What changed in this filing

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Item 9A. Controls and Procedures

2023-02-08 compared with 2022-02-17 · 79 added, 108 removed, 272 unchanged (41% of the section changed)

28 unchanged sentences

Pursuant to General Instructions G(3), information on our directors and corporate governance matters is incorporated by reference from our Proxy Statement for the 2023 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.

We have adopted a code of ethics entitled “Weatherford Code of Business Conduct English,” 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 website at www.weatherford.com.

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

Executive Compensation

3 unchanged sentences

Securities Authorized for Issuance under Equity Compensation Plan Information

The following table provides information as of December 31, 2021, about the number of shares to be issued upon vesting or exercise of equity awards as well as the number of shares remaining available for issuance under our equity compensation plans.

The following table provides information as of December 31, 2022 , about the number of shares to be issued upon vesting or exercise of equity awards as well as the number of shares remaining available for issuance under the Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan, which was approved in connection with our emergence from bankruptcy in December of 2019 and last amended and restated on January 18, 2023.

Equity Compensation Plan Information

3 unchanged sentences

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

Equity compensation plan approved by shareholders 4,434 $ — 3,307

(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 – 2022 Form 10-K | 77

7 unchanged sentences

The Consolidated Financial Statements of the Company listed on page 38 of this report.

The financial statement schedule on page 95 of this report.

The financial statement schedules listed in Rule 5-04 of Regulation S-X (17 CFR 210.5-04) have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

The exhibits of the Company listed below under Item 15(b);

8 unchanged sentences

4.1 Description of the Securities.

Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed February 17, 2022 File No.

4.2 Indenture, dated December 13, 2019, by and among Weatherford International Ltd., as issuer, the guarantors thereto and Deutsche Bank Trust Company Americas, as trustee.

30 unchanged sentences

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 File No.

*10.2 Offer Letter to H.

Keith Jennings dated August 6, 2020.

Exhibit 10.4 of the

Company’s Quarterly

Report on Form 10-Q

for the quarter ended

September 30, 2020

filed November 4, 2020

4.11 Supplemental Indenture, dated as of December 1, 2022, by and among Weatherford International, LLC, Weatherford International plc, as parent guarantor, Weatherford International Ltd., as issuer, and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.2 of the Company’s Current Report on Form 8-K filed December 5, 2022 File No.

*10.1 Offer Letter to Girishchandra K.

3 unchanged sentences

Report on Form 10-Q

for the third quarter ended

for the period ending

September 30, 2020

3 unchanged sentences

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

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

2 unchanged sentences

Report on Form 10-Q

for the first quarter ended

for the period ending

March 31, 2021

filed May 6, 2021

Weatherford International plc – 2022 Form 10-K | 79

Exhibit Number Description Original Filed Exhibit File Number

*10.4 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.

†*10.5 Offer letter to Charles W.

Davison, Jr., dated September 19, 2022.

†*10.6 Offer letter to Arun Mitra, dated November 11, 2022.

*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:

Karl Blanchard (August 21, 2017), Scott C.

Weatherholt (July 23, 2020), H.

Keith Jennings (September 18, 2020) and Girish K.

Saligram (October 12, 2020).

Weatherholt (July 23, 2020), Girish K.

Saligram (October 12, 2020), Joseph H.

Mongrain (September 28, 2021), Desmond J.

Mills (November 2, 2022), and Arunava Mitra (January 13, 2023).

Exhibit 10.11 of the

3 unchanged sentences

*10.8 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:

Weatherholt (July 23, 2020), H.

Keith Jennings (September 18, 2020) and Girishchandra K.

Saligram (October 12, 2020).

Weatherholt (July 23, 2020), Girish K.

Saligram (October 12, 2020), Joseph H.

Mongrain (September 28, 2021), Desmond J.

Mills (November 2, 2022), and Arunava Mitra (January 13, 2023).

Exhibit 10.12 of the

2 unchanged sentences

filed June 17, 2014 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.

*10.11 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.

*10.9 Third Amended and Restated Weatherford International PLC Change in Control Severance Plan.

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 23, 2023 File No.

†*10.10 Amended and Restated Weatherford International plc Executive Severance Plan.

†*10.11 Amended and Restated Weatherford International plc Nonqualified Deferred Compensation Plan

*10.12 Executive Non-Equity Incentive Compensation Plan (as Amended and Restated)

Exhibit 10.2 of the

2 unchanged sentences

filed April 15, 2020

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.

Exhibit 99.2 of the Company’s Form 8-K filed April 2, 2019

*10.16 Executive Non-Equity Incentive Compensation Plan (as Amended and Restated)

*10.13 Weatherford International plc 2019 Equity Incentive Plan .

Exhibit 10.8 of the

1 unchanged sentence

Report on Form 8-K

filed April 15, 2020

filed December 18, 2019

Weatherford International plc – 2022 Form 10-K | 80

Exhibit Number Description Original Filed Exhibit File Number

*10.14 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 period ending

June 30, 2020 filed

August 14, 2020

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

2 unchanged sentences

Report on Form 10-Q

for the quarter ended

for the period ending

September 30, 2020 filed

November 4, 2020

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

Exhibit 10.2 of the

Company’s Current

Report on Form 8-K filed January 23, 2023

*10.17 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

*10.21 Form of Phantom Share Unit Award Agreement .

6 unchanged sentences

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.

Weatherford International plc – 2022 Form 10-K | 81

Exhibit Number Description Original Filed Exhibit File Number

*10.23 Form of Restricted Share Unit Award Agreement

4 unchanged sentences

2021 filed November 2, 2021 File No.

*10.25 Weatherford International plc Short-Term Incentive Plan.

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

†*10.26 Amended and Restated Weatherford International plc Short-Term Incentive Plan

*10.27 Form of Executive Officer Restricted Share Unit Award Agreement

4 unchanged sentences

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

*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 File No.

*10.30 Form of Executive Officer Restricted Share Unit Award Agreement adopted January 18, 2023.

Exhibit 10.3 of the Company’s Current Report on Form 8-K filed January 23, 2023 File No.

*10.31 Form of Executive Officer Performance Share Unit Award Agreement adopted January 18, 2023.

Exhibit 10.4 of the Company’s Current Report on Form 8-K filed January 23, 2023 File No.

*10.32 Form of Non- Executive Director Restricted Share Unit Award Agreement adopted January 18, 2023.

Exhibit 10.5 of the Company’s Current Report on Form 8-K filed January 23, 2023 File No.

Weatherford International plc – 2022 Form 10-K | 82

Exhibit Number Description Original Filed Exhibit File Number

*10.33 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 File No.

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

4 unchanged sentences

*10.35 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

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed November 20, 2020 File No.

*10.36 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).

10.37 LC Credit Agreement, dated December 13, 2019 (as amended by Amendment No.1, dated August 28, 2020 , included in Exhibit 10.38 below ), 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 .

Exhibit 10.2 of the

12 unchanged sentences

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

10.40 Amended and Restated Credit Agreement, dated October 17, 2022, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford International plc, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to time.

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 18, 2022 File No.

Weatherford International plc – 2022 Form 10-K | 83

Exhibit Number Description Original Filed Exhibit File Number

10.41 First Amendment to Amended and Restated Credit Agreement, dated as of November 22, 2022, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd., Weatherford International plc and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 28, 2022 File No.

10.42 Additional Lender Supplement, dated as of November 22, 2022, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford International plc, ATB Financial and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 28, 2022 File No.

10.43 Canadian Borrower Joinder, dated as of November 22, 2022, by Weatherford Canada Ltd.

and delivered to Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on November 28, 2022 File No.

†10.44 Second Amendment to Amended and Restated Credit Agreement, dated as of January 6, 2023 by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd., and Wells Fargo Bank, National Association, as administrative agent.

10.45 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.

3 unchanged sentences

filed December 18, 2019

Weatherford International plc – 2021 Form 10-K | 92

Exhibit Number Description Original Filed Exhibit File Number

10.46 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 .

11 unchanged sentences

2021 filed November 2, 2021 File No.

Weatherford International plc – 2022 Form 10-K | 84

Exhibit Number Description Original Filed Exhibit File Number

10.49 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.

6 unchanged sentences

filed December 18, 2019

†*10.51 Confidentiality and Restricted Covenant Agreement

†21.1 Subsidiaries of Weatherford International plc

12 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.

† Filed herewith.

5 unchanged sentences

Investor Relations Department at 2000 St James Place, Houston, TX 77056.

Weatherford International plc – 2021 Form 10-K | 94

Table of Contents Valuation and Qualifying Accounts

Financial Statement Schedules

Valuation and qualifying accounts and allowances.

SCHEDULE II - WEATHERFORD INTERNATIONAL PLC AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES

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

AND PREDECESSOR PERIOD ENDED DECEMBER 13, 2019

Balance at Balance at

Beginning End of

(Dollars in millions)

of Period Expense Recoveries (c)

Year Ended December 31, 2021 (Successor):

Allowance for Credit Losses on Accounts Receivable $ 32 30 ( 26 ) ( 5 ) $ 31

Valuation Allowance on Deferred Tax Assets $ 1,499 — ( 29 ) ( 44 ) $ 1,426

Excess and Obsolete Inventory Reserve $ 119 55 ( 10 ) ( 5 ) $ 159

Year Ended December 31, 2020 (Successor):

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

Year Ended December 31, 2019 (Successor):

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

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

Excess and Obsolete Inventory Reserve $ — $ — $ — $ — $ —

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 ) $ —

Valuation Allowance on Deferred Tax Assets $ 1,702 $ — $ ( 480 ) $ — $ 1,222

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

(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) 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.

Form 10-K Summary

1 unchanged sentence

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Girishchandra K.

Saligram and H.

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.

Saligram and Arunava Mitra 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.

12 unchanged sentences

Saligram (Principal Executive Officer)

Keith Jennings Executive Vice President and February 17, 2022

Keith Jennings Chief Financial Officer

/s/ Arunava Mitra Executive Vice President and February 8, 2023

Arunava Mitra Chief Financial Officer

(Principal Financial Officer)

/s/ Desmond J.

Mills Senior Vice President and February 17, 2022

Mills Chief Accounting Officer

(Principal Accounting Officer)

Mills Senior Vice President and Chief Accounting Officer February 8, 2023

Mills (Principal Accounting Officer)

/s/ Charles M.

7 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