Devon Energy (DVN) 10-K risk factor changes: FY2021 vs FY2020

The risks described below may not be the only risks we face, as our business and operations may also be subject to risks that we do not yet know of, or that we currently [added: believe are immaterial.]

For example, over the last five years, monthly NYMEX WTI oil and NYMEX Henry Hub gas prices ranged from highs of over [removed: $67] [added: $80] per Bbl and [removed: $4.80] [added: $6.00] per MMBtu, respectively, to lows of under $30 per Bbl and $1.50 per MMBtu, respectively.

| | • | [added: climate change incentives and] conservation and environmental protection efforts; |

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

| | • | stockholder activism or activities by non-governmental organizations to restrict the exploration and production of oil and natural gas in order to reduce [removed: greenhouse gas] [added: GHG] emissions; |

| | • | changes in trade relations and policies, including [added: restrictions on oil, gas and NGL exports by] the [added: U.S., Russia or other producing countries, as well as the] imposition of tariffs by the U.S. or China; and |

[removed: This outbreak] [added: The pandemic] and the related responses of governmental authorities and others to limit the spread of the virus significantly reduced global economic activity, [removed: resulting] [added: which resulted] in an unprecedented decline in the demand for oil and other commodities during 2020.

[removed: Any such downturns,] [added: Although commodity prices subsequently recovered, COVID-19] or [added: its variants may lead to similar] protracted periods of depressed commodity prices, [added: which in turn] could have significant adverse consequences for our financial condition and liquidity.

The COVID-19 pandemic and related restrictions aimed at mitigating its spread have caused us [added: and our service providers] to modify certain of our business [removed: practices, including limiting employee travel, encouraging work-from-home practices and other social distancing measures.][added: practices.]

There is no certainty that these or any other future measures will be sufficient to mitigate the risks posed by the [removed: disease,] [added: virus,] including the risk of infection of key [removed: employees, and our ability to perform certain functions could be disrupted or otherwise impaired by these new][added: employees.]

For example, our reliance on technology has necessarily increased due to [removed: our] [added: the] encouragement of remote communications and other [removed: work-from-home] [added: social-distancing] practices, which could make us more vulnerable to cyber attacks.

The ultimate extent of the impact of the COVID-19 pandemic and any other future pandemic on our business will depend on future developments, including, but not limited to, the nature, duration and spread of the [removed: disease,] [added: virus,] the vaccination and other responsive actions to stop its spread or address its effects and the duration, timing and severity of the related consequences on commodity prices and the economy more [removed: generally, including any recession resulting from the pandemic.][added: generally.]

Discoveries or Acquisitions of Reserves Are Needed to Avoid a Material Decline in Reserves and [removed: Production][added: Production, and Such Activities Are Capital Intensive]

Our operations are subject to extensive federal, state, [removed: local] [added: tribal] and [removed: other] [added: local] laws, rules and regulations, including with respect to environmental matters, worker health and safety, wildlife conservation, the gathering and transportation of oil, gas and NGLs, conservation policies, reporting obligations, royalty payments, unclaimed property and the imposition of taxes.

In addition, changes in public policy may indirectly impact our operations by, among other things, increasing the cost of supplies and equipment and [added: fostering general economic uncertainty.]

Although we are unable to predict changes to existing laws and regulations, such changes could significantly impact our profitability, financial condition and liquidity, particularly changes related to [removed: leasing and permitting on federal lands, hydraulic fracturing, environmental] [added: the] matters [removed: more generally, seismic activity and income taxes, as] discussed [added: in more detail] below.

[removed: In addition,] [added: For example,] President Biden issued an executive order [removed: on] [added: in] January [removed: 27,] 2021 directing the Secretary of the Interior to pause on entering new oil and gas leases on public lands to the extent possible and to launch a rigorous review of all existing leasing and permitting practices related to fossil fuel development on public lands.

While it is not possible at this time to predict the ultimate impact of these or any other future regulatory changes, any additional restrictions or [removed: prohibitions] [added: burdens] on our ability to operate on federal lands could adversely impact our business in the Delaware and Powder River Basins, as well as other areas where we operate under federal leases.

[removed: Post-merger,] [added: As of December 31, 2021,] less than 20% of our total leasehold resides on federal [removed: lands] [added: lands, which is] primarily located in the Delaware and Powder River Basins.

Hydraulic Fracturing – [removed: In recent years, various] [added: Various] federal agencies have asserted regulatory authority over certain aspects of the hydraulic fracturing process.

Environmental Laws Generally – In addition to regulatory efforts focused on hydraulic fracturing, we are subject to various other federal, [removed: state] [added: state, tribal] and local laws and regulations relating to discharge of materials into, and protection of, the environment.

Seismic Activity – Earthquakes in northern and central Oklahoma, southeastern New Mexico, western Texas and elsewhere have prompted concerns about seismic activity and possible relationships with the oil and gas [removed: industry.][added: industry, particularly the disposal of wastewater in salt-water disposal wells.]

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

Changes in the types of earnings that are subject to income tax, the types of costs that are considered allowable deductions (such as [added: intangible drilling costs) and the timing of such deductions, or the rates assessed on our taxable earnings would all impact our income taxes and resulting operating cash flow.]

[removed: Concerns About] Climate Change and Related Regulatory, Social and Market Actions May Adversely Affect Our Business

Continuing and increasing political and social attention to the issue of climate change has resulted in legislative, regulatory and other initiatives, including international agreements, to reduce [removed: greenhouse gas] [added: GHG] emissions, such as carbon dioxide and methane.

Policy makers and regulators at both the U.S. federal and state levels have already imposed, or stated intentions to impose, laws and regulations designed to quantify and limit the emission of [removed: greenhouse gases.][added: GHG.]

In [removed: addition,] [added: addition to these federal efforts,] several states where we operate, including [removed: Wyoming,] New [removed: Mexico] [added: Mexico, Texas] and [removed: Texas,] [added: Wyoming,] have already imposed, or stated intentions to impose, laws or regulations designed to reduce methane emissions from oil and gas exploration and production [removed: activities.][added: activities, including by mandating new leak detection and retrofitting requirements.]

President Biden issued a number of executive orders in January 2021 with the purpose of implementing certain of these changes, including the rejoining of the Paris [removed: Agreement, a call for the issuance of more stringent methane emissions regulations for oil and gas facilities] [added: Agreement] and [removed: an order] directing federal agencies to procure electric vehicles.

Although the full impact of these [removed: orders] [added: actions] is uncertain at this time, the adoption and implementation of these or other initiatives may result in the restriction or cancellation of oil and natural gas activities, greater costs of compliance or consumption (thereby reducing demand for our products) or an impairment in our ability to continue our operations in an economic manner.

For example, in an effort to promote a lower-carbon economy, there are various public and private initiatives subsidizing [added: or otherwise encouraging] the development and adoption of alternative energy sources and technologies, including by mandating the use of specific fuels or technologies.

[removed: Finally,] [added: In addition,] governmental entities and other plaintiffs have brought, and may continue to bring, claims against us and other oil and gas companies for purported damages caused by the alleged effects of climate change.

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

Although we cannot predict the ultimate impact of [removed: these] laws and [removed: the] related rulemaking, some of which is ongoing, existing or future regulations may adversely affect the cost and availability of our hedging arrangements.

[removed: Our] [added: Our] Debt May Limit Our Liquidity and Financial Flexibility, and Any Downgrade of Our Credit Rating Could Adversely Impact [removed: Us][added: Us]

As of December 31, [removed: 2020,] [added: 2021,] we had total indebtedness of [removed: $4.3] [added: $6.5] billion.

Concurrent with the growing dependence on technology is [added: a] greater sensitivity to cyber attack related activities, which have increasingly targeted our industry.

We Have Limited Control Over Properties Operated by Others [added: or through Joint Ventures]

These limitations and our dependence on [removed: the operator and other working interest owners for these properties] [added: such third parties] could result in unexpected future costs [removed: and delays, curtailments] or [removed: cancellations of] [added: liabilities and unplanned changes in] operations or future development, which could adversely affect our financial condition and results of operations.

[removed: Insurance] [added: Insurance] Does Not Cover All [removed: Risks][added: Risks]

This decline contributed to a swift and material deterioration in commodity prices in early 2020.

Moreover, the COVID-19 pandemic has contributed to disruption and volatility in our supply chain, which has resulted, and may continue to result, in increased costs and delays for pipe and other materials needed for our operations.

Our operations also may be adversely affected if we or our service providers are unable to retain sufficient personnel or such personnel are unable to work effectively, including because of

illness, quarantines, government actions or other restrictions in connection with the pandemic.

Moreover, our ability to perform certain functions could be disrupted or otherwise impaired by new business practices arising from the pandemic.

Our business requires significant capital to find and acquire new reserves.

Although we plan to primarily fund these activities from cash generated by our operations, we have also from time to time relied on other sources of capital, including by accessing the debt and equity capital markets.

There can be no assurance that these or other financing sources will be available in the future on acceptable terms, or at all.

If we are unable to generate sufficient funds from operations or raise additional capital for any reason, we may be unable to replace our reserves, which would adversely affect our business, financial condition and results of operations.

Although the pause on leasing was lifted in June 2021, the Department of the Interior subsequently issued its report on the federal leasing program in November 2021.

The report recommended various changes to the program, including, among other things, increasing royalty and rental rates, enhancing bonding requirements and applying a more rigorous land-use planning process prior to leasing.

However, certain of the report’s recommendations require Congressional actions, and we cannot predict to what extent, if any, the Department of the Interior may be able to promulgate rules implementing the recommendations of the November 2021 report.

or otherwise adversely affect our operations.

For example, New Mexico implemented protocols in November 2021 requiring operators to take various actions with respect to salt-water disposal wells within a specified proximity of certain seismic activity, including a requirement to limit injection rates if the seismic event is of a certain magnitude.

Separately, the Railroad Commission of Texas recently imposed limits on certain salt-water disposal well activities in portions of the Midland Basin.

These or similar actions directed at our operating areas could limit the takeaway capacity for produced water in the impacted area, which could increase our operating expense, require us to curtail our development plans or otherwise adversely impact our operations.

In addition, new taxes are from time to time proposed (such as minimum taxes on net book income) and, if enacted, could adversely impact us.

For example, the EPA proposed rules in November 2021 that if adopted would, among other things, (i) broaden methane and volatile organic compounds emission reduction requirements for certain oil and gas facilities, including a zero-emission standard for pneumatic controllers, and (ii) impose standards to eliminate venting of associated gas, and require capture and sale of gas where sale line is available, at new and existing oil wells.

The EPA plans to issue a supplemental proposal in 2022 containing additional requirements not included in the November 2021 proposed rule and anticipates the issuance of a final rule by the end of the year.

Congress also recently considered legislation that included a proposal to apply a fee on certain methane emissions from oil and gas facilities, although the fate of this “methane fee” is uncertain at this time.

President Biden subsequently announced a target of reducing economy-wide net GHG emissions in the U.S. by 50% to 52% below 2005 levels by 2030.

At the international level, the United States and the European Union jointly announced the launch of a Global Methane Pledge at the 26th Conference of the Parties in November 2021, pursuant to which over 100 participating countries have pledged to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030.

The increasing attention to climate change may result in further claims or investigations against us, and heightened societal or political pressures may increase the possibility that liability could be imposed on us in such matters without regard to our causation of, or contribution to, the asserted damage or violation, or to other mitigating factors.

Finally, climate change may also result in various enhanced physical risks, such as an increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns, that may adversely impact our operations.

Such physical risks may result in damage to our facilities or otherwise adversely impact our operations, such as if we are subject to water use curtailments in response to drought, or demand for our products, such as to the extent warmer winters reduce demand for energy for heating purposes.

These and the other risks discussed above could result in additional costs, new restrictions on our operations and reputational harm to us, as well as reduce the actual and forecasted demand for our products.

These affects in turn could impair or lower the value of our assets, including by resulting in uneconomic or “stranded” assets, and otherwise adversely impact our profitability, liquidity and financial condition.

| | • | adverse weather conditions, such as tornadoes, hurricanes, severe thunderstorms and extreme temperatures, the severity and frequency of which could potentially increase as a consequence of climate change; |

| | • | other natural disasters, such as earthquakes, floods and wildfires; |

hedging contracts.

In addition, we conduct certain of our operations through joint ventures in which we may share control with third parties, and the other joint venture participants may have interests or goals that are inconsistent with those of the joint venture or us.

These actions may be prompted or exacerbated by unfavorable recommendations or ratings from proxy advisory firms or other third parties, including with respect to our performance under ESG metrics.

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

Our Ability to Declare and Pay Dividends and Repurchase Shares Is Subject to Certain Considerations

Dividends, whether fixed or variable, and share repurchases are authorized and determined by our Board of Directors in its sole discretion and depend upon a number of factors, including the Company’s financial results, cash requirements and future prospects, as well as such other factors deemed relevant by our Board of Directors.

We can provide no assurance that we will continue to pay dividends or authorize share repurchases at the current rate or at all.

Any elimination of, or downward revision in, our dividend payout or share repurchase program could have an adverse effect on the market price of our common stock.

[Index to Financial Statements](#IndexToFinancialStatements)

believe are immaterial.

Combined with other factors, this decline in demand caused a swift and material deterioration in commodity prices in early 2020, which adversely impacted our results of operations for 2020 and contributed to our recognition of a material asset impairment to our oil and gas assets during the first quarter of 2020.

The negative effects of COVID-19 on economic prospects across the world have contributed to concerns for the potential of a prolonged economic slowdown and recession.

Moreover, any such downturns could also result in similar financial constraints for our non-operating partners, purchasers of our production and other counterparties, thereby increasing the risk that such counterparties default on their obligations to us.

Such defaults or more general supply chain disruptions due to the pandemic may also jeopardize the supply of materials, equipment or services for our operations.

business practices.

fostering general economic uncertainty.

Such proposals range from more onerous permitting requirements to an outright moratorium on new oil and gas leasing and permitting on federal lands.

For example, on January 20, 2021, the Acting Secretary of the Department of the Interior issued an order temporarily limiting the authority to approve certain fossil fuel authorizations on federal lands, including the approval of new leases and new drilling permits, to certain high-ranking officials within the Department of the Interior.

intangible drilling costs) and the timing of such deductions, or the rates assessed on our taxable earnings would all impact our income taxes and resulting operating cash flow.

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 industry; although the methane specific requirements of some of these regulations have been repealed, similar or more stringent emissions requirements may be imposed by the Biden Administration.

These and the other regulatory, social and market risks relating to climate change described above could result in unexpected costs, increase our operating expense and reduce the demand for our products, which in turn could lower the value of our reserves and have an adverse effect on our profitability, financial condition and liquidity.

| | • | adverse weather conditions and natural disasters, such as tornadoes, earthquakes, hurricanes and extreme temperatures; |

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

We May Fail to Realize the Anticipated Benefits of the Merger

The ultimate success of the Merger will depend on, among other things, our ability to combine the legacy Devon and WPX businesses in a manner that realizes anticipated synergies and benefits.

If we are not able to successfully achieve these synergies, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected.

It is possible that the integration process could result in the loss of key employees, the loss of customers, the disruption of our ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post‑completion integration process that takes longer than originally anticipated.

Furthermore, our board of directors and management team consist of directors and employees from each of the legacy companies.

The integration of these individuals could require the reconciliation of differing priorities and strategic philosophies, which may not be successful or take longer than anticipated.

The following discussion and analyses [removed: generally] [added: primarily] focus on [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results [removed: or] [added: of] Operations” in Part II, Item 7 of our [removed: 2019] [added: [2020] Annual Report on Form [removed: 10-K.][added: 10-K](http://www.sec.gov/Archives/edgar/data/0001090012/000156459021006239/dvn-10k_20201231.htm).]

The Merger has [removed: created] [added: helped us become] a leading [added: unconventional] oil producer in the U.S., with an asset base underpinned by premium acreage in the economic core of the Delaware Basin.

[removed: As evidenced by our recent performance highlights below, we] [added: We] remain focused on building economic value by executing on our strategic priorities of [added: achieving] disciplined oil volume [removed: growth while cutting] [added: growth, capturing] operational and corporate [removed: costs,] [added: synergies,] reducing reinvestment rates to maximize free cash flow, maintaining low leverage, delivering cash returns to our shareholders and pursuing ESG excellence.

| [removed: ] [added: ] | | As presented in the graph at the left, [removed: our operating achievements are subject to the volatility of] commodity [removed: prices.] [added: prices are volatile and heavily influence our financial performance and trends.] Over the last four years, NYMEX WTI oil and NYMEX Henry Hub gas prices ranged from average highs of [removed: $64.79] [added: $67.86] per Bbl and [removed: $3.11] [added: $3.85] per MMBtu, respectively, to average lows of $39.59 per Bbl and $2.08 per MMBtu, respectively. |

The annual earnings chart [removed: presents] [added: and cash flow chart present] amounts pertaining to [removed: both] Devon’s continuing [removed: and discontinued] operations.

[removed: ][added: ]

Our net earnings in recent years have been significantly impacted by [removed: divestiture transactions,] asset impairments and temporary, noncash adjustments to the value of our commodity hedges.

[removed: Net] [added: Additionally, net] earnings in 2020 included [removed: $2.3] [added: $2.2] billion of asset impairments on our proved and unproved [removed: properties and a $0.1 billion hedge valuation loss, both] [added: properties,] net of [removed: taxes.][added: taxes, due to reduced demand from the COVID-19 pandemic.]

[removed: Despite our portfolio enhancements, aggressive cost reductions and operational advancements, our] [added: Our earnings in] 2020 [removed: financial results] were [removed: challenged] [added: negatively impacted] by [added: lower] commodity prices and deterioration of the macro-economic environment resulting from the unprecedented COVID-19 pandemic.

[removed: ][added: ]

[removed: As of December 31, 2020, we had $5.2] [added: We exited 2021 with $5.3] billion of [removed: liquidity] [added: liquidity,] comprised of [removed: $2.2] [added: $2.3] billion of cash and $3.0 billion of available credit under our Senior Credit Facility.

[removed: Post-merger,] [added: We currently have] approximately [removed: 50%] [added: 20%] and [removed: 55%] [added: 30%] of our [removed: 2021] [added: 2022] oil and gas production [removed: is] hedged, respectively.

These contracts consist of [removed: a variety of trade types] [added: collars and swaps] based off the WTI oil benchmark and the Henry Hub [added: and NYMEX last day] natural gas [removed: index.][added: indices.]

In [removed: 2020,] [added: 2021,] Devon marked its [removed: 49th] [added: 50th] anniversary in the oil and gas business and its [removed: 32nd] [added: 33rd] year as a public company.

[removed: We also announced] [added: On January 7, 2021, we completed] a transformational merger of equals with [removed: WPX that] [added: WPX, which] nearly [removed: doubles] [added: doubled] the size and scale of Devon’s oil production while further strengthening [added: our leadership team,] the quality of our portfolio of assets [removed: without deteriorating] [added: and] our balance [removed: sheet strength.][added: sheet.]

[removed: Looking forward, the] [added: The] strategic combination with WPX [removed: accelerates] [added: has accelerated] our [removed: planned] cash return business model that includes [removed: targeted] [added: reduced] capital reinvestment rates [removed: of 70 to 80 percent of operating cash flow] and a [removed: disciplined] [added: disciplined,] returns-driven strategy to generate higher free cash flow.

Our disciplined [removed: growth] strategy is in response to current market fundamentals that indicate a [removed: slow] [added: continued] recovery in global oil demand along with [added: an outlook for strong] market prices for crude oil and natural gas that [added: also] remain inherently volatile.

In [removed: 2020,] [added: 2021,] WTI oil prices averaged [removed: $39.59] [added: $67.86] per barrel versus [removed: $57.02] [added: $39.59] per barrel in [removed: 2019.][added: 2020.]

Looking ahead, current market fundamentals indicate that [removed: 2021] [added: 2022] crude pricing is expected to [removed: improve,] [added: continue to stabilize,] supported [added: both] by a [removed: slow] [added: continued] recovery in [added: global] demand with the easing of [removed: lockdown measures, the rollout of COVID-19 vaccines] [added: travel restrictions] and [removed: declines in shale production.][added: expected continued capital discipline by oil producers.]

[removed: However, uncertainty still exists depending on] actions taken by OPEC+ countries in supporting a balanced global crude supply.

With our [removed: 2021] [added: 2022] capital program, we expect to continue our capital-efficiency focus and our steadfast commitment to capital discipline.

To achieve our [removed: 2021] [added: 2022] capital program objectives that maximize free cash flow, [removed: over 70 percent] [added: approximately 75%] of our [removed: 2021] [added: 2022] spend [removed: will] [added: is expected to] be [removed: focused on] [added: allocated to] our highest margin U.S. oil play, the Delaware Basin.

We expect to continue to leverage the strengths of our multi-basin strategy and deploy the remainder of our [removed: 2021] [added: 2022] capital in our remaining core areas of [removed: the] Eagle Ford, Anadarko Basin, Powder River Basin and Williston Basin.

In total, our [removed: 2021] [added: 2022] operating plan is expected to maintain our oil production at similar levels as [removed: 2020 on a pro forma combined basis.][added: 2021.]

Analysis of the change in net earnings from continuing operations is shown [removed: below and analysis of the change in net earnings from discontinued operations is shown on page 35.][added: below.]

The graph below shows the change in net [removed: loss] [added: earnings (loss)] from [removed: 2019] [added: 2020] to [removed: 2020.][added: 2021.]

[removed: ][added: ]

| | | [removed: 2020] [added: 2021] | | | | % of Total | | | | [removed: 2019] [added: 2020] | | | | Change | | |

| Delaware Basin | | | [removed: 85] [added: 87] | | | | [removed: 55] [added: 66] | % | | | [removed: 70] [added: 37] | | | | [removed: +21] [added: +137] | % |

| Powder River Basin | | | [removed: 19] [added: 15] | | | | [removed: 12] [added: 5] | % | | | [removed: 17] [added: 19] | | | | [removed: +11] [added: \- 21] | % |

| Eagle Ford | | | [removed: 24] [added: 18] | | | | [removed: 15] [added: 6] | % | | | [removed: 23] [added: 24] | | | | [removed: +1] [added: \- 25] | % |

| Anadarko Basin | | | [removed: 20] [added: 15] | | | | [removed: 13] [added: 5] | % | | | [removed: 31] [added: 20] | | | | \- [removed: 35] [added: 27] | % |

| Other | | | [removed: 7] [added: 4] | | | | [removed: 5] [added: 2] | % | | | [removed: 9] [added: 7] | | | | \- [removed: 25] [added: 36] | % |

| Total | | | [removed: 155] [added: 290] | | | | 100 | % | | | [removed: 150] [added: 155] | | | | [removed: +3] [added: +88] | % |

| Delaware Basin | | | [removed: 248] [added: 535] | | | | [removed: 41] [added: 60] | % | | | [removed: 177] [added: 248] | | | | [removed: +40] [added: +116] | % |

| Powder River Basin | | | [removed: 23] [added: 20] | | | | [removed: 4] [added: 2] | % | | | [removed: 24] [added: 23] | | | | \- [removed: 3] [added: 14] | % |

| Eagle Ford | | | [removed: 77] [added: 58] | | | | [removed: 13] [added: 7] | % | | | [removed: 79] [added: 77] | | | | \- [removed: 3] [added: 24] | % |

| Anadarko Basin | | | [removed: 252] [added: 217] | | | | [removed: 42] [added: 24] | % | | | [removed: 314] [added: 252] | | | | \- [removed: 20] [added: 14] | % |

| Other | | | [removed: 3] [added: 2] | | | | 0 | % | | | [removed: 5] [added: 3] | | | | \- [removed: 34] [added: 53] | % |

Executive Overview

Our recent performance highlights for these priorities include the following items:

| | • | 2021 production totaled 572 MBoe/d, exceeding our plan by 2%. |

| | • | Achieved approximately $600 million in merger-related annual cost savings during 2021. |

| | • | Redeemed approximately $1.2 billion of senior notes in 2021. |

| | • | Exited 2021 with $5.3 billion of liquidity, including $2.3 billion of cash, with no debt maturities until 2023. |

| | • | Generated $4.9 billion of operating cash flow in 2021. |

| | • | Including variable dividends, paid dividends of approximately $1.3 billion during 2021 and have declared $663 million of dividends to be paid in the first quarter of 2022. |

| | • | Increased our share repurchase program to $1.6 billion and repurchased approximately 14 million of our common shares in the fourth quarter of 2021 for approximately $589 million or $42.15 per share. |

| | • | Established environmental performance targets focused on reducing the carbon intensity of our operations. |

We operate under a disciplined returns-driven strategy focused on delivering strong operational results, financial strength and value to our shareholders and continuing our commitment to ESG excellence, which provides us with a strong foundation to grow returns, margin and profitability.

We continue to execute on our strategy and navigate through various economic environments by protecting our financial strength, maintaining a commitment to capital discipline, improving our cash cost structure and preserving operational continuity.

Commodity prices strengthened throughout 2021 which significantly improved our earnings and cash flow generation.

The increase in commodity prices was primarily driven by increased demand resulting from the initial recovery from the COVID-19 pandemic, as well as OPEC+ and other oil and natural gas producers not rapidly increasing current production levels.

Earnings improved significantly in 2021 due to commodity prices recovering from the initial COVID-19 pandemic as well as the Merger closing in January 2021.

Led by an 85% and 71% increase in Henry Hub and WTI from 2020 to 2021, respectively, our unhedged combined realized price rose 107%.

Additionally, volumes increased 72% from 2020 to 2021 primarily due to the Merger as well as continued development of assets in the Delaware Basin.

Net earnings in 2019, 2020 and 2021 included a $0.5 billion, $0.1 billion and $0.1 billion hedge

valuation loss, respectively, net of taxes.

Our cash flow and EBITDAX increased from 2020 to 2021 primarily due to the higher commodity prices and the increase in sold volumes driven by the Merger and improved post-merger operating performance.

We currently have $6.5 billion of debt outstanding with no maturities until August 2023.

As commodity prices and our operating performance strengthen and bolster our financial condition, we have authorized opportunistic repurchases of up to $1.6 billion shares of our common stock through the end of 2022.

We repurchased approximately 14 million shares in the fourth quarter of 2021 for approximately $589 million or $42.15 per share.

Additionally, we continue funding our fixed plus variable dividends, which totaled $1.3 billion in 2021.

We recently declared a dividend payable in the first quarter of 2022 for $663 million.

During 2021, we successfully integrated the two companies, capturing our targeted merger synergies and delivering strong financial and operational results to generate $4.9 billion of operating cash flow for the year.

In line with this business model, we redeemed $1.2 billion of debt and returned nearly $2 billion of cash to shareholders through our fixed plus variable cash dividends and share repurchases.

Additionally, our margins have benefited from merger-related synergies, with approximately $600 million in total annual savings, including overhead synergies and interest cost savings from completed debt reductions.

Crude prices experienced significant improvement from the prior year, but volatility remained due to OPEC oil supply uncertainty and market fears from new COVID-19 variants that could risk the global recovery from the pandemic.

However, uncertainty still exists depending on new COVID-19 variants, as well as

Natural gas prices rebounded in 2021 due to continued global economic recovery, supply constraints and production declines.

U.S. liquefied natural gas exports also strengthened in 2021 with increased spot prices in Asia and Europe due to increased demand as a result of lifting COVID-19 restrictions and unplanned outages at liquefied natural gas export facilities in other countries.

Looking forward, natural gas and NGL prices are expected to flatten or decrease due to slowing growth in liquefied natural gas exports, rising U.S. natural gas production and warmer-than-expected weather.

Our strategy of spending well within cash flow mitigates risks to our financial strength due to commodity market volatility and provides for a lower level of hedging.

Our 2022 cash flow is partly protected from commodity price volatility due to our current hedge position that covers approximately 20% of our anticipated oil volumes and 30% of our anticipated gas volumes.

However, some of our capital cost efficiencies could be eroded by global supply chain disruptions, and demand growth which have led to rising levels of cost inflation that could also impact our capital and operating costs.

Despite these pressures, our capital forecasts account for the estimated impact of such cost inflation and we expect to continue generating material amounts of free cash flow at current commodity price levels.

Our 2021 net earnings were $2.8 billion, compared to a net loss of $2.5 billion for 2020.

| Williston Basin | | | 41 | | | | 14 | % | | | — | | | N/M | | |

| | | 2021 | | | | % of Total | | | | 2020 | | | | Change | | |

COVID – 19

A novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, was reported to have surfaced in China in late 2019 and has subsequently spread worldwide, resulting in a global pandemic and health crisis.

Devon began actively monitoring COVID-19 in January 2020 and formally established a COVID-19 cross-functional planning team at the beginning of March.

The COVID-19 team is focused on two key priorities: the health and safety of our employees and contractors and the uninterrupted operation of our business.

| | • | Health and safety – The COVID-19 team has developed and implemented a number of safety measures, which have successfully kept our workforce healthy and safe. The COVID-19 team has established an informational campaign to provide employees an understanding of the virus risk factors and safety measures, as well as timely updates from governmental stay-at-home regulations. Expectations have also been set for employees to communicate immediately if they, or someone they have been in contact with, has experienced symptoms or tested positive for COVID-19. Other measures have included closing all of Devon’s office buildings and locations to the public, implementing social distancing and encouraging employees to work from home. Beginning in late March, more than 90% of the workforce assigned to Devon’s Oklahoma City Headquarters office were primarily working from home until the vast majority began a hybrid schedule of working from home and the office late in the second quarter. The COVID-19 team also strongly encourages employees to wear masks, reinforces social distancing measures and continues to perform targeted and routine intensive and deep cleaning of all Devon office locations. |

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

| | • | Uninterrupted operation of our business – Beyond workforce safety measures, the COVID-19 team has worked with government officials to ensure our business continues to be deemed an essential business or infrastructure. The COVID-19 team has ensured technology and resources are available for employees to execute their job duties while working from home and implemented further social distancing and contactless initiatives in our oil and gas field operations. The collective efforts of our COVID-19 team and our entire workforce have enabled us to avoid the need to implement COVID-19 containment or mitigation measures, which would require closure or suspension of any of our operations. |

This outbreak and the related responses of governmental authorities and others to limit the spread of the virus have significantly reduced global economic activity, resulting in an unprecedented decline in the demand for oil and other commodities.

This supply-and-demand imbalance was exacerbated by uncertainty regarding the future global supply of oil due to disputes between Russia and the members of OPEC in March 2020.

These factors caused a swift and material deterioration in commodity prices in early 2020, with NYMEX WTI oil prices falling from a high of over $60/Bbl at the beginning of the year to below $20/Bbl in April 2020.

By the end of 2020, NYMEX WTI oil prices recovered to approximately $50/Bbl, and we expect oil and other commodity prices to remain volatile for the foreseeable future.

[Index to Financial Statements](#IndexToFinancialStatements)

Overview of 2020 Results

Driven by the coronavirus pandemic, 2020 was a challenging year for the oil and gas industry and our business.

Social distancing restrictions, government lockdowns and individual behavior changes all reduced transportation needs, which negatively impacted the demand for oil.

The resulting drop in oil prices and cash generated from our operations necessitated a change in our plans.

We aggressively reduced our planned capital investment 45%, selectively curtailed production and initiated sustainable cost-reduction measures.

Despite these challenges, we continued to improve our capital efficiency and controllable costs per unit of production.

Importantly, we maintained competitive leverage and debt metrics.

These market forces led to opportunities for select companies in our industry to create shareholder value from mergers and acquisitions.

And, on September 26, 2020, we entered into the Merger Agreement, providing for an all-stock merger of equals with WPX which successfully closed on January 7, 2021.

As we capture synergies and other benefits from the Merger, we expect to improve across all these performance measures.

| | • | 2020 oil production totaled 155 MBbls/d, exceeding our plan by 5%. |

| | • | Operating costs continued to decline in 2020, led by a 29% and 6% decrease from 2019 for G&A and production expenses, respectively. |

| | • | Reduced workforce to reflect lower and sustainable capital investment program. |

| | • | Closed on the Barnett Shale transaction on October 1, 2020, receiving net proceeds of $490 million. |

| | • | Paid a special dividend of $0.26 per share for approximately $100 million on October 1, 2020. |

| | • | Remained focused on reducing methane emissions and greenhouse gas while also increasing water recycling. |

| | • | Exited 2020 with $5.2 billion of liquidity, including $2.2 billion of cash, with no near-term debt maturities. |

The annual cash flow chart presents amounts pertaining to Devon’s continuing operations.

Net earnings in 2018 included a $2.2 billion gain on our EnLink disposition, a $0.5 billion hedge valuation gain and a $0.2 billion gain on asset dispositions from continuing operations, all net of taxes.

Net earnings in 2019 included a $0.4 billion hedge valuation loss, $0.2 billion net gains and charges related to our Canadian disposition and a $0.6 billion asset impairment related to our Barnett Shale disposition, all net of taxes.

Our earnings decreased from 2019 to 2020 due to a decline in overall commodity prices.

Led by a 31% decline in WTI from 2019 to 2020, our unhedged combined realized price decreased 31%, while our hedged price decreased 26%.

In response to this commodity price environment, we reduced our aggregate production and G&A expenses 13% compared to 2019.

EBITDAX, which excludes financial amounts related to discontinued operations, and operating cash flow continue to be impacted from the COVID-19 pandemic and declines in commodity prices.

As operating cash flow has declined, we reduced our 2020 capital expenditures by approximately $800 million, or 45% compared to the original capital budget.

We had $4.3 billion of debt outstanding with no maturities until the end of 2025.

Due to our financial strength, our strong leadership team and our portfolio of quality assets, during 2020, we were able to successfully navigate through periods of commodity price volatility and economic uncertainty caused by the COVID-19 global pandemic.

The transaction was completed on January 7, 2021.

The key terms to our oil and gas derivative financial instruments as of December 31, [removed: 2020] [added: 2021] are presented in [Note 3](#Derivatives) in “Item 8.

At December 31, [removed: 2020,] [added: 2021,] a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net [removed: liability] positions by approximately [removed: $118] [added: $195] million.

At December 31, [removed: 2020,] [added: 2021,] we had total debt of [removed: $4.3] [added: $6.5] billion.

All of our debt is based on fixed interest rates averaging [removed: 6.0%.][added: 5.8%.]

We had no material foreign currency risk at December 31, 2021.

Devon has certain Canadian dollar obligations associated with its divested Canadian operations which are to be paid with the cash restricted for retained obligations.

These balances are remeasured using the applicable exchange rate as of the end of the reporting period.

A 10% unfavorable change in the Canadian-to-U.S. dollar exchange rate would not have materially impacted our December 31, 2020 balance sheet for these items.

See [Note 19](#Discops) in “Item 8.

Financial Statements and Supplementary Data” in this report for additional information.

[Index to Financial Statements](#IndexToFinancialStatements)

However, to our knowledge as of the date of this [removed: report,] [added: report and subject to the matters noted below,] there were no material pending legal proceedings to which we are a party or to which any of our property is subject.

On April 7, 2020, WPX Energy, Inc., a wholly-owned subsidiary of the Company, received a notice of violation from the EPA relating to specific historical air emission events occurring on the Fort Berthold Indian Reservation in North Dakota.

On June 4, 2021, we received a notice of violation from the EPA relating to alleged air permit violations by WPX Energy Permian, LLC, a wholly-owned subsidiary of the Company, during 2020 in western Texas.

The Company has been engaging with the EPA to resolve these matters.

Although these matters are ongoing and management cannot predict their ultimate outcome, the resolution of each of these matters may result in a fine or penalty in excess of $300,000.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

| [removed: |] Title of each class | | Trading Symbol | | Name of each exchange on which registered | [removed: |]

| [removed: |] Common stock, par value $0.10 per share | | DVN | | The New York Stock Exchange | [removed: |]

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2020] [added: 2021] was approximately [removed: $4.3] [added: $19.6] billion, based upon the closing price of [removed: $11.34] [added: $29.19] per share as reported by the New York Stock Exchange on such date.

On February [removed: 3, 2021, 673.1] [added: 2, 2022, 664.2] million shares of common stock were outstanding.

Portions of Registrant’s definitive Proxy Statement relating to Registrant’s [removed: 2020] [added: 2022] annual meeting of stockholders have been incorporated by reference in Part III of this Annual Report on Form 10-K.

[removed: FORM 10-K][added: FORM 10-K]

| [Item 1A. Risk Factors](#ITEM_1A_RISK_FACTORS) | | [removed: 14] [added: 15] |

| [Item 6. [removed: Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA)] [added: \[Reserved\]](#ITEM_6_SELECTED_FINANCIAL_DATA)] | | [removed: 25] [added: 24] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7) | | [removed: 26] [added: 25] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#ITEM_7A) | | [removed: 48] [added: 43] |

| [Item 8. Financial Statements and Supplementary Data](#ITEM_8) | | [removed: 49] [added: 44] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM_9) | | [removed: 104] [added: 99] |

| [Item 9A. Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURE_S) | | [removed: 104] [added: 99] |

| [Item 9B. Other Information](#ITEM_9B_OR_INFORMATION) | | [removed: 104] [added: 99] |

| [PART III](#PART_III) | | [removed: 106] [added: 100] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#ITEM_10) | | [removed: 106] [added: 100] |

| [Item 11. Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | | [removed: 106] [added: 100] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12) | | [removed: 106] [added: 100] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#ITEM_13) | | [removed: 106] [added: 100] |

| [Item 14. Principal Accountant Fees and Services](#ITEM_14) | | [removed: 106] [added: 100] |

| [Item 15. Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STMTS_SCHED) | | [removed: 107] [added: 101] |

| [Item 16. Form 10-K Summary](#ITEM_16_Form10K_Summary) | | [removed: 116] [added: 108] |

This report includes “forward-looking statements” [removed: as defined by] [added: within] the [removed: SEC.][added: meaning of the federal securities laws.]

| | • | regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to [added: federal lands and] environmental matters; |

| | • | risks related to [removed: regulatory, social and market efforts to address] climate change; |

The forward-looking statements included in this filing speak only as of the date of this report, represent [added: management’s] current reasonable [removed: management’s] expectations as of the date of this filing and are subject to the risks and uncertainties identified above as well as those described elsewhere in this report and in other documents we file from time to time with the SEC.

Our operations are concentrated in various onshore areas in the U.S. [removed: In October 2020, we completed the sale of our Barnett Shale assets.]

WPX [removed: is] [added: was] an oil and gas exploration and production company with assets in the Delaware Basin in Texas and New Mexico and the Williston Basin in North Dakota.

This merger [removed: enhances] [added: enhanced] the scale of our operations, [removed: builds] [added: built] a leading position in the Delaware Basin and [removed: accelerates] [added: accelerated] our cash-return business model that prioritizes free cash flow generation and the return of capital to shareholders.

Because the business of exploring for, developing and producing oil and natural gas is capital intensive, delivering sustainable, capital efficient cash flow growth is a key [removed: tenant] [added: tenet] to our success.

Proven and responsible operator – We operate our business with the interests of our stakeholders and our [removed: environmental, social and governance] [added: ESG] values in mind.

We have an ongoing commitment to transparency in reporting our [removed: environmental, social and governance] [added: ESG] performance.

Premier, sustainable portfolio of assets – As discussed [added: in more detail] later in this section of this Annual Report, we own a portfolio of assets located in the United States.

As a result of [removed: these transactions,] our [added: recent Merger and acquisition and divestiture activity, our] oil production, price realizations and field-level margins [removed: will all improve,] [added: have continued to improve] as we [added: continue to] sharpen our focus on five U.S. oil and liquids plays located in the Delaware Basin, [removed: Powder River Basin,] Anadarko Basin, Williston [removed: Basin and] [added: Basin,] Eagle [removed: Ford.][added: Ford and Powder River Basin.]

With the [removed: WPX] Merger and continuous improvement initiatives, we [removed: are building] [added: have built] a scalable, multi-basin portfolio of U.S. oil assets and [added: continue to] aggressively [removed: improving] [added: improve] our cost structure to further expand margins.

We have realized annualized cost savings by reducing well costs, production [removed: expense,] [added: expenses,] financing costs and G&A costs.

[removed: *Financial] [added: Financial] strength and [removed: flexibility*] [added: flexibility] – Commodity prices are uncertain and volatile, so we strive to maintain a strong balance sheet, as well as adequate liquidity and financial flexibility, in order to operate competitively in all commodity price cycles.

Our capital allocation decisions are made with attention to these financial stewardship principles, as well as the priorities of funding our core [removed: operations, protecting our investment-grade credit ratings, and paying and growing our shareholder dividend.]

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

| | | | | | | | | |

| Auditor Name: KPMG LLP | | Auditor Location: Oklahoma City, Oklahoma | | Audit Firm ID: 185 |

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

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item_9C_Foreign_Jurisdictions) | | 99 |

| [PART IV](#PART_IV) | | 101 |

| [Signatures](#SIGNATURES) | | 109 |

“Catalyst” means Catalyst Midstream Partners, LLC.

“EHS” mean environmental, health and safety.

“ESG” means environmental, social and governance.

“GHG” means greenhouse gas.

“STEM” means science, technology, engineering and mathematics.

| | • | our ability to pay dividends and make share repurchases; and |

We continue to establish new environmental performance targets for our company and further incorporate ESG initiatives into our compensation structure.

operations, protecting our investment-grade credit ratings, and paying and growing our shareholder dividend.

While maintaining financial strength is a top priority, we remain committed to maximizing shareholder value which is evidenced by instituting our fixed plus variable dividend strategy and making opportunistic share repurchases.

Environmental, Social and Governance

Devon is focused on producing reliable, affordable and accessible energy the world needs, while continuing to find ways to produce and deliver it more responsibly.

We consider the potential impacts of our operations when planning activities and making decisions.

We strive to comply with all applicable environmental laws and regulations, often going above and beyond what is required.

In the process, Devon incorporates technology, tools and techniques that enable us to minimize or avoid effects on air, water, land and wildlife.

We are also evaluating opportunities to create value in the transition to ever-cleaner forms of energy, seeking to leverage our strengths and partnerships.

We have a strong organization in place to manage environmental performance, from our Board of Directors to our EHS/ESG leadership team and field-level EHS and operations teams.

In recent years, we have updated our governance practices to elevate EHS and ESG oversight and discussion, including those related to climate change and the energy transition.

In 2021, we renamed Devon’s Board Governance Committee as the Governance, Environmental, and Public Policy Committee and expanded the Committee’s Charter to, among other things, underscore environmental performance and integration of sustainability into our business activities.

The Committee frequently reviews our environmental initiatives and is keenly interested in the operational measures, technological advancements, and other actions that the Company takes in advancing our status in this important area.

Devon has established environmental performance targets that reflect our dedication and commitment to providing affordable energy while achieving meaningful emissions reductions and pursuing our ultimate goal of net zero GHG emissions for Scope 1 and 2.

Our GHG and methane targets shown below are calculated from a 2019 baseline.

Devon is also focused on conserving and reusing water and interacting with our value chain on our overall environmental goals.

We have set a target to advance our recycled water rate and use 90% or more non-freshwater for completions activities in our most active operating areas within the Delaware Basin.

Devon is also actively engaged with our stakeholders upstream and downstream of our operations to improve ESG performance across our value chain.

We are confident we can deliver strong operational and financial results in a manner that reduces our environmental impact while safeguarding our workforce and the communities in which we operate.

The COVID-19 team established an information campaign to provide employees an understanding of the virus risk factors and safety measures, as well as timely updates from governmental regulations.

We offer competitive health and financial benefits with incentives designed to promote well\-being, including an Employee Assistance Program (“EAP”) that provides virtual counseling services for employees and their family members free of charge.

Access to experienced counselors, financial experts, staff attorneys, elder-care consultants and concierge services is included in EAP services available 365 days a year, 24 hours a day.

We do this with company policies and leadership commitment, and by providing employees opportunities to help shape Devon’s diversity, equity and inclusion direction and actions.

In 2021, our workforce was comprised of 24% females and 22% minorities.

Along with our workforce efforts, we invest in DEI through community partnerships.

One way we are achieving this is by creating STEM centers in elementary schools in the areas in which we operate.

Devon has helped open more than 100 STEM centers that orient children of all backgrounds to skills that will be essential for the future workforce.

[Index to Financial Statements](#IndexToFinancialStatements)

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

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

| [PART IV](#PART_IV) | | 107 |

| [Signatures](#SIGNATURES) | | 117 |

“Devon Financing” means Devon Financing Company, L.L.C.

“Devon Plan” means Devon Energy Corporation Incentive Savings Plan.

“EnLink” means EnLink Midstream Partners, LP, a master limited partnership.

“General Partner” means EnLink Midstream, LLC, the indirect general partner entity of EnLink, and, unless the context otherwise indicates, EnLink Midstream Manager, LLC, the managing member of EnLink Midstream, LLC.

| | • | risks related to the Merger, including the risk that we may not realize the anticipated benefits of the Merger or successfully integrate the two legacy businesses; and |

On January 7, 2021, Devon and WPX completed an all-stock merger of equals.

See our Sustainability Report published on our company website for performance highlights and additional information.

Information contained in our Sustainability Report is not incorporated by reference into, and does not constitute a part of, this Annual Report on Form 10-K.

Due to the strength of oil prices relative to natural gas, we have positioned our portfolio to be more heavily weighted to U.S. oil assets in recent years.

During 2019, we sold our Canadian business, generating $2.6 billion in proceeds.

During 2020, we sold our Barnett Shale assets, generating proceeds of $490 million and contingent earnout payments to Devon of up to $260 million based upon future commodity prices, with upside participation beginning at a $2.75 Henry Hub natural gas price or a $50 WTI oil price.

Refer to “COVID-19” included in Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information on actions taken by Devon to protect and support its employees during the COVID-19 pandemic.

We offer competitive health and financial benefits with incentives designed to promote wellbeing.

We do this with employee-led organizations and corporate policies.

Devon has an Inclusion and Diversity Leadership Team, which consists of senior leaders who support others by coaching, motivating and breaking down barriers.

All Devon employees must act in accordance with our Code of Business Conduct and Ethics (“Code”), which sets forth current business practices and guidance to ensure ongoing compliance.

Our Code covers topics such as anti-corruption, harassment, discrimination, privacy, cybersecurity, confidential information and how to report Code violations.

Additionally, our directors, officers and employees are required to comply with policies such as our Zero Tolerance Anti-Harassment Policy, Anti-Corruption Policy and Procedure, Conflicts of Interest Policy and Employee Gifts and Entertainment Declaration Policy.

Additional information regarding Devon’s human capital measures and objectives is contained in Devon’s Sustainability Report published on our company website.

WPX Merger Assets

Financial and operational data, such as reserves, production, wells and acreage, provided in this document exclude amounts related to WPX’s assets unless otherwise noted due to the Merger closing subsequent to December 31, 2020.

For additional information, please see [Note 2](#Acquisitions_Divestitures) in “Item 8.

Financial Statements and Supplementary Data” of this report.

Canadian Business and Barnett Shale Assets – Discontinued Operations

As a result of our divestment of substantially all of our oil and gas assets and operations in Canada, as well as the divestiture of our Barnett Shale assets, amounts associated with these assets are presented as discontinued operations.

The financial and operational data, such as reserves, production, wells and acreage, provided in this document exclude amounts related to our Canadian and Barnett Shale assets unless otherwise noted.

Included within the amounts presented as discontinued operations associated with the Barnett Shale are properties divested in previous reporting periods located primarily in Johnson and Wise counties, Texas.

Combined with the Delaware Basin assets acquired in the WPX merger, we plan to invest approximately $1.5 billion of capital in the Delaware Basin in 2021, making it the top-funded asset in the portfolio.

Recent drilling success in this basin has expanded our drilling inventory, and we expect further growth as we accelerate activity and continue to de-risk this emerging light-oil opportunity.

Devon has several uncompleted wells in its Powder River Basin inventory and has resumed capital activity in early 2021.

In 2021, we plan approximately $80 million of capital investment.

Eagle Ford – We acquired our position in the Eagle Ford in 2014.

Since acquiring these assets, we have delivered tremendous results driven by our development in DeWitt County, Texas located in the economic core of the play.

As a result of the COVID-19 pandemic and related significant decrease to oil pricing in early 2020, Devon did not pursue any drilling and completion

[Index to Financial Statements](#IndexToFinancialStatements)

On February [removed: 3, 2021,] [added: 2, 2022,] there were [removed: 12,611] [added: 11,947] holders of record of our common stock.

The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board of Directors and will depend on Devon’s financial results, cash requirements, future [removed: prospects, COVID-19 impacts] [added: prospects] and other factors deemed relevant by the Devon Board.

In [removed: 2020,] [added: 2021,] this peer group was recalibrated to better align with Devon’s go-forward size and [removed: operations, in light of our strategic transformation in 2019,] [added: operations post Merger] and due to consolidation within the industry.

[removed: The new 2020] [added: In 2020, the] peer group [removed: includes Apache] [added: included APA] Corporation, Chesapeake Energy Corporation, [removed: Cimarex Energy Co.,] Continental Resources, Inc., EOG Resources, Inc., Marathon Oil Corporation, Occidental Petroleum Corporation, Ovintiv, Inc. and Pioneer Natural [removed: Resources.][added: Resources Company.]

[removed: In 2019, the] [added: The new 2021] peer group included [removed: Apache Corporation, Chesapeake Energy] [added: APA] Corporation, ConocoPhillips, Continental Resources, Inc., [added: Coterra Energy Inc., Diamondback Energy, Inc.,] EOG Resources, Inc., [removed: Hess Corporation,] Marathon Oil Corporation, [removed: Murphy Oil Corporation, Occidental Petroleum Corporation,] Ovintiv, Inc. and Pioneer Natural Resources Company.

[removed: Anadarko Petroleum Corporation, Concho Resources, Inc. and Noble Energy, Inc. were] [added: Cimarex Energy Co. was] previously included in [removed: these] [added: the] peer [removed: groups,] [added: group,] but [removed: have] [added: has] been excluded as a result of being acquired as part of the continuing consolidation in the industry.

The graph was prepared assuming $100 was invested on December 31, [removed: 2015] [added: 2016] in Devon’s common stock, the peer groups and the S&P 500 Index, and dividends have been reinvested subsequent to the initial investment.

[removed: ][added: ]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The following table provides information regarding purchases of our common stock that were made by us during the fourth quarter of [removed: 2020] [added: 2021] (shares in thousands).

| | (1) | [removed: These amounts reflect] [added: In addition to shares purchased under] the [added: share repurchase program described below, these amounts also include approximately 60,000] shares received by us from employees for the payment of personal income tax withholding on vesting transactions. |

| | (2) | On [removed: December 17, 2019,] [added: November 2, 2021,] we announced a $1.0 billion share repurchase program that [removed: expired] [added: will expire] on December 31, [removed: 2020. We] [added: 2022. On February 15, 2022, we announced the expansion of this program to $1.6 billion. In the fourth quarter of 2021, we] repurchased [removed: 2.2] [added: 14] million common shares for [removed: $38] [added: $589] million, or [removed: $16.85] [added: $42.15] per share, under this share repurchase program. For additional information, see [Note 18](#StockholdersEquity) in “Item 8. Financial Statements and Supplementary Data” of this report. |

| October 1 - October 31 | | | 30 | | | $ | 37.96 | | | | — | | | $ | — | |

| November 1 - November 30 | | | 9,731 | | | $ | 42.50 | | | | 9,727 | | | $ | 587 | |

| December 1 - December 31 | | | 4,282 | | | $ | 41.35 | | | | 4,256 | | | $ | 411 | |

| Total | | | 14,043 | | | $ | 42.14 | | | | 13,983 | | | | | |

[Index to Financial Statements](#IndexToFinancialStatements)

| October 1 - October 31 | | | 63 | | | $ | 8.98 | | | | — | | | $ | 962 | |

| November 1 - November 30 | | | 17 | | | $ | 14.41 | | | | — | | | $ | 962 | |

| December 1 - December 31 | | | 8 | | | $ | 14.93 | | | | — | | | $ | — | |

| Total | | | 88 | | | $ | 10.58 | | | | — | | | | | |

Under the Devon Plan, eligible employees previously had the option to purchase shares of our common stock through an investment in the Devon Stock Fund, which is administered by an independent trustee.

Eligible employees purchased approximately 14,000 shares of our common stock in 2020, 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 this plan through open-market purchases.

Not applicable.

[Index to Financial Statements](#IndexToFinancialStatements)

| [Report of Independent Registered Public Accounting Firm](#Report_of_Independent_Registered_Public) | | [removed: 50] [added: 45] |

| [Consolidated Statements of Comprehensive Earnings](#Comprehensive_Statements) | | [removed: 54] [added: 48] |

| [Consolidated Statements of Cash Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS) | | [removed: 55] [added: 49] |

| [Consolidated Balance Sheets](#CONSOLIDATED_BALANCE_SHEETS) | | [removed: 56] [added: 50] |

| [Consolidated Statements of Equity](#CONSOLIDATED_STATEMENTS_OF_STOCKHOLDERS) | | [removed: 57] [added: 51] |

| [Notes to Consolidated Financial Statements](#Note) | | [removed: 58] [added: 52] |

| [Note 1 – Summary of Significant Accounting Policies](#SummaryOfSignificantAccountingPolicies) | | [removed: 58] [added: 52] |

| [Note 2 – [added: Acquisitions and] Divestitures](#Acquisitions_Divestitures) | | [removed: 67] [added: 62] |

| [Note 3 – Derivative Financial Instruments](#Derivatives) | | [removed: 69] [added: 65] |

| [Note 4 – Share-Based Compensation](#ShareBasedComp) | | [removed: 70] [added: 66] |

| [Note 5 – Asset Impairments](#AssetImpairments) | | [removed: 73] [added: 68] |

| [Note 6 – Restructuring and Transaction Costs](#Restructuring) | | [removed: 74] [added: 69] |

| [Note 7 – Other, Net](#Other_Expenses) | | [removed: 75] [added: 70] |

| [Note 8 – Income Taxes](#Income_Taxes) | | [removed: 75] [added: 70] |

| [Note 9 – Net Earnings (Loss) Per Share From Continuing Operations](#EPS) | | [removed: 80] [added: 75] |

| [Note 10 – Other Comprehensive Earnings](#N10_OR_COMPREHENSIVE_EARNINGS) | | [removed: 81] [added: 76] |

| [Note 11 – Supplemental Information to Statements of Cash Flows](#SupplementalCashFlow) | | [removed: 82] [added: 77] |

| [Note 12 – Accounts Receivable](#AccountsReceivable) | | [removed: 82] [added: 77] |

| [Note 13 – Property, Plant and Equipment](#N13_PROPERTY_PLANT_EQUIPMENT) | | [removed: 83] [added: 78] |

| [Note 14 – Debt and Related Expenses](#Debt) | | [removed: 84] [added: 79] |

| [Note 15 – Leases](#Leases) | | [removed: 85] [added: 81] |

| [Note 16 – Asset Retirement Obligations](#ARO) | | [removed: 87] [added: 83] |

| [Note 17 – Retirement Plans](#RetirementPlans) | | [removed: 88] [added: 83] |

| [Note 18 – Stockholders’ Equity](#StockholdersEquity) | | [removed: 91] [added: 87] |

| [Note 19 – Discontinued [removed: Operations and Assets Held For Sale](#Discops)] [added: Operations](#Discops)] | | [removed: 93] [added: 89] |

| [Note 20 – Commitments and Contingencies](#Commitments) | | [removed: 96] [added: 91] |

| [Note 21 – Fair Value Measurements](#FairValue) | | [removed: 98] [added: 93] |

| [Note 22 – Supplemental Information on Oil and Gas Operations (Unaudited)](#SupplementalOilAndGas) | | [removed: 99] [added: 94] |

We have audited the accompanying consolidated balance sheets of Devon Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

[removed: Critical] [added: *Critical] Audit [removed: Matters][added: Matters*]

There was a high degree of subjective auditor judgment in evaluating the key assumptions used to estimate the [removed: undiscounted and] discounted future cash flows of the proved and unproved oil and gas [removed: properties.][added: properties as changes to the assumptions used could have a significant effect on the determination of the initial fair values.]

The key assumptions used in these estimates were [removed: current and] forecasted commodity prices, forecasted operating and capital costs, future production quantities, risk adjustment factors associated with the proved and unproved reserve volumes, and the discount rate applied to determine fair value.

[removed: To assess] [added: We compared] the [removed: Company’s ability to accurately estimate] [added: estimated] future proved and unproved production [removed: quantities, we compared the future production quantity assumptions] [added: quantities] used by the Company [removed: in prior periods] to [removed: the actual] [added: historical WPX] production [removed: amounts.][added: volumes.]

We also tested the processes and methodologies used by internal reservoir engineers to estimate unproved future production [removed: quantities.][added: quantities for consistency with industry and professional standards.]

We evaluated the [removed: future] [added: forecasted] operating and capital cost assumptions used by the internal reservoir engineers to estimate future cash flows by comparing them to [added: WPX’s] historical costs.

We [removed: also] tested the [added: relevant market differentials that were applied to the] forecasted commodity price assumptions [removed: used by the internal reservoir engineers to estimate future cash flows by comparing those prices to publicly available prices and tested the relevant market differentials] based on past results.

Controls and Procedures”.

Fair value measurement of oil and gas properties acquired in the WPX business combination

As discussed in [Note 2](#Acquisitions_Divestitures) to the consolidated financial statements, on January 7, 2021, the Company and WPX completed an all-stock merger of equals.

The Company was treated as the accounting acquirer, and as a result of the transaction, the Company acquired both proved and unproved oil and gas properties.

The acquisition-date fair value for the oil and gas properties was $9.4 billion.

We identified the evaluation of the initial fair value measurement of the oil and gas properties acquired in the WPX transaction as a critical audit matter.

The Company used the income approach methodology in estimating the initial fair value of the acquired oil and gas properties.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation process to develop and analyze the key assumptions, as listed above, used to measure the initial fair value of the acquired oil and gas properties.

February 16, 2022

| Net earnings (loss) | | $ | 2,833 | | | $ | (2,671 | ) | | $ | (353 | ) |

| Depreciation, depletion and amortization | | | 2,158 | | | | 1,300 | | | | 1,497 | |

| Asset impairments | | | — | | | | 2,693 | | | | — | |

| WPX acquired cash | | | 344 | | | | — | | | | — | |

| Distributions from equity method investments | | | 35 | | | | — | | | | — | |

| Contributions to equity method investments | | | (25 | ) | | | — | | | | — | |

| Acquisition of noncontrolling interests | | | (24 | ) | | | — | | | | — | |

| Effect of exchange rate changes on cash - continuing operations | | | 1 | | | | — | | | | — | |

| Investments | | | 402 | | | | 12 | |

| Net earnings | | | — | | | | — | | | | — | | | | 2,813 | | | | — | | | | — | | | | 20 | | | | 2,833 | |

| Common stock issued | | | 290 | | | | 29 | | | | 5,403 | | | | — | | | | — | | | | — | | | | — | | | | 5,432 | |

| Contributions from noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | 3 | |

| Balance as of December 31, 2021 | | | 663 | | | $ | 66 | | | $ | 7,636 | | | $ | 1,692 | | | $ | (132 | ) | | $ | — | | | $ | 137 | | | $ | 9,399 | |

The transaction has been accounted for using the acquisition method of accounting, with Devon being treated as the accounting acquirer.

See [Note 2](#Acquisitions_Divestitures) for further discussion.

Variable Interest Entity

During 2021, QLCP contributions to and distributions from CDM were approximately $3 million and $20 million, respectively.

*Investments*

In conjunction with the Merger, Devon acquired an interest in Catalyst, which is a joint venture established among WPX, an affiliate of Howard Energy Partners, LLC (“HEP”) and certain other investors, to develop oil gathering and natural gas processing infrastructure in the Stateline area of the Delaware Basin.

Under the terms of the arrangement, Devon and a holding company owned by the other joint venture investors each have a 50% voting interest in the joint venture legal entity, and HEP serves as the operator.

Through 2038, Devon’s production from 50,000 net acres in the Stateline area of the Delaware Basin has been dedicated to Catalyst subject to fixed-fee oil gathering and natural gas processing agreements.

The agreements do not include any minimum volume commitments.

Devon accounts for the investment in Catalyst as an equity method investment.

Devon’s investment in Catalyst is shown within investments on the consolidated balance sheet and Devon’s share of Catalyst earnings are reflected as a component of other, net in the accompanying consolidated statements of comprehensive earnings.

| Investments | | % Interest | | | | Carrying Amount | | |

| Catalyst | | 50% | | | | $ | 368 | |

As of December 31, 2021, Devon’s $368 million investment in Catalyst exceeded the underlying equity in net assets by approximately $125 million.

The basis difference results primarily from intangible assets associated with Devon’s acreage dedication and is amortized over the remaining 17-year term of the associated oil gathering and natural gas processing agreements.

After the closing of the Merger, Catalyst has provided certain gathering, processing and marketing services to Devon in the ordinary course of business.

The impact from these services on Devon’s consolidated statement of comprehensive earnings and consolidated balance sheet for the year ended and as of December 31, 2021, respectively, are summarized below.

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

[Index to Financial Statements](#IndexToFinancialStatements)

Change in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update 2016-02, *Leases (Topic 842).*

Estimate of future cash flows of proved and unproved oil and gas reserves used to assess the recoverability of the carrying value and to estimate the fair value of certain oil and gas properties

As discussed in Notes 1, 5, and 13 to the consolidated financial statements, the Company performs recoverability tests for the carrying value of its oil and gas properties for each relevant asset group.

The recoverability tests are performed if events and circumstances indicate that the carrying value of the asset group may not be recoverable.

The Company estimates the undiscounted future net cash flows expected to be generated from the oil and gas properties and compares such future net cash flows to the carrying amount of the oil and gas property to determine if the carrying amount is recoverable.

When the carrying amount of an oil and gas property exceeds its estimated undiscounted future net cash flows, the carrying amount is impaired to its estimated fair value by applying a discount rate to the undiscounted future cash flows.

The determination of the undiscounted cash flows for the recoverability test and the determination of fair value for impairment is largely driven by the underlying estimate of proved and unproved oil and gas reserves as determined by the Company’s internal reservoir engineers.

To estimate the oil and gas properties’ future cash flows, internal reservoir engineers take into consideration the estimate of risk-adjusted future production quantities, future operating and capital cost assumptions, and projected oil and gas prices inclusive of market differentials.

During the first quarter of 2020, the Company recorded an impairment of approximately $2.7 billion related to its Anadarko Basin and Rockies oil and gas properties.

We identified the estimate of future cash flows from proved and unproved oil and gas reserves used to assess the recoverability of the carrying value and to estimate the fair value of certain of the company’s oil and gas properties as a critical audit matter.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s processes to estimate proved and unproved oil and gas reserves used to determine undiscounted and discounted future cash flows.

We compared the estimated future proved and unproved production quantities used by the Company in the current period to historical production trends.

— Evaluating the overall fair value of proved and unproved oil and gas properties by reconciling it to the Company’s market capitalization as of the measurement date.

We evaluated (1) the professional qualifications of the Company’s internal reservoir engineers as well as the external reservoir engineers and external engineering firm, (2) the knowledge, skills, and ability of the Company’s internal and external reservoir engineers, and (3) the relationship of the external reservoir engineers and external engineering firm to the Company.

Evaluation of potential impairment of goodwill for the U.S. reporting unit

As discussed in Note 1 to the consolidated financial statements, the total goodwill balance was approximately $753 million as of December 31, 2020.

During the completion of the first quarter qualitative goodwill impairment assessment, the Company determined an evaluation of goodwill for potential impairment was required for the U.S. reporting unit as a result of declines in the trading price of its common stock.

Evaluating goodwill for potential impairment involves comparing the fair value of the reporting unit to its carrying value.

If the fair value is less than the carrying value, an impairment charge will be recognized for the amount by which the carrying amount exceeds the fair value.

The fair value is estimated based upon valuation analysis involving the trading price of the Company’s outstanding equity shares, and consideration of a control premium determined by reviewing comparable companies and transactions.

A key assumption in the valuation analysis is the control premium, which is derived from the assessment of control premiums from comparable companies’ recent transactions.

In performing the evaluation of goodwill for impairment in the first quarter, the Company concluded that the fair value of the U.S. reporting unit exceeded the carrying value and therefore no impairment was recognized.

We identified the evaluation of potential impairment of goodwill for the U.S. reporting unit as a critical audit matter.

Specifically, a high degree of auditor judgment and specialized skills were required to evaluate the control premium used to estimate of the fair value of the reporting unit.

Changes to the control premium could have a significant effect on the Company’s estimate of the fair value of the U.S. reporting unit.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s goodwill impairment process, including controls related to the control premium.

We performed a sensitivity analysis to determine the significant assumptions used to evaluate goodwill impairment, individually and in the aggregate, which required challenging auditor judgment.

We involved a valuation professional with specialized skills and knowledge, who assisted in:

—Evaluating the control premium used by comparing it to a control premium that was independently developed using publicly available market data

—Developing an estimate of the fair value of the reporting unit and comparing it to the Company’s fair value estimate.

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

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

| Current assets associated with discontinued operations | | | — | | | | 896 | |

| Long-term assets associated with discontinued operations | | | — | | | | 81 | |

| Current liabilities associated with discontinued operations | | | — | | | | 459 | |

| Long-term liabilities associated with discontinued operations | | | — | | | | 185 | |

| Balance as of December 31, 2017 | | | 525 | | | $ | 53 | | | $ | 7,333 | | | $ | 702 | | | $ | 1,166 | | | $ | — | | | $ | 4,850 | | | $ | 14,104 | |

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: 2020] [added: 2021] 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: 17, 2021,] [added: 16, 2022,] management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] as stated in their report, which is included under “Item 8.

There was no change in our internal control over financial reporting during the fourth quarter of [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Not applicable.

On December 30, 2020, Devon held a special meeting of stockholders (the “Meeting”) to consider and approve the issuance of shares of Devon common stock in the Merger (the “Stock Issuance”).

More than 70% of the outstanding shares of Devon common stock were present at the Meeting, and over 99% of the votes cast were in favor of approval of the Stock Issuance.

During the weeks following the closing of the Merger, Devon learned that several stockholders had received their proxy materials for the Meeting after the date of the Meeting.

Upon investigation, Devon learned that, while the electronic distribution of proxy materials to stockholders had been timely completed, certain stockholders who were to receive proxy materials by mail had not timely received those materials.

The company retained by Devon to process and distribute proxy materials for the Meeting has indicated that, contrary to prior communication on the subject, certain of the proxy materials were not timely delivered to the U.S. Postal Service, resulting in late delivery of such proxy materials to the holders of less than 15% of the outstanding shares of Devon common stock, including record holders of approximately 0.55% of the outstanding

[Index to Financial Statements](#IndexToFinancialStatements)

shares.

In light of Devon’s good faith belief that the proxy materials had been mailed, the overwhelming vote by the Devon stockholders in favor of approval of the Stock Issuance proposal at the Meeting, which approval could not have been altered by the votes of the affected stockholders, and the closing of the Merger and other significant actions taken in reliance upon the approval of the Stock Issuance at the Meeting, Devon is filing an application with the Delaware Chancery Court under Section 205 of the Delaware General Corporation Law seeking an order confirming the validity of the Meeting and the notice of meeting issued in connection therewith.

PART III

Not applicable.

[Index to Financial Statements](#IndexToFinancialStatements)

PART III

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 applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2020.][added: 2021.]

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 applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2020.][added: 2021.]

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 applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2020.][added: 2021.]

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 applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2020.][added: 2021.]

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 applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2020.][added: 2021.]

| [removed: 2.1] [added: 2.2] | | Purchase [added: and Sale] Agreement, dated [removed: June 5, 2018,] [added: December 17, 2019,] by and [removed: among] [added: between] Devon [removed: Gas Services, L.P. and Southwestern Gas Pipeline, L.L.C., as sellers, and Enlink Midstream Manager, LLC, Registrant, and GIP III Stetson I,] [added: Energy Production Company,] L.P. and [removed: GIP III Stetson II, L.P., as acquirors] [added: BKV Barnett, LLC] ([incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed [removed: June 7, 2018;] [added: December 18, 2019;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312518186899/d603494dex21.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312519317560/d842688dex21.htm)).*] |

| [removed: 2.2] [added: 2.1] | | Agreement of Purchase and Sale, dated as of May 28, 2019, among Devon Canada Corporation, Devon Canada Crude Marketing Corporation and Canadian Natural Resources Limited ([incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed May 31, 2019; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312519162861/d754489dex21.htm)). |

| 2.3 | | [added: First Amendment to] Purchase and Sale Agreement, dated [removed: December 17, 2019,] [added: April 13, 2020,] by and between Devon Energy Production Company, [removed: L.P. and] [added: L.P.,] BKV Barnett, [removed: LLC] [added: LLC, and solely with respect to certain provisions therein, BKV Oil & Gas Capital Partners, L.P.] ([incorporated by reference to Exhibit 2.1 to Registrant’s [added: Current Report on] Form 8-K filed [removed: December 18, 2019;] [added: April 14, 2020;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312519317560/d842688dex21.htm)).*] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459020016686/dvn-ex21_7.htm)).] |

| 2.4 | | [removed: First Amendment to Purchase] [added: Agreement] and [removed: Sale Agreement,] [added: Plan of Merger,] dated [removed: April 13,] [added: September 26,] 2020, by and [removed: between Devon Energy Production Company, L.P., BKV Barnett, LLC,] [added: among Registrant, East Merger Sub, Inc.,] and [removed: solely with respect to certain provisions therein, BKV Oil & Gas Capital Partners, L.P.] [added: WPX Energy, Inc.] ([incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form [removed: 8-K] [added: 8-K,] filed [removed: April 14,] [added: September 28,] 2020; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459020016686/dvn-ex21_7.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex21.htm)).] |

| [removed: 2.5] [added: 10.31] | | [removed: Agreement and Plan of Merger,] [added: Employment Agreement,] dated [added: effective] September [removed: 26, 2020,] [added: 13, 2019,] by and [removed: among Registrant, East Merger Sub, Inc.,] [added: between Registrant] and [removed: WPX Energy, Inc.] [added: Mr. David G. Harris] ([incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to Registrant’s [removed: Current Report on] Form [removed: 8-K,] [added: 8-K] filed September [removed: 28, 2020;] [added: 16, 2019;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex21.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312519245839/d802312dex101.htm)).] |

| [removed: 4.6] [added: 4.8] | | 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 ([incorporated by reference to Exhibit 4.1 of Registrant’s Form 8-K filed April 9, 2002; File No. 000-30176](http://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-1.txt)). |

| [removed: 4.7] [added: 4.9] | | 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 ([incorporated by reference to Exhibit 4.2 to Registrant’s Form 8-K filed April 9, 2002; File No. 000-30176](http://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-2.txt)). |

| [removed: 4.8] [added: 4.10] | | Supplemental Indenture No. 4, dated as of March 22, 2018, 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 Notes due 2032 ([incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed March 22, 2018; File No. 000-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312518092146/d551370dex41.htm)). |

| [removed: 4.9] [added: 4.11] | | Indenture, dated as of October 3, 2001, 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 ([incorporated by reference to Exhibit 4.7 to Registrant’s Registration Statement on Form S-4 filed October 31, 2001; File No. 333-68694](http://www.sec.gov/Archives/edgar/data/1090012/000095013401507773/d90138a2ex4-7.txt)). |

| [removed: 4.10] [added: 4.12] | | Assignment and Assumption Agreement, dated as of June 19, 2019, by and between Devon Financing Company, L.L.C. and Registrant, relating to that certain Indenture, dated as of October 3, 2001, by and among Devon Financing Company, L.L.C. (f/k/a Devon Financing Company, U.L.C.), as Issuer, Devon Energy Corporation, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank, as Trustee, and the 7.875% Debentures due 2031 issued thereunder ([incorporated by reference to Exhibit 4.1 to Registrant’s Form 10-Q filed August 7, 2019; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex41_662.htm)). |

| [removed: 4.11] [added: 4.13] | | 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 ([incorporated by reference to Exhibit 4.4 to Ocean Energy Inc.’s Form 10-K filed March 23, 1998; File No. 001-08094](http://www.sec.gov/Archives/edgar/data/320321/0000320321-98-000034.txt)). |

| [removed: 4.12] [added: 4.14] | | 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 ([incorporated by reference to Exhibit 4.10 to Ocean Energy, Inc.’s Form 10-Q filed May 17, 1999; File No. 001-08094](http://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)). |

| [removed: 4.13] [added: 4.15] | | 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 ([incorporated by reference to Exhibit 99.4 to Ocean Energy, Inc.’s Form 8-K filed May 14, 2001; File No. 033-06444](http://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-4.txt)). |

| [removed: 4.14] [added: 4.16] | | Third Supplemental Indenture, dated 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 ([incorporated by reference to Exhibit 4.27 of Registrant’s Form 10-K filed March 3, 2006; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w27.htm)). |

| [removed: 4.15] [added: 10.32] | | [removed: Stockholders’] [added: Employment] Agreement, [removed: by and among Devon Energy Corporation, Felix Investment Holdings II, LLC, and EnCap Energy Capital Fund X, L.P.,] dated January 7, [removed: 2021.] [added: 2021, by and between Registrant and Richard E. Muncrief] ([incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to Registrant’s [removed: Current Report on] Form 8-K filed January 7, 2021; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex101.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex103.htm)).] |

| [removed: 4.16] [added: 10.33] | | [removed: Registration Rights] [added: Employment] Agreement, [added: dated January 7, 2021,] by and between [removed: Devon Energy Corporation] [added: Registrant] and [removed: Felix Investment Holdings II, LLC, dated January 7, 2021] [added: Clay M. Gaspar] ([incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to Registrant’s Form 8-K filed January 7, 2021; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex102.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex104.htm)).] |

| 4.20 | | [removed: Third] [added: Fourth] Supplemental Indenture, dated as of [removed: May 23, 2018,] [added: September 24, 2019,] between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as [removed: trustee,] [added: Trustee,] relating to the [removed: 5.750%] [added: 5.250%] Senior Notes due [removed: 2026] [added: 2027] ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, [removed: Inc.’s] [added: Inc.'s] Form 8-K filed [removed: May 23, 2018;] [added: on September 24, 2019;] File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465918035453/a18-13028_5ex4d1.htm)).] [added: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000141057819001413/tv529864_ex4-1.htm)).] |

| 4.21 | | [removed: Fourth] [added: Fifth] Supplemental Indenture, dated as of [removed: September 24, 2019,] [added: January 10, 2020,] between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as [removed: trustee,] [added: Trustee,] relating to the [removed: 5.250%] [added: 4.500%] Senior Notes due [removed: 2027] [added: 2030] ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, [removed: Inc.'s] [added: Inc.’s] Form 8-K filed [removed: with the SEC on September 24, 2019;] [added: June 17, 2020;] File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000141057819001413/tv529864_ex4-1.htm)).] [added: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465920003062/tm201152d5_ex4-1.htm)).] |

| 4.22 | | [removed: Fifth] [added: Sixth] Supplemental Indenture, dated as of [removed: January 10,] [added: June 17,] 2020, between WPX Energy, Inc. and [removed: The] [added: the] Bank of New York Mellon Trust Company, N.A. as [removed: trustee,] [added: Trustee,] relating to the [removed: 4.500%] [added: 5.875%] Senior Notes due [removed: 2030] [added: 2028] ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed [removed: June 17,] [added: January 10,] 2020; File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465920003062/tm201152d5_ex4-1.htm)).] [added: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)).] |

| 4.23 | | [removed: Sixth] Supplemental [removed: Indenture,] [added: Indenture No. 7,] dated as of June [removed: 17, 2020,] [added: 9, 2021,] between WPX Energy, Inc. and [removed: the] [added: The] Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] as [removed: trustee, related] [added: Trustee, relating] to the [added: 8.250% Senior Notes due 2023, the 5.250% Senior Notes due 2024, the 5.250% Senior Notes due 2027, the] 5.875% Senior Notes due 2028 [added: and the 4.500% Senior Notes due 2030] ([incorporated [removed: herein] by reference to Exhibit [removed: 4.1] [added: 4.5] to [removed: WPX Energy, Inc.’s] [added: Registrant’s] Form 8-K filed [removed: January 10, 2020;] [added: June 9, 2021;] File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex45.htm)).] |

| 4.24 | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex424_739.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex424_481.htm)] |

| [removed: 10.3] [added: 10.8] | | Devon Energy Corporation [removed: 2009 Long-Term] [added: Annual] Incentive [added: Compensation] Plan [removed: (as amended] [added: (amended] and restated effective [removed: June 6, 2012)] [added: as of January 1, 2017)] ([incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to [removed: the] Registrant’s Form 8-K filed June [removed: 8, 2012;] [added: 12, 2017;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512265062/d366787dex102.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312517201470/d391476dex101.htm)).] |

| [removed: 10.4] [added: 10.10] | | [removed: 2013 Amendment (effective as of March 6, 2013) to the] Devon Energy Corporation [removed: 2009 Long-Term Incentive] [added: Benefit Restoration] Plan [removed: (as amended] [added: (amended] and restated effective [removed: June 6,] [added: January 1,] 2012) ([incorporated by reference to Exhibit [removed: 10.1] [added: 10.15] to Registrant’s Form [removed: 10-Q] [added: 10-K] filed [removed: May 1, 2013;] [added: February 24, 2012;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312513192272/d524180dex101.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1015.htm)).] |

| [removed: 10.5] [added: 10.3] | | Devon Energy Corporation [removed: 2015] [added: 2017] Long-Term Incentive Plan ([incorporated by reference to Exhibit 99.1 to Registrant’s Form S-8 filed June [removed: 3, 2015;] [added: 7, 2017;] File No. [removed: 333-204666](http://www.sec.gov/Archives/edgar/data/1090012/000119312515211541/d934016dex991.htm)).] [added: 333-218561](http://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)).] |

| [removed: 10.6] [added: 10.4] | | [added: 2021 Amendment (effective as of January 7, 2021) to the] Devon Energy Corporation 2017 Long-Term Incentive Plan ([incorporated by reference to Exhibit [removed: 99.1] [added: 10.7] to [removed: Registrant’s] [added: the Company’s] Form [removed: S-8] [added: 10-K] filed [removed: June 7, 2017;] [added: February 17, 2021;] File No. [removed: 333-218561](http://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex107_609.htm)).] |

| [removed: 10.8] [added: 10.5] | | WPX Energy, Inc. 2013 Incentive Plan, and amendments No. 1 and No. 2 thereto ([incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed [removed: with the SEC] on February 19, 2018; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d1.htm)). |

| [removed: 10.9] [added: 10.6] | | Amendment No. 3 to the WPX Energy, Inc. 2013 Incentive Plan ([incorporated by reference to Appendix A to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A filed March 29, 2018; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000104746918002302/a2234867zdef14a.htm#AA)). |

| [removed: 10.10] [added: 10.17] | | Devon Energy Corporation [removed: Annual Incentive Compensation] [added: Supplemental Executive Retirement] Plan (amended and restated effective [removed: as of] January 1, [removed: 2017)] [added: 2012)] ([incorporated by reference to Exhibit [removed: 10.1] [added: 10.18] to Registrant’s Form [removed: 8-K] [added: 10-K] filed [removed: June 12, 2017;] [added: February 24, 2012;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312517201470/d391476dex101.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1018.htm)).] |

| [removed: 10.11] [added: 10.21] | | Devon Energy Corporation [removed: Non-Qualified Deferred Compensation] [added: Supplemental Retirement Income] Plan (amended and restated effective [removed: as of April 15, 2014)] [added: January 1, 2012)] ([incorporated by reference to Exhibit [removed: 10.1] [added: 10.19] to Registrant’s Form [removed: 10-Q] [added: 10-K] filed [removed: August 6, 2014;] [added: February 24, 2012;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514298369/d761940dex101.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1019.htm)).] |

| 10.12 | | Amendment [removed: 2014-2,] [added: 2015-1,] executed [removed: May 9, 2014,] [added: April 15, 2015,] to the Devon Energy Corporation [removed: Non-Qualified Deferred Compensation] [added: Benefit Restoration] Plan ([incorporated by reference to Exhibit [removed: 10.11] [added: 10.1] to Registrant’s Form [removed: 10-K] [added: 10-Q] filed [removed: February 20,] [added: May 6,] 2015; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515056497/d859923dex1011.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515174003/d913733dex101.htm)).] |

| 10.13 | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation [removed: Non-Qualified Deferred Compensation] [added: Benefit Restoration] Plan ([incorporated by reference to Exhibit [removed: 10.13] [added: 10.17] to Registrant’s Form 10-K filed February 15, 2017; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1013_1996.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/0001090012/000156459017001607/dvn-ex1017_1995.htm)).] |

| [removed: 10.14] [added: 10.19] | | Amendment [removed: 2018-1,] [added: 2019-1,] executed [removed: August 21, 2018,] [added: June 19, 2019,] to the Devon Energy Corporation [removed: Non-Qualified Deferred Compensation] [added: Supplemental Executive Retirement] Plan [removed: [(incorporated] [added: ([incorporated] by reference to Exhibit [removed: 10.10] [added: 10.3] to Registrant’s Form [removed: 10-K] [added: 10-Q] filed [removed: February 20,] [added: August 7,] 2019; File No. [removed: 001-32318)](http://www.sec.gov/Archives/edgar/data/1090012/000156459019003382/dvn-ex1010_985.htm).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex103_659.htm)).] |

| [removed: 10.15] [added: 10.38] | | [removed: [Amendment 2020-1, executed December 23, 2020,] [added: [Second Amendment] to the [removed: Devon] [added: WPX] Energy [removed: Corporation Non-Qualified] [added: Nonqualified] Deferred Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1015_518.htm)] [added: Plan, executed December 15, 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1038_474.htm).] |

| [removed: 10.16] [added: 10.11] | | [added: Amendment 2014-1, executed March 7, 2014, to the] Devon Energy Corporation Benefit Restoration Plan [removed: (amended and restated effective January 1, 2012)] ([incorporated by reference to Exhibit [removed: 10.15] [added: 10.6] to Registrant’s Form [removed: 10-K] [added: 10-Q] filed [removed: February 24, 2012;] [added: May 9, 2014;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1015.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514192498/d718246dex106.htm)).] |

| [removed: 10.17] [added: 10.22] | | Amendment 2014-1, executed March 7, 2014, to the Devon Energy Corporation [removed: Benefit Restoration] [added: Supplemental Retirement Income] Plan ([incorporated by reference to Exhibit [removed: 10.6] [added: 10.9] to Registrant’s Form 10-Q filed May 9, 2014; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514192498/d718246dex106.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514192498/d718246dex109.htm)).] |

| [removed: 10.18] [added: 10.14] | | Amendment [removed: 2015-1,] [added: 2020-1,] executed [removed: April 15, 2015,] [added: December 23, 2020,] to the Devon Energy Corporation Benefit Restoration Plan ([incorporated by reference to Exhibit [removed: 10.1] [added: 10.20] to [removed: Registrant’s] [added: the Company’s] Form [removed: 10-Q] [added: 10-K] filed [removed: May 6, 2015;] [added: February 17, 2021;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515174003/d913733dex101.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1020_517.htm)).] |

| [removed: 10.19] [added: 10.18] | | [removed: [Amendment] [added: Amendment] 2016-1, executed October 20, 2016, to the Devon Energy Corporation [removed: Benefit Restoration] [added: Supplemental Executive Retirement] Plan [removed: (amended and restated effective January 1, 2012) (incorporated] [added: ([incorporated] by reference to Exhibit [removed: 10.17] [added: 10.25] to Registrant’s Form 10-K filed February 15, 2017; File No. [removed: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1015_518.htm)] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1025_1991.htm)).] |

| [removed: 10.20] [added: 10.43] | | [removed: [Amendment 2020-1, executed December 23, 2020,] [added: [Second Amendment] to the [removed: Devon] [added: WPX] Energy [removed: Corporation Benefit] [added: Nonqualified] Restoration [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1020_517.htm)] [added: Plan, executed December 15, 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1043_470.htm).] |

| [removed: 10.21] [added: 10.27] | | [removed: Devon Energy Corporation Defined Contribution Restoration Plan (amended] [added: Amended] and [removed: restated effective January 1, 2012)] [added: Restated Form of Employment Agreement between Registrant and certain executive officers] ([incorporated by reference to Exhibit [removed: 10.16] [added: 10.19] to Registrant’s Form 10-K filed February [removed: 24, 2012;] [added: 27, 2009;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1016.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095013409003904/d66379exv10w19.htm)).] |

| [removed: 10.22] [added: 10.20] | | Amendment [removed: 2014-1,] [added: 2020-1,] executed [removed: March 7, 2014,] [added: December 23, 2020,] to the Devon Energy Corporation [removed: Defined Contribution Restoration] [added: Supplemental Executive Retirement] Plan ([incorporated by reference to Exhibit [removed: 10.7] [added: 10.35] to Registrant’s Form [removed: 10-Q] [added: 10-K] filed [removed: May 9, 2014;] [added: February 17, 2021;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514192498/d718246dex107.htm)).] [added: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1035_513.htm)).] |

| 4.7 | | Supplemental Indenture No. 7, dated as of June 9, 2021, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.250% Senior Notes due 2027, 5.875% Senior Notes due 2028 and 4.500% Senior Notes due 2030 ([incorporated by reference to Exhibit 4.3 to Registrant’s Form 8-K filed June 9, 2021; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex43.htm)). |

| 10.7 | | [Amendment No. 4 to the WPX Energy, Inc. 2013 Incentive Plan and Global Amendment to Restricted Stock Unit Agreements effective December 1, 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex107_479.htm). |

| 10.9 | | [Devon Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective as of January 1, 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex109_480.htm)). |

| 10.15 | | [Devon Energy Corporation Defined Contribution Restoration Plan (amended and restated effective as of January 1, 2021)](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1015_478.htm). |

| 10.16 | | [Devon Energy Corporation Supplemental Contribution Plan (amended and restated effective as of January 1, 2021)](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1016_476.htm). |

| 10.37 | | [First Amendment to the WPX Energy Nonqualified Deferred Compensation Plan, executed January 4, 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1037_475.htm). |

| 10.41 | | [WPX Energy Nonqualified Restoration Plan, effective January 1, 2015](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1041_472.htm). |

| 10.42 | | [First Amendment to the WPX Energy Nonqualified Restoration Plan, executed January 4, 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1042_471.htm). |

| Exhibit No. | | Description |

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

| | | |

[Index to Financial Statements](#IndexToFinancialStatements)

| 10.7 | | [2021 Amendment (effective as of January 7, 2021) to the Devon Energy Corporation 2017 Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex107_609.htm) |

| 10.26 | | [Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Defined Contribution Restoration Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1026_515.htm) |

| 10.29 | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Supplemental Contribution Plan ([incorporated by reference to Exhibit 10.23 to Registrant’s Form 10-K filed February 15, 2017; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1023_1993.htm)). |

| 10.30 | | Amendment 2019-1, executed June 19, 2019, to the Devon Energy Corporation Supplemental Contribution Plan ([incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-Q filed August 7, 2019; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex102_661.htm)). |

| 10.31 | | [Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Supplemental Contribution Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1031_516.htm) |

| 10.33 | | [Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Supplemental Executive Retirement Plan (amended and restated effective January 1, 2012) (incorporated by reference to Exhibit 10.25 to Registrant’s Form 10-K filed February 15, 2017; File No. 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1026_515.htm) |

| 10.34 | | Amendment 2019-1, executed June 19, 2019, to the Devon Energy Corporation Supplemental Executive Retirement Plan ([incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-Q filed August 7, 2019; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex103_659.htm)). |

| 10.35 | | [Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Supplemental Executive Retirement Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1035_513.htm) |

| 10.37 | | Amendment 2014-1, executed March 7, 2014, to the Devon Energy Corporation Supplemental Retirement Income Plan ([incorporated by reference to Exhibit 10.9 to Registrant’s Form 10-Q filed May 9, 2014; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312514192498/d718246dex109.htm)). |

| 10.38 | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Supplemental Retirement Income Plan ([incorporated by reference to Exhibit 10.28 to Registrant’s Form 10-K filed February 15, 2017; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1028_1992.htm)). |

| 10.39 | | [Amendment 2019-1, effective September 10, 2019, to the Devon Energy Corporation Supplemental Retirement Income Plan (amended and restated effective January 1, 2012) (incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-Q filed November 6, 2019; File No. 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1031_516.htm) |

| 10.42 | | Amendment 2018-1, executed December 14, 2018, to the Devon Energy Corporation Incentive Savings Plan ([incorporated by reference to Exhibit 10.28 to Registrant’s Form 10-K filed February 20, 2019; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459019003382/dvn-ex1028_983.htm)). |

| 10.48 | | Employment Agreement, dated effective September 13, 2019, by and between Registrant and Mr. David G. Harris ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed September 16, 2019; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312519245839/d802312dex101.htm)). |

| 10.51 | | Employment Agreement, dated January 7, 2021, by and between Registrant and Dennis C. Cameron ([incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K filed January 7, 2021; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex105.htm)). |

| 10.52 | | Employment Letter Agreement, dated as of September 26, 2020, by and between Registrant and David A. Hager ([incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed September 28, 2020; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex102.htm)). |

| 10.54 | | Employment Letter Agreement, dated as of September 26, 2020, by and between Registrant and Clay M. Gaspar ([incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K filed September 28, 2020; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex104.htm)). |

| 10.55 | | Employment Letter Agreement, dated as of September 26, 2020, by and between Registrant and Dennis C. Cameron ([incorporated by reference to Exhibit 10.45 to Registrant’s Form 8-K filed September 28, 2020; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex105.htm)). |

| 10.56 | | [Severance Agreement, dated March 2, 2010, between Registrant and Tana K. Cashion.](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1056_660.htm) |

| 10.71 | | 2020 Form of Notice of Grant of Performance Share Unit Award and Award Agreement under the 2017 Long-Term Incentive Plan between Registrant and certain officers for performance based restricted share units awarded (SVP form) ([incorporated by reference to Exhibit 10.4 to Registrant’s Form 10-Q filed May 6, 2020; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459020021639/dvn-ex104_293.htm)). |

| 10.72 | | 2020 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2017 Long-Term Incentive Plan between Registrant and all non-management directors for restricted stock awarded ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed August 5, 2020; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459020036568/dvn-ex101_564.htm)). |

| 10.77 | | Form of Amended and Restated Time-Based Restricted Stock Agreement between WPX Energy, Inc. and certain executive officers ([incorporated by reference to Exhibit 10.2 to WPX Energy, Inc.’s Form 8-K filed February 19, 2018; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d2.htm)). |

| 10.78 | | Form of Amended and Restated Performance-Based Restricted Stock Unit Agreement between WPX Energy, Inc. and certain executive officers ([incorporated by reference to Exhibit 10.3 to WPX Energy, Inc.’s Form 8-K filed February 19, 2018; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d3.htm)). |

| 10.79 | | Form of Omnibus Amendment to Performance-Based Restricted Stock Unit Agreements between WPX Energy, Inc. and Executive Officers ([incorporated herein by reference to Exhibit 10.40 to WPX Energy, Inc.’s Form 10-Q filed August 2, 2018; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000151883218000013/exhibit104020180630.htm)). |

| 10.80 | | Form of Amended and Restated Performance-Based Restricted Stock Unit Agreement between WPX Energy, Inc. and certain executive officers ([incorporated by reference to Exhibit 10.35 to WPX Energy, Inc.’s Form 10-K filed February 21, 2019; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000151883219000005/exhibit10352018.htm)). |

| 10.81 | | Form of Amended and Restated Restricted Stock Unit Award Agreement between WPX Energy, Inc. and Non-Employee Directors ([incorporated herein by reference to Exhibit 10.38 to WPX Energy, Inc.’s Form 10-Q filed August 6, 2019; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000151883219000014/exhibit103806302019.htm)). |

| 10.82 | | Form of Amended Exhibit B to Amended and Restated Performance-Based Restricted Stock Unit Agreement between WPX Energy, Inc. and certain executive officers ([incorporated herein by reference to Exhibit 10.39 to WPX Energy, Inc.’s Form 10-Q filed August 2, 2019; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000151883219000014/exhibit103906302019.htm)). |

| 10.83 | | Form of Global Amendment to Performance-Based Restricted Stock Unit Agreements between WPX Energy, Inc. and certain executive officers ([incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed January 7, 2021; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465921002045/tm2039568d3_ex10-1.htm)). |

| 10.84 | | Tax Sharing Agreement, dated as of December 30, 2011, between The Williams Companies, Inc. and WPX Energy, Inc. ([incorporated herein by reference to Exhibit 10.3 to WPX Energy, Inc.’s Form 8-K filed January 6, 2012; File No. 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000119312512004256/d275540dex103.htm)). |

| /s/ RICHARD E. MUNCRIEF | | President, Chief Executive Officer and | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ JEFFREY L. RITENOUR | | Executive Vice President | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ JEREMY D. HUMPHERS | | Senior Vice President | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ BARBARA M. BAUMANN | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ JOHN E. BETHANCOURT | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ ANN G. FOX | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ KELT KINDICK | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ JOHN KRENICKI JR. | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ KARL F. KURZ | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ ROBERT A. MOSBACHER, JR. | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ DUANE C. RADTKE | | Director | February [removed: 17, 2021] [added: 16, 2022] |

| /s/ VALERIE M. WILLIAMS | | Director | February [removed: 17, 2021] [added: 16, 2022] |

February 16, 2022

| /s/ DAVID A. HAGER | | Executive Chair and Director | February 16, 2022 |

February 17, 2021

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

| /s/ DAVID A. HAGER | | Executive Chairman of the Board | February 17, 2021 |

| /s/ D. MARTIN PHILLIPS | | Director | February 17, 2021 |

| D. Martin Phillips | | | |