Item 8.01 Other Events.





As previously disclosed, on September 26, 2020, WPX Energy, Inc., a Delaware
corporation ("WPX" or the "Company") entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among WPX, Devon Energy Corporation, a
Delaware corporation ("Devon"), and East Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Devon ("Merger Sub"). The Merger
Agreement provides that, among other things and upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub will merge with and
into WPX (the "Merger"), with WPX surviving the Merger as a wholly-owned
subsidiary of Devon. On November 5, 2020, Devon filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form S-4, which
included a preliminary Joint Proxy Statement/Prospectus for the solicitation of
proxies in connection with the special meetings of Devon's and WPX's
stockholders, to be held on December 30, 2020, to vote upon, among other things,
matters necessary to complete the Merger, and on November 30, 2020, WPX mailed
the definitive Joint Proxy Statement/Prospectus (the "Proxy Statement") to

its
stockholders.

Litigation Related to the Merger





Following the initial filing of the Proxy Statement with the SEC, twelve
complaints have been filed with respect to the Merger. The twelve complaints
(collectively referred to as the "Stockholder Actions") are captioned as
follows: Stephen Bushansky v. WPX Energy, Inc., et al., Case No. 1:20-cv-09873
(S.D.N.Y.) (the "Bushansky Action"), John Fiscus v. WPX Energy, Inc., et al.,
Case No. 1:20-cv-09614 (S.D.N.Y.) (the "Fiscus Action"), Michael Miller v. WPX
Energy, Inc., et al., Case No. 1:20-cv-05646 (E.D.N.Y.) (the "Miller Action"),
Samuel Hogan v. WPX Energy, Inc., et al., Case No. 1:20-cv-09795 (S.D.N.Y.) (the
"Hogan Action"), William Hull v. WPX Energy, Inc., et al., Case No.
1:20-cv-01517 (D. Del.) (the "Hull Action"), Pierre Kohler v. WPX Energy, Inc.,
et al., Case No. 1:20-cv-10338 (S.D.N.Y.) (the "Kohler Action"), Kyle Allen v.
WPX Energy, Inc., et al., Case No. 656458/2020 (Sup. Ct. N.Y. Cty) (the "Allen
Action"), Gerald Joseph Lovoi v. WPX Energy, Inc., et al., Case No.
1:20-cv-01540 (D. Del.) (the "Lovoi Action"), Lowinger v. WPX Energy, Inc., et
al., Case No. 1:20-cv-09519 (S.D.N.Y.) (the "Lowinger Action"), Emmanuel Rigatos
v. WPX Energy, Inc., et al., Case No. 1:20-cv-09696 (S.D.N.Y.) (the "Rigatos
Action"), Elaine Wang v. WPX Energy, Inc., et al., Case No. 1:20-cv-01504 (D.
Del.) (the "Wang Action"), and Steven Westmoreland v. WPX Energy, Inc., et al.,
Case No. 1:20-cv-09799 (S.D.N.Y.) (the "Westmoreland Action"). The Bushansky
Action, Fiscus Action, Miller Action, Hogan Action, Hull Action, Kohler Action,
Allen Action, Lowinger Action, Rigatos Action, Wang Action, and Westmoreland
Action were filed by purported WPX stockholders and name WPX and the members of
the WPX Board as defendants. The Hull Action and Allen Action also name Devon
and Merger Sub as defendants. The Lovoi Action was filed by a purported Devon
stockholder and asserts claims against Devon and members of Devon's board of
directors.



The Stockholder Actions allege that, among other things, the Proxy Statement
fails to disclose certain allegedly material information in violation of
Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as well as Rule 14a-9 under the Exchange Act and,
in the case of the Fiscus Action, in breach of the fiduciary duties of the WPX
Board. The Allen complaint is a putative class action that also alleges claims
that the WPX directors breached their fiduciary duties and that WPX, Devon and
Merger Sub aided and abetted the alleged breach of fiduciary duty, premised on,
among other things, allegations that the merger consideration is inadequate,
that the WPX Board process was unfair to stockholders, that WPX's Board and
executive officers are conflicted, and that certain terms of the merger unduly
benefit Devon. The complaints seek injunctive relief enjoining the Merger and
damages and costs, among other remedies.



It is possible that additional, similar complaints may be filed or the
complaints described above may be amended. If this occurs, WPX does not intend
to announce the filing of each additional, similar complaint or any amended
complaint unless it contains materially new or different allegations. Although
WPX cannot predict the outcome of or estimate the possible loss or range of loss
from these matters, WPX and WPX's defendant directors believe that these
complaints are without merit and intend to vigorously defend them.



WPX believes that no supplemental disclosures are required under applicable
laws; however, in order to avoid the risk of the Stockholder Actions delaying
the Merger and minimize the expense of defending the Stockholder Actions, and
without admitting any liability or wrongdoing, WPX is voluntarily making certain
disclosures below that supplement those contained in the Proxy Statement. These
disclosures, and disclosures on certain other matters, are provided in this
Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be
deemed an admission of the legal necessity or materiality under applicable laws
of any of the disclosures set forth herein. To the contrary, WPX specifically
denies all allegations in the foregoing complaints, including that any
additional disclosure was or is required.



                         SUPPLEMENT TO PROXY STATEMENT



WPX is supplementing the Proxy Statement with certain additional information set
forth below. These disclosures should be read in connection with the Proxy
Statement, which should be read in its entirety. All page references are to
pages in the Proxy Statement, and terms used below, unless otherwise defined,
have the meanings set forth in the Proxy Statement. New text is underlined and
bolded, and deleted text is stricken through.

The disclosure on page 54 of the Proxy Statement is hereby supplemented by adding the following sentence after the second sentence of the fourth paragraph on the page:


The mutual confidentiality agreement with Company A was on customary terms, did
not contain a "don't ask, don't waive" provision, permitted private offers
during the standstill period and provided that the standstill provisions would
fall away if WPX entered into an agreement similar to the Merger Agreement.

The disclosure on page 55 of the Proxy Statement is hereby supplemented by adding the following sentences after the last sentence of the fourth full paragraph on the page:





Messrs. Muncrief and Kindick subsequently discussed social issues, including the
expected retention of Mr. Muncrief as chief executive officer of the combined
company and Clay Gaspar, president, chief operating officer and a director of
WPX, as chief operating officer of the combined company, together with the
addition of certain WPX directors to the board of the combined company (the
identity of which would be determined after execution of the merger agreement).
After further consideration of these social issues and consultation with legal
counsel, the WPX Board instructed WPX management to keep the WPX Board fully
informed of all discussions with Devon and asked Messrs. Muncrief and Gaspar to
recuse themselves from executive sessions of the WPX Board when requested, which
ultimately occurred as contemplated. It was also determined that Mr. Kindick
would take a role in negotiating the material terms of the transaction when
appropriate.

The disclosure on page 58 of the Proxy Statement is hereby supplemented by revising the third sentence of the fourth full paragraph on the page as follows:





The Company C representative delivered to Mr. Muncrief a proposal with respect
to the potential acquisition by Company C of all of the WPX Common Stock at a
fixed exchange ratio, with the consideration split 80% in stock and 20% in cash,
for an implied value of $6.20 per WPX share, which represented a premium of
approximately 43% to WPX's closing stock price on September 10, 2020 and 19% to
WPX's 10-day VWAP closing price as of September 10, 2020.

The disclosure on page 60 of the Proxy Statement is hereby supplemented by revising the third paragraph as follows:





Based on the considerations evaluated by the Board with the assistance of WPX's
management and legal and financial advisors regarding the contrasting
opportunities presented by Company C and Devon, the WPX Board unanimously
determined in its business judgment that continuing to pursue a strategic
transaction with Devon would be in the best interests of WPX and its
stockholders instead of pursuing a transaction with Company C..The disclosure on
page 83 of the Proxy Statement is hereby supplemented by revising the second
sentence of the first full paragraph on the page as follows:



Citi then applied, based on Citi's professional judgment and taking into account
observed multiples, selected ranges of calendar year 2021 and calendar year 2022
estimated adjusted EBITDA multiples of 4.1x to 5.3x and 3.4x to 4.6x,
respectively, and calendar year 2021 and calendar year 2022 estimated CFPS
multiples of 2.0x to 4.0x and 1.7x to 3.3x, respectively, to corresponding data
of WPX based on the WPX forecasts.

The disclosure on page 84 of the Proxy Statement is hereby supplemented by revising the second sentence of the first full paragraph on the page as follows:





Citi then applied, based on Citi's professional judgment and taking into account
observed multiples, selected ranges of calendar year 2021 and calendar year 2022
estimated adjusted EBITDA multiples of 3.9x to 5.3x and 3.3x to 4.6x,
respectively, and calendar year 2021 and calendar year 2022 estimated CFPS
multiples of 2.2x to 4.0x and 1.8x to 3.3x, respectively, to corresponding data
of Devon based on the WPX-Devon forecasts.

The disclosure on page 84 of the Proxy Statement is hereby supplemented by revising the third and fourth sentences of the fourth full paragraph on the page as follows:


Citi calculated implied terminal values for WPX by applying to WPX's fiscal year
2025 estimated adjusted EBITDA a selected range of adjusted EBITDA multiples of
3.9x to 5.3x selected based on Citi's professional judgment and taking into
account the observed implied calendar year 2021 estimated adjusted EBITDA
multiples of WPX and the WPX selected companies. The present values (as of
December 31, 2020) of the cash flows and terminal values and WPX's estimated
cash taxes were then calculated using a selected range of discount rates of 7.7%
to 8.5% derived from a weighted average cost of capital calculation.

The disclosure on page 84 of the Proxy Statement is hereby supplemented by revising the third and fourth sentences of the fifth full paragraph on the page as follows:





Citi calculated implied terminal values for Devon by applying to Devon's fiscal
year 2025 estimated adjusted EBITDA a selected range of adjusted EBITDA
multiples of 3.9x to 5.3x selected based on Citi's professional judgment and
taking into account the observed implied calendar year 2021 estimated adjusted
EBITDA multiples of Devon and the Devon selected companies. The present values
(as of December 31, 2020) of the cash flows and terminal values and Devon's
estimated cash taxes were then calculated using a selected range of discount
rates of 7.8% to 8.8% derived from a weighted average cost of capital
calculation.

The disclosure on page 85 of the Proxy Statement is hereby supplemented by revising the first sentence of the paragraph summarizing the net asset value analysis of WPX as follows:





In the net asset value analysis of WPX, Citi derived an implied aggregate
reference range for WPX based on the WPX forecasts, public filings and other
publicly available information, as applicable, from (i) the after-tax net
present values (as of December 31, 2020 and using a selected range of discount
rates of 7.7% to 8.5% derived from a weighted average cost of capital
calculation) of (a) the unlevered, after-tax free cash flows that WPX was
forecasted to generate from WPX's proved developed producing reserves and
currently undeveloped resources, (b) the projected midstream distributions of
Catalyst Midstream Partners LLC to WPX during the fiscal years ending December
31, 2021 through December 31, 2025, utilizing for the terminal value a terminal
adjusted EBITDA multiple of 4.1x selected based on Citi's professional judgment
and taking into account the observed implied calendar year 2021 estimated
adjusted EBITDA multiple of WPX, and (c) WPX's estimated non-drilling and
completion capital expenditures, corporate expenses and net hedge and other
gains and losses and (ii) WPX's estimated net debt as of December 31, 2020.

The disclosure on page 85 of the Proxy Statement is hereby supplemented by revising the first sentence of the paragraph summarizing the net asset value analysis of Devon as follows:


In the net asset value analysis of Devon, Citi derived an implied aggregate
reference range for Devon based on the WPX-Devon forecasts, public filings and
other publicly available information, as applicable, from (i) the after-tax net
present values (as of December 31, 2020 and using a selected range of discount
rates of 7.8% to 8.8% derived from a weighted average cost of capital
calculation) of (a) the unlevered, after-tax free cash flows that Devon was
forecasted to generate from Devon's proved developed producing reserves and
currently undeveloped resources and (b) Devon's estimated non-drilling and
completion capital expenditures, corporate expenses and net hedge and other
gains and losses and (ii) Devon's estimated net debt as of December 31, 2020.

The disclosure on page 87 of the Proxy Statement is hereby supplemented by revising the first sentence of the first paragraph on the page as follows:


WPX has agreed to pay Citi for its services in connection with the proposed
merger an aggregate fee of up to $33 million, of which $4 million was payable
paid upon delivery of Citi's opinion and the balance is payable contingent upon
consummation of the merger, with $3 million of such amount payable upon
consummation of the merger at the sole discretion of WPX. Under the terms of
Citi's engagement, Citi is entitled to the same transaction fee under certain
circumstances in connection with an alternative transaction with a third party.

The disclosure on page 90 of the Proxy Statement is hereby supplemented by revising the first table on the page labeled "WPX Stand-Alone" as follows:





                                                           WPX Stand-Alone(1)
                                                              December 31,
($ in millions, except
production and per
share amounts)                      2020E       2021E       2022E       2023E       2024E       2025E
Production (Mboe/d)                    204         246         260         286         319         356
Adjusted EBITDA(2)                   1,477       1,400       1,650       1,888       2,106       2,347
Capital Expenditures                 1,122       1,000       1,176       1,300       1,435       1,544
Unlevered Free Cash Flow(3)              -         440         509         629         708         812





(1) The WPX Forecasted Financial Information set forth in this table does not
take into account any circumstances or events occurring after the date it was
prepared. Given that the WPX Special Meeting and Devon Special Meeting will be
held several months after the WPX Forecasted Financial Information was prepared,
as well as the uncertainties inherent in any forecasted information, WPX and
Devon stockholders are cautioned not to place undue reliance on such
information.

(2) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation
(or depletion) and amortization, adjusted for exploration expense and, as
applicable, certain non-recurring, non-cash and other items. Adjusted EBITDA is
not a measure of financial performance under GAAP. Accordingly, it should not be
considered as a substitute for net income (loss), operating income (loss) or
other measures prepared in accordance with GAAP.

(3) Unlevered Free Cash Flow for WPX is defined as Adjusted EBITDA less capital expenditures, changes in net working capital and cash taxes.

The disclosure on page 90 of the Proxy Statement is hereby supplemented by inserting the following as line items on the second table on the page labeled "Devon Stand-Alone" as follows:





                                                          Devon Stand-Alone(1)
                                                              December 31,
($ in millions, except
production and per
share amounts)                      2020E       2021E       2022E       2023E       2024E       2025E
Production (Mboe/d)                    320         304         321         334         339         340
Adjusted EBITDA                      1,424       1,541       1,784       1,937       1,988       2,094
Capital Expenditures                   993         979       1,139       1,223       1,250       1,285
Unlevered Free Cash Flow(2)              -         592         645         708         737         801






(1) The WPX Forecasted Financial Information set forth in this table does not
take into account any circumstances or events occurring after the date it was
prepared. Given that the WPX Special Meeting and Devon Special Meeting will be
held several months after the WPX Forecasted Financial Information was prepared,
as well as the uncertainties inherent in any forecasted information, WPX and
Devon stockholders are cautioned not to place undue reliance on such
information.

(2) Unlevered Free Cash Flow for Devon is defined as Adjusted EBITDA less capital expenditures, changes in net working capital, cash taxes and ongoing Canadian obligations and refunds from prior periods.

The disclosure on page 90 of the Proxy Statement is hereby supplemented by inserting the following paragraph above the heading "Devon Forecasted Financial Information":





In connection with WPX's evaluation of the merger, WPX's management provided to
the WPX Board, Devon and WPX's and Devon's respective financial advisors certain
estimates of the amounts and timing of potential cost savings anticipated by WPX
management to result from the merger, which totaled $100 million on a pre-tax
basis for the calendar year ending December 31, 2021, with $163 million expected
on a pre-tax basis annually thereafter (the "WPX Expected Cost Synergies").



In addition, WPX's management provided to the WPX Board, Devon and WPX's and
Devon's respective financial advisors certain estimates of the amounts and
timing of reduced capital expenditures anticipated by WPX management to result
from the merger, which totaled $50 million for the calendar year ending December
31, 2021, with $100 million expected annually thereafter (the "WPX Expected
Capital Expenditure Synergies" and, together with the WPX Expected Cost
Synergies, the "WPX Expected Synergies").

The WPX Expected Synergies also were provided to Citi for its use and reliance in connection with its financial analyses and opinion as described in the section entitled "The Merger-Opinion of WPX's Financial Advisor."

Additional Information and Where to Find It





The Company and Devon have filed a definitive joint proxy statement/prospectus
and a form of proxy card with the U.S. Securities and Exchange Commission (the
"SEC") in connection with the solicitation of proxies for the special meeting of
the Company's and Devon's respective stockholders (the "Definitive Proxy
Statement"). Investors and security holders may obtain a free copy of the
Definitive Proxy Statement, any amendments or supplements to the Definitive
Proxy Statement and other documents filed by the Company with the SEC from the
SEC's website at www.sec.gov. Security holders and other interested parties will
also be able to obtain, without charge, a copy of the Definitive Proxy
Statement, any amendments or supplements to the Definitive Proxy Statement and
other documents (when available) by directing a request by mail or telephone to
Investor Relations, Investor Relations, WPX Energy, Inc., 3500 One Williams
Center, Tulsa, Oklahoma 74172 or +1 (539) 573-9360. Copies of the documents
filed by the Company with the SEC will be available free of charge on the
Company's website at https://www.wpxenergy.com/investors.

Participants in the Solicitation





The Company, its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company's stockholders in
connection with the matters to be considered at a special meeting of the
Company's stockholders. Information about the Company's directors and executive
officers is available in the Definitive Proxy Statement and certain of the
Company's other SEC filings made subsequent to the date of the Definitive Proxy
Statement. To the extent holdings of the Company's securities by such directors
or executive officers have changed since the amounts printed in the Definitive
Proxy Statement, such changes have been or will be reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of Changes in
Beneficial Ownership on Form 4 filed with the SEC. Additional information
regarding the identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the Definitive
Proxy Statement and other materials to be filed with the SEC in connection with
the special meeting of the Company's stockholders.









No Offer or Solicitation



This document is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law. Subject to certain exceptions to be approved by the relevant
regulators or certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of the mails
or by any means or instrumentality (including facsimile transmission, telephone
and the internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.

Forward-Looking Statements


This communication includes "forward-looking statements" as defined by the
SEC. Such statements include those concerning strategic plans, Devon's and WPX's
expectations and objectives for future operations, as well as other future
events or conditions, and are often identified by use of the words and phrases
such as "expects," "believes," "will," "would," "could," "continue," "may,"
"aims," "likely to be," "intends," "forecasts," "projections," "estimates,"
"plans," "expectations," "targets," "opportunities," "potential," "anticipates,"
"outlook" and other similar terminology. All statements, other than statements
of historical facts, included in this communication that address activities,
events or developments that Devon or WPX expects, believes or anticipates will
or may occur in the future are forward-looking statements. Such statements are
subject to a number of assumptions, risks and uncertainties, many of which are
beyond Devon's and WPX's control. Consequently, actual future results could
differ materially from Devon's and WPX's expectations due to a number of
factors, including, but not limited to: the risk that Devon's and WPX's
businesses will not be integrated successfully; the risk that the cost savings,
synergies and growth from the Proposed Transaction may not be fully realized or
may take longer to realize than expected; the diversion of management time on
transaction-related issues; the effect of future regulatory or legislative
actions on the companies or the industries in which they operate, including the
risk of new restrictions with respect to hydraulic fracturing or other
development activities on Devon's or WPX's federal acreage or their other
assets; the risk that the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect; the risk that
Devon or WPX may be unable to obtain governmental and regulatory approvals
required for the Proposed Transaction, or that required governmental and
regulatory approvals may delay the Proposed Transaction or result in the
imposition of conditions that could reduce the anticipated benefits from the
Proposed Transaction or cause the parties to abandon the Proposed Transaction;
the risk that a condition to closing of the Proposed Transaction may not be
satisfied; the length of time necessary to consummate the Proposed Transaction,
which may be longer than anticipated for various reasons; potential liability
resulting from pending or future litigation; changes in the general economic
environment, or social or political conditions, that could affect the
businesses; the potential impact of the announcement or consummation of the
Proposed Transaction on relationships with customers, suppliers, competitors,
management and other employees; the ability to hire and retain key personnel;
reliance on and integration of information technology systems; the risks
associated with assumptions the parties make in connection with the parties'
critical accounting estimates and legal proceedings; the volatility of oil, gas
and natural gas liquids ("NGL") prices; uncertainties inherent in estimating
oil, gas and NGL reserves; the impact of reduced demand for our products and
products made from them due to governmental and societal actions taken in
response to the COVID-19 pandemic; the uncertainties, costs and risks involved
in Devon's and WPX's operations, including as a result of employee misconduct;
natural disasters, pandemics, epidemics (including COVID-19 and any escalation
or worsening thereof) or other public health conditions; counterparty credit
risks; risks relating to Devon's and WPX's indebtedness; risks related to
Devon's and WPX's hedging activities; competition for assets, materials, people
and capital; regulatory restrictions, compliance costs and other risks relating
to governmental regulation, including with respect to environmental matters;
cyberattack risks; Devon's and WPX's limited control over third parties who
operate some of their respective oil and gas properties; midstream capacity
constraints and potential interruptions in production; the extent to which
insurance covers any losses Devon or WPX may experience; risks related to
investors attempting to effect change; general domestic and international
economic and political conditions, including the impact of COVID-19; and changes
in tax, environmental and other laws, including court rulings, applicable to
Devon's and WPX's business.



In addition to the foregoing, the COVID-19 pandemic and its related
repercussions have created significant volatility, uncertainty and turmoil in
the global economy and Devon's and WPX's industry. This turmoil has included
an unprecedented supply-and-demand imbalance for oil and other commodities,
resulting in a swift and material decline in commodity prices in early
2020. Devon's and WPX's future actual results could differ materially from the
forward-looking statements in this communication due to the COVID-19 pandemic
and related impacts, including, by, among other things: contributing to a
sustained or further deterioration in commodity prices; causing takeaway
capacity constraints for production, resulting in further
production shut-ins and additional downward pressure on impacted regional
pricing differentials; limiting Devon's and WPX's ability to access sources of
capital due to disruptions in financial markets; increasing the risk of a
downgrade from credit rating agencies; exacerbating counterparty credit risks
and the risk of supply chain interruptions; and increasing the risk of
operational disruptions due to social distancing measures and other changes to
business practices. Additional information concerning other risk factors is also
contained in Devon's and WPX's most recently filed Annual Reports on
Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other SEC filings.



Many of these risks, uncertainties and assumptions are beyond Devon's or WPX's
ability to control or predict. Because of these risks, uncertainties and
assumptions, you should not place undue reliance on these forward-looking
statements. Nothing in this communication is intended, or is to be construed, as
a profit forecast or to be interpreted to mean that earnings per share of Devon
or WPX for the current or any future financial years or those of the combined
company will necessarily match or exceed the historical published earnings per
share of Devon or WPX, as applicable. Neither Devon nor WPX gives any assurance
(1) that either Devon or WPX will achieve their expectations, or (2) concerning
. . .

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