UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

 

 

 

þ

 

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

 

For the quarterly period ended March 31, 2013

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: 1-33615

Concho Resources Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

76-0818600

 

 

 

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

 

 

 One Concho Center

 

 

600 West Illinois Avenue

 

 

Midland, Texas  

 

79701

 

 

 

(Address of principal executive offices)

 

(Zip code)

 

(432) 683-7443

(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. Yes þ 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 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No

 

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.

 

Large accelerated filer þ 

Accelerated filer

 

 

Non-accelerated filer   (Do not check if a smaller reporting company)

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ  

 

Number of shares of the registrant’s common stock outstanding at April 29, 2013: 104,731,689 shares

 

 

                                                                         

 


 

 

 

Explanatory Note

 

Concho Resources Inc. (the “Company”)  is filing this Amendment No. 1 (the “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Securities and Exchange Commission on May 2, 2013 (the “Original Form 10-Q”), for the sole purpose of filing the Interactive Data Files, which are marked as exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE and formatted in XBRL (eXtensible Business Reporting Language) (the “XBRL Exhibits”). The XBRL Exhibits were submitted for filing with the Original Form 10-Q but were not accepted by the EDGAR filing system due to transmission issues.

 

No other changes have been made to the Original Form 10-Q. This Form 10-Q/A speaks only as of May 2, 2013, the filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Original Form 10-Q.

 

Item 6. Exhibits

 

 

 

 

 

Exhibit

 Number 

 

Exhibit

 

 

 

 

3.1

 

Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on August 8, 2007, and incorporated herein by reference).

 

 

 

 

3.2

 

Second Amended and Restated Bylaws of Concho Resources Inc., as amended November 7, 2012 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on November 8, 2012, and incorporated herein by reference).

 

 

 

 

4.1

 

Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K on February 22, 2013, and incorporated herein by reference).

 

 

 

 

10.1 **

 

 

10.2

 

Form of Performance Unit Award Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on January 4, 2013, and incorporated herein by reference).

 

Eleventh Amendment to Amended and Restated Credit Agreement, dated as of April 15, 2013, among Concho Resources Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on April 17, 2013, and incorporated herein by reference).

 

 

 

 

 

31.1 (a)

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

31.2 (a)

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

32.1 (b)

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

32.2 (b)

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

101.INS (c)

 

XBRL Instance Document.

 

 

 

 

101.SCH (c)

 

XBRL Schema Document.

 

 

 

 

101.CAL (c)

 

XBRL Calculation Linkbase Document.

 

 

 

 

101.DEF (c)

 

XBRL Definition Linkbase Document.

 

 

 

 

101.LAB (c)

 

XBRL Labels Linkbase Document.

 

 

 

 

101.PRE (c)

 

XBRL Presentation Linkbase Document.

 

 

 

 

 

(a)  Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

(b)  Previously furnished as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

(c)  Filed herewith.

**  Management contract of compensatory plan or agreement

 

 

 

 

 


 

 

 

Signatures

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.

                                                                                 

CONCHO RESOURCES INC.

 

 

 

 

 

Date:

July 3, 2013

 

By

/s/  Darin G. Holderness

 

 

 

 

 

 

 

 

 

Darin G. Holderness

 

 

 

 

Senior Vice President and Chief Financial Officer

 

 

 

 

(Principal Financial Officer and Duly Authorized Officer)