Devon Energy 10-Q 2022-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-32318

DEVON ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		73-1567067
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer identification No.)
333 West Sheridan Avenue**,** Oklahoma City**,** Oklahoma		73102-5015
(Address of principal executive offices)		(Zip code)

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

Former name, address and former fiscal year, if changed from last report: Not applicable

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	DVN	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☑	Accelerated filer		☐	Non-accelerated filer		☐
Smaller reporting company		☐	Emerging growth company		☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

On October 19, 2022, 653.7 million shares of common stock were outstanding.

DEVON ENERGY CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I. Financial Information
Item 1.		Financial Statements	6
		Consolidated Statements of Comprehensive Earnings	6
		Consolidated Statements of Cash Flows	7
		Consolidated Balance Sheets	8
		Consolidated Statements of Equity	9
		Notes to Consolidated Financial Statements	10
		Note 1 – Summary of Significant Accounting Policies	10
		Note 2 – Acquisitions and Divestitures	11
		Note 3 – Derivative Financial Instruments	12
		Note 4 – Share-Based Compensation	13
		Note 5 – Restructuring and Transaction Costs	15
		Note 6 – Other, Net	15
		Note 7 – Income Taxes	16
		Note 8 – Net Earnings Per Share	16
		Note 9 – Other Comprehensive Earnings (Loss)	17
		Note 10 – Supplemental Information to Statements of Cash Flows	17
		Note 11 – Accounts Receivable	17
		Note 12 – Property, Plant and Equipment	18
		Note 13 – Debt and Related Expenses	18
		Note 14 – Leases	19
		Note 15 – Asset Retirement Obligations	19
		Note 16 – Stockholders’ Equity	20
		Note 17 – Commitments and Contingencies	20
		Note 18 – Fair Value Measurements	22
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
		Executive Overview	23
		Results of Operations	25
		Capital Resources, Uses and Liquidity	33
		Critical Accounting Estimates	36
		Non-GAAP Measures	36
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.		Controls and Procedures	39
Part II. Other Information
Item 1.		Legal Proceedings	40
Item 1A.		Risk Factors	40
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.		Defaults Upon Senior Securities	40
Item 4.		Mine Safety Disclosures	40
Item 5.		Other Information	40
Item 6.		Exhibits	42
Signatures			43

DEFINI****TIONS

Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” “Devon,” the “Company” and “Registrant” refer to Devon Energy Corporation and its consolidated subsidiaries. All monetary values, other than per unit and per share amounts, are stated in millions of U.S. dollars unless otherwise specified. In addition, the following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10-Q:

"2017 Plan" means the Devon Energy Corporation 2017 Long-Term Incentive Plan.

"2022 Plan" means the Devon Energy Corporation 2022 Long-Term Incentive Plan.

“Bbl” or “Bbls” means barrel or barrels.

“Boe” means barrel of oil equivalent. Gas proved reserves and production are converted to Boe, at the pressure and temperature base standard of each respective state in which the gas is produced, at the rate of six Mcf of gas per Bbl of oil, based upon the approximate relative energy content of gas and oil. NGL proved reserves and production are converted to Boe on a one-to-one basis with oil.

“Btu” means British thermal units, a measure of heating value.

“Canada” means the division of Devon encompassing oil and gas properties located in Canada. On June 27, 2019, all of Devon’s Canadian operating assets and operations were divested. All dollar amounts associated with Canada are in U.S. dollars, unless stated otherwise.

“Catalyst” means Catalyst Midstream Partners, LLC.

“CDM” means Cotton Draw Midstream, L.L.C.

“DD&A” means depreciation, depletion and amortization expenses.

“ESG” means environmental, social and governance.

“G&A” means general and administrative expenses.

“GAAP” means U.S. generally accepted accounting principles.

“Inside FERC” refers to the publication Inside FERC’s Gas Market Report.

“LOE” means lease operating expenses.

“MBbls” means thousand barrels.

“MBoe” means thousand Boe.

“Mcf” means thousand cubic feet.

“Merger” means the merger of Merger Sub with and into WPX, with WPX continuing as the surviving corporation and a wholly-owned subsidiary of the Company, pursuant to the terms of the Merger Agreement.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated September 26, 2020, by and among the Company, Merger Sub and WPX.

“Merger Sub” means East Merger Sub, Inc., a wholly-owned subsidiary of the Company.

“MMBoe” means million Boe.

“MMBtu” means million Btu.

“MMcf” means million cubic feet.

“N/M” means not meaningful.

"NCI" means noncontrolling interests.

“NGL” or “NGLs” means natural gas liquids.

“NYMEX” means New York Mercantile Exchange.

“OPEC” means Organization of the Petroleum Exporting Countries.

“SEC” means United States Securities and Exchange Commission.

“Senior Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of October 5, 2018.

“TSR” means total shareholder return.

“U.S.” means United States of America.

“VIE” means variable interest entity.

“WPX” means WPX Energy, Inc.

“WTI” means West Texas Intermediate.

“/Bbl” means per barrel.

“/d” means per day.

“/MMBtu” means per MMBtu.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” as defined by the SEC. Such statements include those concerning strategic plans, our expectations and objectives for future operations, as well as other future events or conditions, and are often identified by use of the words and phrases “expects,” “believes,” “will,” “would,” “could,” “continue,” “may,” “aims,” “likely to be,” “intends,” “forecasts,” “projections,” “estimates,” “plans,” “expectations,” “targets,” “opportunities,” “potential,” “anticipates,” “outlook” and other similar terminology. All statements, other than statements of historical facts, included in this report that address activities, events or developments that Devon expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially and adversely from our expectations due to a number of factors, including, but not limited to:

the volatility of oil, gas and NGL prices;

risks relating to the COVID-19 pandemic or other future pandemics;

uncertainties inherent in estimating oil, gas and NGL reserves;

the extent to which we are successful in acquiring and discovering additional reserves;

regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to environmental matters;

risks related to regulatory, social and market efforts to address climate change;

the uncertainties, costs and risks involved in our operations, including as a result of employee misconduct;

risks related to our hedging activities;

counterparty credit risks;

risks relating to our indebtedness;

cyberattack risks;

our limited control over third parties who operate some of our oil and gas properties;

midstream capacity constraints and potential interruptions in production;

the extent to which insurance covers any losses we may experience;

competition for assets, materials, people and capital;

risks related to investors attempting to effect change;

our ability to successfully complete mergers, acquisitions and divestitures;

our ability to pay dividends and make share repurchases; and

any of the other risks and uncertainties discussed in this report, our 2021 Annual Report on Form 10-K and our other filings with the SEC.

All subsequent written and oral forward-looking statements attributable to Devon, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. We assume no duty to update or revise our forward-looking statements based on new information, future events or otherwise.

Part I. Financial Information

DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
		(Unaudited)
Oil, gas and NGL sales		$	3,668			$	2,635			$	10,943			$	6,546
Oil, gas and NGL derivatives			248				(335	)			(605	)			(1,566	)
Marketing and midstream revenues			1,516				1,166				4,532				2,953
Total revenues			5,432				3,466				14,870				7,933
Production expenses			735				555				2,082				1,526
Exploration expenses			4				3				16				9
Marketing and midstream expenses			1,525				1,165				4,549				2,972
Depreciation, depletion and amortization			581				578				1,598				1,581
Asset dispositions			—				—				(15	)			(119	)
General and administrative expenses			95				95				273				296
Financing costs, net			67				86				236				243
Restructuring and transaction costs			—				18				—				230
Other, net			(40	)			2				(91	)			(41	)
Total expenses			2,967				2,502				8,648				6,697
Earnings before income taxes			2,465				964				6,222				1,236
Income tax expense (benefit)			565				120				1,389				(85	)
Net earnings			1,900				844				4,833				1,321
Net earnings attributable to noncontrolling interests			7				6				19				14
Net earnings attributable to Devon		$	1,893			$	838			$	4,814			$	1,307
Net earnings per share:
Basic net earnings per share:		$	2.89			$	1.24			$	7.30			$	1.95
Diluted net earnings per share:		$	2.88			$	1.24			$	7.28			$	1.95
Comprehensive earnings:
Net earnings		$	1,900			$	844			$	4,833			$	1,321
Other comprehensive earnings, net of tax:
Pension and postretirement plans			1				1				3				27
Other comprehensive earnings, net of tax			1				1				3				27
Comprehensive earnings:			1,901				845				4,836				1,348
Comprehensive earnings attributable to noncontrolling interests			7				6				19				14
Comprehensive earnings attributable to Devon		$	1,894			$	839			$	4,817			$	1,334

See accompanying notes to consolidated financial statements

DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEM****ENTS OF CASH FLOWS

			Three Months Ended September 30,								Nine Months Ended September 30,
			2022				2021				2022				2021
			(Unaudited)
Cash flows from operating activities:
Net earnings			$	1,900			$	844			$	4,833			$	1,321
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation, depletion and amortization				581				578				1,598				1,581
Leasehold impairments				2				1				10				3
Amortization of liabilities				(8	)			(7	)			(23	)			(21	)
Total (gains) losses on commodity derivatives				(248	)			335				605				1,566
Cash settlements on commodity derivatives				(363	)			(370	)			(1,179	)			(969	)
Gains on asset dispositions				—				—				(15	)			(119	)
Deferred income tax expense (benefit)				445				119				914				(100	)
Share-based compensation				22				19				65				80
Early retirement of debt				—				—				—				(30	)
Other				8				11				(9	)			13
Changes in assets and liabilities, net				(235	)			68				(180	)			(42	)
Net cash from operating activities				2,104				1,598				6,619				3,283
Cash flows from investing activities:
Capital expenditures				(628	)			(474	)			(1,738	)			(1,477	)
Acquisitions of property and equipment				(2,465	)			(10	)			(2,566	)			(15	)
Divestitures of property and equipment				4				1				39				65
WPX acquired cash				—				—				—				344
Distributions from investments				7				9				30				27
Contributions to investments				(16	)			—				(59	)			—
Net cash from investing activities				(3,098	)			(474	)			(4,294	)			(1,056	)
Cash flows from financing activities:
Repayments of long-term debt				—				—				—				(1,243	)
Early retirement of debt				—				—				—				(59	)
Repurchases of common stock				(126	)			—				(661	)			—
Dividends paid on common stock				(1,007	)			(329	)			(2,504	)			(761	)
Contributions from noncontrolling interests				—				1				—				4
Distributions to noncontrolling interests				(9	)			(6	)			(22	)			(15	)
Acquisition of noncontrolling interests				—				—				—				(24	)
Shares exchanged for tax withholdings and other				(1	)			(3	)			(86	)			(45	)
Net cash from financing activities				(1,143	)			(337	)			(3,273	)			(2,143	)
Effect of exchange rate changes on cash				(10	)			(5	)			(13	)			—
Net change in cash, cash equivalents and restricted cash				(2,147	)			782				(961	)			84
Cash, cash equivalents and restricted cash at beginning of period				3,457				1,539				2,271				2,237
Cash, cash equivalents and restricted cash at end of period			$	1,310			$	2,321			$	1,310			$	2,321
Reconciliation of cash, cash equivalents and restricted cash:

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The following discussion and analysis addresses material changes in our results of operations for the three-month and nine-month periods ended September 30, 2022 compared to previous periods, and in our financial condition and liquidity since December 31, 2021. For information regarding our critical accounting policies and estimates, see our 2021 Annual Report on Form 10-K under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Executive Over****view

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 accelerated our transition to a cash-return business model, including the implementation of a fixed plus variable dividend strategy. 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. And, our diverse portfolio balances exposure to oil and natural gas prices with access to premium markets to improve realized pricing.

We remain focused on building economic value by executing on our strategic priorities of moderating production growth, emphasizing capital and operational efficiencies, optimizing reinvestment rates to maximize free cash flow, maintaining low leverage, delivering cash returns to our shareholders and pursuing ESG excellence. Our recent performance highlights for these priorities include the following items:

Third quarter oil production totaled 294 MBbls/d, exceeding our plan by 1%.

As of September 30, 2022, completed approximately 63% of our authorized $2.0 billion share repurchase program, with approximately 25 million of our common shares repurchased for approximately $1.3 billion, or $50.23 per share, since inception of the plan.

Exited the third quarter with $4.3 billion of liquidity, including $1.3 billion of cash, with no debt maturities until the third quarter of 2023.

Generated $2.1 billion of operating cash flow in the third quarter of 2022 and $6.6 billion in the first nine months of 2022.

Including variable dividends, paid dividends of approximately $2.5 billion in the first nine months of 2022 and have declared $880 million of dividends to be paid in the fourth quarter of 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 backwardation in commodity prices, supply chain constraints and the economic uncertainty arising from recent geopolitical events.

Commodity prices strengthened throughout 2021 and oil prices have continued to remain high in the first nine months of 2022, which has significantly improved our earnings and cash flow generation. The increase in commodity prices during 2021 was primarily driven by increased demand resulting from the initial recovery from the COVID-19 pandemic. The military conflict between Russia and Ukraine and related economic sanctions imposed on Russia, as well as OPEC+ restraining production growth, have further exacerbated supply shortages, causing oil prices to increase even more during the first nine months of 2022.

Trends of our quarterly earnings, operating cash flow, EBITDAX and capital expenditures are shown below. “Core earnings” and “EBITDAX” are financial measures not prepared in accordance with GAAP. For a description of these measures, including reconciliations to the comparable GAAP measures, see “Non-GAAP Measures” in this Item 2.

Our earnings remained relatively flat from the second quarter of 2022 to the third quarter of 2022. Lower oil prices were offset by an increase in gas prices and improvements to the valuation of our commodity hedge positions.

Our net earnings in recent quarters have been significantly impacted by non-cash adjustments to the value of our commodity hedges. Net earnings in the fourth quarter of 2021, second quarter of 2022 and third quarter of 2022 each included a hedge valuation gain, net of tax of $0.4 billion, $0.2 billion and $0.5 billion, respectively. Net earnings in the first quarter of 2022 included a hedge valuation loss, net of tax of $0.3 billion. Excluding these amounts, our core earnings have consistently risen over recent quarters, but decreased in the third quarter of 2022 due to a drop in crude oil prices and continue to trend upward while remaining sensitive to volatile commodity prices.

Like earnings, our operating cash flow is sensitive to volatile commodity prices. 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 exited the third quarter of 2022 with $4.3 billion of liquidity, comprised of $1.3 billion of cash and $3.0 billion of available credit under our Senior Credit Facility. We currently have $6.5 billion of debt outstanding with no maturities until August 2023. We currently have approximately 30% of both our anticipated remaining 2022 oil and gas production hedged and approximately 25% and 15% of our anticipated 2023 oil and gas production hedged, respectively. These contracts consist of collars and swaps based off the WTI oil benchmark and the Henry Hub and NYMEX last day natural gas indices. Additionally, we have entered into regional basis swaps in an effort to protect price realizations across our portfolio.

As commodity prices and our operating performance strengthen and bolster our financial condition, we have authorized opportunistic repurchases of up to $2.0 billion of our common shares with an expiration date of May 4, 2023. We repurchased approximately 1.9 million shares in the third quarter of 2022 for approximately $113 million, or $59.99 per share. As of September 30, 2022, we have repurchased approximately 25 million shares for approximately $1.3 billion, or $50.23 per share, since the inception of the program. Additionally, we continue funding our fixed plus variable dividends, which totaled $2.5 billion in the first nine months of 2022. We recently declared a dividend payable in the fourth quarter of 2022 for $880 million and increased our fixed dividend by 13% beginning in the third quarter of 2022.

Res****ults of Operations

The following graphs, discussion and analysis are intended to provide an understanding of our results of operations and current financial condition. To facilitate the review, these numbers are being presented before consideration of noncontrolling interests.

Q3 2022 vs. Q2 2022

Our third quarter and second quarter net earnings were each $1.9 billion. The graph below shows the change in net earnings from the second quarter of 2022 to the third quarter of 2022. The material changes are further discussed by category on the following pages.

Production Volumes

		Q3 2022				% of Total				Q2 2022				Change
Oil (MBbls/d)
Delaware Basin			210				71	%			222				-6	%
Anadarko Bas

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Commodity Price Risk

As of September 30, 2022, we have commodity derivatives that pertain to a portion of our estimated production for the last three months of 2022, as well as for 2023 and 2024. The key terms to our open oil, gas and NGL derivative financial instruments are presented in Note 3 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

The fair values of our commodity derivatives are largely determined by the forward curves of the relevant price indices. At September 30, 2022, a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately $185 million.

Interest Rate Risk

As of September 30, 2022, we had total debt of $6.5 billion. All of our debt is based on fixed interest rates averaging 5.8%.

Foreign Currency Risk

We had no material foreign currency risk at September 30, 2022.

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to Devon, including its consolidated subsidiaries, is made known to the officers who certify Devon’s financial reports and to other members of senior management and the Board of Directors.

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 September 30, 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

We are involved in various legal proceedings incidental to our business. However, to our knowledge as of the date of this report and subject to the environmental matters noted in Part I, Item 3. Legal Proceedings of our 2021 Annual Report on Form 10-K, there were no material pending legal proceedings to which we are a party or to which any of our property is subject.

As previously disclosed, WPX Energy, Inc., a wholly-owned subsidiary of the Company, received a notice of violation on April 7, 2020 from the EPA relating to specific historical air emission events occurring on the Fort Berthold Indian Reservation in North Dakota. On July 22, 2022, we received an updated notice of violation from the EPA relating to the same underlying events. The Company has been engaging with the EPA to resolve this matter. Although this matter is ongoing and management cannot predict its ultimate outcome, the resolution of this matter may result in a fine or penalty in excess of $0.3 million.

Please see our 2021 Annual Report on Form 10-K and other SEC filings for additional information.

There have been no material changes to the information included in Item 1A. “Risk Factors” in our 2021 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equi****ty Securities and Use of Proceeds

The following table provides information regarding purchases of our common stock that were made by us during the third quarter of 2022 (shares in thousands).

Period		Total Number of Shares Purchased (1)				Average Price Paid per Share				Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2)				Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1 - July 31			932			$	52.51				921			$	814
August 1 - August 31			583			$	66.46				575			$	776
September 1 - September 30			388			$	68.13				379			$	750
Total			1,903			$	59.97				1,875

(1)

In addition to shares purchased under the share repurchase program described below, these amounts also include approximately 28 thousand shares received by us from employees for the payment of personal income tax withholdings on vesting transactions.

(2)

On November 2, 2021, we announced a $1.0 billion share repurchase program with an expiration date of December 31, 2022. In February 2022, we announced the expansion of this program to $1.6 billion, and in May 2022, we announced a further expansion to $2.0 billion and extended the expiration date to May 4, 2023. In the third quarter of 2022, we repurchased 1.9 million common shares for $113 million, or $59.99 per share, under this share repurchase program. For additional information, see Note 16 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Item 3. Defaults Upo****n Senior Securities

Not applicable.

Item 4. Mine Saf****ety Disclosures

Not applicable.

On October, 28, 2022, the Board of Directors (the "Board") of the Registrant amended and restated the Registrant's bylaws (as amended and restated, the "Bylaws"), effective as of October 28, 2022. The Bylaws include revisions that, among other things, (1) clarify or update provisions relating to stockholder meetings, including the applicable voting standard, who may call a special meeting of stockholders, and adjournments; (2) add provisions relating to the universal proxy card rule adopted by the SEC for meetings of stockholders at which directors are to be elected; (3) conform provisions concerning the list of stockholders to recent changes in Delaware law; (4) clarify the manner in which the Registrant may give notice to stockholders and add provisions relating to the effect of attempted delivery by the Registrant of notices to stockholders; and (5) revise the description of the officer positions identified in the Bylaws.

The foregoing description of the Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the Bylaws, a copy of which is attached as Exhibit 3.1 to this report and which is incorporated by reference herein.

Exhibit Number		Description
3.1	Registrant's Bylaws.
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNAT****URES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				DEVON ENERGY CORPORATION
Date: November 2, 2022				/s/ Jeremy D. Humphers
				Jeremy D. Humphers
				Senior Vice President and Chief Accounting Officer