Weatherford International plc
For the period ended Dec 31, 2023. Filed Feb 7, 2024.
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FY2023 · Filed Feb 7, 2024
WFRD$84.31-1.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a)The following documents are filed as part of this report or incorporated by reference:
The Consolidated Financial Statements of the Company listed on page 42 of this report.
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); 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 theCompany’s Current Report on Form 8-Kfiled 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 theCompany’s 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 Company’s CurrentReport on Form 8-Kfiled August 28, 2020 | File No. 1-36504 |
| 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 |
| 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 theCompany’s 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 theCompany’s 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 theCompany’s 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 theCompany’s 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 theCompany’s 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 Company’s Quarterly Report on Form 10-Q for the period ending September 30. 2021 filed November 2, 2021 | File No. 1-36504 |
| 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 | Form of Executive 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 theCompany’s Current Report on Form 8-K filed December 18, 2019 | File No. 1-36504 |
| 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 theCompany’s 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 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 |
| 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 | Fifth 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 theCompany’s 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 the other grantors parties there to from time to time. | Exhibit 10.3 of theCompany’s 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 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 theCompany’s CurrentReport on Form 8-Kfiled December 18, 2019 | File No. 1-36504 |
| Exhibit Number | Description | Original Filed Exhibit | File Number |
| †*10.39 | Confidentiality and Restricted Covenant Agreement | ||
| †19 | Weatherford International plc Insider 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 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.