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

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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.

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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.

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Production Volumes

Q3 2024% of TotalQ2 2024Change
Oil (MBbls/d)
Delaware Basin22768%2212%
Eagle Ford4413%46-6%
Anadarko Basin134%14-4%
Williston Basin3410%37-8%
Powder River Basin144%135%
Other31%4-3%
Total335100%3350%
Q3 2024% of TotalQ2 2024Change
Gas (MMcf/d)
Delaware Basin76464%7127%
Eagle Ford938%921%
Anadarko Basin24120%244-1%
Williston Basin776%718%
Powder River Basin192%182%
Other—0%—N/M
Total1,194100%1,1375%
Q3 2024% of TotalQ2 2024Change
NGLs (MBbls/d)
Delaware Basin13469%12111%
Eagle Ford168%17-7%
Anadarko Basin2915%30-4%
Williston Basin137%1210%
Powder River Basin21%23%
Other—0%—N/M
Total194100%1826%

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Q3 2024% of TotalQ2 2024Change
Combined (MBoe/d)
Delaware Basin48867%4616%
Eagle Ford7510%79-5%
Anadarko Basin8211%84-3%
Williston Basin608%61-2%
Powder River Basin193%184%
Other41%4N/M
Total728100%7073%

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 expect volumes to increase approximately 110 MBoe/d in the fourth quarter of 2024 due to the Grayson Mill acquisition.

Realized Prices

Q3 2024RealizationQ2 2024Change
Oil (per Bbl)
WTI index$75.20$80.62-7%
Realized price, unhedged$73.7498%$79.10-7%
Cash settlements$0.52$(0.15)
Realized price, with hedges$74.2699%$78.95-6%
Q3 2024RealizationQ2 2024Change
Gas (per Mcf)
Henry Hub index$2.15$1.8914%
Realized price, unhedged$0.4521%$0.55-19%
Cash settlements$0.39$0.55
Realized price, with hedges$0.8439%$1.10-24%
Q3 2024RealizationQ2 2024Change
NGLs (per Bbl)
WTI index$75.20$80.62-7%
Realized price, unhedged$19.2526%$19.60-2%
Cash settlements$0.11$0.11
Realized price, with hedges$19.3626%$19.71-2%
Q3 2024Q2 2024Change
Combined (per Boe)
Realized price, unhedged$39.80$43.44-8%
Cash settlements$0.91$0.85
Realized price, with hedges$40.71$44.29-8%

From the second quarter of 2024 to the third quarter of 2024, realized prices contributed to a $182 million decrease in earnings. Unhedged oil and NGL prices decreased primarily due to lower WTI and Mont Belvieu index prices, respectively. Unhedged gas prices decreased primarily due to the expanded regional gas price differential in the Delaware Basin driven by infrastructure constraints. The decrease in unhedged prices was partially offset by hedge cash settlements across all commodities.

We currently have approximately 35% and 20% of our remaining anticipated 2024 oil and gas production hedged, respectively. For 2025, we currently have hedged approximately 10% and 20% of our anticipated oil and gas production, respectively.

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Hedge Settlements

Q3 2024Q2 2024Change
Q
Oil$16$(5)N/M
Natural gas4357-25%
NGL22N/M
Total cash settlements (1)$61$5413%

(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 2024Q2 2024Change
LOE$366$383-4%
Gathering, processing & transportation2001972%
Production taxes179188-5%
Property taxes1820-10%
Total$763$788-3%
Per Boe:
LOE$5.46$5.95-8%
Gathering, processing & transportation$2.98$3.07-3%
Percent of oil, gas and NGL sales:
Production taxes6.7%6.7%0%

Production expenses decreased during the third quarter of 2024 primarily due to cost efficiencies, lower workover activity and lower production taxes resulting from decreased oil 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.

Q3 2024$ per BOEQ2 2024$ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin$1,317$29.38$1,346$32.12
Eagle Ford273$39.51303$42.15
Anadarko Basin112$14.82119$15.48
Williston Basin117$21.16160$28.62
Powder River Basin68$38.8865$39.44
Other15N/M15N/M
Total$1,902$28.41$2,008$31.19

DD&A

Q3 2024Q2 2024Change
Oil and gas per Boe$11.51$11.560%
Oil and gas$770$7443%
Other property and equipment24243%
Total$794$7683%

DD&A increased in the third quarter of 2024 primarily due to higher volumes.

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G&A

Q3 2024Q2 2024Change
G&A per Boe$1.75$1.77-1%
Labor and benefits$70$6213%
Non-labor4752-10%
Total$117$1143%

Other Items

Q3 2024Q2 2024Change in earnings
Commodity hedge valuation changes (1)$166$(31)$197
Marketing and midstream operations(17)(10)(7)
Exploration expenses43(1)
Asset dispositions—1515
Net financing costs8876(12)
Restructuring and transaction costs8—(8)
Other, net375(32)
$152

(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.

During the third quarter of 2024, we issued $3.25 billion of debt to partially fund the Grayson Mill acquisition. Additionally, we retired $472 million of debt in the third quarter of 2024. The net impact of this debt activity is expected to increase our annual net financing costs by approximately $180 million. For additional information, see Note 11 in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Income Taxes

Q3 2024Q2 2024
Current expense$75$146
Deferred expense16439
Total expense$239$185
Current tax rate7%14%
Deferred tax rate15%4%
Effective income tax rate22%18%

The current income tax rate decreased in the third quarter of 2024 primarily due to the impacts of the Grayson Mill acquisition. For additional discussion on income taxes, see Note 5 in “Part I. Financial Information – Item 1. Financial Statements” in this report.

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September 30, 2024 YTD vs. September 30, 2023 YTD

Our nine months ended September 30, 2024 net earnings were $2.3 billion, compared to net earnings of $2.6 billion for the first nine months ended September 30, 2023. The graph below shows the change in net earnings from the nine months ended September 30, 2023 to the nine months ended September 30, 2024. The material changes are further discussed by category on the following pages.

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Production Volumes

Nine Months Ended September 30,
2024% of Total2023Change
Oil (MBbls/d)
Delaware Basin21967%2114%
Eagle Ford4413%416%
Anadarko Basin134%15-14%
Williston Basin3711%364%
Powder River Basin134%14-4%
Other41%4-2%
Total330100%3213%
Nine Months Ended September 30,
2024% of Total2023Change
Gas (MMcf/d)
Delaware Basin72464%65211%
Eagle Ford888%827%
Anadarko Basin23620%242-2%
Williston Basin706%5722%
Powder River Basin182%185%
Other10%1N/M
Total1,137100%1,0528%
Nine Months Ended September 30,
2024% of Total2023Change
NGLs (MBbls/d)
Delaware Basin12268%10517%
Eagle Ford169%156%
Anadarko Basin2816%28-1%
Williston Basin126%932%
Powder River Basin21%21%
Other—0%1N/M
Total180100%16013%

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Nine Months Ended September 30,
2024% of Total2023Change
Combined (MBoe/d)
Delaware Basin46266%4259%
Eagle Ford7510%707%
Anadarko Basin8011%83-4%
Williston Basin619%5412%
Powder River Basin183%19-2%
Other41%5-7%
Total700100%6567%

From the nine months ended September 30, 2023 to the nine months ended September 30, 2024, the change in volumes contributed to a $367 million increase in earnings. Volumes increased primarily due to new well activity in the Delaware Basin, Williston Basin and Eagle Ford, which was partially offset by natural well declines in the Anadarko Basin. We expect volumes to increase approximately 110 MBoe/d in the fourth quarter of 2024 due to the Grayson Mill acquisition.

Realized Prices

Nine Months Ended September 30,
2024Realization2023Change
Oil (per Bbl)
WTI index$77.61$77.330%
Realized price, unhedged$76.0898%$75.531%
Cash settlements$0.05$(0.26)
Realized price, with hedges$76.1398%$75.271%
Nine Months Ended September 30,
2024Realization2023Change
Gas (per Mcf)
Henry Hub index$2.10$2.69-22%
Realized price, unhedged$0.7536%$1.82-59%
Cash settlements$0.42$0.22
Realized price, with hedges$1.1756%$2.04-43%
Nine Months Ended September 30,
2024Realization2023Change
NGLs (per Bbl)
WTI index$77.61$77.330%
Realized price, unhedged$19.8426%$20.76-4%
Cash settlements$0.05$—
Realized price, with hedges$19.8926%$20.76-4%
Nine Months Ended September 30,
20242023Change
Combined (per Boe)
Realized price, unhedged$42.19$44.96-6%
Cash settlements$0.73$0.22
Realized price, with hedges$42.92$45.18-5%

From the nine months ended September 30, 2023 to the nine months ended September 30, 2024, realized prices contributed to a $331 million decrease in earnings. This decrease was due to lower unhedged realized gas and NGL prices which decreased primarily due to lower Henry Hub and Mont Belvieu index prices. Additionally, gas prices were impacted by expanded regional gas price differentials in the Delaware Basin driven by infrastructure constraints. These decreases were partially offset by an increase in unhedged realized oil prices which was primarily due to slightly higher WTI index prices. Realized prices were strengthened by hedge cash settlements across all commodities.

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Hedge Settlements

Nine Months Ended September 30,
20242023Change
Oil$4$(23)117%
Natural gas13262113%
NGL3—N/M
Total cash settlements (1)$139$39256%

(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,
20242023Change
LOE$1,129$1,0478%
Gathering, processing & transportation57752111%
Production taxes5425312%
Property taxes5470-23%
Total$2,302$2,1696%
Per Boe:
LOE$5.89$5.841%
Gathering, processing & transportation$3.01$2.913%
Percent of oil, gas and NGL sales:
Production taxes6.7%6.6%2%

LOE and gathering, processing and transportation expenses increased for the first nine months of 2024 primarily due to increased activity.

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,
2024$ per BOE2023$ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin$3,938$31.13$4,009$34.54
Eagle Ford842$41.16789$41.26
Anadarko Basin329$15.00390$17.14
Williston Basin441$26.50445$30.06
Powder River Basin193$38.12208$40.41
Other45N/M44N/M
Total$5,788$30.19$5,885$32.86

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DD&A

Nine Months Ended September 30,
20242023Change
Oil and gas per Boe$11.54$10.2513%
Oil and gas$2,213$1,83621%
Other property and equipment71685%
Total$2,284$1,90420%

DD&A increased in the first nine months of 2024 primarily due to an increase in the oil and gas DD&A rate. The largest contributor to the higher rate was our 2023 drilling and development activity. DD&A also increased in the first nine months of 2024 due to higher volumes.

G&A

Nine Months Ended September 30,
20242023Change
G&A per Boe$1.80$1.669%
Labor and benefits$195$15724%
Non-labor1501407%
Total$345$29716%

G&A increased for the nine months ended 2024 primarily due to inflationary adjustments to our labor and benefits.

Other Items

Nine Months Ended September 30,
20242023Change in earnings
Commodity hedge valuation changes (1)$(34)$(245)$211
Marketing and midstream operations(48)(51)3
Exploration expenses1616—
Asset dispositions16(41)(57)
Net financing costs240231(9)
Restructuring and transaction costs8—(8)
Other, net6428(36)
$104

(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.

During the third quarter of 2024, we issued $3.25 billion of debt to partially fund the Grayson Mill acquisition. Additionally, we retired $472 million of debt in the third quarter of 2024. The net impact of this debt activity is expected to increase our annual net financing costs by approximately $180 million. For additional information, see Note 11 in "Part I. Financial Information - Item 1. Financial Statements" in this report.

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Income Taxes

Nine Months Ended September 30,
20242023
Current expense$340$360
Deferred expense243212
Total expense$583$572
Current tax rate12%11%
Deferred tax rate8%7%
Effective income tax rate20%18%

For discussion on income taxes, see Note 5 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, 2024 and 2023.

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Operating cash flow$1,663$1,725$4,936$4,807
Grayson Mill acquired cash147—147—
Capital expenditures(877)(882)(2,719)(2,973)
Acquisitions of property and equipment(3,602)(23)(3,692)(54)
Divestitures of property and equipment—11823
Investment activity, net(17)7(43)(28)
Debt activity, net2,747(242)2,747(242)
Repurchases of common stock(295)—(756)(745)
Common stock dividends(272)(312)(794)(1,370)
Noncontrolling interest activity, net1018(15)
Other3(2)(51)(96)
Net change in cash, cash equivalents and restricted cash$(493)$273$(199)$(693)
Cash, cash equivalents and restricted cash at end of period$676$761$676$761

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 and share repurchases.

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,
2024202320242023
Delaware Basin$516$507$1,589$1,735
Eagle Ford177183536573
Anadarko Basin5522174163
Williston Basin3382117264
Powder River Basin5846144125
Other1244
Total oil and gas8408422,5642,864
Midstream12177951
Other25237658
Total capital expenditures$877$882$2,719$2,973

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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 2024 represented approximately 55% of our operating cash flow.

Acquisitions of Property and Equipment

During the third quarter of 2024, we acquired the Williston Basin business of Grayson Mill. The transaction consisted of $3.5 billion of cash and approximately 37.3 million shares of Devon common stock. 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 2024 and 2023, 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 2024 and 2023, Devon received distributions from our investments of $35 million and $24 million, respectively. Devon contributed $78 million and $52 million to our investments during the first nine months of 2024 and 2023, respectively.

Debt Activity

In the third quarter of 2024, Devon issued $1.25 billion of 5.20% senior notes due 2034 and $1.0 billion of 5.75% senior notes due 2054. Additionally, in the third quarter of 2024, Devon borrowed $1.0 billion on the Term Loan. These debt issuances helped fund the Grayson Mill acquisition. In the third quarter of 2024, Devon retired $472 million of debt. For additional information, see Note 11 in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Shareholder Distributions and Stock Activity

We repurchased approximately 16.3 million shares of common stock for $744 million and approximately 13.9 million shares of common stock for $745 million under the share repurchase program authorized by our Board of Directors in the first nine months of 2024 and 2023, respectively. For additional information, see Note 14 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 2024 and 2023. Devon has raised its fixed dividend multiple times over the past two calendar years and most recently raised it by 10% from $0.20 to $0.22 per share in the first quarter of 2024. In addition to the fixed quarterly dividend, we paid a variable dividend in the first, second and third quarters of 2024 and 2023.

FixedVariableTotalRate Per Share
2024:
First quarter$143$156$299$0.44
Second quarter13885223$0.35
Third quarter136136272$0.44
Total year-to-date$417$377$794
2023:
First quarter$133$463$596$0.89
Second quarter128334462$0.72
Third quarter127185312$0.49
Total year-to-date$388$982$1,370

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Noncontrolling Interest Activity, net

During the first nine months of 2024 and 2023, we distributed $36 million and $33 million, respectively, to our noncontrolling interests in CDM. During the first nine months of 2024 and 2023, we received $44 million and $18 million, respectively, in contributions from our noncontrolling interests.

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.

On September 27, 2024, Devon acquired the Williston Basin business of Grayson Mill. This acquisition adds a high-margin production mix that enhances our position and efficiently expands our operating scale and production. The acquisition delivers sustainable accretion to earnings and free cash flow further supporting our cash-return business model, which moderates growth, emphasizes capital efficiencies and prioritizes cash returns to shareholders.

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 return cash to shareholders.

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 2024, we held approximately $700 million 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, 2024 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 2024. The currently elevated level of cost inflation has eroded, and could continue to erode, our cost efficiencies gained over previous years and pressure our margins for the foreseeable future. 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

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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, 2024, 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, 2024, 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 our Term Loan or any credit facility borrowings and the ability to economically access debt markets in the future.

Cash Returns to Shareholders

We are committed to returning cash to shareholders through dividends and share repurchases. 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. In addition to the fixed quarterly dividend, we may pay a variable dividend or complete share repurchases. Each quarter’s free cash flow, which is a non-GAAP measure, is computed as operating cash flow (a GAAP measure) before balance sheet changes less capital expenditures. 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 2024, Devon announced a fixed cash dividend in the amount of $0.22 per share for approximately $144 million payable in the fourth quarter of 2024. Devon has elected not to declare a variable dividend to be paid in the fourth quarter of 2024.

Our Board of Directors has authorized a $5.0 billion share repurchase program that expires June 30, 2026. Through October 2024, we had executed $3.1 billion of the authorized program.

Capital Expenditures

Our capital expenditures budget for the remainder of 2024 is expected to be approximately $950 million, including $150 million of incremental capital expenditures related to the Grayson Mill acquisition.

Critical Accounting Est****imates

Purchase Accounting

Periodically we acquire assets and assume liabilities in transactions accounted for as business combinations, such as the acquisition of the Williston Basin business of Grayson Mill. In connection with the acquisition, we allocated the $5.0 billion of purchase price consideration to the assets acquired and liabilities assumed based on estimated fair values as of the date of the acquisition. The preliminary purchase price assessment remains an ongoing process and is subject to change for up to one year subsequent to the closing date of the acquisition.

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We made a number of assumptions in estimating the fair value of assets acquired and liabilities assumed in the acquisition. The most significant assumptions relate to the estimated fair values of proved and unproved oil and gas properties. Since sufficient market data was not available regarding the fair values of proved and unproved oil and gas properties, we prepared estimates and engaged third-party valuation experts. Significant judgments and assumptions are inherent in these estimates and include, among other things, estimates of reserve quantities, estimates of future commodity prices, drilling plans, expected development costs, lease operating costs, reserve risk adjustment factors and an estimate of an applicable market participant discount rate that reflects the risk of the underlying cash flow estimates.

Estimated fair values ascribed to assets acquired can have a significant impact on future results of operations presented in Devon’s financial statements. A higher fair value ascribed to a property results in higher DD&A expense, which results in lower net earnings. Fair values are based on estimates of future commodity prices, reserve quantities, development costs and operating costs. In the event that future commodity prices or reserve quantities are lower than those used as inputs to determine estimates of acquisition date fair values, the likelihood increases that certain costs may be determined to not be recoverable.

For additional information regarding our critical accounting policies and estimates, see our 2023 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, fair value changes in derivative financial instruments and restructuring and transaction costs.

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
2024:
Earnings attributable to Devon (GAAP)$1,064$825$812$1.30$2,872$2,289$2,252$3.59
Adjustments:
Asset dispositions————1612120.02
Asset and exploration impairments111—222—
Deferred tax asset valuation allowance—(7)(7)(0.01)—(4)(4)(0.01)
Fair value changes in financial instruments(167)(129)(129)(0.20)3730300.05
Restructuring and transaction costs8660.018660.01
Core earnings attributable to Devon (Non-GAAP)$906$696$683$1.10$2,935$2,335$2,298$3.66
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

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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,
2024202320242023
Net earnings (GAAP)$825$920$2,289$2,621
Financing costs, net8881240231
Income tax expense239152583572
Exploration expenses431616
Depreciation, depletion and amortization7946512,2841,904
Asset dispositions——16(41)
Share-based compensation24227470
Derivative and financial instrument non-cash valuation changes(166)18334245
Restructuring and transaction costs8—8—
Accretion on discounted liabilities and other37136428
EBITDAX (Non-GAAP)1,8532,0255,6085,646
Marketing and midstream revenues and expenses, net17124851
Commodity derivative cash settlements(61)11(139)(39)
General and administrative expenses, cash-based9377271227
Field-level cash margin (Non-GAAP)$1,902$2,125$5,788$5,885

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