Devon Energy (DVN) 10-K risk factor changes: FY2017 vs FY2016

| | • | supply of and demand for oil, gas and NGLs, including consumer demand in emerging markets, such as [removed: China;] [added: China and India;] |

| | • | geopolitical risks, including political and civil unrest in the Middle [removed: East] [added: East, Africa] and [removed: Africa;] [added: South America;] |

| | • | adverse weather conditions and natural disasters, such as tornadoes, [removed: earthquakes] [added: earthquakes, hurricanes] and [removed: hurricanes;] [added: extreme temperatures;] |

| | • | differing quality [removed: and] [added: of production, including] NGL content of gas produced; |

| | • | technological advances affecting energy [removed: consumption;] [added: consumption and production;] |

This commodity price decline adversely affected our business and results of operations and led to substantial impairments to our oil and gas properties during [removed: 2015 and 2016.][added: 2015.]

[added: In addition, the reserve estimates for a] given reservoir may change substantially over time as a result of several factors, including additional development [added: and appraisal] activity, the viability of production under varying economic conditions, including commodity price declines, and variations in production levels and associated costs.

The production rates from oil and gas properties generally decline as reserves are depleted, while related per unit production costs generally [removed: increase,] [added: increase] due to decreasing reservoir pressures and other factors.

[removed: Future Exploration] [added: Oil] and [removed: Drilling Results] [added: Gas Operations] Are Uncertain and Involve Substantial Costs [added: and Risks]

Our [removed: exploration and development] [added: operating] activities are subject to numerous costs and risks, including the risk that we will not encounter commercially productive oil or gas reservoirs.

In addition, our oil and gas properties can become damaged, our [removed: drilling] operations may be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to:

[removed: The occurrence of one or more] [added: Moreover, certain] of these [removed: factors] [added: events] could result in [removed: a partial or total loss of our investment in a particular property,] [added: environmental pollution] and [removed: certain of these events, particularly equipment failures or accidents, could] impact [added: to] third parties, including persons living in proximity to our operations, our employees and employees of our contractors, leading to possible injuries, death or significant [added: damage to] property [removed: damage.][added: and natural resources.]

In addition, changes in public policy have affected, and [removed: at times] in the future could [added: further] affect, our operations.

Hydraulic Fracturing – [removed: The EPA and other federal agencies, including] [added: In recent years,] the [removed: BLM, have] [added: EPA has] made proposals that [removed: would] subject hydraulic fracturing to further regulation and [added: that] could [added: potentially] restrict the practice of hydraulic fracturing.

For example, the EPA has issued final regulations under the federal Clean Air Act establishing performance standards for oil and gas activities, including standards for the capture of air emissions released during hydraulic fracturing and finalized in [removed: June] 2016 regulations that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants.

The EPA also released a study in [removed: December] 2016 finding that certain aspects of hydraulic fracturing, such as water withdrawals and wastewater management practices, could result in impacts to water resources, although the report did not identify a direct link between hydraulic fracturing and impacts to groundwater resources.

[removed: The BLM and several] [added: Several] states [added: in which we operate] have already adopted and more states are considering adopting laws and/or regulations that require disclosure of chemicals used in hydraulic fracturing and impose more stringent permitting, disclosure and well-construction requirements on hydraulic fracturing operations.

For example, in [removed: March] 2016 PHMSA proposed new rules for gas pipelines that extend pipeline safety programs beyond high consequence areas to newly proposed “moderate consequence areas” and would also impose more rigorous testing and reporting requirements on such pipelines.

Seismic Activity – [removed: Recent earthquakes] [added: Earthquakes] in northern and central Oklahoma and elsewhere have prompted concerns about seismic activity and possible relationships with the energy industry.

Legislative and regulatory initiatives intended to address these concerns may result in additional levels of regulation [added: or other requirements] that could lead to operational delays, increase our operating and compliance costs or otherwise adversely affect our operations.

[removed: Potential] Changes to Tax Laws – We are subject to U.S. federal income tax as well as income or capital taxes in various state and foreign jurisdictions, and our operating cash flow is sensitive to the amount of income taxes we must pay.

For example, both the EPA and the BLM have issued regulations for the control of methane emissions, which also include leak detection and repair requirements, for the oil and gas [removed: industry.][added: industry; however, following the change in presidential administrations, both agencies have published proposed rules that seek to delay implementation of their previously issued methane standards while the agencies review and reconsider both rules.]

[removed: Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address] [added: These various legislative, regulatory and other activities addressing] greenhouse gas emissions [removed: would impact] [added: could adversely affect] our business, [removed: any such future laws and regulations] [added: including by] imposing reporting obligations on, or limiting emissions of greenhouse gases from, our equipment and [removed: operations] [added: operations, which] could require us to incur costs to reduce emissions of greenhouse gases associated with our operations.

Limitations on greenhouse gas emissions could also adversely affect demand for oil and gas, which could [added: lower the value of our reserves and] have a material adverse effect on our profitability, financial condition and liquidity.

To the extent that we engage in price risk management activities to protect ourselves from [added: commodity price declines, we may be prevented from fully realizing the benefits of commodity price increases above the prices established by our hedging contracts.]

Moreover, as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act and other legislation, hedging transactions and many of our contract counterparties have [removed: come under increasing] [added: become subject to increased] governmental oversight and regulations in recent years.

We sell our oil, gas and NGLs to a variety of purchasers, and, as an operator, we pay expenses and bill our non-operating partners for their respective [removed: shares] [added: share] of costs.

Certain of these counterparties may experience [added: insolvency,] liquidity problems or other issues and may not be able to meet their [removed: financial] obligations [removed: to] [added: and liabilities (including contingent liabilities) owed to, and assumed from,] us, particularly during a depressed or volatile commodity price environment.

Any such default by these counterparties [added: may result in us being forced to cover the costs of those obligations and liabilities, which] could adversely impact our financial [removed: results.][added: results and condition.]

As of December 31, [removed: 2016,] [added: 2017,] we had total consolidated indebtedness of [removed: $10.2] [added: $10.4] billion.

Factors that may impact our credit ratings include, among others, debt levels, planned [removed: assets] [added: asset] sales and purchases, liquidity, forecasted production growth and commodity prices.

[removed: Due to our current credit ratings, we] [added: We] are [added: currently] required to provide letters of credit or other assurances under certain of our contractual arrangements.

[removed: Further] [added: Any credit] downgrades could adversely impact our ability to access financing and trade credit, require us to provide additional letters of credit or other assurances under contractual arrangements and increase our interest rate under any credit facility borrowing as well as the cost of any other future debt.

Cyber Attacks [removed: Targeting Our Systems and Infrastructure] May Adversely Impact Our Operations

Cyber [removed: attacks] [added: attackers] often attempt to gain unauthorized access to digital systems for purposes of misappropriating [removed: assets or] sensitive information, [added: intellectual property or other assets,] corrupting data or causing operational [removed: disruption and may be carried out by third parties or insiders.][added: disruptions.]

[removed: The techniques utilized] [added: Techniques used in these attacks] range from highly sophisticated efforts to electronically circumvent network security to more traditional intelligence gathering and social engineering aimed at obtaining information necessary to gain access.

Although we have not suffered material losses related to cyber attacks to date, if we were successfully attacked, we could incur substantial remediation and other costs or suffer other negative [removed: consequences.][added: consequences, including litigation risks.]

[removed: Our] [added: As discussed above, our] business is hazardous and is subject to all of the operating risks normally associated with the exploration, development, production, processing and transportation of oil, gas and NGLs.

[removed: Such risks include potential blowouts, cratering,] [added: | | • |] fires, [added: explosions, blowouts, cratering or] loss of well control, [added: as well as the] mishandling [removed: of fluids and chemicals and possible] [added: or] underground migration of [removed: hydrocarbons] [added: fluids] and [removed: chemicals.][added: chemicals; |]

To mitigate financial losses resulting from these operational hazards, we maintain comprehensive general liability insurance, as well as insurance coverage against certain losses resulting from physical damages, loss of well [added: control, business interruption and pollution events that are considered sudden and accidental.]

For example, in recent years, NYMEX WTI oil and NYMEX Henry Hub prices ranged from a high of over $100 per Bbl and $6 per MMBtu, respectively, to a low of under $27 per Bbl and $1.70 per MMBtu, respectively.

Commodity prices began to decline in the second half of 2014 and, despite a moderate recovery, have generally been pressured since then.

| | • | restricted takeaway capacity for our production, including due to inadequate midstream infrastructure or constrained downstream markets; |

The occurrence of one or more of these factors could result in a partial or total loss of our investment in a particular property, as well as significant liabilities.

The BLM previously finalized regulations to regulate hydraulic fracturing on federal lands, but subsequently issued a repeal of those regulations in 2017.

To date, no further action has been taken.

Following the change in presidential administrations, implementation of this rule was delayed, but the final rule is expected to be published in the Federal Register and become effective during the first quarter of 2018.

Recently enacted legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Legislation”) significantly affects U.S. tax law by changing how the U.S. imposes income tax on multinational corporations.

These changes include, among others, a permanent reduction to the corporate income tax offset by other items intended to broaden the tax base (for example, by imposing significant additional limitations on the deductibility of interest expense and limiting the ability to deduct net operating losses).

The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and impact our results of operations in the period issued.

Further, compliance with the Tax Reform Legislation and the accounting for such provisions require complex computations and accumulation of information not previously required or regularly produced.

As a result, we have provided a provisional estimate in our financial statements of the effect of the Tax Reform Legislation.

As additional regulatory guidance is issued by the applicable taxing authorities, as accounting treatment is clarified, as we perform additional analysis on the application of the law, and as we refine estimates in calculating the effect, our final analysis, which will be recorded in the period completed, may be different from our current provisional amounts, which could materially affect our tax obligations and effective tax rate.

Climate Change – Continuing political and social attention to the issue of climate change has resulted in legislative, regulatory and other initiatives to reduce greenhouse gas emissions, such as carbon dioxide and methane.

Nevertheless, several states where we operate, including Wyoming, have imposed venting and flaring limitations designed to reduce methane emissions from oil and gas exploration and production activities.

In Canada, greenhouse gas emissions are also being addressed at both the federal and provincial level.

Recent climate policies include a legislated oil sands emission limit, and forthcoming policies include methane emissions reduction targets.

Beginning January 1, 2018, large industrial emitters are subject to the Carbon Competitiveness Incentive Regulation (CCIR).

This regulation prices carbon, but provides cost protection to emission-intensive / trade-exposed industries, including Devon’s oil sands operations.

The impact to our operations from these regulations is expected to be minimal in the near term.

Oil and gas facilities that are not subject to the CCIR are exempt from the economy-wide carbon levy until 2023.

In addition, activists concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities.

Ultimately, this could make it more difficult to secure funding for exploration and production activities.

Our business has become increasingly dependent on digital technologies, and we anticipate expanding our use of technology in our operations, including through process automation and data analytics.

Concurrent with this growing dependence on technology is greater sensitivity to cyberattack activities, which have been increasing against our industry.

These attacks may be perpetrated by third parties or insiders.

In addition, our vendors, midstream providers and other business partners may separately suffer disruptions or breaches from cyber attacks, which, in turn, could adversely impact our operations and compromise our information.

For example, during the period from January 1, 2014 to December 31, 2016, NYMEX WTI oil prices ranged from a high of $107.26 per Bbl to a low of $26.21 per Bbl.

Average daily prices for NYMEX Henry Hub gas ranged from a high of $6.15 per MMBtu to a low of $1.64 per MMBtu during the same period.

| --- | --- | --- |

| | • | differing quality of oil produced (i.e., sweet crude versus heavy or sour crude); |

In the second half of 2014, global energy commodity prices began a rapid and significant decline, which continued through 2015 and into 2016.

In addition, the reserve estimates for a

| | • | fires, explosions, blowouts and surface cratering; |

| | • | lack of access to pipelines or other transportation methods; |

In past years, legislation has been proposed that would, if enacted into law, make significant changes to U.S. tax laws, including to certain key U.S. federal income tax provisions currently available to oil and gas companies.

Such legislative changes have included, but not been limited to, (i) the repeal of the percentage depletion allowance for oil and gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for certain domestic production activities and (iv) an extension of the amortization period for certain geological and geophysical expenditures.

Congress could consider, and could include, some or all of these proposals as part of tax reform legislation, to accompany lower federal income tax rates.

Moreover, other more general features of tax reform legislation, including changes to cost recovery rules and to the deductibility of interest expense, may be developed that also would change the taxation of oil and gas companies.

It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect.

The passage of any legislation as a result of these proposals or any similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that currently are available with respect to oil and gas development, or increase costs, and any such changes could have an adverse effect on our financial position, results of operations and cash flows.

Climate Change – Policy makers in the U.S. and Canada are increasingly focusing on whether the emissions of greenhouse gases, such as carbon dioxide and methane, are contributing to harmful climatic changes.

In 2015, Alberta released a new Climate Leadership Plan.

This plan includes implementing an economy-wide carbon price effective in 2017.

The plan also includes a legislated limit for oil sands emissions and a methane emission reduction plan which are under development.

Regulations are expected to be finalized by 2018.

It is expected that these initiatives will create additional costs for the Alberta oil and gas industry.

Presently, it is not possible to accurately estimate the costs we could incur to comply with any law or regulations developed.

commodity price declines, we may be prevented from fully realizing the benefits of commodity price increases above the prices established by our hedging contracts.

During 2016, Standard & Poor’s Financial Services and Moody’s Investor Service downgraded our senior unsecured debt ratings.

Our industry has become increasingly dependent on digital technologies to conduct daily operations.

Concurrently, the industry has become the subject of increased levels of cyber-attack activity.

The occurrence of any of these risks could result in environmental pollution, damage to or destruction of our property, equipment and natural resources, injury to people or loss of life.

control, business interruption and pollution events that are considered sudden and accidental.

Overview of [removed: 2016] [added: 2017] Results

In [removed: 2017] [added: 2018] and beyond, we have the financial capacity to further accelerate investment across our best-in-class U.S. resource plays.

We are increasing drilling activity and will continue to [removed: rapidly] shift our production mix to high-margin products.

We expect this disciplined approach will position us to deliver [removed: substantial cash flow] [added: capital-efficient, cash-flow] expansion over the next two years.

Key measures of our financial performance in [removed: 2016] [added: 2017] are summarized in the following [removed: table:][added: table.]

| | | 2016 | | | | [removed: Change | | | |] 2015 | | | | Change | | | [removed: | 2014 | | |]

| Net earnings (loss) attributable to Devon | | $ | [removed: (3,302] [added: 898] | [removed: )] | | | [removed: \+ 77] [added: +185] | % | | $ | [removed: (14,454] [added: (1,056] | ) | | [removed: N/M] | [added: +92] | [added: %] | | $ | [removed: 1,607] [added: (12,896] | [added: )] |

| Net earnings (loss) per [added: diluted] share attributable to Devon | | $ | [removed: (6.52] [added: 1.70] | [removed: )] | | | [removed: \+ 82] [added: +181] | % | | $ | [removed: (35.55] [added: (2.09] | ) | | [removed: N/M] | [added: +93] | [added: %] | | $ | [removed: 3.91] [added: (31.72] | [added: )] |

| Core earnings (loss) per [added: diluted] share attributable to Devon (1) | | $ | [removed: (0.08] [added: 0.81] | [removed: )] | | | [removed: \- 103] [added: +210] | % | | $ | [removed: 2.52] [added: (0.73] | [added: )] | | | \- [removed: 49] [added: 382] | % | | $ | [removed: 4.91] [added: 0.26] | |

| Total production (MBoe/d) | | | [removed: 611] [added: 543] | | | | \- [removed: 10] [added: 11] | % | | | [removed: 680] [added: 611] | | | | [removed: +1] [added: \- 10] | % | | | [removed: 673] [added: 680] | |

| Realized price per Boe (2) | | $ | [removed: 18.72] [added: 25.96] | | | | [removed: \- 14] [added: +39] | % | | $ | [removed: 21.68] [added: 18.72] | | | | \- [removed: 46] [added: 14] | % | | $ | [removed: 40.33] [added: 21.68] | |

| Shareholder and noncontrolling interests distributions | | $ | [removed: 525] [added: 481] | | | | \- [removed: 19] [added: 8] | % | | $ | [removed: 650] [added: 525] | | | | [removed: +5] [added: \- 19] | % | | $ | [removed: 621] [added: 650] | |

| Cash and cash equivalents | | $ | [removed: 1,959] [added: 2,673] | | | | [removed: \- 15] [added: +36] | % | | $ | [removed: 2,310] [added: 1,959] | | | | [removed: +56] [added: \- 15] | % | | $ | [removed: 1,480] [added: 2,310] | |

| Total debt | | $ | [removed: 10,154] [added: 10,406] | | | | [removed: \- 22] [added: +2] | % | | $ | [removed: 13,032] [added: 10,154] | | | | [removed: +16] [added: \- 22] | % | | $ | [removed: 11,193] [added: 13,032] | |

| Reserves (MMBoe) | | | [removed: 2,058] [added: 2,152] | | | | [removed: \- 6] [added: +5] | % | | | [removed: 2,182] [added: 2,058] | | | | \- [removed: 21] [added: 6] | % | | | [removed: 2,754] [added: 2,182] | |

Devon marked its [removed: 45th] [added: 46th] anniversary in the oil and gas business and its [removed: 28th] [added: 29th] year as a public company during [removed: 2016.][added: 2017.]

With our focused strategy and portfolio of quality assets, we are [removed: prepared to successfully navigate] [added: focused on navigating] the current environment while ensuring our long-term financial strength.

Following the [removed: agreements] [added: decision] by both OPEC and non-OPEC producers to [added: extend the agreement to] reduce output by nearly 1.8 million barrels per day [removed: in] [added: through] the [removed: first half] [added: end] of [removed: 2017,] [added: 2018,] oil prices [removed: jumped] [added: increased] approximately [removed: 10%] [added: 15%] in the fourth quarter of [removed: 2016,] [added: 2017,] averaging [removed: $49.21/Bbl.][added: $55.49/Bbl.]

Current market fundamentals indicate improved prices for crude [removed: oil, natural gas and natural gas liquids] [added: oil] in [removed: 2017;] [added: 2018;] however, changes in OPEC production strategies, the macro-economic environment, geopolitical [removed: risks, winter and summer temperature ranges] [added: risks] or other factors could impact current forecasts.

Our [removed: 2017] [added: 2018] outlook is [removed: marked by accelerated activity across] [added: focused on] our [removed: key basins, focusing an expanded rig count] [added: high returning assets] in the STACK and Delaware Basin and achieving [removed: 15% growth in U.S. oil] [added: top-line oil-equivalent] production [added: growth of 6%-9%, on a retained asset basis,] through some of our best-in-class positions.

Additionally, we [removed: ramped up] [added: continued to execute] our hedging program in [removed: 2016, with] [added: 2017 and now have] approximately [removed: 50%] [added: 40%] of our oil and [removed: 45%] [added: 50%] of our gas production hedged [removed: entering into 2017.][added: for 2018.]

Finally, EnLink continues to be a strategic advantage for [removed: us, allowing for improved midstream growth potential.][added: us.]

[removed: Annual] [added: With annual] distributions [added: to us] of approximately $270 [removed: million provide] [added: million, EnLink provides] a visible cash flow stream to be further invested in our upstream capital [removed: programs discussed above.][added: programs.]

Results of Operations [added: – 2017 vs. 2016]

| | | 2016 | | | | [removed: Change | | | |] 2015 | | | | Change | | | [removed: | 2014 | | |]

| Oil [added: and bitumen] (MBbls/d) | | | | | | | | | | | | | | | | | [removed: | | | |]

| Barnett Shale | | | 1 | | | | [removed: \- 28] [added: 1] | % | | | 1 | | | | \- [removed: 35] [added: 25] | % | [removed: | | 2 | |]

| Delaware Basin | | | [removed: 33] [added: 31] | | | | [removed: \- 15] [added: 13] | % | | | [removed: 39] [added: 33] | | | | [removed: +48] [added: \- 7] | % | [removed: | | 26 | |]

| Eagle Ford | | | [removed: 42] [added: 34] | | | | [removed: \- 37] [added: 14] | % | | | [removed: 66] [added: 39] | | | | [removed: +65] [added: \- 14] | % | [removed: | | 40 | |]

| Heavy Oil | | | [removed: 22] [added: 18] | | | | [removed: \- 17] [added: 7] | % | | | [removed: 27] [added: 22] | | | | [removed: +3] [added: \- 19] | % | [removed: | | 26 | |]

| Rockies Oil | | | 14 | | | | [removed: \- 9] [added: 6] | % | | | [removed: 15] [added: 14] | | | | [removed: +68] [added: +1] | % | [removed: | | 9 | |]

| STACK | | | 19 | | | | [removed: +152] [added: 7] | % | | | 7 | | | | [removed: +14] [added: +152] | % | [removed: | | 6 | |]

| Other | | | [removed: 10] [added: 8] | | | | [removed: \- 19] [added: 2] | % | | | [removed: 14] [added: 11] | | | | \- [removed: 11] [added: 28] | % | [removed: | | 14 | |]

| Divested assets | | | [removed: 10] [added: 2] | | | | [removed: \- 58] [added: 1] | % | | | [removed: 22] [added: 12] | | | | \- [removed: 34] [added: 87] | % | [removed: | | 35 | |]

| Total [added: Oil] | | | 151 | | | | [removed: \- 21] [added: 58] | % | | | 191 | | | | [removed: +20] [added: \- 21] | % | [removed: | | 158 | |]

| [removed: Bitumen] [added: Oil and bitumen] (MBbls/d) | | | | | | | | | | | | | | | | | [removed: | | | |]

| Heavy Oil | | | [removed: 109] [added: 17] | | | | [removed: +29] [added: 2] | % | | | [removed: 84] [added: 20] | | | | [removed: +51] [added: \- 14] | % | [removed: | | 56 | |]

| Gas (MMcf/d) | | | | | | | | | | | | | | | | | [removed: | | | |]

| Barnett Shale | | | 741 | | | | [removed: \- 9] [added: 53] | % | | | 815 | | | | \- [removed: 13] [added: 9] | % | [removed: | | 932 | |]

| Delaware Basin | | | [removed: 91] [added: 90] | | | | [removed: +25] [added: 7] | % | | | [removed: 73] [added: 90] | | | | [removed: +9] [added: +1] | % | [removed: | | 67 | |]

During 2017, we generated solid operating results with our strategy of operating in North America’s best resource plays, delivering superior execution, continuing disciplined capital allocation and maintaining a high degree of financial strength.

Led by our development in the STACK and Delaware Basin, we continued to improve our 90-day initial production rates.

With investments in proprietary data tools, predictive analytics and artificial intelligence, we are delivering industry-leading, initial-rate well productivity performance and improving the performance of our established wells.

Compared to 2016, commodity prices increased significantly and were the primary driver for improvements in Devon’s earnings and cash flow during 2017.

We exited 2017 with liquidity comprised of $2.7 billion of cash and $2.9 billion of available credit under our Senior Credit Facility.

We have no significant debt maturities until 2021.

We further enhanced our financial strength by completing approximately $415 million of our announced $1 billion asset divestiture program in 2017.

We anticipate closing the remaining divestitures in 2018.

Increased commodity prices as well as continued focus on our production expenses improved our 2017 financial performance as compared to 2016, as seen in the table below.

More details for these metrics are found within the “Results of Operations – 2017 vs. 2016”, below.

| Core earnings (loss) attributable to Devon (1) | | $ | 427 | | | | +217 | % | | $ | (367 | ) | | | \- 430 | % | | $ | 111 | |

| Retained production (MBoe/d) | | | 541 | | | | \- 4 | % | | | 563 | | | | \- 3 | % | | | 580 | |

| Operating cash flow | | $ | 2,909 | | | | +94 | % | | $ | 1,500 | | | | \- 69 | % | | $ | 4,898 | |

| Capitalized expenditures, including acquisitions | | $ | 2,937 | | | | \- 25 | % | | $ | 3,908 | | | | \- 32 | % | | $ | 5,712 | |

| * | Prior year amounts have been recast due to change in accounting principle. See [Note 2](#Change_Acct_Princ) in “Item 8. Financial Statements and Supplementary Data” of this report. |

During 2017, WTI oil prices ranged from approximately $42.00/Bbl to $60.00/Bbl, supported by increasing global demand and historically high OPEC compliance with its oil production cuts that were put in place in 2016 for the first half of 2017.

As such, we anticipate continued volatility into 2018 and we continue to execute on our hedging strategy to mitigate such volatility.

Leveraging the success of our 2017 results, we have a solid financial condition and anticipate expanding our oil and gas investment by approximately 10% in 2018, while drilling and completing approximately 25% more wells.

With our anticipated results and hedging program, we intend to fully fund our increased activity with our operating cash flow.

Additionally, we are targeting reducing our debt by approximately $1 billion.

The following graphs, discussion and analysis are intended to provide an understanding of our results of operations and current financial condition.

Specifically, the graph below shows the change in net earnings from 2016 to 2017.

The material changes are further discussed by category on the following pages.

To facilitate the review, these numbers are being presented before consideration of earnings attributable to noncontrolling interests.

Additional information regarding noncontrolling interests is discussed in [Note 20](#NCI) in “Item 8.


The graph below presents the drivers of the upstream operations change presented above, with additional details and discussion of the drivers following the graph.


| * | Prior year amounts, including amounts in the following tables, have been recast due to change in accounting principle. See [Note 2](#Change_Acct_Princ) in “Item 8. Financial Statements and Supplementary Data” of this report. |

| Upstream Operations |

| --- |

| | | 2017 | | | | % of Total | | | | 2016 | | | | Change | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Retained assets | | | 132 | | | | 54 | % | | | 139 | | | | \- 4 | % |

| Total Oil | | | 134 | | | | 55 | % | | | 151 | | | | \- 11 | % |

| Bitumen | | | 110 | | | | 45 | % | | | 109 | | | | +1 | % |

| Total Oil and bitumen | | | 244 | | | | | | | | 260 | | | | \- 6 | % |

| | | 2017 | | | | % of Total | | | | 2016 | | | | Change | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| STACK | | | 304 | | | | 25 | % | | | 293 | | | | +4 | % |

By executing on our strategy outlined in “Items 1 and 2.

Business and Properties” of this report, we strive to optimize value for our shareholders by growing cash flow, earnings, production and reserves, all on a per debt-adjusted share basis.

Despite the challenges our company and the entire upstream energy sector have faced from the sustained low commodity price environment, we have continued to execute our strategy and position our company for long-term success.

Although we have seen moderate improvements in oil and natural gas prices over the course of 2016, prices for oil and natural gas were still significantly lower than 2015 and 2014 and remain under pressure due to excess supply concerns.

In response to this environment, we remained committed to an approach centered on:

| | • | Maintaining a balanced portfolio of high-class assets with a focus on value and returns, |

| --- | --- | --- |

| | • | Accelerating our activity in the STACK and Delaware Basin, and preserving continuity in our other U.S. resource plays, |

| --- | --- | --- |

| | • | Driving efficiencies across our portfolio of assets by achieving operating efficiencies and cost savings and increasing capital productivity, and |

| --- | --- | --- |

| | • | Protecting and strengthening our investment-grade balance sheet by investing directionally within cash flow and through use of divestiture proceeds. |

| --- | --- | --- |

To that end, in 2016 we:

| | • | Expanded our position in the STACK by acquiring approximately 80,000 net acres and assets for $1.5 billion, and increased production in this key resource play by 37% compared to 2015; |

| --- | --- | --- |

| | • | Continued the shift to higher-margin products, with oil and bitumen production representing 44% of our retained asset production mix for 2016; |

| --- | --- | --- |

| | • | Successfully divested certain non-core upstream assets in the U.S. and our 50% interest in the Access Pipeline in Canada for $3.1 billion; |

| --- | --- | --- |

| | • | Reduced exploratory and developmental capital investment by approximately 65% compared to 2015; |

| --- | --- | --- |

| | • | Replaced approximately 175% of our retained-asset production through significant reserve additions; |

| --- | --- | --- |

| | • | Reduced G&A and field operating costs by $845 million, or 25%, primarily through cost reduction initiatives, including a workforce reduction in early 2016; |

| --- | --- | --- |

| | • | Reduced Devon debt by $3.1 billion, or 31%, and have no significant long term maturities until 2021; |

| --- | --- | --- |

| | • | Raised net proceeds of $1.5 billion in an offering of our common stock; and |

| --- | --- | --- |

| | • | Exited 2016 with approximately $5 billion in cash and Senior Credit Facility capacity. |

| --- | --- | --- |

[Index to Financial Statements](#IndexToFinancialStatements)

In addition, we recognized $267 million of restructuring and transaction costs during 2016 related to the workforce reduction and incurred $5.0 billion of noncash asset impairments as a result of the continued depressed prices for commodities but recognized $1.9 billion in gains on our divestiture transactions.

While the gain on divestitures and impairments significantly impacted our earnings, they had no effect on our operating cash flow or debt covenants.

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (Millions, except per share and per Boe amounts) | | | | | | | | | | | | | | | | | | |

| Core earnings (loss) attributable to Devon (1) | | $ | (38 | ) | | | \- 104 | % | | $ | 1,044 | | | | \- 48 | % | | $ | 2,017 | |

| Retained production (MBoe/d) | | | 568 | | | | \- 4 | % | | | 589 | | | | +13 | % | | | 521 | |

Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our U.S. and Canadian gas [added: and NGL] production.

Consequently, we [removed: periodically] [added: systematically] hedge a portion of our production through various financial transactions.

The key terms to our oil and gas derivative financial instruments as of December 31, [removed: 2016] [added: 2017] are presented in [removed: Note 3] [added: [Note 4](#Derivatives)] in “Item 8.

At December 31, [removed: 2016,] [added: 2017,] a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net [removed: liability] [added: asset] positions by [removed: the following amounts:][added: approximately $260 million.]

At December 31, [removed: 2016,] [added: 2017,] we had total debt of [removed: $10.2] [added: $10.4] billion.

Of this amount, [removed: $10.0] [added: $10.3] billion bears fixed interest rates averaging 5.3%, and approximately [removed: $150] [added: $74] million is comprised of floating rate debt with interest rates averaging [removed: 2.5%.][added: 3.2%.]

As of December 31, [removed: 2016,] [added: 2017,] we had open interest rate swap positions that are presented in [removed: Note 3] [added: [Note 4](#Derivatives)] in “Item 8.

A 10% change in these forward curves would not have materially impacted our balance sheet or liquidity at December 31, [removed: 2016.][added: 2017.]

A 10% unfavorable change in the Canadian-to-U.S. dollar exchange rate would not have materially impacted our December 31, [removed: 2016] [added: 2017] balance sheet.

However, some of [removed: our] [added: these] subsidiaries hold Canadian-dollar cash and engage in intercompany loans with Canadian subsidiaries that are based in Canadian dollars.

[added: Based on the amount of the cash and] intercompany loans as of December 31, [removed: 2016,] [added: 2017,] a 10% change in the foreign currency exchange rates would not have materially impacted our balance sheet.

| | | 10% Increase | | | | 10% Decrease | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain (loss): | | (Millions) | | | | | | |

| Gas derivatives | | $ | (67 | ) | | $ | 64 | |

| Oil derivatives | | $ | (234 | ) | | $ | 220 | |

| NGL derivatives | | $ | (1 | ) | | $ | 1 | |

| Processing and fractionation derivatives | | $ | (3 | ) | | $ | 3 | |

Based on the amount of the cash and

[Index to Financial Statements](#IndexToFinancialStatements)

Certain Environmental Matters

In addition, in August 2016, we received an information request from the EPA under the Clean Air Act relating to our compliance with certain air emission requirements under Clean Air Act regulations with respect to various locations in our Eagle Ford operations in south Texas.

We responded to this information request in November 2016.

Given its early stage and the general uncertainty in matters such as these, we are unable to predict the ultimate outcome of this information request, but it may result in the imposition of a fine or penalty, through settlement negotiations or otherwise, in excess of $100,000.

10-K 1 [removed: dvn-10k_20161231.htm DVN-10K-20161231][added: dvn-10k_20171231.htm 10-K]

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Securities registered pursuant to Section 12(g) of the Act: [added: None]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or a] smaller reporting [added: company or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer [removed: ☒] | | [added: ☑ |] Accelerated filer [removed: ☐] | | [added: ☐ |] Non-accelerated filer [removed: ☐] | | [removed: Smaller reporting company] ☐ |

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2016] [added: 2017] was approximately [removed: $18.9] [added: $16.7] billion, based upon the closing price of [removed: $36.25] [added: $31.97] per share as reported by the New York Stock Exchange on such date.

On February [removed: 8, 2017, 524.6] [added: 7, 2018, 526.1] million shares of common stock were outstanding.

| [Item 1A. Risk Factors](#ITEM_1A_RISK_FACTORS) | | [removed: 17] [added: 16] |

| [Item 1B. Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | [removed: 24] [added: 23] |

| [Item 3. Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | [removed: 25] [added: 23] |

| [Item 4. Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | [removed: 25] [added: 23] |

| [PART II](#PART_II) | | [removed: 26] [added: 24] |

| [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5) | | [removed: 26] [added: 24] |

| [Item 6. Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | [removed: 28] [added: 26] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7) | | [removed: 29] [added: 27] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#ITEM_7A) | | [removed: 54] [added: 49] |

| [Item 8. Financial Statements and Supplementary Data](#ITEM_8) | | [removed: 56] [added: 50] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM_9) | | [removed: 123] [added: 116] |

| [Item 9A. Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURE_S) | | [removed: 123] [added: 116] |

| [Item 9B. Other Information](#ITEM_9B_OR_INFORMATION) | | [removed: 123] [added: 116] |

| [PART III](#PART_III) | | [removed: 124] [added: 117] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#ITEM_10) | | [removed: 124] [added: 117] |

| [Item 11. Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | | [removed: 124] [added: 117] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12) | | [removed: 124] [added: 117] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#ITEM_13) | | [removed: 124] [added: 117] |

| [Item 14. Principal Accountant Fees and Services](#ITEM_14) | | [removed: 124] [added: 117] |

| [Item 15. Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STMTS_SCHED) | | [removed: 125] [added: 118] |

Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” [removed: “Devon” and] [added: “Devon,”] the “Company” [added: and “Registrant”] refer to Devon Energy Corporation and its consolidated subsidiaries.

[removed: “2015] [added: “2017] Plan” means the Devon Energy Corporation [removed: 2015] [added: 2017] Long-Term Incentive Plan.

Such forward-looking statements are based on our examination of historical operating trends, the information used to prepare our December 31, [removed: 2016] [added: 2017] reserve reports and other data in our possession or available from third parties.

| | • | the uncertainties, costs and risks involved in [removed: exploration] [added: oil] and [removed: development activities;] [added: gas operations;] |

| | • | our ability to successfully complete mergers, acquisitions and divestitures; [added: and] |

A Delaware corporation formed in 1971, [added: and publicly held since 1988,] Devon [added: (NYSE: DVN)] is an independent energy company engaged primarily in the exploration, development and production of oil, natural gas and NGLs.

Additionally, we control EnLink, a [removed: publicly–traded] [added: publicly traded] MLP with an integrated midstream business with significant size and scale in key operating regions in the U.S. For additional information regarding our control of, and ownership interest in, EnLink and its indirect general partner, the General Partner, see [removed: Note 2] [added: [Note 20](#NCI)] in “Item 8.

As of December 31, [removed: 2016,] [added: 2017,] Devon and its consolidated subsidiaries had approximately [removed: 5,000] [added: 4,900] employees, of which approximately 1,500 employees are employed by EnLink (through its subsidiaries).

Devon files or furnishes annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form [removed: 8-K] [added: 8-K,] as well as any amendments to these [removed: reports] [added: reports,] with the SEC.

Our [removed: formidable] portfolio of exploration and production assets and operations provides stable, environmentally responsible production and a platform for future growth.

[removed: We successfully reshaped our asset portfolio with non-core divestitures and the] [added: In 2017, we] continued [added: the] development of our world-class operations in the STACK and Delaware Basin.

These assets provide us with a sustainable, multi-decade growth platform that continues to improve [removed: in response to] [added: with] our successful drilling programs.

| Smaller reporting company | | ☐ | Emerging growth company | | ☐ | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Portions of Registrant’s definitive Proxy Statement relating to Registrant’s 2018 annual meeting of stockholders have been incorporated by reference in Part III of this Annual Report on Form 10-K.

| [PART IV](#Part_IV) | | 118 |

| [Item 16. Form 10-K Summary](#ITEM_16_Form10K_Summary) | | 125 |

| [Signatures](#SIGNATURES) | | 126 |

All monetary values, other than per unit and per share amounts, are stated in millions of U.S. dollars unless otherwise specified.

“2015 Plan” means the Devon Energy Corporation 2015 Long-Term Incentive Plan, as amended and restated.

“ASC” means Accounting Standards Codification.

“M&M operations” means marketing and midstream revenues minus marketing and midstream expenses.

“Tax Reform Legislation” means Tax Cuts and Jobs Act.

“Upstream operations” means upstream revenues minus production expenses.

| | • | cyberattack risks; |

Devon’s “2020 Vision” is our plan through the end of the decade intended to optimize returns and deliver top-tier capital-efficient, cash-flow growth.

Our 2020 Vision is focused on the following strategic priorities:

| | • | Maximize cash flow by optimizing base production and reducing per-unit cash costs; |

| | • | Improve capital efficiency with a concentration of investment on highest-returning development projects in the Delaware Basin and STACK; |

| | • | Simplify our portfolio by monetizing non-core assets; |

| | • | Improve financial strength by reducing debt; and |

| | • | Return cash to shareholders. |

With investments in proprietary data tools, predictive analytics and artificial intelligence, we are delivering industry-leading, initial-rate well productivity and improving the performance of our established wells.

We also continue to implement new shareholder-friendly initiatives, which include new returns-based metrics aligned to employee compensation and the conversion to successful efforts accounting which provides greater transparency into our financial performance.


deliver high-margin growth for many years to come.

During 2017, our continued appraisal and development work enabled us to increase our proved reserves by approximately 60%.

At December 31, 2017, we had eight operated rigs developing this asset.

In 2018, we plan to invest approximately $725 million of capital in the Delaware Basin as we shift to expanded development operations, primarily focused on the Bone Spring formation.

Devon is currently targeting the Woodford Shale and the Meramec zones.

In 2018, we plan approximately $700 million of capital investment and expect to accelerate full-field development activity.

The majority of our Pike leasehold does not expire until 2025 and 2026.

In 2017, we closed on the sale of our Lavaca assets for approximately $200 million.

The Johnson County assets are currently being marketed as part of our non-core divestiture program.

operating methods and government regulations.

| 2017 | | | | | | | | | | | | | | | | | | | | |

| STACK | | | 9 | | | | — | | | | 107 | | | | 11 | | | | 38 | |

| U.S. | | | 42 | | | | — | | | | 433 | | | | 36 | | | | 150 | |

| STACK | | | 7 | | | | — | | | | 103 | | | | 9 | | | | 33 | |

| STACK | | | 3 | | | | — | | | | 86 | | | | 8 | | | | 25 | |

| 2017 | | | | | | | | | | | | | | | | | | | | |

| Barnett Shale | | $ | 49.72 | | | $ | — | | | $ | 2.47 | | | $ | 13.67 | | | $ | 6.86 | |

[Index to Financial Statements](#IndexToFinancialStatements)

| --- | --- |

| --- | --- | --- |

None

| --- | --- | --- | --- | --- | --- | --- |

Proxy statement for the 2017 annual meeting of stockholders – Part III

| --- | --- | --- |

| [PART IV](#Part_IV) | | 125 |

| [Signatures](#SIGNATURES) | | 133 |

“Coronado” means Coronado Midstream Holdings LLC.

“Crosstex” means Crosstex Energy, Inc. together with Crosstex Energy L.P.

“E2” means E2 Energy Services, LLC together with E2 Appalachian Compression, LLC.

“LPC” means LPC Crude Oil Marketing LLC.

“Matador” means MRC Energy Company.

“Tall Oak” means Tall Oak Midstream, LLC.

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| | • | cyberattacks targeting our systems and infrastructure; and |

Devon has been publicly held since 1988, and our common stock is listed on the NYSE under the ticker symbol DVN.

In addition, the public may read and copy any materials Devon files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549.

The public may also obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We focus our business on building value per share by:

| | • | managing a premier asset portfolio; |

| | • | delivering top-tier results within the areas that we operate; |

| | • | continuing disciplined capital allocation; and |

| | • | maintaining significant financial strength. |

For Devon, 2016 was a transformational year as we executed our strategy.

production since 2011 and has a deep inventory of development opportunities to deliver future oil growth.

Adding to these operational highlights, we had several key actions in 2016 as discussed below.

| | • | Raised net proceeds of $1.5 billion in an offering of our common stock |

| | • | Reduced exploratory and development capital investment by $2.8 billion, or 65% |

| | • | Reduced G&A and field operating costs by $845 million, or 25% |

| | • | Reduced our dividend $175 million, or 44% |

| | • | Successfully divested certain non-core upstream assets in the U.S. and our 50% interest in the Access Pipeline in Canada for approximately $3.1 billion |

| | • | Reduced Devon’s debt by $3.1 billion, or 31%, and have no significant long term maturities until July 2021 |

| | • | Completed a strategic bolt-on acquisition in the STACK for $1.5 billion |

| | • | Exited 2016 with approximately $5 billion in liquidity |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Index to Financial Statements](#IndexToFinancialStatements)

On February [removed: 8, 2017,] [added: 7, 2018,] there were [removed: 7,856] [added: 7,466] holders of record of our common stock.

We began paying regular quarterly cash dividends [removed: on our common stock] in the second quarter of 1993.

The following table sets forth the quarterly high and low [removed: sales] prices for our common stock [removed: as reported by the NYSE] during [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] as well as the quarterly dividends per [removed: share paid during 2016 and 2015.][added: share.]

| Quarter Ended [removed: 2015:] [added: 2017:] | | | | | | | | | | | | |

The graph was prepared assuming $100 was invested on December 31, [removed: 2011] [added: 2012] in Devon’s common stock, the S&P 500 Index and the peer group, and dividends have been reinvested subsequent to the initial investment.

[removed: ][added: ]

The following table [removed: provides information regarding] [added: details] purchases of our common stock that were made by us during the fourth quarter of [removed: 2016.][added: 2017.]

| (1) | Share repurchases represent shares received by us from employees for the payment of personal income tax withholding on [removed: restricted stock] [added: share-based compensation] vesting. |

[removed: Eligible employees purchased approximately 80,600 shares of our common] stock in [removed: 2016,] [added: 2017,] at then-prevailing stock prices, that they held through their ownership in the Devon Stock Fund.

We acquired the shares of our common stock sold under [removed: the Devon Plan] [added: this plan] through open-market purchases.

Similarly, eligible Canadian employees may purchase shares of our common stock through an investment in the Canadian Plan, which is administered by an independent [removed: trustee, Sun Life Assurance Company of Canada.][added: trustee.]

These shares and any interest in the Canadian Plan were offered and sold in reliance on the exemptions for offers and sales of securities made outside of the U.S., including under Regulation S for offers and sales of securities to employees pursuant to an employee benefit plan established and administered in accordance with the law of a country other than the U.S. [removed: In 2016, there were no shares purchased by Canadian employees.]

The declaration of future dividends is a business decision made by our Board of Directors from time to time, and will depend on Devon’s financial condition and other relevant factors.

| December 31, 2017 | | $ | 42.60 | | | $ | 33.98 | | | $ | 0.06 | |

| September 30, 2017 | | $ | 37.44 | | | $ | 28.80 | | | $ | 0.06 | |

| June 30, 2017 | | $ | 43.50 | | | $ | 29.89 | | | $ | 0.06 | |

| March 31, 2017 | | $ | 49.45 | | | $ | 38.02 | | | $ | 0.06 | |

During 2017, we did not repurchase any shares that were a part of a publicly announced program.

| October 1 - October 31 | | | 9,768 | | | $ | 35.27 | |

| November 1 - November 30 | | | 29,160 | | | $ | 38.68 | |

| December 1 - December 31 | | | 2,321 | | | $ | 39.06 | |

| Total | | | 41,249 | | | $ | 37.89 | |

Eligible employees purchased approximately 46,000 shares of our common

Eligible employees purchased approximately 6,200 shares of our common stock in 2017.

| December 31, 2015 | | $ | 48.68 | | | $ | 28.00 | | | $ | 0.24 | |

| September 30, 2015 | | $ | 59.80 | | | $ | 36.01 | | | $ | 0.24 | |

| June 30, 2015 | | $ | 70.48 | | | $ | 58.77 | | | $ | 0.24 | |

| March 31, 2015 | | $ | 67.08 | | | $ | 56.35 | | | $ | 0.24 | |

| October 1 - October 31 | | | 25,638 | | | $ | 43.29 | |

| November 1 - November 30 | | | 96,822 | | | $ | 42.15 | |

| December 1 - December 31 | | | 3,778 | | | $ | 47.30 | |

| Total | | | 126,238 | | | $ | 42.54 | |

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016*] | | | | [removed: 2014] [added: 2015*] | | | | [removed: 2013] [added: 2014*] | | | | [removed: 2012] [added: 2013*] | | |

| Earnings (loss) from continuing operations [added: per share] attributable to [removed: Devon (1)] [added: Devon:] | | [removed: $] | [removed: (3,302] | [removed: )] | | [removed: $] | [removed: (14,454] | [removed: )] | | [removed: $] | [removed: 1,607] | | | [removed: $] | [removed: (20] | [removed: )] | | [removed: $] | [removed: (185] | [removed: )] |

| Cash dividends per common share | | $ | [removed: 0.42] [added: 0.24] | | | $ | [removed: 0.96] [added: 0.42] | | | $ | [removed: 0.94] [added: 0.96] | | | $ | [removed: 0.86] [added: 0.94] | | | $ | [removed: 0.80] [added: 0.86] | |

| Long-term debt (2) | | $ | [removed: 10,154] [added: 10,291] | | | $ | [removed: 12,056] [added: 10,154] | | | $ | [removed: 9,761] [added: 12,056] | | | $ | [removed: 7,888] [added: 9,761] | | | $ | [removed: 8,395] [added: 7,888] | |

| (1) | Material asset impairments and acquisition and divestiture activity have had significant impacts on operating results and the carrying value of our oil and gas [removed: assets over the past few years.] [added: assets.] More discussion on these items can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in [removed: Note 2] [added: [Note 3](#AcquisitionsAndDivestitures)] and [removed: Note 5] [added: [](#AcquisitionsAndDivestitures)[Note 6](#AssetImpairments)] of “Item 8. Financial Statements and Supplementary Data” of this report. |

| (2) | Debt balances at December 31, [added: 2017,] 2016, 2015 and 2014 include [added: $3.5 billion,] $3.3 billion, $3.1 billion and $2.0 billion, respectively, of EnLink [added: and the General Partner] debt that is non-recourse to Devon. |

| Statement of Earnings data: | | | | | | | | | | | | | | | | | | | | |

| Upstream revenues | | $ | 5,307 | | | $ | 3,981 | | | $ | 5,885 | | | $ | 11,619 | | | $ | 7,296 | |

| Total revenues | | $ | 13,949 | | | $ | 10,304 | | | $ | 13,145 | | | $ | 19,285 | | | $ | 9,362 | |

| Earnings (loss) from continuing operations (1) | | $ | 1,078 | | | $ | (1,458 | ) | | $ | (13,645 | ) | | $ | (753 | ) | | $ | (938 | ) |

| Earnings (loss) from continuing operations attributable to Devon (1) | | $ | 898 | | | $ | (1,056 | ) | | $ | (12,896 | ) | | $ | (837 | ) | | $ | (938 | ) |

| Basic (1) | | $ | 1.71 | | | $ | (2.09 | ) | | $ | (31.72 | ) | | $ | (2.08 | ) | | $ | (2.34 | ) |

| Diluted (1) | | $ | 1.70 | | | $ | (2.09 | ) | | $ | (31.72 | ) | | $ | (2.08 | ) | | $ | (2.34 | ) |

| Balance Sheet data: | | | | | | | | | | | | | | | | | | | | |

| Total assets (1) | | $ | 30,241 | | | $ | 28,675 | | | $ | 29,673 | | | $ | 49,253 | | | $ | 44,390 | |

| Stockholders' equity | | $ | 14,104 | | | $ | 12,722 | | | $ | 11,111 | | | $ | 24,789 | | | $ | 20,729 | |

| Common shares outstanding | | | 525 | | | | 523 | | | | 418 | | | | 409 | | | | 406 | |

| * | Prior year amounts have been recast due to change in accounting principle. See [Note 2](#Change_Acct_Princ) in “Item 8. Financial Statements and Supplementary Data” of this report. |

| --- | --- |

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| | | (Millions, except per share amounts) | | | | | | | | | | | | | | | | | | |

| Oil, gas and NGL sales | | $ | 4,182 | | | $ | 5,382 | | | $ | 9,910 | | | $ | 8,522 | | | $ | 7,153 | |

| Total revenues and other (1) | | $ | 12,197 | | | $ | 13,145 | | | $ | 20,638 | | | $ | 10,388 | | | $ | 9,514 | |

| Earnings (loss) from continuing operations (1) | | $ | (3,704 | ) | | $ | (15,203 | ) | | $ | 1,691 | | | $ | (20 | ) | | $ | (185 | ) |

| Earnings (loss) from continuing operations per share attributable to Devon – Basic (1) | | $ | (6.52 | ) | | $ | (35.55 | ) | | $ | 3.93 | | | $ | (0.06 | ) | | $ | (0.47 | ) |

| Earnings (loss) from continuing operations per share attributable to Devon – Diluted (1) | | $ | (6.52 | ) | | $ | (35.55 | ) | | $ | 3.91 | | | $ | (0.06 | ) | | $ | (0.47 | ) |

| Weighted average common shares outstanding - Basic | | | 513 | | | | 412 | | | | 409 | | | | 406 | | | | 404 | |

| Weighted average common shares outstanding - Diluted | | | 513 | | | | 412 | | | | 411 | | | | 406 | | | | 404 | |

| Total assets (1) | | $ | 25,913 | | | $ | 29,451 | | | $ | 50,568 | | | $ | 42,809 | | | $ | 43,266 | |

| Stockholders' equity | | $ | 10,375 | | | $ | 10,989 | | | $ | 26,341 | | | $ | 20,499 | | | $ | 21,278 | |

| [Report of Independent Registered Public Accounting Firm](#Report_of_Independent_Registered_Public) | | [removed: 57] [added: 51] |

| [Consolidated Comprehensive Statements of Earnings](#Comprehensive_Statements) | | [removed: 58] [added: 53] |

| [Consolidated Statements of Cash Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS) | | [removed: 59] [added: 54] |

| [Consolidated Balance Sheets](#CONSOLIDATED_BALANCE_SHEETS) | | [removed: 60] [added: 55] |

| [Consolidated Statements of [removed: Stockholders’] Equity](#CONSOLIDATED_STATEMENTS_OF_STOCKHOLDERS) | | [removed: 61] [added: 56] |

| [Notes to Consolidated Financial Statements](#Note) | | [removed: 62] [added: 57] |

| [Note 1 – Summary of Significant Accounting Policies](#SummaryOfSignificantAccountingPolicies) | | [removed: 62] [added: 57] |

| [Note [removed: 2] [added: 3] – Acquisitions and Divestitures](#AcquisitionsAndDivestitures) | | [removed: 70] [added: 71] |

| [Note [removed: 3] [added: 4] – Derivative Financial Instruments](#Derivatives) | | [removed: 75] [added: 73] |

| [Note [removed: 4] [added: 5] – Share-Based Compensation](#ShareBasedComp) | | [removed: 77] [added: 75] |

| [Note [removed: 5] [added: 6] – Asset Impairments](#AssetImpairments) | | [removed: 81] [added: 79] |

[removed: | [Note 6 –] Restructuring and Transaction [removed: Costs](#Restructuring) | | 81 |][added: Costs]

| [Note [removed: 7] [added: 8] – Income [removed: Taxes](#IncomeTaxes)] [added: Taxes](#Income_Taxes)] | | [removed: 83] [added: 81] |

| [Note [removed: 8] [added: 9] – Net Earnings (Loss) Per Share Attributable to Devon](#EPS) | | [removed: 87] [added: 85] |

| [Note [removed: 9] [added: 10] – Other Comprehensive Earnings](#OCI) | | [removed: 88] [added: 86] |

| [Note [removed: 10] [added: 11] – Supplemental Information to Statements of Cash Flows](#SupplementalCashFlow) | | [removed: 88] [added: 86] |

| [Note [removed: 11] [added: 12] – Accounts Receivable](#AccountsReceivable) | | [removed: 89] [added: 87] |

| [Note [removed: 12] [added: 14] – Goodwill and Other Intangible Assets](#Goodwill) | | 89 |

| [Note [removed: 13] [added: 15] – Other Current Liabilities](#OtherCurrentLiabilities) | | [removed: 91] [added: 90] |

| [Note [removed: 14] [added: 16] – Debt and Related Expenses](#Debt) | | [removed: 92] [added: 91] |

| [Note [removed: 15] [added: 17] – Asset Retirement Obligations](#ARO) | | [removed: 95] [added: 94] |

| [Note [removed: 16] [added: 18] – Retirement Plans](#RetirementPlans) | | [removed: 95] [added: 94] |

| [Note [removed: 17] [added: 19] – Stockholders’ Equity](#StockholdersEquity) | | [removed: 102] [added: 98] |

| [Note [removed: 18] [added: 20] – Noncontrolling Interests](#NCI) | | [removed: 103] [added: 98] |

| [Note [removed: 19] [added: 21] – Commitments and Contingencies](#Commitments) | | [removed: 104] [added: 99] |

| [Note [removed: 20] [added: 22] – Fair Value Measurements](#FairValue) | | [removed: 106] [added: 101] |

| [Note [removed: 21] [added: 23] – Segment Information](#SegmentInfo) | | [removed: 107] [added: 102] |

| [Note [removed: 22] [added: 24] – Supplemental Information on Oil and Gas Operations (Unaudited)](#SupplementalOilAndGas) | | [removed: 109] [added: 104] |

| [Note [removed: 23] [added: 25] – Supplemental Quarterly Financial Information (Unaudited)](#QuarterlyFinancialInfo) | | [removed: 121] [added: 112] |

We have audited the accompanying consolidated balance sheets of Devon Energy Corporation and subsidiaries [added: (the “Company”)] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related consolidated [removed: comprehensive] statements of [added: comprehensive] earnings, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2016.][added: 2017, and the related notes (collectively, the “consolidated financial statements”).]

We also have audited [removed: Devon Energy Corporation’s] [added: the Company’s] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control – Integrated Framework [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

[removed: Devon Energy Corporation’s] [added: The Company’s] management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [added: the accompanying] Management’s Annual Report [added: on Internal Control over Financial Reporting] contained in “Item 9A.

[added: Controls and Procedures.”] Our responsibility is to express an opinion on [removed: these] [added: the Company’s] consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the consolidated financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

[removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the] company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of [removed: Devon Energy Corporation and subsidiaries] as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2016,] [added: 2017,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, [removed: Devon Energy Corporation] [added: the Company] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control – Integrated Framework [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016*] | | | | [removed: 2014] [added: 2015*] | | |

| [Note 2 – Change in Accounting Principle](#Change_Acct_Princ) | | 67 |

| [Note 7 – Other Expenses](#OtherExpenses) | | 80 |

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

Change in Accounting Principle

As discussed in [Note 1](#SummaryOfSignificantAccountingPolicies) to the consolidated financial statements, the Company has elected to change its method of accounting for oil and gas exploration and development activities from the full cost method of accounting to the successful efforts method of accounting in 2017.

Basis for Opinion

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

We have served as the Company’s auditor since 1980.

| Upstream revenues | | $ | 5,307 | | | $ | 3,981 | | | $ | 5,885 | |

| Total revenues | | | 13,949 | | | | 10,304 | | | | 13,145 | |

| Production expenses | | | 1,823 | | | | 1,803 | | | | 2,439 | |

| Exploration expenses | | | 380 | | | | 215 | | | | 451 | |

| Marketing and midstream expenses | | | 7,730 | | | | 5,533 | | | | 6,461 | |

| Asset impairments | | | 17 | | | | 1,310 | | | | 17,647 | |

| Asset dispositions | | | (217 | ) | | | (1,483 | ) | | | 7 | |

| Financing costs, net | | | 498 | | | | 907 | | | | 519 | |

| Other expenses | | | (124 | ) | | | 375 | | | | 264 | |

| Total expenses | | | 13,053 | | | | 11,621 | | | | 33,003 | |

| Income tax expense (benefit) | | | (182 | ) | | | 141 | | | | (6,213 | ) |

| Net earnings (loss) | | | 1,078 | | | | (1,458 | ) | | | (13,645 | ) |

| Basic | | $ | 1.71 | | | $ | (2.09 | ) | | $ | (31.72 | ) |

| Diluted | | $ | 1.70 | | | $ | (2.09 | ) | | $ | (31.72 | ) |

| Net earnings (loss) | | $ | 1,078 | | | $ | (1,458 | ) | | $ | (13,645 | ) |

| Foreign currency translation and other | | | 83 | | | | 11 | | | | (443 | ) |

| Comprehensive earnings (loss) | | | 1,190 | | | | (1,425 | ) | | | (14,078 | ) |

| Comprehensive earnings (loss) attributable to Devon | | $ | 1,010 | | | $ | (1,023 | ) | | $ | (13,329 | ) |

| * | Prior year amounts have been recast due to change in accounting principle. See [Note 2](#Change_Acct_Princ) in “Item 8. Financial Statements and Supplementary Data” of this report. |

| Net earnings (loss) | | $ | 1,078 | | | $ | (1,458 | ) | | $ | (13,645 | ) |

| Exploratory dry hole expense and unproved leasehold impairments | | | 219 | | | | 113 | | | | 248 | |

| Asset impairments | | | 17 | | | | 1,310 | | | | 17,647 | |

| Gains and losses on asset sales | | | (217 | ) | | | (1,483 | ) | | | 7 | |

| Deferred income tax expense (benefit) | | | (294 | ) | | | 41 | | | | (5,976 | ) |

| Commodity derivatives | | | (157 | ) | | | 201 | | | | (503 | ) |

| Cash settlements on commodity derivatives | | | 53 | | | | 1 | | | | 2,416 | |

| Share-based compensation | | | 198 | | | | 233 | | | | 244 | |

| Other | | | (122 | ) | | | 270 | | | | 312 | |

[Index to Financial Statements](#IndexToFinancialStatements)

Controls and Procedures” of Devon Energy Corporation’s Annual Report on Form 10-K.

February 15, 2017

DEVON ENERGY CORPORATION AND SUBSIDIARIES

| | | | | | | | | | | | | |

| | | (Millions, except per share amounts) | | | | | | | | | | |

| Oil, gas and NGL derivatives | | | (201 | ) | | | 503 | | | | 1,989 | |

| Asset dispositions and other | | | 1,893 | | | | — | | | | 1,072 | |

| Total revenues and other | | | 12,197 | | | | 13,145 | | | | 20,638 | |

| Lease operating expenses | | | 1,582 | | | | 2,104 | | | | 2,332 | |

| Production and property taxes | | | 275 | | | | 388 | | | | 535 | |

| Other operating items | | | 64 | | | | 78 | | | | 93 | |

| Total operating expenses | | | 15,092 | | | | 33,872 | | | | 15,940 | |

| Operating income (loss) | | | (2,895 | ) | | | (20,727 | ) | | | 4,698 | |

| Other nonoperating items | | | 78 | | | | 24 | | | | 113 | |

| Net earnings (loss) | | | (3,704 | ) | | | (15,203 | ) | | | 1,691 | |

| Basic | | $ | (6.52 | ) | | $ | (35.55 | ) | | $ | 3.93 | |

| Diluted | | $ | (6.52 | ) | | $ | (35.55 | ) | | $ | 3.91 | |

| Net earnings (loss) | | $ | (3,704 | ) | | $ | (15,203 | ) | | $ | 1,691 | |

| Comprehensive earnings (loss) | | | (3,650 | ) | | | (15,752 | ) | | | 1,202 | |

DEVON ENERGY CORPORATION AND SUBSIDIARIES

| | | | | | | | | | | | | |

| | | (Millions) | | | | | | | | | | |

| Net earnings (loss) | | $ | (3,704 | ) | | $ | (15,203 | ) | | $ | 1,691 | |

| Amortization of stock-based compensation | | | 194 | | | | 181 | | | | 163 | |

| | | (Millions, except share data) | | | | | | |

| Oil and gas, based on full cost accounting: | | | | | | | | |

| Subject to amortization | | | 75,648 | | | | 78,190 | |

| Not subject to amortization | | | 3,437 | | | | 2,584 | |

| Less accumulated depreciation, depletion and amortization | | | (73,350 | ) | | | (72,086 | ) |

| | | (Millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2013 | | | 406 | | | $ | 41 | | | $ | 3,780 | | | $ | 15,410 | | | $ | 1,268 | | | $ | — | | | $ | — | | | $ | 20,499 | |

| Net earnings | | | — | | | | — | | | | — | | | | 1,607 | | | | — | | | | — | | | | 84 | | | | 1,691 | |

| Stock option exercises | | | 1 | | | | — | | | | 93 | | | | — | | | | — | | | | — | | | | — | | | | 93 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

instruments are also recorded in earnings.

Based on their evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, [removed: 2016] [added: 2017] to ensure that the information required to be disclosed by Devon in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Based on this evaluation under the 2013 COSO Framework, which was completed on February [removed: 15, 2017,] [added: 21, 2018,] management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] has been audited by KPMG LLP, an independent registered public accounting firm who audited our consolidated financial statements as of and for the year ended December 31, [removed: 2016,] [added: 2017,] as stated in their report, which is included under “Item 8.

There [removed: was] [added: were] no [removed: change] [added: other changes] in our internal control over financial reporting during the fourth quarter of [removed: 2016] [added: 2017] that [removed: has] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, our internal control over financial reporting.

In the fourth quarter of 2017, we added and modified certain internal control processes as a result of changing our method of accounting for oil and gas exploration and development activities from the full cost method to the successful efforts method.

The information called for by this Item 10 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2016.][added: 2017.]

The information called for by this Item 11 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2016.][added: 2017.]

The information called for by this Item 12 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2016.][added: 2017.]

The information called for by this Item 13 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2016.][added: 2017.]

The information called for by this Item 14 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2016.][added: 2017.]

(a) The following documents are [removed: filed] [added: included] as part of this report:

| 2.1 | | Agreement and Plan of Merger dated October 21, 2013, by and among Registrant, Devon Gas Services, L.P., Acacia Natural Gas Corp I, Inc., Crosstex Energy, Inc., New Public Rangers L.L.C., Boomer Merger Sub, Inc. and Rangers Merger Sub, Inc. [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 2.1 to Registrant’s Form 8-K filed October 22, 2013; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312513405678/d615009dex21.htm)).] |

| 2.2 | | Contribution Agreement dated October 21, 2013, by and among Registrant, Devon Gas Corporation, Devon Gas Services, L.P., Southwestern Gas Pipeline, Inc., Crosstex Energy, L.P. and Crosstex Energy Services, L.P. [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 2.2 to Registrant’s Form 8-K filed October 22, 2013; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312513405678/d615009dex22.htm)).] |

| 3.1 | | Registrant’s Restated Certificate of Incorporation [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 3.1 of Registrant’s Form 10-K filed February 21, 2013; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312513068817/d477194dex31.htm)).] |

| 3.2 | | Registrant’s Bylaws [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 3.1 of Registrant’s Form 8-K filed January 27, 2016; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312516439838/d66884dex31.htm)).] |

| [removed: 4.3] [added: 4.1] | | Indenture, dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed July 12, 2011; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095012311065185/d83452exv4w1.htm)).] |

| [removed: 4.4] [added: 4.2] | | Supplemental Indenture No. 1, dated as of July 12, 2011, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 4.00% Senior Notes due 2021 and the 5.60% Senior Notes due 2041 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.2 to Registrant’s Form 8-K filed July 12, 2011; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095012311065185/d83452exv4w2.htm)).] |

| [removed: 4.5] [added: 4.3] | | Supplemental Indenture No. 2, dated as of May 14, 2012, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 3.250% Senior Notes due 2022 and the 4.750% Senior Notes due 2042 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed May 14, 2012; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512231109/d352279dex41.htm)).] |

| [removed: 4.6] [added: 4.4] | | Supplemental Indenture No. 3, dated as of December 19, 2013, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 2.25% Senior Notes due 2018 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed December 19, 2013; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312513478895/d647568dex41.htm)).] |

| [removed: 4.7] [added: 4.5] | | Supplemental Indenture No. 4, dated as of June 16, 2015, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.000% Senior Notes due 2045 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed June 16, 2015; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515224683/d943351dex41.htm)).] |

| [removed: 4.8] [added: 4.6] | | Supplemental Indenture No. 5, dated as of December 15, 2015, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.850% Senior Notes due 2025 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed December 15, 2015; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515403754/d105477dex41.htm)).] |

| [removed: 4.9] [added: 4.7] | | Indenture, dated as of March 1, 2002, between Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as Trustee [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.1 of Registrant’s Form 8-K filed April 9, 2002; File No. [removed: 000-30176).] [added: 000-30176](http://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-1.txt)).] |

| [removed: 4.10] [added: 4.8] | | Supplemental Indenture No. 1, dated as of March 25, 2002, to Indenture dated as of March 1, 2002, between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.95% Senior Debentures due 2032 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.2 to Registrant’s Form 8-K filed April 9, 2002; File No. [removed: 000-30176).] [added: 000-30176](http://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-2.txt)).] |

| [removed: 4.11] [added: 4.9] | | Supplemental Indenture No. 3, dated as of January 9, 2009, to Indenture dated as of March 1, 2002, between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 6.30% Senior Notes due 2019 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed January 9, 2009; File No. [removed: 000-32318).] [added: 000-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095013409000361/d65819exv4w1.htm)).] |

| [removed: 4.12] [added: 4.10] | | Indenture, dated as of October 3, 2001, [removed: by and] among Devon Financing Company, L.L.C. (f/k/a Devon Financing Corporation, U.L.C.), as Issuer, Registrant, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., originally The Chase Manhattan Bank, as Trustee, relating to the 7.875% Debentures due 2031 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.7 to Registrant’s Registration Statement on Form S-4 filed October 31, 2001; File No. [removed: 333-68694).] [added: 333-68694](http://www.sec.gov/Archives/edgar/data/1090012/000095013401507773/d90138a2ex4-7.txt)).] |

| [removed: 4.13] [added: 4.11] | | Indenture, dated as of July 8, 1998, [removed: by and] among Devon OEI Operating, L.L.C. (as successor to Ocean Energy, Inc.), its Subsidiary Guarantors, and Wells Fargo Bank, N.A. (as successor to Norwest Bank Minnesota, National Association), as Trustee, relating to the 8.25% Senior Notes due 2018 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.24 to Ocean Energy, Inc.’s Form 10-Q filed August 14, 1998; File No. [removed: 001-14252).] [added: 001-14252](http://www.sec.gov/Archives/edgar/data/930550/0000899243-98-001593.txt)).] |

| [removed: 4.14] [added: 4.12] | | First Supplemental Indenture, dated March 30, 1999, to Indenture dated as of July 8, 1998, by and among Devon OEI Operating, L.L.C., its Subsidiary Guarantor, and Wells Fargo Bank, N.A., as Trustee, relating to the 8.25% Senior Notes due 2018 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.5 to Ocean Energy, Inc.’s Form 10-Q filed May 17, 1999; File No. [removed: 001-08094).] [added: 001-08094](http://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)).] |

| [removed: 4.15] [added: 4.13] | | Second Supplemental Indenture, dated as of May 9, 2001, to Indenture dated as of July 8, 1998, by and among Devon OEI Operating, L.L.C., its Subsidiary Guarantor, and Wells Fargo Bank, N.A., as Trustee, relating to the 8.25% Senior Notes due 2018 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 99.2 to Ocean Energy, Inc.’s Form 8-K filed May 14, 2001; File No. [removed: 033-06444).] [added: 033-06444](http://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-2.txt)).] |

| [removed: 4.16] [added: 4.14] | | Third Supplemental Indenture, dated January 23, 2006, to Indenture dated as of July 8, 1998, by and among Devon OEI Operating, L.L.C., as Issuer, Devon Energy Production Company, L.P., as Successor Guarantor, and Wells Fargo Bank, N.A., as Trustee, relating to the 8.25% Senior Notes due 2018 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.23 of Registrant’s Form 10-K filed March 3, 2006; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w23.htm)).] |

| [removed: 4.17] [added: 4.15] | | Senior Indenture, dated as of September 1, 1997, between Devon OEI Operating, L.L.C. (as successor to Seagull Energy Corporation) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as Trustee, and related Specimen of 7.50% Senior Notes due 2027 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.4 to Ocean Energy Inc.’s Form 10-K filed March 23, 1998; File No. [removed: 001-08094).] [added: 001-08094](http://www.sec.gov/Archives/edgar/data/320321/0000320321-98-000034.txt)).] |

| [removed: 4.18] [added: 4.16] | | First Supplemental Indenture, dated as of March 30, 1999, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., its Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.10 to Ocean Energy, Inc.’s Form 10-Q filed May 17, 1999; File No. [removed: 001-08094).] [added: 001-08094](http://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)).] |

| [removed: 4.19] [added: 4.17] | | Second Supplemental Indenture, dated as of May 9, 2001, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., its Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 99.4 to Ocean Energy, Inc.’s Form 8-K filed May 14, 2001; File No. [removed: 033-06444).] [added: 033-06444](http://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-4.txt)).] |

| [removed: 4.20] [added: 4.18] | | Third Supplemental Indenture, dated [added: as of] December 31, 2005, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., as Issuer, Devon Energy Production Company, L.P., as Successor Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.27 of Registrant’s Form 10-K filed March 3, 2006; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w27.htm)).] |

| [removed: 4.21] [added: 4.19] | | Indenture, dated as of March 19, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as Trustee (the “EnLink Indenture”) [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Form 8-K filed March 21, 2014; File No. [removed: 001-36340).†] [added: 001-36340](http://www.sec.gov/Archives/edgar/data/1179060/000110465914021826/a14-8535_1ex4d2.htm)).†] |

| [removed: 4.22] [added: 4.20] | | First Supplemental Indenture, dated as of March 19, 2014, to the EnLink Indenture, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as Trustee [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Form 8-K filed March 21, 2014; File No. [removed: 001-36340).†] [added: 001-36340](http://www.sec.gov/Archives/edgar/data/1179060/000110465914021826/a14-8535_1ex4d3.htm)).†] |

| [removed: 4.23] [added: 4.21] | | Second Supplemental Indenture, dated as of November 12, 2014, to the EnLink Indenture, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as Trustee [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Form 8-K filed November 12, 2014; File No. [removed: 001-36340).†] [added: 001-36340](http://www.sec.gov/Archives/edgar/data/1179060/000110465914079851/a14-24212_1ex4d3.htm)).†] |

| [removed: 4.24] [added: 4.22] | | Third Supplemental Indenture, dated as of May 12, 2015, to the EnLink Indenture, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as Trustee [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Form 8-K filed May 12, 2015; File No. [removed: 001-36340).†] [added: 001-36340](http://www.sec.gov/Archives/edgar/data/1179060/000110465915037304/a15-11321_1ex4d3.htm)).†] |

| [removed: 4.25] [added: 4.23] | | Fourth Supplemental Indenture, dated as of July 14, 2016, to the EnLink Indenture, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as Trustee [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Form 8-K filed July 14, 2016; File No. [removed: 001-36340).†] [added: 001-36340](http://www.sec.gov/Archives/edgar/data/1179060/000110465916132675/a16-14714_4ex4d2.htm)).†] |

| 10.1 | | Credit Agreement, dated as of October 24, 2012, among Registrant, as U.S. Borrower, Devon [removed: NEC Corporation and Devon] Canada Corporation, as Canadian [removed: Borrowers,] [added: Borrower,] each lender from time to time party thereto, each L/C Issuer from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Canadian Swing Line Lender and U.S. Swing Line Lender [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.1 of Registrant’s Form 8-K filed October 29, 2012; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512439617/d428590dex101.htm)).] |

| 10.2 | | Extension Agreement, dated as of September 3, 2013, to the Credit Agreement dated October 24, 2012, among Registrant, as U.S. Borrower, Devon [removed: NEC Corporation and Devon] Canada Corporation, as Canadian [removed: Borrowers,] [added: Borrower,] Devon Financing Company, L.L.C., the consenting lenders, and Bank of America, N.A., as Administrative Agent, Canadian Swing Line Lender and U.S. Swing Line Lender, with respect to [removed: Borrower’s] [added: the] extension of the [removed: Maturity Date] [added: maturity date] from October 24, 2017 to October 24, 2018 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed November 6, 2013; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312513429977/d620405dex101.htm)).] |

| 10.3 | | First Amendment to Credit Agreement, dated as of February 3, 2014, to the Credit Agreement dated October 24, 2012, among Registrant, as U.S. Borrower, Devon [removed: NEC Corporation and Devon] Canada Corporation, as Canadian [removed: Borrowers,] [added: Borrower,] each lender from time to time party thereto, each L/C Issuer from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Canadian Swing Line Lender and U.S. Swing Line Lender [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.1 of Registrant’s Form 8-K filed February 7, 2014; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514040134/d672228dex101.htm)).] |

| 10.4 | | Extension Agreement, dated as of October 17, 2014, to the Credit Agreement dated October 24, 2012, among Registrant, as U.S. Borrower, Devon [removed: NEC Corporation and Devon] Canada Corporation, as Canadian [removed: Borrowers,] [added: Borrower,] Devon Financing Company, L.L.C., the consenting lenders, and Bank of America, N.A., as Administrative Agent, Canadian Swing Line Lender and U.S. Swing Line Lender with respect to the extension of the maturity date from October 24, 2018 to October 24, 2019 [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed November 5, 2014; File No. [removed: 001-32318).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514397861/d808328dex101.htm)).] |

| [removed: 10.5] [added: 10.6] | | Devon Energy Corporation 2015 Long-Term Incentive Plan [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 99.1 to Registrant’s Form S-8 filed June 3, 2015; File No. [removed: 333-204666).*] [added: 333-204666](http://www.sec.gov/Archives/edgar/data/1090012/000119312515211541/d934016dex991.htm)).*] |

| [removed: 10.6] [added: 10.7] | | Devon Energy Corporation 2009 Long-Term Incentive Plan (as amended and restated effective June 6, 2012) [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed June 8, 2012; File No. [removed: 001-32318).*] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512265062/d366787dex102.htm)).*] |

| [removed: 10.7] [added: 10.8] | | 2013 Amendment (effective as of March 6, 2013) to the Devon Energy Corporation 2009 Long-Term Incentive Plan (as amended and restated effective June 6, 2012) [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed May 1, 2013; File No. [removed: 001-32318).*] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312513192272/d524180dex101.htm)).*] |

| [removed: 10.10] [added: 10.9] | | Devon Energy Corporation [removed: 2012] [added: Annual] Incentive Compensation Plan [removed: (incorporated] [added: (amended and restated effective as of January 1, 2017) ([incorporated] by reference to Exhibit 10.1 to Registrant’s Form [removed: 8-K,] [added: 8-K] filed June [removed: 8, 2012;] [added: 12, 2017;] File No. [removed: 001-32318)*] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312517201470/d391476dex101.htm)).*] |

| [removed: 10.11] [added: 10.10] | | Devon Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective as of April 15, 2014) [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed August 6, 2014; File No. [removed: 001-32318).*] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514298369/d761940dex101.htm)).*] |

| [removed: 10.12] [added: 10.11] | | Amendment 2014-2, executed May 9, 2014, to the Devon Energy Corporation Non-Qualified Deferred Compensation Plan [removed: as amended] [added: (amended and restated] effective April 15, [removed: 2014 (incorporated] [added: 2014) ([incorporated] by reference to Exhibit 10.11 to Registrant’s Form [removed: 10-K,] [added: 10-K] filed February 20, 2015; File No. [removed: 001-32318).*] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515056497/d859923dex1011.htm)).*] |

| [removed: 10.13] [added: 10.12] | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective April 15, [removed: 2014).*] [added: 2014) ([incorporated by reference to Exhibit 10.13 to Registrant’s Form 10-K filed February 15, 2017; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1013_1996.htm)).*] |

| [removed: 10.14] [added: 10.13] | | Devon Energy Corporation Benefit Restoration Plan (amended and restated effective January 1, 2012) [removed: (incorporated] [added: ([incorporated] by reference to Exhibit 10.15 to Registrant’s Form [removed: 10-K,] [added: 10-K] filed February 24, 2012; File No. [removed: 001-32318).*] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1015.htm)).*] |

| 12 | | [Statement of computations of ratios of earnings to fixed charges.](https://www.sec.gov/Archives/edgar/data/1090012/000156459018002582/dvn-ex12_11.htm) |

| 21 | | [List of Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1090012/000156459018002582/dvn-ex21_301.htm) |

| 23.1 | | [Consent of KPMG LLP.](https://www.sec.gov/Archives/edgar/data/1090012/000156459018002582/dvn-ex231_6.htm) |

| 23.2 | | [Consent of LaRoche Petroleum Consultants, Ltd.](https://www.sec.gov/Archives/edgar/data/1090012/000156459018002582/dvn-ex232_9.htm) |

| 23.3 | | [Consent of Deloitte LLP.](https://www.sec.gov/Archives/edgar/data/1090012/000156459018002582/dvn-ex233_12.htm) |

| 99.1 | | [Report of LaRoche Petroleum Consultants, Ltd.](https://www.sec.gov/Archives/edgar/data/1090012/000156459018002582/dvn-ex991_416.htm) |

| 99.2 | | [Report of Deloitte LLP.](https://www.sec.gov/Archives/edgar/data/1090012/000156459018002582/dvn-ex992_415.htm) |

| 101.INS | | [XBRL Instance Document.](http://www.sec.gov/Archives/edgar/data/1090012/000156459016026889/dvn-20160930.xml) |

| Exhibit No. | | Description |

| --- | --- | --- |

| | | |

| 1.1 | | Underwriting Agreement, dated February 17, 2016, by and between Devon Energy Corporation (“Registrant”) and Goldman, Sachs & Co., as the representative of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to Registrant’s Form 8-K filed February 22, 2016; File No. 001-32318). |

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| 2.3 | | Purchase and Sale Agreement dated November 20, 2013, among GeoSouthern Intermediate Holdings, LLC, GeoSouthern Energy Corporation (solely with respect to certain sections specified therein), and Devon Energy Production Company, L.P. (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K/A filed May 19, 2014; File No. 001-32318). |

| | | |

| 2.4 | | Letter Agreement dated February 28, 2014 amending certain provisions of the Purchase and Sale Agreement dated November 20, 2013 among GeoSouthern Intermediate Holdings, LLC, GeoSouthern Energy Corporation and Devon Energy Production Company, L.P (incorporated by reference to Exhibit 2.4 to Registrant’s Form 10-K filed February 20, 2015; File No. 001-32318). |

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| 4.1 | | Registration Rights Agreement dated January 7, 2016, among Registrant and EnCap FEx Holdings, LLC, Felix Stack Investments, LLC, Felix STACK Holdings, LLC and the other selling stockholders from time to time party thereto (incorporated by reference to Exhibit 4.1 to Registrant’s Form 10-K filed February 17, 2016; File No. 001-32318). |

[Index to Financial Statements](#IndexToFinancialStatements)

| Exhibit No. | | Description |

| --- | --- | --- |

| | | |

| 4.2 | | Registration Rights Agreement dated December 17, 2015, among Registrant and NewWoods Petroleum, LLC and the other selling stockholders from time to time party thereto (incorporated by reference to Exhibit 4.2 to Registrant’s Form 10-K filed February 17, 2016; File No. 001-32318). |

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[Index to Financial Statements](#IndexToFinancialStatements)

| Exhibit No. | | Description |

| --- | --- | --- |

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Not applicable.

[Index to Financial Statements](#IndexToFinancialStatements)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | DEVON ENERGY CORPORATION |

| --- | --- | --- |

| | | |

| | By: | /s/ JEFFREY L. RITENOUR |

| | | Jeffrey L. Ritenour |

| | | Executive Vice President and Chief Financial Officer |

February 21, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

| /s/ DAVID A. HAGER | | President, Chief Executive Officer and | February 21, 2018 |

| --- | --- | --- | --- |

| David A. Hager | | Director (Principal executive officer) | |

| | | | |

| /s/ JEFFREY L. RITENOUR | | Executive Vice President | February 21, 2018 |

| Jeffrey L. Ritenour | | and Chief Financial Officer (Principal financial officer) | |

| | | | |

| /s/ JEREMY D. HUMPHERS | | Senior Vice President | February 21, 2018 |

| Jeremy D. Humphers | | and Chief Accounting Officer (Principal accounting officer) | |

| | | | |

| /s/ JOHN RICHELS | | Chairman of the Board | February 21, 2018 |

| John Richels | | | |

| | | | |

| /s/ BARBARA M. BAUMANN | | Director | February 21, 2018 |

| Barbara M. Baumann | | | |

| | | | |

| /s/ JOHN E. BETHANCOURT | | Director | February 21, 2018 |

| John E. Bethancourt | | | |

| | | | |

| /s/ ROBERT H. HENRY | | Director | February 21, 2018 |

| Robert H. Henry | | | |

| | | | |

| /s/ MICHAEL M. KANOVSKY | | Director | February 21, 2018 |

| Michael M. Kanovsky | | | |

| | | | |

| /s/ ROBERT A. MOSBACHER, JR. | | Director | February 21, 2018 |

| Robert A. Mosbacher, Jr. | | | |

| | | | |