UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 3, 2014

WPX Energy, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	1-35322	 	45-1836028	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

3500 One Williams Center, Tulsa, Oklahoma	 	74172-0172	
(Address of Principal Executive Offices)	 	(Zip Code)	
Registrant’s Telephone Number, Including Area Code: (855) 979-2012

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
 	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
 	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
 	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma financial information
On August 18, 2014, we announced that we agreed to sell our remaining mature, coalbed methane holdings in the Powder River Basin for $155 million in cash. Closing of the disposition is expected during the fourth quarter of 2014. The pro forma financial information, with respect to the probable disposition of our operations in the Powder River Basin, is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by this reference.
Although the information in this Current Report is being furnished to the Securities and Exchange Commission (the “Commission”) under Item 9.01 of Form 8-K, WPX Energy, Inc. is hereby incorporating this Current Report by reference into its existing and future prospectuses, registration statements and other filings with the Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
(d) Exhibits

10.1	  	Form of Restricted Unit Award between WPX Energy, Inc. and Non-Employee Directors	
10.2	  	Separation and Release Agreement, dated July 28, 2014, between WPX Energy, Inc. and James J. Bender	
99.1	  	Unaudited Pro Forma Condensed Financial Information	

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WPX ENERGY, INC.	
		
By:	 	/s/ Stephen E. Brilz	
	 	 	
	 	Stephen E. Brilz
Vice President and Secretary	
DATED: September 3, 2014

EXHIBIT INDEX

Exhibit No.	  	Description	
		
10.1	  	Form of Restricted Stock Unit Award between WPX Energy, Inc. and Non-Employees Directors	
		
10.2	  	Separation and Release Agreement, dated July 28, 2014, between WPX Energy, Inc. and James J. Bender	
		
99.1	  	Unaudited Pro Forma Condensed Financial Information	

Exhibit 10.1
May 22, 2014

TO:
 	  	[Participant Name]
 	
FROM:
 	  	Richard E. Muncrief
 	
SUBJECT:	  	2014 Restricted Stock Unit Award	
You have elected to receive part of your WPX Energy, Inc. Board of Directors annual compensation in the form of a restricted stock unit award. This award, which is subject to the 2014 Restricted Stock Unit Agreement between WPX Energy, Inc. and you (the “Agreement”), is granted and subject to the terms and conditions of the WPX Energy, Inc. 2013 Incentive Plan, as amended and restated from time to time, and the WPX Energy Board of Directors Nonqualified Deferred Compensation Plan, as amended and restated from time to time.
Subject to all of the terms of the Agreement, you will become entitled to payment of the shares represented by this award within 90 days of your termination of service as a member of the WPX Energy, Inc. Board of Directors if you continue to serve on the Board for at least one year after the date on which this award is made.
If you have any questions about this award, you may contact a dedicated Mullin TBG Representative at 1-800-824-0040.

WPX ENERGY, INC.
2014 RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), which contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”) referred to in the 2014 Restricted Stock Unit Award Letter delivered in hard copy or electronically to the Participant (the “2014 Award Letter”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”) and the individual identified on the last page hereof (the “Participant”).
1. Grant of RSUs . Subject to the terms and conditions of the WPX Energy, Inc. 2013 Incentive Plan, as amended and restated from time to time (the “Incentive Plan”), the WPX Energy Board of Directors Nonqualified Deferred Compensation Plan, as amended and restated from time to time (the “Deferred Compensation Plan”), this Agreement, and the 2014 Award Letter, the Company hereby grants an award (the “Award”) to the Participant of [Number of Shares Granted] RSUs effective May 22, 2014 (the “Effective Date”). The Award gives the Participant the opportunity to earn the right to receive the number of shares of the Common Stock of the Company equal to the number of RSUs shown in the prior sentence. These shares are referred to in this Agreement as the “Shares.” Until the Participant both becomes vested in the RSUs awarded pursuant to this Agreement under the terms of Paragraph 4 and is paid the Shares under the terms of Paragraph 5, the Participant shall have no rights as a stockholder of the Company with respect to the Shares.
2. Incorporation of Incentive Plan and Acceptance of Documents . The Incentive Plan is incorporated by reference, and all capitalized terms used herein which are not defined in this Agreement or in the attached Appendix A shall have the respective meanings set forth in the Incentive Plan. The Participant acknowledges that he or she has received a copy of, or has online access to, the Incentive Plan and the Deferred Compensation Plan and hereby automatically accepts the RSUs awarded pursuant to this Agreement subject to all the terms and provisions of the Incentive Plan, the Deferred Compensation Plan, and this Agreement. The Participant hereby further agrees that he or she has received a copy of, or has online access to, the prospectus for the Incentive Plan and hereby acknowledges his or her automatic acceptance and receipt of such prospectus electronically.
3. Committee Decisions and Interpretations . The Participant hereby agrees to accept as binding, conclusive and final all actions, decisions and/or interpretations of the Committee, its delegates or agents, upon any questions or other matters arising under the Incentive Plan or this Agreement.
 
4.	Vesting; Legally Binding Rights .	
(a) Notwithstanding any other provision of this Agreement, the Participant shall not be entitled to any payment of Shares under this Agreement unless and until such Participant obtains a legally binding right to such Shares and satisfies applicable vesting conditions for such payment.
 
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(b) Except as otherwise provided in Subparagraph 4(c) below, the Participant shall vest in the RSUs awarded pursuant to this Agreement upon the Participant’s Separation from Service, if and only if such Separation from Service occurs on or after the one-year anniversary of the Effective Date. The date of the Participant’s Separation from Service that occurs on or after the one-year anniversary of the Effective Date shall be referred to herein as the “Maturity Date.”
(c) If a Participant dies prior to the Maturity Date while a Director of the Company, the Participant shall vest in the RSUs awarded pursuant to this Agreement at the time of such death.
 
5.	Payment of Shares .	
(a) RSUs awarded pursuant to this Agreement that have become vested pursuant to Subparagraph 4(b) above shall be settled by delivery of the Shares to the Participant within the 90-day period beginning on the Maturity Date.
(b) RSUs awarded pursuant to this Agreement that have become vested pursuant to Subparagraph 4(c) above shall be settled by delivery of the Shares to the Participant’s beneficiary within the 90-day period beginning on the date of the Participant’s death.
(c) Upon delivery of the Shares pursuant to Subparagraphs 5(a) or 5(b) above, the RSUs awarded pursuant to this Agreement shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or to his or her beneficiary in the case of the Participant’s death, of one or more certificates (or other indicia of ownership) representing shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment or other taxes become due when the Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the discretion of the Company, be used to satisfy such requirements upon such entitlement.
 
6.	Other Provisions .	
(a) The Participant understands and agrees that payments under this Agreement shall not be used for, or in the determination of, any other payment or benefit under any continuing agreement, plan, policy, practice, or arrangement providing for the making of any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries or representatives.
(b) Except as provided in Subparagraph 4(c) above, in the event that the Participant experiences a Separation from Service prior to the Participant’s becoming vested in the RSUs awarded pursuant to this Agreement, such RSUs and any right to the Shares issuable
 
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hereunder shall be forfeited.
(c) RSUs, Shares, and the Participant’s interest in RSUs and Shares may not be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered at any time prior to both (i) the Participant’s becoming vested in such RSUs and (ii) payment of such Shares under this Agreement.
(d) If the Participant at any time forfeits any or all of the RSUs awarded pursuant to this Agreement, the Participant agrees that all of the Participant’s rights to and interest in such RSUs and in the Shares issuable hereunder shall terminate upon forfeiture without payment of consideration.
(e) The Committee shall determine whether an event has occurred resulting in the forfeiture of the RSUs awarded pursuant to this Agreement and any right to the Shares issuable hereunder, in accordance with this Agreement, and all determinations of the Committee shall be final and conclusive.
(f) With respect to the right to receive payment of the Shares under this Agreement, nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Company.
(g) The obligations of the Company under this Agreement are unfunded and unsecured. The Participant shall have the status of a general creditor of the Company with respect to amounts due, if any, under this Agreement.
(h) The parties to this Agreement intend that this Agreement will satisfy the applicable requirements of Section 409A of the Code and recognize that it may be necessary to modify this Agreement, the Incentive Plan and/or the Deferred Compensation Plan to reflect guidance under Section 409A of the Code issued by the Internal Revenue Service. The Participant agrees that the Committee shall have sole discretion in determining (i) whether any such modification is desirable or appropriate and (ii) the terms of any such modification.
(i) The Participant hereby automatically becomes a party to this Agreement whether or not he or she accepts the Award electronically or in writing in accordance with procedures of the Committee, its delegates or agents.
(j) Nothing in this Agreement, the Incentive Plan or the Deferred Compensation Plan shall interfere with or limit in any way the right of the Company to terminate the Participant’s services as a Director of the Company at any time, nor confer upon the Participant the right to continued service as a Director of the Company.
(k) The Participant hereby acknowledges that nothing in this Agreement shall be construed as requiring the Committee to allow a domestic relations order with respect to this Award.
7. Notices . All notices to the Company required hereunder shall be in writing and delivered by
 
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hand or by mail, addressed to WPX Energy, Inc., One Williams Center, Tulsa, Oklahoma 74172, Attention: Stock Administration Department. Notices shall become effective upon their receipt by the Company if delivered in the foregoing manner.
8. Tax Consultation . The Participant understands he or she will incur tax consequences as a result of acquisition or disposition of the Shares. The Participant agrees to consult with any tax consultants deemed advisable in connection with the acquisition of the Shares and acknowledges that he or she is not relying, and will not rely, on the Company for any tax advice.

WPX ENERGY, INC.	
	
By:_________________________	
Richard E. Muncrief	
Chief Executive Officer	
Participant: [Participant Name ]
 
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APPDENDIX A
DEFINITIONS
“ Affiliate ” means all persons with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code.
“ Separation from Service ” means a Participant’s termination of services as a Director of the Company. The term “Separation from Service” shall be applied in conformance with Section 1.409A-1(h) of the Treasury Regulations. For the limited purpose of determining whether a Separation from Service has occurred, the term “Company” shall include the Company and all persons with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, except that in applying Sections 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3), and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2 of the Treasury Regulations.
 
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Exhibit 10.2
SEPARATION AND
RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into on this 28 th day of July , 2014, by and between James Bender (“Executive”), and WPX Energy Services Company, LLC its subsidiaries and affiliates (collectively the “Company”), and shall become effective on the eighth (8 th ) day following execution of this Agreement by Executive if not earlier revoked by Executive (the “Effective Date”).
WHEREAS, Executive’s employment with Company terminated effective July 25, 2014 (the “Termination Date”); and
WHEREAS, the Executive and Company wish to settle their mutual rights and obligations arising in connection with the Executive’s service with the Company and separation from such service; and
WHEREAS, the Executive and the Company agree to the following payment and other terms and conditions in connection with Executive’s separation from service with the Company; and
WHEREAS, the parties wish to resolve all issues between them by mutual agreement and, therefore, enter into the following Agreement.
NOW, THEREFORE, in consideration of the releases, agreements and payment made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Executive agree as follows:
 
 	1.	Separation Payment .	
(a) Company will pay as a Separation Payment Four Hundred Thousand Dollars and no/100 ($400,000.00) less applicable withholdings required by law to Executive no earlier than the eighth (8 th ) day after the Company receives the fully executed original of this Agreement and no later than the sixtieth (60 th ) day following the Termination Date.
(b) The payment and other consideration set forth in this Agreement constitute all monies and other benefits payable to Executive hereunder. Executive acknowledges that the payment provided hereunder is of value to Executive and is an unearned benefit to which he is not otherwise entitled. In

order to receive the Separation Payment, Executive must sign and return this Agreement to the Company within thirty (30) calendar days immediately following the Termination Date, and Executive must not have availed himself of the revocation provisions herein. Company shall not accept Executive’s signed Agreement prior to the day immediately following the Termination Date.
2. Annual Incentive Plan . The Executive shall be eligible to receive a prorated portion of an annual incentive payment for the 2014 fiscal year under the Company’s Annual Incentive Program (“AIP”). Executive’s AIP payment shall be calculated in the same manner that 2014 annual incentive payments, if any, will be calculated under the AIP for active executive officers, provided that Executive’s “eligible earnings” (as such term is defined for AIP purposes) excluding the compensation provided in Section 1(a) herein shall be determined through Executive’s Termination Date, and shall be based upon Executive’s 80% target level of participation and the determination of the Compensation Committee of the Board of the Company’s level of achievement, consistent with other executive officers generally, under the applicable AIP performance goals for 2014. Any such incentive payable to the Executive under the AIP shall be paid at the same time and subject to the same terms and conditions as incentives are paid generally under the AIP to other executive officers.
3. Release . In consideration for the payment of Separation Benefits and other benefits provided hereunder, Executive, for Executive, Executive’s attorneys, and Executive’s heirs, executors, administrators, successors and assigns, does hereby fully, finally and forever release and discharge Company and its subsidiaries, affiliates, shareholders, predecessors, successors and assigns and their respective officers, directors, employees, representatives, agents and fiduciaries, de facto or de jure of benefit plans (“Released Parties”) of and from any and all claims, actions (in law or in equity), suits, agreements, rights, demands, losses, expenses, damages, debts, liabilities, obligations, disputes, proceedings, or any other manner of liability, whether known or unknown, including without limitation those arising from, in whole or in part, the employment relationship between Company or one of its subsidiaries or affiliates and Executive or the termination thereof which exist, or have heretofore accrued, fixed or contingent, known or unknown, including without limitation any claims arising under Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000e, et

seq., which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1866, 42 U.S.C. §§ 1981, 1983, 1985, and 1986, which prohibits violations of civil rights; the Equal Pay Act of 1963, 29 U.S.C. § 206(d), which prohibits unequal pay based upon gender; the National Labor Relations Act, as amended, 29 U.S.C. § 151, et seq ., which protects the right of employees to organize and bargain collectively with their employer and to engage in other protected, concerted activity; the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101, et seq ., which prohibits discrimination against the disabled; the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), 29 U.S.C. § 1001, et seq ., which protects certain employee benefits (except that the parties agree that by signing this Agreement, Executive does not waive Executive’s rights under any claim for benefits that was or may have been filed prior to Executive’s execution of this Agreement); the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”), 29 U.S.C.§ 621, et seq ., which prohibits age discrimination in employment; the Family and Medical Leave Act of 1993, 29 U.S.C.§ 2601 et seq ., which provides medical and family leave; and any claims for attorneys’ fees, breach of contract, mental pain, suffering and anguish, emotional upset, impairment of economic opportunities, unlawful interference with employment rights, constructive discharge, wrongful discharge, defamation, intentional or negligent infliction of emotional distress, termination in violation of public policy, retaliatory discharge, including those based on workers’ compensation retaliation under state statutes, discrimination, breach of any express or implied covenant of good faith and fair dealing, that Company or Released Parties have dealt with Executive unfairly or in bad faith and all other contract and tort claims arising under any local, state or federal regulation, statute or common law. Executive acknowledges and affirms that this Agreement is in nature and character both general and specific and that the specific descriptions and details hereinafter and hereinabove set forth do not in any manner limit or otherwise affect the general nature and character of this Agreement or the application thereof to Company and Executive. This Agreement does not release or discharge any claim or rights which might arise out of the actions of Company after the date Executive signs this Agreement. Further, this Agreement does not extend to those rights which as a matter of law cannot be waived. To the extent California law may apply to this Agreement,

Executive hereby expressly waives the provisions of Section 1542 of the California Civil Code, which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
4. Executive’s Covenant Not to Sue . By signing this Agreement, Executive covenants, agrees, represents and warrants that Executive has not filed and will not in the future file any lawsuits, complaints, petitions or accusatory pleadings in a court of law or in conjunction with a dispute resolution program against any of the Released Parties based upon, arising out of or in any way related to any event or events occurring prior to the signing of this Agreement, including, without limitation, Executive’s employment with any of the Released Parties or the termination thereof. Nothing in this Agreement shall limit Executive’s right to file a charge or complaint with any state or federal agency or to participate or cooperate in such a matter. However, Executive expressly waives all rights to recovery for any damages or compensation awarded as a result of any suit or proceeding brought by any third party or governmental agency on Executive’s behalf.
5. Acknowledgement of Benefits Received during Employment and Absence of Non–Reported Workplace Injuries . By signing this Agreement, Executive affirms that Executive has been paid for all hours worked, including any overtime or otherwise, and has received all leave (paid or unpaid), compensation, wages, bonuses, and/or benefits due to Executive, except as further provided in this Agreement. Executive further affirms that Executive has been provided and/or has not been denied any and all leave requested under the Family and Medical Leave Act. Executive further affirms that Executive is not aware of having sustained any workplace injuries or occupational diseases that have not already been reported.
6. No Assignment of Claims . By signing this Agreement, Executive further covenants, agrees, represents and warrants that Executive has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any claim or any portion thereof or interest therein and acknowledges that this Agreement shall be binding upon Executive and upon Executive’s heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of each of the Released Parties, and to their heirs, administrators, representatives, executors, successors, and assigns.

7. No Release of Vested Benefits or Health and Welfare Benefits . By signing this Agreement, Executive does not release or discharge any right to any vested, deferred benefit in any qualified employee benefit plan which provides for retirement, pension, savings, thrift and/or employee stock ownership or any benefit due Executive as a participant in any employee health and welfare plan, as such terms are used under ERISA, which is maintained by any of the Released Parties that employed Executive. Furthermore, Executive will receive payment for the balance of any unused Paid Time Off (PTO) as of the effective date of Executive’s termination, pursuant to the Company’s PTO Policy and in accordance with the Company’s normal pay cycle.
8. Effect of Rehire on Payment of Separation Benefits . If Executive is rehired by Company or any affiliate of Company after receipt of the Separation Benefits provided under this Agreement, Executive may be required to repay a pro rata portion of the benefits described in Section 1(a) (or be subject to deduction of such amount from Executive’s compensation upon rehire).
9. No Admission of Liability . Notwithstanding the provisions of this Agreement and the payments to be made by Company to Executive hereunder, Released Parties do not admit any manner of liability to Executive. This Agreement has been entered into as a means of settling any and all disputes between Released Parties and Executive.
10. Opportunity to Consider Agreement and Consult Counsel . Executive has been encouraged to seek independent legal and tax advice concerning the provisions of this Agreement in general and, after such advice and consultation, Executive has freely and knowingly entered into this Agreement. Executive acknowledges, understands and affirms that:
(a) This Agreement is a binding legal document;
(b) Executive voluntarily signs and enters into this Agreement without reservation after having given the matter full and careful consideration; and
(c) Executive acknowledges that he has been provided with the opportunity of at least twenty-one (21) days in which to consider this Agreement and that he has been advised to consult with an attorney before signing this

Agreement. If Executive elects to take less than twenty-one (21) days to consider this Agreement, he does so knowingly, willingly and on the advice of counsel, with full understanding that he is waiving a statutory right to take the full twenty-one (21) days. Executive warrants that after careful review and study of this Agreement, he understands that the terms set forth herein are those actually agreed upon.
11. Revocation Period . Executive acknowledges and understands that he has seven (7) days from his execution of this Agreement (which shall not occur prior to the day immediately following the Executive’s Termination Date) to revoke or rescind this Agreement by delivering a signed and dated notice of revocation to Company. After the expiration of such seven (7) day period, this Agreement will become effective and enforceable as to all claims.
12. Recovery of Monies Owed to Company . Executive acknowledges and agrees any monies he owes to Company or any of its parent, affiliated or subsidiary companies or their vendor(s) contracted to provide business tools or services for use by him in his employment, including but not limited to Company credit card debt, may be deducted from Executive’s Separation Benefits.
13. Confidentiality/Company Property . Executive acknowledges his continuing obligations to maintain confidentiality of Released Parties’ confidential and proprietary information, and Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company, other than the Released Parties, any confidential information regarding the employees, business methods, business strategies and plans, policies, procedures, techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Released Parties, or any other confidential information relating to or dealing with the business operations, employees, or activities of Released Parties, made known to Executive or learned or acquired by Executive while in the employ of Company or one of its subsidiaries or affiliates. Executive understands and agrees that this Section 13 is a separate agreement, the breach of which will constitute a material breach of this Agreement.
14. Binding Effect; Entire Agreement; Law Governing . By signing this Agreement, the parties agree and acknowledge that they have carefully read and fully

understood the contents of this Agreement, and that the Agreement shall be binding in nature and inure to the benefit of the parties hereto and their respective successors, assigns, personal representatives, officers, directors, agents, attorneys, parents, subsidiaries and affiliates. The parties further agree and acknowledge that this Agreement constitutes the entire agreement between the parties hereto pertaining to the facts and matters stated herein and supersedes any and all prior understandings, agreements or representations or understandings, whether written or oral, prior to the date hereof; provided, however, that this Agreement shall have no effect on any prior agreement relating to any covenant not to compete, trade secrets, and/or confidentiality. This Agreement and the rights and obligations hereunder shall be construed in all respects in accordance with the internal laws of the State of Oklahoma without reference to the conflict of laws provisions thereof. Should any provision of this Agreement be found or declared or determined by a court of competent jurisdiction to be void, voidable, or unenforceable, the validity of the remaining parts, terms or provisions shall remain in full force and effect, and the void, voidable or unenforceable provision(s) shall be deemed not to be a part of this Agreement. Any litigation concerning this Agreement or the facts or matters described herein shall be brought only in a court of competent jurisdiction in Tulsa County, Tulsa, Oklahoma, and the parties hereby waive personal jurisdiction and any objections to venue.

EXECUTIVE FURTHER STATES THAT HE HAS CAREFULLY READ THIS DOCUMENT AND KNOWS AND UNDERSTANDS THE CONTENTS HEREOF AND THAT HE SIGNS THIS AGREEMENT VOLUNTARILY, KNOWINGLY AND WITHOUT ANY DURESS OR COERCION. THE PROVISIONS OF THIS AGREEMENT SHALL BE EFFECTIVE ON THE EIGHTH (8 TH ) DAY FOLLOWING THE DATE ON WHICH EXECUTIVE SIGNS THIS AGREEMENT.
AGREED AND ACKNOWLEDGED BY:

JAMES BENDER	
	
/s/ James Bender	
		
Date Signed:	 	July 28, 2014	
	
WPX Energy, Inc.	

By:	 	/s/ Richard E. Muncrief	

Title:	 	President and Chief Executive Officer	

Date Signed:	 	July 28, 2014	

EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
We prepared the following unaudited pro forma condensed consolidated financial statements by applying certain pro forma adjustments to the historical consolidated financial statements of WPX Energy, Inc. The pro forma adjustments give effect to the probable disposition of our operations in the Powder River Basin (“Disposition”). It is anticipated that these operations will qualify as discontinued operations and as a result would be reclassified from income (loss) from continuing operations to discontinued operations in accordance with the provisions of “Presentation of Financial Statements” in the Accounting Standards Codification in future filings.
These pro forma condensed consolidated financial statements include adjustments for the Powder River Basin disposition because we believe the disposition is probable under the standards of Rule 11-01 of Regulation S-X.
The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2013 and for the six months ended June 30, 2014 give effect to the reclassification of the results of the Powder River Basin from continuing operations. The unaudited pro forma condensed balance sheet as of June 30, 2014 assumes the transaction occurred on June 30, 2014.
The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only to reflect the Disposition and do not represent what our results of operations or financial position would actually have been had the Disposition occurred on the dates noted above, or project our results of operations or financial position for any future periods. The unaudited pro forma condensed consolidated financial statements are intended to provide information about the continuing impact of the Disposition as if it had been consummated earlier and do not represent any conclusions about whether such operations of the Powder River Basin will be reported as discontinued operations. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed consolidated financial statements have been made.

WPX Energy, Inc.
Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2014

 	  	WPX Energy
Inc. – As
Reported	 	 	Disposition
(a)	 	 	Pro forma	 	
 	  	(In millions)
(Unaudited)	 	
Assets	  				 				 				
Current assets:	  				 				 				
Cash and cash equivalents	  	$	105	  	 	$	155	  	 	$	260	  	
Accounts receivable, net of allowance	  	 	502	  	 	 	—  	  	 	 	502	  	
Deferred income taxes	  	 	58	  	 	 	—  	  	 	 	58	  	
Derivative assets	  	 	47	  	 	 	—  	  	 	 	47	  	
Inventories	  	 	81	  	 	 	(1	) 	 	 	80	  	
Margin deposits	  	 	49	  	 	 	—  	  	 	 	49	  	
Other	  	 	35	  	 	 	—  	  	 	 	35	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	  	 	877	  	 	 	154	  	 	 	1,031	  	
Investments	  	 	151	  	 	 	(17	) 	 	 	134	  	
Properties and equipment (successful efforts method of accounting)	  	 	11,808	  	 	 	(171	) 	 	 	11,637	  	
Less – accumulated depreciation, depletion and amortization	  	 	(4,870	) 	 	 	8	  	 	 	(4,862	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Properties and equipment, net	  	 	6,938	  	 	 	(163	) 	 	 	6,775	  	
Derivative assets	  	 	13	  	 	 	—  	  	 	 	13	  	
Other noncurrent assets	  	 	39	  	 	 	—  	  	 	 	39	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total assets	  	$	8,018	  	 	$	(26	) 	 	$	7,992	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Liabilities and Equity	  				 				 				
Current liabilities:	  				 				 				
Accounts payable	  	$	684	  	 	$	—  	  	 	$	684	  	
Accrued and other current liabilities	  	 	178	  	 	 	(3	) 	 	 	175	  	
Customer margin deposits payable	  	 	7	  	 	 	—  	  	 	 	7	  	
Derivative liabilities	  	 	144	  	 	 	—  	  	 	 	144	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	  	 	1,013	  	 	 	(3	) 	 	 	1,010	  	
Deferred income taxes	  	 	718	  	 	 	—  	  	 	 	718	  	
Long-term debt	  	 	1,794	  	 	 	—  	  	 	 	1,794	  	
Derivative liabilities	  	 	8	  	 	 	—  	  	 	 	8	  	
Asset retirement obligations	  	 	317	  	 	 	(47	) 	 	 	270	  	
Other noncurrent liabilities	  	 	44	  	 	 	—  	  	 	 	44	  	
Equity:	  				 				 				
Stockholders’ equity:	  				 				 				
Preferred stock	  	 	—  	  	 	 	—  	  	 	 	—  	  	
Common stock	  	 	2	  	 	 	—  	  	 	 	2	  	
Additional paid-in-capital	  	 	5,544	  	 	 	—  	  	 	 	5,544	  	
Accumulated deficit	  	 	(1,525	) 	 	 	24	  	 	 	(1,501	) 	
Accumulated other comprehensive income (loss)	  	 	(1	) 	 	 	—  	  	 	 	(1	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity	  	 	4,020	  	 	 	24	  	 	 	4,044	  	
Noncontrolling interests in consolidated subsidiaries	  	 	104	  	 	 	—  	  	 	 	104	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total equity	  	 	4,124	  	 	 	24	  	 	 	4,148	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	8,018	  	 	$	(26	) 	 	$	7,992	  	

WPX Energy, Inc.
Pro Forma Condensed Consolidated Statement of Operations

 	  	For the Six Months Ended June 30, 2014	 	
 	  	WPX Energy
Inc. – As
Reported	 	 	Disposition
(b)	 	 	Pro forma	 	
 	  	(In millions, except per share amounts)	 	
 	  	(Unaudited)	 	
Revenues:	  				 				 				
Product revenues:	  				 				 				
Natural gas sales	  	$	701	  	 	$	(110	) 	 	$	591	  	
Oil and condensate sales	  	 	398	  	 				 	 	398	  	
Natural gas liquid sales	  	 	116	  	 				 	 	116	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total product revenues	  	 	1,215	  	 	 	(110	) 	 	 	1,105	  	
Gas management	  	 	792	  	 	 	—  	  	 	 	792	  	
Net gain (loss) on derivatives not designated as hedges	  	 	(212	) 	 	 	—  	  	 	 	(212	) 	
Other	  	 	6	  	 	 	—  	  	 	 	6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	  	 	1,801	  	 	 	(110	) 	 	 	1,691	  	
Costs and expenses:	  				 				 				
Lease and facility operating	  	 	156	  	 	 	(21	) 	 	 	135	  	
Gathering, processing and transportation	  	 	203	  	 	 	(35	) 	 	 	168	  	
Taxes other than income	  	 	89	  	 	 	(8	) 	 	 	81	  	
Gas management, including charges for unutilized pipeline capacity	  	 	624	  	 	 	—  	  	 	 	624	  	
Exploration	  	 	72	  	 	 	—  	  	 	 	72	  	
Depreciation, depletion and amortization	  	 	422	  	 	 	(8	) 	 	 	414	  	
Loss on sale of working interests in the Piceance Basin	  	 	195	  	 	 	—  	  	 	 	195	  	
General and administrative	  	 	146	  	 	 	(2	) 	 	 	144	  	
Other—net	  	 	6	  	 	 	—  	  	 	 	6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	  	 	1,913	  	 	 	(74	) 	 	 	1,839	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	(112	) 	 	 	(36	) 	 	 	(148	) 	
Interest expense	  	 	(57	) 	 	 	—  	  	 	 	(57	) 	
Interest capitalized	  	 	1	  	 	 	(1	) 	 	 	—  	  	
Investment income and other	  	 	9	  	 	 	(2	) 	 	 	7	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations before income taxes	  	 	(159	) 	 	 	(39	) 	 	 	(198	) 	
Provision (benefit) for income taxes	  	 	(45	) 	 	 	(14	) 	 	 	(59	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations	  	 	(114	) 	 	 	(25	) 	 	 	(139	) 	
Less: Net income (loss) attributable to noncontrolling interests	  	 	3	  	 	 	—  	  	 	 	3	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to WPX Energy, Inc.	  	$	(117	) 	 	$	(25	) 	 	$	(142	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Amounts attributable to WPX Energy, Inc.:	  				 				 				
Basic and Diluted Earnings (loss) per common share attributable to WPX Energy, Inc.:	  	$	(0.58	) 	 				 	$	(0.70	) 	
Weighted-average shares	  	 	202.1	  	 				 	 	202.1	  	

WPX Energy, Inc.
Pro Forma Condensed Consolidated Statement of Operations

 	  	For the Year Ended December 31, 2013	 	
 	  	WPX
Energy Inc.
– As
Reported	 	 	Disposition
(b)	 	 	Pro forma	 	
 	  	(In millions, except per share amounts)	 	
 	  	(Unaudited)	 	
Revenues:	  				 				 				
Product revenues:	  				 				 				
Natural gas sales	  	$	1,093	  	 	$	(178	) 	 	$	915	  	
Oil and condensate sales	  	 	649	  	 	 	—  	  	 	 	649	  	
Natural gas liquid sales	  	 	230	  	 	 	—  	  	 	 	230	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total product revenues	  	 	1,972	  	 	 	(178	) 	 	 	1,794	  	
Gas management	  	 	891	  	 	 	—  	  	 	 	891	  	
Net gain (loss) on derivatives not designated as hedges	  	 	(124	) 	 	 	—  	  	 	 	(124	) 	
Other	  	 	22	  	 	 	—  	  	 	 	22	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	  	 	2,761	  	 	 	(178	) 	 	 	2,583	  	
Costs and expenses:	  				 				 				
Lease and facility operating	  	 	308	  	 	 	(44	) 	 	 	264	  	
Gathering, processing and transportation	  	 	433	  	 	 	(80	) 	 	 	353	  	
Taxes other than income	  	 	141	  	 	 	(15	) 	 	 	126	  	
Gas management, including charges for unutilized pipeline capacity	  	 	931	  	 	 	—  	  	 	 	931	  	
Exploration	  	 	431	  	 	 	(1	) 	 	 	430	  	
Depreciation, depletion and amortization	  	 	940	  	 	 	(48	) 	 	 	892	  	
Impairment of producing properties and costs of acquired unproved reserves	  	 	1,055	  	 	 	(192	) 	 	 	863	  	
Gain on sale of Powder River Basin deep rights leasehold	  	 	(36	) 	 	 	36	  	 	 	—  	  	
General and administrative	  	 	289	  	 	 	(6	) 	 	 	283	  	
Other—net	  	 	17	  	 	 	(5	) 	 	 	12	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	  	 	4,509	  	 	 	(355	) 	 	 	4,154	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	(1,748	) 	 	 	177	  	 	 	(1,571	) 	
Interest expense	  	 	(108	) 	 	 	—  	  	 	 	(108	) 	
Interest capitalized	  	 	5	  	 	 	(4	) 	 	 	1	  	
Investment income, impairment of equity method investment and other	  	 	5	  	 	 	(4	) 	 	 	1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations before income taxes	  	 	(1,846	) 	 	 	169	  	 	 	(1,677	) 	
Provision (benefit) for income taxes	  	 	(655	) 	 	 	62	  	 	 	(593	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations	  	 	(1,191	) 	 	 	107	  	 	 	(1,084	) 	
Less: Net income (loss) attributable to noncontrolling interests	  	 	(6	) 	 	 	—  	  	 	 	(6	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to WPX Energy, Inc.	  	$	(1,185	) 	 	$	107	  	 	$	(1,078	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Amounts attributable to WPX Energy, Inc.:	  				 				 				
Basic and Diluted Earnings (loss) per common share attributable to WPX Energy, Inc.:	  	$	(5.91	) 	 				 	$	(5.38	) 	
Weighted-average shares	  	 	200.5	  	 				 	 	200.5	  	

WPX Energy, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Pro Forma Adjustments and Assumptions
Details of the adjustments are as follows:
 
 	(a)	Assumes receipt of $155 million of cash on June 30, 2014 for the assets and liabilities of Powder River operations that are part of the probable Disposition. The $155 million purchase price does not assume any closing adjustments. The other amounts presented are the adjustments necessary to reflect the removal of the Powder River Basin assets and liabilities that are part of the Disposition from our consolidated historical financial statements.	
 	(b)	Amounts presented are the adjustments necessary to reflect the removal of the results of operations of the Powder River Basin from our consolidated historical financial statements.