INSPIRED.

INVOLVED.

DETERMINED.

CODE OF BUSINESS CONDUCT

DISCIPLINED.

COMMITTED.

CONNECTED.

FIRSTandFOREMOST DO WHAT’S RIGHT, REPORT WHAT’S WRONG.

RETALIATION IS NOT TOLERATED.

Any employee, who in good faith, seeks advice,

raises a concern or reports violations is not only

following this Code, but is doing the right thing.

WPX Energy supports employees who do the right

thing and will not tolerate retaliation against any

employee. Reporting in “good faith” means

accurately providing all of the information you

believe to be true.

Any claim of retaliation will be taken seriously.

Retaliation can take many forms, but generally it

includes any negative action taken against

someone for raising a concern or reporting

misconduct. If you experience retaliation, or see

someone experience it, contact the WPX Business

Ethics Resource Center (“BERC”) at 539-573-7459, or

make an anonymous report by calling the Action Line at

855-346-5042 (toll free) or visit

wpxenergy.ethicspoint.com and click “Make a Report.”

The BERC office will look into all allegations of retaliation.

Anyone found responsible for retaliating against an

employee is subject to disciplinary action, up to and

including termination of employment.

LEARN MORE:

Xsite > Policies > Human Resources > Retaliation Reporting

2

MESSAGE FROM THE CEO 04

WPX: OUR VALUES 05

IT’S THE WAY WE DO BUSINESS 06

How This Code is Organized 07

Applicability 07

Personal Responsibilities 07

Additional Responsibilities for Leaders 07

RESPONSIBILITY TO REPORT 08

Quick Ethics Check 08

Where to Seek Guidance 08

Accounting/Auditing Concerns 09

What Happens When Someone Makes a Report 09

How to Report an Ethics Violation or Concern 09

Retaliation is Not Tolerated 09

OUR WORKPLACE 10

Equal Opportunity, Affirmative Action and Diversity 12

Harassment 12

Threats 12

Protective Orders 13

Alcohol and Substance Abuse 13

Health, Safety and the Environment 14

Confidential Information 14

Employee Privacy 15

No Recording 15

Social Media 16

OUR COMMUNITY 18

Commitment to Our Communities 20

Corporate Contributions 20

Political Contributions 21

Political Action Committee 21

OUR MARKETPLACE 22

Conflict of Interest 24

Gifts and Entertainment 25

Gifts to Government Employees 25

Antitrust 26

Insider Trading 26

Public Disclosures 27

Commercial Bribery 27

Fraudulent Conduct 28

Obstruction of Justice 28

The WPX Action Line is available 24 hours a day, seven days a week. You can make an anonymous report about a business ethics issue or concern, by calling the Action Line at 855-346-5042 (toll free) or visit wpxenergy.ethicspoint.com and click “Make a Report.”

OUR SHAREHOLDERS 29

Protecting Company Assets 31

Records, Information Management 31

& Confidential Information

Recording of Funds, Assets, Etc. 31

Intellectual Property 31

RESOURCES FOR MORE INFO AND HELP 33

WPX Compliance Program Description 33

Consequences of Violating the Code of Conduct 33

Contact Information 33

How to Report an Ethical Violation or Concern 34

3

MESSAGE FROM THE CEO

Doing the right thing is how we do business at WPX. It’s part of who we are.

At WPX, our values underscore our

commitment to act with integrity, but

sometimes, the issues we face in the

course of doing business are not always

black and white. They fall into grey areas

where doing what’s right may not always

be clear.

That’s why we have our Code of

Business Conduct. Our Code provides

specific direction and examples to help

us understand what is ethical and

required by law so we know clearly how

and when to act upon our values.

Whether in life or in business, we earn

respect and trust when we play a fair

game. That’s why it’s important for every

WPX employee to read and understand –

and consequently adhere to – the

standards outlined within our Code. It

shows us the right way to do business. Our

clients, our board, shareholders, suppliers,

contractors, government regulators and

the communities where we operate all

count on us to play fair ball. It’s what we

expect of each other.

Sure, the Code doesn’t cover every

situation, but it outlines a framework

where we can make ethical decisions

and know we’re making every effort to

comply with all applicable laws.

At WPX, it is up to each of us to follow

this Code and report concerns when we

see someone acting outside it. Our non-

retaliation policy is in place to protect all

employees who file a report in good

faith.

If at any time you have questions about

the Code or have concerns that it is not

being followed, please contact the WPX

Action Line by phone or online. You’ll find

the contact information below.

There is a right way to do business. As

ambassadors of WPX, it’s up to each of

us to act responsibly according to Our

Values and to do our work with integrity.

For that, we can take great pride as

individuals and in our company for

having the courage to do what’s right.

Sincerely,

Richard E. Muncrief Chairman and Chief Executive Officer

WPX Energy

To anonymously report a business ethics issue or concern, call the Action Line

at 855-346-5042 (toll free) or visit wpxenergy.ethicspoint.com and click

“Make a Report.” Both of these options are available 24/7.

4

WPX: OUR VALUES Every company needs words to live by and rally around. These are ours. They reflect the heart

of who we are, what we want to achieve and the resolve that we share. At WPX, we’re:

INSPIRED. We’re optimistic about our company’s potential and the importance of energy in everyday life.

That’s why we’re compelled to seize opportunities, explore new areas and find ways to make our business

safer, stronger and more efficient. We won’t settle for status quo.

INVOLVED. We want to be difference-makers in our communities and in our industry – people who

support worthy causes, openly engage with our stakeholders and are active in the arenas that shape our

ability to do business. Reaching out to build relationships and trust is important to us.

DETERMINED. We are driven by our desire to be excellent operators. Safety must be

second nature to us – part of our DNA. We will champion a proactive safety culture and work

to continuously improve the structure that helps make it happen. Our personal safety and the

public’s safety depend on it.

DISCIPLINED. Our financial position is the foundation of our ability to execute our

objectives and produce desirable results and returns. We will watch our cash, costs,

capital expenses and commodity prices closely – being agile enough to adjust our plans

accordingly.

COMMITTED. We’re passionate about what we do and how we do it.

Our can-do attitude comes from our integrity and work ethic. We embrace

the need to work hard, to follow the rules that govern our business and to

protect the environment. If we should miss the mark, we’ll learn from it.

CONNECTED. We’re a part of something here. We want WPX to

be a fun place to work, where it feels like family. We believe in each

other and we enjoy working together. We recognize, respect and

value the variety of talent, background and experience that each

person brings to the table.

5

IT’S THE WAY WE DO BUSINESS WPX Energy specializes in the business of producing

energy—oil, natural gas and natural gas liquids—but that

comes with the responsibility to conduct our business in

the right way. We need to partner with all of our

stakeholders to make the right decisions that will

contribute to everyone’s success.

RESPONSIBILITY Our Code serves many purposes. It sets forth behavioral

expectations and guidelines for how we should conduct

business, it references the WPX policies and applicable

laws we must follow to uphold these expectations, and it

provides contact information for you to use when you

have a question or concern.

Complying with our policies and the law is key to WPX

Energy’s credibility with our employees, customers,

shareholders, government agencies and the communities

in which we operate. It is your responsibility to ensure

that you perform your job in accordance with these

policies and that you encourage others to comply as well.

6

HOW THIS CODE IS ORGANIZED At WPX, Our Values outline how we speak and act with integrity, clarity and transparency. It’s how we conduct our

business. The WPX Code of Business Conduct outlines how to implement Our Values and gives examples of what this

behavior looks like in action. Together, the two documents give us the culture that guides us on how to work

together.

This Code is organized around four major areas of our professional lives — our workplace, our communities, our

marketplace and our shareholders. Each section contains information that relates to that topic and gives examples

of how to implement our policies, standards and values.

APPLICABILITY This Code is intended to comply with the requirements of Section 406 of the Sarbanes Oxley Act of 2002 and the U.S.

Securities and Exchange Commission’s Item 406 of Regulation S-K. This Code is applicable to all employees and

directors of WPX, including WPX’s Chief Executive Officer, Chief Operating Officer and its Chief Financial Officer.

More particularly, this Code is designed to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest, between

personal and professional relationships

• Full, fair, accurate, timely and understandable disclosure in reports and documents the company files with, or

submits to, the U.S. Securities and Exchange Commission and in other public communications made by the

company

• Compliance with all applicable governmental laws, rules and regulations

• Prompt internal reporting of Code violations to one of the reporting channels listed in the Code

• Accountability for adherence to the Code

• Any waiver of the Code of Business Conduct for a member of the Board of Directors or an executive officer of the

company will require the approval of the Board of Directors or a committee of the Board of Directors

PERSONAL RESPONSIBILITY Do what’s right and report what’s wrong. This Code of Business Conduct outlines what behavior is expected from

you. Take time to familiarize yourself with the Code so you have what you need to make the right decisions. It is every

employee’s responsibility to do the following:

• Understand and comply with the company’s ethical and compliance standards

• Take advantage of the reporting channels available to you to resolve a business conduct issue or concern

• Report all known or suspected violations of law or company policy

• Refrain from engaging in or tolerating retaliation against an employee who reports a suspected problem in good

faith

• Report any suspected retaliation against an employee

• Cooperate fully with any investigation of a suspected violation of law or company policy

ADDITIONAL RESPONSIBILITIES FOR LEADERS If you hold a leadership position, you have additional responsibilities regarding this Code of Business Conduct. As a

leader, you must:

• Model ethical business conduct

• Promptly respond to requests for guidance or issues reported by employees

• Take proactive steps to make sure your employees understand the Code of Business Conduct and what is

expected of them

• Foster an environment where employees feel comfortable reporting concerns in good faith and are not

concerned with retaliation

• Make employees aware of the resources available to them for resolving issues or concerns

• Maintain a work environment that encourages open communication regarding business conduct issues or

concerns

• Report allegations of wrongdoing that could impact financial statements to the WPX Business Ethics Resource

Center

• Be an advocate of full, fair, accurate, timely and understandable disclosure in all reports, documents, and

communications that the company issues

7

RESPONSIBILITY TO REPORT

My supervisor told me to code

an expense to a different

account, explaining it was just a

way to juggle the budget. Is

that okay? You should never

knowingly falsify company

records, no matter what the

circumstance. Company policy,

and in many cases the law,

requires that our records

accurately reflect a transaction. If

your supervisor insists, you should

report the matter to the next level

of management, your HR business

partner or the Business Ethics

Resource Center.

8

SEEK GUIDANCE

If you are still not sure what to do, or if you have concerns about ethical

practices within our company, seek guidance from one of the

people/resources listed below. These individuals are sensitive to requests for

confidentiality. However, reports involving a threat to life and property,

illegal activities or legal action against the company are examples of when

action required by the company may not allow for complete confidentiality

or anonymity.

1) TALK TO YOUR SUPERVISOR – Often, the fastest and most effective route

is to report your concerns to your immediate supervisor. Your supervisor may

also be a great resource for guidance when you think that a request made

of you, or a situation you know of, might be questionable.

2) TALK TO THE NEXT LEVEL(S) OF MANAGEMENT – If you aren’t satisfied

with the way your supervisor handled the issue, or you are not comfortable

discussing it with your supervisor, take your concern to the next level(s) of

management, your HR business partner, or the Legal department if it is a

legal issue.

3) TALK TO THE FUNCTIONAL VICE PRESIDENT – If the previous steps did

not resolve the issue, you can always discuss it with your functional vice

president.

4) CONTACT THE BUSINESS ETHICS RESOURCE CENTER – If none of the

above gave you resolution, contact the WPX Business Ethics Resource

Center at 539-573-7459. Every concern reported to the BERC will be

evaluated and an appropriate course of action will be determined.

5) REPORT ANONYMOUSLY – If you want to remain anonymous, call the

WPX Action Line at 855-346-5042 or visit wpxenergy.ethicspoint.com and

click “File a Report.” Both of these options are available 24/7.

The online reporting feature is provided by an external company,

EthicsPoint, which manages both our toll-free phone number and the online

reporting. EthicsPoint has developed an effective reporting system that is

instrumental in managing our anonymous reporting needs.

If there is immediate danger to life or property, call authorities immediately.

QUICK ETHICS CHECK

If in doubt when faced with an ethical dilemma at work, ask yourself:

• Is it legal? If legal, is it the right thing to do?

• Is it consistent with WPX’s policies and values?

• What would my family think about it?

• How would it look on the front page of a newspaper?

ACCOUNTING/AUDITING CONCERNS The Audit Committee of the WPX Energy Board of Directors has established

procedures for the receipt, retention and treatment of complaints regarding

accounting, internal accounting controls or auditing matters. If you have

concerns regarding these areas, you should promptly contact one of the

reporting channels. Your contact will immediately communicate any

concerns to the Business Ethics Resource Center, which is responsible for

reporting the information to the Audit Committee.

WHAT HAPPENS WHEN SOMEONE MAKES A REPORT All reports of suspected violations are assessed. If an initial assessment of the

information presented cannot either substantiate or disprove, and then

resolve an allegation, an investigation will result.

Action may also be taken against an employee who knows of a violation

and fails to report it. We understand that you may be reluctant to report a

violation if you believe there might be retaliation. WPX WILL NOT TOLERATE

RETALIATION AGAINST ANY EMPLOYEE WHO REPORTS A SUSPECTED

VIOLATION IN GOOD FAITH.

LEARN MORE: XSite > Business Ethics and Resource Center > Investigating

Reports of Alleged Non-Compliance

HOW TO REPORT AN ETHICS VIOLATION OR CONCERN

• Notify your supervisor, next-level supervisor, or vice president

• Notify your HR business partner or the Legal Department

• Call the Business Ethics Resource Center at 539-573-7459

• Call the WPX Action Line at 855-346-5042

• Report it online at wpxenergy.ethicspoint.com

RETALIATION IS NOT TOLERATED Any employee, who in good faith, seeks advice, raises a concern or reports a

violation is not only following this Code, but is doing the right thing. WPX

Energy supports employees who do the right thing and will not tolerate

retaliation against any employee. Reporting in “good faith” means accurately

providing all of the information you believe to be true.

Any claim of retaliation will be taken seriously. Retaliation can take many

forms, but generally it includes any negative action taken against someone

who in good faith raised a concern or reported misconduct. If you experience

retaliation, or see someone experience it, contact the BERC at 539-573-7459.

The BERC office will look into all allegations of retaliation and, if warranted,

appropriate action will be taken. Anyone found responsible for retaliating

against an employee is subject to disciplinary action, up to and including

termination of employment.

LEARN MORE: XSite > Policies >Human Resources > Retaliation Reporting

I suspect that a coworker is

receiving tickets to events and

other lavish gifts from a vendor

that are worth far more than the

nominal value allowed. I am

reluctant to report my concerns in

case it gets back to her that I was

the one who reported. If you’re not

comfortable with discussing it with

your supervisor, you can always

contact the BERC Office who will

investigate your concerns. If you

wish to remain anonymous, you can

call the Action Line at 855-346-5042

or visit wpxenergy.ethicspoint.com

and click “Make a Report.”

9

Our behaviors affect our work environment, as well

as WPX’s reputation in the community, so WPX

employees are expected to maintain a high degree of

integrity, honesty and professional behavior at work,

business events and anywhere else we might serve as

company representatives. Our Values clearly outline

how we should conduct business and how we should

treat fellow employees. At WPX, we recognize,

respect and value the variety of talent, background

and experience that each person brings to the

workplace.

Our Workplace.

INSPIRED. We’re optimistic about

our company’s potential

and the importance of

energy in everyday life.

That’s why we’re

compelled to seize

opportunities, explore new

areas and find ways to

make our business safer,

stronger and more

efficient. We won’t settle

for status quo.

INVOLVED. We want to be difference-makers

in our communities and in our

industry—people who support

worthy causes, openly engage

with our stakeholders and are

active in the arenas that shape

our ability to do business.

Reaching out to build

relationships and trust is

important to us.

DETERMINED. We are driven by our desire to be

excellent operators. Safety must be second

nature to us—part of our DNA. We will

champion a proactive safety culture and

work to continuously improve the

structure that helps make it happen.

Our personal safety and the public’s

safety depend on it.

101

DISCIPLINED. Our financial position is the

foundation of our ability to

execute our objectives and

produce desirable results and

returns. We will watch our

cash, costs, capital expenses

and commodity prices closely—

being agile enough to adjust

our plans accordingly.

COMMITTED. We’re passionate about what we

do and how we do it. Our can-do

attitude comes from our

integrity and work ethic. We

embrace the need to work hard,

to follow the rules that govern

our business and to protect the

environment. If we should miss

the mark, we’ll learn from it.

CONNECTED. We’re a part of something here.

We want WPX to be a fun place

to work, where it feels like

family. We believe in each other

and we enjoy working together.

We recognize, respect and value

the variety of talent, background

and experience that each person

brings to the table.

11

What should I do if my supervisor

starts to discriminatorily play

favorites with job assignments and

overtime? Tell your supervisor that

you feel you have not been treated

fairly, giving clear and specific

examples. If you feel your supervisor

does not address your concerns

fairly, contact one of the other

resources listed under How to Report

an Ethics Violation or Concern.

If my manager keeps asking me out

socially after work, even though I

have no interest and have

continually refused the

invitations, what should I do? Tell

your manager clearly that the

invitations are unwelcome and make

you uncomfortable, then

immediately discuss the situation

with your manager’s boss, HR

business partner, or any of the other

reporting channels.

If I obtain a protective order

against someone, what should I do?

Notify your manager. Your manager

will discuss with the director of BERC

to determine if any additional

security measures at work are

deemed necessary.

EQUAL OPPORTUNITY, AFFIRMATIVE ACTION, DIVERSITY AND INCLUSION WPX has a strong commitment to equal opportunity, affirmative action,

diversity and inclusion. We believe in treating people fairly and with dignity,

and in providing equal employment and advancement opportunities based

on merit, experience and other work-related criteria.

We value the unique contributions that every employee brings to her or his

role within the company and consider the variety of perspectives and

backgrounds that exist within WPX Energy a competitive advantage for us in

the marketplace. WPX Energy is committed to treating all employees fairly,

without regard to any characteristics that have no bearing on job

performance.

LEARN MORE: XSite > Policies > Human Resources > Equal Employment

Opportunity HARASSMENT Respecting the rights of others in the workplace is a primary focus of WPX.

There are certain behaviors that are not acceptable under any

circumstances—such as harassment and violence of any kind. Examples

include advances, inappropriate jokes, intimidation, offensive language,

physical contact, threats or other inappropriate or unwelcomed behavior

that creates a hostile working environment for other employees. This applies

anywhere you are acting as a WPX representative.

THREATS If you feel threatened by someone’s behavior in the workplace, call the BERC

office and make a report. WPX has a Threat Assessment Team that is

comprised of representatives from Human Resources; Facilities; Legal; Health,

Safety and Environmental; and Ethics & Compliance. Members of this team

are trained to understand how to deal with threats and workplace

violence—and have outside resources available when needed. Upon

notification, the director of BERC will determine if the team needs to be

activated.

Please note, if there is immediate danger to life or property you should call authorities immediately.

12

m

PROTECTIVE ORDERS If you have a protective order against any individual, you need to notify your

manager. This includes regular, contract or temporary employees. There is the

potential of violence not only against you, but against your co-workers as well.

The manager will tell the BERC director so it can be determined if any

additional measures are deemed necessary.

If you become aware of possible violence or a threat of immediate violence,

call authorities immediately. WPX will cooperate with law enforcement

officials in investigating violence and threats of violence. Employees; who

engage in violent conduct, make threats of violence or fail to report

incidents of violence; are subject to discipline or termination. Be

responsible. Read and follow Workplace Violence Risk Reduction and

Response Policy.

LEARN MORE:

XSite > Policies > Legal > Workplace Violence Risk Reduction and Response

Policy

XSite > Policies > Human Resources > Harassment

ALCOHOL AND SUBSTANCE ABUSE When employees are physically and mentally fit, it creates a safer, more

productive work environment. The ability to create and maintain a safe work

environment is directly dependent upon having a workplace that is free from

the adverse effects of drug use and alcohol abuse.

WPX will not tolerate unauthorized use, possession, distribution, or being under

the influence of alcohol or illegal drugs in the workplace. If you would like help

with drug or alcohol-related problems, a voluntary Employee Assistance

Program is available. For more information about this program visit the

Medical Benefits tab on our intranet XSite.

With authorization from your functional area vice president, alcohol can be

served on company premises or at a company sponsored event. If alcohol is

served at a business event, you are expected to behave respectfully and

responsibly for your safety and the safety of others.

LEARN MORE:

XSite > Employee Experience > Benefits > Medical > Employee Assistance

Program

XSite > Policies > Human Resources > Drug and Alcohol Policy

I’m taking prescription medication

that could inhibit my ability to

work, but I don’t want to tell my

supervisor because I don’t want to

reveal my medical condition. Do I

have to tell my supervisor what

kind of medication I am taking, and

why I am taking it? No, you are not

required to tell your supervisor the

type of medication you are taking or

why you are taking it. However, you

must inform your supervisor about

the effects of any medication that

you and your treating physician

believe could affect your work

performance. You and your

supervisor, working with your HR

business partner, can then determine

if you’re able to do your work safely

and efficiently.

13

Inf

XSi

XSi

an

Do I have the ability to stop

work on a job if I believe it is

not being done safely? Yes,

employees have the ability and

responsibility to stop work on a

job that they believe is not being

done safely or if they are asked

to do something they believe is

not safe. You should discuss this

with your direct supervisor. If

together, you are not able to

resolve the issue, the leader over

your area should be contacted

and will determine how to

proceed. Safety representatives

from the Health, Safety and

Environmental group are also

available for consultation as

needed.

If I find some documents

labeled as confidential and left

in a conference room by a

customer after a meeting what

should I do? Though it may be

tempting, do not read the

documents. If you cannot locate

the owner, turn the documents

over to your supervisor. Do not

leave the documents in the

conference room, and do not

throw them away.

HEALTH, SAFETY AND THE ENVIRONMENT

We are driven by our desire to be excellent operators. To accomplish that,

we need to work in a manner that prevents personal injuries to others and

ourselves and prevents damage to company or other’s property and

equipment.

At WPX we recognize our responsibility to operate all assets in a manner

that is respectful of employees, communities and the environment. We are

responsible for complying with all applicable laws and regulations relating

to the protection of the environment and the maintenance of a healthy

and safe workplace.

Leaders are required to enforce policies and procedures and champion a

proactive safety culture.

LEARN MORE:

XSite > Policies > Environmental, Health & Safety

XSite > Policies > Security

CONFIDENTIAL INFORMATION Much of the information developed or held by WPX is confidential and

must be protected from unauthorized disclosure. WPX employees are

responsible for safeguarding such information in order to maintain our

competitive advantage in the market place, even when no longer

employed by the company.

Confidential information is information that could harm the company if it is

released without authorization. It might also be information that needs

enhanced protection protocols because of regulatory or legal

requirements. Documents and data that contain “competitive

advantage” information also fall within the confidential category.

Examples of confidential information include strategic plans, customer lists,

time-sensitive financial records, sensitive information entrusted to WPX by

customers, acquisition or divestiture plans, and employee names,

addresses or salaries.

Materials that contain confidential data, such as notebooks, email,

memos, etc., should always be securely stored and shared only on a

need-to-know basis.

LEARN MORE:

XSite > Policies > Information Technology > Data Classification and

Protection Standards

XSite > Policies > Human Resources > Privacy (Employee)

XSite > Policies > Human Resources > Privacy Policy (Personal Information)

XSite > Policies > Human Resources > Privacy (Company Property and

Equipment) 14

EMPLOYEE PRIVACY We must all help maintain employee privacy by carefully handling employee

information. Someone will only access your personnel records when they have

a legitimate reason for doing so. Even though WPX has the right to access all

company property, communications, records and information created in the

business setting; the company safeguards your information from unauthorized

disclosure and misuse.

LEARN MORE:

XSite > Policies > Human Resources > Privacy (Employee)

XSite > Policies > Human Resources > Privacy Policy (Personal Information)

XSite > Policies > Human Resources > Privacy (Company Property and

Equipment)

NO RECORDING WPX is committed to safeguarding confidential information, complying with

applicable legal requirements and fostering an environment of open dialogue

and expression of views with employees. Because of this commitment,

recording any conversation or meeting with a tape recorder, cell phone, video

camera or other recording device is prohibited—unless prior approval is

obtained from the director of Human Resources.

LEARN MORE: XSite > Policies > Human Resources > Recording

DO NOT

If I get a call from another

company requesting a reference

check on a former WPX employee,

what should I do? You should not

provide any information to the caller

as WPX does not provide references

for any of its employees, current or

former. WPX uses an outside service

provider to verify employment for

current or former employees. If a

party needs the information for the

outside provider, contact the HR

Service Center.

I just found out that my supervisor

has been monitoring my email.

Who do I report this to? Your

supervisor has the right to monitor

your internet usage and your email.

Because you are working on

company equipment, the use of

email, the internet and intranet

usage may be monitored. Personal

use is discouraged. Any personal use

should be minimal, infrequent and

not interfere with your job

performance or conflict with

business activities or policies.

RECORD. 15

A coworker recently snapchatted a

video of other employees in a

meeting with him with the

comment “another meeting... this

is how my day is going.” Although

there was nothing offensive in the

video or comment, he did it

without their knowledge. Should I

report this? Yes, posting pictures or

videos of co-workers or internal

meetings on social media violates

the WPX Recording Policy.

After a meeting concerning a new

acquisition, my co-worker

responded to an online story

about the oil and gas industry by

saying WPX is committed to the

communities we serve and poised

for rapid growth. Is this a

problem? Yes, the phrase “poised

for rapid growth” could appear to

be directed to the investment

community, and, under WPX policy,

only designated people are

authorized to speak on behalf of

the company. Any employee who

makes a statement about the

future of WPX, even in a general

reference on social media, must get

approval from Corporate

Communications in advance.

SOCIAL MEDIA If you’re engaged in social networking, it’s important to understand that people

might perceive your personal activity to be tied to or representative of WPX, even

when you don’t specifically mention the company. Online information spreads

fast and can be far-reaching. That’s why it’s important that you accurately

represent yourself and the company.

The term “social media” applies not only to traditional big names, such as

Facebook, LinkedIn, Instagram, Snapchat and Twitter, but also to other platforms

you may not think of as social media. Platforms such as YouTube, Flickr, blogs and

wikis, external message boards, threaded discussions and personal websites are

all part of social media. This media is changing the way we work, offering a new

model to engage with information sources, colleagues and the world at large.

WPX encourages you to participate in the online social media space, but urges

you to do so properly, exercising sound judgment and common sense.

A few simple guidelines include:

• Speak for yourself, never speak on behalf of the company

• WPX requires that unauthorized employees not respond to former or current

employees’ requests for employment references. Make sure that any of your

social media posts are in line with this requirement

• If you discuss WPX or WPX-related matters, identify yourself; use your real

name and, when relevant, your role in the company

• Make it clear the views are your own and don’t necessarily reflect WPX

Energy’s positions, strategies or opinions

• Immediately forward to the HR Service Center any inquiries you receive via

social networking that require the company’s response

• Never share non-public, confidential or proprietary information

• Consider how photos with a WPX logo will reflect on the company—including

photos of employees wearing WPX shirts—even if the event occurred during

off-hours

• Respect all laws including copyright, fair use and financial disclosure laws

• Do not publicly refer to a specific customer or contract counterparty,

whether existing or prospective, by name

• Always use smart communication principles when engaging in social

networking activities

• Remember what you share can be instantaneously shared with audiences

beyond your control and can be on display forever

For the complete list of guidelines, read the Social Networking Standard on XSite.

16

#SOCIAL

It’s important that you report any social media abuse immediately to any of

the reporting channels available to you. In addition to your immediate

supervisor, you may contact the next level(s) of management, Human

Resources, Legal, and the Business Ethics Resource Center. You can also

anonymously call the WPX Action Line at 855-346-5042 (toll free) or visit

wpxenergy.ethicspoint.com and click “Make a Report.”

LEARN MORE:

XSite > Policies > Human Resources > Social Networking Standard

XSite > Policies > Human Resources > Harassment

XSite > Policies > Communications > Public Relations & Disclosure of

Information Policy

When I post something on social

media, should I state that I work

for WPX Energy? If you are

discussing company-related

information or issues, you must

clearly identify yourself as an

employee. In addition, it’s important

to communicate that the content of

your post is yours and does not

reflect the company’s views. You can

simply state: “The views expressed

here are mine and do not necessarily

reflect the views of my company.”

Additionally, NEVER post non-public

confidential or proprietary

information.

MEDIA 17

We want to make a difference in our communities and in our

industry. Our Values state that as employees, we should be

involved and actively support worthy causes at the local level,

openly engage with our stakeholders and be active in the

arenas that shape our ability to do business. Reaching out to

build these relationships is important to the growth of WPX

and is key in our path moving forward.

Our Community.

INSPIRED. We’re optimistic about our

company’s potential and

the importance of energy in

everyday life. That’s why

we’re compelled to seize

opportunities, explore

new areas and find ways to

make our business safer,

stronger and more

efficient. We won’t settle

for status quo.

INVOLVED. We want to be difference-makers

in our communities and in our

industry—people who support

worthy causes, openly engage

with our stakeholders and are

active in the arenas that shape

our ability to do business.

Reaching out to build

relationships and trust is

important to us.

DETERMINED. We are driven by our desire to be

excellent operators. Safety must be

second nature to us—part of our DNA. We

will champion a proactive safety culture

and work to continuously improve the

structure that helps make it happen. Our

personal safety and the public’s safety

depend on it.

18

DISCIPLINED. Our financial position is the

foundation of our ability to execute

our objectives and produce

desirable results and returns. We

will watch our cash, costs,

capital expenses and

commodity prices closely—

being agile enough to adjust

our plans accordingly.

COMMITTED. We’re passionate about what we

do and how we do it. Our can-

do attitude comes from our

integrity and work ethic. We

embrace the need to work hard,

to follow the rules that govern

our business and to protect the

environment. If we should miss

the mark, we’ll learn from it.

CONNECTED. We’re a part of something here. We

want WPX to be a fun place to

work, where it feels like family. We

believe in each other and we enjoy

working together. We recognize,

respect and value the variety of

talent, background and

experience that each person

brings to the table.

19

We have a piece of equipment

we no longer use. The local

university can use it for teaching

purposes. How can we donate

this? Contact Community Affairs at

WPXCommunityAffairs@wpxener

gy. com for approval. They will

evaluate any request for an in-kind

donation to ensure any donation is

done within company guidelines.

Several of my co-workers and I

strongly support a certain

political candidate. May we work

together to support this

candidate? Of course, WPX

encourages participation in the

political process. However, you

may not use company funds,

equipment or materials to support

the candidate, claim to represent

the company’s opinions or views of

a candidate or issue or engage in

individual political activities while

you are on the job. Also, employees

will not be reimbursed for an

individual political contribution or

any other personal political

expenditure.

COMMITMENT TO OUR COMMUNITIES

Each year, WPX invests more than $1 million in our communities through

our charitable giving. Hundreds of non-profit organizations benefit from

our generosity and employee involvement.

In fact, roughly 75% of our corporate giving is directly driven by employee

pledges, their personal giving, their passionate recommendations and

their civic involvement.

Our primary means of charitable support is our Matching Gifts Program.

WPX matches employee donations of at least $25 dollar-for-dollar up to

$10,000 per employee per year.

WPX also supports employee-led campaigns to raise funds and awareness

for organizations such as the Komen Race for the Cure, Heart Walk, United

Way chapters, food banks, Reading Partners and the SPCA.

WPX charitable endeavors are designed to:

• Promote WPX’s public reputation

• Enhance employee engagement

• Provide employees with development opportunities

• Support relationships with professional organizations

• Further the company’s recruiting efforts

Any questions or requests related to WPX’s community involvement

should be directed to WPXCommunityAffairs@wpxenergy.com.

LEARN MORE:

XSite > Policies > Community > Charitable Contributions Standard

XSite > Community > Charitable Giving

XSite > Community > Charitable Giving > Matching Gifts Program

CORPORATE CONTRIBUTIONS In the United States, no company funds can be contributed to candidates

for federal office or to committees formed to support candidates. Some

states and foreign countries permit political contributions by corporations,

and, as permitted, WPX may make contributions. At WPX, we prefer to

make political expenditures directly rather than through third party groups.

When WPX does not exercise direct control over these expenditures, the

company will monitor the use of its dues or payments to other

organizations for political purposes to ensure consistency with company

policies, practices, values and long-term interests.

20

POLITICAL CONTRIBUTIONS Public policy decisions affect our business and it is in the best interest of the

company, employees and shareholders that WPX be engaged in the

political process. The company engages in the political process through the

activities of our political action committee (WPX PAC); corporate

contributions, where allowed by law; and by engaging in public policy

debates on the issues affecting the company.

Laws governing political contributions are complex and vary in each state

and at the federal level. WPX has guidelines governing direct and indirect

contributions, which include prior written approval by the company’s

executive leadership team. The company’s political spending will reflect the

interests of WPX and not those of individual officers or directors. Employees

will not be reimbursed for their contributions or any other personal political

expenditures.

The use of company funds or assets for political purposes must be approved

by the Director of Government and Public Affairs which, among other things,

will obtain Legal department confirmation that the proposed use is

permissible under federal, state or other applicable law and WPX PAC

Bylaws.

PAC: POLITICAL ACTION COMMITTEE In accordance with applicable laws and regulations, WPX has established a

political action committee. Employee participation in the WPX PAC is strictly

voluntary, and employees have the right not to participate without fear of

retaliation or reprisal. The company will not pressure or coerce employees to

make personal expenditures in support of the WPX PAC or take any

retaliatory action against employees who do not, nor will the company favor

those who choose to participate.

A WPX PAC contribution will never be made with the expectation of a

returned favor or in recognition of a favor. Contributions to the WPX PAC are

subject to applicable laws and WPX guidelines.

LEARN MORE:

XSite > Policies > Legal > WPX PAC Policy

Can I wear a shirt or hat with a WPX

logo on it while campaigning?

Wearing a WPX logo on your clothing

could imply that the company stands

behind the person or cause you are

promoting. While every employee has

a right to express his or her personal

opinion, do not wear anything with a

WPX logo while campaigning to avoid

appearing to reflect the views of the

company.

21

Our Values clearly state that we are

compelled to seize opportunities, explore

new areas and find ways to make our

business safer, stronger and more efficient.

This often requires us to work closely with our

partners. While doing so, we must make sure

we are being transparent and compliant

with our policies and values.

Our Marketplace.

INSPIRED. We’re o p t i m i s t i c a b o u t

o u r company’s p o t e n t i a l

a n d the importance of

energy in everyday life. That’s

why we’re compelled to seize

opportunities, explore new

areas and find ways to make

our business safer, stronger

and more efficient. We won’t

settle for status quo.

INVOLVED. We want to be difference-makers

in our communities and in our

industry—people who support

worthy causes, openly engage

with our stakeholders and are

active in the arenas that shape our

ability to do business. Reaching

out to build relationships and trust

is important to us.

DETERMINED. We are driven by our desire to be excellent

operators. Safety must be second nature to

us—part of our DNA. We will champion a

proactive safety culture and work to

continuously improve the structure that

helps make it happen. Our personal

safety and the public’s safety depend

on it.

22

DISCIPLINED. Our financial position is the

foundation of our ability to execute

our objectives and produce

desirable results and returns. We

will watch our cash, costs, capital

expenses and commodity prices

closely—being agile enough to

adjust our plans accordingly.

COMMITTED. We’re passionate about what we do

and how we do it. Our can-do

attitude comes from our

integrity and work ethic. We

embrace the need to work hard,

to follow the rules that govern

our business and to protect the

environment. If we should miss

the mark, we’ll learn from it.

CONNECTED. We’re a part of something here.

We want WPX to be a fun place

to work, where it feels like

family. We believe in each other

and we enjoy working together.

We recognize, respect and value the

variety of talent, background and

experience that each person brings

to the table.

23

I am thinking about starting my

own outside business to bring in

some extra income. Would this

be a conflict of interest? Not necessarily. If it will not compete with WPX, interfere with your work hours, reflect negatively on WPX or affect your ability to do your job, it should not be an issue. However, it is unacceptable to use any company equipment including computers, copy machines and telephones for your new business. Before launching the business, talk with your supervisor for approval and to discuss any concerns he or she might have.

Should I be concerned if I have a

relative who works for one of

WPX’s competitors or suppliers?

There is nothing necessarily wrong with relatives working for competitors or suppliers. However, you should disclose the information to avoid any perception of a conflict and to ensure safeguards are put into place. (For example, there should be no discussion of sensitive information.) If you sense a potential conflict, discuss it with your supervisor.

24

CONFLICT OF INTEREST WPX employees should never use company property/information or their

position with WPX for personal gain, or in a manner that competes with,

disadvantages or diverts business opportunities away from WPX.

WPX employees must also avoid or disclose any activity that may interfere,

or have the appearance of interfering, with their responsibilities to the

company. If an employee cannot avoid an activity that may cause a

conflict of interest, it should immediately be disclosed to his or her

supervisor. The employee and supervisor are responsible for establishing

and monitoring procedures to make sure WPX is not disadvantaged.

Although not a complete list, the following examples highlight some

potential conflicts of interest:

1. CORPORATE OPPORTUNITIES

Each of us has a duty to advance the company’s legitimate interests

when the opportunity to do so arises. We should not use company

property, information or our position for personal gain, or in a manner that

competes with, disadvantages, or diverts business opportunities away

from WPX Energy.

2. OUTSIDE EMPLOYMENT

WPX employees may work outside of the company as long as it does not

interfere with their job responsibilities. However, employees must get

supervisory approval before starting work for a competitor, customer or

supplier.

3. FINANCIAL/PERSONAL INTERESTS

If a WPX employee, close relative or associate has a financial stake in a

company that does business with or is a competitor of WPX, the employee

should fully disclose the situation to his or her supervisor.

The following situations require written disclosure/management approval:

• Related party interest – a business deal or arrangement that involves a

WPX employee/contractor and an outside party who are joined by a

special relationship prior to the deal or arrangement (e.g., relative,

business associate, financial interest).

• Mineral/surface interests – business interests owned by an employee or

close relative in oil and natural gas leases, royalties or mining interests

whether acquired directly, indirectly or as a gift (inheritances are

exempt).

WPX prohibits the following:

• Employee participation in directed share (sometimes known as friends

and family) programs offered by other businesses that have dealings

with WPX

• External compensation, either direct or indirect, to employees who

represent WPX on advisory boards of key vendors or industry groups.

4. GIFTS AND ENTERTAINMENT

Gifts and entertainment can help build strong relationships with our

business partners. However, employees, their relatives and associates must

not offer or accept gifts or entertainment designed to influence the

recipient’s decision- making. Acceptance of a gift that is more than

nominal value must have supervisor’s approval using the Business Gift

Disclosure Form. There is no substitute for good judgment in this situation. If

you are concerned, err on the side of caution. If there is any doubt as to

the intent, don’t offer or accept.

5. GIFTS TO GOVERNMENT EMPLOYEES

There are very strict, and often complex, rules about gifts to federal, state,

county and other governmental employees, including state legislators

and staff. In some cases, gifts to government employees are completely

banned.

It is the responsibility of all WPX employees to know the rules that regulate

this conduct, that there are penalties for non-compliance and that full

compliance is expected. WPX employees cannot give any gifts to a

government employee that would cause that employee to violate any

applicable law pertaining to gifts. Approval is not required for gifts to

family members who are government employees.

To avoid potential problems, WPX employees must receive prior written

approval from their supervisor and the director of Ethics and Compliance

before giving a gift to any legislator or government employee (whether

federal, state, county, local or otherwise). This approval requirement

applies even if the recipient agrees to reimburse WPX or the employee.

View the Gift Policy Pertaining to Government Employees for additional

guidance.

LEARN MORE:

XSite > Policies > Legal > Conflict of Interest

XSite > Policies > Legal > Gift Policy Pertaining to Government

Employees

Xsite > Ethics & Compliance > Business Gift Disclosure Form

Xsite > Policies > Legal > Conflict of Interest Disclosure and Authorization

Form for Employees

A WPX officer is thinking about

taking a potential customer to an

exclusive resort. Would this be

acceptable? If the purpose of this

activity is to build a good working

relationship, then it could be

acceptable. However, it would be

against company policy if (1) it was

offered in return for securing

business or (2) it was an attempt to

compromise the potential

customer’s ability to make objective

and fair decisions.

A vendor sent me a golf shirt and

sleeve of balls as a gift. Is it

within the WPX policy to keep

them? If the gift was not intended

to influence your decision-making,

the size of this gift is within

reasonable boundaries and would

not violate WPX policy. Your

instincts may often tell you when a

gift is too lavish. You should ask

yourself whether the gift is lavish to

you personally and whether it

would appear excessive to others.

We’re going to have someone

from the Bureau of Land

Management with us in the field.

Can we provide lunch? Contact

your supervisor and the director of

Ethics and Compliance at 539-573-

7459 to get written approval before

providing lunch. The BERC will

advise you of any special limits that

apply to the value of the lunch. In

fact, prior to providing lunch or any

“gift” to a government employee,

contact your supervisor and the

BERC office for approval.

25

I will be attending a trade

association meeting next month,

and I am curious about our chances

for receiving a contract. I would

like to discuss this with other

bidders who will be there.

Is that all right? No. Don’t start or

participate in a conversation like this.

You should never discuss bids, terms

of contracts or similar sensitive,

confidential, internal business

information with competitors. This

might give others an unfair

advantage or create an antitrust

problem.

A customer asked me for an honest

opinion about one of our

competitors. What should I do? The

best option is to simply decline to

respond to the question. If you feel

compelled to respond, you must

answer the question with a truthful,

factual response. However, you do

not need to divulge everything you

know about the competitor. The

most important thing is to avoid any

false representations about

competitors. Making false,

inaccurate, deceptive or disparaging

remarks or comparisons about a

competitor’s product or service goes

against WPX values and could be a

violation of antitrust laws or legal

obligations to avoid deceptive trade

practices.

ANTITRUST At WPX, we believe that fair competition and a free enterprise system

serves the best interest of the company and its shareholders. Antitrust

laws promote competition and prohibit unreasonable restraints of

trade or discriminatory trade practices. The following are examples of

practices that may be illegal:

• Creation of a monopoly or attempts to create a monopoly

• Agreements among competitors to fix prices, divide markets,

allocate customers or limit the quality or production of

products

• Price discrimination and other predatory trade practices

LEARN MORE:

XSite > Policies > Legal > Antitrust Policy Compliance Manual

INSIDER TRADING WPX recognizes the importance of a strong and healthy securities

market. To ensure such markets, and to prevent the misappropriation of

a company’s confidential information, it is illegal to buy or sell securities if

you have material information, which has not been made public (inside

information). This includes, but is not limited to, company earnings,

acquisitions or divestitures, new products or services and changes in

strategy.

This applies to WPX securities and the securities of other companies

involved with WPX in a significant transaction. Whenever WPX is

negotiating an acquisition, employees should not buy or sell equity

securities of WPX or the to-be-acquired entity. This includes “tipping” others

about non-public information.

The WPX Insider Trading Policy states: Information should not be

considered public until the opening of the second day of trading after

the information is released. For example, if you are aware of material

non-public information relating to certain WPX Securities, and the

company issues a press release on Monday disclosing that information,

you should not trade in those securities until Wednesday.

LEARN MORE: XSite > Policies > Legal > Prohibiting Insider Trading Policy

26

PUBLIC DISCLOSURES WPX will comply with all public disclosure laws and regulations, including

the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002.

Employees involved in any aspect of preparing and/or certifying to a

public disclosure must ensure that all company reports, documents and

other public communications are fair, accurate, timely and

understandable.

COMMERCIAL BRIBERY At WPX, we consider our reputation of integrity to be one of our most

valuable assets. We seek fair and honest business relationships with all of

our stakeholders. WPX employees will not offer or accept bribes,

kickbacks or other payoffs. This includes:

• Payment or receipt of money, gifts, loans or other favors that may

compromise the ability to make objective and fair business decisions

• Payment or receipt of kickbacks for obtaining business

• Payment of bribes to government officials to obtain favorable

treatment

I saw a document on the printer that stated WPX is getting ready to buy

another company. My parents are getting ready to make a stock purchase.

Can I recommended that they invest in WPX without giving them any

details? You have insider knowledge and giving anyone a non-public tip to

invest in WPX could result in both you and your family being charged with

insider trading.

A vendor has invited me on a fishing trip and offered to fly me to the

location. Is it within the WPX policy to accept? Your supervisor must

approve any gifts that are more than nominal. If you are in a decision-making

role over this vendor, it could create a conflict of interest, or the appearance of

a conflict of interest, for you to accept. Get your supervisor’s approval and

complete and submit the Business Gift Disclosure Form before accepting. Your

supervisor should also reference any controls that are in place to ensure that

WPX is not competitively disadvantaged.

We will be attending a foreign trade show and have shipped our displays

from the United States. I’m told it is customary in this country to pay $100

to speed up processing of a customs document. Would this be OK? In some

foreign cultures, it is customary and necessary to make payments called

“facilitating payments.” These payments are for expediting routine

governmental actions such as obtaining a permit or visa. In some cases, these

payments may be illegal or improper. Before making such a payment, consult

first with the Legal department.

My family and friends often ask me

about WPX and whether they

should buy stock. If I tell them

what I know and suggest they buy

WPX stock, would that be a

problem? Yes. The rules of “inside”

information apply whether you buy

or sell stock yourself or give

information to someone else. You

should never recommend that

anyone buy or sell WPX stock. If

another person buys or sells stock

based on non-public “tips” provided

by you, both of you could be held

liable for violation of federal

securities laws.

How do I know whether I am aware

of material, non-public

information about the company?

Information is material if a

reasonable investor would consider it

important in deciding whether to

buy, sell or hold stock. For example,

material information could include:

• Unpublished financial results

• News of a pending or proposed

company transaction

• Significant changes in expansion

plans

• Projections of future earnings or

losses

• News of a significant purchase or

sale of assets

• Changes in dividend policies

• Changes in senior management

• New major contracts

27

I am working on a service

agreement for a customer.

The customer has a very tight

schedule and my supervisor

told me to commit to a

delivery date I know we can’t

make. Is this fraud? Yes, this

constitutes fraud. If you

misrepresent a material fact to

a customer who relies on that

information to enter into a

contract, you may commit

fraud. This could be a violation

of both civil law and company

policy. You might be held liable

as the agent of the company,

and WPX might be found to be

liable for putting you in a

position to commit fraud.

WPX’s practice is to only

retain an employee’s emails

for 60 days and then delete.

However, a legal hold may be

issued and supersede this

practice. I want to be

compliant, but can I delete

any personal email from the

emails being retained? If you

believe you have emails of a

purely personal nature that are

not relevant to the legal hold,

please consult with the WPX

attorney on the matter to

ensure compliance prior to

deleting the emails. Legal can

then be sure it is properly

documented why some emails

were deleted, if appropriate.

FRAUDULENT CONDUCT WPX conducts its business dealings in an honest manner and will not

intentionally deceive or defraud another party. All company information

provided to any person or entity must be free from deliberate

misrepresentation.

LEARN MORE:

XSite > Policies > Human Resources > Social Networking Standard

XSite > Policies > Human Resources > Harassment

XSite > Policies > Communications > Public Relations & Disclosure of

Information Policy

OBSTRUCTION OF JUSTICE At WPX, we recognize the importance and benefits of a properly

functioning justice system. WPX employees will not interfere with or

obstruct the operation of any legal or governmental system. This

includes:

• Obeying legal and governmental mandates

• Not tampering with or illegally influencing a witness in any legal or

governmental proceeding

• Complying with WPX’s document retention policies, legal holds, and

not destroying any records with the intent to impede or obstruct an

investigation

28

WPX strives every day to build value for our shareholders.

They have placed trust in our company and, as Our Values

state, we are committed to following the rules that govern

our business. The leadership at WPX also understands that

our financial position is the foundation of our ability to

execute our objectives and produce desirable results and

returns.

Our Shareholders.

INSPIRED. We’re optimistic about our

company’s potential and the

importance of energy in

everyday life. That’s why

we’re compelled to seize

opportunities, explore new

areas and find ways to make

our business safer, stronger

and more efficient. We

won’t settle for status quo.

INVOLVED. We want to be difference-makers

in our communities and in our

industry—people who support

worthy causes, openly engage

with our stakeholders and are

active in the arenas that shape

our ability to do business.

Reaching out to build relationships

and trust is important to us.

DETERMINED. We are driven by our desire to be excellent

operators. Safety must be second nature

to us—part of our DNA. We will champion a

proactive safety culture and work to

continuously improve the structure that

helps make it happen. Our personal safety

and the public’s safety depend on it.

29

DISCIPLINED. Our financial position is the

foundation of our ability to

execute our objectives and

produce desirable results and

returns. We will watch our cash,

costs, capital expenses and

commodity prices closely—being

agile enough to adjust our plans

accordingly.

COMMITTED. We’re passionate about what we

do and how we do it. Our can-do

attitude comes from our integrity

and work ethic. We embrace the

need to work hard, to follow the

rules that govern our business and

to protect the environment. If we

should miss the mark, we’ll learn

from it.

CONNECTED. We’re a part of something here.

We want WPX to be a fun place to

work, where it feels like family. We

believe in each other and we enjoy

working together. We recognize,

respect and value the variety of

talent, background and experience

that each person brings to the

table.

30

If a supplier inadvertently

leaves a document in my office

that is related to a

competitor’s product, can I

keep or make a copy of the

document and share it with

others to benefit WPX? No, the document may be confidential and reviewing it would violate our policy and may lead to a lawsuit. If you discover a document like this, immediately discuss the situation with your supervisor and the Legal department.

PROTECTING COMPANY ASSETS How we use and care for our company assets can directly affect our

financial success. In general, WPX employees may not take, loan, donate,

sell, damage or use company assets for non-corporate purposes unless

specifically authorized. However, occasional personal use of certain

company equipment (i.e., personal telephone calls, facsimiles, emails,

Internet access, text messages) is permissible if done within reason and

without conflicting with company business or policies.

RECORDS, INFORMATION MANAGEMENT AND CONFIDENTIAL INFORMATION WPX will comply with all applicable laws and regulatory guidelines related

to protecting and managing our records and information. By following all

records and information management policies, processes and procedures,

WPX employees will help ensure the right information is retained for the

right amount of time, can be easily accessed and then destroyed when no

longer needed.

RECORDING OF FUNDS, ASSETS, ETC. The proper management and recording of company funds, assets,

liabilities and business transactions is critical for supporting WPX’s day-to-

day operations. The company will maintain books and records, which

reflect actual transactions and conform to generally acceptable

accounting principles. WPX employees will support this effort by following

established internal controls and procedures.

LEARN MORE: XSite > Policies > Finance & Accounting

INTELLECTUAL PROPERTY The ideas, concepts and other information we produce are important

assets to WPX. This “intellectual property” is central in developing new

products and attracting new business opportunities. Examples of

intellectual property

include patents, trademarks, copyrights and trade secrets. WPX employees

are responsible for protecting the company’s intellectual property and

providing the same respect toward the intellectual property of others.

LEARN MORE: XSite > Policies > Business Processes > Records & Information

Management Policy

XSite > Policies > Information Technology > Data Classification and

Protection Standards

XSite > Policies > Human Resources > Privacy (Employee)

XSite > Policies > Human Resources > Privacy Policy (Personal Information)

XSite > Policies > Human Resources > Privacy (Company Property and

Equipment)

31

WPX will not tolerate any retaliation against any employee who reports a suspected violation in good faith.

32

RESOURCES FOR MORE INFORMATION AND HELP

WPX COMPLIANCE PROGRAM DESCRIPTION This Code is just one part of WPX’s Ethics & Compliance Program, which was

established to: (a) effectively communicate the company’s business conduct

expectations to all employees and (b) provide the necessary means to help

prevent, detect and report violations of law and company policy. Other major

components of this program include Our Values, company policies/

procedures/practices, and annual compliance training.

CONSEQUENCES OF VIOLATING THE CODE OF CONDUCT Employees who violate the law, WPX Energy’s Code of Business Conduct, or

any company policy, will be subject to disciplinary action up to and including

termination. Violations of law may be referred to law enforcement authorities

for prosecution.

CONTACT INFORMATION If you have any questions or concerns regarding the company’s Ethics &

Compliance Program, please contact the Business Ethics Resource Center:

By Phone

Call 539-573-7459

Action Line

Call 855-346-5042

Visit wpxenergy.ethicspoint.com

In Person

38th floor of The BOK Tower

By Mail

WPX Energy

3500 One Williams Center Tulsa, OK 74172

Attn: Business Ethics Resource Center, MD 38

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DO WHAT’S RIGHT, REPORT WHAT’S WRONG You make decisions every day as part of your job. Some are easy and some are

routine. Others cause you to stop and think: What should I do? Who do I need

to notify?

At WPX Energy, doing the right thing is part of who we are. Our Values foster

an unwavering expectation that we will act with integrity, and the Code of

Business Conduct provides specific direction and examples to help put those

values into action.

This Code gives you the answers you need to make decisions that support Our

Values. Keep it as a reference for when you find yourself searching for the right

answer.

There is a right way to do business.

Sherry Nelson Director, Ethics and Compliance

539-573-7459

sherry.nelson@wpxenergy.com

HOW TO REPORT AN ETHICS VIOLATION OR CONCERN

• Notify your supervisor, next-level supervisor or vice president

• Notify your HR business partner

• Call the Business Ethics Resource Center at 539-573-7459

• Call the WPX Action Line at 855-346-5042

• Report it online at wpxenergy.ethicspoint.com

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®

© WPX Energy 2014. All Rights Reserved.

07-31-2018