Devon Energy (DVN) 10-K risk factor changes: FY2022 vs FY2021

[removed: Volatile] [added: Volatile] Oil, Gas and NGL Prices Significantly Impact Our [removed: Business][added: Business]

For example, over the last five years, monthly NYMEX WTI oil and NYMEX Henry Hub gas prices ranged from highs of over [removed: $80] [added: $120] per Bbl and [removed: $6.00] [added: $9.50] per MMBtu, respectively, to lows of under $30 per Bbl and $1.50 per MMBtu, respectively.

[removed: | | • |] the domestic and worldwide supply of and demand for oil, gas and [removed: NGLs; |][added: NGLs, including the impact of releases from the U.S. Strategic Petroleum Reserve;]

[removed: | | • |] volatility and trading patterns in the commodity-futures markets; [removed: |]

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

[removed: | | • |] production levels of members of OPEC, Russia, the U.S. or other producing countries; [removed: |]

[removed: | | • |] geopolitical risks, including [added: the on-going conflict between Russia and Ukraine, as well as other] political and civil unrest in the Middle East, Africa, Europe and South America; [removed: |]

[removed: | | • |] adverse weather conditions, natural disasters, public health crises and other catastrophic events, such as tornadoes, earthquakes, hurricanes and epidemics of infectious diseases; [removed: |]

[removed: | | • |] regional pricing differentials, including in the Delaware Basin and other areas of our operations; [removed: |]

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

[removed: | | • |] the level of imports and exports of oil, gas and NGLs and the level of global oil, gas and NGL inventories; [removed: |]

[removed: | | • |] the price and availability of alternative energy sources; [removed: |]

[removed: | | • |] technological advances affecting energy consumption and production, including with respect to electric vehicles; [removed: |]

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

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

[removed: | | • |] other governmental regulations and taxes. [removed: |]

[removed: Our] [added: Our] Business Has Been Adversely Impacted by the COVID-19 Pandemic, and We May Experience Continuing or Worsening Adverse Effects From This or Other [removed: Pandemics][added: Pandemics]

The COVID-19 pandemic and related economic repercussions [removed: have] created significant volatility, uncertainty and turmoil in the oil and gas [removed: industry.][added: industry and the broader economy.]

The pandemic and the related responses of governmental authorities and others to limit the spread of the virus significantly reduced global economic activity, which resulted in an unprecedented decline in the demand for oil and other commodities during [removed: 2020.][added: 2020, along with a corresponding deterioration in commodity prices.]

Although commodity prices subsequently [removed: recovered, COVID-19 or] [added: recovered after their decline in 2020, COVID-19,] its variants [removed: may] [added: or any other future pandemic could] lead to similar protracted periods of depressed commodity [removed: prices, which] [added: prices or result] in [removed: turn could have] [added: other] significant adverse consequences [removed: for] [added: to] our [removed: financial condition and liquidity.][added: business.]

[removed: Estimates] [added: Estimates] of Oil, Gas and NGL Reserves Are Uncertain and May Be Subject to [removed: Revision][added: Revision]

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

Consequently, material revisions to [added: our] existing reserves estimates may occur as a result of changes in any of these [added: or other] factors.

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

Therefore, our estimated proved reserves and future oil, gas and NGL production will decline materially as reserves are produced unless we conduct successful exploration and development activities, such as identifying additional producing zones in existing [removed: wells,] [added: properties,] utilizing secondary or tertiary recovery techniques or acquiring additional properties containing proved reserves.

[removed: We] [added: We] Are Subject to Extensive Governmental Regulation, Which Can Change and Could Adversely Impact Our [removed: Business][added: Business]

Our operations are subject to extensive federal, state, tribal and local [removed: laws, rules] [added: laws] 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.

[removed: For example,] [added: Moreover,] certain regulations require the plugging and abandonment of [removed: wells and] [added: wells,] removal of production facilities [added: and other restorative actions] by current and former operators, including corporate successors of former operators.

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

These and other regulatory and public policy developments could, among other things, restrict production levels, delay necessary permitting, impose price controls, change environmental protection requirements, impose restrictions on pipelines or other necessary [removed: infrastructure and increase] [added: infrastructure, raise] taxes, royalties and other amounts payable to governments or governmental [removed: agencies.][added: agencies and otherwise increase our operating costs.]

[removed: Federal Lands] [added: *Federal Lands*] – President Biden and certain members of his administration have expressed support for, and have taken steps to implement, additional regulation of oil and gas leasing and permitting on federal lands.

For example, President Biden issued an executive order in January [removed: 2021 directing the Secretary of the Interior to] [added: 2021, imposing a near total] pause on entering new oil and gas leases on public [removed: 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.

[removed: The] [added: Although the pause on leasing was subsequently lifted in April 2022, the Department of the Interior issued a] report [added: on the federal leasing program in November 2021 that] recommended various [removed: changes to the program,] [added: changes,] including, among other things, [removed: 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 [added: further] Congressional actions, and we cannot predict to what extent, if any, the Department of the Interior may be able to promulgate rules implementing the [added: remaining] recommendations of the November 2021 report.

As of December 31, [removed: 2021,] [added: 2022,] less than 20% of our total leasehold resides on federal lands, which is primarily located in the Delaware and Powder River Basins.

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

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

Moreover, several [removed: states] [added: state and local governments] in [added: areas in] which we operate have adopted, or stated intentions to adopt, laws or regulations that mandate further restrictions on hydraulic fracturing, such as requiring disclosure of chemicals used in hydraulic fracturing, imposing more stringent permitting, disclosure and well-construction requirements on hydraulic fracturing operations and establishing standards for the capture of air emissions released during hydraulic fracturing.

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

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

Risks Related to Our Industry

[Index to Financial Statements](#indextofinancialstatements)

the overall economic environment, including inflationary pressures and rising interest rates;

For example, we recognized asset impairments of $2.7 billion in 2020 due to the significant decrease in commodity prices resulting primarily from the COVID-19 pandemic.

In addition, our oil and gas properties can become damaged, our operations may

[Index to Financial Statements](#indextofinancialstatements)

Many of the factors described above have negatively impacted our operations in the past and may do so again in the future.

Moreover, many of our contract counterparties have become subject to increasing governmental oversight and regulations in recent years, which could adversely affect the cost and availability of our hedging arrangements.

[Index to Financial Statements](#indextofinancialstatements)

Such interruptions or constraints could adversely impact our operations, including by requiring us to curtail our production or obtain alternative takeaway capacity on less favorable terms.

The rising costs and scarcity caused by this competitive pressure will generally increase during periods of higher commodity prices and can be further exacerbated by higher inflation rates and supply chain disruptions in the broader economy.

For example, we experienced higher operating costs throughout 2022 due to these factors, and we expect such inflationary pressures to continue in 2023.

Legal, Regulatory and Environmental Risks

We have incurred and will continue to incur substantial capital, operating and remediation costs as a result of these and other laws, regulations, permits and orders to which we are subject.

The IRA, for instance, contains hundreds of billions of dollars in incentives for the development of renewable energy, clean fuels and carbon capture and sequestration, among other provisions, potentially further accelerating the transition toward lower-or zero-carbon emissions alternatives to fossil fuels.

[Index to Financial Statements](#indextofinancialstatements)

The IRA responded, in part, to the report’s recommendations by increasing onshore royalty rates on all new federal leases.

[Index to Financial Statements](#indextofinancialstatements)

In addition, the IRA includes various changes to the federal tax laws beginning in 2023, including (i) a new 15% corporate alternative minimum tax on “adjusted financial statement income” and (ii) a new 1% excise tax on stock repurchases.

While we are still evaluating the full impact of this legislation, and await further guidance and clarifications from the U.S. Treasury, we expect incremental taxes attributable to these new tax provisions.

Moreover, the recently enacted IRA imposes a new charge or fee with respect to excess methane emissions from certain petroleum and natural gas facilities starting in 2024 and annually increasing through 2026.

Policy makers have also advocated for expanding existing, or creating new, reporting and disclosure requirements regarding GHG emissions and other climate-related matters.

For example, the EPA proposed amendments in June 2022 to its Green House Gas Reporting Program, which would, among other things, add well blowouts and other abnormal events as new categories of sources for GHG emissions reporting.

In addition, the SEC proposed rules in March 2022 that would require public companies to include extensive climate-related disclosures in their SEC filings.

Among other things, the proposed SEC rules, if adopted as written, would mandate disclosures on (i) GHG emissions, including Scope 3 emissions if material or part of a company’s emissions goal, (ii) financial impact and expenditure metrics relating to severe weather and climate change and (iii) a company’s use of scenario analysis and climate targets.

Although the SEC has not finalized these rules, we would expect to incur substantial additional compliance costs to the extent these or similar rules are adopted.

We further anticipate the costs and other risks associated with any such disclosure requirements to be particularly heightened, given that reporting frameworks on GHG emissions and other climate-related metrics are still maturing and often require the use of numerous assumptions and judgments.

Additionally, public statements with respect to emissions reduction goals, environmental targets or, more broadly, ESG-related goals, are becoming increasingly subject to heightened scrutiny from public and governmental authorities with respect to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits.

For example, in March 2021, the SEC established the Climate and ESG Task Force in the Division of Enforcement to identify and address potential ESG-related misconduct, including greenwashing.

Certain non-governmental organizations and other private actors have filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements were misleading, false, or otherwise deceptive.

As a result, we may face increased litigation risks which could, in turn, lead to further negative sentiment against us and our industry.

[Index to Financial Statements](#indextofinancialstatements)

30% from 2020 levels by 2030.

Price Controls, Export Restrictions and Other Governmental Interventions in Energy Markets May Adversely Impact our Business

Domestic and foreign governmental bodies have from time to time intervened in energy markets by imposing price controls, restricting exports, limiting production or otherwise taking actions to impact the availability and price of oil, natural gas and NGLs.

For instance, members of the European Union agreed to a price-cap framework in December 2022 for the trading of natural gas in response to rising energy costs in Europe.

Similarly, during 2021 and 2022, President Biden authorized several releases from the U.S. Strategic Petroleum Reserve in an effort to lower domestic energy prices.

Governments may take similar actions in the future, particularly in the event of disruption in energy markets or national emergency.

Any such interventions could adversely impact our business, including by depressing the price of our production and generally introducing greater uncertainty to our operations.

General and Other Risks Facing our Business

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

| | • | the overall economic environment; |

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.

The COVID-19 pandemic and related restrictions aimed at mitigating its spread have caused us and our service providers to modify certain of our business practices.

There is no certainty that these or any other future measures will be sufficient to mitigate the risks posed by the virus, including the risk of infection of key employees.

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.

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

The COVID-19 pandemic and its related effects continue to evolve.

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 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 generally.

Any extended period of depressed commodity prices or general economic disruption as a result of a pandemic would adversely affect our business, financial condition and results of operations.

In addition, we may be required to make large expenditures to comply with applicable governmental laws, rules, regulations, permits or orders.

These requirements may result in significant costs associated with the removal of tangible equipment and other restorative actions.

Our operating and other compliance costs could increase further if existing laws and regulations are revised or reinterpreted, or if new laws and regulations become applicable to our 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 EPA also released a report in 2016 finding that certain aspects of hydraulic fracturing, such as water withdrawals and wastewater management practices, could result in impacts to water resources in certain circumstances.

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

In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general or hydraulic fracturing in particular.

or otherwise adversely affect our operations.

In addition, we are currently defending against certain third-party lawsuits and could be subject to additional claims, seeking alleged property damages or other remedies as a result of alleged induced seismic activity in our areas of operation.

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.

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.

hedging contracts.

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

These attacks may be perpetrated by third parties or insiders.

Techniques used in these attacks often range from highly sophisticated efforts to electronically circumvent network security to more traditional intelligence gathering and social engineering aimed at obtaining information necessary to gain access.

Cyber attacks may also be performed in a manner that does not require gaining unauthorized access, such as by causing denial-of-service attacks.

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

Such interruptions or constraints could negatively impact our production and associated profitability.

Typically, during times of rising commodity prices, drilling and operating costs will also increase.

During these periods, there is often a shortage of drilling rigs and other oilfield services, which could adversely affect our ability to execute our development plans on a timely basis and within budget.

Our Business Could Be Adversely Impacted by Investors Attempting to Effect Change

[removed: Introduction][added: Introduction]

Financial Statements and Supplementary Data” [removed: of] [added: in] this report.

The following discussion and analyses primarily focus on [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our [removed: [2020] [added: [2021] Annual Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/0001090012/000156459021006239/dvn-10k_20201231.htm).][added: 10-K](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-10k_20211231.htm).]

[removed: Executive Overview][added: Executive Overview]

[removed: The] [added: Looking across our 2021 and 2022 performance, the] Merger has helped us become a leading unconventional oil producer in the U.S., with an asset base underpinned by premium acreage in the economic core of the Delaware Basin.

This strategic combination [removed: accelerates] [added: accelerated] our transition to a cash-return business model, including the implementation of a fixed plus variable dividend strategy.

We remain focused on building economic value by executing on our strategic priorities of [removed: achieving disciplined oil volume] [added: moderating production] growth, [removed: capturing operational] [added: emphasizing capital] and [removed: corporate synergies, reducing] [added: operational efficiencies, optimizing] reinvestment rates to maximize free cash flow, maintaining low leverage, delivering cash returns to our shareholders and pursuing ESG excellence.

Our [removed: recent] [added: 2022] performance highlights for these priorities include the following items:

[removed: | | • | Generated $4.9 billion of operating cash flow in 2021. |][added: *Operating Cash Flow*]

Commodity prices strengthened [removed: throughout] [added: in] 2021 [added: and continued to strengthen throughout the majority of 2022,] which [added: has] significantly improved our earnings and cash flow generation.

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

| [removed: ] [added: ] | | As presented in the graph at the left, commodity 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: $67.86] [added: $94.39] per Bbl and [removed: $3.85] [added: $6.65] per MMBtu, respectively, to average lows of $39.59 per Bbl and $2.08 per MMBtu, respectively. |

[removed: ][added: ]

Led by [removed: an 85%] [added: a 73%] and [removed: 71%] [added: 39%] increase in Henry Hub and WTI from [removed: 2020] [added: 2021] to [removed: 2021,] [added: 2022,] respectively, our unhedged combined realized price rose [removed: 107%.][added: 38%.]

Additionally, volumes increased [removed: 72%] [added: 7%] from [removed: 2020 to] 2021 [added: to 2022] primarily due to the [removed: Merger as well as] continued development of assets in the Delaware [removed: Basin.][added: Basin and acquisitions in the Williston Basin and Eagle Ford that both closed in the third quarter of 2022.]

Net earnings in [removed: 2019,] [added: both] 2020 and 2021 included a [removed: $0.5 billion,] $0.1 billion [added: hedge valuation loss, net of taxes] and [removed: $0.1] [added: 2022 included a $0.5] billion hedge [added: valuation gain, net of taxes.]

[removed: ][added: ]

We exited [removed: 2021] [added: 2022] with [removed: $5.3] [added: $4.5] billion of liquidity, comprised of [removed: $2.3] [added: $1.5] billion of cash and $3.0 billion of available credit under our Senior Credit Facility.

We currently have approximately [removed: 20%] [added: 25%] and [removed: 30%] [added: 20%] of our [removed: 2022] oil and gas production hedged, [removed: respectively.][added: respectively, for 2023.]

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

As commodity prices and our operating performance strengthen and bolster our financial condition, we have authorized opportunistic repurchases of up to [removed: $1.6] [added: $2.0] billion [removed: shares] of our common [removed: stock through the end] [added: shares with an expiration date] of [removed: 2022.][added: May 4, 2023.]

Additionally, we continue funding our fixed plus variable dividends, which totaled [removed: $1.3] [added: $3.4] billion in [removed: 2021.][added: 2022.]

[removed: Business] [added: Business] and Industry [removed: Outlook][added: Outlook]

In [removed: 2021,] [added: 2022,] Devon marked its [removed: 50th] [added: 51st] anniversary in the oil and gas business and its [removed: 33rd] [added: 34th] year as a public company.

In line with this [removed: business model,] [added: strategy,] we [removed: redeemed $1.2 billion of debt and] returned [removed: nearly $2] [added: over $4] billion of cash to shareholders through [removed: our] fixed [removed: plus] [added: and] variable cash dividends and share [removed: repurchases.][added: repurchases in 2022.]

In [removed: 2021,] [added: 2022,] WTI oil prices averaged [removed: $67.86] [added: $94.39] per [removed: barrel] [added: Bbl] versus [removed: $39.59] [added: $67.86] per [removed: barrel] [added: Bbl] in [removed: 2020.][added: 2021.]

Our [removed: 2022] [added: 2023] cash flow is partly protected from commodity price volatility due to our current hedge position that covers approximately [removed: 20%] [added: 25%] of our anticipated oil volumes and [removed: 30%] [added: 20%] of our anticipated gas volumes.

[removed: With our 2022 capital program, we] [added: We] expect to continue our capital-efficiency focus and our steadfast commitment to capital [removed: discipline.][added: discipline with our 2023 capital program which is expected to maintain our oil production at similar levels as 2022, adjusted for acquisitions.]

To achieve our [removed: 2022] [added: 2023] capital program objectives that maximize free cash flow, approximately [removed: 75%] [added: 60%] of our [removed: 2022] [added: 2023] spend is expected to be 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: 2022] [added: 2023] capital in our [removed: remaining] [added: other] core areas of Eagle Ford, Anadarko Basin, Powder River Basin and Williston Basin.

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

Analysis of the change in net earnings [removed: from continuing operations] is shown below.

Our [removed: 2021] [added: 2022] net earnings were [removed: $2.8] [added: $6.0] billion, compared to [removed: a] net [removed: loss] [added: earnings] of [removed: $2.5] [added: $2.8] billion for [removed: 2020.][added: 2021.]

The graph below shows the change in net earnings [removed: (loss)] from [removed: 2020] [added: 2021] to [removed: 2021.][added: 2022.]

[removed: ][added: ]

[removed: Production Volumes][added: Production Volumes]

| | | [removed: 2021] [added: 2022] | | | | [removed: %] [added: %] of [removed: Total] [added: Total] | | | | [removed: 2020] [added: 2021] | | | | [removed: Change] [added: Change] | | |

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

| Delaware Basin | | | [removed: 197] [added: 210] | | | | [removed: 68] [added: 70] | % | | | [removed: 85] [added: 197] | | | | [removed: +133] [added: 7] | % |

In the third quarter of 2022, we acquired additional producing properties and leasehold interests in both the Williston Basin and Eagle Ford that are complementary to our existing acreage, offer operational synergies and add high-quality inventory.

Additionally, our diverse portfolio balances exposure to oil and natural gas prices with access to premium markets to improve realized pricing.

Generated $8.5 billion of operating cash flow in 2022, which is a 74% increase from the prior year.

2022 oil production averaged 299 MBbls/d, which is a 3% increase from the prior year.

As of December 31, 2022, completed approximately 65% of our authorized $2.0 billion share repurchase program, with 25.7 million of our common shares repurchased for $1.3 billion, or $50.90 per share, since inception of the plan.

Exited 2022 with $4.5 billion of liquidity, including $1.5 billion of cash.

Including variable dividends, paid dividends of approximately $3.4 billion in 2022 and have declared $579 million of dividends to be paid in the first quarter of 2023, which is inclusive of an 11% increase to our fixed quarterly dividend to $0.20 per share.

Invested approximately $100 million in emissions reduction capital projects in 2022.

We remain committed to capital discipline and delivering the objectives that underpin our current plan.

Those objectives prioritize value creation through moderated capital investment and production growth, particularly with a view of the volatility in commodity prices, supply chain constraints and the economic uncertainty arising from recent geopolitical events.

The military conflict between Russia and Ukraine and related economic sanctions imposed on Russia, as well as OPEC+ restraining production growth, further exacerbated supply shortages, causing oil

[Index to Financial Statements](#indextofinancialstatements)

prices to increase even more throughout most of 2022.

However, oil prices did begin to decline in the fourth quarter of 2022 due to economic uncertainty surrounding inflation and increased interest rates as well as certain geopolitical events.

| | | |

Earnings continued to improve

[Index to Financial Statements](#indextofinancialstatements)

during 2022 as commodity prices continued to strengthen and we executed on our strategic priorities as a company.

We have continued to deliver strong cash flow and EBITDAX results primarily due to improved commodity prices and overall market conditions as well as strong operating performance.

We currently have $6.4 billion of debt outstanding, of which approximately $250 million is classified as short-term.

We repurchased approximately 11.7 million shares during 2022 for approximately $718 million, or $61.36 per share.

As of December 31, 2022, we have repurchased approximately 25.7 million shares for approximately $1.3 billion, or $50.90 per share, since the inception of the program.

We recently declared a dividend payable in the first quarter of 2023 for $579 million, which includes an 11% increase to our fixed quarterly dividend to $0.20 per share.

The strength of our portfolio of assets, the success of our 2021 transformational merger with WPX and strong commodity prices led us to generate net earnings of $6 billion in 2022, which was more than double that of 2021.

Our portfolio was further strengthened in 2022 following the completion of two bolt-on acquisitions in the Williston Basin and Eagle Ford that were highly complementary to our existing positions in each basin.

Both acquisitions were funded with cash on hand, and our balance sheet and financial position remains strong following the acquisitions.

We remain committed to continuing our track record of industry leading return of capital to our shareholders, underpinned by low capital reinvestment rates and a disciplined, returns-driven strategy which is designed to be successful through

[Index to Financial Statements](#indextofinancialstatements)

economic cycles.

Crude prices experienced significant improvement from the prior year, but volatility remained.

Current market fundamentals indicate that even though the supply-demand balance for commodities is expected to remain tight due to growing demand and continued discipline by oil producers, market prices for crude oil and natural gas are expected to be lower in 2023 due to ongoing recession fears driven by high inflation levels and rising interest rates.

Additionally, commodity prices could remain volatile as uncertainty still exists from the impact of sanctioned Russian oil in the global market, as well as actions taken by OPEC+ countries in supporting a balanced global crude supply.

Henry Hub natural gas prices continued to strengthen in 2022, averaging $6.65 per Mcf compared to $3.85 per Mcf in 2021.

Natural gas prices rebounded in 2022 due to increased demand, continued capital discipline by producers, high LNG prices and infrastructure constraints.

Looking forward to 2023, natural gas and NGL prices are expected to decline compared to 2022 due to limited LNG export capacity coming online, rising U.S. natural gas production and sufficient storage levels.

Our 2023 capital is expected to be higher than last year partly due to a full year of planned capital spend on assets acquired during 2022.

Additionally, the estimated impact of inflation has also been accounted for in our 2023 capital and operating costs forecasts.

The currently elevated level of cost inflation could erode our cost efficiencies gained over previous years and pressure our margin in 2023, particularly if commodity prices decline.

Despite this, we expect to continue generating material amounts of free cash flow at current commodity price levels due to our strategy of spending within cash flow.

We expect to mitigate the impact of cost inflation through efficiencies gained from the scale of our operations as well as by leveraging our long-standing relationships with our suppliers.

| | • | 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. |

| | • | 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.

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.

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

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

On January 7, 2021, we completed a transformational merger of equals with WPX, which nearly doubled the size and scale of Devon’s oil production while further strengthening our leadership team, the quality of our portfolio of assets and our balance sheet.

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.

The strategic combination with WPX has accelerated our cash return business model that includes reduced capital reinvestment rates and a disciplined, returns-driven strategy to generate higher free cash flow.

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.

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

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.

Looking ahead, current market fundamentals indicate that 2022 crude pricing is expected to continue to stabilize, supported both by a continued recovery in global demand with the easing of travel restrictions and expected continued capital discipline by oil producers.

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

actions taken by OPEC+ countries in supporting a balanced global crude supply.

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.

In total, our 2022 operating plan is expected to maintain our oil production at similar levels as 2021.

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.

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

Due to the Merger closing on January 7, 2021, volumes now include WPX legacy assets in the Delaware Basin in Texas and New Mexico and the Williston Basin in North Dakota.

Volumes associated with these WPX legacy assets were approximately 229 MBoe/d for 2021.

Continued development of Devon legacy assets in the Delaware Basin also increased volumes.

These increases were partially offset by reduced activity across Devon’s remaining legacy assets.

| | | Q | | | | | | | | | | |

| NGL | | | (19 | ) | | | 5 | | | | \- 480 | % |

Production expenses increased primarily due to the Merger closing on January 7, 2021.

Partially offsetting increases to gathering, processing and transportation costs were approximately $60 million of Anadarko volume commitments which expired at the end of 2020.

[removed: Commodity] [added: Commodity] Price [removed: Risk][added: Risk]

The key terms to our oil and gas derivative financial instruments as of December 31, [removed: 2021] [added: 2022] are presented in [Note [removed: 3](#Derivatives)] [added: 3](#derivatives)] in “Item 8.

At December 31, [removed: 2021,] [added: 2022,] a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately [removed: $195] [added: $150] million.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

At December 31, [removed: 2021,] [added: 2022,] we had total debt of [removed: $6.5] [added: $6.4] billion.

[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]

We had no material foreign currency risk at December 31, [removed: 2021.][added: 2022.]

[Index to Financial Statements](#indextofinancialstatements)

On June 4, 2021, we received a [added: separate] 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 [added: each of] these matters.

For more information on our legal contingencies, see [Note 20](#commitments) in “Item 8.

Financial Statements and Supplementary Data” of this report.

On July 22, 2022, we received an updated notice of violation from the EPA relating to the same underlying events.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

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

[removed: (Mark One)][added: (Mark One)]

| [removed: ☒] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December 31, 2021][added: ended December 31, 2022]

| [removed: ☐] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: Commission] [added: Commission] File [removed: Number 001-32318][added: Number 001-32318]

[removed: ][added: ]

[removed: DEVON] [added: DEVON] ENERGY [removed: CORPORATION][added: CORPORATION]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 73-1567067] [added: 73-1567067] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: (I.R.S.] Employer identification [removed: No.)] [added: No.)] |

| [removed: 333] [added: 333] West Sheridan [removed: Avenue, Oklahoma City, Oklahoma] [added: Avenue, Oklahoma City, Oklahoma] | | [removed: 73102-5015] [added: 73102-5015] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip code)] [added: (Zip code)] |

[removed: Registrant’s] [added: Registrant’s] telephone number, including area code: [removed: (405) 235-3611][added: (405) 235-3611]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

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

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

Yes [removed: ☒] [added: ☑] No ☐

Yes ☐ No [removed: ☒][added: ☑]

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2021] [added: 2022] was approximately [removed: $19.6] [added: $35.9] billion, based upon the closing price of [removed: $29.19] [added: $55.11] per share as reported by the New York Stock Exchange on such date.

On February [removed: 2, 2022, 664.2] [added: 1, 2023, 654.0] million shares of common stock were outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of Registrant’s definitive Proxy Statement relating to Registrant’s [removed: 2022] [added: 2023] annual meeting of stockholders have been incorporated by reference in Part III of this Annual Report on Form 10-K.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [removed: [PART I](#PART_I)] [added: [PART I](#part_i)] | | 6 |

| [Item 1B. Unresolved Staff [removed: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#item_1b_unresolved_staff_comments)] | | [removed: 22] [added: 24] |

| [Item 3. Legal [removed: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: Proceedings](#item_3_legal_proceedings)] | | [removed: 22] [added: 24] |

| [Item 4. Mine Safety [removed: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#item_4_mine_safety_disclosures)] | | [removed: 22] [added: 24] |

| [removed: [PART II](#PART_II)] [added: [PART II](#part_ii)] | | [removed: 23] [added: 25] |

| [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM_5)] [added: Securities](#item_5)] | | [removed: 23] [added: 25] |

| [Item 6. [removed: \[Reserved\]](#ITEM_6_SELECTED_FINANCIAL_DATA)] [added: \[Reserved\]](#item_6_selected_financial_data)] | | [removed: 24] [added: 26] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ITEM_7)] [added: Operations](#item_7)] | | [removed: 25] [added: 27] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#ITEM_7A)] [added: Risk](#item_7a)] | | [removed: 43] [added: 46] |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ITEM_8)] [added: Data](#item_8)] | | [removed: 44] [added: 47] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ITEM_9)] [added: Disclosure](#item_9)] | | [removed: 99] [added: 98] |

| [Item 9A. Controls and [removed: Procedures](#ITEM_9A_CONTROLS_PROCEDURE_S)] [added: Procedures](#item_9a_controls_procedure_s)] | | [removed: 99] [added: 98] |

| [Item 9B. Other [removed: Information](#ITEM_9B_OR_INFORMATION)] [added: Information](#item_9b_or_information)] | | [removed: 99] [added: 98] |

[Index to Financial Statements](#indextofinancialstatements)

or

| | | | | |

Yes ☑ No ☐

Yes ☑ No ☐

| | | | | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes ☐ No ☑

| | | | | |

[Index to Financial Statements](#indextofinancialstatements)

DEVON ENERGY CORPORATION

FORM 10-K

| | | |

| | | |

| [Signatures](#signatures_1) | | 108 |

[Index to Financial Statements](#indextofinancialstatements)

"IRA" refers to the Inflation Reduction Act of 2022.

"Matterhorn" refers to Matterhorn Express Pipeline, LLC.

[Index to Financial Statements](#indextofinancialstatements)

"NCI" means noncontrolling interests.

[Index to Financial Statements](#indextofinancialstatements)

governmental interventions in energy markets;

risks related to stockholder activism;

[Index to Financial Statements](#indextofinancialstatements)

PART I

[Index to Financial Statements](#indextofinancialstatements)

We recently established our standalone ESG team of subject matter experts on sustainability and ESG.

The team provides advisory support across Devon to continue making progress in ESG and sustainability.

As a result of our organizational efforts, environmental objectives and targets are considered in capital allocation decisions, corporate and business unit planning and team strategies to integrate sustainability into our business activities.

To support our commitment to improve our environmental footprint, we spent approximately $100 million in 2022 on capital projects that will directly or indirectly result in emissions reduction and anticipate similar spending in 2023.

Devon’s emission reduction strategy includes a range of potential actions including expanding our leak detection and repair program; deploying advanced leak detection technologies; reducing the volume of natural gas that is flared; electrifying facilities to reduce the use of natural gas and diesel consumed onsite; and optimizing facility design to minimize leaks and eliminate common equipment failures.

[Index to Financial Statements](#indextofinancialstatements)

In 2022, Devon implemented additional virtual mental health counseling resources available through talk and text, as well as a digital mental health platform providing mental health assessment and education.

During 2022, Devon revised its paid time off practices and launched an additional four-week Paid Family and Medical Leave Policy for all employees to take care of themselves and their families.

In response to the increase in global inflation affecting employees throughout 2022, Devon suspended collection of employee health care premiums through the end of 2023.

In 2022, Devon awarded 14 DEI grants to diverse community organizations throughout Oklahoma and New Mexico, totaling $125,000.

The DEI grant program plans to expand in 2023 to provide DEI grants across all operating areas of the Company.

[Index to Financial Statements](#indextofinancialstatements)

related policies.

| --- | --- |

or

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

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

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

“ASC” means Accounting Standards Codification.

“ASU” means Accounting Standards Update.

“Canada” means the division of Devon encompassing oil and gas properties located in Canada.

All dollar amounts associated with Canada are in U.S. dollars, unless stated otherwise.

“Federal Funds Rate” means the interest rate at which depository institutions lend balances at the Federal Reserve to other depository institutions overnight.

“LIBOR” means London Interbank Offered Rate.

| | • | risks related to investors attempting to effect change; |

With the Merger and continuous improvement initiatives, we have built a scalable, multi-basin portfolio of U.S. oil assets and continue to aggressively improve our cost structure to further expand margins.

We have realized annualized cost savings by reducing well costs, production expenses, financing costs and G&A costs.

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.

In response to the COVID-19 pandemic, we formally established a COVID-19 team focused on developing and implementing a number of safety measures to help our employees manage their work and personal responsibilities, with a strong focus on employee well-being, health and safety.

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.

In 2021, Devon awarded nine Inclusion and Equity Grants, ranging from $5,000 to $25,000 to nine diverse community organizations throughout Oklahoma City.

This program plans to expand in 2022 to reach additional organizations across more of the Company’s operational areas.

Delaware Basin – The Delaware Basin is our most active program in the portfolio.

Dow will fund approximately 65% of the partnership capital requirements through a remaining drilling carry of approximately $65 million over the next three years.

The Williston Basin

During 2021, we engaged LaRoche Petroleum Consultants, Ltd. to audit approximately 88% of our proved reserves.

| 2019 | | | | | | | | | | | | | | | | |

| Total | | | 55 | | | | 219 | | | | 28 | | | | 119 | |

| Delaware Basin | | $ | 54.01 | | | $ | 0.99 | | | $ | 13.54 | | | $ | 6.43 | |

| Anadarko Basin | | $ | 55.13 | | | $ | 1.97 | | | $ | 15.90 | | | $ | 7.36 | |

| Total | | $ | 54.73 | | | $ | 1.79 | | | $ | 15.21 | | | $ | 7.75 | |

| 2019 | | | 161.7 | | | | 27.2 | | | | 188.9 | |

| Total | | | 10,012 | | | | 3,298 | | | | 3,420 | | | | 1,410 | | | | 13,432 | | | | 4,708 | |

The acreage in the table below does not include any

| Total | | | 1,177 | | | | 665 | | | | 3,102 | | | | 1,281 | | | | 4,279 | | | | 1,946 | |

Oil, Gas and NGL Marketing

| Natural gas (Bcf) | | | 462 | | | | 101 | | | | 110 | | | | 87 | | | | 164 | |

However, we do not expect that any of these laws and regulations will affect our operations materially differently than they would affect other companies with similar operations, size and financial strength.

| | • | well design; |

| | • | well production; |

The

For example, in November 2021, the Pipeline and Hazardous Materials Safety Administration issued a final rule significantly expanding reporting and safety requirements for operators of gas gathering pipelines, including previously unregulated pipelines.

Environmental protection and health and safety compliance are necessary parts of our business that we historically have been able to plan for and comply with without materially altering our operating strategy or incurring significant unreimbursed expenditures.

[removed: PART II][added: PART II]

[Index to Financial Statements](#indextofinancialstatements)

On February [removed: 2, 2022,] [added: 1, 2023,] there were [removed: 11,947] [added: 11,875] holders of record of our common stock.

[removed: Performance Graph][added: Performance Graph]

The following graph compares the cumulative TSR over a five-year period on Devon’s common stock with the cumulative total returns of the S&P 500 [removed: Index] [added: Index, the SPDR Oil] and [added: Gas Exploration & Production ETF ("XOP U.S. Equity") and a] peer [removed: groups] [added: group] of companies to which we compare our performance.

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

[removed: Cimarex Energy Co.] [added: Continental Resources, Inc.] was previously included in the [added: 2021] peer group, but has been excluded as a result of [removed: being acquired as part of the continuing consolidation] [added: going private] in [removed: the industry.][added: 2022.]

The graph was prepared assuming $100 was invested on December 31, [removed: 2016] [added: 2017] in Devon’s common stock, the [removed: peer groups and the] S&P 500 Index, [added: the XOP U.S. Equity Index] and [added: the 2021 peer group, 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: 2021] [added: 2022] (shares in thousands).

| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number of Shares [removed: Purchased (1)] [added: Purchased (1)] | | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased As Part of Publicly Announced Plans or [removed: Programs (2)] [added: Programs (2)] | | | | [removed: Maximum] [added: Maximum] Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs (2)] [added: Programs (2)] | | |

[removed: | | (1) |] In addition to shares purchased under the share repurchase program described below, these amounts also include approximately [removed: 60,000] [added: 3,000] shares received by us from employees for the payment of personal income tax withholding on vesting transactions. [removed: |]

Beginning in 2022, we replaced the peer groups with the XOP U.S. Equity Index due to recent industry consolidation causing consistent year over year changes.

[Index to Financial Statements](#indextofinancialstatements)

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

| October 1 - October 31 | | | 370 | | | $ | 72.48 | | | | 368 | | | $ | 723 | |

| November 1 - November 30 | | | 373 | | | $ | 71.46 | | | | 372 | | | $ | 696 | |

| December 1 - December 31 | | | 62 | | | $ | 68.27 | | | | 62 | | | $ | 692 | |

| Total | | | 805 | | | $ | 71.68 | | | | 802 | | | | | |

(1)

(2)

On November 2, 2021, we announced a $1.0 billion share repurchase program that would expire on December 31, 2022.

On February 15, 2022, we announced the expansion of this program to $1.6 billion, and in May 2022, authorized a further expansion to $2.0 billion and extended the expiration date to May 4, 2023.

In the fourth quarter of 2022, we repurchased 0.8 million common shares for $58 million, or $71.69 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.

In 2021, this peer group was recalibrated to better align with Devon’s go-forward size and operations post Merger and due to consolidation within the industry.

In 2020, the peer group included APA Corporation, Chesapeake Energy Corporation, Continental Resources, Inc., EOG Resources, Inc., Marathon Oil Corporation, Occidental Petroleum Corporation, Ovintiv, Inc. and Pioneer Natural Resources Company.

| 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 | | | | | |

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

| | (2) | On November 2, 2021, we announced a $1.0 billion share repurchase program that will expire on December 31, 2022. On February 15, 2022, we announced the expansion of this program to $1.6 billion. In the fourth quarter of 2021, we repurchased 14 million common shares for $589 million, or $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. |

[Index to Financial Statements](#indextofinancialstatements)

[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

[removed: AND] [added: AND] CONSOLIDATED FINANCIAL STATEMENT [removed: SCHEDULES][added: SCHEDULES]

| [Report of Independent Registered Public Accounting [removed: Firm](#Report_of_Independent_Registered_Public)] [added: Firm](#report_of_independent_registered_public)] | | [removed: 45] [added: 48] |

| [Consolidated Statements of Comprehensive [removed: Earnings](#Comprehensive_Statements)] [added: Earnings](#comprehensive_statements)] | | [removed: 48] [added: 50] |

| [Consolidated Statements of Cash [removed: Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: Flows](#consolidated_statements_cash_flows)] | | [removed: 49] [added: 51] |

| [Consolidated Balance [removed: Sheets](#CONSOLIDATED_BALANCE_SHEETS)] [added: Sheets](#consolidated_balance_sheets)] | | [removed: 50] [added: 52] |

| [Consolidated Statements of [removed: Equity](#CONSOLIDATED_STATEMENTS_OF_STOCKHOLDERS)] [added: Equity](#consolidated_statements_of_stockholders)] | | [removed: 51] [added: 53] |

| [Notes to Consolidated Financial [removed: Statements](#Note)] [added: Statements](#note)] | | [removed: 52] [added: 54] |

| [Note 1 – Summary of Significant Accounting [removed: Policies](#SummaryOfSignificantAccountingPolicies)] [added: Policies](#summaryofsignificantaccountingpolicies)] | | [removed: 52] [added: 54] |

| [Note 2 – Acquisitions and [removed: Divestitures](#Acquisitions_Divestitures)] [added: Divestitures](#acquisitions_divestitures)] | | [removed: 62] [added: 64] |

| [Note 3 – Derivative Financial [removed: Instruments](#Derivatives)] [added: Instruments](#derivatives)] | | [removed: 65] [added: 67] |

| [Note 4 – Share-Based [removed: Compensation](#ShareBasedComp)] [added: Compensation](#sharebasedcomp)] | | [removed: 66] [added: 68] |

| [Note 5 – Asset [removed: Impairments](#AssetImpairments)] [added: Impairments](#assetimpairments)] | | [removed: 68] [added: 70] |

| [Note 6 – Restructuring and Transaction [removed: Costs](#Restructuring)] [added: Costs](#restructuring)] | | [removed: 69] [added: 71] |

| [Note 7 – Other, [removed: Net](#Other_Expenses)] [added: Net](#other_expenses)] | | [removed: 70] [added: 72] |

| [Note 8 – Income [removed: Taxes](#Income_Taxes)] [added: Taxes](#income_taxes)] | | [removed: 70] [added: 72] |

| [Note 9 – Net Earnings (Loss) Per Share From Continuing [removed: Operations](#EPS)] [added: Operations](#eps)] | | [removed: 75] [added: 76] |

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

| [Note 19 – Discontinued [removed: Operations](#Discops)] [added: Operations](#discops)] | | [removed: 89] [added: 88] |

| [Note 20 – Commitments and [removed: Contingencies](#Commitments)] [added: Contingencies](#commitments)] | | [removed: 91] [added: 89] |

| [Note 21 – Fair Value [removed: Measurements](#FairValue)] [added: Measurements](#fairvalue)] | | [removed: 93] [added: 91] |

| [Note 22 – Supplemental Information on Oil and Gas Operations [removed: (Unaudited)](#SupplementalOilAndGas)] [added: (Unaudited)](#supplementaloilandgas)] | | [removed: 94] [added: 92] |

[removed: Report] [added: Report] of Independent [removed: Registered] [added: Registered] Public Accounting [removed: Firm][added: Firm]

[removed: Opinions] [added: *Opinions] on the Consolidated Financial Statements and Internal Control Over Financial [removed: Reporting][added: Reporting*]

We have audited the accompanying consolidated balance sheets of Devon Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: Basis] [added: *Basis] for [removed: Opinions][added: Opinions*]

[removed: Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting*]

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

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

We compared the estimated future [removed: proved and unproved] production quantities used by the Company [added: in the current period] to historical [removed: WPX] production [removed: volumes.][added: trends and investigated differences.]

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

[removed: Estimate] [added: *Estimate] of proved oil and gas reserves used in the depletion of proved oil and gas [removed: properties][added: properties*]

The company recorded depletion expense of [removed: $2.0] [added: $2.1] billion for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: DEVON] [added: DEVON] ENERGY CORPORATION AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF [removed: COMPREHENSIVE EARNINGS][added: COMPREHENSIVE EARNINGS]

| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |

| | | |

February 15, 2023

| Net earnings (loss) | | $ | 6,037 | | | $ | 2,833 | | | $ | (2,671 | ) |

DEVON ENERGY CORPORATION AND SUBSIDIARIES

| Inventory | | | 201 | | | | 114 | |

| Short-term debt | | | 251 | | | | — | |

DEVON ENERGY CORPORATION AND SUBSIDIARIES

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

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

| Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (30 | ) | | | (30 | ) |

| Balance as of December 31, 2022 | | | 653 | | | $ | 65 | | | $ | 6,921 | | | $ | 4,297 | | | $ | (116 | ) | | $ | — | | | $ | 129 | | | $ | 11,296 | |

DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Investments in non-controlled entities over which Devon does not have the ability to exercise significant influence are initially recognized at cost and subsequently adjusted for contributions and distributions.

Devon and an affiliate of QL Capital Partners, LP (“QLCP”) formed CDM, a joint venture in the Delaware Basin.

DEVON ENERGY CORPORATION AND SUBSIDIARIES

interest in the joint venture legal entity, and HEP serves as the operator.

During 2022, Devon made an investment in Matterhorn.

Matterhorn is a joint venture entity and was formed for the purpose of constructing a natural gas pipeline that will transport natural gas from the Permian Basin to the Katy, Texas area.

Devon’s investment in Matterhorn does not give it the ability to exercise significant influence over Matterhorn.

Devon has other investments largely focused on midstream, new technologies and energy transition initiatives.

Devon does not have the ability to exercise significant influence over these investments.

The following table presents Devon's investments that are shown on the consolidated balance sheet.

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

| Investments | | % Interest | | December 31, 2022 | | | | December 31, 2021 | | |

| Matterhorn | | 12.5% | | | 54 | | | | — | |

| | | | | | | | | |

Actual amounts

DEVON ENERGY CORPORATION AND SUBSIDIARIES

the fair value of contingent earnout payments, and

In this scenario, revenue is recognized when

DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

For the year ended December 31, 2022, sales to one customer accounted for approximately 15% of Devon's sales revenue.

DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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.

There was a high degree of subjective auditor judgment in evaluating the key assumptions used to estimate the discounted future cash flows of the proved and unproved oil and gas 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 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.

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 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.

We assessed compliance of the methodology used by the Company’s internal reservoir engineers to estimate proved and unproved oil and gas reserves with industry and regulatory standards.

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

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

We tested the relevant market differentials that were applied to the forecasted commodity price assumptions based on past results.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

| | • | Evaluating the discount rate by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities. |

| | • | Evaluating the forecasted commodity price assumptions by comparing to an independently developed range of forward price estimates from analysts and other industry sources. |

| | • | Evaluating the risk adjustment factors associated with the proved and unproved reserves selected by the Company, by comparing to the guideline factors ranges by reserve class in published industry surveys. |

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

February 16, 2022

| Release of Canadian cumulative translation adjustment, discontinued operations | | | — | | | | — | | | | (1,237 | ) |

| | | (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2018 | | | 450 | | | $ | 45 | | | $ | 4,486 | | | $ | 3,650 | | | $ | 1,027 | | | $ | (22 | ) | | $ | — | | | $ | 9,186 | |

| Effect of adoption of lease accounting | | | — | | | | — | | | | — | | | | (7 | ) | | | — | | | | — | | | | — | | | | (7 | ) |

| Net earnings (loss) | | | — | | | | — | | | | — | | | | (355 | ) | | | — | | | | — | | | | 2 | | | | (353 | ) |

| --- | --- |

As further discussed in [Note 19](#Discops), Devon sold its Barnett Shale assets on October 1, 2020 and sold its Canadian operations on June 27, 2019.

Prior to December 31, 2020, activity relating to Devon’s Barnett Shale assets and Canadian operations are classified as discontinued operations within Devon’s consolidated statements of comprehensive earnings and consolidated statements of cash flows.

Devon entered into an agreement in 2019 to form CDM, a partnership in the Delaware Basin, with an affiliate of QL Capital Partners, LP (“QLCP”).

During 2019, QLCP contributions to CDM were approximately $116 million, primarily associated with the CDM formation.

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

Alternatively, production is delivered to

Sales to those two customers accounted for approximately 19% and 12%, respectively, of Devon’s sales revenue in 2021, and approximately 13% and 10%, respectively of Devon’s sales revenue in 2020.

During 2019, no purchaser accounted for more than 10% of Devon’s revenue.

Devon periodically enters into interest rate swaps to manage its exposure to interest rate volatility.

Additionally, because the trading price of Devon’s common stock decreased 73% during the first quarter of 2020 in response to the COVID-19 pandemic, Devon performed a goodwill impairment test as of March 31, 2020.

Devon concluded an impairment was not required as of March 31, 2020.

Foreign Currency Translation Adjustments

The U.S. dollar is the functional currency for Devon’s consolidated operations.

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

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: 2021] [added: 2022] 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.

[removed: Management’s] [added: Management’s] Annual Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Based on this evaluation under the 2013 COSO Framework, which was completed on February [removed: 16, 2022,] [added: 15, 2023,] management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] as stated in their report, which is included under “Item 8.

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

There was no change in our internal control over financial reporting during the fourth quarter of [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

PART IV

PART IV

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

| [removed: Exhibit No.] [added: Exhibit No.] | | [removed: Description] [added: Description] |

| 2.1 | | [removed: Agreement of] Purchase and [removed: Sale,] [added: Sale Agreement,] dated [removed: as of May 28,] [added: December 17,] 2019, [removed: among Devon Canada Corporation,] [added: by and between] Devon [removed: Canada Crude Marketing Corporation] [added: Energy Production Company, L.P.] and [removed: Canadian Natural Resources Limited] [added: BKV Barnett, LLC] ([incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed [removed: May 31,] [added: December 18,] 2019; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312519162861/d754489dex21.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312519317560/d842688dex21.htm)).*] |

| 2.2 | | [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](https://www.sec.gov/Archives/edgar/data/1090012/000156459020016686/dvn-ex21_7.htm)).] |

| [removed: 2.4] [added: 2.3] | | Agreement and Plan of Merger, dated September 26, 2020, by and among Registrant, East Merger Sub, Inc., and WPX Energy, Inc. ([incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K, filed September 28, 2020; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex21.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex21.htm)).] |

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

| 3.2 | | Registrant’s Bylaws ([incorporated by reference to Exhibit 3.1 of Registrant’s Form [removed: 8-K] [added: 10-Q] filed [removed: January 27, 2016;] [added: November 2, 2022;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312516439838/d66884dex31.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017022021074/dvn-ex3_1.htm)).] |

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

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

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

| 4.4 | | Supplemental Indenture No. 4, dated as of June 16, 2015, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.000% Senior Notes due 2045 ([incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed June 16, 2015; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515224683/d943351dex41.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312515224683/d943351dex41.htm)).] |

| 4.5 | | Supplemental Indenture No. 5, dated as of December 15, 2015, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.850% Senior Notes due 2025 ([incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed December 15, 2015; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312515403754/d105477dex41.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312515403754/d105477dex41.htm)).] |

| 4.6 | | Supplemental Indenture No. 6, dated as of June 9, 2021, between Registrant and UMB Bank, National Association, as Trustee, relating to the 8.250% Senior Notes due 2023 and the 5.250% Senior Notes due 2024 ([incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K filed June 9, 2021; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex42.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex42.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. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex43.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex43.htm)).] |

| 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. [removed: 000-30176](http://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-1.txt)).] [added: 000-30176](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-1.txt)).] |

| 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. [removed: 000-30176](http://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-2.txt)).] [added: 000-30176](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-2.txt)).] |

| 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. [removed: 000-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312518092146/d551370dex41.htm)).] [added: 000-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312518092146/d551370dex41.htm)).] |

| 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. [removed: 333-68694](http://www.sec.gov/Archives/edgar/data/1090012/000095013401507773/d90138a2ex4-7.txt)).] [added: 333-68694](https://www.sec.gov/Archives/edgar/data/1090012/000095013401507773/d90138a2ex4-7.txt)).] |

| 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. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex41_662.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex41_662.htm)).] |

| 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. [removed: 001-08094](http://www.sec.gov/Archives/edgar/data/320321/0000320321-98-000034.txt)).] [added: 001-08094](https://www.sec.gov/Archives/edgar/data/320321/0000320321-98-000034.txt)).] |

| 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. [removed: 001-08094](http://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)).] [added: 001-08094](https://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)).] |

| 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 [removed: ([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)).] |

| 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. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w27.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w27.htm)).] |

| 4.17 | | Indenture, dated as of September 8, 2014, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed September 8, 2014; File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex41.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex41.htm)).] |

| 4.18 | | First Supplemental Indenture, dated as of September 8, 2014, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.25% Senior Notes due 2024 ([incorporated herein by reference to Exhibit 4.2 to WPX Energy, Inc.’s Form 8-K filed September 8, 2014; File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex42.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex42.htm)).] |

| 4.19 | | Second Supplemental Indenture, dated as of July 22, 2015, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 8.25% Senior Notes due 2023 ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed July 22, 2015; File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000119312515260038/d75304dex41.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312515260038/d75304dex41.htm)).] |

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

| 4.21 | | Fifth Supplemental Indenture, dated as of January 10, 2020, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 4.500% Senior Notes due 2030 ([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](https://www.sec.gov/Archives/edgar/data/1518832/000110465920003062/tm201152d5_ex4-1.htm)).] |

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

| 4.23 | | Supplemental Indenture No. 7, dated as of June 9, 2021, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 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 and the 4.500% Senior Notes due 2030 ([incorporated by reference to Exhibit 4.5 to Registrant’s Form 8-K filed June 9, 2021; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex45.htm)).] [added: 001-32318](https://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/1090012/000156459022005321/dvn-ex424_481.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex4_24.htm)] |

| 10.1 | | Credit Agreement, dated as of October 5, 2018, among Registrant, as U.S. Borrower, Devon Canada Corporation, as Canadian Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and each Lender and L/C Issuer from time to time party thereto ([incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed October 9, 2018; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312518296030/d616755dex101.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312518296030/d616755dex101.htm)).] |

| 10.2 | | First Amendment to Credit Agreement and Extension Agreement, dated as of December 13, 2019, by and among Registrant, as U.S. Borrower, Devon Canada Corporation, as Canadian Borrower, Bank of America, N.A., individually and as Administrative Agent, and the Lenders party thereto ([incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-K filed February 19, 2020; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459020005182/EX10_2.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459020005182/EX10_2.htm)).] |

| [removed: 10.3] [added: 10.4] | | Devon Energy Corporation 2017 Long-Term Incentive Plan ([incorporated by reference to Exhibit 99.1 to Registrant’s Form S-8 filed June 7, 2017; File No. [removed: 333-218561](http://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)).] [added: 333-218561](https://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)).] |

| [removed: 10.4] [added: 10.5] | | 2021 Amendment (effective as of January 7, 2021) to the Devon Energy Corporation 2017 Long-Term Incentive Plan ([incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed February 17, 2021; File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex107_609.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex107_609.htm)).] |

| [removed: 10.5] [added: 10.6] | | 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 on February 19, 2018; File No. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d1.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d1.htm)).] |

| [removed: 10.6] [added: 10.7] | | 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. [removed: 001-35322](http://www.sec.gov/Archives/edgar/data/1518832/000104746918002302/a2234867zdef14a.htm#AA)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000104746918002302/a2234867zdef14a.htm)).] |

| [removed: 10.7] [added: 10.8] | | [removed: [Amendment] [added: Amendment] No. 4 to the WPX Energy, Inc. 2013 Incentive Plan and Global Amendment to Restricted Stock Unit Agreements effective December 1, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex107_479.htm).] [added: 2021 ([incorporated by reference to Exhibit 10.7 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex107_479.htm)).] |

| [removed: 10.8] [added: 10.26] | | Devon Energy Corporation [removed: Annual] Incentive [removed: Compensation] [added: Savings] Plan (amended and restated effective as of January 1, [removed: 2017)] [added: 2022)] ([incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.26 of] Registrant’s Form [removed: 8-K] [added: 10-K] filed [removed: June 12, 2017;] [added: February 16, 2022;] File No. [removed: 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000119312517201470/d391476dex101.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1026_477.htm)).] |

| 10.9 | | [removed: [Devon] [added: Devon] Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective as of January 1, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex109_480.htm)).] [added: 2021) ([incorporated by reference to Exhibit 10.9 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex109_480.htm)).] |

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

| 10.27 | | [Amendment 2022-1, effective July 21, 2022, to the Devon Energy Corporation Incentive Savings Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_27.htm) |

| 10.28 | | [Amendment 2022-2, effective September 28, 2022, to the Devon Energy Corporation Incentive Savings Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_28.htm) |

| | | |

| | | |

| 2.3 | | First Amendment to Purchase and Sale Agreement, dated April 13, 2020, by and between Devon Energy Production Company, L.P., BKV Barnett, 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 Current Report on Form 8-K filed April 14, 2020; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459020016686/dvn-ex21_7.htm)). |

| 10.34 | | 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)). |

| 10.35 | | Severance Agreement, dated March 2, 2010, between Registrant and Tana K. Cashion ([incorporated by reference to Exhibit 10.56 to the Company’s Form 10-K filed February 17, 2021; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1056_660.htm)). |

| 10.54 | | 2021 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2017 Long-Term Incentive Plan between the Company and all non-management directors for restricted stock awarded ([incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed August 4, 2021; File No. 001-32318](http://www.sec.gov/Archives/edgar/data/1090012/000156459021040600/dvn-ex101_235.htm)). |

| 10.63 | | 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)). |

| 10.64 | | 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)). |

| 10.65 | | 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)). |

| --- | --- |

| | | [removed: Executive] [added: *Executive] Vice President and Chief Financial [removed: Officer] [added: Officer*] |

| /s/ RICHARD E. MUNCRIEF | | President, Chief Executive Officer and | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ JEFFREY L. RITENOUR | | Executive Vice President | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ JEREMY D. HUMPHERS | | Senior Vice President | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ BARBARA M. BAUMANN | | [added: Chair and] Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ JOHN E. BETHANCOURT | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ ANN G. FOX | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ KELT KINDICK | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ JOHN KRENICKI JR. | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ KARL F. KURZ | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ ROBERT A. MOSBACHER, JR. | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ DUANE C. RADTKE | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| /s/ VALERIE M. WILLIAMS | | Director | February [removed: 16, 2022] [added: 15, 2023] |

| | | |

February 15, 2023

| /s/ GENNIFER F. KELLY | | Director | February 15, 2023 |

| Gennifer F. Kelly | | | |

| /s/ MICHAEL N. MEARS | | Director | February 15, 2023 |

| Michael N. Mears | | | |

February 16, 2022

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

| David A. Hager | | | |

Not applicable.

[Index to Financial Statements](#IndexToFinancialStatements)

PART III