shareholders filed with the SEC on April 22, 2020. Information about WPXs directors and executive officers is available in WPXs Annual Report on
Form 10-K for the 2019 fiscal year filed with the SEC on February 28, 2020 and its definitive proxy statement for the 2020 annual meeting of shareholders filed with the SEC on March 31,
2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus. Stockholders, potential
investors and other readers should read the joint proxy statement/prospectus carefully before making any voting or investment decisions.
NO OFFER OR
SOLICITATION
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
FORWARD LOOKING STATEMENTS
This communication includes
forward-looking statements as defined by the SEC. Such statements include those concerning strategic plans, Devons and WPXs 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 Devons and WPXs control. Consequently, actual future results could differ
materially from Devons and WPXs expectations due to a number of factors, including, but not limited to: the risk that Devons and WPXs 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 Devons or WPXs 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 Devons and WPXs
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 Devons and WPXs indebtedness; risks related to Devons and WPXs 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; Devons and WPXs 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 Devons and WPXs 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 Devons and WPXs 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.
Devons and WPXs 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 Devons and WPXs ability to access