General


The following discussion should be read in conjunction with the selected
historical consolidated financial data and the consolidated financial statements
and the related notes included elsewhere in this Form 10-Q and our 2019 Annual
Report on Form 10-K. The matters discussed below may contain forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to these differences include,
but are not limited to, those discussed below and elsewhere in this Form 10-Q
and our 2019 Annual Report on Form 10-K.
Unless indicated otherwise, the following discussion relates to continuing
operations. See Note 3 of Notes to Consolidated Financial Statements for a
discussion of discontinued operations.
Overview
         Composition of production (based on MBoe) and product revenue
                      Three and six months ended June 30,
                               Production       Product Revenue


                     [[Image Removed: wpx-20200630_g2.jpg]]

The following table presents our production volumes and financial highlights for the three and six months ended June 30, 2020 and 2019:


                                                              Three months                                                                                                   Six months
                                                             ended June 30,                                                                                                ended June 30,
                                                2020                                                 2019                                                   2020                           2019
Production Sales Volume Data:                          Per day                             Per day                             Per day                             Per day
Oil (MBbls)                             11,259             123.7             8,905            97.9              22,381              123.0           17,552              97
Natural gas (MMcf)                      26,116             287.0            18,736           205.9              48,328              265.5           36,947           204.1
NGLs (MBbls)                             3,222              35.4             2,493            27.4               6,320               34.7            4,781            26.4
Combined equivalent volumes
(MBoe)(a)                            18,834                207.0         14,520              159.6           36,755              201.9           28,491              157.4

Financial Data (millions):
Total product revenues              $   274                            $    558                             $   776                             $ 1,065
Total revenues(b)                   $    33                            $    695                             $ 1,431                             $ 1,054
Operating income (loss)             $  (471)                           $    181                             $  (697)                            $    32
Capital expenditure activity        $   188                            $    341                             $   501                             $   766

__________

(a)MBoe are calculated using the ratio of six Mcf to one barrel of oil. (b)Includes net gain (loss) on derivatives.


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Our second-quarter 2020 operating results were $652 million unfavorable compared
to second-quarter 2019. The primary items impacting the three months ended June
30, 2020 compared to the same period in 2019 include:
•$435 million decrease in product revenues due to lower commodity prices;
•$353 million unfavorable change in net gain (loss) on derivatives; and
•$17 million higher operating costs including depreciation, depletion and
amortization, lease and facility, gathering, processing and transportation, and
taxes other than income.
Offset by:
•$151 million increase in product revenues due to higher overall production
volumes primarily due to the Felix Acquisition.
Our year-to-date 2020 operating results were $729 million unfavorable compared
to 2019. The primary items impacting the six months ended June 30, 2020 compared
to the same period in 2019 include:
•$1 billion impairments in 2020 on our Williston Basin; $967 million of which
related to proved properties reported in impairment expense and $49 million of
which related to unproved leasehold impairment reported in exploration expenses;
•$586 million decrease in product revenues due to lower commodity prices;
•$95 million higher operating costs including depreciation, depletion and
amortization, lease and facility, gathering, processing and transportation, and
taxes other than income; and
•$30 million of acquisition costs for the Felix Acquisition in 2020.
Offset by:
•$723 million favorable change in net gain (loss) on derivatives; and
•$297 million increase in product revenues related to higher overall production
volumes due to the Felix Acquisition.
Outlook
During the first quarter of 2020, oil prices deteriorated due to a softening of
global demand caused by the COVID-19 (Coronavirus) pandemic and were highly
volatile following actions of OPEC+ countries to relax or eliminate their
production quotas and then agree to production quotas. With a modest increase in
worldwide demand and production cuts across the globe, oil prices have improved
since the lows seen in April and May. They remain volatile as the COVID-19
pandemic continues. Additionally, a recent court ruling in the United States on
the Dakota Access Pipeline ("DAPL"), if not stayed, will most likely impact the
production and transportation costs of crude from the Williston Basin in North
Dakota. We are taking measures to mitigate our exposure to Williston basis
differentials including negotiating contracts for other pipeline capacity and
sales via rail. Though the Company has put hedges in place that will largely
protect its revenues in 2020, the duration and full impacts of the COVID-19
pandemic and any further actions by OPEC+ countries are unknown at this time. As
further discussed below, the Company has taken steps to preserve liquidity,
reduce its operating budget and curtail its near-term operations during the
quarter, but we can provide no assurance regarding the long-term impact of these
developments on our business.
As a company, we continue to manage the business to preserve the value of our
reserves and conserve our assets in light of the demand impacts of the COVID-19
pandemic. Along with others in the energy industry, we are impacted by
fundamentals driven by the duration of the pandemic and the impact on the
economy. We have managed the business effectively through the market's downturns
over the last several years and believe we are positioned to continue to do so,
by leveraging our assets and implementing strategies outlined herein. We have
opportunistically added economic hedges in 2021 and 2022 as forward prices
increased above $40/bbl.
Like most companies, uncertainty is our greatest obstacle right now. Our
executive management team and our Board of Directors are continually monitoring,
communicating, collaborating, and carefully considering our course of action. We
are evaluating the extent of potential changes, as well as how such changes
align with our goals of generating free cash flow and preserving our balance
sheet strength and liquidity.
Our planned capital spending estimate for all of 2020 is approximately $1.050
billion to $1.150 billion. This estimate is an approximate $650 million
reduction of our originally planned capital spending. We will be reactive to
current market conditions and may further reduce our capital spending. We
communicated in first-quarter 2020 our plan to exit 2020 with six rigs comprised
of five in the Delaware Basin and one in the Williston Basin, however, we may
continue to use two additional rigs in the Delaware Basin after contract terms
expire in fourth-quarter 2020. Our completions activity will be limited in 2020
which will result in an inventory of drilled uncompleted wells ("DUC"s) although
we currently expect to add two to three completion crews that will result in
more completions activity towards the latter part of the year. The timing for
completion of these wells is subject to multiple variables, including commodity
prices which will drive operating results from these wells. We will continue

                                       24
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to evaluate supply and demand fundamentals, as well as our ability to generate
free cash flow and preserve our balance sheet, in determining when to complete
these wells.
We have taken steps to reduce our gathering, processing and transportations
expense along with our lease and facility operating costs. We curtailed our
production in the second quarter, and further reduced production by delaying
well completions. We also reduced contractor services and equipment rentals, and
renegotiated rates for ongoing services. We will continue to pursue additional
reductions in these areas and are also evaluating other reductions to personnel
costs and other administrative expenses; however, no final decisions have been
made, as we balance near-term concerns with long-term strategies of the company,
including implementing a meaningful dividend, reducing our leverage metrics, and
continuing to opportunistically repurchase our shares. Our focus is, in part, on
the important metrics that will drive investor interest over the next 5 years
and allow us to compete within any sector, not just energy.
As a result of the environment, specifically in first-quarter 2020, the book
values of our proved properties were evaluated for impairment. This evaluation
excluded the impact of derivatives and is based on management estimates of
several inputs including estimated reserves, future commodity prices,
development and operating costs and drilling plans. Following this review in the
first quarter of 2020, we recorded $1 billion of impairment charges related to
our Williston properties (see Note 5 of Notes to Consolidated Financial
Statements). We do not believe there are new indicators of impairment in the
second quarter of 2020 that would impact our impairment analysis.
In the midst of these challenges, we closed on our acquisition of Felix Energy
Holdings II, LLC, or Felix (collectively, the "Felix Acquisition") on March 6,
2020, which included cash consideration of $939 million and approximately 153
million shares of our common stock. The funding of the cash portion primarily
came from proceeds from a very successful January 2020 offering of $900 million
of 4.50% Senior Notes due in 2030. See Note 2 of Notes to Consolidated Financial
Statements for further discussion of the Felix Acquisition. This is a key
acquisition, helping enhance our cash flow, the scale of our holdings and our
longer-term upside.
On March 6, 2020, Fitch upgraded us to an investment-grade credit rating, a
reflection of the actions we have taken to reduce debt, obtain lower interest
rates and maintain positive cash flow. Our liquidity at June 30, 2020 totaled
approximately $1.9 billion, reflecting amounts available under the Credit
Facility Agreement and cash on hand. A portion of our liquidity relates to
proceeds from a senior notes offering in June 2020 which will be used to retire
other senior notes as discussed below.
In June 2020, we issued $500 million 5.875% Senior Notes due in 2028 (the "2028
Notes") and concurrently launched a tender offer for up to $450 million of
Senior Notes primarily targeting Senior Notes due in 2022 and 2023. On July 2,
2020, we closed and settled the tender offer retiring approximately $369 million
of Senior Notes. We may use the remaining net proceeds from the 2028 Notes
offering to opportunistically repurchase long-term debt through open market
purchases or privately negotiated transactions or otherwise. Such repurchases,
if any, will depend on market conditions, our liquidity requirements,
contractual restrictions and other factors.
After consideration of the tender offer discussed above, our next Senior Note
maturity of $43 million is not due until 2022. As of this filing, our Credit
Facility Agreement is subject to a $2.1 billion borrowing base with aggregate
elected commitments of $1.5 billion and a maturity date of April 17, 2023 (see
Note 8 of Notes to Consolidated Financial Statements for further discussion). In
April, we completed the bank redetermination of borrowing base that was affirmed
at $2.1 billion. Several peers had reductions in borrowing base and commitments
during spring 2020 redeterminations. Our next redetermination date is October
2020.
Overall, we believe we are well positioned for this near term disruption.
However, the challenging and dynamic environment of the oil and gas industry,
along with future market conditions, may alter these expectations or plans. If
we foresee further changes in market conditions, including prolonged depressed
commodity prices, we will evaluate the appropriateness of adjustments to our
plans.
As we execute on our long-term strategy, we continue to operate with a focus on
increasing shareholder value and investing in our businesses in a way that
enhances our competitive position by:
•sustainable, value driven and environmentally responsible development of our
positions in the Delaware and Williston Basins;
•successful integration of Felix;
•continuing to pursue cost improvements and efficiency gains;
•employing new technology and operating methods;
•continuing to invest in projects to assess resources and add new development
opportunities or opportunistic acquisitions to our portfolio;
•retaining the flexibility to make adjustments to our planned levels and
allocation of capital investment expenditures in response to changes in economic
conditions or business opportunities; and

                                       25
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•continuing to maintain an active economic hedging program around our commodity
price risks.
Potential risks or obstacles that could impact the execution of our plan
include:
•lower than anticipated recovery in demand for energy worldwide;
•lower than anticipated energy commodity prices, including recovery from current
levels;
•disruptions to general economic conditions as a consequence of global
pandemics, including the COVID-19 pandemic;
•inability to successfully integrate Felix's operations or to realize cost
savings, revenues or other anticipated benefits of the Felix Acquisition;
•increase in the cost of, or shortages or delays in the availability of,
drilling rigs and equipment supplies, skilled labor or transportation;
•higher capital costs of developing our properties, including the impact of
inflation;
•lower than expected levels of cash flow from operations;
•counterparty credit and performance risk;
•general economic, financial markets or industry downturn including changes
attributable to competition for market share among major oil-exporting
countries;
•unavailability of capital either under our revolver or access to capital
markets;
•changes in the political and regulatory environments; and
•decreased drilling success.
We continue to address certain of these risks through utilization of commodity
hedging strategies, disciplined investment strategies and maintaining adequate
liquidity. In addition, we use master netting agreements and collateral
requirements with our counterparties to reduce credit risk and liquidity
requirements. Further, we continue to monitor the long-term market outlooks and
forecasts for potential indicators of further needed changes to our forecasted
oil and natural gas prices. As noted above, the commodity prices are volatile
and prices for a barrel of oil ranged from over $100 per barrel to less than $20
per barrel since 2014. Our forecasted price assumptions reflect a long-term view
of pricing and also consider current prices consistent with pricing assumptions
generally used in evaluating our drilling decisions and acquisition plans. In
the first quarter of 2020, we adjusted our forecasted commodity prices
especially those in the next two years and evaluated our producing properties
for impairment. This resulted in an impairment of our Williston properties in
first quarter 2020. If the forecasted oil and natural gas prices were to further
decline, we would need to perform additional reviews of proved properties for
possible impairment. Because of the uncertainty inherent in these factors, we
cannot predict when or if future impairment charges will be recorded. If further
impairments were required, the charges could be significant. The net book value
of our proved properties is approximately $6.3 billion and is primarily
associated with our Delaware Basin Properties. In addition, the net book value
associated with unproved leasehold is approximately $2.1 billion and is also
primarily associated with our Delaware Basin properties. See Note 5 of Notes to
Consolidated Financial Statements herein and the Critical Accounting Estimates
section of Item 7 in our Annual Report on Form 10-K for the year ended December
31, 2019 for further discussion.

                                       26
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Results of Operations
Three Month-Over-Three Month Results of Operations
Revenue analysis

                                                   Three months                                      Favorable              Favorable
                                                  ended June 30,                                   (Unfavorable)         (Unfavorable) %
                                              2020              2019                                 $ Change                Change
                                                    (Millions)
Revenues:
Oil sales                                  $    241          $   511          $  (270)                        (53) %
Natural gas sales                                11               16               (5)                        (31) %
Natural gas liquid sales                         22               31               (9)                        (29) %
Total product revenues                          274              558             (284)                        (51) %
Net gain (loss) on derivatives                 (275)              78             (353)                            NM
Commodity management                             32               58              (26)                        (45) %
Other                                             2                1                1                         100  %
Total revenues                             $     33          $   695          $  (662)                        (95) %


__________
NM: A percentage calculation is not meaningful due to change in signs, a
zero-value denominator or a percentage change greater than 200.
Significant variances in the respective line items of revenues are comprised of
the following:
•$270 million decrease in oil sales reflects $405 million related to lower sales
prices partially offset by $135 million related to higher production sales
volumes for the three months ended June 30, 2020 compared to 2019. The Delaware
Basin volumes increased to 76.6 MBbls per day from 46.5 MBbls per day for the
three months ended June 30, 2020 and 2019, respectively.The increase in
production sales volumes relates to the Felix properties acquired March 6, 2020
(see Note 2 of Notes to Consolidated Financial Statements). The Williston Basin
volumes decreased due in part to production curtailment in 2020 and were 47.1
MBbls per day as compared to 51.4 MBbls per day for the three months ended
June 30, 2020 and 2019, respectively. The following table reflects oil
production prices, the price impact of our derivative settlements and volumes
for the three months ended June 30, 2020 and 2019:
                                                                                  Three months
                                                                                 ended June 30,
                                                                              2020             2019


Oil sales (per barrel)                                                    

$ 21.42 $ 57.42 Impact of net cash paid related to settlement of derivatives (per barrel)(a)

                                                                   30.17            (2.98)
Oil net price including derivative settlements (per barrel)                

$ 51.59 $ 54.44



Oil production sales volumes (MBbls)                                           11,259            8,905
Per day oil production sales volumes (MBbls/d)                                  123.7             97.9


__________

(a) Included in net gain (loss) on derivatives on the Consolidated Statements of Operations.


                                       27
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•$5 million decrease in natural gas sales reflects $12 million related to lower
sales prices partially offset by $7 million related to higher production sales
volumes for the three months ended June 30, 2020 compared to 2019. The Delaware
Basin volumes were 239.1 MMcf per day compared to 170.9 MMcf per day for the
three months ended June 30, 2020 and 2019, respectively. The increase in
production sales volumes relates to the Felix properties acquired March 6, 2020
(see Note 2 of Notes to Consolidated Financial Statements). The following table
reflects natural gas production prices, the price impact of our derivative
settlements and volumes for the three months ended June 30, 2020 and 2019:
                                                                                   Three months
                                                                                  ended June 30,
                                                                               2020             2019


Natural gas sales (per Mcf)                                                

$ 0.43 $ 0.88 Impact of net cash received related to settlement of derivatives (per Mcf)(a)

                                                                       (0.13)            0.88
Natural gas net price including derivative settlements (per Mcf)            

$ 0.30 $ 1.76



Natural gas production sales volumes (MMcf)                                  26,116           18,736
Per day natural gas production sales volumes (MMcf/d)                            287.0            205.9


__________


(a) Included in net gain (loss) on derivatives on the Consolidated Statements of
Operations.
•$9 million decrease in natural gas liquids sales reflects $18 million related
to lower sales price partially offset by $9 million related to higher production
sales volumes for the three months ended June 30, 2020 compared to 2019. The
Delaware Basin volumes were 27.2 MBbls per day compared to 21.7 MBbls per day
for the three months ended June 30, 2020 and 2019, respectively. The increase in
production sales volumes relates to the Felix properties acquired March 6, 2020
(see Note 2 of Notes to Consolidated Financial Statements). The following table
reflects NGL production prices and volumes for the three months ended June 30,
2020 and 2019:
                                                               Three months
                                                              ended June 30,
                                                            2020          2019


         NGL net price (per barrel)                       $ 6.74       $ 12.21

         NGL production sales volumes (MBbls)                 3,222         2,493
         Per day NGL production sales volumes (MBbls/d)        35.4          27.4



•$353 million unfavorable change in net gain (loss) on derivatives primarily
reflects unfavorable change in crude oil derivatives which was a result of
losses in 2020 due to increase in 2020 of forward commodity prices relative to
our hedge positions as opposed to gains in 2019 due to decreases in 2019 of
forward commodity prices relative to our hedge position at that time.
Settlements received on derivatives totaled $337 million for the three months
ended June 30, 2020 and settlements paid totaled $10 million for three months
ended June 30, 2019.
•$26 million decrease in commodity management revenues is primarily due to lower
prices on crude sales and lower natural gas sales volumes partially offset by
higher crude sales volumes. Higher natural gas sales volumes in 2019 were a
result of excess pipeline capacity in the Delaware Basin which we utilized to
purchase natural gas at depressed Delaware Basin pricing and transport to sales
points outside the Basin. Crude sales volumes include purchases to fulfill
certain sales commitments. Related commodity management costs and expenses
decreased $9 million and are discussed below.

                                       28
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Cost and operating expense and operating income analysis



                                                  Three months                                   Favorable                 Favorable
                                                 ended June 30,                                (Unfavorable)            (Unfavorable) %             Per Boe Expense
                                               2020            2019                               $ Change                  Change                         2020           2019
                                                   (Millions)
Costs and expenses:
Depreciation, depletion and amortization    $   229          $ 221          $   (8)                        (4) %                  $12.15          $15.24
Lease and facility operating                     94             94               -                          -  %                   $4.96           $6.50
Gathering, processing and transportation         67             40             (27)                       (68) %                   $3.53           $2.78
Taxes other than income                          25             43              18                         42  %                   $1.33           $2.95
Exploration                                      19             24               5                         21  %
General and administrative:
General and administrative expenses              33             40               7                         18  %                   $1.75           $2.73
Equity-based compensation                         9              8              (1)                       (13) %                   $0.49           $0.56
Total general and administrative                 42             48               6                         13  %                   $2.24           $3.29
Commodity management                             32             41               9                         22  %

Acquisition costs                                 3              -              (3)                           NM
Other-net                                        (7)             3              10                            NM
Total costs and expenses                    $   504          $ 514          $   10                          2  %
Operating income (loss)                     $  (471)         $ 181          $ (652)                           NM


__________
NM: A percentage calculation is not meaningful due to change in signs, a
zero-value denominator or a percentage change greater than 200.
Significant variances in our costs and expenses are comprised of the following:
•$8 million increase in depreciation, depletion and amortization primarily
reflects approximately $56 million related to the Felix properties acquired in
March 2020 that was substantially offset by a $3.09 per Boe decrease in rate
compared to June 30, 2019. The decrease in rate was primarily the result of a
decrease to the depletable base following the impairment of proved properties in
the Williston Basin in the first quarter of 2020 (see Note 5 of Notes to
Consolidated Financial Statements), partially offset by the impact of lower
estimated proved reserves as compared to June 30, 2019 primarily due to a lower
trailing 12-month average price.
•Lease and facility operating expenses remained flat as approximately $27
million related to the acquired Felix properties was offset by a $1.56 per Boe
decrease in the overall rate per Boe for the three months ended June 30, 2020
compared to the same time in 2019.
•$27 million increase in gathering, processing and transportation primarily due
to $18 million related to the acquired Felix properties and a Delaware Basin
related contract entered into in late 2019.
•$18 million decrease in taxes other than income relate to decreased product
revenues as previously discussed.
•$6 million decrease in general and administrative expense for the three months
ended June 30, 2020 compared to the same period in 2019 due in part to lower
estimated employee incentive bonus in 2020. Our general and administrative
expenses per Boe decreased to an average $2.24 for the three months ended June
30, 2020 compared to $3.29 for the same period in 2019.
•$9 million decrease in commodity management expenses is primarily due to
depressed pricing resulting in lower crude oil cost of sales substantially
offset by higher crude purchase volumes.
•Other expense for 2020 includes a $5 million gain related to an exchange of
leasehold (see Note 12 of Notes to Consolidated Financial Statements).

                                       29
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Results below operating income



                                                    Three months                                      Favorable              Favorable
                                                   ended June 30,                                   (Unfavorable)         (Unfavorable) %
                                               2020              2019                                 $ Change                Change
                                                     (Millions)
Operating income (loss)                     $   (471)         $   181          $  (652)                            NM
Interest expense                                 (49)             (40)              (9)                        (23) %

Gains on equity method investment
transactions                                       2              247             (245)                         99  %
Equity earnings                                    5                1                4                             NM
Investment income (loss) and other                (1)               -               (1)                            NM
Income (loss) from continuing operations
before income
  taxes                                         (514)             389             (903)                            NM
Provision (benefit) for income taxes            (101)              84              185                             NM
Income (loss) from continuing operations        (413)             305             (718)                            NM
Income from discontinued operations                5                -                5                             NM
Net income (loss)                           $   (408)         $   305             (713)                            NM


__________
NM: A percentage calculation is not meaningful due to change in signs, a
zero-value denominator or a percentage change greater than 200.
The increase in interest expense primarily relates to higher level of debt
outstanding in 2020 compared to 2019 as a result of the debt issued for the
Felix Acquisition. See Note 7 of Notes to Consolidated Financial Statements.
During the second quarter of 2019, we recorded a gain related to our equity
method investment in the Oryx pipeline. See Note 5 of Notes to Consolidated
Financial Statements for detail of this transaction.
For the three months ended June 30, 2020, we had a benefit for income taxes
compared to a provision for the same period of 2019 due to a loss from
continuing operations for 2020 compared to income from continuing operations for
2019. See Note 8 of Notes to Consolidated Financial Statements for a discussion
of the effective tax rates compared to the federal statutory rate for 2020 and
2019.


                                       30

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Six Month-Over-Six Month Results of Operations
Revenue analysis

                                                   Six months                                       Favorable              Favorable
                                                 ended June 30,                                   (Unfavorable)         (Unfavorable) %
                                              2020             2019                                 $ Change                Change
                                                   (Millions)
Revenues:
Oil sales                                  $   706          $   960          $  (254)                        (26) %
Natural gas sales                               24               41              (17)                        (41) %
Natural gas liquid sales                        46               64              (18)                        (28) %
Total product revenues                         776            1,065             (289)                        (27) %
Net gain (loss) on derivatives                 594             (129)             723                             NM
Commodity management                            56              117              (61)                        (52) %
Other                                            5                1                4                             NM
Total revenues                             $ 1,431          $ 1,054          $   377                          36  %


__________
NM: A percentage calculation is not meaningful due to change in signs, a
zero-value denominator or a percentage change greater than 200.
Significant variances in the respective line items of revenues are comprised of
the following:
•$254 million decrease in oil sales reflects $518 million related to lower sales
prices partially offset by $264 million related to higher production sales
volumes for the six months ended June 30, 2020 compared to 2019. The Delaware
Basin production volumes were 68.4 MBbls per day compared to 45.4 MBbls per day
for the six months ended June 30, 2020 and 2019, respectively. The increase in
production volumes primarily relates to the Felix properties acquired March 6,
2020, see Note 2 of Notes to Consolidated Financial Statements. The Williston
Basin production volumes were 54.6 MBbls per day compared to 51.6 MBbls per day
for the six months ended June 30, 2020 and 2019, respectively. The following
table reflects oil sales prices, the price impact of our derivative settlements
and production volumes for the six months ended June 30, 2020 and 2019:
                                                                                   Six months
                                                                                 ended June 30,
                                                                           2020             2019


Oil sales (per barrel)                                                    

$ 31.56 $ 54.71 Impact of net cash received (paid) related to settlement of derivatives (per barrel)(a)

                                                              20.19            (1.50)
Oil net price including derivative settlements (per barrel)                

$ 51.75 $ 53.21



Oil production sales volumes (MBbls)                                           22,381           17,552
Per day oil production sales volumes (MBbls/d)                               123.0             97.0


_________

(a) Included in net gain (loss) on derivatives on the Consolidated Statements of Operations.


                                       31
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•$17 million decrease in natural gas sales reflects $30 million related to lower
sales prices partially offset by $13 million related to higher production sales
volumes for the six months ended June 30, 2020 compared to 2019. The increase in
our production sales volumes primarily relates to our Delaware Basin which had
production volumes of 216.9 MMcf per day compared to 168.7 MMcf per day for the
six months ended June 30, 2020 compared to 2019, respectively. This increase in
sales primarily relates to the Felix properties acquired March 6, 2020, see Note
2 of Notes to Consolidated Financial Statements. The following table reflects
natural gas sales prices, the price impact of our derivative settlements and
production volumes for the six months ended June 30, 2020 and 2019:
                                                                                   Six months
                                                                                 ended June 30,
                                                                              2020            2019


Natural gas sales (per Mcf)                                                

$ 0.49 $ 1.12 Impact of net cash received related to settlement of derivatives (per Mcf)(a)

                                                                       0.02            0.65
Natural gas net price including derivative settlements (per Mcf)            

$ 0.51 $ 1.77



Natural gas production sales volumes (MMcf)                                    48,328          36,947
Per day natural gas production sales volumes (MMcf/d)                        265.5           204.1


__________


(a) Included in net gain (loss) on derivatives on the Consolidated Statements of
Operations.
•$18 million decrease in natural gas liquids sales reflects $38 million related
to lower sales prices partially offset by $20 million related to higher
production sales volumes for the six months ended June 30, 2020 compared to
2019. Delaware Basin production volumes were 26.0 MBbls per day compared to 20.8
MBbls per day for the six months ended June 30, 2020 and 2019, respectively. The
increase in production sales volumes relates to the Felix properties acquired
March 6, 2020 (see Note 2 of Notes to Consolidated Financial Statements).
Williston Basin production volumes were 8.7 MBbls per day compared to 5.5 MBbls
per day for the six months ended June 30, 2020 and 2019, respectively. The
following table reflects NGL production prices and volumes for the six months
ended June 30, 2020 and 2019:
                                                                Six months
                                                              ended June 30,
                                                            2020          2019


         NGL net price (per barrel)                       $ 7.23       $

13.29



         NGL production sales volumes (MBbls)                 6,320         

4,781

Per day NGL production sales volumes (MBbls/d) 34.7

26.4





•$723 million favorable change in net gain (loss) on derivatives primarily
reflects favorable change in crude oil derivatives which was a result of gains
in 2020 due to decreases in 2020 of forward commodity prices relative to our
hedge positions as opposed to losses in 2019 due to increases in 2019 of forward
commodity prices relative to our hedge position at that time. Settlements
received on derivatives totaled $454 million for the six month ended June 30,
2020 and settlements paid totaled $1 million for the six months ended June 30,
2019.
•$61 million decrease in commodity management revenues primarily due to lower
prices on crude sales and lower natural gas volumes, partially offset by higher
crude sales volumes. Higher natural gas sales volumes in 2019 were a result of
excess pipeline capacity in the Delaware Basin which we utilized to purchase
natural gas at depressed Delaware Basin pricing and transport to sales points
outside the Basin. Related commodity management costs and expenses decreased $24
million and are discussed below.

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Cost and operating expense and operating income analysis



                                                     Six months                                        Favorable                 Favorable
                                                   ended June 30,                                    (Unfavorable)            (Unfavorable) %             Per Boe Expense
                                                2020             2019                                  $ Change                   Change                         2020           2019
                                                     (Millions)
Costs and expenses:
Depreciation, depletion and amortization     $   488          $   440          $    (48)                        (11) %                  $13.29          $15.46
Lease and facility operating                     195              180               (15)                         (8) %                   $5.30           $6.32
Gathering, processing and transportation         129               82               (47)                        (57) %                   $3.50           $2.88
Taxes other than income                           67               82                15                          18  %                   $1.83           $2.87
Exploration                                       86               48               (38)                        (79) %
General and administrative:
General and administrative expenses               75               79                 4                           5  %                   $2.04           $2.77
Equity-based compensation                         18               16                (2)                        (13) %                   $0.50           $0.56
Total general and administrative                  93               95                 2                           2  %                   $2.54

$3.33


Commodity management                              66               90                24                          27  %
Impairment of proved properties                  967                -              (967)                            NM
Acquisition costs                                 30                -               (30)                            NM
Other-net                                          7                5                (2)                        (40) %
Total costs and expenses                     $ 2,128          $ 1,022          $ (1,106)                       (108) %
Operating income (loss)                      $  (697)         $    32          $   (729)                            NM


__________
NM: A percentage calculation is not meaningful due to change in signs, a
zero-value denominator or a percentage change greater than 200.
Significant variances in our costs and expenses are comprised of the following:
•$48 million increase in depreciation, depletion and amortization, primarily
reflects approximately $71 million from the Felix properties acquired in March
2020, as well as higher production volumes. These increases were partially
offset by a $2.17 per Boe decrease in rate compared to June 30, 2019. The
decrease in rate was primarily the result of a decrease to the depletable base
following the impairment of proved properties in the Williston Basin in the
first quarter of 2020 (see Note 5 of Notes to Consolidated Financial
Statements), partially offset by the impact of lower estimated proved reserves
as compared to June 30, 2019 primarily due to a lower trailing 12-month average
price.
•$15 million increase in lease and facility operating expenses of which
approximately $35 million related to the acquired Felix properties. This
increase was substantially offset by a $1.02 per Boe decrease in rate for the
six months ended June 30, 2020 compared to the same time in 2019.
•$47 million increase in gathering, processing and transportation primarily
related to approximately $25 million from Felix properties acquired March 6,
2020, growth in production volumes and a Delaware Basin related contract entered
into in late 2019.
•$15 million decrease in taxes other than income relate to decreased product
revenues, as previously discussed.
•$38 million increase in exploration expense primarily relates to an impairment
of unproved leasehold in the Williston Basin in 2020 (see Note 5 of Notes to
Consolidated Financial Statements).
•$24 million decrease in commodity management expenses is primarily due to
depressed pricing resulting in lower crude cost of sales, lower natural gas
purchase volumes and depressed Delaware Basin pricing on physical natural gas
cost of sales. These decreases are partially offset by increased crude purchase
volumes for 2020 and lower-of-cost or market adjustments on long-term line fill
of approximately $8 million, recorded in first-quarter 2020.
•$967 million impairment on Williston proved properties recorded in 2020 (see
Note 5 of Notes to Consolidated Financial Statements).
•$30 million of acquisition costs in 2020 for the Felix Acquisition (see Note 2
of Notes to Consolidated Financial Statements).
•Other expense in 2020 includes a $13 million lower-of-cost or market adjustment
on materials and supplies inventory made in 2020 which was partially offset by a
$5 million gain related to an exchange of leasehold in second-quarter 2020 (see
Note 12 of Notes to Consolidated Financial Statements).

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Results below operating income



                                                     Six months                                        Favorable              Favorable
                                                   ended June 30,                                    (Unfavorable)         (Unfavorable) %
                                               2020              2019                                  $ Change                Change
                                                     (Millions)
Operating income (loss)                     $   (697)         $    32          $   (729)                            NM
Interest expense                                 (97)             (81)              (16)                        (20) %

Gains on equity method investment
transactions                                       2              373              (371)                        (99) %
Equity earnings                                    8                3                 5                         167  %
Other income                                       3                -                 3                             NM
Income (loss) from continuing operations
before income taxes                             (781)             327            (1,108)                            NM
Provision (benefit) for income taxes            (162)              70              (232)                            NM
Income (loss) from continuing operations        (619)             257              (876)                            NM
Loss from discontinued operations               (175)               -              (175)                            NM
Net income (loss)                           $   (794)         $   257            (1,051)                            NM


__________
NM: A percentage calculation is not meaningful due to change in signs, a
zero-value denominator or a percentage change greater than 200.
The increase in interest expense primarily relates to higher level of debt
outstanding in 2020 compared to 2019 as a result of the debt issued for the
Felix Acquisition (see Note 7 of Notes to Consolidated Financial Statements).
Gains on equity method investment transactions related to the 2019 sale of our
equity interest in the Whitewater natural gas pipeline and a 2019 distribution
received related to our 25 percent equity interest in the Oryx pipeline. See
Note 5 of Notes to Consolidated Financial Statements for details of this sale.
For the six months ended June 30, 2020, we had a benefit for income taxes
compared to a provision for the same period of 2019 due to a loss from
continuing operations for 2020 compared to income from continuing operations for
2019. See Note 8 of Notes to Consolidated Financial Statements for a discussion
of the effective tax rates compared to the federal statutory rate for 2020 and
2019.
Loss from discontinued operations in 2020 included a $184 million accrual for a
performance guarantee related to gathering and processing contracts assumed by
the buyer of the properties in the San Juan Gallup. See Note 3 of Notes to
Consolidated Financial Statements for additional details.
Management's Discussion and Analysis of Financial Condition and Liquidity
Overview and Liquidity
We expect our capital structure will provide us financial flexibility to meet
our requirements for working capital and capital expenditures while maintaining
a sufficient level of liquidity. Our primary sources of liquidity in 2020 are
cash on hand, expected cash flows from operations, including derivatives,
contributions from noncontrolling interests, and, if necessary, borrowings on
our credit facility. We anticipate that the combination of these sources should
be sufficient to allow us to continue our operations through at least 2020. We
previously communicated our 2020 goals of implementing a meaningful dividend,
targeting a 7 percent to 10 percent free cash flow yield, driving down our
leverage metrics from current levels and continuing to opportunistically
repurchase our shares. These goals remain our focus but are subject to changes
as we navigate through the current world economic environment caused by the
COVID-19 pandemic and the world oil market disruptions. Additional sources of
liquidity, if needed and if available, include proceeds from asset sales, bank
financings and proceeds from the issuance of long-term debt and equity
securities.
We note the following assumptions for 2020:
•our estimated planned capital expenditures for full-year 2020, excluding
acquisitions, could range from approximately $1.050 billion to $1.150 billion.
However, we will be reactive to current market conditions and may further reduce
our capital spending. As of June 30, 2020, we have incurred $467 million of
drilling and completion capital expenditures including facilities; and
•we have hedged a significant portion of our anticipated 2020 oil and gas
production as disclosed in Commodity Price Risk Management following this
section.

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Potential risks associated with our planned levels of liquidity and the planned
capital expenditures discussed above include:
•lower than expected levels of cash flow from operations, primarily resulting
from lower energy commodity prices or inflation of operating costs;
•our ability to successfully integrate Felix's operation or to realize costs
savings, revenues or other anticipated benefits of the Felix Acquisition;
•long-term disruptions to general economic conditions as a consequence of global
pandemics, including the COVID-19 pandemic;
•significantly lower than expected capital expenditures could result in the loss
of undeveloped leasehold;
•reduced access to our credit facility pursuant to our financial covenants or
banking environment including the April and October borrowing base
redeterminations; and
•higher than expected development costs, including the impact of inflation.
Credit Facility
Our Credit Facility, as amended, includes total commitments of $1.5 billion on a
$2.1 billion Borrowing Base with a maturity date of April 17, 2023, subject to a
springing maturity on October 15, 2021 if available liquidity minus outstanding
2022 notes is less than $500 million (see Note 7 of Notes to Consolidated
Financial Statements). Based on our current credit ratings, a Collateral Trigger
Period applies which makes the Credit Facility subject to certain financial
covenants and a Borrowing Base. The Credit Facility may be used for working
capital, acquisitions, capital expenditures and other general corporate
purposes. The financial covenants in the Credit Facility may limit our ability
to borrow money, depending on the applicable financial metrics at any given
time. For additional information regarding the terms of our Credit Facility, see
Note 8 of Notes to Consolidated Financial Statements on our Annual Report on
Form 10-K for the year ended December 31, 2019. As of June 30, 2020, WPX had no
borrowings outstanding and $18 million of letters of credit issued under the
Credit Facility and we were in compliance with our covenants under the credit
agreement. Our unused borrowing availability was $1,482 million as of June 30,
2020. In April 2020, our annual redetermination confirmed our Borrowing Base of
$2.1 billion and total commitments of $1.5 billion that will remain in effect
until the next Redetermination Date, which is expected to be in October 2020.
Several peers have had reductions in borrowing base and commitments during
spring 2020 redeterminations. As of the date of this filing, we are in
compliance with all terms, conditions and financial covenants of the Credit
Facility, as amended.
Senior Notes
During second-quarter 2020, we completed a debt offering of $500 million of
5.875% Senior Notes due 2028 ("2028 Notes"). Subsequent to June 30, 2020, we
closed on the purchase of approximately $369 million of a portion of our 2022
Notes, 2023 Notes and 2024 Notes with an estimated loss on extinguishment of
debt of $24 million to be recorded in third-quarter 2020. We may use the
remaining net proceeds from the 2028 Notes offering to opportunistically
repurchase long-term debt through open-market purchases or privately negotiated
transactions or otherwise. Such repurchases, if any, will depend on market
conditions, our liquidity requirements, contractual restrictions and other
factors. See Note 7 of Notes to Consolidated Financial Statements for further
discussion of our senior notes.

                                       35
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Commodity Price Risk Management
To manage the commodity price risk and volatility of owning producing oil and
gas properties, we enter into derivative contracts for a portion of our future
production (see Note 13 of Notes to Consolidated Financial Statements). We chose
not to designate our derivative contracts associated with our future production
as cash flow hedges for accounting purposes. The following table sets forth, as
of the date of this filing, the derivative notional volumes of the net (long)
short positions for the remainder of 2020 and 2021 that are economic hedges of
our production volumes:
Crude Oil                                                   Jul - Dec 2020                                                       2021
                                                   Volume              Weighted Average             Volume              Weighted Average
                                                  (Bbls/d)              Price ($/Bbl)              (Bbls/d)              Price ($/Bbl)
Fixed Price Swaps-WTI                                 91,800          $        53.06                   59,878          $        40.78
Fixed Price Swaptions-WTI                                  -          $            -                   20,000          $        57.02
Fixed Price Swaptions-WTI                                  -          $            -                    5,041          $        40.12
Fixed Price Calls-WTI                                      -          $            -                    5,000          $        39.50
Fixed Price Costless Collars-WTI                      20,000             $53.33 - $63.48                    -          $            -
Basis Swaps-Midland/Cushing                           35,000          $         0.63                   15,000          $         0.64
Basis Swaps-Nymex Calendar Monthly Avg Roll           51,685          $        (0.50)                       -          $            -
Basis Swaps-Brent/WTI Spread                           5,000          $         8.36                    1,000          $         8.00
Basis Swaps-MEH/Midland                                  842          $        (0.85)                       -          $            -



Natural Gas                                Jul - Dec 2020                                     2021
                                    Volume       Weighted Average       Volume       Weighted Average
                                   (BBtu/d)      Price ($/MMBtu)       (BBtu/d)      Price ($/MMBtu)
Fixed Price Swaps-Henry Hub             -       $            -            240       $         2.62

Fixed Price Swaptions-Henry Hub         -       $            -             50       $         2.68

Basis Swaps-Waha                      100       $        (1.14)            80       $        (0.65)



Sources (Uses) of Cash
                                                                      Six months
                                                                    ended June 30,
                                                                   2020         2019
                                                                      (Millions)
Net cash provided by (used in):
Operating activities                                            $   532       $ 634
Investing activities                                             (1,523)       (195)
Financing activities                                              1,340        (330)

Net increase in cash and cash equivalents and restricted cash $ 349

$ 109




Operating activities
Net cash provided by operating activities decreased for the six months ended
June 30, 2020 compared to the same period in 2019 primarily due to lower
commodity prices, higher operating costs, and acquisition costs in 2020,
partially offset by higher realizations on our derivatives and higher production
volumes. Net cash provided by operating activities for the six months ended June
30, 2019 includes the receipt of approximately $38 million related to an
alternative minimum tax credit refund.

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Investing activities
The table below reflects capital expenditures, exclusive of partnerships, for
the periods presented.
                                                                                 Six months
                                                                               ended June 30,
                                                                          2020                2019
                                                                                 (Millions)
Incurred capital expenditures:
Drilling, completions and facilities                                 $       467          $      587
Land acquisitions                                                              2                 103
Infrastructure                                                                15                  65
Other                                                                         17                  11
Total incurred capital expenditures                                          501                 766
Changes in related accounts payable and accounts receivable                   97                   8
Cash capital expenditures reported on the Consolidated
Statements of
Cash Flows                                                           $       598          $      774


Net cash used in investing activities for the six months ended June 30, 2020
includes $915 million, net of cash acquired, paid for the successful completion
of the Felix Acquisition. Net cash used in investing activities for the six
months ended June 30, 2019 includes the proceeds from the sale of certain
non-core properties and proceeds related to transactions involving our equity
method investments including our 20 percent equity interest in Whitewater
natural gas pipeline and our 25 percent equity interest in the Oryx pipeline
(see Note 5 of Notes to Consolidated Financial Statements).
Financing activities
Net cash provided by financing activities for the six months ended June 30, 2020
includes approximately $1,377 million of net proceeds from the debt issuances in
the first and second quarters of 2020 (see Note 7 of Notes to Consolidated
Financial Statements), $44 million of payments for repurchases of common stock
under our share repurchase program (see Note 11 of Notes to Consolidated
Financial Statements) and $24 million of contributions from noncontrolling
interests in consolidated partnerships.
Net cash used in financing activities for the six months ended June 30, 2020 and
2019 also includes payment for shares withheld for taxes of $8 million and $15
million, respectively.
Contractual Obligations
As disclosed in our 2019 Annual Report on Form 10-K, our contractual obligations
table excluded $875 million of additional commitments associated with projects
for which the counterparty had not completed construction. Significant changes
in this $875 million include the following:
•$200 million reduction related to natural gas transportation capacity
associated with a project still under construction in the Delaware Basin.
•$287 million reduction after a counterparty cancelled plans to construct
certain crude transportation assets.
•$102 million that is now a commitment as the counterparty completed
construction on a project in the Delaware Basin with a total commitment of
approximately $102 million over a 7-year term (see Note 9 of Notes to
Consolidated Financial Statements).
Critical Accounting Policies and Estimates
Our accounting policies and estimates that are critical or the most important to
understand our financial condition and results of operations, and that require
management to make the most difficult judgments, are described in our 2019
Annual Report on Form 10-K. There have been no material changes in these
critical accounting policies and estimates, with the exception of Purchase
Accounting as described below and as applied to the Felix Acquisition. See Note
2 of Notes to Consolidated Financial Statements for further discussion of the
Felix Acquisition.
Purchase Accounting
We periodically acquire assets and assume liabilities in transactions accounted
for as business combinations, such as the Felix Acquisition. In connection with
a business combination, we must allocate the fair value of consideration given
to the

                                       37
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assets acquired and liabilities assumed based on estimated fair values as of the
acquisition date. Deferred taxes must be recorded for any differences between
the assigned values and tax bases of the acquired assets and assumed
liabilities. Any excess or shortage of amounts assigned to assets and
liabilities over or under the purchase price is recorded as a gain on bargain
purchase or goodwill. The amount of goodwill or gain on bargain purchase
recorded in any particular business combination can vary significantly depending
upon the values attributed to assets acquired and liabilities assumed. In
addition, estimates of fair value may not be completed as of the filing date and
therefore, adjustments to the purchase price allocation would be finalized in
future periods, not to exceed one year from the acquisition date.
In estimating the fair values of assets acquired and liabilities assumed in a
business combination, we must make various assumptions. The most significant
assumptions relate to the estimated fair values assigned to proved and unproved
oil and gas properties. If sufficient market data is not available regarding the
fair values of proved and unproved properties, we must prepare estimates and/or
engage the assistance of valuation experts. Significant judgments and
assumptions are inherent in these estimates and include estimates of reserves
quantities, estimates of future commodity prices (developed in consideration of
market information, internal forecasts and published forward prices adjusted for
locational basis differentials), drilling plans, expected capital and lease
operating costs and our estimate of an applicable discount rate commensurate
with the risk of the underlying cash flow estimates.
Estimated fair values assigned to assets acquired can have a significant effect
on results of operations in the future. A higher fair value assigned to a
property results in higher depreciation, depletion and amortization expense,
which results in lower net earnings or a higher net loss. A lower fair value
assigned to property and related deferred taxes may result in the recording of
goodwill. Fair values are based on estimates of future commodity prices,
reserves quantities, operating expenses and development costs. This increases
the likelihood of impairment if future commodity prices or reserves quantities
are lower than those originally used to determine fair value, or if future
operating expenses or development costs are higher than those originally used to
determine fair value. Impairment would have no effect on cash flows but would
result in a decrease in net income or increase in net loss for the period in
which the impairment is recorded. See Note 2 of Notes to Consolidated Financial
Statements for additional information regarding our purchase price allocations.
Off-Balance Sheet Financing Arrangements
We had no guarantees of off-balance sheet debt to third parties or any other
off-balance sheet arrangements at June 30, 2020 or at December 31, 2019.
Although not a financing arrangement, we have provided a guarantee for certain
obligations transferred as part of a divestment (see Note 3 of Notes to
Consolidated Financial Statements).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our current interest rate risk exposure is primarily related to our debt
portfolio and has not materially changed during the first six months of 2020.
Commodity Price Risk
We are exposed to the impact of fluctuations in the market price of oil, natural
gas and natural gas liquids as well as other market factors, such as market
volatility and energy commodity price correlations. We are exposed to these
risks in connection with our owned energy-related assets, our long-term
energy-related contracts and our marketing trading activities. We manage the
risks associated with these market fluctuations using various derivatives and
nonderivative energy-related contracts. The fair value of derivative contracts
is subject to many factors, including changes in energy commodity market prices,
the liquidity and volatility of the markets in which the contracts are
transacted and changes in interest rates. See Notes 12 and 13 of Notes to
Consolidated Financial Statements.
An assumed increase in the forward prices used in the valuation of our crude oil
and natural gas fixed price swap and option derivatives of $5.00 per Bbl and
$0.25 per MMBtu would decrease our derivative valuation by approximately $255
million and $165 million at June 30, 2020 and December 31, 2019, respectively.
Conversely, an assumed decrease in forward prices of $5.00 per Bbl and $0.25 per
MMBtu would increase our derivative valuation by $246 million and $151 million
at June 30, 2020 and December 31, 2019, respectively. However, any cash
derivative gain or loss would be substantially offset by a decrease or increase,
respectively, in the actual sales value of production economically hedged by the
derivative instruments. Contracts designated as normal purchases or sales and
nonderivative energy contracts have been excluded from this sensitivity
analysis.
Our portfolio consists of derivative contracts that hedge or could potentially
hedge the price risk exposure from our energy commodity purchases and sales. The
fair value of our derivatives not designated as hedging instruments was a net
asset of $238 million and net liability $24 million at June 30, 2020 and
December 31, 2019, respectively.

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