Delaware | 45-1836028 | |
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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One Williams Center Tulsa, Oklahoma (Address of Principal Executive Offices) |
74172-0172 (Zip Code) |
Name of Each Exchange on Which |
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Title of Each Class to be so Registered
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Each Class is to be Registered
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Common stock, par value $1.00 per share
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The New York Stock Exchange, Inc. |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller reporting company o |
Item 1. | Business |
Item 1A. | Risk Factors |
Item 2. | Financial Information |
Item 3. | Properties |
Item 4. | Security Ownership of Certain Beneficial Owners and Management |
Item 5. | Directors and Executive Officers |
Item 6. | Executive Compensation |
Item 7. | Certain Relationships and Related Transactions, and Director Independence |
Item 8. | Legal Proceedings |
Item 9. | Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters |
Item 10. | Recent Sales of Unregistered Securities |
Item 11. | Description of Registrants Securities to be Registered |
Item 12. | Indemnification of Directors and Officers |
Item 13. | Financial Statements and Supplementary Data |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 15. | Financial Statements and Exhibits |
(a) | Financial Statements |
(b) | Exhibits |
Exhibit No.
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Description
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2 | .1 | Form of Separation and Distribution Agreement | ||
2 | .2 | Contribution Agreement, dated as of October 26, 2010, by and among Williams Production RMT Company LLC, Williams Energy Services, LLC, Williams Partners GP LLC, Williams Partners L.P., Williams Partners Operating LLC and Williams Field Services Group, LLC (incorporated by reference to Exhibit 2.1 to WPX Energy, Inc.s registration statement on Form S-1/A (File No. 333-173808) filed with the SEC on July 19, 2011) | ||
3 | .1 | Form of Amended and Restated Certificate of Incorporation of WPX Energy, Inc. | ||
3 | .2 | Form of Amended and Restated Bylaws of WPX Energy, Inc. | ||
10 | .1 | Form of Transition Services Agreement | ||
10 | .2 | Form of Tax Sharing Agreement | ||
10 | .3 | Form of Employee Matters Agreement (incorporated by reference to Exhibit 10.10 to WPX Energy, Inc.s registration statement of Form S-1/A (File No. 333-173808) filed with the SEC on November 22, 2011) | ||
10 | .4 | Credit Agreement, dated as of June 3, 2011, by and among WPX Energy, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent and Swingline Lender (incorporated by reference to Exhibit 10.3 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) filed with the SEC on June 9, 2011) | ||
10 | .5# | Amended and Restated Gas Gathering, Processing, Dehydrating and Treating Agreement by and among Williams Field Services Company, LLC, Williams Production RMT Company LLC, Williams Production Ryan Gulch LLC and WPX Energy Marketing, LLC, effective as of August 1, 2011 (incorporated by reference to Exhibit 10.7 to WPX Energy, Inc.s registration statement on Form S-1/A (File No. 333-173808) filed with the SEC on July 19, 2011) | ||
10 | .6 | Form of WPX Energy, Inc. 2011 Incentive Plan (incorporated by reference to Exhibit 10.8 to WPX Energy, Inc.s registration statement on Form S-1/A (File No. 333-173808) filed with the SEC on July 19, 2011) | ||
10 | .7 | Form of WPX Energy, Inc. 2011 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to WPX Energy, Inc.s registration statement on Form S-1/A (File No. 333-173808) filed with the SEC on July 19, 2011) | ||
10 | .8 | First Amendment to the Credit Agreement, dated as of November 1, 2011, by and among WPX Energy, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent and Swingline Lender (incorporated by reference to Exhibit 10.2 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) filed with the SEC on November 1, 2011) | ||
21 | .1 | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to WPX Energy, Inc.s registration statement on Form S-1/A (File No. 333-173808) filed with the SEC on June 21, 2011) | ||
99 | .1 | Information Statement, preliminary and subject to completion, dated November 22, 2011 | ||
99 | .2 | Report of Independent Petroleum Engineers and Geologists, Netherland, Sewell & Associates, Inc. (incorporated by reference to Exhibit 99.1 to WPX Energy, Inc.s registration statement on Form S-1 (File No. 333-173808) filed with the SEC on April 29, 2011) | ||
99 | .3 | Report of Independent Petroleum Engineers and Geologists, Miller and Lents, Ltd. (incorporated by reference to Exhibit 99.2 to WPX Energy, Inc.s registration statement on Form S-1/A (File No. 333-173808) filed with the SEC on June 21, 2011) | ||
99 | .4 | Report of Independent Petroleum Engineers, Ralph E. Davis Associates, Inc. (incorporated by reference to Exhibit 99.3 to WPX Energy, Inc.s registration statement on Form S-1/A (File No. 333-173808) filed with the SEC on June 21, 2011) |
# | Certain portions have been omitted pursuant to a pending confidential treatment request. Omitted information has been filed separately with the SEC. |
By: |
/s/ Ralph
A. Hill
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