What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-19 · 105 added, 163 removed, 275 unchanged (49% of the section changed)

18 unchanged sentences

KPMG LLP has issued an attestation report dated February 17, 2022, on our internal control over financial reporting, which is contained in this Annual Report on Form 10-K.

Remediation of Material Weakness

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.

Management’s remediation involved enhancing the design of certain existing controls and designing and implementing new controls.

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.

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.

Based on these procedures, the previously reported material weakness has been remediated.

Changes in Internal Controls

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.

Weatherford International plc – 2020 Form 10-K | 97

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, that occurred during the fourth quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Executive Officer Departures

Chief Operating Officer - Retirement of Mr.

Karl Blanchard

On February 12, 2021 Mr.

Karl Blanchard, Executive Vice President and Chief Operating Officer (“COO”), announced his retirement from the Company effective February 26, 2021.

To create a more efficient operating structure, the Company, upon Mr.

Blanchard’s retirement, is eliminating the COO position.

As part of the leadership transition, responsibilities currently under the COO role will be assumed by other employees.

There is no dispute or disagreement between Mr.

Blanchard and the Company on any matter relating to the Company’s accounting practices or financial condition.

Chief Accounting Officer - Separation of Mr.

Stuart Fraser

On February 12, 2021 Mr.

Stuart Fraser, Vice President and Chief Accounting Officer, advised he will be departing the Company effective March 31, 2021.

In connection with Mr.

Fraser’s departure and in furtherance of Company policies, Mr.

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.

There is no dispute or disagreement between Mr.

Fraser and the Company on any matter relating to the Company’s accounting practices or financial condition.

Appointment of Interim Chief Accounting Officer

While the Company is conducting a search for Mr.

Fraser’s replacement, on February 12, 2021 the Board determined that effective upon Mr.

Fraser’s departure, Mr.

Keith Jennings, Executive Vice President and Chief Financial Officer, will assume the role of Chief Accounting Officer on an interim basis.

There are no new compensatory arrangements or modifications to the existing arrangements between the Company and Mr.

Jennings in connection with these interim responsibilities.

Additional information regarding Mr.

Jennings has been previously reported on Form 8-K filed with the SEC on August 10, 2020.

There are no arrangements or understandings between Mr.

Jennings and any other persons pursuant to which Mr.

Jennings was selected to act on an interim basis as the Chief Accounting Officer of the Company.

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.

PSU Award Agreement Restatement

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.

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.

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 – 2021 Form 10-K | 85

Table of Contents Item 10 | Directors, Executive Officers and Corporate Governance

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

– Business – Executive Officers of Weatherford” of this report for Item 10 information regarding executive officers of Weatherford.

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.

Pursuant to General Instructions G(3), information on our directors and corporate governance matters is incorporated by reference from our Proxy Statement for the 2022 Annual General Meeting of Shareholders.

We have adopted a code of ethics entitled “Code of Business Conduct,” which applies to all our employees, officers and directors.

Copies of these codes can also be found at www.weatherford.com.

We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and any waiver from any provision of our Code of Business Conduct by posting such information on our web site at www.weatherford.com.

Executive Compensation

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.

Information on executive compensation is incorporated by reference from our Proxy Statement for the 2022 Annual General Meeting of Shareholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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.

Information on security ownership of certain beneficial owners and management and related shareholder matters is incorporated by reference from our Proxy Statement for the 2022 Annual General Meeting of Shareholders.

Securities Authorized for Issuance under Equity Compensation Plan Information

3 unchanged sentences

(Shares in thousands, except share prices)

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)

Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (b)

Equity compensation plans approved by shareholders (c)

5,197 $ — 3,145

(a) Excluding shares reflected in the first column of this table.

(b) Includes our 2019 Plan, which was approved in connection with our emergence from bankruptcy in December 2019.

The 2019 Plan was amended and restated in 2020.

(a) Including shares that could potentially be issued if maximum performance metrics were achieved.

(b) Excluding shares reflected in the first column of this table.

(c) Includes our 2019 Plan, which was approved in connection with our emergence from bankruptcy in December of 2019 and last amended and restated in 2020.

Weatherford International plc – 2021 Form 10-K | 86

Table of Contents Item 15 | Exhibits

Certain Relationships and Related Transactions, and Director Independence

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.

Information on certain relationships and related transactions and director independence is incorporated by reference from our Proxy Statement for the 2022 Annual General Meeting of Shareholders.

Principal Accounting Fees and Services

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.

Weatherford International plc – 2020 Form 10-K | 99

Information on principal accounting fees and services is incorporated by reference from our Proxy Statement for the 2022 Annual General Meeting of Shareholders.

Exhibits, Financial Statement Schedules

29 unchanged sentences

filed August 28, 2020

Weatherford International plc – 2021 Form 10-K | 87

Exhibit Number Description Original Filed Exhibit File Number

4.6 Form of Senior Note (included in Exhibit 4.5).

3 unchanged sentences

filed August 28, 2020

*10.1 Employment Letter, dated March 3, 2017, between Weatherford International plc and Mark A.

Exhibit 10.3 to the

Company's Quarterly

Report on Form 10-Q

for the quarter ended

March 31, 2017 filed

April 28, 2017 File No.

Weatherford International plc – 2020 Form 10-K | 100

Exhibit Number Description Original Filed Exhibit File Number

*10.2 Offer Letter between Weatherford International Ltd.

and Christian A.

Exhibit 10.3 of the

Company’s Annual

Report on Form 10-K

for the year ended

December 31, 2019

filed March 16, 2020

4.7 Indenture, dated September 30, 2021, 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 Report on Form 8-K filed September 30, 2021 File No.

4.8 Form of Note (included in Exhibit 4.7).

Included in Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021 File No.

4.9 Indenture, dated October 27, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021 File No.

4.10 Form of Note (included in Exhibit 4.9).

Included in Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021 File No.

*10.1 Letter Agreement with Karl Blanchard dated June 10, 2020.

Exhibit 10.6 of the

Company’s Quarterly

Report on Form 10-Q

for the quarter ended

June 30, 2020

filed August 14, 2020

Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed August 14, 2020 File No.

*10.2 Offer Letter to H.

14 unchanged sentences

filed November 4, 2020

*10.4 Offer Letter to Scott C.

Weatherholt, dated July 8, 2020.

Exhibit 10.36 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed March 18, 2021 File No.

Weatherford International plc – 2021 Form 10-K | 88

Exhibit Number Description Original Filed Exhibit File Number

*10.5 Offer Letter to Desmond Mills, dated February 24, 2021.

Exhibit 10.7 of the

Company’s Quarterly

Report on Form 10-Q

for the first quarter ended

March 31, 2021

filed May 6, 2021

*10.6 Offer Letter to Joseph Mongrain, dated March 11, 2021.

Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2021 filed on July 29, 2021 File No.

*10.7 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:

15 unchanged sentences

filed June 17, 2014 File No.

Weatherford International plc – 2020 Form 10-K | 101

Exhibit Number Description Original Filed Exhibit File Number

*10.8 Deed of Indemnity of Weatherford International Ltd.

entered into by Karl Blanchard (August 21, 2017)

Exhibit 10.4 of the

Company’s Quarterly

Report on Form 10-Q

for the quarter ended

September 30, 2017 File No.

*10.9 Form of Change in Control Agreement entered into by each of the following executive officers of Weatherford International plc:

Karl Blanchard (August 21, 2017) and Stuart Fraser (April 15, 2018)

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 15, 2016 File No.

*10.10 Form of Change in Control Agreement entered into by each of the following executive officers of Weatherford International plc:

Karl Blanchard (August 21, 2017) and Stuart Fraser (April 15, 2018)

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 15, 2016 File No.

*10.10 Form of Amendment to Change in Control Agreement entered into by each of the following executive officers of Weatherford International plc:

Karl Blanchard and Stuart Fraser, each such amendment effective as of December 13, 2019.

Exhibit 10.7 of the

Company’s Quarterly

Report on Form 10-Q

for the quarter ended

June 30, 2020 filed

filed August 14, 2020

*10.11 Weatherford International Change in Control Severance Plan .

Exhibit 10.1 of the

Company’s Current

Report on Form 8-K

filed November 20, 2020

*10.11 Second Amended and Restated Weatherford International PLC Change in Control Severance Plan

Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2021 filed November 2, 2021 File No.

*10.12 2019 Executive Bonus Plan.

3 unchanged sentences

filed April 2, 2019

Weatherford International plc – 2021 Form 10-K | 89

Exhibit Number Description Original Filed Exhibit File Number

*10.13 Weatherford International plc Executive Severance Plan

Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2021 filed November 2, 2021 File No.

*10.14 Weatherford International plc Nonqualified Deferred Compensation Plan

Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2021 filed November 2, 2021 File No.

*10.15 Form of Retention Award.

5 unchanged sentences

filed April 15, 2020

*10.15 Weatherford International plc 2019 Equity Incentive Plan .

Exhibit 10.8 of the

Company’s Current

Report on Form 8-K

filed December 18, 2019

Weatherford International plc – 2020 Form 10-K | 102

Exhibit Number Description Original Filed Exhibit File Number

*10.16 Weatherford International plc Amended and Restated 2019 Equity Incentive Plan.

Exhibit 10.1 of the

Company’s Quarterly

Report on Form 10-Q

for the quarter ended

June 30, 2020 filed

August 14, 2020

*10.17 Weatherford International plc Second Amended and Restated 2019 Equity Incentive Plan.

5 unchanged sentences

November 4, 2020

*10.18 Form of Christian A.

Garcia Award Agreement

Exhibit 10.3 of the

Company’s Current

Report on Form 8-K

filed April 15, 2020

*10.18 Form of Restricted Share Unit Award Agreement .

18 unchanged sentences

filed January 8, 2021

Weatherford International plc – 2021 Form 10-K | 90

Exhibit Number Description Original Filed Exhibit File Number

*10.22 Form of Phantom Share Unit Award Agreement .

5 unchanged sentences

Saligram (February 17, 2021)

Weatherford International plc – 2020 Form 10-K | 103

Exhibit Number Description Original Filed Exhibit File Number

Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed February 19, 2021 File No.

*10.24 Form of Restricted Share Unit Award Agreement

Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30.

2021 filed November 2, 2021 File 1-36504

*10.25 Form of Performance Share Unit Award Agreement

Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30.

2021 filed November 2, 2021 File No.

*10.26 Form of Executive Officer Restricted Share Unit Award Agreement

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 20, 2022

*10.27 Form of Executive Officer Performance Share Unit Award Agreement

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed January 20, 2022

*10.28 Form of Non-Executive Director Restricted Share Unit Award Agreement

Exhibit 10.3 of the Company’s Current Report on Form 8-K filed January 20, 2022 File No.

*10.29 Weatherford International plc Short-Term Incentive Plan.

Exhibit 10.1 of the

Company’s Current

Report on Form 8-K

filed January 8, 2021

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 8, 2021

*10.30 Weatherford International plc 2020 Long-Term Cash Incentive Plan

Exhibit 10.1 of the

Company’s Current

Report on Form 8-K

filed April 24, 2020

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 24, 2020 File No.

Weatherford International plc – 2021 Form 10-K | 91

Exhibit Number Description Original Filed Exhibit File Number

*10.31 Form of Long-Term Cash Incentive Plan Award Agreement .

4 unchanged sentences

*10.32 Form of Long-Term Cash Incentive Plan Award Agreement.

Exhibit 10.2 of the

Company’s Current

Report on Form 8-K

filed November 20, 2020

10.29 ABL Credit Agreement by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, Wells Fargo Bank, N.A.

and the lenders party thereto from time to time, dated December 13, 2019 .

Exhibit 10.1 of the

Company’s Current

Report on Form 8-K

filed December 18, 2019

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed November 20, 2020

*10.33 LTCIP Amended Award Agreement, adopted March 17, 2021.

Exhibit 10.37 of the Company’s Annual Report on the Form 10-K/A for the year ended December 31, 2020 filed March 18, 2021 File No.

10.34 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).

10 unchanged sentences

filed August 28, 2020

10.36 Amendment No.

2 to LC Credit Agreement dated September 20, 2021, by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, the other guarantors party thereto, Deutsche Bank Trust Company Americas, BTA Institutional Services Australia Limited and the lenders under the LC Credit Agreement.

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 20, 2021 File No.

10.37 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.

15 unchanged sentences

filed December 18, 2019

10.40 Purchase Agreement dated September 21, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto, the initial purchasers party thereto and Deutsche Bank Securities Inc., as representative of the initial purchasers.

Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30.

2021 filed November 2, 2021 File No.

10.41 Backstop Agreement dated September 20, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and certain funds managed by Franklin Advisers, Inc., as commitment parties thereto.

Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30.

2021 filed November 2, 2021 File No.

10.42 Registration Rights Agreement by and among Weatherford International plc and certain stockholders thereto, dated December 13, 2019.

4 unchanged sentences

†21.1 Subsidiaries of Weatherford International plc

†23.1 Consent of KPMG LLP

†31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10 unchanged sentences

* Management contract or compensatory plan or arrangement.

Weatherford International plc – 2021 Form 10-K | 93

** Submitted pursuant to Rule 405 and 406T of Regulation S-T.

12 unchanged sentences

VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES

FOR THE SUCCESSOR PERIOD ENDED DECEMBER 31, 2020 AND 2019

AND PREDECESSOR PERIOD ENDED DECEMBER 13, 2019, AND DECEMBER 31, 2018

FOR THE SUCCESSOR PERIODS ENDED DECEMBER 31, 2021, 2020 AND 2019

AND PREDECESSOR PERIOD ENDED DECEMBER 13, 2019

Balance at Balance at

1 unchanged sentence

(Dollars in millions)

of Period Expense Recoveries Other (c)

of Period Expense Recoveries (c)

Year Ended December 31, 2021 (Successor):

6 unchanged sentences

Excess and Obsolete Inventory Reserve $ — $ 210 $ — $ ( 91 ) $ 119

Year Ended December 13, 2019 (Predecessor):

Current Allowance for Uncollectible Accounts Receivable $ 123 $ 4 $ ( 3 ) $ ( 124 ) $ —

Long-term Allowance for Uncollectible Accounts Receivable (a)

171 — ( 3 ) ( 168 ) —

Total Allowance for Uncollectible Accounts Receivable

$ 294 $ 4 $ ( 6 ) $ ( 292 ) $ —

Year Ended December 31, 2019 (Successor):

Allowance for Credit Losses on Accounts Receivable $ — $ — $ — $ — $ —

Valuation Allowance on Deferred Tax Assets $ 1,222 $ — $ ( 56 ) $ — $ 1,166

4 unchanged sentences

171 — ( 3 ) ( 168 ) —

Total Allowance for Uncollectible Accounts Receivable (b)

Total Allowance for Uncollectible Accounts Receivable

$ 294 $ 4 $ ( 6 ) $ ( 292 ) $ —

1 unchanged sentence

Excess and Obsolete Inventory Reserve $ 305 $ 163 $ ( 4 ) $ ( 464 ) $ —

(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.

The long-term allowance was related to our primary customer in Venezuela.

(a) The long-term allowance was related to our primary customer in Venezuela.

Upon emergence from bankruptcy on December 13, 2019, the allowance for uncollectible accounts receivable related to our primary customer in Venezuela was nil.

(b) Of the total recoveries in 2018, we collected $ 16 million on previously fully reserved Venezuelan accounts receivable.

Other in 2019 almost entirely represents our Fresh Start Accounting adjustments to record our reserves at fair value at December 31, 2019.

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.

(b) Other in 2019 almost entirely represents our Fresh Start Accounting adjustments to record our reserves at fair value at December 13, 2019.

Generally, other within the allowance for credit losses on accounts receivable includes reductions to allowance for currency translation, reclassification to other accounts or the write-off of the related allowance.

Other within the excess and obsolete inventory reserve includes reductions of reserve for currency translation and the removal of scrapped inventory that had been previously reserved.

Other within the allowance on deferred tax assets includes reductions for currency translation and other balance sheet only adjustments.

(c) Recoveries in the 2021 and 2019 Successor Periods for deferred tax assets reflect the net movement in the valuation allowance that went through tax expense, which was a net benefit.

The 2019 Predecessor Period also included the impact of Fresh Start Accounting on the deferred tax assets.

All other schedules are omitted because they are not required or because the information is included in the financial statements or the related notes.

3 unchanged sentences

Saligram and H.

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.

Keith Jennings and each of them, individually, 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.

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.

15 unchanged sentences

(Principal Financial Officer)

/s/ Stuart Fraser Vice President and February 19, 2021

Stuart Fraser Chief Accounting Officer

/s/ Desmond J.

Mills Senior Vice President and February 17, 2022

Mills Chief Accounting Officer

(Principal Accounting Officer)

8 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures