INSPIRED. DETERMINED. CODE OF BUSINESS CONDUCT … · business. The WPX Code of Business Conduct outlines how to implement Our Values and gives examples of what this behavior looks

INSPIRED.INVOLVED.DETERMINED.

DISCIPLINED.COMMITTED.CONNECTED.

CODE OF BUSINESS CONDUCT ®

FIRSTandFOREMOST

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

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 > Retaliation Reporting

DO WHAT’S RIGHT, REPORT WHAT’S WRONG.

RETALIATION IS NOT TOLERATED.

®

FIRSTandFOREMOST

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 Social Media 16

OUR COMMUNITIES 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 Foreign Business Dealings 29

OUR SHAREHOLDERS 30 Protecting Company Assets 32 Records, Information Management 32 & Confidential Information Recording of Funds, Assets, Etc. 32 Intellectual Property 32

RESOURCES FOR MORE INFO AND HELP 34 WPX Compliance Program Description 34 Consequences of Violating the Code of Conduct 34 Contact Information 34 How to Report an Ethical Violation or Concern 35

DO WHAT’S RIGHT, REPORT WHAT’S WRONG.

RETALIATION IS NOT TOLERATED.

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.”

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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 President and Chief Executive OfficerWPX 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.

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.

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IT’S THE WAY WE DO BUSINESS WPX Energy specializes in the business of producing energy – natural gas, natural gas liquids and oil – 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.

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.

RESPONSIBILITY

RESPONSIBILITY

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.

APPLICABILITYThis 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 Financial Officer and its Chief Accounting Officer and Controller. 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 issues7

RESPONSIBILITY TO REPORT

QUICK ETHICS CHECKIf 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?

SEEK GUIDANCEIf 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.

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 circumstances. 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.

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ACCOUNTING/AUDITING CONCERNSThe 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• 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 > Retaliation Reporting

What should I do if something doesn’t seem right, but I’m afraid to report it because I worry about retaliation against me?If something doesn’t seem right and you believe someone is violating the law, this Code of Business Conduct, or any company policy, you have the responsibility to promptly report it. We encourage you to ask questions and report your concerns to your leader or any of the reporting channels. Don’t forget you can 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.” Both of these options are available 24/7.

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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.

INSPIRED. DETERMINED.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.

Our Workplace.INVOLVED.

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.

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.

10

DETERMINED.

Our Workplace.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.

COMMITTED.DISCIPLINED. 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.

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.

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EQUAL OPPORTUNITY, AFFIRMATIVE ACTION AND DIVERSITY & INCLUSIONWPX has a strong commitment to equal opportunity, affirmative action and diversity. 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

HARASSMENTRespecting 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; Environmental, Health & Safety; 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.

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 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.

Please note, if there is immediate danger to life or property you should call authorities immediately. 12

PROTECTIVE ORDERSIf 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 ABUSEWhen 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 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 > Xfactor > Benefits > Medical > Employee Assistance Program

XSite > Policies > Human Resources > Drug and Alcohol Policy

XSite > Policies > Human Resources > Authorization for Alcohol to be Served or Available to Employees on Company Premises or at Company-Sponsored Events

Marijuana is legal in the state where I live and work. If I am tested and my marijuana use shows up in my results, is it a problem? Yes, even though some state laws allow the use of marijuana, its use is against federal law. It is also a violation of WPX policy to be under the influence of illegal drugs while on duty or WPX property. If your results show you have used marijuana in violation of law or policy, you will be subject to disciplinary action up to and including termination of employment.

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.

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HEALTH, SAFETY AND THE ENVIRONMENTWe 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 INFORMATIONMuch 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 the 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 > Business Processes > Hard Copy Records Management > Data Classification and Protection Standards

XSite > Policies > Human Resources > Privacy (Employee)

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

XSite > Policies > Human Resources > Privacy Standard

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

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 Environmental, Health & Safety group are also available for consultation as needed.

If I find some documents left in a conference room by a customer during a meeting and labeled as confidential, 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.

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EMPLOYEE PRIVACYWe 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)




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

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 epiXenterHR.

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.

DO NOT RECORD. 15

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, Pinterest and Twitter, but also to other platforms you may not think of as social media. Platforms such as YouTube™, Flickr™, blogs and wikis 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 epiXenter 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.

During a meeting, my supervisor tweeted something inappropriate about one of my colleagues. What should I do? You should discuss the situation with your supervisor’s boss or your HR business partner. You can also 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.”

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 External Affairs in advance.

#SOCIALMEDIA16

It’s important that you report any social media abuse immediately. There are a number of 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 also can 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 > 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.”

#SOCIALMEDIA17

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. DETERMINED.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 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.


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Our Community. DETERMINED. 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.



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COMMITMENT TO OUR COMMUNITIES The WPX community impact plan is built on our mission to be an excellent neighbor. The company wants to create meaningful social advancements in the communities where employees live and work. You are encouraged to get involved in your local community to volunteer, donate money and serve on boards for non-profit organizations.

To deliver on WPX’s commitment to provide valuable, measurable and sustainable community support where employees live, and where the company operates, WPX’s strategic community giving focuses on three primary areas:

• Education: WPX invests in K-12 and college education to strengthen

communities and develop a diverse pipeline of future employees.• Youth Service Organizations: WPX works side-by-side with various youth-

service organizations to provide much-needed assistance to children and youth in our communities.

• Asset Community Grants: WPX cares about protecting the communities where we operate. WPX invests in local fire, police, hospitals and emergency providers, as well as funding community infrastructure in our field locations.

In addition to the support WPX gives communities, all employees are encouraged to use the WPX Matching Gift program, which is designed to double your gift to non-profit organizations. Eligibility requirements and giving guidelines are available on the WPX intranet. All matching gift requests must follow the guidelines to be accepted. Violations of the guidelines will be reported.

Any questions or requests related to WPX’s community involvement should be directed to [email protected].

Learn more: XSite > Policies > Community > Charitable Contributions Standards

XSite > Xfactor > Community > Charitable Giving

XSite > Xfactor > Community > Charitable Giving > Matching Gifts

CORPORATE CONTRIBUTIONSIn 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.

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 [email protected] 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.

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POLITICAL CONTRIBUTIONSPublic 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 through the Government Affairs department which, among other things, will obtain Legal department confirmation that the proposed use is permissible under federal, state or other applicable law.

Learn more: XSite > Policies > Communications > Charitable Contributions Standard

PAC: POLITICAL ACTION COMMITTEEIn 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 written guidelines.

Learn more: XSite > Policies > Legal > WPX PAC Policy

XSite > Policies > Legal > WPX PAC Advisory Board Standard

XSite > Policies > Legal > WPX PAC Solicitation Standard

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.

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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. DETERMINED.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.



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Our Marketplace. DETERMINED. CONNECTED.




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CONFLICT OF INTEREST WPX employees should never use company property/information or their position with the company 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 OPPORTUNITIESEach 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 EMPLOYMENTWPX 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 INTERESTSIf 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

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.

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4. GIFTS AND ENTERTAINMENTGifts 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. 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 EMPLOYEESThere 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.

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

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 major to you personally and whether it would appear major 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.

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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 > Insider Trading

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.

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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

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 sale of assets• Changes in dividend policies• Changes in senior management• New major contracts

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 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.

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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 > Communications > Public Relations & Disclosure of Information Policy

OBSTRUCTION OF JUSTICEAt 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

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.

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FOREIGN BUSINESS DEALINGS WPX employees must be aware of and comply with international laws affecting our business. One of the most significant laws in this area is the Foreign Corrupt Practices Act, which makes it illegal to get or keep business by making improper payments to foreign officials, political parties and governments. The act also requires significant accounting practices to deter the creation of slush funds to finance illegal payments.

Occasionally, certain foreign government officials refuse to perform their ordinary duties without a small payment. In some situations, a delay in their performance may affect WPX’s regular operations, and if allowed by law, officers of the company may authorize “facilitating payments” in small amounts to these officials. Because the laws and interpretations of each foreign country are complex, legal counsel must be consulted before any payments are made.

We need some permits to conduct business in South America. I’m told it is customary to make a payment to speed up the processing of our paperwork. Is this okay? Possibly, but in some cases, these payments may be illegal or improper. The Foreign Corrupt Practices Act draws a distinction between bribery and facilitating payments. Some facilitating payments may be permissible under the FCPA but may still violate local laws. The primary distinction is that facilitating payments are made to an official to expedite his or her performance of the duties he or she is already bound to perform. Therefore, payments to foreign officials must be legal under the FCPA and permitted under the written laws of the host country. Before making any payment, you must clear it with WPX’s Legal department.

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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. DETERMINED.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.



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Our Shareholders. DETERMINED. CONNECTED.




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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 INFORMATIONWPX 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 > Knowledge and Records Management Policy

XSite > Policies > Business Processes > Records Management Framework

XSite > Policies > Business Processes > Hard Copy Records Management > Data Classification and Protection Standards

XSite > Policies > Human Resources > Privacy (Employee)




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.

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

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RESOURCES FOR MORE INFORMATION AND HELPWPX 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 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

[email protected]

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. 0714/00166

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