filings.toolsDevon Energy 10-Q 2024-09-30
Filed 2024-11-06. 8 sections, 162K 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, 2024
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 23, 2024, 656.9 million shares of common stock were outstanding.
DEVON ENERGY CORPORATION
FORM 10-Q
TABLE OF CONTEN****TS
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:
“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.
“ASU” means Accounting Standards Update.
“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.
“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.
“FASB” means Financial Accounting Standards Board.
“Fervo” means Fervo Energy Company.
“G&A” means general and administrative expenses.
“GAAP” means U.S. generally accepted accounting principles.
“Grayson Mill” means Grayson Mill Intermediate HoldCo II, LLC and Grayson Mill Intermediate HoldCo III, LLC.
“Inside FERC” refers to the publication Inside FERC’s Gas Market Report.
“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.
“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.
"SOFR" means secured overnight financing rate.
“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.
“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;
climate change and risks related to regulatory, social and market efforts to address climate change;
governmental interventions in energy markets;
counterparty credit risks;
risks relating to our indebtedness;
cybersecurity risks;
risks relating to global pandemics;
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 2023 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, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Oil, gas and NGL sales | $ | 2,665 | $ | 2,882 | $ | 8,090 | $ | 8,054 | ||||||||
| Oil, gas and NGL derivatives | 227 | (194 | ) | 105 | (206 | ) | ||||||||||
| Marketing and midstream revenues | 1,132 | 1,148 | 3,342 | 3,265 | ||||||||||||
| Total revenues | 4,024 | 3,836 | 11,537 | 11,113 | ||||||||||||
| Production expenses | 763 | 757 | 2,302 | 2,169 | ||||||||||||
| Exploration expenses | 4 | 3 | 16 | 16 | ||||||||||||
| Marketing and midstream expenses | 1,149 | 1,160 | 3,390 | 3,316 | ||||||||||||
| Depreciation, depletion and amortization | 794 | 651 | 2,284 | 1,904 | ||||||||||||
| Asset dispositions | — | — | 16 | (41 | ) | |||||||||||
| General and administrative expenses | 117 | 99 | 345 | 297 | ||||||||||||
| Financing costs, net | 88 | 81 | 240 | 231 | ||||||||||||
| Restructuring and transaction costs | 8 | — | 8 | — | ||||||||||||
| Other, net | 37 | 13 | 64 | 28 | ||||||||||||
| Total expenses | 2,960 | 2,764 | 8,665 | 7,920 | ||||||||||||
| Earnings before income taxes | 1,064 | 1,072 | 2,872 | 3,193 | ||||||||||||
| Income tax expense | 239 | 152 | 583 | 572 | ||||||||||||
| Net earnings | 825 | 920 | 2,289 | 2,621 | ||||||||||||
| Net earnings attributable to noncontrolling interests | 13 | 10 | 37 | 26 | ||||||||||||
| Net earnings attributable to Devon | $ | 812 | $ | 910 | $ | 2,252 | $ | 2,595 | ||||||||
| Net earnings per share: | ||||||||||||||||
| Basic net earnings per share | $ | 1.31 | $ | 1.43 | $ | 3.60 | $ | 4.05 | ||||||||
| Diluted net earnings per share | $ | 1.30 | $ | 1.42 | $ | 3.59 | $ | 4.03 | ||||||||
| Comprehensive earnings: | ||||||||||||||||
| Net earnings | $ | 825 | $ | 920 | $ | 2,289 | $ | 2,621 | ||||||||
| Other comprehensive earnings, net of tax: | ||||||||||||||||
| Pension and postretirement plans | 1 | 1 | 3 | 3 | ||||||||||||
| Other comprehensive earnings, net of tax | 1 | 1 | 3 | 3 | ||||||||||||
| Comprehensive earnings: | 826 | 921 | 2,292 | 2,624 | ||||||||||||
| Comprehensive earnings attributable to noncontrolling interests | 13 | 10 | 37 | 26 | ||||||||||||
| Comprehensive earnings attributable to Devon | $ | 813 | $ | 911 | $ | 2,255 | $ | 2,598 |
See accompanying notes to consolidated financial statements.
DEVON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET****S
| September 30, 2024 | December 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash, cash equivalents and restricted cash | $ | 676 | $ | 875 | ||||
| Accounts receivable | 1,779 | 1,573 | ||||||
| Inventory | 293 | 249 | ||||||
| Other current assets | 484 | 460 | ||||||
| Total current assets | 3,232 | 3,157 | ||||||
| Oil and gas property and equipment, based on successful efforts accounting, net | 23,155 | 17,825 | ||||||
| Other property and equipment, net ($164 million and $136 million related to CDM in 2024 and 2023, respectively) | 1,795 | 1,503 | ||||||
| Total property and equipment, net | 24,950 | 19,328 | ||||||
| Goodwill | 753 | 753 | ||||||
| Right-of-use assets | 317 | 267 | ||||||
| Investments | 718 | 666 | ||||||
| Other long-term assets | 293 | 319 | ||||||
| Total assets | $ | 30,263 | $ | 24,490 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 995 | $ | 760 | ||||
| Revenues and royalties payable | 1,423 | 1,222 | ||||||
| Short-term debt | — | 483 | ||||||
| Other current liabilities | 488 | 484 | ||||||
| Total current liabilities | 2,906 | 2,949 | ||||||
| Long-term debt | 8,884 | 5,672 | ||||||
| Lease liabilities | 328 | 295 | ||||||
| Asset retirement obligations | 765 | 643 | ||||||
| Other long-term liabilities | 820 | 876 | ||||||
| Deferred income taxes | 2,082 | 1,838 | ||||||
| Stockholders' equity: | ||||||||
| Common stock, $0.10 par value. Authorized 1.0 billion shares; issued658 million and 636 million shares in 2024 and 2023, respectively | 66 | 64 | ||||||
| Additional paid-in capital | 6,662 | 5,939 | ||||||
| Retained earnings | 7,670 | 6,195 | ||||||
| Accumulated other comprehensive loss | (121 | ) | (124 | ) | ||||
| Treasury stock, at cost, 0.3 million shares in 2023 | — | (13 | ) | |||||
| Total stockholders’ equity attributable to Devon | 14,277 | 12,061 | ||||||
| Noncontrolling interests | 201 | 156 | ||||||
| Total equity | 14,478 | 12,217 | ||||||
| Total liabilities and equity | $ | 30,263 | $ | 24,490 |
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, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net earnings | $ | 825 | $ | 920 | $ | 2,289 | $ | 2,621 | ||||||||
| Adjustments to reconcile net earnings to net cash from operating activities: | ||||||||||||||||
| Depreciation, depletion and amortization | 794 | 651 | 2,284 | 1,904 | ||||||||||||
| Leasehold impairments | 1 | 1 | 2 | 4 | ||||||||||||
| Accretion (amortization) of liabilities | 2 | (2 | ) | 2 | (17 | ) | ||||||||||
| Total (gains) losses on commodity derivatives | (227 | ) | 194 | (105 | ) | 206 | ||||||||||
| Cash settlements on commodity derivatives | 61 | (11 | ) | 139 | 39 | |||||||||||
| (Gains) losses on asset dispositions | — | — | 16 | (41 | ) | |||||||||||
| Deferred income tax expense | 164 | 13 | 243 | 212 | ||||||||||||
| Share-based compensation | 24 | 22 | 75 | 70 | ||||||||||||
| Other | 3 | (2 | ) | 6 | (2 | ) | ||||||||||
| Changes in assets and liabilities, ne |
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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, 2024 compared to previous periods, and in our financial condition and liquidity since December 31, 2023. For information regarding our critical accounting policies and estimates, see our 2023 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, providing a deep inventory of opportunities for years to come.
On September 27, 2024, we acquired the Williston Basin business of Grayson Mill for total consideration of approximately $5.0 billion, consisting of $3.5 billion of cash and approximately 37.3 million shares of Devon common stock, including purchase price adjustments. The transaction is expected to increase our volumes in 2025 by approximately 100 MBoe/d. The acquisition will allow us to efficiently expand our oil production and operating scale, creating immediate and long-term, sustainable value to shareholders over time.
As evidenced by this acquisition, 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 for the third quarter of 2024:
Oil production totaled 335 MBbls/d, exceeding our plan by 4%.
As of September 30, 2024, completed approximately 60% of our authorized $5.0 billion share repurchase program with approximately 61.3 million of our common shares purchased for approximately $3.0 billion, or $49.62 per share since inception of the plan.
Exited with $3.7 billion of liquidity, including $0.7 billion of cash.
Generated $1.7 billion of operating cash flow and $6.7 billion for the past twelve trailing months.
Including variable dividends, paid dividends of $272 million and have declared approximately $144 million of dividends to be paid in the fourth quarter of 2024.
Earnings attributable to Devon were $812 million, or $1.30 per diluted share.
Core earnings (Non-GAAP) were $683 million, or $1.10 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 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 2024 vs. Q2 2024
Our third quarter 2024 and second quarter 2024 net earnings were $825 million and $855 million, respectively. The graph below shows the change in net earnings from the second quarter of 2024 to the third quarter of 2024. The material changes are further discussed by category on the following pages.
Production Volumes
| Q3 2024 | % of Total | Q2 2024 | Change | |||||||||||||
| Oil (MBbls/d) | ||||||||||||||||
| Delaware Basin | 227 | 68 | % | 221 | 2 | % | ||||||||||
| Eagle Ford | 44 | 13 | % | 46 | -6 | % | ||||||||||
| Anadarko Basin | 13 | 4 | % | 14 | -4 | % | ||||||||||
| Williston Basin | 34 | 10 | % | 37 | -8 | % | ||||||||||
| Powder River Basin | 14 | 4 | % | 13 | 5 | % | ||||||||||
| Other | 3 | 1 | % | 4 | -3 | % | ||||||||||
| Total | 335 | 100 | % | 335 | 0 | % |
| Q3 2024 | % of Total | Q2 2024 | Change | |||||||||||||
| Gas (MMcf/d) | ||||||||||||||||
| Delaware Basin | 764 | 64 | % | 712 | 7 | % | ||||||||||
| Eagle Ford | 93 | 8 | % | 92 | 1 | % | ||||||||||
| Anadarko Basin | 241 | 20 | % | 244 | -1 | % | ||||||||||
| Williston Basin | 77 | 6 | % | 71 | 8 | % | ||||||||||
| Powder River Basin | 19 | 2 | % | 18 | 2 | % | ||||||||||
| Other | — | 0 | % | — | N/M | |||||||||||
| Total | 1,194 | 100 | % | 1,137 | 5 | % |
| Q3 2024 | % of Total | Q2 2024 | Change | |||||||||||||
| NGLs (MBbls/d) | ||||||||||||||||
| Delaware Basin | 134 | 69 | % | 121 | 11 | % | ||||||||||
| Eagle Ford | 16 | 8 | % | 17 | -7 | % | ||||||||||
| Anadarko Basin | 29 | 15 | % | 30 | -4 | % | ||||||||||
| Williston Basin | 13 | 7 | % | 12 | 10 | % | ||||||||||
| Powder River Basin | 2 | 1 | % | 2 | 3 | % | ||||||||||
| Other | — | 0 | % | — | N/M | |||||||||||
| Total | 194 | 100 | % | 182 | 6 | % |
| Q3 2024 | % of Total | Q2 2024 | Change | |||||||||||||
| Combined (MBoe/d) | ||||||||||||||||
| Delaware Basin | 488 | 67 | % | 461 | 6 | % | ||||||||||
| Eagle Ford | 75 | 10 | % | 79 | -5 | % | ||||||||||
| Anadarko Basin | 82 | 11 | % | 84 | -3 | % | ||||||||||
| Williston Basin | 60 | 8 | % | 61 | -2 | % | ||||||||||
| Powder River Basin | 19 | 3 | % | 18 | 4 | % | ||||||||||
| Other | 4 | 1 | % | 4 | N/M | |||||||||||
| Total | 728 | 100 | % | 707 | 3 | % |
From the second quarter of 2024 to the third quarter of 2024, the change in volumes contributed to a $51 million increase in earnings. The increase in volumes was primarily due to new well activity in the Delaware Basin, which was partially offset by natural well declines in the Eagle Ford and Anadarko Basin. We expec
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk
As of September 30, 2024, we have commodity derivatives that pertain to a portion of our estimated production for the last three months of 2024, as well as for 2025 and 2026. 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, 2024, a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately $195 million.
Interest Rate Risk
At September 30, 2024, we had total debt of $8.9 billion. $7.9 billion of this debt was comprised of debentures and notes that have fixed interest rates which average 5.7%. We also have a $1.0 billion Term Loan which has a variable interest rate that is adjusted monthly. The interest rate on the Term Loan was 6.33% at September 30, 2024.
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, 2024 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 2023 Annual Report on Form 10-K and Part II, Item 1. Legal Proceedings of our Second Quarter 2024 Quarterly Report on Form 10-Q, as well as the discussion of the North Dakota NOV matter included in Note 15 in “Part I. Financial Information – Item 1. Financial Statements” of this report, 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 15 in “Part I. Financial Information – Item 1. Financial Statements” of this report.
Please see our 2023 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 2023 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 2024 (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 | 1,927 | $ | 46.98 | 1,925 | $ | 2,162 | ||||||||||
| August 1 - August 31 | 3,058 | $ | 44.49 | 3,056 | $ | 2,026 | ||||||||||
| September 1 - September 30 | 1,695 | $ | 40.64 | 1,694 | $ | 1,957 | ||||||||||
| Total | 6,680 | $ | 44.23 | 6,675 |
(1)
In addition to shares purchased under the share repurchase program described below, these amounts include approximately four 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 that would expire on December 31, 2022. Through subsequent approvals, Devon's Board of Directors expanded the share repurchase program authorization to $3.0 billion, with a December 31, 2024 expiration date. In July 2024, Devon's Board of Directors further expanded the share repurchase program authorization to $5.0 billion, with a June 30, 2026 expiration date. In the third quarter of 2024, we repurchased 6.7 million common shares for $295 million, or $44.23 per share, under this share repurchase program. For additional information, see Note 14 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, 2024, 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 Number | Description | |
| 2.1 | Securities Purchase Agreement, dated July 8, 2024, by and among Grayson Mill Holdings II, LLC, Grayson Mill Holdings III, LLC, Grayson Mill Intermediate HoldCo II, LLC, Grayson Mill Intermediate HoldCo III, LLC, WPX Energy Williston, LLC and Devon Energy Corporation (incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed July 8, 2024; File No. 001-32318).* | |
| 2.2 | Amendment to Securities Purchase Agreement, dated September 27, 2024, by and among Grayson Mill Holdings II, LLC, Grayson Mill Holdings III, LLC, Grayson Mill Intermediate HoldCo II, LLC, Grayson Mill Intermediate HoldCo III, LLC, WPX Energy Williston, LLC and Devon Energy Corporation.* | |
| 4.1 | Indenture, dated as of August 28, 2024, by and between Devon Energy Corporation and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed August 28, 2024; File No. 001-32318). | |
| 4.2 | Supplemental Indenture No. 1, dated as of August 28, 2024, by and between Devon Energy Corporation and U.S. Bank Trust Company, National Association, relating to the 5.200% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2 to Registrant’s Form 8-K filed August 28, 2024; File No. 001-32318). | |
| 4.3 | Supplemental Indenture No. 2, dated as of August 28, 2024, by and between Devon Energy Corporation and U.S. Bank Trust Company, National Association, relating to the 5.750% Senior Notes due 2054 (incorporated by reference to Exhibit 4.3 to Registrant’s Form 8-K filed August 28, 2024; File No. 001-32318). | |
| 4.4 | Registration Rights Agreement, dated as of September 27, 2024, by and among Devon Energy Corporation and the stockholders from time to time party thereto. | |
| 10.1 | Delayed Draw Term Loan Credit Agreement, dated August 12, 2024, by and among Devon Energy Corporation, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed August 12, 2024; File No. 001-32318).* | |
| 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 | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
| *Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the U.S. Securities and Exchange Commission upon its request. |
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 6, 2024 | /s/ John B. Sherrer | |||
| John B. Sherrer | ||||
| Vice President, Accounting and Controller |