuant to General Instruction G(3), information on certain relationships and related transactions and director independence will be filed in a Form 10-K/A within 120 days after the registrant’s fiscal year ended December 31, 2020.
Principal Accounting Fees and Services
−Removed: Pursuant to General Instruction G(3), information on principal accounting fees and services is incorporated by reference from our Proxy Statement for the 2020 Annual General Meeting of Shareholders to be held on June 12, 2020 .
+Added: Pursuant to General Instruction G(3), information on principal accounting fees and services will be filed in a Form 10-K/A within 120 days after the registrant’s fiscal year ended December 31, 2020.
+Added: Weatherford International plc – 2020 Form 10-K | 99
Exhibits, Financial Statement Schedules
−Removed: The following documents are filed as part of this report or incorporated by reference:
+Added: (a) The following documents are filed as part of this report or incorporated by reference:
The Consolidated Financial Statements of the Company listed on page 42 of this report.
3 unchanged sentences
(b) Exhibits:
−Removed: Exhibit Number
−Removed: Original Filed Exhibit
−Removed: Second Amended Joint Prepackaged Plan of Reorganization of Weatherford International plc and its Affiliate Debtors, dated September 9, 2019.
−Removed: Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on
−Removed: September 10, 2019
+Added: Exhibit Number Description Original Filed Exhibit File Number
3.1 Amended and Restated Memorandum and Articles of Association of Weatherford International public limited company.
7 unchanged sentences
Report on Form 8-K
−Removed: filed December 18, 2019
−Removed: Form of Senior Note.
+Added: filed December 18, 2019 File No.
+Added: 4.3 Form of Senior Note (included in Exhibit 4.2).
Included in Exhibit 4.1 of the Company’s Current
1 unchanged sentence
filed December 18, 2019
−Removed: Form of Warrant Certificate.
+Added: 4.4 Form of Warrant Certificate (included in Exhibit 10.3 4 ).
Included in Exhibit 10.4 of the Company’s Current
1 unchanged sentence
filed December 18, 2019
−Removed: Weatherford International plc – 2019 Form 10-K | 122
−Removed: Deed Poll of Assumption, dated June 16, 2014, executed by Weatherford Ireland
+Added: 4.5 Indenture, dated August 28, 2020, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.
Exhibit 4.1 of the
Company’s Current
−Removed: Report on Form 8-K12B
−Removed: filed June 17, 2014
+Added: Report on Form 8-K
+Added: filed August 28, 2020
+Added: 4.6 Form of Senior Note (included in Exhibit 4.5).
+Added: Included in Exhibit 4.1 of
+Added: the Company’s Current
+Added: Report on Form 8-K
+Added: filed August 28, 2020
*10.1 Employment Letter, dated March 3, 2017, between Weatherford International plc and Mark A.
4 unchanged sentences
March 31, 2017 filed
−Removed: April 28, 2017
+Added: April 28, 2017 File No.
+Added: Weatherford International plc – 2020 Form 10-K | 100
+Added: Exhibit Number Description Original Filed Exhibit File Number
*10.2 Offer Letter between Weatherford International Ltd.
and Christian A.
+Added: Exhibit 10.3 of the
+Added: Company’s Annual
+Added: Report on Form 10-K
+Added: for the year ended
+Added: December 31, 2019
+Added: filed March 16, 2020
+Added: *10.3 Letter Agreement with Karl Blanchard dated June 10, 2020.
+Added: Exhibit 10.6 of the
+Added: Company’s Quarterly
+Added: Report on Form 10-Q
+Added: for the quarter ended
+Added: June 30, 2020
+Added: filed August 14, 2020
+Added: *10.4 Offer Letter to H.
+Added: Keith Jennings dated August 6, 2020.
+Added: Exhibit 10.4 of the
+Added: Company’s Quarterly
+Added: Report on Form 10-Q
+Added: for the quarter ended
+Added: September 30, 2020
+Added: filed November 4, 2020
+Added: *10.5 Offer Letter to Girishchandra K.
+Added: Saligram dated September 9, 2020.
+Added: Exhibit 10.5 of the
+Added: Company’s Quarterly
+Added: Report on Form 10-Q
+Added: for the third quarter ended
+Added: September 30, 2020
+Added: filed November 4, 2020
*10.6 Form of Deed of Indemnity of Weatherford International plc entered into by each director of Weatherford International plc and each of the following executive officers of Weatherford International plc:
−Removed: Mark McCollum (April 24, 2017), Christina Ibrahim (May 4, 2015), Karl Blanchard (August 21, 2017) and Christian A.
−Removed: Garcia (January 6, 2020).
+Added: Karl Blanchard (August 21, 2017), Scott C.
+Added: Weatherholt (July 23, 2020), H.
+Added: Keith Jennings (September 18, 2020) and Girish K.
+Added: Saligram (October 12, 2020).
Exhibit 10.11 of the
1 unchanged sentence
Report on Form 8-K12B
−Removed: filed June 17, 2014
+Added: filed June 17, 2014 File No.
*10.7 Form of Deed of Indemnity of Weatherford International Ltd entered into by each director of Weatherford International plc and each of the following executive officers of Weatherford International plc:
−Removed: Mark McCollum (April 24, 2017), Christina Ibrahim (May 4, 2015) and Christian A.
−Removed: Garcia (January 6, 2020).
+Added: Weatherholt (July 23, 2020), H.
+Added: Keith Jennings (September 18, 2020) and Girishchandra K.
+Added: Saligram (October 12, 2020).
Exhibit 10.12 of the
1 unchanged sentence
Report on Form 8-K12B
−Removed: filed June 17, 2014
−Removed: Deed of Indemnity of Weatherford Bermuda entered into by Karl Blanchard (August 21, 2017)
−Removed: Exhibit 10.4 of the Company’s Quarterly
−Removed: Report on Form 10-Q
−Removed: for the quarter ended September 30, 2017, filed November 1, 2017
−Removed: Sale and Purchase Agreement between Weatherford Worldwide Holdings GmbH and ADES International Holding Ltd.
−Removed: for the land drilling rigs operations in Saudi Arabia, dated as of July 11, 2018.
−Removed: Exhibit 10.6 of the Company’s Quarterly
−Removed: Report on Form 10-Q
−Removed: for the quarter ended
−Removed: September 30, 2018,
−Removed: filed November 2, 2018
−Removed: Sale and Purchase Agreement between Weatherford Worldwide Holdings GmbH and ADES International Holding Ltd.
−Removed: for the land drilling rigs operations in Algeria and Kuwait, dated as of July 11, 2018.
−Removed: Exhibit 10.7 of the Company’s Quarterly
+Added: filed June 17, 2014 File No.
+Added: Weatherford International plc – 2020 Form 10-K | 101
+Added: Exhibit Number Description Original Filed Exhibit File Number
+Added: *10.8 Deed of Indemnity of Weatherford International Ltd.
+Added: entered into by Karl Blanchard (August 21, 2017)
+Added: Exhibit 10.4 of the
+Added: Company’s Quarterly
Report on Form 10-Q
for the quarter ended
−Removed: September 30, 2018, filed
−Removed: November 2, 2018
−Removed: Bridging Agreement between Weatherford Worldwide Holdings GmbH and ADES International Holding Ltd., for the sale of land drilling rigs operations dated as of July 11, 2018.
−Removed: Exhibit 10.8 of the Company’s Quarterly
+Added: September 30, 2017 File No.
+Added: *10.9 Form of Change in Control Agreement entered into by each of the following executive officers of Weatherford International plc:
+Added: Karl Blanchard (August 21, 2017) and Stuart Fraser (April 15, 2018)
+Added: Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 15, 2016 File No.
+Added: *10.10 Form of Amendment to Change in Control Agreement entered into by each of the following executive officers of Weatherford International plc:
+Added: Karl Blanchard and Stuart Fraser, each such amendment effective as of December 13, 2019.
+Added: Exhibit 10.7 of the
+Added: Company’s Quarterly
Report on Form 10-Q
for the quarter ended
−Removed: September 30, 2018, filed
−Removed: November 2, 2018
−Removed: Weatherford International plc – 2019 Form 10-K | 123
−Removed: Letter Agreement between Weatherford Worldwide Holdings GmbH and ADES International Holdings Ltd.
−Removed: dated October 31, 2018.
+Added: June 30, 2020 filed
+Added: filed August 14, 2020
+Added: *10.11 Weatherford International Change in Control Severance Plan .
Exhibit 10.1 of the
−Removed: Company’s Annual
+Added: Company’s Current
Report on Form 8-K
−Removed: for the year ended
−Removed: December 31, 2018
−Removed: Letter Agreement between Weatherford Worldwide Holdings GmbH and ADES International Holdings Ltd.
−Removed: dated November 30, 2018.
+Added: filed November 20, 2020
+Added: *10.12 2019 Executive Bonus Plan.
Exhibit 99.1 of the
−Removed: Company’s Annual
+Added: Company’s Current
Report on Form 8-K
−Removed: for the year ended
−Removed: December 31, 2018
−Removed: 2019 Executive Bonus Plan.
−Removed: Exhibit 99.1 of the Company’s Form 8-K filed April 2, 2019
+Added: filed April 2, 2019
*10.13 Form of Retention Award.
Exhibit 99.2 of the Company’s Form 8-K filed April 2, 2019
−Removed: Letter Agreement by and between Weatherford Worldwide Holding GmbH and ADES International Holdings plc, dated February 27, 2019.
−Removed: Exhibit 10.3 of the Company’s Quarterly
−Removed: Report on Form 10-Q
−Removed: for the quarter ended
−Removed: March 31, 2019,
−Removed: filed May 10, 2019
−Removed: Letter Agreement by and between Weatherford Worldwide Holding GmbH and ADES International Holdings plc, dated March 18, 2019.
−Removed: Exhibit 10.4 of the Company’s Quarterly
+Added: *10.14 Executive Non-Equity Incentive Compensation Plan (as Amended and Restated)
+Added: Exhibit 10.2 of the
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed April 15, 2020
+Added: *10.15 Weatherford International plc 2019 Equity Incentive Plan .
+Added: Exhibit 10.8 of the
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed December 18, 2019
+Added: Weatherford International plc – 2020 Form 10-K | 102
+Added: Exhibit Number Description Original Filed Exhibit File Number
+Added: *10.16 Weatherford International plc Amended and Restated 2019 Equity Incentive Plan.
+Added: Exhibit 10.1 of the
+Added: Company’s Quarterly
Report on Form 10-Q
for the quarter ended
−Removed: March 31, 2019,
−Removed: filed May 10, 2019
−Removed: Letter Agreement by and between Weatherford Worldwide Holding GmbH and ADES International Holdings plc, dated March 25, 2019.
−Removed: Exhibit 10.5 of the Company’s Quarterly
+Added: June 30, 2020 filed
+Added: August 14, 2020
+Added: *10.17 Weatherford International plc Second Amended and Restated 2019 Equity Incentive Plan.
+Added: Exhibit 10.6 of the
+Added: Company’s Quarterly
Report on Form 10-Q
for the quarter ended
−Removed: March 31, 2019,
−Removed: filed May 10, 2019
−Removed: Weatherford International Ltd.
−Removed: (Switzerland) Executive Non-Equity Incentive Plan (as amended and restated February 27, 2014) to be effective January 1, 2014
−Removed: Exhibit 10.1 of the Company’s Current Report
−Removed: on Form 8-K filed
−Removed: March 4, 2014
−Removed: Restructuring Support Agreement by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and the Consenting Creditors, dated as of May 10, 2019.
−Removed: Exhibit 10.1 of the Company’s Form 8-K
−Removed: filed May 13, 2019
−Removed: First Amendment to the Restructuring Support Agreement, by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and certain noteholders party thereto, dated as of July 1, 2019.
−Removed: Exhibit 10.2 of the Company’s Current Report
−Removed: on Form 8-K filed on
−Removed: Weatherford International plc – 2019 Form 10-K | 124
−Removed: Second Amendment to Restructuring Support Agreement by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and the Consenting Creditors, dated as of August 23, 2019.
−Removed: Exhibit 10.1 of the Company’s Current Report
−Removed: on Form 8-K filed on
−Removed: August 26, 2019
−Removed: Third Amendment to the Restructuring Support Agreement by and among Weatherford International plc, its Affiliate Debtors and the noteholders party thereto, dated as of September 9, 2019.
−Removed: Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on
−Removed: September 10, 2019
−Removed: Backstop Commitment Agreement, by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and the commitment parties thereto, dated as of July 1, 2019.
−Removed: Exhibit 10.1 of the Company’s Current Report
−Removed: on Form 8-K filed on
−Removed: First Amendment to Backstop Commitment Agreement by and among Weatherford International plc, its Affiliate Debtors and the Commitment Parties, dated as of July 1, 2019.
−Removed: Exhibit 10.2 of the Company’s Current Report
−Removed: on Form 8-K filed on
−Removed: September 10, 2019
−Removed: Credit Agreement Forbearance Agreement by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and the lenders under the Credit Agreement party thereto and JPMorgan Chase Bank, N.A., as administrative agent, dated as of July 1, 2019.
−Removed: Exhibit 10.3 of the Company’s Current Report
−Removed: on Form 8-K filed on
−Removed: Term Loan Forbearance Agreement by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and the lenders under the Term Loan party thereto and JPMorgan Chase Bank, N.A., as administrative agent, dated as of July 1, 2019.
+Added: September 30, 2020 filed
+Added: November 4, 2020
+Added: *10.18 Form of Christian A.
+Added: Garcia Award Agreement
Exhibit 10.3 of the
−Removed: Company’s Current Report
−Removed: on Form 8-K filed on
−Removed: 364-Day Forbearance Agreement by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and the lenders under the 364-Day Credit Agreement, dated as of July 1, 2019.
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed April 15, 2020
+Added: *10.19 Form of Restricted Share Unit Award Agreement .
Exhibit 10.3 of the
−Removed: Company’s Form 8-K
−Removed: filed July 2, 2019
−Removed: Swap Agreement Forbearance Agreement by and among Weatherford International plc, Weatherford International Ltd., Weatherford International, LLC and the lenders under the swap agreements, dated as of July 1, 2019.
−Removed: Exhibit 10.6 of the Company’s Form 8-K
−Removed: filed July 2, 2019
−Removed: Senior Secured Superpriority Debtor-In-Possession Credit Agreement, by and among Weatherford International plc, Weatherford International, Ltd., Weatherford International, LLC and the Lenders thereto and Citibank, N.A.
−Removed: as administrative agent, collateral agent and issuing bank, dated July 3, 2019.
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed November 20, 2020
+Added: *10.20 Form of Performance Share Unit Award Agreement .
Exhibit 10.4 of the
−Removed: Company’s Form 8-K
−Removed: filed July 5, 2019
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed November 20, 2020
+Added: *10.21 Form of Restricted Share Unit Award Agreement .
+Added: Exhibit 10.2 of the
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed January 8, 2021
+Added: *10.22 Form of Performance Share Unit Award Agreement .
+Added: Exhibit 10.3 of the
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed January 8, 2021
+Added: *10.23 Form of Phantom Share Unit Award Agreement .
+Added: Exhibit 10.4 of the
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed January 8, 2021
+Added: †*10.24 Amended and Restated Performance Share Unit Award Agreement - Girish K.
+Added: Saligram (February 17, 2021)
Weatherford International plc – 2020 Form 10-K | 103
−Removed: Exit Facility Commitment Letter, dated as of November 11, 2019.
−Removed: Exhibit 10.1 of the Company’s Current Report
−Removed: on Form 8-K filed on
−Removed: November 13, 2019
−Removed: Amendment to Forbearance Agreement by and among Weatherford International plc, Weatherford International Ltd., WOFS Assurance Limited, and certain subsidiaries of Weatherford International plc, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, dated November 14, 2019.
+Added: Exhibit Number Description Original Filed Exhibit File Number
+Added: *10.25 Weatherford International plc Short-Term Incentive Plan .
Exhibit 10.1 of the
1 unchanged sentence
Report on Form 8-K
−Removed: filed November 15, 2019
−Removed: Second Amendment to Backstop Commitment Agreement, by and among Weatherford International plc, its Affiliate Debtors and the Commitment Parties, dated as of November 25, 2019.
+Added: filed January 8, 2021
+Added: *10.26 Weatherford International plc 2020 Long-Term Cash Incentive Plan .
Exhibit 10.1 of the
1 unchanged sentence
Report on Form 8-K
+Added: filed April 24, 2020
+Added: *10.27 Form of Long-Term Cash Incentive Plan Award Agreement.
+Added: Exhibit 10.2 of the
+Added: Company’s Current
+Added: Report on Form 8-K
+Added: filed April 24, 2020
+Added: *10.28 Form of Long-Term Cash Incentive Plan Award Agreement .
+Added: Exhibit 10.2 of the
+Added: Company’s Current
+Added: Report on Form 8-K
filed November 20, 2020
5 unchanged sentences
filed December 18, 2019
−Removed: LC Credit Agreement by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, Deutsche Bank Trust Company Americas and the lenders party thereto from time to time, dated December 13, 2019.
+Added: 10.30 LC Credit Agreement, dated December 13, 2019 (as amended by Amendment No.1, dated August 28, 2020), by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, Deutsche Bank Trust Company Americas and the lenders party thereto from time to time (included in Exhibit 10.29).
Exhibit 10.2 of the
1 unchanged sentence
Report on Form 8-K
−Removed: filed December 18, 2019
−Removed: Intercreditor Agreement by and between Wells Fargo Bank, N.A., Deutsche Bank Trust Company Americas, Weatherford International plc and the grantors party there to from time to time, dated December 13, 2019.
+Added: filed December 18, 2019 File No.
+Added: 10.31 Amendment No.
+Added: 1 to LC Credit Agreement and Amendment No.
+Added: Security Agreement, dated August 28, 2020, by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, the other guarantors of the LC Credit Agreement, Deutsche Bank Trust Company Americas and the lenders under the LC Credit Agreement .
Exhibit 10.1 of the
1 unchanged sentence
Report on Form 8-K
−Removed: filed December 18, 2019
−Removed: Warrant Agreement by and between Weatherford International plc and American Stock Transfer & Trust Company, LLC, dated December 13, 2019.
+Added: filed August 28, 2020
+Added: 10.32 Intercreditor Agreement by and between Wells Fargo Bank, N.A., Deutsche Bank Trust Company Americas, Weatherford International plc and the grantors party there to from time to time, dated December 13, 2019.
Exhibit 10.3 of the
2 unchanged sentences
filed December 18, 2019
−Removed: Registration Rights Agreement by and among Weatherford International plc and certain stockholders thereto, dated December 13, 2019.
+Added: Weatherford International plc – 2020 Form 10-K | 104
+Added: Exhibit Number Description Original Filed Exhibit File Number
+Added: 10.33 Intercreditor Agreement, dated August 28, 2020, by and among Deutsche Bank Trust Company Americas, Wilmington Trust National Association, BTA Institutional Services Australia Limited, Weatherford International plc and the grantors parties there to from time to time .
Exhibit 10.3 of the
1 unchanged sentence
Report on Form 8-K
−Removed: filed December 18, 2019
−Removed: Form of Change in Control Agreement entered into by each of the following executive officers of Weatherford International plc:
−Removed: Mark McCollum (April 24, 2017), Christina Ibrahim (May 4, 2015), Karl Blanchard (August 21, 2017), Christian A.
−Removed: Garcia (January 6, 2020) and Stuart Fraser (April 15, 2018)
−Removed: Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 15, 2016
−Removed: Weatherford International plc – 2019 Form 10-K | 126
−Removed: Form of Amendment to Change in Control Agreement entered into by each of the following executive officers of Weatherford International plc:
−Removed: Mark McCollum, Christina Ibrahim, Karl Blanchard and Stuart Fraser, each such amendment effective as of December 13, 2019.
+Added: filed August 28, 2020
+Added: 10.34 Warrant Agreement by and between Weatherford International plc and American Stock Transfer & Trust Company, LLC, dated December 13, 2019.
Exhibit 10.4 of the
2 unchanged sentences
filed December 18, 2019
−Removed: Weatherford International plc 2019 Equity Incentive Plan.
+Added: 10.35 Registration Rights Agreement by and among Weatherford International plc and certain stockholders thereto, dated December 13, 2019.
Exhibit 10.5 of the
7 unchanged sentences
††32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: †101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
+Added: †101.SCH XBRL Taxonomy Extension Schema Document
+Added: †101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
+Added: †101.DEF XBRL Taxonomy Extension Definition Linkbase Document
+Added: †101.LAB XBRL Taxonomy Extension Label Linkbase Document
+Added: †101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
12 unchanged sentences
Valuation and qualifying accounts and allowances.
−Removed: WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
+Added: SCHEDULE II - WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
−Removed: FOR THE SUCCESSOR PERIOD ENDED DECEMBER 31, 2019
−Removed: AND PREDECESSOR PERIOD ENDED DECEMBER 13, 2019, DECEMBER 31, 2018 DECEMBER 31, 2017
+Added: FOR THE SUCCESSOR PERIOD ENDED DECEMBER 31, 2020 AND 2019
+Added: AND PREDECESSOR PERIOD ENDED DECEMBER 13, 2019, AND DECEMBER 31, 2018
+Added: Balance at Balance at
+Added: Beginning End of
(Dollars in millions)
−Removed: Recoveries (b)
−Removed: Other (c) (d)
+Added: of Period Expense Recoveries Other (c)
Year Ended December 31, 2020 (Successor):
−Removed: Allowance for Uncollectible Accounts Receivable
+Added: Allowance for Credit Losses on Accounts Receivable $ — $ 32 $ — $ — 32
Valuation Allowance on Deferred Tax Assets $ 1,166 $ 330 $ — $ 3 $ 1,499
Excess and Obsolete Inventory Reserve $ — $ 210 $ — $ ( 91 ) $ 119
−Removed: Year Ended December 13, 2019 (Predecessor):
−Removed: Current Allowance for Uncollectible Accounts Receivable
−Removed: Long-term Allowance for Uncollectible Accounts Receivable
−Removed: Total Allowance for Uncollectible Accounts Receivable
+Added: Year Ended December 31, 2019 (Successor):
+Added: Allowance for Credit Losses on Accounts Receivable $ — $ — $ — $ — $ —
Valuation Allowance on Deferred Tax Assets $ 1,222 $ ( 56 ) $ — $ — $ 1,166
2 unchanged sentences
Current Allowance for Uncollectible Accounts Receivable $ 123 $ 4 $ ( 3 ) $ ( 124 ) $ —
−Removed: Long-term Allowance for Uncollectible Accounts Receivable
+Added: Long-term Allowance for Uncollectible Accounts Receivable (a)
+Added: 171 — ( 3 ) ( 168 ) —
Total Allowance for Uncollectible Accounts Receivable
+Added: $ 294 $ 4 $ ( 6 ) $ ( 292 ) $ —
Valuation Allowance on Deferred Tax Assets $ 1,702 $ ( 480 ) $ — $ — $ 1,222
1 unchanged sentence
Year Ended December 31, 2018 (Predecessor):
−Removed: Allowance for Uncollectible Accounts Receivable
−Removed: Long-term Allowance for Uncollectible Accounts Receivable
−Removed: Total Allowance for Uncollectible Accounts Receivable
+Added: Current Allowance for Uncollectible Accounts Receivable $ 156 $ 5 $ ( 15 ) $ ( 23 ) $ 123
+Added: Long-term Allowance for Uncollectible Accounts Receivable (a)
+Added: 173 — ( 2 ) — 171
+Added: Total Allowance for Uncollectible Accounts Receivable (b)
+Added: $ 329 $ 5 $ ( 17 ) $ ( 23 ) $ 294
Valuation Allowance on Deferred Tax Assets $ 1,887 ( 166 ) — ( 19 ) $ 1,702
Excess and Obsolete Inventory Reserve $ 635 86 ( 6 ) ( 410 ) $ 305
−Removed: In the second quarter of 2017, we changed the accounting for revenue with our primary customer in Venezuela to record a discount reflecting the time value of money and accrete the discount as interest income over the expected collection period using the effective interest method.
−Removed: In the fourth quarter of 2017, we changed the accounting for revenue with substantially all of our customers in Venezuela due to the downgrade of the country’s bonds by certain credit agencies, continued economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S.
−Removed: We recorded a charge equal to a full allowance on our accounts receivable for customers in Venezuela of approximately $ 230 million .
−Removed: This reduced our long-term and current receivables by $ 158 million and $ 72 million , respectively, as of December 31, 2017.
−Removed: The long-term allowance related to our primary customer in Venezuela is $ 171 million and $ 173 million as of December 31, 2018 and December 31, 2017.
−Removed: Weatherford International plc – 2019 Form 10-K | 128
−Removed: Table of Contents Valuation and Qualifying Accounts
−Removed: emergence from bankruptcy on December 13, 2019, the allowance for uncollectible accounts receivable related to our primary customer in Venezuela was nil.
−Removed: Of the total recoveries in 2018, we collected $ 16 million on previously fully reserved Venezuelan accounts receivable.
−Removed: Other for 2019 almost entirely represents our Fresh Start Accounting adjustments to record our reserves at fair value at December 31, 2019.
−Removed: Other within the allowance for uncollectible accounts receivable as of December 2017 includes write-offs and amounts reclassified to long-term and as of December 31, 2018, includes reductions to allowance reserves.
+Added: (a) In 2017, we changed the accounting for revenue with substantially all of our customers in Venezuela due to the downgrade of the country’s bonds by certain credit agencies, continued economic turmoil and continued economic sanctions around certain financing transactions imposed by the U.S.
+Added: The long-term allowance was related to our primary customer in Venezuela.
+Added: Upon emergence from bankruptcy on December 13, 2019, the allowance for uncollectible accounts receivable related to our primary customer in Venezuela was nil.
+Added: (b) Of the total recoveries in 2018, we collected $ 16 million on previously fully reserved Venezuelan accounts receivable.
+Added: (c) Other in 2018 for valuation allowance on deferred taxes is primarily due to currency translation.
+Added: Other in 2019 almost entirely represents our Fresh Start Accounting adjustments to record our reserves at fair value at December 31, 2019.
+Added: Generally, other within the allowance for credit losses on accounts receivable includes reductions to allowance reserves for currency translation, reclassification to other accounts or the write-off of the related allowance.
Other within the excess and obsolete inventory reserve also includes removal of scrapped inventory that had been previously reserved.
−Removed: Other for valuation allowance on deferred taxes in 2018 is primarily due to currency translation.
−Removed: Other for excess and obsolete inventory reserve in 2018 primarily represents the removal of scrapped inventory that had been previously reserved.
−Removed: Upon emergence from bankruptcy on December 13, 2019, the allowance for uncollectible accounts receivable and the excess and obsolete inventory reserve were nil.
−Removed: There was no expense, recoveries, or other movements between December 13, 2019 through December 31, 2019 and the balance for both allowance for uncollectible accounts receivable and the excess and obsolete inventory reserve was nil at December 31, 2019.
All other schedules are omitted because they are not required or because the information is included in the financial statements or the related notes.
1 unchanged sentence
Weatherford International plc – 2020 Form 10-K | 106
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 16, 2020 .
+Added: KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Girishchandra K.
+Added: Saligram and H.
+Added: Keith Jennings and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Weatherford International plc
−Removed: President and Chief Executive Officer
+Added: /s/ Girishchandra K.
+Added: Girishchandra K.
+Added: President, Chief Executive Officer and Director
(Principal Executive Officer)
+Added: February 19, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
−Removed: President, Chief Executive Officer
−Removed: March 16, 2020
−Removed: (Principal Executive Officer)
−Removed: /s/ Christian A.
−Removed: Executive Vice President and
−Removed: March 16, 2020
−Removed: Chief Financial Officer
+Added: Signatures Title Date
+Added: /s/ Girishchandra K.
+Added: Saligram President, Chief Executive Officer
+Added: and Director February 19, 2021
+Added: Girishchandra K.
+Added: Saligram (Principal Executive Officer)
+Added: Keith Jennings Executive Vice President and February 19, 2021
+Added: Keith Jennings Chief Financial Officer
(Principal Financial Officer)
−Removed: /s/ Stuart Fraser
−Removed: Vice President and
−Removed: March 16, 2020
−Removed: Stuart Fraser
−Removed: Chief Accounting Officer
+Added: /s/ Stuart Fraser Vice President and February 19, 2021
+Added: Stuart Fraser Chief Accounting Officer
(Principal Accounting Officer)
−Removed: /s/ Thomas R.
−Removed: Chairman of the Board and Director
−Removed: March 16, 2020
−Removed: March 16, 2020
−Removed: March 16, 2020
−Removed: /s/ Gordon T.
−Removed: March 16, 2020
−Removed: /s/ Jacqueline Mutschler
−Removed: March 16, 2020
−Removed: Jacqueline Mutschler
/s/ Charles M.
−Removed: March 16, 2020
+Added: Sledge Chairman of the Board and Director February 19, 2021
+Added: /s/ Benjamin C.
+Added: Duster IV Director February 19, 2021
+Added: Goldman Director February 19, 2021
+Added: /s/ Jacqueline Mutschler Director February 19, 2021
+Added: Jacqueline Mutschler
Weatherford International plc – 2020 Form 10-K | 107
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.