WFTLF 10-K Annual Report Dec. 31, 2023 | Alphaminr
Weatherford International plc

WFTLF 10-K Fiscal year ended Dec. 31, 2023

WEATHERFORD INTERNATIONAL PLC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1 | BusinessItem 1A. Risk FactorsItem 1A | Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 1B Through Item 4 | Unresolved Staff Comments Through Mine SafetyItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresItem 5 | Market For Registrants Ordinary SharesPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7 | Md&aItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8 | Financial Statements and Supplementary DataItem 8. Financial Statements and Supplementary DataItem 8 | Notes To The Consolidated Financial StatementsItem 9 | Changes in and Disagreement with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreement with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 10 | Directors, Executive Officers and Corporate GovernanceItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 15 | ExhibitsItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Memorandum and Articles of Association of Weatherford International public limited company. Exhibit 3.1 of theCompanys CurrentReport on Form 8-Kfiled December 18, 2019 File No. 1-36504 4.1 Description of the Securities. Exhibit 4.1 of the Companys 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 Companys CurrentReport on Form 8-Kfiled 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 Companys CurrentReport on Form 8-Kfiled 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 theCompanys CurrentReport on Form 8-Kfiled August 28, 2020 File No. 1-36504 4.5 Form of Senior Note (included in Exhibit 4.5). Included in Exhibit 4.1 ofthe Companys CurrentReport on Form 8-Kfiled August 28, 2020 File No. 1-36504 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 theCompanys CurrentReport on Form 8-K12Bfiled 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 theCompanys CurrentReport on Form 8-K12Bfiled June 17, 2014 File No. 1-36504 *10.4 Third Amended and Restated Weatherford International PLC Change in Control Severance Plan. Exhibit 10.1 of the Companys 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 Companys 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 Companys 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 theCompanys CurrentReport on Form 8-Kfiled April 15, 2020 File No. 1-36504 *10.8 Weatherford International plc 2019 Equity Incentive Plan. Exhibit 10.8 of theCompanys CurrentReport on Form 8-Kfiled December 18, 2019 File No. 1-36504 *10.9 Weatherford International plc Amended and Restated 2019 Equity Incentive Plan. Exhibit 10.1 of theCompanys QuarterlyReport on Form 10-Qfor the period endingJune 30, 2020 filedAugust 14, 2020 File No. 1-36504 *10.10 Weatherford International plc Second Amended and Restated 2019 Equity Incentive Plan. Exhibit 10.6 of theCompanys QuarterlyReport on Form 10-Qfor the period endingSeptember 30, 2020 filedNovember 4, 2020 File No. 1-36504 *10.11 Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan. Exhibit 10.2 of theCompanys CurrentReport 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 Companys Quarterly Report on Form 10-Q for the period ending September 30. 2021 filed November 2, 2021 File No. 1-36504 *10.13 Amended and Restated Weatherford International plc Short-Term Incentive Plan Exhibit 10.26 of the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Current Report on Form 8-K filed January 23, 2023 File No. 1-36504 *10.20 Form ofExecutive Officer Restricted Share Unit Award Agreement adopted January 18, 2024. *10.21 Form of Executive Officer Performance Share Unit Award Agreement adopted January 18, 2024. *10.22 Form of Non-Executive Director Restricted Share Unit Award 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 theCompanys CurrentReport on Form 8-Kfiled December 18, 2019 File No. 1-36504 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 theCompanys CurrentReport on Form 8-Kfiled 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023 File No. 1-36504 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 Companys 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 Companys Current Report on Form 8-K filed October 24, 2023 File No. 1-36504 10.33 FifthAmendment to Amended and Restated Credit Agreement, dated as ofDecember 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 theCompanys CurrentReport on Form 8-Kfiled 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 theothergrantors parties there to from time to time. Exhibit 10.3 of theCompanys CurrentReport on Form 8-Kfiled 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 Companys 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 Companys 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 theCompanys CurrentReport on Form 8-Kfiled December 18, 2019 File No. 1-36504 *10.39 Confidentiality and Restricted Covenant Agreement 19 Weatherford International plcInsider 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 Weatherford Internationalplc Executive Officer Clawback Policy