Introduction



The following discussion and analysis presents management's perspective of our
business, financial condition and overall performance. This information is
intended to provide investors with an understanding of our past performance,
current financial condition and outlook for the future and should be read in
conjunction with "Item 8. Financial Statements and Supplementary Data" of this
report.

Overview of 2019 Results

During 2019, we completed our transformation to a U.S. oil growth company with
our exit from Canada and pending sale of the Barnett Shale. These transactions
accelerate efforts to focus exclusively on our resource-rich U.S. oil portfolio,
which provides us with a strong foundation to grow returns, margin and
profitability. By operating under a disciplined returns-driven strategy focused
on delivering strong operational results, financial strength and value to our
shareholders and continuing our commitment to environmental, social and
governance excellence, we completed our transformation to "New Devon" and made
significant progress toward our cost reduction objectives as evidenced by these
2019 highlights:

• Closed on the sale of our Canadian business for $2.6 billion ($3.4 billion

Canadian dollars) in June 2019.

• Announced the sale of our Barnett Shale assets for $770 million (expected

closing in the second quarter of 2020).

• Completed workforce reduction and other cost reduction initiatives,

reaching approximately $240 million of annualized G&A savings.

• Improved capital efficiency by reducing capital expenditures approximately

10% and increasing oil production 21% compared to 2018.

• Retired $1.7 billion of senior notes, reducing annualized financing costs

by $60 million.

• Repurchased $4.8 billion of our total $5.8 billion share repurchase


        authorizations, representing an outstanding share count reduction of
        nearly 30% since the program's inception.

• Increased our quarterly common stock dividend 12.5% to $0.09 per share

beginning in the second quarter of 2019.

Increased Delaware Basin and Powder River Basin production over 60% in

2019 compared to 2018.




    •   Reduced methane emissions by nearly 20% over the last three years and
        established a target to further reduce methane intensity rates by 2025.

• Exited 2019 with $1.8 billion of cash, inclusive of $380 million

restricted for discontinued operations, $3.0 billion of available credit


        under our Senior Credit Facility and have no debt maturities until 2025.




               [[Image Removed]]                   As presented in the graph at
                                                   the left, our operating
                                                   achievements are subject to
                                                   the volatility of commodity
                                                   prices. Over the last four
                                                   years, NYMEX WTI oil and
                                                   NYMEX Henry Hub prices ranged
                                                   from average highs of $64.79
                                                   per Bbl and $3.11 per MMBtu,
                                                   respectively, to average lows
                                                   of $43.36 per Bbl and $2.46
                                                   per MMBtu, respectively.



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  Index to Financial Statements



Trends of our annual earnings, operating cash flow, EBITDAX and capital
expenditures are shown below. The annual earnings chart presents amounts
pertaining to both Devon's continuing and discontinued operations. The annual
cash flow chart presents amounts pertaining to Devon's continuing operations.
"Core earnings" and "EBITDAX" are financial measures not prepared in accordance
with GAAP. For a description of these measures, including reconciliations to the
comparable GAAP measures, see "Non-GAAP Measures" in this Item 7.



[[Image Removed]]



Our net earnings in recent years have been significantly impacted by divestiture
transactions and temporary, noncash adjustments to the value of our commodity
hedges. Net earnings in 2017 included a $0.1 billion gain on asset dispositions
from continuing operations and a $0.2 billion hedge valuation gain, both net of
taxes. Net earnings in 2018 included a $2.2 billion gain on our EnLink
disposition, a $0.5 billion hedge valuation gain and a $0.2 billion gain on
asset dispositions from continuing operations, all net of taxes. Net earnings in
2019 included a $0.4 billion hedge valuation loss, $0.2 billion net gains and
charges related to our Canadian disposition and a $0.6 billion asset impairment
related to our Barnett Shale disposition, all net of taxes. Excluding these
amounts, our core earnings have been more stable over recent years but continue
to be heavily influenced by commodity prices.



[[Image Removed]]



Like earnings, our operating cash flow is sensitive to volatile commodity
prices. EBITDAX, which excludes financial amounts related to discontinued
operations, has been increasing over the past three years as a result of our New
Devon production growth and cost reductions. Regardless of cash flow
fluctuations, we remain focused on managing our capital investment to generate
free cash flow. As operating cash flow has declined, we have adjusted our
capital development plans accordingly.


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Business and Industry Outlook

Devon marked its 48th anniversary in the oil and gas business and its 31st year
as a public company during 2019. As an established company with a strong
leadership team, we have experience operating through periods of volatile
commodity prices. With our focused strategy and portfolio of quality assets, we
are committed to navigating the current environment while safeguarding our
long-term financial strength.

Market prices for crude oil and natural gas are inherently volatile. In 2019,
WTI oil prices averaged approximately $57.02/Bbl versus $64.79/Bbl in 2018.
Despite price support in the first half of 2019 driven by supply tightness and
geopolitical tensions, 2019 WTI oil prices overall were negatively impacted by
trade concerns and economic slowdown fears, even with strong supply and demand
fundamentals. Looking ahead, crude oil has experienced near term downward
pressure as a result of softer demand from the growing impact of the coronavirus
related crisis. Positive factors that could reduce these recent negative factors
and create more demand for crude oil are the extension of OPEC cuts through
2020, as well as the International Maritime Organization 2020 regulations.

Henry Hub gas prices averaged approximately $2.63/MMBtu in 2019 versus
$3.09/MMBtu in 2018. Mt. Belvieu Blended Index NGL prices averaged approximately
$19.22/Bbl in 2019 versus $28.31/Bbl in 2018. Natural gas and NGL prices faced
strong headwinds in 2019 due to U.S. supply growth far outpacing demand for both
commodities domestically and internationally. These factors continue to weigh on
current natural gas and NGL prices.

As discussed in our   Critical Accounting Estimates  , our STACK assets are
susceptible to a material asset impairment should prices decrease from current
levels. While such an impairment would materially impact our reported net
earnings, it would not impact our operating cash flow or our current near-term
drilling plans.

To mitigate our exposure to commodity price volatility and ensure our financial
strength, we continue to execute a disciplined, risk-management hedging program.
Our hedging program incorporates both systematic hedges added on a regular basis
and discretionary hedges layered in on an opportunistic basis to take advantage
of favorable market conditions. We are adding 2020 positions at desirable
prices, and we currently have approximately 40% of our anticipated oil volumes
and 25% of our anticipated gas volumes hedged. Additionally, we are actively
adding attractive hedges for 2021. Further insulating our cash flow, we continue
to examine and, when appropriate, execute attractive regional basis swap hedges
in an effort to protect price realizations across our portfolio.

Throughout 2019, our operational efficiencies continued to accelerate. Our
improved cost structure expanded margins, and we ended the year ahead of our
multi-year cost savings initiative plan. As we carry our 2019 momentum into
2020, we will maintain our capital-efficiency focus and intensify our steadfast
commitment to capital discipline. Our returns-driven strategy will be
underpinned by our continued efforts to improve our cost structure and grow
higher-margin oil production. As such, our 2020 capital program has been
optimized for strong returns, high single-digit oil growth, free cash flow and
enhanced per-share cash flow growth.

To achieve our 2020 capital program objectives, our capital allocation
priorities are four-fold: maintain base production, fund dividends, invest in
high-return growth projects and return excess cash to shareholders. Accordingly,
over half of the 2020 spend will be focused in on our highest margin U.S. oil
play, the Delaware Basin. As the most active program in Devon's portfolio,
capital activity in the Delaware Basin will be diversified across five core
areas. Also accretive to our 2020 returns-focused capital program is our 2020
Rockies activity, where spend will be prioritized to our top-tier Powder River
Basin development activity. In total, our 2020 operating plan is expected to
deliver U.S. oil growth of approximately 7.5% to 9.0% on a retained asset basis.






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Results 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
earnings attributable to noncontrolling interests. Analysis of the change in net
earnings from continuing operations is shown below and analysis of the change in
net earnings from discontinued operations is shown on page 33.



Continuing Operations




2019 vs. 2018



Our 2019 net loss from continuing operations was $79 million and decreased $793
million compared to 2018. The graph below shows the change in net earnings from
2018 to 2019. The material changes are further discussed by category on the
following pages. To facilitate the review, these numbers are being presented
before consideration of earnings attributable to noncontrolling interests.



[[Image Removed]]



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Production Volumes



                     2019        % of Total     2018       Change
Oil (MBbls/d)
Delaware Basin          70               47 %      42         +67 %
STACK                   31               20 %      32         - 4 %
Powder River Basin      17               11 %      14         +26 %
Eagle Ford              23               16 %      28        - 17 %
Other                    6                4 %       5          +4 %
New Devon              147               98 %     121         +21 %
U.S. divest assets       3                2 %       9        - 70 %
Total                  150              100 %     130         +15 %




                     2019        % of Total     2018       Change
Gas (MMcf/d)
Delaware Basin         177               29 %     105         +68 %
STACK                  314               53 %     334         - 6 %
Powder River Basin      24                4 %      16         +55 %
Eagle Ford              79               13 %      79         - 0 %
Other                    1                0 %       1        - 18 %
New Devon              595               99 %     535         +11 %
U.S. divest assets       4                1 %      31        - 87 %
Total                  599              100 %     566          +6 %




                     2019        % of Total     2018       Change
NGLs (MBbls/d)
Delaware Basin          27               36 %      16         +74 %
STACK                   36               46 %      37         - 5 %
Powder River Basin       2                3 %       1         +53 %
Eagle Ford              11               14 %      13        - 15 %
Other                    1                1 %       1         +12 %
New Devon               77              100 %      68         +13 %
U.S. divest assets       -                0 %       3         N/M
Total                   77              100 %      71          +9 %




                     2019        % of Total     2018       Change
Combined (MBoe/d)
Delaware Basin         127               39 %      75         +69 %
STACK                  119               36 %     125         - 5 %
Powder River Basin      23                7 %      17         +34 %
Eagle Ford              47               15 %      54        - 12 %
Other                    7                2 %       7          +5 %
New Devon              323               99 %     278         +16 %
U.S. divest assets       4                1 %      18        - 80 %
Total                  327              100 %     296         +11 %






From 2018 to 2019, an 11% increase in production volumes contributed to a $410
million increase in earnings. Continued development in the Delaware Basin and
Powder River Basin drove a 16% production increase for New Devon which was
slightly offset by decreased production associated with divested assets.

Field Prices



                               2019         Realization      2018        Change
Oil (per Bbl)
WTI index                     $ 57.02                       $ 64.79        - 12 %
Realized price, unhedged      $ 54.73            96%        $ 61.96        - 12 %
Cash settlements              $  1.71                       $ (8.01 )
Realized price, with hedges   $ 56.44            99%        $ 53.95          +5 %




                               2019        Realization      2018       Change
Gas (per Mcf)
Henry Hub index               $ 2.63                       $ 3.09        - 15 %
Realized price, unhedged      $ 1.79            68%        $ 2.34        - 23 %
Cash settlements              $ 0.14                       $ 0.02
Realized price, with hedges   $ 1.93            73%        $ 2.36        - 18 %




                                  2019         Realization      2018        Change
NGLs (per Bbl)
Mont Belvieu blended index (1)   $ 19.22                       $ 28.31        - 32 %
Realized price, unhedged         $ 15.21            79%        $ 25.47        - 40 %
Cash settlements                 $  1.61                       $ (1.75 )
Realized price, with hedges      $ 16.82            88%        $ 23.72        - 29 %




  (1) Based upon composition of our NGL barrel.




                               2019        2018        Change
Combined (per Boe)
Realized price, unhedged      $ 31.93     $ 37.87        - 16 %
Cash settlements              $  1.43     $ (3.89 )

Realized price, with hedges $ 33.36 $ 33.98 - 2 %

From 2018 to 2019, field prices contributed to a $686 million decrease in earnings. Unhedged realized oil, gas and NGL prices decreased primarily due to lower WTI, Henry Hub and Mont Belvieu index prices. These decreases were partially offset by favorable hedge cash settlements across each of our products.





















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Hedge Settlements



                         2019       2018       Change
                           Q
Oil                      $  93     $ (380 )        N/M
Natural gas                 31          5          N/M
NGL                         46        (45 )        N/M
Total cash settlements   $ 170     $ (420 )        N/M




Cash settlements as presented in the tables above represent realized gains or
losses related to the instruments described in   Note 3   in "Item 8. Financial
Statements and Supplementary Data" of this report.



Production Expenses



                                          2019        2018       Change
LOE                                      $   462     $   480         - 4 %
Gathering, processing & transportation       463         407         +14 %
Production taxes                             251         248          +1 %
Property taxes                                21          18         +17 %
Total                                    $ 1,197     $ 1,153          +4 %
Per Boe:
LOE                                      $  3.87     $  4.45        - 13 %
Gathering, processing &
  transportation                         $  3.88     $  3.77          +3 %
Percent of oil, gas and NGL sales:
Production taxes                             6.6 %       6.1 %        +8 %



LOE per Boe decreased in 2019 compared to 2018 due to the impact of our cost reduction initiatives. Gathering, processing and transportation increased primarily due to increased activity in the Delaware Basin.

Field-Level Cash Margin



The table below presents the field-level cash margin for each of our operating
areas. Field-level cash margin is computed as oil, gas and NGL revenues less
production expenses and is not prepared in accordance with GAAP. A
reconciliation to the comparable GAAP measures is found in "Non-GAAP Measures"
in this Item 7. The changes in production volumes, field prices and production
expenses, shown above, had the following impacts on our field-level cash margins
by asset.



                                      2019        $ per BOE       2018        $ per BOE
Field-level cash margin (non-GAAP)
Delaware Basin                       $ 1,157     $     25.00     $   786     $     28.65
STACK                                    685     $     15.81         992     $     21.75
Powder River Basin                       246     $     28.64         249     $     38.50
Eagle Ford                               446     $     25.80         717     $     36.30
Other                                     65     $     25.37          72     $     28.59
New Devon                              2,599     $     22.02       2,816     $     27.67
U.S. divest assets                        13     $     11.01         116     $     19.15
Total                                $ 2,612     $     21.90     $ 2,932     $     27.19

Depreciation, Depletion and Amortization





                                2019        2018        Change
Oil and gas per Boe            $ 11.72     $ 10.51          +11 %

Oil and gas                    $ 1,398     $ 1,134          +23 %
Other property and equipment        99          94           +5 %
Total                          $ 1,497       1,228          +22 %



Our oil and gas DD&A increased due to continued development in the Delaware Basin and Powder River Basin.

General and Administrative Expense





                                             2019      2018      Change

Labor and benefits (net of reimbursements) $ 307 $ 365 - 16 % Non-labor

                                      168       209        - 20 %
Total Devon                                  $ 475     $ 574        - 17 %


From 2018 to 2019, G&A decreased $99 million primarily as a result of the
workforce reduction and other cost-saving initiatives that occurred during 2019
as discussed in   Note 6   in "Item 8. Financial Statements and Supplementary
Data" of this report.



Other Items



                                         2019       2018       Change in earnings
Commodity hedge valuation changes (1)   $ (624 )   $  877     $             (1,501 )
Marketing operations                        53         33                       20
Exploration expenses                        58        128                       70
Asset impairments                            -        156                      156
Asset dispositions                         (48 )     (278 )                   (230 )
Net financing costs                        250        580                      330
Restructuring and transaction costs         84         97                       13
Other expenses                               4         (7 )                    (11 )
                                                              $             (1,153 )

(1) Included as a component of upstream revenues 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.

Exploration expense decreased primarily due to recognizing $95 million in unproved impairments related to certain non-core acreage in the U.S during 2018 compared to $18 million in 2019.



Asset impairments decreased due to recognizing $109 million of proved asset
impairments and $47 million of non-oil and gas asset impairments during 2018 as
discussed in   Note 5   in "Item 8. Financial Statements and Supplementary Data"
of this report.

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Asset dispositions decreased primarily due to gains recognized in conjunction
with certain of our U.S. asset dispositions in 2018. For additional information
see   Note 2   in "Item 8. Financial Statements and Supplementary Data" of this
report.

Net financing costs decreased primarily due to $312 million of early retirement
charges associated with our debt retirement in 2018 as discussed in   Note 13
in "Item 8. Financial Statements and Supplementary Data" of this report.

Income Taxes



                              2019       2018
Current benefit              $  (5)     $ (17)
Deferred expense (benefit)     (25)        247
Total expense (benefit)      $ (30)     $  230
Effective income tax rate        28 %       24 %



For discussion on income taxes, see Note 7 in "Item 8. Financial Statements and Supplementary Data" of this report.

Results of Operations - 2018 vs. 2017





Our 2018 net earnings from continuing operations were $714 million and increased
$681 million compared to 2017. The graph below shows the change in net earnings
from 2017 to 2018. The material changes are further discussed by category on the
following pages. To facilitate the review, these numbers are being presented
before consideration of earnings attributable to noncontrolling interests.



                               [[Image Removed]]

(1) As further discussed in Note 1 in "Item 8. Financial Statements and

Supplementary Data" of this report, the presentation of certain processing

arrangements changed from a net to a gross presentation in 2018. The change

resulted in an increase to our upstream revenues and production expenses by

$191 million during 2018 with no impact to net earnings.








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Production Volumes



                     2018        % of Total     2017       Change
Oil (MBbls/d)
Delaware Basin          42               32 %      29         +42 %
STACK                   32               25 %      25         +28 %
Powder River Basin      14               10 %      10         +37 %
Eagle Ford              28               22 %      34        - 17 %
Other                    5                4 %       6         - 6 %
New Devon              121               93 %     104         +17 %
U.S. divest assets       9                7 %      11        - 24 %
Total                  130              100 %     115         +13 %




                     2018        % of Total     2017       Change
Gas (MMcf/d)
Delaware Basin         105               19 %      86         +22 %
STACK                  334               59 %     294         +13 %
Powder River Basin      16                3 %       8         +85 %
Eagle Ford              79               14 %      95        - 17 %
Other                    1                0 %       1          +6 %
New Devon              535               95 %     484         +10 %
U.S. divest assets      31                5 %      35        - 10 %
Total                  566              100 %     519          +9 %




                     2018        % of Total     2017       Change
NGLs (MBbls/d)
Delaware Basin          16               22 %      10         +53 %
STACK                   37               53 %      30         +24 %
Powder River Basin       1                2 %       1         +75 %
Eagle Ford              13               18 %      13          +2 %
Other                    1                1 %       1         - 4 %
New Devon               68               96 %      55         +25 %
U.S. divest assets       3                4 %       3        - 10 %
Total                   71              100 %      58         +23 %




                     2018        % of Total     2017       Change
Combined (MBoe/d)
Delaware Basin          75               26 %      54         +39 %
STACK                  125               42 %     104         +20 %
Powder River Basin      17                6 %      12         +43 %
Eagle Ford              54               18 %      62        - 13 %
Other                    7                2 %       7         - 3 %
New Devon              278               94 %     239         +16 %
U.S. divest assets      18                6 %      21        - 14 %
Total                  296              100 %     260         +14 %




From 2017 to 2018, an increase in production volumes contributed to a $246
million increase in earnings. Focused development activities in the Delaware
Basin, STACK and Powder River Basin drove production increases for New Devon and
were partially offset by decreased activity in the Eagle Ford and lower
production volumes associated with our U.S. divested assets.

Oil, Gas and NGL Prices



                               2018         Realization      2017         Change
Oil (per Bbl)
WTI index                     $ 64.79                       $ 50.99          +27 %
Realized price, unhedged      $ 61.96            96%        $ 49.41          +25 %
Cash settlements              $ (8.01 )                     $  1.98
Realized price, with hedges   $ 53.95            83%        $ 51.39           +5 %




                               2018        Realization      2017       Change
Gas (per Mcf)
Henry Hub index               $ 3.09                       $ 3.11         - 1 %
Realized price, unhedged      $ 2.34            76%        $ 2.57         - 9 %
Cash settlements              $ 0.02                       $ 0.18
Realized price, with hedges   $ 2.36            76%        $ 2.75        - 14 %






                                  2018         Realization      2017         Change
NGLs (per Bbl)
Mont Belvieu blended index (1)   $ 28.31                       $ 24.77          +14 %
Realized price, unhedged         $ 25.47            90%        $ 16.74          +52 %
Cash settlements                 $ (1.75 )                     $ (0.16 )
Realized price, with hedges      $ 23.72            84%        $ 16.58          +43 %



(1) Based upon composition of average Devon NGL barrel.






                               2018        2017         Change
Combined (per Boe)
Realized price, unhedged      $ 37.87     $ 30.80          +23 %
Cash settlements              $ (3.89 )   $  1.21
Realized price, with hedges   $ 33.98     $ 32.01           +6 %




Upstream revenues increased $918 million as a result of higher unhedged, realized prices for oil and NGLs. The increase in oil sales primarily resulted from higher average WTI crude index prices, which were 27% higher in 2018, resulting in an increase of approximately $600 million.





NGL sales increased $282 million as a result of 14% higher NGL prices at the
Mont Belvieu, Texas hub, as well as improved realizations in our NGL price.
These increases were partially offset by unfavorable hedge cash settlements for
our oil and NGL hedges.



In 2018, the presentation of certain processing arrangements changed from a net
to a gross presentation. The change resulted in an increase to our upstream
revenues and production expenses by approximately $191 million with no impact to
net earnings.

Hedge Settlements



                          2018      2017       Change
                           Q
Oil                      $ (380 )   $  83          N/M
Natural gas                   5        35          N/M
NGL                         (45 )      (3 )        N/M

Total cash settlements $ (420 ) $ 115 N/M


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Production Expenses



                                          2018        2017       Change
LOE                                      $   480     $  411          +17 %
Gathering, processing & transportation       407        205          +99 %
Production taxes                             248        161          +54 %
Property taxes                                18         14          +29 %
Total                                    $ 1,153     $  791          +46 %
Per Boe:
LOE                                      $  4.45     $ 4.33           +3 %
Gathering, processing &
  transportation                         $  3.77     $ 2.16          +74 %
Percent of oil, gas and NGL sales:
Production taxes                             6.1 %      5.5 %        +10 %



LOE increased $69 million primarily due to continued focus on growing our liquids-rich assets within the STACK and Delaware Basin, partially offset by our U.S. non-core divestitures.





In 2018, the presentation of certain processing arrangements changed from a net
to a gross presentation. The change resulted in an increase to our upstream
revenues and production expenses by approximately $191 million with no impact to
net earnings.

Production taxes increased on an absolute dollar basis primarily due to the
increase in our upstream revenues. Additionally, the increase in Oklahoma
severance tax rates that became effective during the third quarter of 2018 also
contributed to the increase on an absolute dollar basis and as a percentage of
oil, gas and NGL sales.



Field-Level Cash Margin

The changes in production volumes, field prices and production expenses, shown above, had the following impact on our field-level cash margins by asset.





                                      2018        $ per BOE       2017        $ per BOE
Field-level cash margin (non-GAAP)
Delaware Basin                       $   786     $     28.65     $   455     $     23.04
STACK                                    992     $     21.75         683     $     17.99
Powder River Basin                       249     $     38.50         128     $     28.67
Eagle Ford                               717     $     36.30         667     $     29.41
Other                                     72     $     28.59          68     $     26.21
New Devon                              2,816     $     27.67       2,001     $     22.88
U.S. divest assets                       116     $     19.15         129     $     17.47
Total                                $ 2,932     $     27.19     $ 2,130     $     22.46

Depreciation, Depletion and Amortization





                                2018        2017        Change
Oil and gas per Boe            $ 10.51     $  9.58          +10 %

Oil and gas                    $ 1,134     $   908          +25 %
Other property and equipment        94         100          - 5 %
Total                          $ 1,228     $ 1,008          +22 %

Our oil and gas DD&A increased primarily due to continued development in the STACK, Delaware Basin and Powder River Basin properties.

General and Administrative Expense





                                             2018      2017      Change

Labor and benefits (net of reimbursements) $ 365 $ 445 - 18 % Non-labor

                                      209       200         + 5 %
Total Devon                                  $ 574     $ 645        - 11 %


From 2017 to 2018, G&A decreased $71 million primarily as a result of the workforce reductions that occurred during 2018 as discussed in Note 6 in "Item 8. Financial Statements and Supplementary Data" of this report.

Other Items



                                         2018       2017       Change in 

earnings


Commodity hedge valuation changes (1)   $  877     $  (48 )   $                925
Marketing operations                        33        (46 )                     79
Exploration expenses                       128        346                      218
Asset impairments                          156          -                     (156 )
Asset dispositions                        (278 )     (219 )                     59
Net financing costs                        580        321                     (259 )
Restructuring and transaction costs         97          -                      (97 )
Other expenses                              (7 )       10                       17
                                                              $                786

(1) Included as a component of upstream revenues on the consolidated statements


       of comprehensive earnings.



Marketing operations increased primarily due to improved commodity prices, which were partially offset by the impact of our downstream marketing commitments.





Exploration expense decreased due to recognizing $95 million in
unproved impairments related to certain non-core acreage in the U.S during 2018
compared to $217 million in 2017. Additionally, geological and geophysical costs
decreased $86 million primarily in the STACK and Delaware Basin.



Asset impairments increased due to recognizing $109 million of proved asset
impairments and $47 million of non-oil and gas asset impairments during 2018.
For additional information, see   Note 5   in "Item 8. Financial Statements and
Supplementary Data" of this report.



Asset dispositions increased primarily due to gains recognized in conjunction
with certain of our U.S. asset dispositions in 2018. For additional information,
see   Note 2   in "Item 8. Financial Statements and Supplementary Data" of this
report.



Net financing costs increased primarily due to $312 million of early retirement
charges associated with our debt retirement in 2018 as discussed in   Note 13
in "Item 8. Financial Statements and Supplementary Data" of this report.



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Restructuring and transaction costs increased primarily as a result of our workforce reductions in 2018. See Note 6 in "Item 8. Financial Statements and Supplementary Data" of this report for additional information.



Income Taxes



                             2018      2017
Current expense (benefit)    $ (17 )   $   9
Deferred expense (benefit)     247        (2 )
Total expense                $ 230     $   7
Effective income tax rate       24 %      18 %



For discussion on income taxes, see Note 7 in "Item 8. Financial Statements and Supplementary Data" of this report.







Discontinued Operations




The table below presents key components from discontinued operations for the
time periods presented. Discontinued operations include our aggregate ownership
interests in EnLink and the General Partner that Devon divested in July 2018 and
the Canadian business that Devon sold in June 2019. Discontinued operations also
include the Barnett Shale assets that Devon has contracted to sell and which is
expected to close during the second quarter of 2020, as well as previously
divested Barnett Shale properties located primarily in Johnson and Wise
counties, Texas. For additional information on discontinued operations,
see   Note 18   in "Part I. Financial Information - Item 1. Financial
Statements" of this report.



                                              2019              2018              2017
Upstream revenues                         $       1,114     $       1,742     $       2,319
Production expenses                       $         599     $       1,072     $       1,031
Marketing margin                          $          20     $         708     $         958
Gain on sale of Canadian operations       $        (223 )   $           -     $           -
Gain on sale of EnLink and General
Partner interests                         $           -     $      (2,607 )   $           -
Asset impairments                         $         785     $           -     $          17
Financing costs, net                      $          87     $         112     $         177
Restructuring and transaction costs       $         248     $          17     $           -
Earnings (loss) from discontinued
operations before income taxes            $        (632 )   $       2,839     $         856
Income tax expense (benefit)              $        (358 )   $         329     $        (189 )
Net earnings (loss) from discontinued
operations, net of tax                    $        (274 )   $       2,510     $       1,045

Production (MMBoe):
Barnett Shale                                        37                45                56
Canada                                               19                42                48
Total production                                     56                87               104
Realized price, unhedged (per Boe) -
Barnett Shale                             $       13.30     $       17.36     $       14.79
Realized price, unhedged (per Boe) -
Canada                                    $       38.98     $       19.12     $       29.39




2019 vs 2018

Net earnings from discontinued operations, net of tax decreased $2.8 billion as
we recognized a $2.6 billion ($2.2 billion after-tax) gain on the sale of our
aggregate ownership interests in EnLink and the General Partner during 2018. Net
earnings from discontinued operations also decreased due to a $748 million asset
impairment to our Barnett Shale assets in the fourth quarter of 2019.

2018 vs 2017



Net earnings from discontinued operations, net of tax increased $1.5 billion as
we recognized a $2.6 billion ($2.2 billion after-tax) gain on the sale of our
aggregate ownership interests in EnLink and the General Partner during 2018. The
gain was partially offset by a decrease in upstream revenues, which was
primarily driven by widening differentials for bitumen sales in Canada to the
WTI index during the fourth quarter of 2018. Market forces widened Canadian
heavy oil differentials beyond historical norms and negatively impacted the
price we realized on our Canadian production. We had basis swaps for
approximately half of our fourth quarter production to mitigate the effect of
the lower market price. To further mitigate the effects of the lower price, we
reduced our Jackfish production in November 2018 which impacted our fourth
quarter production by approximately 8 MBbls/d. For discussion on discontinued
operations, see   Note 18   in "Item 8. Financial Statements and Supplementary
Data" of this report.

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Capital Resources, Uses and Liquidity

Sources and Uses of Cash

The following table presents the major changes in cash and cash equivalents for the time periods presented below.





                                                      Year ended December 31,
                                               2019             2018             2017
Operating cash flow from continuing
operations                                 $      2,043     $      1,583     $      1,243
Divestitures of property and equipment              390              500    

425


Capital expenditures                             (1,910 )         (2,116 )         (1,614 )
Acquisitions of property and equipment              (31 )            (55 )            (44 )
Debt activity, net                                 (162 )         (1,226 )              -
Repurchases of common stock                      (1,849 )         (2,956 )              -
Common stock dividends                             (140 )           (149 )           (127 )
Contributions from noncontrolling
interests                                           116                -                -
Other                                               (26 )            (46 )            (46 )
Net change in cash, cash equivalents and
restricted cash
  from discontinued operations                      967            4,227    

888


Net change in cash, cash equivalents and
restricted cash                            $       (602 )   $       (238 )   $        725
Cash, cash equivalents and restricted
cash at end of period                      $      1,844     $      2,446     $      2,684

Operating Cash Flow - Continuing Operations



Net cash provided by operating activities continued to be a significant source
of capital and liquidity in 2019. Our operating cash flow increased $460
million, or 29%, to $2.0 billion year over year. In 2019, our operating cash
flow nearly funded the entirety of our capital expenditures program and
dividends, allowing us to use available cash balances and net divestiture
proceeds to fund other capital uses.

Our operating cash flow increased $340 million, or 27%, from 2017 to 2018. Our
operating cash flow funded approximately 70% of our capital expenditures program
and dividends in 2018 and 2017, respectively. As a result, we utilized available
cash balances and divestiture proceeds to supplement our operating cash flows.

Divestitures of Property and Investments - Continuing Operations

During 2019, 2018 and 2017, as part of our announced divestiture programs, we sold non-core U.S. upstream assets for $390 million, $500 million and $425 million, respectively. For further discussion, see Note 2 in "Item 8. Financial Statements and Supplementary Data" of this report.

Capital Expenditures



The following table summarizes our capital expenditures and property
acquisitions.



                                 Year ended December 31,
                               2019        2018        2017
Delaware Basin               $    912     $   768     $   394
STACK                             396         827         742
Powder River Basin                308         157         121
Eagle Ford                        194         215         115
Other                              36         110         155
Total oil and gas               1,846       2,077       1,527
Midstream                          42          16          50
Other                              22          23          37
Total capital expenditures   $  1,910     $ 2,116     $ 1,614
Acquisitions                 $     31     $    55     $    44


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Capital expenditures consist primarily of amounts related to our oil and gas
exploration and development operations and other corporate activities. The vast
majority of our capital expenditures are for the acquisition, drilling and
development of oil and gas properties. Our capital program is designed to
operate within or near operating cash flow and may fluctuate with changes to
commodity prices and other factors impacting cash flow. This is evidenced by our
operating cash flow fully funding capital expenditures in 2019 and funding
approximately 75% and 77% of capital expenditures in 2018 and 2017,
respectively. Our capital expenditures are lower in 2019 primarily due to our
decreased spending in the STACK, partially offset by increased capital
investment in higher margin assets in the Delaware and Powder River Basins.

Debt Activity, Net

During 2019, our debt decreased $162 million due to the repayment of our 6.30% senior notes at maturity.



During 2018, our debt decreased $922 million due to completed tender offers of
certain long-term debt as well as the maturity of certain senior notes. In
conjunction with the tender offers, we recognized a $312 million loss on the
early retirement of debt, including $304 million of cash retirement costs and
fees. For additional information, see   Note 13   in "Item 8. Financial
Statements and Supplementary Data" of this report.



Repurchases of Common Stock and Shareholder Distributions



We repurchased 68.6 million shares of common stock for $1.8 billion in 2019 and
78.1 million shares of common stock for $3.0 billion in 2018 under a share
repurchase program authorized by our Board of Directors. For additional
information, see   Note 17   in "Item 8. Financial Statements and Supplementary
Data" in this report.

Devon paid common stock dividends of $140 million, $149 million and $127 million
during 2019, 2018 and 2017, respectively. During the second quarter of 2018, we
increased our quarterly dividend 33% from $0.06 to $0.08 per share as part of
our focus on returning cash to shareholders. In February 2019, we further
increased our quarterly dividend 12.5% to $0.09 per share, beginning in the
second quarter of 2019. For additional information, see   Note 1  7 in "Item 8.
Financial Statements and Supplementary Data" of this report.



Contributions from Noncontrolling Interests

During 2019, we received approximately $116 million in cash contributions from our partner in CDM.




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Cash Flows from Discontinued Operations



All cash flows in the following table relate to activities from discontinued
operations for the time periods presented. Discontinued operations include our
aggregate ownership interests in EnLink and the General Partner that Devon
divested in July 2018 and the Canadian business that Devon sold in June 2019.
Discontinued operations also include the Barnett Shale assets that Devon has
contracted to sell and which is expected to close during the second quarter of
2020, as well as previously divested Barnett Shale properties located primarily
in Johnson and Wise counties, Texas.



                                                          Year ended December 31,
                                                     2019          2018          2017
Settlements of intercompany foreign denominated
assets/liabilities                                 $     (32 )   $    (241 )   $       9
Other                                                     60         1,362         1,657
Operating activities                                      28         1,121         1,666
Divestitures of property and equipment -
Canadian operations                                    2,608             -             -
Divestitures of investments - EnLink and General
Partner                                                    -         3,104  

190


Divestitures of property and equipment - Barnett
Shale assets                                               -           513             -
Capital expenditures and other                          (136 )        (891 )      (1,156 )
Investing activities                                   2,472         2,726          (966 )
Debt activity, net                                    (1,552 )         347             2
Issuance of subsidiary units                               -             1           501
Distributions to noncontrolling interests                  -          (217 )        (354 )
Other                                                    (26 )          43            33
Financing activities                                  (1,578 )         174           182
Settlements of intercompany foreign denominated
assets/liabilities                                        32           241            (9 )
Other                                                     13           (35 )          15
Effect of exchange rate changes on cash                   45           206             6
Net change in cash, cash equivalents and
restricted cash of
  discontinued operations                          $     967     $   4,227     $     888


Operating cash flow in 2019 decreased $1.1 billion and $1.6 billion from 2018
and 2017, respectively, as a result of the divestitures referenced above.
Additionally, operating cash flow was negatively affected in the first quarter
of 2019 primarily due to realization impacts associated with the widening
Canadian differentials in the fourth quarter of 2018. Foreign currency
denominated intercompany loan activity resulted in a realized loss of $32
million and $241 million in 2019 and 2018, respectively, as a result of the
strengthening of the U.S. dollar in relation to the Canadian dollar. Foreign
currency denominated intercompany loan activity resulted in a realized gain of
$9 million in 2017, as a result of the weakening of the U.S. dollar in relation
to the Canadian dollar. There was an offset in the effect of exchange rate
changes on cash line in the above table, resulting in no impact to the net
change in cash, cash equivalents and restricted cash.



On June 27, 2019, Devon completed the sale of substantially all its oil and gas
assets and operations in Canada for proceeds of $2.6 billion. In the second and
fourth quarter of 2018, Devon completed the sale of a portion of its Barnett
Shale assets, located primarily in Johnson and Wise counties, Texas for
approximately $500 million in combined proceeds. On July 18, 2018, Devon
completed the sale of its aggregate ownership interests in EnLink and the
General Partner for $3.125 billion. During 2017, EnLink divested its ownership
interest in Howard Energy Partners for approximately $190 million.

Cash flows from financing activities includes the $1.5 billion of senior notes
retired prior to maturity in July 2019 and common and preferred units EnLink
issued and sold during 2017 generating net proceeds of $501 million.
Distributions to noncontrolling interests in the table above exclude the
distributions EnLink and the General Partner paid to Devon, which have been
eliminated in consolidation. Distributions EnLink and the General Partner paid
to Devon were $134 million and $265 million during 2018 and 2017, respectively.

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

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from existing wells. At opportunistic times, we also acquire operations and properties from other operators or land owners to enhance our existing portfolio of assets.



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

Operating Cash Flow



Key inputs into determining our planned capital investment is 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 2019, we held approximately $1.8 billion of cash,
inclusive of $380 million of cash restricted for discontinued operations. Our
operating cash flow forecasts are sensitive to many variables and include a
measure of uncertainty as these variables 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 substantially 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. We hedge our production in a manner that systematically places
hedges for several quarters in advance, allowing us to maintain a disciplined
risk management program as it relates to commodity price volatility. We
supplement the systematic hedging program with discretionary hedges that take
advantage of favorable market conditions. The key terms to our oil, gas and NGL
derivative financial instruments as of December 31, 2019 are presented in   Note
3   in "Item 8. Financial Statements and Supplementary Data" of this report.

Further, when considering the current commodity price environment and our
current hedge position, we expect to achieve our capital investment priorities.
Should WTI drop closer to $45/Bbl for an extended period, we would shift our
focus to preserving our financial strength and operational continuity. However,
as WTI/Bbl rises above $50, our free cash flow will accelerate, providing
additional capital allocation opportunities.

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.

In 2019, we aggressively optimized our cost structure in conjunction with our
Canadian and Barnett Shale asset divestitures, as we focus on our remaining four
U.S. oil plays, align our workforce with the retained business and reduce
outstanding debt. These optimizations include cost reductions and efficiencies
related to our capital programs, G&A, financing costs and production expenses.

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 partners for their proportionate share of expenditures made on projects
we operate and counterparties to our derivative financial contracts. We utilize
a variety of mechanisms to limit our exposure to the credit risks of our
customers, partners and counterparties. Such mechanisms include, under certain
conditions, requiring letters of credit, prepayments or collateral postings.

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Divestitures of Property and Equipment

In December 2019, we announced the sale of our Barnett Shale assets for approximately $770 million. We expect this transaction to close in the second quarter of 2020.



Credit Availability

We have $3.0 billion of available borrowing capacity under our Senior Credit
Facility at December 31, 2019. On December 13, 2019, we entered into an
amendment and extension agreement to, among other things, (i) effect the
extension of the maturity date of the Senior Credit Facility from October 5,
2023 to October 5, 2024 with respect to the consenting lenders and (ii) modify
the maximum number of maturity extension requests during the term of the Senior
Credit Facility from two to three. As a result of this amendment, the Senior
Credit Facility matures on October 5, 2024, with the option to extend the
maturity date by two additional one-year periods subject to lender consent.
Subsequent to October 5, 2023, the borrowing capacity decreases to $2.8 billion.
The Senior Credit Facility supports our $3.0 billion of short-term credit under
our commercial paper program. As of December 31, 2019, there were no borrowings
under our commercial paper program. See   Note 13   in "Item 8. Financial
Statements and Supplementary Data" of this report for further discussion.

The Senior Credit Facility contains only one material financial covenant. This
covenant requires us to maintain a ratio of total funded debt to total
capitalization, as defined in the credit agreement, of no more than 65%. As of
December 31, 2019, we were in compliance with this covenant with a 19.1%
debt-to-capitalization ratio.

Our access to funds from the Senior Credit Facility is not restricted under any
"material adverse effect" clauses. It is not uncommon for credit agreements to
include such clauses. These clauses can remove the obligation of the banks to
fund the credit line if any condition or event would reasonably be expected to
have a material and adverse effect on the borrower's financial condition,
operations, properties or business considered as a whole, the borrower's ability
to make timely debt payments or the enforceability of material terms of the
credit agreement. While our credit facility includes covenants that require us
to report a condition or event having a material adverse effect, the obligation
of the banks to fund the credit facility is not conditioned on the absence of a
material adverse effect.

As market conditions warrant and subject to our contractual restrictions,
liquidity position and other factors, we may from time to time seek to
repurchase or retire our outstanding debt through cash purchases and/or
exchanges for other debt or equity securities in open market transactions,
privately negotiated transactions, by tender offer or otherwise. Any such cash
repurchases by us may be funded by cash on hand or incurring new debt. The
amounts involved in any such transactions, individually or in the aggregate, may
be material. Furthermore, any such repurchases or exchanges may result in our
acquiring and retiring a substantial amount of such indebtedness, which would
impact the trading liquidity of such indebtedness.

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 production growth opportunities. 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 Ba1 with a positive outlook. Any rating downgrades may result in
additional letters of credit or cash collateral being posted under certain
contractual arrangements.

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

Share Repurchase Program

In December 2019, our Board of Directors approved a $1.0 billion share
repurchase program that expires on December 31, 2020. This repurchase program
was approved in conjunction with the announced divestiture of Devon's assets in
the Barnett Shale. Under this new program, $800 million of the $1.0 billion
authorization is conditioned upon the closing of the pending Barnett Shale
divestiture.

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Capital Expenditures

Our 2020 exploration and development budget is expected to be approximately $1.7 billion to $1.85 billion.

In December 2019, we announced a partnership under which we will monetize half our working interest across 133 undrilled locations in the STACK for an approximate $100 million drilling carry spread over the next four years. Drilling operations under this agreement are expected to commence in mid-2020.

Contractual Obligations



The following table presents a summary of our contractual obligations as of
December 31, 2019.



                                                                Payments Due by Period
                                                     Less Than 1                                     More Than
                                         Total          Year          1-3 Years       3-5 Years       5 Years
Continuing Operations
Debt (1)                                $  4,349     $         -     $         -     $         -     $    4,349
Interest expense (2)                       4,513             259             518             518          3,218
Operational agreements (3)                 1,468             320             431             301            416
Asset retirement obligations (4)             398              18              13              25            342
Drilling and facility obligations (5)        262             131              61              38             32
Lease obligations (6)                        426              51              53              24            298
Other (7)                                    223              11              75              32            105
Total                                     11,639             790           1,151             938          8,760
Discontinued Operations
Barnett Shale obligations (8)                271              35              63              46            127
Canadian obligations (9)                     347              55              69              55            168
Total                                        618              90             132             101            295
Total obligations                       $ 12,257     $       880     $     1,283     $     1,039     $    9,055

(1) Debt amounts represent scheduled maturities of debt obligations at

December 31, 2019, excluding net discounts and debt issue costs included in

the carrying value of debt.

(2) Interest expense represents the scheduled cash payments on long-term

fixed-rate debt.

(3) Operational agreements represent commitments to transport or process certain

volumes of oil, gas and NGLs for a fixed fee. We have entered into these

agreements to aid the movement of our production to downstream markets.

(4) Asset retirement obligations represent estimated discounted costs for future

dismantlement, abandonment and rehabilitation costs. These obligations are

recorded as liabilities on our December 31, 2019 balance sheet.

(5) Drilling and facility obligations represent gross contractual agreements with

third-party service providers to procure drilling rigs and other related

services for developmental and exploratory drilling and facilities

construction.

(6) Lease obligations consist primarily of non-cancelable leases for office space

and equipment. For additional information, see Note 14 in "Item 8.

Financial Statements and Supplementary Data" of this report.

(7) Other obligations primarily relate to various tax obligations.

(8) Barnett Shale obligations primarily represent approximately $240 million of

asset retirement obligations and firm transportation agreements which will be

transferred to BKV when the divestiture of those assets close. The remainder

of the Barnett Shale obligations relate to abandoned gas processing contracts

which Devon retained in connection with the 2018 Barnett Shale divestitures.

For additional information, see Note 18 in "Item 8. Financial Statements

and Supplementary Data" of this report.

(9) Canadian obligations are related to a firm transportation agreement and

office lease abandonments that were retained after Devon's sale of

substantially all of its oil and gas assets and operations in Canada. For

additional information, see Note 18 in "Item 8. Financial Statements and

Supplementary Data" of this report.

Contingencies and Legal Matters

For a detailed discussion of contingencies and legal matters, see Note 19

in

"Item 8. Financial Statements and Supplementary Data" of this report.








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Critical Accounting Estimates



The preparation of financial statements in conformity with accounting principles
generally accepted in the U.S. requires us to make estimates, judgments and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from these estimates, and changes
in these estimates are recorded when known. We consider the following to be our
most critical accounting estimates that involve judgment and have reviewed these
critical accounting estimates with the Audit Committee of our Board of
Directors.



Oil and Gas Assets Accounting, Classification, Reserves & Valuation

Successful Efforts Method of Accounting and Classification



We utilize the successful efforts method of accounting for our oil and natural
gas exploration and development activities which requires management's
assessment of the proper designation of wells and associated costs as
developmental or exploratory. This classification assessment is dependent on the
determination and existence of proved reserves, which is a critical estimate
discussed in the section below. The classification of developmental and
exploratory costs has a direct impact on the amount of costs we initially
recognize as exploration expense or capitalize, then subject to DD&A
calculations and impairment assessments and valuations.



Once a well is drilled, the determination that proved reserves have been
discovered may take considerable time and requires both judgment and application
of industry experience. Development wells are always capitalized. Costs
associated with drilling an exploratory well are initially capitalized, or
suspended, pending a determination as to whether proved reserves have been
found. At the end of each quarter, management reviews the status of all
suspended exploratory drilling costs to determine whether the costs should
continue to remain capitalized or shall be expensed. When making this
determination, management considers current activities, near-term plans for
additional exploratory or appraisal drilling and the likelihood of reaching a
development program. If management determines future development activities and
the determination of proved reserves are unlikely to occur, the associated
suspended exploratory well costs are recorded as dry hole expense and reported
in exploration expense in the consolidated statements of comprehensive earnings.
Otherwise, the costs of exploratory wells remain capitalized. At December 31,
2019, all suspended well costs have been suspended for less than one year.



Similar to the evaluation of suspended exploratory well costs, costs for
undeveloped leasehold, for which reserves have not been proven, must also be
evaluated for continued capitalization or impairment. At the end of each
quarter, management assesses undeveloped leasehold costs for impairment by
considering future drilling plans, drilling activity results, commodity price
outlooks, planned future sales or expiration of all or a portion of such
projects. At December 31, 2019, Devon had approximately $250 million of
undeveloped leasehold. Of the remaining undeveloped leasehold costs at December
31, 2019, approximately $6 million is scheduled to expire in 2020. The leasehold
expiring in 2020 relates to areas in which Devon is actively drilling. If our
drilling is not successful, this leasehold could become partially or entirely
impaired.



Reserves

Our estimates of proved and proved developed reserves are a major component of
DD&A calculations. Additionally, our proved reserves represent the element of
these calculations that require the most subjective judgments. Estimates of
reserves are forecasts based on engineering data, projected future rates of
production and the timing of future expenditures. The process of estimating oil,
gas and NGL reserves requires substantial judgment, resulting in imprecise
determinations, particularly for new discoveries. Different reserve engineers
may make different estimates of reserve quantities based on the same data. Our
engineers prepare our reserve estimates. We then subject certain of our reserve
estimates to audits performed by a third-party petroleum consulting firm. In
2019, 85% of our reserves were subjected to such audits.

The passage of time provides more qualitative information regarding estimates of
reserves, when revisions are made to prior estimates to reflect updated
information. In the past five years, annual performance revisions to our reserve
estimates, which have been both increases and decreases in individual years,
have averaged less than 5% of the previous year's estimate. However, there can
be no assurance that more significant revisions will not be necessary in the
future. The data for a given reservoir may also change substantially over time
as a result of numerous factors, including, but not limited to, additional
development activity, evolving production history and continual reassessment of
the viability of production under varying economic conditions.





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Valuation of Long-Lived Assets



Long-lived assets used in operations, including proved and unproved oil and gas
properties, are depreciated and assessed for impairment annually or whenever
changes in facts and circumstances indicate a possible significant deterioration
in future cash flows is expected to be generated by an asset group. For DD&A
calculations and impairment assessments, management groups individual assets
based on a judgmental assessment of the lowest level ("common operating field")
for which there are identifiable cash flows that are largely independent of the
cash flows of other groups of assets. The determination of common operating
fields is largely based on geological structural features or stratigraphic
condition, which requires judgment. Management also considers the nature of
production, common infrastructure, common sales points, common processing
plants, common regulation and management oversight to make common operating
field determinations. These determinations impact the amount of DD&A recognized
each period and could impact the determination and measurement of a potential
asset impairment.

Management evaluates assets for impairment through an established process in
which changes to significant assumptions such as prices, volumes and future
development plans are reviewed. If, upon review, the sum of the undiscounted
pre-tax cash flows is less than the carrying value of the asset group, the
carrying value is written down to estimated fair value. Because there usually is
a lack of quoted market prices for long-lived assets, the fair value of impaired
assets is typically determined based on the present values of expected future
cash flows using discount rates believed to be consistent with those used by
principal market participants. The expected future cash flows used for
impairment reviews and related fair value calculations are typically based on
judgmental assessments of future production volumes, commodity prices, operating
costs and capital investment plans, considering all available information at the
date of review. The expected future cash flows used for impairment reviews
include future production volumes associated with proved producing and
risk-adjusted proved undeveloped, probable and possible reserves. Besides the
estimates of reserves and future production volumes, future commodity prices are
the largest driver in the variability of undiscounted pre-tax cash flows. For
our impairment determinations, we utilize the forward strip prices for the first
five years and apply internally generated price forecasts for subsequent years.
We estimate and escalate or de-escalate future capital and operating costs by
using a method that correlates cost movements to price movements similar to
recent history. Changes to any of these assumptions could result in lower
undiscounted pre-tax cash flows and impact both the recognition and timing of
impairments. Should management materially reduce planned capital investment and
commodity prices remain depressed, recognition of material asset impairments
could become more likely for certain of our assets.

As commodity prices decreased throughout 2019 and at year-end approximated the
prices Devon used to determine and compute material asset impairments in 2019,
management conducted a robust review of its assets for impairment as of December
31, 2019. Based on our recent impairment evaluations, our STACK asset's sum of
undiscounted pre-tax cash flows exceeds the carrying value by less than 10%.
This cushion has narrowed significantly since the end of 2018 due primarily to
approximately 30% and 5% declines in forward NGL and natural gas pricing,
respectively, and negative non-price reserve revisions of approximately 40 MMBoe
as discussed in   Note 21   in "Item 8. Financial Statements and Supplementary
Data" of this report. As of December 31, 2019, the difference between the
STACK's undiscounted pre-tax cash flows, which is used to determine whether an
impairment exists, and the discounted pre-tax cash flows, which is used to
measure an impairment, is approximately $2.0 billion. Therefore, if commodity
prices deteriorate or we materially reduce future development plans, causing the
capitalized costs to exceed the undiscounted pre-tax cash flows, our STACK asset
would be subject to a material impairment of capitalized costs.

Income Taxes



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

The accruals for deferred tax assets and liabilities are often based on
assumptions that are subject to a significant amount of judgment by management.
These assumptions and judgments are reviewed and adjusted as facts and
circumstances change. Material changes to our income tax accruals may occur in
the future based on the progress of ongoing audits, changes in legislation or
resolution of pending matters.

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Non-GAAP Measures

Core Earnings



We make reference to "core earnings (loss) attributable to Devon" and "core
earnings (loss) per share attributable to Devon" in "Overview of 2019 Results"
in this Item 7 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 (loss) attributable to Devon, as well as the per share
amount, represent net earnings excluding certain noncash and other items that
are typically excluded by securities analysts in their published estimates of
our financial results. For more information on the results of discontinued
operations for our Barnett Shale assets, Canadian operations and for EnLink and
the General Partner, see   Note 18   in "Item 8. Financial Statements and
Supplementary Data" in this report. Our non-GAAP measures are typically used as
a quarterly performance measure. Amounts excluded for 2019 relate to asset
dispositions, the gain on the sale of Canadian operations, noncash asset
impairments (including noncash Barnett Shale and unproved asset
impairments), deferred tax asset valuation allowance, costs associated with
early retirement of debt, fair value changes in derivative financial instruments
and foreign currency, restructuring and transaction costs associated with the
workforce reductions in 2019 and restructuring and transaction costs associated
with the divestment of our Canadian operations in 2019.



Amounts excluded for 2018 relate to asset dispositions, the gain on the sale of
Devon's aggregate ownership interests in EnLink and the General Partner, noncash
asset impairments (including noncash unproved asset impairments), deferred tax
asset valuation allowance, costs associated with early retirement of debt, fair
value changes in derivative financial instruments and foreign currency,
restructuring and transaction costs associated with the workforce reductions in
2018.


Amounts excluded for 2017 relate to asset dispositions, noncash asset impairments (including noncash unproved asset impairments), U.S. tax reform changes, deferred tax asset valuation allowance, derivatives and financial instrument fair value changes, legal entity restructuring and costs associated with early retirement of debt.





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 our core earnings and earnings per share to their comparable GAAP measures.



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                                                                                      After               Per
                                                                                  Noncontrolling        Diluted
                                                Before tax       After tax          Interests            Share
2019
Continuing Operations
Loss attributable to Devon (GAAP)              $       (109 )   $       (79 )   $              (81 )   $   (0.21 )

Adjustments:


Asset dispositions                                      (48 )           (37 )                  (37 )       (0.09 )
Asset and exploration impairments                        20              15                     15          0.04
Fair value changes in financial instruments             623             480                    480          1.19
Restructuring and transaction costs                      84              64                     64          0.15

Core earnings attributable to Devon (Non-GAAP) $ 570 $ 443

     $              441     $    1.08
Discontinued Operations
Loss attributable to Devon (GAAP)              $       (632 )   $      (274 )   $             (274 )   $   (0.68 )

Adjustments:


Gain on sale of Canadian operations                    (223 )          (425 )                 (425 )       (1.05 )
Asset and exploration impairments                       785             613                    613          1.52
Deferred tax asset valuation allowance                    -              24                     24          0.06
Early retirement of debt                                 58              45                     45          0.11
Fair value changes in financial instruments
and foreign currency and other                          (33 )           (37 )                  (37 )       (0.10 )
Restructuring and transaction costs                     248             183                    183          0.45

Core earnings attributable to Devon (Non-GAAP) $ 203 $ 129

     $              129     $    0.31

Total


Loss attributable to Devon (GAAP)              $       (741 )   $      (353 )   $             (355 )   $   (0.89 )
Adjustments:
Continuing Operations                                   679             522                    522          1.29
Discontinued Operations                                 835             403                    403          0.99

Core earnings attributable to Devon (Non-GAAP) $ 773 $ 572

     $              570     $    1.39

2018


Continuing Operations
Earnings attributable to Devon (GAAP)          $        944     $       714     $              714     $    1.42

Adjustments:


Asset dispositions                                     (278 )          (214 )                 (214 )       (0.42 )
Asset and exploration impairments                       257             198                    198          0.40
Deferred tax asset valuation allowance                    -              (4 )                   (4 )       (0.01 )
Early retirement of debt                                312             240                    240          0.48
Fair value changes in financial instruments            (938 )          (723 )                 (723 )       (1.45 )
Restructuring and transaction costs                      97              76                     76          0.15

Core earnings attributable to Devon (Non-GAAP) $ 394 $ 287

     $              287     $    0.57
Discontinued Operations
Earnings attributable to Devon (GAAP)          $      2,839     $     2,510     $            2,350     $    4.68

Adjustments:


Asset dispositions                                   (2,593 )        (2,250 )               (2,250 )       (4.49 )
Fair value changes in financial instruments
and foreign currency                                    339             277                    270          0.54
Minimum volume commitment and restructuring
and transaction costs                                   (31 )           (27 )                   (2 )       (0.00 )

Core earnings attributable to Devon (Non-GAAP) $ 554 $ 510

     $              368     $    0.73

Total

Earnings attributable to Devon (GAAP) $ 3,783 $ 3,224

     $            3,064     $    6.10

Adjustments:


Continuing Operations                                  (550 )          (427 )                 (427 )       (0.85 )
Discontinued Operations                              (2,285 )        (2,000 )               (1,982 )       (3.95 )

Core earnings attributable to Devon (Non-GAAP) $ 948 $ 797


    $              655     $    1.30


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                                                                                      After               Per
                                                                                 Noncontrolling         Diluted
                                               Before tax       After tax           Interests            Share
2017
Continuing Operations
Earnings attributable to Devon (GAAP)          $        40     $        33     $                33     $    0.06

Adjustments:


Asset dispositions                                    (219 )          (140 )                  (140 )       (0.27 )
Asset and exploration impairments                      217             138                     138          0.26
Deferred tax asset valuation allowance                   -              (4 )                    (4 )       (0.01 )
Fair value changes in financial instruments             70              45                      45          0.09

Core earnings attributable to Devon (Non-GAAP) $ 108 $ 72

    $                72     $    0.13
Discontinued Operations
Earnings attributable to Devon (GAAP)          $       856     $     1,045     $               865     $    1.64

Adjustments:


U.S. tax reform                                          -            (211 )                  (112 )       (0.21 )
Fair value changes in financial instruments
and foreign currency                                  (289 )          (248 )                  (248 )       (0.47 )
Asset dispositions, impairments and early
retirement of debt                                      11               9                       7          0.01
Legal entity restructuring and deferred tax
asset valuation allowance                                -            (157 )                  (157 )       (0.29 )

Core earnings attributable to Devon (Non-GAAP) $ 578 $ 438

    $               355     $    0.68

Total

Earnings attributable to Devon (GAAP) $ 896 $ 1,078

    $               898     $    1.70

Adjustments:


Continuing Operations                                   68              39                      39          0.07
Discontinued Operations                               (278 )          (607 )                  (510 )       (0.96 )

Core earnings attributable to Devon (Non-GAAP) $ 686 $ 510

   $               427     $    0.81









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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 from continuing operations 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 revenues 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 continuing operations.

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





                                                   2019           2018           2017
Net earnings (loss) (GAAP)                      $     (353 )   $    3,224     $    1,078
Net (earnings) loss from discontinued
operations, net of tax                                 274         (2,510 )       (1,045 )
Financing costs, net                                   250            580            321
Income tax expense (benefit)                           (30 )          230              7
Exploration expenses                                    58            128            346
Depreciation, depletion and amortization             1,497          1,228          1,008
Asset impairments                                        -            156              -
Asset dispositions                                     (48 )         (278 )         (219 )
Share-based compensation                                83            104            121
Derivative and financial instrument non-cash
valuation changes                                      623           (938 ) 

70


Restructuring and transaction costs                     84             97              -
Accretion on discounted liabilities and other            5             54            (12 )
EBITDAX (non-GAAP)                                   2,443          2,075   

1,675


Marketing revenues and expenses, net                   (53 )          (33 ) 

46


Commodity derivative cash settlements                 (170 )          420           (115 )
General and administration expenses, cash-based        392            470   

524


Field-level cash margin (non-GAAP)              $    2,612     $    2,932     $    2,130





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