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Transformational Delaware Transaction

Rick Muncrief

President & CEO, WPX Energy

June, 2015

DRAFT: Wednesday, July 1

Major Entry into the Core of the Delaware Basin

Corporate evolution paved path to transaction

A Transformational Transaction | July 2015 2

WHY NOW?

WHY RKI?

Experienced and recognized operational team

Delaware has emerged as a world-class stacked oil play

Management team in place for successful execution

Creates visibility into multi-decade growth

High-quality resource, substantial production and upside

Includes substantial scalable infrastructure

Adds premier drilling inventory

Accelerates portfolio transition

Provides ~30% returns at $60 WTI

RKI ACREAGE

Delaware Basin Map

New Mexico

Texas

Acquisition Overview


New Mexico

Texas

Infrastructure Hub

1 Based on general industry guidelines 2 See table on slide 6 for reconciliation

RKI ACREAGE

Wolfcamp

Bone Spring

Avalon

Delaware Sands

Privately negotiated $2.75B acquisition of RKI

► Expected to close by the end of 3Q’15

► Funded with debt, equity, cash

► Target net debt/EBITDAX ratio of 2x by YE2017

Acquisition value1

► ~$1.1B existing production @ ~$50,000 per flowing barrel

► ~$500MM owned/operated infrastructure in place

► ~$1.15B ~92,000 net acres @ ~$12,500 per acre

~92,000 net acres with 12 prospective zones2

► 670,000+ net prospective acres of stacked pay

► 3,600+ gross risked locations

► ~98% of net acres held by production

~22,000 Boe/d current production

► 53% oil, 16% NGL, 31% natural gas

► Currently operating 4 rigs, ramping to 6 by YE2015

Scalable midstream infrastructure with excess capacity

10

12

14

16

18

20

WPX (2015) Pro Forma (2017)

$/B

oe

Cash Margin Growth

0

20

40

60

80


Oil Growth

0

1

2

3

4

5


$/S

har

e

CFPS Growth

Announced or Completed $1.5B of Transactions

Past Execution Set the Path for Transformational Transaction


Positioned Organization for Success

□ Realigned organization

□ Right-sized staffing level

□ Established a winning culture

□ Attracted top talent

✓ ✓ ✓

Stronger Balance Sheet

□ Renegotiated revolver □ Reduced costs across the board □ Executed strong hedges for 2015-16 ✓ ✓

□ Monetized Piceance working interest to an MLP □ Executed Trail Ridge drilling carry □ Added San Juan Gallup acreage □ Monetized transport/acreage in NE PA □ Monetized international assets (Apco) □ Monetized firm New York transport □ Marketing Powder River Basin □ Marketing remaining Marcellus acreage

✓

✓ ✓

✓

✓

✓ ✓ ✓ ✓

✓

Proven Execution over Past Year Continued Execution

MM

bl/

d

1 Standalone WPX Estimated Full Year 2015 2 2015: CFFO $770MM, share count: 206MM 2017: CFFO $1.4B, share count 301MM

1

1

1

2

Capacity to Accelerate Drilling Activity

5 A Transformational Transaction | July 2015

Combination Creates Long-Term Shareholder Value

Technology and Marketing Expertise

Management Team with Permian Experience

Proven Developer of Large-Scale Resources

Decades of Inventory in the Delaware Basin

Proven Permian Operator

Recognized and Experienced Team

Critical Infrastructure with Excess Capacity

ASSETS

VALUE

PEOPLE

Formation Net Prospective

Acres Average

Working Interest Gross Risked

Locations Assumed Spacing

Delaware Vertical Bell Canyon 65,000 90% - 40

Delaware Vertical Cherry Canyon 65,000 90% 170 40

Delaware Vertical Brushy Canyon 51,000 90% 750 40

Delaware Horizontal 14,000 90% 100 160

Upper Avalon 56,000 56% 330 160

Lower Avalon 56,000 56% 220 160

1st Bone Spring 56,000 56% 530 160

2nd Bone Spring 56,000 56% 530 160

3rd Bone Spring 56,000 56% 220 160

Wolfcamp A 49,000 74% 370 80

Wolfcamp B 49,000 74% - -

Wolfcamp C 49,000 74% 200 160

Wolfcamp D 49,000 74% 200 160

Total 670,000+ 3,600+

Delaware Basin: Target-Rich Opportunity


► Decades of drillable locations

► Significant upside potential from downspacing

► Flexibility to prioritize drilling prospects

► 1.1+ billion barrels of equivalent net resource potential, less than 10% developed

Low-risk, high-margin inventory provides valuable upside

Operational Overview Clay Gaspar, Sr. VP Operations and Resource Development

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6

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12

YE2015 2016E 2017E

Ave

rage

Rig

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t

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60

2013A 2014A 2015E 2016E 2017E

An

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)

Delaware Basin Operational Overview and Outlook

8

Strong results today

► Wolfcamp:

► $7.0MM D&C, 670 Mboe EUR

► 2nd Bone Spring:


► Delaware Vertical:


Rapid development plan

► Ramp rig fleet from 4 to 6 by YE2015

► Targeting 11 rigs in 2017

► Initial drilling will focus on the Wolfcamp, Bone Spring and Delaware

► $500MM+ capital program in 2016

Significant upside opportunities

► High intensity completions

► Additional benches

► Downspacing/longer laterals

► Netback improvements

► Multi-well pad development and facility design

Rig Count

Production Growth

A Transformational Transaction | July 2015

9,0

00

’

World-Class Hydrocarbon System

9

Delaware Mountain Group

► 3,000’+ of stacked conventional sands

► 200+ vertical Delaware wells across Stateline position de-risk the play

► Horizontal development remains as upside potential

Avalon Shale

► Thick section of combined Upper and Lower Avalon with greater than 900’ of gross thickness in core of Stateline field

► Large hydrocarbon resource in place

► Both Upper and Lower Avalon have been de-risked by 50 producing wells on Stateline acreage

Bone Spring

► Three benches present

► Over 1,300’ of total gross interval

► Sufficient resource thickness exists to support stacked development

► Production currently established from 1st and 2nd Bone Spring on the acreage position

Wolfcamp

► Four benches present on Stateline acreage

► Total section in excess of 2,000’ thick

► Production currently established from A and C benches on Stateline

► Wolfcamp A de-risked by 29 horizontal wells

Hydrocarbon Pay Indication

WOLFCAMP B

WOLFCAMP C

WOLFCAMP D

CHERRY CANYON

BRUSHY CANYON

AVALON

FIRST BONE SPRING

SECOND BONE SPRING

BELL CANYON

THIRD BONE SPRING

WOLFCAMP A


Strong Well Results Validate Core Position

10

Winkler

Eddy

Culberson

Reeves

Loving

New Mexico

Lea

Texas

Anadarko McKnight 54-1-29 (4,000’ lat.) IP(30): 1.020 bbl/d Avalon

EOG Brown Bear 36 State #701H IP(30): 2,915 Boe/d Wolfcamp

RKI Jackson Unit 019H (4,320’ lat.) IP(30): 1,280 Boe/d 2nd Bone Spring

EOG State Magellan 2H (4,868’ lat.) IP(30): 1,027 Boe/d 2nd Bone Spring

EOG Brown Bear 36 State #502H IP(30): 2,125 Boe/d 2nd Bone Spring

EOG Gemini 2H (4,870’ lat.) IP(30): 1,907 Boe/d 2nd Bone Spring

EOG State Galileo 6H IP(30): 2,252 Boe/d Avalon

RKI Lindsay 10-1H (4,386’ lat.) IP(30): 1,035 Boe/d Lower Avalon

RKI Lindsay 10-8H IP(30): 1,294 Boe/d Wolfcamp

RKI Burton 4 IL Fed Com 1H (4,068’ lat.) IP(30): 1,293 Boe/d Bone Spring

RKI Bunin 4-2H (3,618’ lat.) IP(30): 1,176 Boe/d Wolfcamp A

RKI CBR 44-2H (4,120’ lat.) IP(30): 1,188 Boe/d Wolfcamp A

OXY Goodnight 27 Federal 5H (2,800’ lat.) IP(30): 935 Boe/d Bone Spring

RKI Longview Federal 31-1H IP(30): 1,496 Boe/d 1st Bone Spring

RKI Helios 6 Federal Com 4H IP(30): 891 Boe/d 1st Bone Spring

RKI Pecos State 46-1H ([3,624’ lat.) IP(30): 1,269 Boe/d Avalon

Devon Tomb Raider Fed 1H IP(30): ~1,500 Boe/d Bone Spring

BHP Extinction 57-T1 32 1H (4,695’ lat.) IP(30): 1,279 bbl/d Wolfcamp D

Energen Winchester 57-10 #1H (4,218’ lat.) IP(30): 2,186 Boe/d Wolfcamp B

Legend Anadarko

Apache

BHP

Cimarex

Concho

Devon

EOG

Mewbourne

OXY RKI

Shell

Other Operators

RKI Leasehold

Cimarex Count Fleet 48 State 2H (4,476’ lat.) IP(30): 1,416 Boe/d Wolfcamp B


Infrastructure Capacity in Place for Rapid Development

11

Produced water disposal system

► 174 miles of pipeline

► 200,000 barrels per day of water disposal capacity

► Current disposal: ~90,000 bpd

Fresh water transfer system


► Supports temporary system to D&C new wells

► Significantly reduces well costs

Gas gathering system


► 90 MMcf/d of gas compression capacity

► Current compression: ~40 MMcf/d

Full field accessibility to electrical power

Opportunity to improve netbacks with future oil gathering build out

Future Oil Gathering Pipeline

Fresh Water Pipeline

Gas Gathering Pipeline

Produced Water Disposal

RKI Leasehold


Financial Outlook Kevin Vann, Chief Financial Officer

Transaction Financing Components


Category $MMs

Contractual Equity to RKI Owners1 470

RKI Debt – To Be Refinanced 400

WPX Cash on Hand

300

New Public Equity and Notes/Revolver Debt

1,580

Total Transaction Value2 $2,750

Transaction Financing Components Financing Notes

► RKI existing debt will be refinanced

► Committed financing in place

► Equity issued to public will include mandatory convertible preferred securities

► Capital markets activity is being launched immediately

140MM committed shares 2Excludes transaction costs

Targeting 2x Net Debt to EBITDAX by 2017

14

Several options to reduce leverage

► Significant, attractive midstream infrastructure in place across core basins

► Williston Van Hook gathering system

► San Juan oil, gas and water assets

► Piceance water system

► Evaluate creative options to unlock Piceance Basin value

Rapid underlying cash flow growth

Demonstrated track record of execution

► $1.2B in divestitures since beginning of 2014

► Utilized multiple transactional structures (JVs, asset sales, working interest sales)

► Proactive hedging and credit agreement management


WPX Pro Forma Outlook Through 2017

15

► 100%+ oil growth 2015-2017

► Capital spending in line with EBITDAX in 2017

► Strong hedge program supports 2016 capital budget

► Oil becomes 36% of production mix in 2017

► Additional guidance to be provided during Q2 earnings call

1 2015 has a partial year impact for RKI, assumes September 1st closing 2 Operated rigs only. 2015 based on year-end rig count. 2016-2017 based on annual average

20151 2016 2017

Commodity Price Assumption

Oil $55.00 $62.50 $70.00

Natural Gas $3.00 $3.50 $3.75

Average Annual Rig Count

Delaware 6 8 11

Williston 3 4 5

San Juan 2 2 2

Piceance 1 1 1

Total Rig Count2 12 15 19

Capital Budget ($ in billions) $0.9 - $1.0 $1.3 - $1.5 $1.5 - $1.7

Production (Mboe/d)

Equivalent Production 160 - 165 180 - 190 190 - 210

% oil 22% 30% 36%

EBITDAX ($ in billions) $0.9 - $1.0 $1.1B - $1.2 $1.5 - $1.7

WPX PRO FORMA OUTLOOK


Premier Western Energy Producer

16

PICEANCE BASIN Cash Flow + Resource Potential

• Vertical: Deep inventory (10,000 locations) with infrastructure in place

• Niobrara/Mancos: 15 -20 Tcfe stacked-pay resource potential

• Stable cash flows provide financial flexibility

WILLISTON BASIN High Oil Content with Continuing Growth

• 600+ operated remaining locations, ~85,000 acres

• ~52% production CAGR 1Q’12-1Q’15 (Mboe/d)

• Downspacing, infrastructure, operational efficiencies drive upside

PERMIAN BASIN Deep Inventory of High-Return Locations

• Decades of drillable locations

• Significant upside potential from downspacing and additional prospective horizons

• 670,000+ net prospective acres

SAN JUAN BASIN Oil and Natural Gas Development Opportunities

• Gallup Oil: 400+ locations, ~100,000 acres

• Natural gas: potential for future development opportunities

• Established infrastructure


WPX is an Attractive Investment Opportunity

17

Core Acreage

Deep Oil Inventory

Massive HBP Natural Gas Option

Financing and Delevering Options

WPX holds core acreage in each of its basins

Decades of drilling inventory with ~4,600 quality drillable locations in the Delaware, Williston and San Juan Gallup

Natural gas holdings exposed to growing demand in western markets

Ability to efficiently finance transaction with cash flow growth and deleveraging options

Visibility to Growth High returns drive future production and returns growth


Appendix

Delaware Basin Capital, EUR, Type Curves

19

Wolfcamp A 2nd Bone Spring Delaware Vert.

Product Mix

Oil: 58% Gas: 25% NGL: 17%

Oil: 51% Gas: 26% NGL: 23%

Oil: 61% Gas: 20% NGL: 19%

WI / NRI 75.5% / 57.3% 73.2% / 58.9% 96.7% / 78.2%

D&C ($MM) 7.0 5.5 2.4

EUR (Mboe) 670 550 290

Oil- Initial Rate (BBl/d) 655 712 315

Oil - Initial Eff. Decline (%/yr) 79% 86% 85%

B Factor 1.3 1.3 1.8

Assumptions

400

450

500

550

600

650

700

750

800

4,000 5,000 6,000

EUR

(B

OE)

D&C ($M)

Capital/EUR Sensitivity Curve 2nd Bone Spring

55% ROR 45% ROR 35% ROR 25% ROR

500

550

600

650

700

750

800

850

900

5,000 6,000 7,000 8,000

EUR

(B

OE)

D&C ($M)

Capital/EUR Sensitivity Curve Wolfcamp A

55% ROR 45% ROR 35% ROR 25% ROR

$ per BOE

► LOE: $4.95 ► Operating Taxes: $2.90 ► Oil Netbacks: $7.50

200

250

300

350

400

450

500

1,000 2,000 3,000

EUR

(B

OE)

D&C ($M)

Capital/EUR Sensitivity Curve Delaware Vertical

55% ROR 45% ROR 35% ROR 25% ROR


Note: Based on the outlook pricing assumptions on slide 15.

Reserves Summary


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WPX Energy RKI Pro Forma WPX

Tota

l Pro

ved

Re

serv

es

(MM

bb

ls)

Net Oil (MMbbls)

Net Gas (Bcf)

Net NGL (MMbbls)

Net Boe (MMboe)

PDP 60 2,090 44 452

PUD 71 1,060 27 274

Total Proved 131 3,150 71 727

WPX YE2014

Net Oil (MMbbls)

Net Gas (Bcf)

Net NGL (MMbbls)

Net Boe (MMboe)

PDP 26 123 13 59

PUD 14 91 13 42

Total Proved 40 214 26 102

RKI YE2014

Net Oil (MMbbls)

Net Gas (Bcf)

Net NGL (MMbbls)

Net Boe (MMboe)

PDP 86 2,213 57 512

PUD 85 1,151 40 316

Total Proved 171 3,364 97 828

COMBINED YE2014

33% increase in liquids reserves

NOTE: Due to rounding totals may not foot.

Pro Forma WPX Hedges


Jul - Dec 2015 2016 2017

Volume/Day Average Price Volume/Day Average Price Volume/Day Average Price

Natural Gas (MMBtu)

Fixed Price Swaps 435,929 $4.05 302,132 $3.83 - -

Costless Collars 50,000 $4.00 - $4.50 - - - -

Natural Gas Basis (MMBtu)

MidCon Basis Swaps 20,000 ($0.18) - - - -

Rockies Basis Swaps 280,000 ($0.17) - - - -

San Juan Basis Swaps 107,500 ($0.11) - - - -

SoCal Basis Swaps 50,000 $0.08 - - - -

Crude Oil (bbl)

Fixed Price Swaps 30,872 $85.14 25,049 $62.23 5,554 $65.30

Fixed Price Swaptions1 - - 8,500 $84.27 - -

1 In connection with several natural gas and crude oil swaps, we entered into swaptions with the swap counterparties granting the counterparty the right, but not the obligation, to enter into an underlying swap with us in the future. Note: Table includes RKI Hedges

Updated: July 8th, 2015

Disclaimer

The information contained in this summary has been prepared to assist you in making your own evaluation of the Company and does not purport to contain all of the information you may consider important in deciding whether to invest in shares of the Company’s common stock. In all cases, it is your obligation to conduct your own due diligence. No persons have been authorized to make any representations other than those contained in this communication, if any, and if given or made, such representations should not be considered as authorized. This communication includes and references forward-looking statements, including but not limited to those regarding the proposed transaction between the Company and RKI Exploration & Production, LLC (“RKI”) (the “Transaction”) and the transactions related thereto, the future performance of their businesses, the synergies of the Company and RKI, and similar things. These statements also relate to our business strategy, goals and expectations concerning our market position, future operations, margins and profitability. Forward-looking statements may use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would,” “forecast” and similar terms and phrases to identify forward-looking statements, and include the assumptions that underlie such statements. Although the Company believes the assumptions upon which these forward-looking statements are based are reasonable, there can be no assurance that the results implied or expressed in such forward-looking statements or information or the underlying assumptions will be realized and that actual results of operations or future events will not be materially different from the results implied or expressed in such forward-looking statements or information. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the Transaction in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Transaction, including approval by RKI’s members; the possibility of litigation (including related to the Transaction itself); the Company’s ability to successfully integrate RKI’s operations, technology and employees and realize the expected benefits of the Transaction, on the expected timeline or at all; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined companies’ products, which is subject to many factors, including uncertain global economic and industry conditions, and natural gas and oil prices generally; state and federal environmental, economic, health and safety, energy and other policies and regulations, including those related to climate change and any changes therein, and any legal or regulatory investigations, delays or other factors beyond the control of the Company or RKI; and other risks described in the Company’s SEC filings. The forward-looking statements in this communication speak only as of the date of this communication. Under no circumstances should the inclusion of the forward-looking statements or information be regarded as a representation, undertaking, warranty or prediction by the Company or any other person with respect to the accuracy thereof or the accuracy of the underlying assumptions, or that the Company will achieve or is likely to achieve any particular results. The forward-looking statements or information are made as of the date hereof and the Company disclaims any intent or obligation to update publicly or to revise any of the forward-looking statements or information, whether as a result of new information, future events or otherwise. Recipients are cautioned that forward-looking statements or information are not guarantees of future performance and, accordingly, recipients are expressly cautioned not to put undue reliance on forward-looking statements or information due to the inherent uncertainty therein. Unless otherwise indicated, in this presentation, all reference to RKI, its business or the acquisition give effect to the sale or transfer of RKI’s non-Permian assets.


Reserves Disclaimer

The SEC requires oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, under existing economic conditions, operating methods, and governmental regulations. The SEC permits the optional disclosure of probable and possible reserves. We have elected to use in this presentation “probable” reserves and “possible” reserves, excluding their valuation. The SEC defines “probable” reserves as “those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.” The SEC defines “possible” reserves as “those additional reserves that are less certain to be recovered than probable reserves.” The Company has applied these definitions in estimating probable and possible reserves. Statements of reserves are only estimates and may not correspond to the ultimate quantities of oil and gas recovered. Any reserve estimates provided in this presentation that are not specifically designated as being estimates of proved reserves may include estimated reserves not necessarily calculated in accordance with, or contemplated by, the SEC’s reserves reporting guidelines. Investors are urged to consider closely the disclosure regarding our business that may be accessed through the SEC’s website at www.sec.gov.

The SEC’s rules prohibit us from filing resource estimates. Our resource estimations include estimates of hydrocarbon quantities for (i) new areas for which we do not have sufficient information to date to classify as proved, probable or even possible reserves, (ii) other areas to take into account the low level of certainty of recovery of the resources, (iii) uneconomic proved, probable or possible reserves and (iv) estimated ultimate recovery. Resource estimates do not take into account the certainty of resource recovery and are therefore not indicative of the expected future recovery and should not be relied upon. Resource estimates might never be recovered and are contingent on exploration success, technical improvements in drilling access, commerciality and other factors.


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