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Item 1. Financial Statements

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Item 1. Financial Statements

DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(Unaudited)
Oil, gas and NGL sales$2,710$2,796$5,836$5,425
Oil, gas and NGL derivatives23623138(122)
Marketing and midstream revenues1,3381,0982,7622,210
Total revenues4,2843,9178,7367,513
Production expenses8997881,8111,539
Exploration expenses2033012
Marketing and midstream expenses1,3571,1082,7932,241
Depreciation, depletion and amortization9147681,8261,490
Asset impairments——254—
Asset dispositions(307)15(305)16
General and administrative expenses113114243228
Financing costs, net11676239152
Other, net1153827
Total expenses3,1232,8776,9295,705
Earnings before income taxes1,1611,0401,8071,808
Income tax expense244185381344
Net earnings9178551,4261,464
Net earnings attributable to noncontrolling interests18113324
Net earnings attributable to Devon$899$844$1,393$1,440
Net earnings per share:
Basic net earnings per share$1.42$1.35$2.18$2.29
Diluted net earnings per share$1.41$1.34$2.17$2.29
Comprehensive earnings:
Net earnings$917$855$1,426$1,464
Other comprehensive earnings, net of tax:
Pension and postretirement plans1122
Other comprehensive earnings, net of tax1122
Comprehensive earnings:$918$856$1,428$1,466
Comprehensive earnings attributable to noncontrolling interests18113324
Comprehensive earnings attributable to Devon$900$845$1,395$1,442

See accompanying notes to consolidated financial statements.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET****S

June 30, 2025December 31, 2024
(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and restricted cash$1,759$846
Accounts receivable1,8531,972
Inventory327294
Other current assets384315
Total current assets4,3233,427
Oil and gas property and equipment, based on successful efforts accounting, net23,42823,198
Other property and equipment, net ($203 million and $178 million related to CDM in 2025 and 2024, respectively)1,6871,813
Total property and equipment, net25,11525,011
Goodwill753753
Right-of-use assets185303
Investments640727
Other long-term assets374268
Total assets$31,390$30,489
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$885$806
Revenues and royalties payable1,4401,432
Short-term debt485485
Income taxes payable19023
Other current liabilities537563
Total current liabilities3,5373,309
Long-term debt8,3938,398
Lease liabilities113320
Asset retirement obligations839770
Other long-term liabilities1,008840
Deferred income taxes2,2082,148
Stockholders' equity:
Common stock, $0.10 par value. Authorized 1.0 billion shares; issued636 million and 651 million shares in 2025 and 2024, respectively6465
Additional paid-in capital5,8646,387
Retained earnings9,2528,166
Accumulated other comprehensive loss(120)(122)
Total stockholders’ equity attributable to Devon15,06014,496
Noncontrolling interests232208
Total equity15,29214,704
Total liabilities and equity$31,390$30,489

See accompanying notes to consolidated financial statements.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(Unaudited)
Cash flows from operating activities:
Net earnings$917$855$1,426$1,464
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation, depletion and amortization9147681,8261,490
Asset impairments——254—
Leasehold impairments71121
Accretion of liabilities3—9—
Total (gains) losses on commodity derivatives(236)(23)(138)122
Cash settlements on commodity derivatives67545778
(Gains) losses on asset dispositions(307)15(305)16
Deferred income tax expense18395979
Share-based compensation23275351
Other5—(17)3
Changes in assets and liabilities, net134(201)251(31)
Net cash from operating activities1,5451,5353,4873,273
Cash flows from investing activities:
Capital expenditures(956)(948)(1,890)(1,842)
Acquisitions of property and equipment(16)(82)(24)(90)
Divestitures of property, equipment and investments372150518
Distributions from investments11112022
Contributions to investments and other(8)(1)(10)(48)
Net cash from investing activities(597)(1,019)(1,399)(1,940)
Cash flows from financing activities:
Repurchases of common stock(249)(256)(550)(461)
Dividends paid on common stock(156)(223)(319)(522)
Contributions from noncontrolling interests—121424
Distributions to noncontrolling interests(14)(19)(23)(26)
Repayment of finance lease——(274)—
Shares exchanged for tax withholdings and other(5)(9)(24)(51)
Net cash from financing activities(424)(495)(1,176)(1,036)
Effect of exchange rate changes on cash1(1)1(3)
Net change in cash, cash equivalents and restricted cash52520913294
Cash, cash equivalents and restricted cash at beginning of period1,2341,149846875
Cash, cash equivalents and restricted cash at end of period$1,759$1,169$1,759$1,169
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$1,713$1,140$1,713$1,140
Restricted cash46294629
Total cash, cash equivalents and restricted cash$1,759$1,169$1,759$1,169

See accompanying notes to consolidated financial statements.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Other
AdditionalComprehensive
Common StockPaid-InRetainedEarningsTreasuryNoncontrollingTotal
SharesAmountCapitalEarnings(Loss)StockInterestsEquity
(Unaudited)
Three Months Ended June 30, 2025
Balance as of March 31, 2025644$64$6,096$8,506$(121)$—$228$14,773
Net earnings———899——18917
Other comprehensive earnings, net of tax————1——1
Common stock repurchased——(1)——(254)—(255)
Common stock retired(8)—(254)——254——
Common stock dividends———(153)———(153)
Share-based compensation——23————23
Distributions to noncontrolling interests——————(14)(14)
Balance as of June 30, 2025636$64$5,864$9,252$(120)$—$232$15,292
Three Months Ended June 30, 2024
Balance as of March 31, 2024633$63$5,718$6,509$(123)$—$174$12,341
Net earnings———844——11855
Other comprehensive earnings, net of tax————1——1
Common stock repurchased——(3)——(264)—(267)
Common stock retired(5)—(264)——264——
Common stock dividends———(221)———(221)
Share-based compensation——27————27
Contributions from noncontrolling interests——————1212
Distributions to noncontrolling interests——————(19)(19)
Balance as of June 30, 2024628$63$5,478$7,132$(122)$—$178$12,729
Six Months Ended June 30, 2025
Balance as of December 31, 2024651$65$6,387$8,166$(122)$—$208$14,704
Net earnings———1,393——331,426
Other comprehensive earnings, net of tax————2——2
Restricted stock grants, net of cancellations2———————
Common stock repurchased——(4)——(573)—(577)
Common stock retired(17)(1)(572)——573——
Common stock dividends———(307)———(307)
Share-based compensation——53————53
Contributions from noncontrolling interests——————1414
Distributions to noncontrolling interests——————(23)(23)
Balance as of June 30, 2025636$64$5,864$9,252$(120)$—$232$15,292
Six Months Ended June 30, 2024
Balance as of December 31, 2023636$64$5,939$6,195$(124)$(13)$156$12,217
Net earnings———1,440——241,464
Other comprehensive earnings, net of tax————2——2
Restricted stock grants, net of cancellations2———————
Common stock repurchased——(4)——(496)—(500)
Common stock retired(11)(1)(508)——509——
Common stock dividends———(503)———(503)
Share-based compensation1—51————51
Contributions from noncontrolling interests——————2424
Distributions to noncontrolling interests——————(26)(26)
Balance as of June 30, 2024628$63$5,478$7,132$(122)$—$178$12,729

See accompanying notes to consolidated financial statements.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.

S****ummary of Significant Accounting Policies

The accompanying unaudited interim financial statements and notes of Devon have been prepared pursuant to the rules and regulations of the SEC. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. The accompanying unaudited interim financial statements and notes should be read in conjunction with the financial statements and notes included in Devon’s 2024 Annual Report on Form 10-K. The accompanying unaudited interim financial statements in this report reflect all adjustments that are, in the opinion of management, necessary for a fair statement of Devon’s results of operations and cash flows for the three-month and six-month periods ended June 30, 2025 and 2024 and Devon’s financial position as of June 30, 2025.

On September 27, 2024, Devon 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 was accounted for using the acquisition method of accounting. See Note 2 for further discussion.

Variable Interest Entity

CDM is a joint venture entity formed by Devon and an affiliate of QL Capital Partners, LP. CDM provides gathering, compression and dehydration services for natural gas production in the Cotton Draw area of the Delaware Basin. Devon holds a controlling interest in CDM and the portions of CDM’s net earnings and equity not attributable to Devon’s controlling interest are shown separately as noncontrolling interests in the accompanying consolidated statements of comprehensive earnings and consolidated balance sheets. CDM is considered a VIE to Devon. The assets of CDM cannot be used by Devon for general corporate purposes and are included in, and disclosed parenthetically, on Devon's consolidated balance sheets. The carrying amount of liabilities related to CDM for which the creditors do not have recourse to Devon's assets are also included in, and disclosed parenthetically, if material, on Devon's consolidated balance sheets.

Disaggregation of Revenue

The following table presents revenue from contracts with customers that are disaggregated based on the type of good or service.

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Oil$2,174$2,413$4,588$4,602
Gas17857487185
NGL358326761638
Oil, gas and NGL sales2,7102,7965,8365,425
Oil8598011,7771,608
Gas246100517221
NGL233197468381
Marketing and midstream revenues1,3381,0982,7622,210
Total revenues from contracts with customers$4,048$3,894$8,598$7,635

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 intends to provide investors with enhanced information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid. This ASU will result in additional disclosures for annual reporting periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. This ASU will result in additional disclosures for Devon beginning with our 2025 annual reporting and interim periods beginning in 2026.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses. This ASU is effective for Devon beginning with its 2027 annual reporting and interim periods beginning in 2028. Devon is evaluating the impact this ASU will have on the disclosures that accompany its consolidated financial statements.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

2.

Acquisitions and Dive****stitures

Grayson Mill Acquisition

On September 27, 2024, Devon completed its acquisition of 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. Devon funded the cash portion of the purchase price through cash on hand and debt financing. For additional information regarding the debt financing, see Note 13.

Purchase Price Allocation

This transaction was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of Grayson Mill and its subsidiaries were recorded at their respective fair values as of the date of completion of the acquisition and added to Devon’s. Determining the fair value of the assets and liabilities of Grayson Mill required judgment and certain assumptions to be made, the most significant of these being related to the valuation of Grayson Mill’s oil and gas properties. The inputs and assumptions related to the oil and gas properties were categorized as level 3 in the fair value hierarchy.

The following table represents the allocation of the total purchase price of Grayson Mill to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date.

Final Purchase
Price Allocation
Consideration:
Devon common stock issued37.3
Devon closing price on September 27, 2024$38.96
Total common equity consideration$1,455
Cash consideration3,567
Total consideration$5,022
Assets acquired:
Cash, cash equivalents and restricted cash$147
Accounts receivable219
Inventory44
Other current assets9
Proved oil and gas property and equipment3,056
Unproved oil and gas property and equipment1,771
Other property and equipment, net210
Right-of-use assets29
Total assets acquired$5,485
Liabilities assumed:
Accounts payable$145
Revenue and royalties payable209
Other current liabilities16
Asset retirement obligations75
Lease liabilities18
Total liabilities assumed463
Net assets acquired$5,022

Asset Exchange

On April 1, 2025, Devon and BPX Energy dissolved their partnership and divided their acreage in the Eagle Ford Blackhawk field located in Texas' DeWitt County, resulting in increased operational flexibility for both parties. The assets exchanged were in close proximity and shared similar geological characteristics. The transaction was accounted for as an equal, non-monetary exchange, as it did not result in a significant change to the risks, expected future cash flows or the timing of those cash flows, and therefore was determined to lack commercial substance. As a result, the new acreage and underlying property costs were recorded at the historical cost of the assets exchanged.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Divestiture of Matterhorn Investment

During the second quarter of 2025, Devon sold its investment in Matterhorn for $372 million and recognized a pre-tax gain of $307 million ($239 million, net of tax), which was recorded to asset dispositions on the accompanying consolidated statements of comprehensive earnings. For additional information, see Note 12.

Contingent Earnout Payments

Devon was entitled to contingent earnout payments associated with the sale of its Barnett Shale assets in 2020 with upside participation beginning at a $2.75 Henry Hub natural gas price or a $50 WTI oil price. The contingent payment period commenced on January 1, 2021, and had a term of four years. Devon received $20 million in contingent earnout payments related to this transaction in the first six months of both 2025 and 2024.

3.

Derivative Fin****ancial Instruments

Objectives and Strategies

Devon enters into derivative financial instruments with respect to a portion of its oil, gas and NGL production to hedge future prices received. Additionally, Devon periodically enters into derivative financial instruments with respect to a portion of its oil, gas and NGL marketing activities. These commodity derivative financial instruments include financial price swaps, basis swaps and costless price collars.

Devon does not intend to hold or issue derivative financial instruments for speculative trading purposes and has elected not to designate any of its derivative instruments for hedge accounting treatment.

Counterparty Credit Risk

By using derivative financial instruments, Devon is exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instruments are placed with a number of counterparties whom Devon believes are acceptable credit risks. It is Devon’s policy to enter into derivative contracts only with investment-grade rated counterparties deemed by management to be competent and competitive market makers. Additionally, Devon’s derivative contracts generally contain provisions that provide for collateral payments if Devon’s or its counterparty’s credit rating falls below certain credit rating levels. As of June 30, 2025, Devon neither held cash collateral of its counterparties nor posted cash collateral to its counterparties.

Commodity Derivatives

As of June 30, 2025, Devon had the following open oil derivative positions. The first two tables present Devon’s oil derivatives that settle against the average of the prompt month NYMEX WTI futures price. The third table presents Devon’s oil derivatives that settle against the respective indices noted within the table.

Price SwapsPrice Collars
PeriodVolume (Bbls/d)Weighted Average Price ($/Bbl)Volume (Bbls/d)Weighted Average Floor Price ($/Bbl)Weighted Average Ceiling Price ($/Bbl)
Q3-Q4 20259,000$71.52105,000$66.35$75.36
Three-Way Price Collars
PeriodVolume (Bbls/d)Weighted Average Floor Sold Price ($/Bbl)Weighted Average Floor Purchased Price ($/Bbl)Weighted Average Ceiling Price ($/Bbl)
Q3-Q4 202513,000$50.77$65.00$77.37
Q1-Q4 202676,984$50.23$60.39$72.82

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Oil Basis Swaps
PeriodIndexVolume (Bbls/d)Weighted Average Differential to WTI ($/Bbl)
Q3-Q4 2025Midland Sweet63,000$1.00
Q3-Q4 2025NYMEX Roll11,484$1.04
Q1-Q4 2026Midland Sweet46,000$1.10
Q1-Q4 2027Midland Sweet10,000$1.05

As of June 30, 2025, Devon had the following open natural gas derivative positions. The first table presents Devon’s natural gas derivatives that settle against the Inside FERC first of the month Henry Hub index. The second table presents Devon’s natural gas derivatives that settle against the respective indices noted within the table.

Price SwapsPrice Collars
PeriodVolume (MMBtu/d)Weighted Average Price ($/MMBtu)Volume (MMBtu/d)Weighted Average Floor Price ($/MMBtu)Weighted Average Ceiling Price ($/MMBtu)
Q3-Q4 2025273,500$3.45170,000$3.00$3.80
Q1-Q4 2026247,500$3.80160,000$3.14$4.88
Natural Gas Basis Swaps
PeriodIndexVolume (MMBtu/d)Weighted Average Differential to Henry Hub ($/MMBtu)
Q3-Q4 2025Houston Ship Channel230,000$(0.35)
Q3-Q4 2025WAHA200,000$(1.53)
Q1-Q4 2026Houston Ship Channel50,000$(0.29)
Q1-Q4 2026WAHA70,000$(1.76)

As of June 30, 2025, Devon had the following open NGL derivative positions. Devon's NGL positions settle against the average of the prompt month OPIS Mont Belvieu, Texas index.

Price Swaps
PeriodProductVolume (Bbls/d)Weighted Average Price ($/Bbl)
Q3-Q4 2025Natural Gasoline3,000$63.35
Q3-Q4 2025Normal Butane323$39.90
Q3-Q4 2025Propane3,000$32.29

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Financial Statement Presentation

All derivative financial instruments are recognized at their current fair value as either assets or liabilities in the consolidated balance sheets. Amounts related to contracts allowed to be netted upon payment subject to a master netting arrangement with the same counterparty are reported on a net basis in the consolidated balance sheets. The table below presents a summary of these positions as of June 30, 2025 and December 31, 2024.

June 30, 2025December 31, 2024
Gross Fair ValueAmounts NettedNet Fair ValueGross Fair ValueAmounts NettedNet Fair ValueBalance Sheet Classification
Commodity derivatives:
Short-term derivative asset$190$(29)$161$78$(23)$55Other current assets
Long-term derivative asset10(5)55(4)1Other long-term assets
Short-term derivative liability(55)29(26)(37)23(14)Other current liabilities
Long-term derivative liability(41)5(36)(23)4(19)Other long-term liabilities
Total derivative asset$104$—$104$23$—$23

4.

Share-Base****d Compensation

The table below presents the share-based compensation expense included in Devon’s accompanying consolidated statements of comprehensive earnings.

Six Months Ended June 30,
20252024
G&A$46$50
Exploration expenses—1
Restructuring and transaction costs7—
Total$53$51
Related income tax benefit$8$18

Under its approved long-term incentive plan, Devon grants share-based awards to its employees. The following table presents a summary of Devon’s unvested restricted stock awards and units and performance share units granted under the plan.

Restricted Stock Awards & UnitsPerformance Share Units
Awards/UnitsWeighted Average Grant-Date Fair ValueUnitsWeighted Average Grant-Date Fair Value
(Thousands, except fair value data)
Unvested at 12/31/244,107$45.311,179$67.38
Granted2,530$34.17510$45.92
Vested(1,690)$40.25(272)$68.68
Forfeited(127)$40.82(110)$66.68
Unvested at 6/30/254,820$41.351,307(1)$58.79

(1)

A maximum of 2.6 million common shares could be awarded based upon Devon’s final TSR ranking.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The following table presents the assumptions related to the performance share units granted in 2025, as indicated in the previous summary table.

2025
Grant-date fair value$45.92
Risk-free interest rate4.29%
Volatility factor38.70%
Contractual term (years)2.89

The following table presents a summary of the unrecognized compensation cost and the related weighted average recognition period associated with unvested awards and units as of June 30, 2025.

Restricted StockPerformance
Awards/UnitsShare Units
Unrecognized compensation cost$140$26
Weighted average period for recognition (years)2.82.2

5.

Asset Impairments

In the first quarter of 2025, Devon rationalized two headquarters-related real estate assets, triggering assets held for sale and recording asset impairments of $254 million. Both transactions closed in the first quarter of 2025 and generated aggregate sales proceeds of $120 million.

6.

Inco****me Taxes

The following table presents Devon’s total income tax expense and a reconciliation of its effective income tax rate to the U.S. statutory income tax rate.

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Earnings before income taxes$1,161$1,040$1,807$1,808
Current income tax expense$226$146$322$265
Deferred income tax expense18395979
Total income tax expense$244$185$381$344
U.S. statutory income tax rate21%21%21%21%
State income taxes1%1%1%1%
Income tax credits(1%)(4%)(1%)(3%)
Effective income tax rate21%18%21%19%

The increase in current income tax expense during the second quarter of 2025 is due to the sale of Devon’s investment in Matterhorn. For additional information, see Note 12.

On July 4, 2025, the OBBB was signed into law. The OBBB includes permanent reinstatement of 100% bonus depreciation and the expensing of domestic research costs. Devon is currently assessing the effects of the OBBB and, based on the enactment date, will recognize the impacts beginning in the third quarter of 2025. Devon anticipates that its current tax rates will be lower for the remainder of 2025 and in future periods.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

7.

Net Earnings Per Share

The following table reconciles net earnings available to common shareholders and weighted-average common shares outstanding used in the calculations of basic and diluted net earnings per share.

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Net earnings$899$844$1,393$1,440
Common shares:
Average common shares outstanding - basic635626640628
Dilutive effect of potential common shares issuable1212
Average common shares outstanding - diluted636628641630
Net earnings per share available to common shareholders:
Basic$1.42$1.35$2.18$2.29
Diluted$1.41$1.34$2.17$2.29

8.

Other Comprehensive Earnings (Loss)

Components of other comprehensive earnings (loss) consist of the following:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Pension and postretirement benefit plans:
Beginning accumulated pension and postretirement benefits$(121)$(123)$(122)$(124)
Recognition of net actuarial loss and prior service cost in earnings (1)2233
Income tax expense(1)(1)(1)(1)
Accumulated other comprehensive loss, net of tax$(120)$(122)$(120)$(122)

(1)

Recognition of net actuarial loss and prior service cost are included in the computation of net periodic benefit cost, which is a component of other, net in the accompanying consolidated statements of comprehensive earnings.

9.

Supplemental Information to Statements of Cash Flows

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Changes in assets and liabilities, net:
Accounts receivable$183$81$120$(15)
Other current assets15(84)(20)(107)
Other long-term assets(16)(16)(101)33
Accounts payable and revenues and royalties payable(162)4286185
Other current liabilities141(224)84(108)
Other long-term liabilities(27)—82(19)
Total$134$(201)$251$(31)
Supplementary cash flow data:
Interest paid$101$112$261$175
Income taxes paid$152$388$152$384

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

10.

Accounts Receivable

Components of accounts receivable include the following:

June 30, 2025December 31, 2024
Oil, gas and NGL sales$1,048$1,130
Joint interest billings282341
Marketing and midstream revenues505465
Other2542
Gross accounts receivable1,8601,978
Allowance for doubtful accounts(7)(6)
Net accounts receivable$1,853$1,972

11.

Property, Plan****t and Equipment

The following table presents the aggregate capitalized costs related to Devon’s oil and gas and non-oil and gas activities.

June 30, 2025December 31, 2024
Property and equipment:
Proved$55,745$53,647
Unproved and properties under development2,7332,814
Total oil and gas58,47856,461
Less accumulated DD&A(35,050)(33,263)
Oil and gas property and equipment, net23,42823,198
Other property and equipment2,5652,671
Less accumulated DD&A(878)(858)
Other property and equipment, net (1)1,6871,813
Property and equipment, net$25,115$25,011

(1)

$203 million and $178 million related to CDM in 2025 and 2024, respectively.

12.

Investments

The following table presents Devon's investments shown on the consolidated balance sheets.

Carrying Amount
Investments% InterestJune 30, 2025December 31, 2024
Catalyst50%$261$273
Water JV30%223216
Fervo17%108115
Matterhorn12.5%—69
OtherVarious4854
Total$640$727

During the second quarter of 2025, Devon sold its investment in Matterhorn for $372 million and recognized a pre-tax gain of $307 million ($239 million, net of tax), which was recorded to asset dispositions in the accompanying consolidated statements of comprehensive earnings.

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DEVON ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

13.

Debt and Re****lated Expenses

See below for a summary of debt instruments and balances. The notes, debentures and Term Loan reflected below are senior, unsecured obligations of Devon.

June 30, 2025December 31, 2024
5.85% due December 15, 2025$485$485
7.50% due September 15, 20277373
5.25% due October 15, 2027390390
5.875% due June 15, 2028325325
4.50% due January 15, 2030585585
7.875% due September 30, 2031675675
7.95% due April 15, 2032366366
5.20% due September 15, 20341,2501,250
5.60% due July 15, 20411,2501,250
4.75% due May 15, 2042750750
5.00% due June 15, 2045750750
5.75% due September 15, 20541,0001,000
Term Loan due September 25, 20261,0001,000
Net premium on debentures and notes3037
Debt issuance costs(51)(53)
Total debt$8,878$8,883
Less amount classified as short-term debt485485
Total long-term debt$8,393$8,398

Credit Lines

Devon has a $3.0 billion revolving Senior Credit Facility, and, in the first quarter of 2025, Devon exercised its option to extend the Senior Credit Facility maturity date from March 24, 2029 to March 24, 2030. Devon has the option to extend the March 24, 2030 maturity date by an additional year subject to lender consent. As of June 30, 2025, Devon had no outstanding borrowings under the Senior Credit Facility and had issued $4 million in outstanding letters of credit under this facility. The Senior Credit Facility contains only one material financial covenant. This covenant requires Devon's ratio of total funded debt to total capitalization, as defined in the credit agreement, to be no greater than 65%. Under the terms of the credit agreement, total capitalization is adjusted to add back non-cash financial write-downs such as impairments. As of June 30, 2025, Devon was in compliance with this covenant with a debt-to-capitalization ratio of 25.9%.

Term Loan Credit Agreement

In August 2024, Devon entered into a delayed draw term loan credit agreement (the “Term Loan Credit Agreement”), providing for delayed draw term loans in an aggregate principal amount not to exceed $2.0 billion, including a 364-day tranche of $500 million and a two-year tranche of $1.5 billion. On September 27, 2024, Devon borrowed $1.0 billion on the two-year tranche (the “Term Loan”) to partially fund the closing of the Grayson Mill acquisition. In connection with the borrowing of the Term Loan, the undrawn commitments under the Term Loan Credit Agreement automatically terminated. The Term Loan bears interest at a rate based on term SOFR plus a spread adjustment that varies based on Devon's credit ratings. The interest rate on the Term Loan was 5.8% as of June 30, 2025.

The Term Loan Credit Agreement contains substantially the same financial covenant as the Senior Credit Facility. As of June 30, 2025, Devon was in compliance with this covenant with a debt-to-capitalization ratio of 25.9%.

Issuance of Senior Notes

In August 2024, Devon issued $1.25 billion of 5.20% senior notes due 2034 and $1.0 billion of 5.75% senior notes due 2054. Devon used the net proceeds to partially fund the Grayson Mill acquisition. For additional information, see Note 2.

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(Unaudited)

Retirement of Senior Notes

On September 15, 2024, Devon repaid $472 million of 5.25% senior notes at maturity.

In September 2025, Devon will early redeem the $485 million of 5.85% senior notes due in December 2025 pursuant to the “par-call” rights set forth in the indenture document.

Net Financing Costs

The following schedule includes the components of net financing costs.

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Net financing costs:
Interest based on debt outstanding$126$88$253$175
Interest income(14)(14)(24)(27)
Other42104
Total net financing costs$116$76$239$152

14.

Le****ases

Devon’s operating lease right-of-use assets relate to real estate, drilling rigs and other equipment related to the exploration, development and production of oil and gas. As of June 30, 2025, Devon’s financing lease right-of-use assets primarily relate to equipment related to the exploration, development and production of oil and gas. During the first quarter of 2025, Devon extinguished an approximately $300 million real estate finance lease by making a cash payment of $274 million and recognized a gain on early lease extinguishment in other, net related to the difference on the accompanying consolidated statement of comprehensive earnings. For additional information, see Note 5.

The following table presents Devon’s right-of-use assets and lease liabilities as of June 30, 2025 and December 31, 2024.

June 30, 2025December 31, 2024
FinanceOperatingTotalFinanceOperatingTotal
Right-of-use assets$18$167$185$248$55$303
Lease liabilities:
Current lease liabilities (1)$5$67$72$25$28$53
Long-term lease liabilities1310011329327320
Total lease liabilities (2)$18$167$185$318$55$373

(1)

Current lease liabilities are included in other current liabilities on the consolidated balance sheets.

(2)

Devon has entered into certain leases of equipment related to the exploration, development and production of oil and gas that had terms not yet commenced as of June 30, 2025 and are therefore excluded from the amounts shown above.

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15.

Asset Retir****ement Obligations

The following table presents the changes in Devon’s asset retirement obligations.

Six Months Ended June 30,
20252024
Asset retirement obligations as of beginning of period$807$665
Liabilities incurred2115
Liabilities settled and divested(22)(16)
Revision and reclassification of estimated obligation5535
Accretion expense on discounted obligation2418
Asset retirement obligations as of end of period885717
Less current portion4626
Asset retirement obligations, long-term$839$691

During the first six months of 2025 and 2024, Devon increased its asset retirement obligations by approximately $55 million and $35 million, respectively, primarily due to changes in current cost estimates and future retirement dates for its oil and gas assets.

16.

Stockhol****ders’ Equity

Share Issuance

On September 27, 2024, Devon completed its acquisition of the Williston Basin business of Grayson Mill for total consideration of approximately $5.0 billion. The transaction consisted of $3.5 billion of cash and approximately 37.3 million shares of Devon common stock at $38.96 per share for total equity consideration of approximately $1.5 billion, including purchase price adjustments.

Share Repurchases

Devon's Board of Directors has authorized a $5.0 billion share repurchase program with a June 30, 2026 expiration date. The table below provides information regarding purchases of Devon’s common stock under the $5.0 billion share repurchase program (shares in thousands).

Total Number of Shares PurchasedDollar Value of Shares PurchasedAverage Price Paid per Share
$5.0 Billion Plan
202113,983$589$42.15
202211,708718$61.36
202319,350992$51.23
2024:
First quarter4,428193$43.47
Second quarter5,188256$49.40
Third quarter6,675295$44.23
Fourth quarter7,653300$39.22
2024 Total23,9441,044$43.61
2025:
First quarter8,505301$35.33
Second quarter7,866249$31.78
2025 Total16,371550$33.62
Total plan85,356$3,893$45.62

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Dividends

Devon pays a quarterly dividend which can be comprised of a fixed dividend and a variable dividend. The variable dividend is dependent on quarterly cash flows, among other factors. Devon has raised its fixed dividend multiple times over the past two calendar years and most recently raised it by 9% from $0.22 to $0.24 per share in the first quarter of 2025. The following table summarizes Devon’s dividends for the first six months of 2025 and 2024, respectively.

DividendsRate Per Share
2025:
First quarter$163$0.24
Second quarter156$0.24
Total year-to-date$319
2024:
First quarter$299$0.44
Second quarter223$0.35
Total year-to-date (1)$522

(1)

During the first six months of 2024, Devon paid variable dividends totaling $241 million in addition to its recurring fixed dividend.

In August 2025, Devon announced a fixed cash dividend in the amount of $0.24 per share for approximately $151 million payable in the third quarter of 2025.

Noncontrolling Interests

The noncontrolling interests’ share of CDM’s net earnings and the contributions from and distributions to the noncontrolling interests are presented as components of equity.

On August 1, 2025, Devon completed the acquisition of all the outstanding noncontrolling interests in CDM for $260 million. As a result of this transaction, Devon owns 100% of the equity interests in CDM. The acquisition of the noncontrolling interests will be accounted for as an equity transaction. Accordingly, the difference between the carrying amount of the noncontrolling interests and the consideration paid will be recognized in Devon's additional paid in capital in the consolidated balance sheet.

17.

Com****mitments and Contingencies

Devon is party to various legal actions arising in connection with its business. Matters that are probable of unfavorable outcome to Devon and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, Devon’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. None of the actions are believed by management to likely involve future amounts that would be material to Devon’s financial position or results of operations after consideration of recorded accruals. Actual amounts could differ materially from management’s estimates.

Royalty Matters

Numerous oil and natural gas producers and related parties, including Devon, have been named in various lawsuits alleging royalty underpayments. Devon is currently named as a defendant in a number of such lawsuits, including some lawsuits in which the plaintiffs seek to certify classes of similarly situated plaintiffs. Among the allegations typically asserted in these suits are claims that Devon used below-market prices, made improper deductions, paid royalty proceeds in an untimely manner without including required interest, used improper measurement techniques and entered into gas purchase and processing arrangements with affiliates that resulted in underpayment of royalties in connection with oil, natural gas and NGLs produced and sold. Devon is also involved in governmental agency proceedings and royalty audits and is subject to related contracts and regulatory controls in the ordinary course of business, some that may lead to additional royalty claims. As of June 30, 2025, Devon has accrued approximately $40 million in other current liabilities pertaining to such royalty matters.

Environmental and Climate Change Matters

Devon’s business is subject to numerous federal, state, tribal and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Failure to comply with these laws and regulations may result

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in the assessment of administrative, civil and criminal fines and penalties, as well as remediation costs. Although Devon believes that it is in substantial compliance with applicable environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on its business, there can be no assurance that this will continue in the future.

The Company has previously received separate NOVs from the EPA alleging emissions and permitting violations relating to certain of our historic operations in North Dakota, western Texas and New Mexico, respectively. The Company has been engaging with the EPA to resolve each of these matters, and Devon is actively negotiating a draft consent decree with the EPA and the Department of Justice with respect to the North Dakota NOV matter. If finalized, the consent decree may include monetary sanctions and obligations to complete mitigation projects and implement specific injunctive relief. Given that negotiations of the draft consent decree are ongoing and the uncertainty as to the ultimate result of the North Dakota NOV matter, we are currently unable to provide an estimate of potential loss; however, the costs associated with the resolution of the North Dakota NOV matter or any of the other NOV matters could be significant in amount and may include monetary penalties.

Beginning in 2013, various parishes in Louisiana filed suit against numerous oil and gas companies, including Devon, alleging that the companies’ operations and activities in certain fields violated the State and Local Coastal Resource Management Act of 1978, as amended, and caused substantial environmental contamination, subsidence and other environmental damages to land and water bodies located in the coastal zone of Louisiana. The plaintiffs’ claims against Devon relate primarily to the operations of several of Devon’s corporate predecessors. The plaintiffs seek, among other things, payment of the costs necessary to clear, re-vegetate and otherwise restore the allegedly impacted areas. Although Devon cannot predict the ultimate outcome of these matters, Devon denies the allegations in these lawsuits and intends to vigorously defend against these claims.

The State of Delaware has filed legal proceedings against numerous oil and gas companies, including Devon, seeking relief to abate alleged impacts of climate change. These proceedings include far-reaching claims for monetary damages and injunctive relief. Although Devon cannot predict the ultimate outcome of this matter, Devon denies the allegations asserted in this lawsuit and intends to vigorously defend against these claims.

Other Indemnifications and Legacy Matters

Pursuant to various sale agreements relating to divested businesses and assets, Devon has indemnified various purchasers against liabilities that they may incur with respect to the businesses and assets acquired from Devon. Additionally, federal, state and other laws in areas of former operations may require previous operators (including corporate successors of previous operators) to perform or make payments in certain circumstances where the current operator may no longer be able to satisfy the applicable obligation. Such obligations may include plugging and abandoning wells, removing production facilities, undertaking other restorative actions or performing requirements under surface agreements in existence at the time of disposition. For example, a predecessor entity of a Devon subsidiary previously sold certain private, state and federal oil and gas leases covering properties in shallow waters off the coast of Louisiana in the Gulf of America. These assets are generally referred to as the East Bay Field. The current operator of the East Bay Field has filed for protection under Chapter 11 of the U.S. Bankruptcy Code and will likely be unable to satisfy the eventual decommissioning obligations associated with the East Bay Field. Other companies in the chain of title of the East Bay Field have also sought bankruptcy protection and will also likely be unable to satisfy the eventual decommissioning obligations associated with the East Bay Field.

In March 2025, Devon received an order from the Department of the Interior, Bureau of Safety and Environmental Enforcement to decommission assets located on certain federal leases in the East Bay Field (the “Federal Assets”). As a result, during the first quarter of 2025, Devon recorded a contingent liability of $125 million within other liabilities in the consolidated balance sheet, reflecting the estimated costs of decommissioning the Federal Assets. The Company expects to be able to access funds available under certain bonds and a cash security account as and when Devon performs and pays these decommissioning obligations. Devon believes the funds will likely cover approximately $100 million of the estimated decommissioning costs for the Federal Assets. Accordingly, during the first quarter of 2025, Devon recorded an approximately $100 million receivable related to these sources of funds within other assets in the consolidated balance sheet. The remaining $25 million difference of the recorded decommissioning obligation and such sources of funds was recognized in the first quarter of 2025 in other, net on the consolidated statement of comprehensive earnings. Devon may also be required to perform or fund decommissioning obligations associated with the East Bay Field under state and federal regulations applicable to predecessor operators beyond amounts accrued. Factors impacting this contingency include, among others: (i) the ultimate outcome of the ongoing bankruptcy proceedings, including with respect to state lease assets included in the East Bay Field, (ii) the actual costs to decommission the Federal Assets relative to the estimates, which are subject to numerous assumptions and uncertainties, and (iii) Devon's ability to successfully access funds under decommissioning bonds and other sources.

As of June 30, 2025, Devon has accrued approximately $200 million of contingent liabilities related to such decommissioning legacy matters, including liabilities associated with the East Bay Field.

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18.

Fair Value Measurements

The following table provides carrying value and fair value measurement information for certain of Devon’s financial assets and liabilities. The carrying values of cash, accounts receivable, other current receivables, accounts payable, other current payables, accrued expenses and lease liabilities included in the accompanying consolidated balance sheets approximated fair value at June 30, 2025 and December 31, 2024, as applicable. Therefore, such financial assets and liabilities are not presented in the following table.

Fair Value Measurements Using:
CarryingTotal FairLevel 1Level 2Level 3
AmountValueInputsInputsInputs
June 30, 2025 assets (liabilities):
Cash equivalents$1,192$1,192$1,192$—$—
Commodity derivatives$166$166$—$166$—
Commodity derivatives$(62)$(62)$—$(62)$—
Debt$(8,878)$(8,600)$—$(8,600)$—
December 31, 2024 assets (liabilities):
Cash equivalents$319$319$319$—$—
Commodity derivatives$56$56$—$56$—
Commodity derivatives$(33)$(33)$—$(33)$—
Debt$(8,883)$(8,520)$—$(8,520)$—
Contingent earnout payments$20$20$—$—$20

The following methods and assumptions were used to estimate the fair values in the table above.

Level 1 Fair Value Measurements

Cash equivalents – Amounts consist primarily of money market investments and the fair value approximates the carrying value.

Level 2 Fair Value Measurements

Commodity derivatives – The fair value of commodity derivatives is estimated using internal discounted cash flow calculations based upon forward curves and data obtained from independent third parties for contracts with similar terms or data obtained from counterparties to the agreements.

Debt – Devon’s debt instruments do not consistently trade actively in an established market. The fair values of our debt are estimated based on rates available for debt with similar terms and maturity when active trading is not available. Our variable rate debt is non-public and consists of our Term Loan. The fair value of our variable rate debt approximates the carrying value as the underlying SOFR resets every month based on the prevailing market rate.

Level 3 Fair Value Measurements

Contingent Earnout Payments – Devon had the right to receive contingent consideration related to the Barnett asset divestiture based on future oil and gas prices. These values were derived using a Monte Carlo valuation model and qualified as a level 3 fair value measurement. For additional information, see Note 2.

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19.

Reportable Segments

Devon is a leading independent energy company engaged primarily in the exploration, development and production of oil, natural gas and NGLs. Devon’s oil and gas exploration and production activities are solely focused in the U.S. For financial reporting purposes, Devon aggregates its U.S. operating segments into one reporting segment due to the similar nature of these operations.

Devon’s chief operating decision maker is the executive committee, which includes the chief executive officer, chief operating officers and chief financial officer. To assess the performance of our assets, we use net earnings. We believe net earnings provides information useful in assessing our operating and financial performance across periods.

The following table reflects Devon's net earnings, assets and capital expenditures for the time periods presented below.

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Total revenues$4,284$3,917$8,736$7,513
LOE483383962763
Gathering, processing & transportation219197423377
Production and property taxes197208426399
Total significant expenses8997881,8111,539
Marketing and midstream expenses1,3571,1082,7932,241
DD&A9147681,8261,490
G&A113114243228
Financing costs, net11676239152
Income tax expense244185381344
Other segment items (1)(276)231755
Total expenses3,3673,0627,3106,049
Net earnings$917$855$1,426$1,464
Total assets$31,390$25,162$31,390$25,162
Capital expenditures, including acquisitions$948$971$1,920$1,916

(1)

Other segment items included in segment net earnings are exploration expenses, asset impairments, asset dispositions and other, net.

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