Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is collected and communicated to management, including our Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Our management, under the supervision of and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures at December 31, 2023. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2023.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) of the Exchange Act. The Company’s internal controls are designed to provide reasonable, but not absolute, assurance as to the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Our management, including our CEO and CFO, does not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a system of internal control over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control system is also based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – An Integrated Framework (2013). As a result of this assessment, management concluded that as of December 31, 2023, our internal control over financial reporting was effective based on these criteria.
KPMG LLP has issued an attestation report dated February 7, 2024, on our internal control over financial reporting, which is contained in this Annual Report on Form 10-K.
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, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the three months ended December 31, 2023, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Weatherford International plc – 2023 Form 10-K | 78
Table of Contents Item 10 | Directors, Executive Officers and Corporate Governance
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders. See also “Item 1. Business. Executive Officers of Weatherford” of this report.
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 Weatherford Code of Business Conduct and any waiver from any provision to it by posting such information on our website at www.weatherford.com.
Item 11. Executive Compensation.
Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.
Weatherford International plc – 2023 Form 10-K | 79
Table of Contents Item 15 | Exhibits
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.
Item 14. Principal Accounting Fees and Services.
Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this report or incorporated by reference:
1. The Consolidated Financial Statements of the Company listed on page 42 of this report.
2. 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.
3. The exhibits of the Company listed below under Item 15(b); all exhibits are incorporated herein by reference to a prior filing as indicated, unless designated by a dagger (†) or double dagger (††).
(b) Exhibits:
Exhibit Number Description Original Filed Exhibit File Number
3.1 Amended and Restated Memorandum and Articles of Association of Weatherford International public limited company.
Exhibit 3.1 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
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. 1-36504
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.
Exhibit 4.1 of the Company’s Current
Report on Form 8-K
filed December 18, 2019 File No. 1-36504
4.3 Form of Senior Note (included in Exhibit 4.2).
Included in Exhibit 4.1 of the Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
4.4 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
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
4.5 Form of Senior Note (included in Exhibit 4.5).
Included in Exhibit 4.1 of
the Company’s Current
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
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Table of Contents
Exhibit Number Description Original Filed Exhibit File Number
4.6 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. 1-36504
4.7 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. 1-36504
4.8 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. 1-36504
4.9
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. 1-36504
4.10 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. 1-36504
4.11 Second Supplemental Indenture, dated as of April 19, 2023, by and among Weatherford International Ltd., Weatherford International plc, Weatherford International, LLC and Wilmington Trust, National Association, as trustee and collateral agent .
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed April 20, 2023 File No. 1-36504
*10.1
Offer letter to Arun Mitra, dated November 11, 2022.
Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023
File No. 1-36504
*10.2
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: Scott C. 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
Company’s Current
Report on Form 8-K12B
filed June 17, 2014 File No. 1-36504
*10.3
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: Scott C. 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
Company’s Current
Report on Form 8-K12B
filed June 17, 2014 File No. 1-36504
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Table of Contents
Exhibit Number Description Original Filed Exhibit File Number
*10.4
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. 1-36504
*10.5
Amended and Restated Weatherford International plc Executive Severance Plan.
Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023
File No. 1-36504
*10.6
Amended and Restated Weatherford International plc Nonqualified Deferred Compensation Plan
Exhibit 10.11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023
File No. 1-36504
*10.7
Executive Non-Equity Incentive Compensation Plan (as Amended and Restated)
Exhibit 10.2 of the
Company’s Current
Report on Form 8-K
filed April 15, 2020
File No. 1-36504
*10.8
Weatherford International plc 2019 Equity Incentive Plan .
Exhibit 10.8 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
*10.9
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
File No. 1-36504
*10.10
Weatherford International plc Second Amended and Restated 2019 Equity Incentive Plan.
Exhibit 10.6 of the
Company’s Quarterly
Report on Form 10-Q
for the period ending
September 30, 2020 filed
November 4, 2020
File No. 1-36504
*10.11
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
File No. 1-36504
*10.12
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. 1-36504
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Table of Contents
Exhibit Number Description Original Filed Exhibit File Number
*10.13
Amended and Restated Weatherford International plc Short-Term Incentive Plan
Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. filed February 8, 2023
File No. 1-36504
*10.14
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
File No. 1-36504
*10.15
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
File No. 1-36504
*10.16
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. 1-36504
*10.17
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. 1-36504
*10.18
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. 1-36504
*10.19
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. 1-36504
†*10.20
F orm of Executive Officer Restricted Share Unit Award Agreement adop ted January 18, 2024.
†*10.21
F orm of Executive Officer Performance Share Unit A ward Agreement adopted January 18, 2024.
†*10.22
F orm of Non-Executive Director Restricted Share Unit Awa rd Agreement adopted January 18, 2024.
10.23
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
Company’s Current
Report on Form 8-K
filed December 18, 2019 File No. 1-36504
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Table of Contents
Exhibit Number Description Original Filed Exhibit File Number
10.24
Amendment No. 1 to LC Credit Agreement and Amendment No. 1. To U.S. 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
Company’s Current
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
10.25
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. 1-36504
10.26
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. 1-36504
10.27
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. 1-36504
10.28
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. 1-36504
10.29
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. 1-36504
10.30
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.
Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023
File No. 1-36504
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Table of Contents
Exhibit Number Description Original Filed Exhibit File Number
10.31
Third Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2023, 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 March 24, 2023
File No. 1-36504
10.32
Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 24, 2023, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd. WOFS International Finance GmbH, Weatherford International plc, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed October 24, 2023
File No. 1-36504
†10.33
F ifth Amendment to Amended and Restated Credit Agreement, dated as of December 20 , 2023, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd. WOFS International Finance GmbH, Weatherford International plc, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
10.34
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
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
10.35
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 other grantors parties there to from time to time .
Exhibit 10.3 of the
Company’s Current
Report on Form 8-K
filed August 28, 2020
File No. 1-36504
10.36
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. 1-36504
10.37
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. 1-36504
10.38
Registration Rights Agreement by and among Weatherford International plc and certain stockholders thereto, dated December 13, 2019. *
Exhibit 10.5 of the
Company’s Current
Report on Form 8-K
filed December 18, 2019
File No. 1-36504
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Table of Contents
Exhibit Number Description Original Filed Exhibit File Number
†*10.39
Confidentiality and Restricted Covenant Agreement
†19
Weatherford International plc I nsider Trading Policy
†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
†31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
††32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
††32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
†97
W eatherford International plc Executive Officer Clawback Policy
†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
†101.SCH XBRL Taxonomy Extension Schema Document
†101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
†101.DEF XBRL Taxonomy Extension Definition Linkbase Document
†101.LAB XBRL Taxonomy Extension Label Linkbase Document
†101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.
† Filed herewith.
†† Furnished herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. We will furnish a copy of any of such instruments to the Securities and Exchange Commission upon request. We will furnish to any requesting shareholder a copy of any of the above named exhibits upon the payment of our reasonable expenses of obtaining, duplicating and mailing the requested exhibits. All requests for copies of exhibits should be made in writing to our U.S. Investor Relations Department at 2000 St James Place, Houston, TX 77056.
Item 16. Form 10-K Summary.
None.
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Table of Contents
SIGNATURES
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Girishchandra K. 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.
Weatherford International plc
/s/ Girishchandra K. Saligram
Girishchandra K. Saligram
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 7, 2024
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.
Signatures Title Date
/s/ Girishchandra K. Saligram President, Chief Executive Officer
and Director February 7, 2024
Girishchandra K. Saligram (Principal Executive Officer)
/s/ Arunava Mitra Executive Vice President and February 7, 2024
Arunava Mitra Chief Financial Officer
(Principal Financial Officer)
/s/ Desmond J. Mills Senior Vice President and Chief Accounting Officer February 7, 2024
Desmond J. Mills (Principal Accounting Officer)
/s/ Charles M. Sledge Chairman of the Board and Director February 7, 2024
Charles M. Sledge
/s/ Benjamin C. Duster IV Director February 7, 2024
Benjamin C. Duster IV
/s/ Neal P. Goldman Director February 7, 2024
Neal P. Goldman
/s/ Jacqueline Mutschler Director February 7, 2024
Jacqueline Mutschler
Weatherford International plc – 2023 Form 10-K | 87