nfx10qa-06302009.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)

(Mark One)
     
þ
  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2009

OR
     
o
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                      to                     .

Commission File Number: 1-12534

NEWFIELD EXPLORATION COMPANY
(Exact name of Registrant as specified in its charter)
   
Delaware
72-1133047
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)

363 North Sam Houston Parkway East
Suite 100
Houston, Texas 77060
(Address and Zip Code of principal executive offices)

(281) 847-6000
(Registrant’s telephone number, including area code)
     
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yesþ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer þ     
  
Accelerated filer o   
  
Non-accelerated filer o     
  
Smaller reporting company o
   
(Do not check if a smaller reporting company)
     
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No þ


     As of July 23, 2009, there were 132,657,722 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
 
 

 
 
 

TABLE OF CONTENTS
   
Page
 
 
     
 
 
 
 
 
 
EXPLANATORY NOTE

Newfield Exploration Company (“Newfield”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 for the sole purpose of providing the Interactive Data File as Exhibit 101.


Item 6.  Exhibits

Exhibit Number
  
Description
10.23†
  
Retirement Agreement—David A. Trice (with form of Restricted Stock Unit Award Agreement and form of Non-Compete Agreement attached thereto) (incorporated by reference to Exhibit 10.23 to Newfield’s Current Report on Form 8-K filed with the SEC on April 22, 2009)
     
10.24†
  
Form of Restricted Stock Unit Award Agreement—Lee K. Boothby and Gary D. Packer (incorporated by reference to Exhibit 10.24 to Newfield’s Current Report on Form 8-K filed with the SEC on May 11, 2009)
     
10.25†
  
Newfield Exploration Company 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 (Reg. No. 333-158961) filed with the SEC on May 4, 2009)
     
10.26†
  
Newfield Exploration Company 2009 Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 99.2 to Newfield’s Registration Statement on Form S-8 (Reg. No. 333-158961) filed with the SEC on May 4, 2009)
     
10.27†*
  
Form of Restricted Stock Unit Award Agreement—Daryll T. Howard and Samuel E. Langford
     
31.1*
  
Certification of Chief Executive Officer of Newfield pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*
  
Certification of Chief Financial Officer of Newfield pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*
  
Certification of Chief Executive Officer of Newfield pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2*
  
Certification of Chief Financial Officer of Newfield pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101**
  
Interactive Data File
     


†
Identifies management contracts and compensatory plans or arrangements.
*
Previously filed or furnished as an exhibit to Newfield’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
**
Furnished herewith.

 
 
 

 
SIGNATURE
Pursuant to the requirements 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.

         
   
NEWFIELD EXPLORATION COMPANY
         
Date: August 10, 2009
  
By:
  
/s/ BRIAN L. RICKMERS
       
Brian L. Rickmers
       
Controller


 
 
 
 
Exhibit Index

Exhibit Number
  
Description
10.23†
  
Retirement Agreement—David A. Trice (with form of Restricted Stock Unit Award Agreement and form of Non-Compete Agreement attached thereto) (incorporated by reference to Exhibit 10.23 to Newfield’s Current Report on Form 8-K filed with the SEC on April 22, 2009)
     
10.24†
  
Form of Restricted Stock Unit Award Agreement—Lee K. Boothby and Gary D. Packer (incorporated by reference to Exhibit 10.24 to Newfield’s Current Report on Form 8-K filed with the SEC on May 11, 2009)
     
10.25†
  
Newfield Exploration Company 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 (Reg. No. 333-158961) filed with the SEC on May 4, 2009)
     
10.26†
  
Newfield Exploration Company 2009 Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 99.2 to Newfield’s Registration Statement on Form S-8 (Reg. No. 333-158961) filed with the SEC on May 4, 2009)
     
10.27†*
  
Form of Restricted Stock Unit Award Agreement—Daryll T. Howard and Samuel E. Langford
     
31.1*
  
Certification of Chief Executive Officer of Newfield pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*
  
Certification of Chief Financial Officer of Newfield pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*
  
Certification of Chief Executive Officer of Newfield pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2*
  
Certification of Chief Financial Officer of Newfield pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101**
  
Interactive Data File
     


†
Identifies management contracts and compensatory plans or arrangements.
*
Previously filed or furnished as an exhibit to Newfield’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
**
Furnished herewith.