Devon Energy 10-Q 2023-09-30

Filed 2023-11-08. 8 sections, 151K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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, 2023

or

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

Commission File Number 001-32318

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DEVON ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware73-1567067
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer identification No.)
333 West Sheridan Avenue**,** Oklahoma City**,** Oklahoma73102-5015
(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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.10 per shareDVNThe 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 25, 2023, 640.7 million shares of common stock were outstanding.

DEVON ENERGY CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I. Financial Information
Item 1.Financial Statements6
Consolidated Statements of Comprehensive Earnings6
Consolidated Balance Sheets7
Consolidated Statements of Cash Flows8
Consolidated Statements of Equity9
Notes to Consolidated Financial Statements10
Note 1 – Summary of Significant Accounting Policies10
Note 2 – Acquisitions and Divestitures11
Note 3 – Derivative Financial Instruments11
Note 4 – Share-Based Compensation13
Note 5 – Restructuring14
Note 6 – Other, Net15
Note 7 – Income Taxes15
Note 8 – Net Earnings Per Share16
Note 9 – Other Comprehensive Earnings (Loss)16
Note 10 – Supplemental Information to Statements of Cash Flows16
Note 11 – Accounts Receivable17
Note 12 – Property, Plant and Equipment17
Note 13 – Debt and Related Expenses17
Note 14 – Leases18
Note 15 – Asset Retirement Obligations19
Note 16 – Stockholders’ Equity19
Note 17 – Commitments and Contingencies20
Note 18 – Fair Value Measurements21
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Executive Overview23
Results of Operations24
Capital Resources, Uses and Liquidity31
Critical Accounting Estimates35
Non-GAAP Measures35
Item 3.Quantitative and Qualitative Disclosures About Market Risk37
Item 4.Controls and Procedures37
Part II. Other Information
Item 1.Legal Proceedings38
Item 1A.Risk Factors38
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds38
Item 3.Defaults Upon Senior Securities38
Item 4.Mine Safety Disclosures38
Item 5.Other Information38
Item 6.Exhibits39
Signatures40

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:

“AFSI” means adjusted financial statement income.

“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.

“CAMT” means corporate alternative minimum tax.

“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.

“IRA” refers to the Inflation Reduction Act of 2022.

“LOE” means lease operating expenses.

“Matterhorn” refers to Matterhorn Express Pipeline, LLC and, as applicable, its direct parent, MXP Parent, LLC.

“MBbls” means thousand barrels.

“MBoe” means thousand Boe.

“Mcf” means thousand cubic feet.

“Merger” means the merger of East Merger Sub, Inc., a wholly-owned subsidiary of the Company (“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 that certain Agreement and Plan of Merger, dated September 26, 2020, by and among the Company, Merger Sub and WPX.

“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.

“SEC” means United States Securities and Exchange Commission.

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

“2023 Senior Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of March 24, 2023.

“TSR” means total shareholder return.

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

“VIE” means variable interest entity.

“Water JV” means NDB Midstream L.L.C.

“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;

uncertainties inherent in estimating oil, gas and NGL reserves;

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

the uncertainties, costs and risks involved in our operations;

risks related to our hedging activities;

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

midstream capacity constraints and potential interruptions in production, including from limits to the build out of midstream infrastructure;

competition for assets, materials, people and capital;

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

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

governmental interventions in energy markets;

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

counterparty credit risks;

risks relating to our indebtedness;

cyberattack risks;

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

risks related to stockholder activism;

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 2022 Annual Report on Form 10-K and our other filings with the SEC.

The forward-looking statements included in this filing speak only as of the date of this report, represent management’s current reasonable expectations as of the date of this filing and are subject to the risks and uncertainties identified above as well as those described elsewhere in this report and in other documents we file from time to time with the SEC. We cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in this report and in other documents we file from time to time 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 do not undertake, and expressly disclaim, any duty to update or revise our forward-looking statements based on new information, future events or otherwise.

Part I. Financial Information

Item 1. Financial Statements

DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(Unaudited)
Oil, gas and NGL sales$2,882$3,668$8,054$10,943
Oil, gas and NGL derivatives(194)248(206)(605)
Marketing and midstream revenues1,1481,5163,2654,532
Total revenues3,8365,43211,11314,870
Production expenses7577352,1692,082
Exploration expenses341616
Marketing and midstream expenses1,1601,5253,3164,549
Depreciation, depletion and amortization6515811,9041,598
Asset dispositions——(41)(15)
General and administrative expenses9995297273
Financing costs, net8167231236
Other, net13(40)28(91)
Total expenses2,7642,9677,9208,648
Earnings before income taxes1,0722,4653,1936,222
Income tax expense1525655721,389
Net earnings9201,9002,6214,833
Net earnings attributable to noncontrolling interests1072619
Net earnings attributable to Devon$910$1,893$2,595$4,814
Net earnings per share:
Basic net earnings per share$1.43$2.89$4.05$7.30
Diluted net earnings per share$1.42$2.88$4.03$7.28
Comprehensive earnings:
Net earnings$920$1,900$2,621$4,833
Other comprehensive earnings, net of tax:
Pension and postretirement plans1133
Other comprehensive earnings, net of tax1133
Comprehensive earnings:9211,9012,6244,836
Comprehensive earnings attributable to noncontrolling interests1072619
Comprehensive earnings attributable to Devon$911$1,894$2,598$4,817

See accompanying notes to consolidated financial statements.

DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET****S

September 30, 2023December 31, 2022
(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and restricted cash$761$1,454
Accounts receivable1,8531,767
Inventory233201
Other current assets365469
Total current assets3,2123,891
Oil and gas property and equipment, based on successful efforts accounting, net17,56316,567
Other property and equipment, net ($124 million and $109 million related to CDM in 2023 and 2022, respectively)1,4681,539
Total property and equipment, net19,03118,106
Goodwill753753
Right-of-use assets261224
Investments671440
Other long-term assets313307
Total assets$24,241$23,721
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$812$859
Revenues and royalties payable1,4341,506
Short-term debt487251
Other current liabilities597489
Total current liabilities3,3303,105
Long-term debt5,6756,189
Lease liabilities290257
Asset retirement obligations641511
Other long-term liabilities850900
Deferred income taxes1,6761,463
Stockholders' equity:
Common stock, $0.10 par value. Authorized 1.0 billion shares; issued641 million and 653 million shares in 2023 and 2022, respectively6465
Additional paid-in capital6,1536,921
Retained earnings5,5354,297
Accumulated other comprehensive loss(113)(116)
Total stockholders’ equity attributable to Devon11,63911,167
Noncontrolling interests140129
Total equity11,77911,296
Total liabilities and equity$24,241$23,721

See accompanying notes to consolidated financial statements.

DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(Unaudited)
Cash flows from operating activities:
Net earnings$920$1,900$2,621$4,833
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation, depletion and amortization6515811,9041,598
Leasehold impairments12410
Amortization of liabilities(2)(8)(17)(23)
Total (gains) losses on commodity derivatives194(248)206605
Cash settlements on commodity derivatives(11)(363)39(1,179)
Gains on asset dispositions——(41)(15)
Deferred income tax expense13445212914
Share-based compensation22227065
Other(2)8(2)(9)
Changes in assets and liabilities, net(61)(235)(189)(180)
Net cash from operating activities1,7252,1044,8076,619
Cash flows from investing activities:

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Item 2. . Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis addresses material changes in our results of operations for the three-month and nine-month periods ended September 30, 2023 compared to previous periods and in our financial condition and liquidity since December 31, 2022. For information regarding our critical accounting policies and estimates, see our 2022 Annual Report on Form 10-K under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Executive Over****view

We are a leading independent oil and natural gas exploration and production company whose operations are focused onshore in the United States. Our operations are currently focused in five core areas: the Delaware Basin, Eagle Ford, Anadarko Basin, Williston Basin and Powder River Basin. Our asset base is underpinned by premium acreage in the economic core of the Delaware Basin and our diverse, top-tier resource plays provide a deep inventory of opportunities for years to come. In the third quarter of 2022, we acquired additional producing properties and leasehold interests in both the Williston Basin and Eagle Ford that were complementary to our existing acreage, offered operational synergies and added additional high-quality inventory to our portfolio.

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 321 MBbls/d, which is a 9% increase year over year.

As of September 30, 2023, completed approximately 68% of our authorized $3.0 billion share repurchase program, with approximately 39.6 million of our common shares repurchased for approximately $2.1 billion, or $51.86 per share since inception of the plan.

Retired $242 million of senior notes in the third quarter.

Exited the third quarter with $3.8 billion of liquidity, including $0.8 billion of cash.

Generated $1.7 billion of operating cash flow in the third quarter of 2023 and $6.7 billion for the past twelve trailing months.

Including variable dividends, paid dividends of $312 million in the third quarter of 2023 and have declared approximately $492 million of dividends to be paid in the fourth quarter of 2023.

Third quarter earnings attributable to Devon were $910 million, or $1.42 per diluted share.

Third quarter core earnings (Non-GAAP) were $1.1 billion, or $1.65 per diluted share.

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 inflation and geopolitical events. Our cash-return objectives remain focused on opportunistic share repurchases, funding our fixed and variable dividends, repaying debt at upcoming maturities and building cash balances.

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 2023 vs. Q2 2023

Our third quarter 2023 and second quarter 2023 net earnings were $920 million and $698 million, respectively. The graph below shows the change in net earnings from the second quarter of 2023 to the third quarter of 2023. The material changes are further discussed by category on the following pages.

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Production Volumes

Q3 2023% of TotalQ2 2023Change
Oil (MBbls/d)
Delaware Basin21567%2093%
Eagle Ford4013%45-10%
Anadarko Basin144%15-11%
Williston Basin3511%36-2%
Powder River Basin134%14-3%
Other41%4-1%
Total321100%323-1%
Q3 2023% of TotalQ2 2023Change
Gas (MMcf/d)
Delaware Basin68064%6367%
Eagle Ford787%86-9%
Anadarko Basin23522%254-7%
Williston Basin585%59-2%
Powder River Basin182%180%
Other10%11%
Total1,070100%1,0542%
Q3 2023% of TotalQ2 2023Change
NGLs (MBbls/d)
Delaware Basin11267%1056%
Eagle Ford159%16-6%
Anadarko Basin2716%31-12%
Williston Basin96%90%
Powder River Basin21%23%
Other11%1-14%
Total166100%1641%
Q3 2023% of TotalQ2 2023Change
Combined (MBoe/d)
Delaware Basin44066%4205%
Eagle Ford6810%74-9%
Anadarko Basin8012%89-10%
Williston Basin548%56-2%
Powder River Basin193%19-2%
Other41%41%
Total665100%6620%

From the second quarter of 2023 to the third quarter of 2023, the change in volumes contributed to a $21 million increase to earnings. The slight increase in volumes was primarily due to new well activity in the Delaware Basin which was partially offset by natural well declines in the Anadarko Basin and Eagle Ford.

Realized Prices

Q3 2023RealizationQ2 2023Change
Oil (per Bbl)
WTI index$82.06$73.7611%
Realized price, unhedged$80.4898%$71.7412%
Cash settlements$(0.67)$—
Realized price, with hedges$79.8197%$71.7411%
Q3 2023RealizationQ2 2023Change
Gas (per Mcf)
Henry Hub index$2.54$2.0922%
Realized price, unhedged$1.9276%$1.2752%
Cash settlements$0.09$0.39
Realized price, with hedges$2.0179%$1.6621%
Q3 2023RealizationQ2 2023Change
NGLs (per Bbl)
WTI index$82.06$73.7611%
Realized price, unhedged$20.7225%$17.7916%
Cash settlements$—$—
Realized price, with hedges$20.7225%$17.7916%
Q3 2023Q2 2023Change
Combined (per Boe)
Realized price, unhedged$47.10$41.3914%
Cash settlements$(0.18)$0.61
Realized price, with hedges$46.92$42.0012%

From the second quarter of 2023 to the third quarter of 2023, realized prices contributed to a $368 million increase in earnings. Unhedged realized oil, gas and NGL prices increased primarily due to higher WTI, Henry Hub and Mont Belvieu index prices. The increase in index prices was partially offset by hedge cash settlement payments related to oil commodities.

We currently have hedged approximately 35% and 30% of our remaining anticipated 2023 oil and gas production, respectively. For 2024, we currently have hedged approximately 30% and 20% of our anticipated oil and gas production, respectively.

Hedge Settlements

Q3 2023Q2 2023Change
Q
Oil$(20)$—N/M
Natural gas937-76%
Total cash settlements (1)$(11)$37-130%

(1)

Included as a component of oil, gas and NGL derivatives on the consolidated statements of comprehensive earnings.

Cash settlements as presented in the tables above represent realized gains or losses related to the instruments described in Note 3 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Production Expenses

Q3 2023Q2 2023Change
LOE$367$3534%
Gathering, processing & transportation1781771%
Production taxes19116516%
Property taxes2124-13%
Total$757$7195%
Per Boe:
LOE$6.00$5.862%
Gathering, processing & transportation$2.91$2.94-1%
Percent of oil, gas and NGL sales:
Production taxes6.6%6.6%0%

Production expenses increased in the third quarter of 2023 primarily due to an increase in production taxes which resulted from higher commodity prices. Additionally, LOE increased primarily due to an increase in activity in the Delaware Basin.

Field-Level Cash Margin

The table below presents the field-level cash margin for each of our operating areas. Field-level cash margin is computed as oil, gas and NGL sales less production expenses and is not a measure defined by GAAP. A reconciliation to the comparable GAAP measures is found in “Non-GAAP Measures” in this Item 2. The changes in production volumes, realized prices and production expenses, shown above, had the following impact on our field-level cash margins by asset.

Q3 2023$ per BOEQ2 2023$ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin$1,479$36.54$1,196$31.28
Eagle Ford269$43.38263$38.87
Anadarko Basin125$16.98111$13.72
Williston Basin161$32.16128$25.54
Powder River Basin75$43.2963$36.54
Other16N/M13N/M
Total$2,125$34.73$1,774$29.45

DD&A

Q3 2023Q2 2023Change
Oil and gas per Boe$10.27$10.220%
Oil and gas$629$6162%
Other property and equipment2222-1%
Total$651$6382%

G&A

Q3 2023Q2 2023Change
G&A per Boe$1.60$1.525%
Labor and benefits$51$503%
Non-labor484212%
Total$99$927%

G&A increased marginally in the third quarter of 2023 primarily due to higher non-labor costs.

Other Items

Q3 2023Q2 2023Change in earnings
Commodity hedge valuation changes (1)$(183)$(113)$(70)
Marketing and midstream operations(12)(14)2
Exploration expenses3107
Asset dispositions—(41)(41)
Net financing costs8178(3)
Other, net1310(3)
$(108)

(1)

Included as a component of oil, gas and NGL derivatives on the consolidated statements of comprehensive earnings.

We recognize fair value changes on our oil, gas and NGL derivative instruments in each reporting period. The changes in fair value resulted from new positions and settlements that occurred during each period, as well as the relationship between contract prices and the associated forward curves. For additional information, see Note 3 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

In the second quarter of 2023, we recorded a $64 million gain within asset dispositions related to the difference between the fair market value and book value of assets contributed to the Water JV. For additional information, see Note 1 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Income Taxes

Q3 2023Q2 2023
Current expense$139$80
Deferred expense13119
Total expense$152$199
Current tax rate13%9%
Deferred tax rate1%13%
Effective income tax rate14%22%

We continue to analyze the new CAMT and its effects on our tax planning. Our current rate is trending below the 15% stated rate in the CAMT primarily due to utilization of tax credits. For further discussion on income taxes, see Note 7 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

September 30, 2023 YTD vs. September 30, 2022 YTD

Our nine months ended September 30, 2023 net earnings were $2.6 billion, compared to net earnings of $4.8 billion for the first nine months ended September 30, 2022. The graph below shows the change in net earnings from the nine months ended September 30, 2022 to the nine months ended September 30, 2023. The material changes are further discussed by category on the following pages.

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Production Volumes

Nine Months Ended September 30,
2023% of Total2022Change
Oil (MBbls/d)
Delaware Basin21166%214-1%
Eagle Ford4113%18129%
Anadarko Basin155%147%
Williston Basin3611%3114%
Powder River Basin144%136%
Other41%4-7%
Total321100%2949%
Nine Months Ended September 30,
2023% of Total2022Change
Gas (MMcf/d)
Delaware Basin65262%6019%
Eagle Ford828%6232%
Anadarko Basin24223%21512%
Williston Basin575%59-4%
Powder River Basin182%18-4%
Other10%130%
Total1,052100%95610%
Nine Months Ended September 30,
2023% of Total2022Change
NGLs (MBbls/d)
Delaware Basin10566%1041%
Eagle Ford159%962%
Anadarko Basin2818%2610%
Williston Basin96%88%
Powder River Basin21%2-1%
Other10%—N/M
Total160100%1497%
Nine Months Ended September 30,
2023% of Total2022Change
Combined (MBoe/d)
Delaware Basin42565%4172%
Eagle Ford7010%3887%
Anadarko Basin8313%7511%
Williston Basin548%509%
Powder River Basin193%183%
Other51%42%
Total656100%6029%

From the nine months ended 2022 to the nine months ended 2023, the change in volumes contributed to a $1.0 billion increase in earnings. Volumes increased primarily due to acquisitions in the Eagle Ford and Williston Basin which both closed in the third quarter of 2022. Volumes also increased due to new well activity in the Delaware Basin and Anadarko Basin.

Realized Prices

Nine Months Ended September 30,
2023Realization2022Change
Oil (per Bbl)
WTI index$77.33$98.34-21%
Realized price, unhedged$75.5398%$98.39-23%
Cash settlements$(0.26)$(11.02)
Realized price, with hedges$75.2797%$87.37-14%
Nine Months Ended September 30,
2023Realization2022Change
Gas (per Mcf)
Henry Hub index$2.69$6.78-60%
Realized price, unhedged$1.8268%$5.86-69%
Cash settlements$0.22$(1.12)
Realized price, with hedges$2.0476%$4.74-57%
Nine Months Ended September 30,
2023Realization2022Change
NGLs (per Bbl)
WTI index$77.33$98.34-21%
Realized price, unhedged$20.7627%$37.48-45%
Cash settlements$—$—
Realized price, with hedges$20.7627%$37.48-45%
Nine Months Ended September 30,
20232022Change
Combined (per Boe)
Realized price, unhedged$44.96$66.60-32%
Cash settlements$0.22$(7.17)
Realized price, with hedges$45.18$59.43-24%

From the nine months ended 2022 to the nine months ended 2023, realized prices contributed to a $3.9 billion decrease in earnings. Unhedged realized oil, gas and NGL prices decreased primarily due to lower WTI, Henry Hub and Mont Belvieu index prices. The decrease in index prices was partially offset by improved hedge cash settlements related to oil and gas commodities.

Hedge Settlements

Nine Months Ended September 30,
20232022Change
Oil$(23)$(884)97%
Natural gas62(295)121%
Total cash settlements (1)$39$(1,179)103%

(1)

Included as a component of oil, gas and NGL derivatives on the consolidated statements of comprehensive earnings.

Cash settlements as presented in the tables above represent realized gains or losses related to the instruments described in Note 3 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Production Expenses

Nine Months Ended September 30,
20232022Change
LOE$1,047$76337%
Gathering, processing & transportation5215151%
Production taxes531744-29%
Property taxes706016%
Total$2,169$2,0824%
Per Boe:
LOE$5.84$4.6526%
Gathering, processing & transportation$2.91$3.13-7%
Percent of oil, gas and NGL sales:
Production taxes6.6%6.8%-3%

LOE expenses and LOE per Boe increased for the nine months ended 2023 primarily due to acquisitions in the Eagle Ford and Williston Basin as well as cost inflation. Production taxes decreased due to lower commodity prices.

Field-Level Cash Margin

The table below presents the field-level cash margin for each of our operating areas. Field-level cash margin is computed as oil, gas and NGL sales less production expenses and is not a measure defined by GAAP. A reconciliation to the comparable GAAP measures is found in “Non-GAAP Measures” in this Item 2. The changes in production volumes, realized prices and production expenses, shown above, had the following impact on our field-level cash margins by asset.

Nine Months Ended September 30,
2023$ per BOE2022$ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin$4,009$34.54$6,488$57.01
Eagle Ford789$41.26549$53.56
Anadarko Basin390$17.14765$37.24
Williston Basin445$30.06673$49.87
Powder River Basin208$40.41302$60.65
Other44N/M84N/M
Total$5,885$32.86$8,861$53.93

DD&A

Nine Months Ended September 30,
20232022Change
Oil and gas per Boe$10.25$9.3010%
Oil and gas$1,836$1,52820%
Other property and equipment6870-3%
Total$1,904$1,59819%

DD&A and our oil and gas per Boe rate both increased for the nine months ended 2023 primarily due to acquisitions in the Eagle Ford and Williston Basin which both closed in the third quarter of 2022.

G&A

Nine Months Ended September 30,
20232022Change
G&A per Boe$1.66$1.67-1%
Labor and benefits$157$1561%
Non-labor14011719%
Total$297$2738%

G&A increased for the nine months ended 2023 primarily due to an increase in non-labor costs.

Other Items

Nine Months Ended September 30,
20232022Change in earnings
Commodity hedge valuation changes (1)$(245)$574$(819)
Marketing and midstream operations(51)(17)(34)
Exploration expenses1616-
Asset dispositions(41)(15)26
Net financing costs2312365
Other, net28(91)(119)
$(941)

(1)

Included as a component of oil, gas and NGL derivatives on the consolidated statements of comprehensive earnings.

We recognize fair value changes on our oil, gas and NGL derivative instruments in each reporting period. The changes in fair value resulted from new positions and settlements that occurred during each period, as well as the relationship between contract prices and the associated forward curves. For additional information, see Note 3 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

In the second quarter of 2023, we recorded a $64 million gain within asset dispositions related to the difference between the fair market value and book value of assets contributed to the Water JV. For additional information, see Note 1 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

For discussion on other, net, see Note 6 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Income Taxes

Nine Months Ended September 30,
20232022
Current expense$360$475
Deferred expense212914
Total expense$572$1,389
Current tax rate11%7%
Deferred tax rate7%15%
Effective income tax rate18%22%

We continue to analyze the new CAMT and its effects on our tax planning. Our current rate is trending below the 15% stated rate in the CAMT primarily due to utilization of tax credits. For further discussion on income taxes, see Note 7 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Cap****ital Resources, Uses and Liquidity

Sources and Uses of Cash

The following table presents the major changes in cash and cash equivalents for the three and nine months ended September 30, 2023 and 2022.

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Operating cash flow$1,725$2,104$4,807$6,619
Capital expenditures(882)(628)(2,973)(1,738)
Acquisitions of property and equipment(23)(2,465)(54)(2,566)
Divestitures of property and equipment142339
Investment activity, net7(9)(28)(29)
Debt activity, net(242)—(242)—
Repurchases of common stock—(126)(745)(661)
Common stock dividends(312)(1,007)(1,370)(2,504)
Noncontrolling interest activity, net1(9)(15)(22)
Shares traded for taxes and other(2)(11)(96)(99)
Net change in cash, cash equivalents and restricted cash$273$(2,147)$(693)$(961)
Cash, cash equivalents and restricted cash at end of period$761$1,310$761$1,310

Operating Cash Flow

As presented in the table above, net cash provided by operating activities continued to be a significant source of capital and liquidity. Operating cash flow funded all of our capital expenditures, and we continued to return value to our shareholders by utilizing cash flow and cash balances for dividends, share repurchases and debt repayments.

Capital Expenditures

The amounts in the table below reflect cash payments for capital expenditures, including cash paid for capital expenditures incurred in prior periods.

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Delaware Basin$507$409$1,735$1,216
Eagle Ford1833657395
Anadarko Basin225016392
Williston Basin824826487
Powder River Basin4652125113
Other2248
Total oil and gas8425972,8641,611
Midstream17175174
Other23145853
Total capital expenditures$882$628$2,973$1,738

Capital expenditures consist primarily of amounts related to our oil and gas exploration and development operations, midstream operations and other corporate activities. Our capital investment program is driven by a disciplined allocation process focused on moderating our production growth and maximizing our returns. As such, our capital expenditures for the first nine months of 2023 represented approximately 62% of our operating cash flow. Capital expenditures increased due to acquisitions, general inflation trends and expanded development in the Delaware and Anadarko Basins.

Acquisitions of Property and Equipment

During the first nine months of 2022, we paid $2.6 billion toward acquisitions of production properties and leasehold interests located in the Eagle Ford and Williston Basin, which were completed in the third quarter of 2022. For additional information, please see Note 2 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Divestitures of Property and Equipment

During the first nine months of 2023 and 2022, we received contingent earnout payments related to assets previously sold. For additional information, please see Note 2 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

Investment Activity

During the first nine months of both 2023 and 2022, Devon received distributions from our investments of $24 million and $30 million, respectively. Devon contributed $52 million and $59 million to our investments during the first nine months of 2023 and 2022, respectively.

Debt Activity

During 2023, we repaid $242 million of senior notes at maturity.

Shareholder Distributions and Stock Activity

We repurchased approximately 13.9 million shares of common stock for $745 million and approximately 11 million shares of common stock for $661 million, under the share repurchase program authorized by our Board of Directors, in the first nine months of 2023 and 2022, respectively. For additional information, see Note 16 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

The following table summarizes our common stock dividends during the third quarter and total for the first nine months of 2023 and 2022. Devon has raised its fixed dividend multiple times over the past two calendar years to $0.20 per share beginning in the first quarter of 2023. In addition to the fixed quarterly dividend, we paid a variable dividend in the first, second and third quarters of 2023 and 2022.

FixedVariableTotalRate Per Share
2023:
First quarter$133$463$596$0.89
Second quarter128334462$0.72
Third quarter127185312$0.49
Total year-to-date$388$982$1,370
2022:
First quarter$109$558$667$1.00
Second quarter105725830$1.27
Third quarter1178901,007$1.55
Total year-to-date$331$2,173$2,504

Noncontrolling Interest Activity, net

During the first nine months of 2023 and 2022, we distributed $33 million and $22 million, respectively, to our noncontrolling interests in CDM. During the first nine months of 2023, we received contributions from our noncontrolling interests of $18 million.

Liquidity

The business of exploring for, developing and producing oil and natural gas is capital intensive. Because oil, natural gas and NGL reserves are a depleting resource, we, like all upstream operators, must continually make capital investments to grow and even sustain production. Generally, our capital investments are focused on drilling and completing new wells and maintaining production from existing wells. At opportunistic times, we also acquire operations and properties from other operators or landowners to enhance our existing portfolio of assets.

Historically, our primary sources of capital funding and liquidity have been our operating cash flow, cash on hand and asset divestiture proceeds. Additionally, we maintain a commercial paper program, supported by our revolving line of credit, which can be accessed as needed to supplement operating cash flow and cash balances. If needed, we can also issue debt and equity securities, including through transactions under our shelf registration statement filed with the SEC. We estimate the combination of our sources of capital will continue to be adequate to fund our planned capital requirements as discussed in this section as well as accelerate our cash-return business model.

Operating Cash Flow

Key inputs into determining our planned capital investment are the amount of cash we hold and operating cash flow we expect to generate over the next one to three or more years. At the end of the third quarter of 2023, we held approximately $0.8 billion of cash. Our operating cash flow forecasts are sensitive to many variables and include a measure of uncertainty as actual results may differ from our expectations.

Commodity Prices – The most uncertain and volatile variables for our operating cash flow are the prices of the oil, gas and NGLs we produce and sell. Prices are determined primarily by prevailing market conditions. Regional and worldwide economic activity, weather and other highly variable factors influence market conditions for these products. These factors, which are difficult to predict, create volatility in prices and are beyond our control.

To mitigate some of the risk inherent in prices, we utilize various derivative financial instruments to protect a portion of our production against downside price risk. The key terms to our oil, gas and NGL derivative financial instruments as of September 30, 2023 are presented in Note 3 in “Part I. Financial Information – Item 1. Financial Statements” of this report.

Further, when considering the current commodity price environment and our current hedge position, we expect to achieve our capital investment priorities. Additionally, we remain committed to capital discipline and focused on delivering the objectives that underpin our capital plan for 2023. The currently elevated level of cost inflation has eroded, and could continue to erode, the cost efficiencies gained over previous years and further pressure our margins for the remainder of 2023 and into 2024. 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.

Operating Expenses – Commodity prices can also affect our operating cash flow through an indirect effect on operating expenses. Significant commodity price decreases can lead to a decrease in drilling and development activities. As a result, the demand and cost for people, services, equipment and materials may also decrease, causing a positive impact on our cash flow as the prices paid for services and equipment decline. However, the inverse is also generally true during periods of rising commodity prices. 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.

Credit Losses – Our operating cash flow is also exposed to credit risk in a variety of ways. This includes the credit risk related to customers who purchase our oil, gas and NGL production, the collection of receivables from our joint interest owners for their proportionate share of expenditures made on projects we operate and counterparties to our derivative financial contracts. We utilize a variety of mechanisms to limit our exposure to the credit risks of our customers, joint interest owners and counterparties. Such mechanisms include, under certain conditions, requiring letters of credit, prepayments or cash collateral postings.

Credit Availability

As of September 30, 2023, we had approximately $3.0 billion of available borrowing capacity under our 2023 Senior Credit Facility. This credit facility supports our $3.0 billion of short-term credit under our commercial paper program. At September 30, 2023, there were no borrowings under our commercial paper program, and we were in compliance with the Senior Credit Facility’s financial covenant.

Debt Ratings

We receive debt ratings from the major ratings agencies in the U.S. In determining our debt ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels, cost structure, planned asset sales and the size and scale of our production. Our credit rating from Standard and Poor’s Financial Services is BBB with a stable outlook. Our credit rating from Fitch is BBB+ with a stable outlook. Our credit rating from Moody’s Investor Service is Baa2 with a stable outlook. Any rating downgrades may result in additional letters of credit or cash collateral being posted under certain contractual arrangements.

There are no “rating triggers” in any of our contractual debt obligations that would accelerate scheduled maturities should our debt rating fall below a specified level. However, a downgrade could adversely impact our interest rate on any credit facility borrowings and the ability to economically access debt markets in the future.

Fixed Plus Variable Dividend

We have a “fixed plus variable” dividend strategy. Our Board of Directors will consider a number of factors when setting the quarterly dividend, if any, including a general target of paying out approximately 10% of operating cash flow through the fixed dividend. Our Board of Directors increased our quarterly fixed dividend rate by 11% to $0.20 per share beginning in February 2023. In addition to the fixed quarterly dividend, we may pay a variable dividend of up to 50% of our excess free cash flow, which is a non-GAAP measure. Each quarter’s excess free cash flow is computed as operating cash flow (a GAAP measure) before balance sheet changes, less capital expenditures and the fixed dividend. The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of our Board of Directors and will depend on our financial results, cash requirements, future prospects and other factors deemed relevant by the Board.

In November 2023, Devon announced a cash dividend in the amount of $0.77 per share payable in the fourth quarter of 2023. The dividend consists of a $0.20 per share fixed quarterly dividend and a $0.57 per share variable quarterly dividend and will total approximately $492 million.

Share Repurchases

In May 2023, our Board of Directors increased our share repurchase program by $1.0 billion to a total authorized amount of $3.0 billion and extended the expiration date to December 31, 2024. Through October 2023, we had executed $2.1 billion of the authorized program.

Capital Expenditures

Our capital expenditures budget for the remainder of 2023 is expected to be approximately $900 million.

Critical Accounting Est****imates

Income Taxes

The amount of income taxes recorded requires interpretations of complex rules and regulations of federal, state, provincial and foreign tax jurisdictions. We recognize current tax expense based on estimated taxable income for the current period and the applicable statutory tax rates. We routinely assess potential uncertain tax positions and, if required, estimate and establish accruals for such amounts. We have recognized deferred tax assets and liabilities for temporary differences, operating losses and other tax carryforwards. We routinely assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Further, in the event we were to undergo an “ownership change” (as defined in Section 382 of the Internal Revenue Code of 1986, as amended), our ability to use net operating losses and tax credits generated prior to the ownership change may be limited. Generally, an “ownership change” occurs if one or more shareholders, each of whom owns five percent or more in value of a corporation’s stock, increase their aggregate percentage ownership by more than 50 percent over the lowest percentage of stock owned by those shareholders at any time during the preceding three-year period. Based on currently available information, we do not believe an ownership change has occurred during the first nine months of 2023 for Devon, but the Merger did cause an ownership change for WPX and increased the likelihood Devon could experience an ownership change over the next year.

On August 16, 2022, the IRA was signed into law and included various income tax related provisions with an effective date beginning in 2023. Among the enacted provisions are a 15% CAMT and several new and expanded clean energy credits and incentives. Devon believes it is subject to the CAMT as Devon has an average annual AFSI that exceeds $1 billion for the three-year period ended December 31, 2022. Devon continues to assess the potential incremental cash tax that could be incurred, depending on actual operating results, as well as ongoing U.S. Treasury guidance.

For additional information regarding our critical accounting policies and estimates, see our 2022 Annual Report on Form 10-K.

Non-GA****AP Measures

We utilize “core earnings attributable to Devon” and “core earnings per share attributable to Devon” that are not required by or presented in accordance with GAAP. These non-GAAP measures are not alternatives to GAAP measures and should not be considered in isolation or as a substitute for analysis of our results reported under GAAP. Core earnings attributable to Devon, as well as the per share amount, represent net earnings excluding certain non-cash and other items that are typically excluded by securities analysts in their published estimates of our financial results. Our non-GAAP measures are typically used as a quarterly performance measure. Amounts excluded relate to asset dispositions, noncash asset impairments (including unproved asset impairments), deferred tax asset valuation allowance and fair value changes in derivative financial instruments.

We believe these non-GAAP measures facilitate comparisons of our performance to earnings estimates published by securities analysts. We also believe these non-GAAP measures can facilitate comparisons of our performance between periods and to the performance of our peers.

Below are reconciliations of core earnings and core earnings per share attributable to Devon to comparable GAAP measures.

Three Months Ended September 30,Nine Months Ended September 30,
Before TaxAfter TaxAfter NCIPer Diluted ShareBefore TaxAfter TaxAfter NCIPer Diluted Share
2023
Earnings attributable to Devon (GAAP)$1,072$920$910$1.42$3,193$2,621$2,595$4.03
Adjustments:
Asset dispositions————(41)(31)(31)(0.05)
Asset and exploration impairments————3220.01
Deferred tax asset valuation allowance—33——10100.02
Fair value changes in financial instruments1861451450.232451891890.29
Core earnings attributable to Devon (Non-GAAP)$1,258$1,068$1,058$1.65$3,400$2,791$2,765$4.30
2022
Earnings attributable to Devon (GAAP)$2,465$1,900$1,893$2.88$6,222$4,833$4,814$7.28
Adjustments:
Asset dispositions————(15)(12)(12)(0.02)
Asset and exploration impairments111—9770.01
Deferred tax asset valuation allowance—(1)(1)——15150.02
Fair value changes in financial instruments(604)(464)(464)(0.70)(565)(433)(433)(0.65)
Core earnings attributable to Devon (Non-GAAP)$1,862$1,436$1,429$2.18$5,651$4,410$4,391$6.64

EBITDAX and Field-Level Cash Margin

To assess the performance of our assets, we use EBITDAX and Field-Level Cash Margin. We compute EBITDAX as net earnings before income tax expense; financing costs, net; exploration expenses; DD&A; asset impairments; asset disposition gains and losses; non-cash share-based compensation; non-cash valuation changes for derivatives and financial instruments; restructuring and transaction costs; accretion on discounted liabilities; and other items not related to our normal operations. Field-Level Cash Margin is computed as oil, gas and NGL sales less production expenses. Production expenses consist of lease operating, gathering, processing and transportation expenses, as well as production and property taxes.

We exclude financing costs from EBITDAX to assess our operating results without regard to our financing methods or capital structure. Exploration expenses and asset disposition gains and losses are excluded from EBITDAX because they generally are not indicators of operating efficiency for a given reporting period. DD&A and impairments are excluded from EBITDAX because capital expenditures are evaluated at the time capital costs are incurred. We exclude share-based compensation, valuation changes, restructuring and transaction costs, accretion on discounted liabilities and other items from EBITDAX because they are not considered a measure of asset operating performance.

We believe EBITDAX and Field-Level Cash Margin provide information useful in assessing our operating and financial performance across periods. EBITDAX and Field-Level Cash Margin as defined by Devon may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net earnings from operations.

Below are reconciliations of net earnings to EBITDAX and a further reconciliation to Field-Level Cash Margin.

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net earnings (GAAP)$920$1,900$2,621$4,833
Financing costs, net8167231236
Income tax expense1525655721,389
Exploration expenses341616
Depreciation, depletion and amortization6515811,9041,598
Asset dispositions——(41)(15)
Share-based compensation22227064
Derivative and financial instrument non-cash valuation changes183(613)245(576)
Accretion on discounted liabilities and other13(38)28(89)
EBITDAX (Non-GAAP)2,0252,4885,6467,456
Marketing and midstream revenues and expenses, net1295117
Commodity derivative cash settlements11363(39)1,179
General and administrative expenses, cash-based7773227209
Field-level cash margin (Non-GAAP)$2,125$2,933$5,885$8,861

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

As of September 30, 2023, we have commodity derivatives that pertain to a portion of our estimated production for the last three months of 2023, as well as for 2024 and 2025. 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, 2023, a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately $290 million.

Interest Rate Risk

As of September 30, 2023, we had total debt of $6.2 billion. All of our debt is based on fixed interest rates averaging 5.7%.

Foreign Currency Risk

We had no material foreign currency risk at September 30, 2023.

Item 4. Controls and Procedures

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, 2023 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 2022 Annual Report on Form 10-K, as updated by our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, there were no material pending legal proceedings to which we are a party or to which any of our property is subject. For more information on our legal contingencies, see Note 17 in “Part I. Financial Information – Item 1. Financial Statements” of this report.

Please see our 2022 Annual Report on Form 10-K and other SEC filings for additional information.

Item 1A. Risk Factors

There have been no material changes to the information included in Item 1A. “Risk Factors” in our 2022 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 2023 (shares in thousands).

PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal 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 310$49.19—$948
August 1 - August 312$50.06—$948
September 1 - September 301$50.06—$948
Total3$50.01—

(1)

These amounts include approximately 3 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 2022, we announced expansions of this program ultimately to $2.0 billion and extended the expiration date to May 4, 2023. In May 2023, we announced a further expansion to $3.0 billion and extended the expiration date to December 31, 2024. In the third quarter of 2023, we did not repurchase any common shares, 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.

Item 5. Other Information

During the three months ended September 30, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits

Exhibit NumberDescription
31.1Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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 8, 2023/s/ Jeremy D. Humphers
Jeremy D. Humphers
Senior Vice President and Chief Accounting Officer