The following discussion and analysis addresses material changes in our results
of operations for the three-month and six-month periods ended June 30, 2020
compared to previous periods and in our financial condition and liquidity since
December 31, 2019. For information regarding our critical accounting policies
and estimates, see our   2019 Annual Report on Form 10-K   under "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

COVID - 19



A novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as
COVID-19, was reported to have surfaced in China in late 2019 and has
subsequently spread to multiple countries worldwide, resulting in a global
pandemic and health crisis. Devon began actively monitoring COVID-19 in January
2020 and formally established a COVID-19 cross-functional planning team at the
beginning of March. The COVID-19 team is focused on two key priorities: the
health and safety of our employees and contractors and the uninterrupted
operation of our business.



• Health and safety - The COVID-19 team has developed and implemented a

number of safety measures, which have successfully kept our workforce

healthy and safe. The COVID-19 team has established an informational

campaign to provide employees an understanding of the virus risk factors

and safety measures, as well as timely updates from governmental

stay-at-home regulations. Expectations have also been set for employees


         to communicate immediately if they, or someone they have been in contact
         with, has experienced symptoms or tested positive for COVID-19. Other
         measures have included closing all of Devon's office buildings and

locations to the public, implementing social distancing and encouraging

employees to work from home. Beginning in late March, more than 90% of

the workforce assigned to Devon's Oklahoma City Headquarters office were

primarily working from home until the vast majority returned to the

office late in the second quarter. The COVID-19 team also strongly

encourages employees to wear masks, reinforces social distancing measures

and continues to perform targeted and routine intensive and deep cleaning


         of all Devon office locations.




      •  Uninterrupted operation of our business - Beyond workforce safety
         measures, the COVID-19 team has worked with government officials to
         ensure our business continues to be deemed an essential business or

infrastructure. The COVID-19 team has ensured technology and resources

are available for employees to execute their job duties while working

from home and implemented further social distancing and contactless


         initiatives in our oil and gas field operations. The collective efforts
         of our COVID-19 team and our entire workforce have enabled us to avoid
         the need to implement COVID-19 containment or mitigation measures, which
         would require closure or suspension of any of our operations.




This outbreak and the related responses of governmental authorities and others
to limit the spread of the virus have significantly reduced global economic
activity, resulting in an unprecedented decline in the demand for oil and other
commodities. This supply-and-demand imbalance was exacerbated by uncertainty
regarding the future global supply of oil due to disputes between Russia and the
members of OPEC in March 2020. These factors caused a swift and material
deterioration in commodity prices in early 2020, with NYMEX WTI oil prices
falling from a high of over $60/Bbl at the beginning of the year to below
$20/Bbl in April 2020. By the end of the second quarter of 2020, NYMEX WTI oil
prices recovered to approximately $40/Bbl.



Despite the current economic challenges, we remain focused on building economic
value by executing on our strategic priorities of maximizing free cash flow,
maintaining low leverage, delivering cash returns to our shareholders and
pursuing ESG excellence. Our recent performance highlights for these priorities
include the following items:


• Efficiency gains drove second quarter capital expenditures 10% below our

plan, which had already been reduced 45% in response to COVID-19 effects on

commodity benchmark prices




  • Second-quarter oil production totaled 153 MBbls/d, exceeding our plan by 2%


    •  Operating costs continued to decline in the second quarter led by 17% and

       23% decreases from the first quarter for production and
       administrative expenses, respectively

• Initiatives are underway to deliver $300 million of sustainable, annualized

cash cost reductions by year-end 2020

• Exited the second-quarter with $4.7 billion of liquidity, including $1.7

billion of cash, with no near-term debt maturities

Accelerating Barnett Shale closing to October 1, 2020, from previously

scheduled date of December 31, 2020

• Board of Directors approved a $0.26 per share (approximately $100 million


       total) special dividend payable as of October 1, 2020


  • Board of Directors approved a $1.5 billion debt repurchase plan



                                       25

--------------------------------------------------------------------------------


  Table of Contents

Overview of 2020 Results



We operate 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,
which provides us with a strong foundation to grow returns, margin and
profitability. We continue to execute on our strategy and navigate through the
challenged economic environment by protecting our financial strength, tailoring
our capital investment to market conditions, improving our cash cost structure
and preserving operational continuity.



Trends of our quarterly earnings, operating cash flow, EBITDAX and capital
expenditures are shown below. The quarterly earnings chart presents amounts
pertaining to both Devon's continuing and discontinuing operations. The
quarterly 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 2.



[[Image Removed]]



Our net earnings in recent quarters have been significantly impacted by
divestiture transactions, asset impairments and temporary, noncash adjustments
to the value of our commodity hedges. Net earnings in the second quarter of 2020
included a $0.5 billion hedge valuation loss, net of tax. Net earnings in the
first quarter of 2020 included $2.3 billion of asset impairments on our proved
and unproved properties and a $0.5 billion hedge valuation gain, both net of
taxes. Net earnings in the fourth quarter of 2019 included $0.6 billion of asset
impairments and a $0.1 billion hedge valuation loss, both net of taxes. Net
earnings in the second quarter of 2019 included $0.3 billion for net after-tax
gains and charges related to our Canadian disposition. Excluding these amounts,
our core earnings have been more stable over recent quarters but continue to be
heavily influenced by commodity prices.



Despite our portfolio enhancements, aggressive cost reductions and operational
advancements, our financial results were challenged by commodity prices and
deterioration of the macro-economic environment resulting from the unprecedented
COVID-19 pandemic. Our earnings declined from the first quarter of 2020 to the
second quarter of 2020 due to a decrease in overall commodity prices. Led by a
39% decrease in WTI from the first quarter of 2020 to the second quarter of
2020, our unhedged combined realized price dropped 44%. In response to this
commodity price environment, we were able to reduce our production and general
and administrative costs 19% compared to the first quarter of 2020.



                                       26

--------------------------------------------------------------------------------


  Table of Contents

[[Image Removed]]



Like earnings, our operating cash flow is sensitive to volatile commodity
prices. EBITDAX, which excludes financial amounts related to discontinued
operations, and operating cash flows were significantly lower during the second
quarter of 2020 resulting from impacts of the COVID-19 pandemic and declines in
commodity prices. As operating cash flow has declined, we have reduced our 2020
capital development plans approximately $800 million, or 45% compared to the
original capital budget.



We exited the second quarter of 2020 with $4.7 billion of liquidity comprised of
$1.7 billion of cash, inclusive of $195 million of cash restricted for
discontinued operations, and $3.0 billion of available credit under our Senior
Credit Facility. We have $4.3 billion of debt outstanding with no maturities
until the end of 2025. We currently have approximately 95% of our expected oil
production and approximately 45% of our expected gas production protected with
hedges for the remainder of 2020. These contracts consist of collars and swaps
based off the WTI oil benchmark and the Henry Hub natural gas index.
Additionally, we have entered into regional basis swaps in an effort to protect
price realizations across our portfolio.

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 36.



Continuing Operations




Q2 2020 vs. Q1 2020

Our second quarter 2020 net loss from continuing operations was $677 million,
compared to a net loss of $1.7 billion for the first quarter of 2020. The graph
below shows the change in net loss from the first quarter of 2020 to the second
quarter of 2020. The material changes are further discussed by category on the
following pages.



[[Image Removed]]



                                       27

--------------------------------------------------------------------------------


  Table of Contents



Production Volumes

                      Q2 2020        % of Total      Q1 2020       Change
Oil (MBbls/d)
Delaware Basin              79               52 %          84         - 5 %
Powder River Basin          18               12 %          21        - 14 %
Eagle Ford                  27               18 %          26          +4 %
Anadarko Basin              21               13 %          24        - 11 %
Other                        8                5 %           8         - 6 %
Total                      153              100 %         163         - 6 %




                      Q2 2020        % of Total      Q1 2020       Change
Gas (MMcf/d)
Delaware Basin             241               39 %         244         - 1 %
Powder River Basin          20                3 %          29        - 29 %
Eagle Ford                  87               14 %          86          +2 %
Anadarko Basin             262               43 %         272         - 4 %
Other                        4                1 %           3         +13 %
Total                      614              100 %         634         - 3 %




                      Q2 2020        % of Total      Q1 2020       Change
NGLs (MBbls/d)
Delaware Basin              29               42 %          37        - 22 %
Powder River Basin           2                3 %           3        - 15 %
Eagle Ford                  12               17 %           9         +27 %
Anadarko Basin              25               37 %          30        - 14 %
Other                        1                1 %           1        - 37 %
Total                       69              100 %          80        - 13 %




                      Q2 2020        % of Total      Q1 2020       Change
Combined (MBoe/d)
Delaware Basin             149               46 %         162         - 8 %
Powder River Basin          24                7 %          29        - 17 %
Eagle Ford                  53               16 %          50          +7 %
Anadarko Basin              90               28 %          98         - 8 %
Other                        9                3 %           9         - 6 %
Total                      325              100 %         348         - 7 %




From the first quarter of 2020 to the second quarter of 2020, a decrease in
volumes contributed to a $51 million decrease in earnings. Due to the challenged
macro-economic environment, planned 2020 capital expenditures were reduced by
45% and certain marginal wells were shut-in during the second quarter resulting
in lower volumes. The majority of the shut-in production was restored by the end
of the second quarter.



In response to the challenged current macro-economic environment and the timing
of completions, we expect volumes to continue to decrease for the second half of
2020. Volumes for the third quarter are expected to range from approximately 301
to 318 MBoe/d and improve in the fourth quarter due to timing of completions.

Field Prices

                              Q2 2020       Realization      Q1 2020       Change
Oil (per Bbl)
WTI index                     $  28.42                       $  46.44        - 39 %
Realized price, unhedged      $  21.25          75%          $  44.59        - 52 %
Cash settlements              $  15.25                       $   5.14

Realized price, with hedges $ 36.50 128% $ 49.73

 - 27 %




                               Q2 2020       Realization       Q1 2020       Change
Gas (per Mcf)
Henry Hub index               $    1.71                       $    1.95        - 12 %
Realized price, unhedged      $    1.29          76%          $    1.21          +7 %
Cash settlements              $    0.28                       $    0.36

Realized price, with hedges $ 1.57 92% $ 1.57

     +0 %




                                 Q2 2020       Realization      Q1 2020       Change
NGLs (per Bbl)
Mont Belvieu blended index (1)   $  12.57                       $  14.39        - 13 %
Realized price, unhedged         $   8.89          71%          $  10.40        - 15 %
Cash settlements                 $   0.51                       $   0.61

Realized price, with hedges $ 9.40 75% $ 11.01

- 15 %

(1)Based upon composition of our NGL barrel.





                              Q2 2020      Q1 2020       Change

Combined (per Boe) Realized price, unhedged $ 14.37 $ 25.43 - 44 % Cash settlements

$   7.83     $   3.20

Realized price, with hedges $ 22.20 $ 28.63 - 22 %






From the first quarter of 2020 to the second quarter of 2020, field prices
contributed to a $332 million decrease in earnings. Unhedged realized oil and
NGL prices decreased primarily due to lower WTI and Mont Belvieu index prices.
These decreases were partially offset by favorable hedge cash settlements across
each of our products.



As prices deteriorated towards the end of the first quarter from the COVID-19
pandemic, we added additional oil and gas hedges for the remainder of 2020 and
the year 2021. We currently have approximately 95% of our remaining 2020 oil
production hedged with an average floor price of $41/Bbl and approximately 45%
of our remaining 2020 gas production hedged with an average floor price of
$2.20/Mcf. Additionally, we continue to build our 2021 hedge positions at market
prices.



Hedge Settlements



                              Q2 2020       Q1 2020      Change
                                 Q
Oil                          $     213     $      76        +180 %
Natural gas                         15            21        - 29 %
NGL                                  4             4          +0 %

Total cash settlements (1) $ 232 $ 101 +130 %




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




                                       28

--------------------------------------------------------------------------------

Table of Contents



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



Production Expenses



                                          Q2 2020       Q1 2020      Change
LOE                                      $     108     $     126        - 14 %
Gathering, processing & transportation         123           130         - 5 %
Production taxes                                25            56        - 55 %
Property taxes                                   7             6          +2 %
Total                                    $     263     $     318        - 17 %
Per Boe:
LOE                                      $    3.69     $    3.96         - 7 %
Gathering, processing &
  transportation                         $    4.16     $    4.11          +1 %
Percent of oil, gas and NGL sales:
Production taxes                               5.9 %         6.9 %      - 14 %




LOE and gathering, processing and transportation costs decreased in the second
quarter due to the challenged macro-economic environment which resulted in lower
activity levels. Additionally, production taxes decreased due to lower oil, gas
and NGL sales.

Field-Level Cash Margin

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



                                      Q2 2020       $ per BOE       Q1 2020       $ per BOE
Field-level cash margin (non-GAAP)
Delaware Basin                       $     106     $      7.81     $     260     $     17.72
Powder River Basin                          20     $      9.09            54     $     20.48
Eagle Ford                                  22     $      4.50            87     $     19.20
Anadarko Basin                              13     $      1.67            74     $      8.22
Other                                        -     $      0.10            14     $     15.55
Total                                $     161     $      5.45     $     489     $     15.41




Due to lower commodity benchmark prices, our unhedged realized price per Boe
dropped 44% from the first quarter to the second quarter of 2020. These lower
realizations dramatically reduced our field-level cash margin and other
performance measures. Consequently, we have initiatives underway to reduce
annualized expenses $300 million by the end of 2020. These initiatives include
decreasing annualized production expenses $125 million and general and
administrative expenses $100 million. These savings will be generated from
adjustments to our workforce and production operations, as well as expiries of
minimum volume commitments. We also intend to reduce net financing costs $75
million upon repurchasing up to $1.5 billion of debt as authorized by our Board
of Directors.

DD&A and Asset Impairments



                                Q2 2020      Q1 2020      Change
Oil and gas per Boe            $    9.33     $  11.90        - 22 %

Oil and gas                    $     276     $    377        - 27 %
Other property and equipment          23           24         - 2 %
Total                          $     299     $    401        - 25 %

Asset impairments              $       -     $  2,666         N/M



Asset impairments were $2.7 billion in the first quarter of 2020 due to significant decreases in commodity prices since the end of 2019 resulting primarily from the COVID-19 pandemic. For additional information, see Note 5 in "Part I. Financial Information - Item 1. Financial Statements" in this report.

DD&A decreased in the second quarter primarily due to lower volumes and lower rates resulting from impairments recorded in the first quarter of 2020.

General and Administrative Expenses







                                              Q2 2020       Q1 2020      Change
Labor and benefits (net of reimbursements)   $      45     $      66        - 32 %
Non-labor                                           34            36         - 6 %
Total                                        $      79     $     102        - 23 %



G&A decreased primarily as a result of lower employee costs and benefits.





Other Items

                                         Q2 2020       Q1 2020       Change in earnings
Commodity hedge valuation changes (1)   $    (593 )   $     619     $             (1,212 )
Marketing and midstream operations             (8 )         (18 )                     10
Exploration expenses                           12           112                      100
Net financing costs                            69            65                       (4 )
Other expenses                                 13           (48 )                    (61 )
                                                                    $             (1,167 )

(1) Included as a component of oil, gas and NGL derivatives on the consolidated


       statements of comprehensive earnings.




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



Marketing and midstream operations improved primarily due to downstream product inventory impairments of $17 million recognized in the first quarter of 2020.

Exploration expenses decreased due to $110 million of unproved asset impairments during the first quarter of 2020. For additional information, see Note 5

in

"Part I. Financial Information - Item 1. Financial Statements" in this report.


                                       29

--------------------------------------------------------------------------------

Table of Contents

Other expenses increased due to a severance tax refund recorded in the first quarter of 2020 related to prior periods.





Income Taxes



                             Q2 2020       Q1 2020
Current benefit             $      (3 )   $    (106 )
Deferred benefit                    -          (311 )
Total benefit               $      (3 )   $    (417 )
Effective income tax rate           0 %          20 %




For discussion on income taxes, see Note 7 in "Part I. Financial Information - Item 1. Financial Statements" in this report.


                                       30

--------------------------------------------------------------------------------


  Table of Contents

2020 vs. 2019



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.



Q2 2020 vs. Q2 2019



Our second quarter 2020 net loss from continuing operations was $677 million,
compared to net earnings of $151 million in the second quarter of 2019. The
graph below shows the change in net earnings (loss) from the second quarter of
2019 to the second quarter of 2020. The material changes are further discussed
on the following pages.



[[Image Removed]]


June 30, YTD 2020 vs. June 30, YTD 2019





Our six months ended June 30, 2020 net loss from continuing operations was $2.4
billion, compared to a net loss of $227 million for the six months ended June
30, 2019. The graph below shows the change in the net loss from the six months
ended June 30, 2019 to the six months ended June 30, 2020. The material changes
are further discussed on the following pages.



[[Image Removed]]









                                       31

--------------------------------------------------------------------------------


  Table of Contents

Production Volumes



                                        Three Months Ended June 30,                           Six Months Ended June 30,
                              2020          % of Total       2019      Change       2020        % of Total       2019      Change
Oil (MBbls/d)
Delaware Basin                    79                 52 %       67         +19 %        81               51 %       63         +29 %
Powder River Basin                18                 12 %       15         +20 %        20               13 %       15         +30 %
Eagle Ford                        27                 18 %       23         +16 %        27               17 %       24         +11 %
Anadarko Basin                    21                 13 %       31        - 32 %        22               14 %       32        - 30 %
Other                              8                  5 %        8         - 1 %         8                5 %        9         - 8 %
Total                            153                100 %      144          +6 %       158              100 %      143         +11 %
Gas (MMcf/d)
Delaware Basin                   241                 39 %      158         +52 %       242               39 %      152         +60 %
Powder River Basin                20                  3 %       22         - 7 %        24                4 %       20         +21 %
Eagle Ford                        87                 14 %       81          +8 %        87               14 %       82          +6 %
Anadarko Basin                   262                 43 %      313        - 16 %       267               43 %      323        - 17 %
Other                              4                  1 %        4          +0 %         4                0 %        6        - 38 %
Total                            614                100 %      578          +6 %       624              100 %      583          +7 %
NGLs (MBbls/d)
Delaware Basin                    29                 42 %       27          +8 %        33               45 %       25         +33 %
Powder River Basin                 2                  3 %        2         +20 %         3                3 %        2         +32 %
Eagle Ford                        12                 17 %       12         - 7 %        10               14 %       12        - 13 %
Anadarko Basin                    25                 37 %       40        - 37 %        28               37 %       38        - 27 %
Other                              1                  1 %        1        - 40 %         1                1 %        1        - 35 %
Total                             69                100 %       82        - 15 %        75              100 %       78         - 5 %
Combined (MBoe/d)
Delaware Basin                   149                 46 %      120         +24 %       155               46 %      113         +37 %
Powder River Basin                24                  7 %       21         +15 %        27                8 %       21         +28 %
Eagle Ford                        53                 16 %       49          +8 %        52               15 %       50          +3 %
Anadarko Basin                    90                 28 %      124        - 27 %        94               28 %      123        - 24 %
Other                              9                  3 %       10         - 9 %         9                3 %       11        - 15 %
Total                            325                100 %      324          +0 %       337              100 %      318          +6 %




From the second quarter of 2019 to the second quarter of 2020, an increase in
higher-margin oil volumes contributed to a $34 million increase in earnings.
From the six months ended 2019 to the six months ended 2020, an increase in
volumes contributed to a $166 million increase in earnings. Continued
development in the Delaware Basin and Powder River Basin has resulted in higher
production volumes during 2020 compared to 2019. These increases were partially
offset by significantly lower activity in the Anadarko Basin.



                                       32

--------------------------------------------------------------------------------


  Table of Contents

Field Prices



                                             Three Months Ended June 30,                             Six Months Ended June 30,
                                   2020         Realization       2019       Change       2020        Realization       2019       Change
Oil (per Bbl)
WTI index                        $   28.42                       $ 59.85        - 53 %   $ 37.43                       $ 57.36        - 35 %
Realized price, unhedged         $   21.25          75%          $ 57.11        - 63 %   $ 33.27          89%          $ 54.51        - 39 %
Cash settlements                 $   15.25                       $ (0.41 )               $ 10.04                       $  1.59
Realized price, with hedges      $   36.50         128%          $ 56.70        - 36 %   $ 43.31         116%          $ 56.10        - 23 %
Gas (per Mcf)
Henry Hub index                  $    1.71                       $  2.64        - 35 %   $  1.83                       $  2.90        - 37 %
Realized price, unhedged         $    1.29          76%          $  1.38         - 6 %   $  1.25          68%          $  2.00        - 38 %
Cash settlements                 $    0.28                       $  0.34                 $  0.32                       $  0.02
Realized price, with hedges      $    1.57          92%          $  1.72

- 9 % $ 1.57 86% $ 2.02 - 22 % NGLs (per Bbl) Mont Belvieu blended index (1) $ 12.57

$ 19.05        - 34 %   $ 13.48                       $ 21.00        - 36 %
Realized price, unhedged         $    8.89          71%          $ 15.00        - 41 %   $  9.70          72%          $ 16.57        - 41 %
Cash settlements                 $    0.51                       $  1.40                 $  0.56                       $  1.06

Realized price, with hedges $ 9.40 75% $ 16.40

    - 43 %   $ 10.26          76%          $ 17.63        - 42 %
Combined (per Boe)
Realized price, unhedged         $   14.37                       $ 31.79        - 55 %   $ 20.09                       $ 32.21        - 38 %
Cash settlements                 $    7.83                       $  0.79                 $  5.43                       $  1.00
Total                            $   22.20                       $ 32.58        - 32 %   $ 25.52                       $ 33.21        - 23 %


  (1) Based upon composition of our NGL barrel.




From the second quarter of 2019 to the second quarter of 2020, field prices
contributed to a $546 million decrease in earnings. From the six months ended
2019 to the six months ended 2020, field prices contributed to a $790 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.





Hedge Settlements



                                           Three Months Ended June 30,             Six Months Ended June 30,
                                            2020                  2019             2020                  2019
Oil                                     $         213         $         (6 )   $         289         $         40
Natural gas                                        15                   18                36                    2
NGL                                                 4                   11                 8                   15
Total cash settlements (1)              $         232         $         23     $         333         $         57


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




Production Expenses



                                        Three Months Ended June 30,                 Six Months Ended June 30,
                                     2020            2019         Change        2020            2019        Change
LOE                                $     108       $     114          - 6 %   $     234       $    224           +5 %
Gathering, processing &
transportation                           123             111          +11 %         253            220          +15 %
Production taxes                          25              64         - 60 %          81            124         - 35 %
Property taxes                             7               7          - 2 %          13             11          +15 %
Total                              $     263       $     296         - 11 %   $     581       $    579           +0 %
Per Boe:
LOE                                $    3.69       $    3.85          - 4 %   $    3.83       $   3.90          - 2 %
Gathering, processing &
transportation                     $    4.16       $    3.78          +10 %   $    4.13       $   3.82           +8 %
Percent of oil, gas and NGL
sales:
Production taxes                         5.9 %           6.8 %       - 13 %         6.6 %          6.7 %        - 2 %


                                       33

--------------------------------------------------------------------------------

Table of Contents



An increase in gathering, processing and transportation costs from the six
months ended 2019 to the six months ended 2020 was due to higher volumes and the
Anadarko minimum volume commitments which are set to expire at the end of 2020.
These increases were offset by lower production taxes resulting from lower 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.





                                      Three Months Ended June 30,                             Six Months Ended June 30,
                            2020        $ per BOE       2019       $ per BOE       2020       $ per BOE       2019        $ per BOE
Field-Level Cash Margin
(non-GAAP)
Delaware Basin             $   106     $      7.81     $  267     $     24.46     $  366     $     12.97     $   501     $     24.43
Powder River Basin              20     $      9.09         60     $     31.79         74     $     15.31         110     $     29.44
Eagle Ford                      22     $      4.50        120     $     26.63        109     $     11.58         249     $     27.58
Anadarko Basin                  13     $      1.67        177     $     15.77         87     $      5.09         380     $     17.01
Other                            -     $      0.10         17     $     18.93         14     $      8.16          36     $     18.17
Total                      $   161     $      5.45     $  641     $     21.78     $  650     $     10.60     $ 1,276     $     22.15




DD&A and Asset Impairments



                                         Three Months Ended June 30,                Six Months Ended June 30,
                                     2020             2019         Change        2020           2019        Change
Oil and gas per Boe                $    9.33       $    11.74         - 20 

% $ 10.66 $ 11.73 - 9 %



Oil and gas                        $     276       $      345         - 20 %   $     653       $   676          - 3 %
Other property and equipment              23               29         - 20 %          47            58         - 19 %
Total                              $     299       $      374         - 20 %   $     700       $   734          - 5 %

Asset impairments                  $       -       $        -          N/M     $   2,666       $     -          N/M



DD&A decreased primarily due to lower rates resulting from asset impairments recorded in the first quarter of 2020.

General and Administrative Expenses





                                         Three Months Ended June 30,                Six Months Ended June 30,
                                     2020           2019           Change        2020           2019        Change
Labor and benefits (net of
reimbursements)                    $     45       $      74           - 40 %   $    111       $    160         - 31 %
Non-labor                                34              40           - 13 %         70             89         - 21 %
Total                              $     79       $     114           - 31 %   $    181       $    249         - 27 %





Labor and benefits and non-labor expenses decreased primarily as a result of continued workforce reduction and cost savings initiatives.


                                       34

--------------------------------------------------------------------------------


  Table of Contents

Other Items



                                               Three Months Ended June 30,                     Six Months Ended June 30,
                                                                       Change in                                     Change in
                                          2020            2019          earnings         2020           2019          earnings

Commodity hedge valuation changes (1) $ (593 ) $ 117 $

(710 ) $ 26 $ (522 ) $ 548 Marketing and midstream operations

             (8 )           17               (25 )        (26 )            32              (58 )
Exploration expenses                           12              7                (5 )        124              11             (113 )
Asset dispositions                              -             (2 )              (2 )          -             (47 )            (47 )
Net financing costs                            69             66                (3 )        134             126               (8 )
Restructuring and transaction costs             -             12                12            -              63               63
Other expenses                                 13              7                (6 )        (35 )           (15 )             20
                                                                      $       (739 )                                $        405

(1) Included as a component of oil, gas and NGL derivatives on the consolidated


       statements of comprehensive earnings.




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



Marketing and midstream operations decreased approximately $58 million for the first six months ended 2020 compared to the first six months ended 2019 primarily due to lower commodity prices resulting from the challenged macro-economic environment in 2020, as well as downstream product inventory impairments of $17 million recognized in the first quarter of 2020.





Exploration expenses increased approximately $113 million for the first six
months ended 2020 compared to the first six months ended 2019 primarily due to
$113 million in unproved asset impairments in the first six months of 2020. For
additional information, see   Note 5   in "Part I. Financial Information -
Item 1. Financial Statements" in this report.



Devon recognized $63 million in restructuring expenses during the first six
months of 2019 due to workforce reductions and other initiatives designed to
enhance its operational focus and cost structure. For additional information,
see   Note 6   in "Part I. Financial Information - Item 1. Financial Statements"
in this report.






                                       35

--------------------------------------------------------------------------------


  Table of Contents

Discontinued Operations



Results of Operations - Discontinued Operations





The table below presents key components from discontinued operations for the
time periods presented. Discontinued operations include the Canadian business
that Devon sold in June 2019 and the Barnett Shale assets that Devon has
contracted to sell and which is scheduled to close on October 1, 2020. For
additional information on discontinued operations, see   Note 17   in "Part I.
Financial Information - Item 1. Financial Statements" in this report.

                                          Three Months Ended                      Six Months Ended
                                June 30,       March 31,       June 30,       June 30,         June 30,
                                  2020           2020            2019           2020             2019

Oil, gas and NGL sales $ 77 $ 92 $ 494

  $       169      $      994
Oil, gas and NGL derivatives   $        -     $         -     $        9     $         -      $      (95 )
Production expenses            $       74     $        74     $      229     $       148      $      451
Asset impairments              $        -     $       179     $       37     $       179      $       37
Asset dispositions             $       (2 )   $         -     $     (188 )   $        (2 )    $     (187 )
Restructuring and
transaction costs              $        -     $         -     $      236     $         -      $      239
Earnings (loss) from
discontinued operations
before income taxes            $        9     $      (157 )   $       62     $      (148 )    $      132
Income tax benefit             $        -     $       (32 )   $     (282 )   $       (32 )    $     (273 )
Net earnings (loss) from
discontinued operations, net
of tax                         $        9     $      (125 )   $      344     $      (116 )    $      405

Production (MMBoe):
Barnett Shale                           9               9              9              18              18
Canada                                  -               -              9               -              19
Total production                        9               9             18              18              37
Realized price, unhedged
(per Boe) - Barnett Shale      $     8.89     $     10.16     $    12.57     $      9.54      $    14.38
Realized price, unhedged
(per Boe) - Canada                    N/A             N/A     $    43.03             N/A      $    38.41




Q2 2020 vs. Q1 2020



Net earnings (loss) from discontinued operations, net of tax increased $134
million from the first quarter of 2020 to the second quarter of 2020. During the
first quarter of 2020, we recognized $179 million in asset impairments on our
Barnett Shale assets due to the amended terms of the Barnett Shale sales
agreement. This increase in earnings was partially offset by lower gas and NGL
sales in the second quarter resulting from lower commodity prices.



Q2 2020 vs. Q2 2019



Net earnings from discontinued operations, net of tax decreased $335 million
from the second quarter of 2019 to the second quarter of 2020. Net earnings
decreased primarily due to the divestment of Devon's Canadian operations during
the second quarter of 2019.


June 30, 2020 YTD vs. June 30, 2019 YTD





Net earnings (loss) from discontinued operations, net of tax decreased $521
million for the first six months ended June 30, 2020 compared to the first six
months ended June 30, 2019. Net earnings decreased primarily due to the
divestment of Devon's Canadian operations during the second quarter of 2019, as
well as lower revenues resulting from the challenged macro-economic environment
in 2020. Additionally, 2020 includes $179 million in incremental asset
impairments to our Barnett Shale assets related to the amended terms of the
Barnett Shale sales agreement during the first quarter of 2020.







                                       36

--------------------------------------------------------------------------------

Table of Contents

Capital Resources, Uses and Liquidity

Sources and Uses of Cash

The following table presents the major changes in cash and cash equivalents for the three and six months ended June 30, 2020 and 2019.





                                         Three Months Ended June 30,           Six Months Ended June 30,
                                          2020                2019              2020               2019
Operating cash flow from continuing
operations                            $         150       $         432     $        679       $         868
Divestitures of property and
equipment                                         3                  28               28                 338
Capital expenditures                           (307 )              (486 )           (732 )              (976 )
Acquisitions of property and
equipment                                        (1 )               (13 )             (5 )               (23 )
Debt activity, net                                -                   -                -                (162 )
Repurchases of common stock                       -                (187 )            (38 )            (1,185 )
Common stock dividends                          (42 )               (37 )            (76 )               (71 )
Contributions from noncontrolling
interests                                         6                   -               11                   -
Distributions to noncontrolling
interests                                        (3 )                 -               (6 )                 -
Other                                             -                  (3 )            (17 )               (23 )
Net change in cash, cash
equivalents and restricted cash
  from discontinued operations                  136               2,764              (19 )             2,641
Net change in cash, cash
equivalents and restricted cash       $         (58 )     $       2,498     $       (175 )     $       1,407
Cash, cash equivalents and
restricted cash at end of period      $       1,669       $       3,853     $      1,669       $       3,853




Operating Cash Flow



Despite our portfolio enhancements, aggressive cost reductions and operational
advancements, our financial results were challenged by commodity prices and
deterioration of the macro-economic environment resulting from the unprecedented
COVID-19 pandemic. As presented in the table above, net cash provided by
operating activities continued to be a significant source of capital and
liquidity. During the six months ended June 30, 2020, our operating cash flow
funded approximately 85% of our capital expenditures and dividends.

Divestitures of Property and Equipment



During the first six months of 2019, we sold non-core U.S. assets for
approximately $338 million, net of customary purchase price adjustments. For
additional information, please see   Note 2   in "Part I. Financial Information
- Item 1. Financial Statements" in this report.

Capital Expenditures and Acquisitions of Property and Equipment

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





                                   Three Months Ended June 30,                Six Months Ended June 30,
                                   2020                   2019               2020                   2019
Delaware Basin                $          192         $          245     $          413         $          470
Powder River Basin                        46                     60                131                    116
Eagle Ford                                42                     54                136                    109
Anadarko Basin                            10                     93                 18                    229
Other                                      3                     15                  6                     26
Total oil and gas                        293                    467                704                    950
Midstream                                 11                     11                 19                     11
Other                                      3                      8                  9                     15
Total capital expenditures    $          307         $          486     $          732         $          976
Acquisitions                  $            1         $           13     $            5         $           23




                                       37

--------------------------------------------------------------------------------

Table of Contents



Capital expenditures consist primarily of amounts related to our oil and gas
exploration and development operations, midstream operations and other corporate
activities. Our capital program is designed to operate within or near operating
cash flow. This is evidenced by our operating cash flow funding approximately
90% of our capital expenditures for the six months ended June 30, 2020. Our
capital investment program is driven by a disciplined allocation process focused
on returns. Our capital expenditures are lower in 2020 primarily due to our
decreased spending in the Anadarko Basin, partially offset by increased capital
investment in the Powder River Basin and Eagle Ford. In response to the current
macro-economic environment, we reduced our 2020 capital expenditures outlook by
approximately $800 million, or 45% compared to the original capital budget.

Debt Activity

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

Shareholder Distributions and Stock Activity



The following table summarizes our common stock dividends during the first six
months of 2020 and 2019. Beginning with the second quarter of 2020, we increased
our quarterly dividend 22%, to $0.11 per share. We previously increased our
quarterly dividend to $0.09 per share commencing with the second quarter of
2019.

                     Amounts       Rate Per Share
Quarter Ended 2020:
First quarter       $      34     $           0.09
Second quarter             42     $           0.11
Total year-to-date  $      76
Quarter Ended 2019:
First quarter       $      34     $           0.08
Second quarter             37     $           0.09
Total year-to-date  $      71


We repurchased 2.2 million shares of common stock for $38 million in the first
six months of 2020 and 42.1 million shares of common stock for $1.2 billion in
the first six months of 2019 under share repurchase programs authorized by our
Board of Directors. For additional information, see   Note 16   in "Part I.
Financial Information - Item 1. Financial Statements" in this report.

Noncontrolling Interest Contributions and Distributions

During the first six months of 2020, we received $11 million in contributions from our noncontrolling interests in CDM and distributed $6 million to our noncontrolling interests in CDM.


                                       38

--------------------------------------------------------------------------------

Table of Contents

Cash Flows from Discontinued Operations

All cash flows in the following table relate to activities of our Canadian business that Devon sold in June 2019 and the Barnett Shale assets that Devon has contracted to sell and is scheduled to close on October 1, 2020.





                                              Three Months Ended June 30,          Six Months Ended June 30,
                                                2020                2019           2020               2019
Canadian tax payments                        $       (20 )       $        -     $      (173 )     $           -
Settlements of intercompany foreign
denominated assets/liabilities                         -                (32 )             -                 (31 )
Other                                                (23 )              223              (1 )               162
Operating activities                                 (43 )              191            (174 )               131
Divestitures of property and equipment -
Canadian operations                                    -              2,601               -               2,601
Divestitures of property and equipment -
Barnett Shale assets                                 170                  -             170                   -
Divestitures of property and equipment               170              2,601             170               2,601
Capital expenditures and other                         1                (65 )             -                (123 )
Investing activities                                 171              2,536             170               2,478
Financing activities                                   -                  -               -                  (7 )
Settlements of intercompany foreign
denominated assets/liabilities                         -                 32               -                  31
Other                                                  8                  5             (15 )                 8
Effect of exchange rate changes on cash                8                 37             (15 )                39
Net change in cash, cash equivalents and
restricted cash of
  discontinued operations                    $       136         $    2,764     $       (19 )     $       2,641


Operating cash flows during the first six months of 2020 include $173 million of
cash income and withholding tax payments in Canada related to divestitures and
was also negatively impacted by lower commodity prices. Foreign currency
denominated intercompany loan activity resulted in a realized loss of $32
million in the second quarter of 2019 as a result of the strengthening 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 table above, resulting in no
impact to the net change in cash, cash equivalents and restricted cash.
Investing cash flows during the first six months of 2020 include $170 million in
deposit funds from BKV due to the amended terms on the sale of our Barnett Shale
assets, which is scheduled to close on October 1, 2020. On June 27, 2019, we
completed the sale of our Canadian business for proceeds of $2.6 billion. See

Note 2 and Note 17 in "Part I. Financial Information - Item 1. Financial Statements" in this report for additional details on these divestitures.

Liquidity



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



Beginning in the first quarter of 2020, the macro-economic environment
deteriorated significantly and has created extreme volatility primarily due to
concerns arising from the COVID-19 pandemic. In response to this environment, we
will continue to maintain flexibility within our capital program as we continue
to focus on protecting our financial strength and maintaining operational
continuity. Additionally, we have initiatives underway to reduce annualized
production, administrative and financing expenses a total of $300 million.
Further, we expect to fund a $0.26 per share (approximately $100 million total)
special dividend on October 1, 2020.









                                       39

--------------------------------------------------------------------------------

Table of Contents

Operating Cash Flow



Key inputs into determining our planned capital investment are the amounts of
cash we hold and operating cash flow we expect to generate over the next one to
three or more years. At the end of the second quarter of 2020, we held
approximately $1.7 billion of cash, inclusive of $195 million of cash restricted
for discontinued operations. Our operating cash flow forecasts are sensitive to
many variables and include a measure of uncertainty as the actual results of
these variables may differ from our expectations.

Commodity Prices - The most uncertain and volatile variables for our operating
cash flow are the prices of the oil, gas and NGLs we produce and sell. Prices
are determined primarily by prevailing market conditions. Regional and worldwide
economic activity, weather and other 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. For the remainder of 2020, we have
approximately 95% of our oil production hedged with an average floor price of
$41/Bbl and approximately 45% of our gas production hedged with an average floor
price of $2.20/Mcf. Additionally, we are currently building our 2021 hedge
positions at market prices. The key terms to our oil, gas and NGL derivative
financial instruments as of June 30, 2020 are presented in   Note 3   in "Part
I. Financial Information - Item 1. Financial Statements" of this report.

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.



Driven by lower realized prices, margins and capital investment, we have begun
initiatives to reduce our annualized production and administrative costs a total
of $225 million. We expect these annualized savings to be sustainable as we
tailor our workforce and operations for current activity levels.

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 and
other protections allowed per our agreements.



Divestitures of Property and Equipment





We expect to close our Barnett Shale divestiture on October 1, 2020. Pursuant to
the terms of this transaction, we currently hold a $170 million deposit and
expect to receive approximately $300 million at closing, net of purchase price
adjustments.



Capital Expenditures

In response to the current macro-economic environment, we reduced our 2020
capital expenditures outlook by approximately $800 million, or 45% compared to
the original capital budget. Our exploration and development budget for the
remainder of 2020 is expected to range from $350 million to $400 million. As
economic factors change, we will continue to be flexible with our capital
program.

Debt Repurchases



Our Board of Directors has authorized a $1.5 billion debt repurchase program.
Repurchases will be dependent on market conditions and may be made through open
market purchases, tender offers or other transaction structures. The repurchases
are expected to generate $75 million of annualized financing cost savings.

                                       40

--------------------------------------------------------------------------------

Table of Contents

Credit Availability



As of June 30, 2020, we had approximately $3.0 billion of available borrowing
capacity under our Senior Credit Facility. This credit facility supports our
$3.0 billion of short-term credit under our commercial paper program. At June
30, 2020, there were no borrowings under our commercial paper program, and we
were in compliance with the Senior Credit Facility's financial covenant.

Debt Ratings



We receive debt ratings from the major ratings agencies in the U.S. In
determining our debt ratings, the agencies consider a number of qualitative and
quantitative items including, but not limited to, commodity pricing levels, our
liquidity, asset quality, reserve mix, debt levels, cost structure, planned
asset sales and production growth opportunities. Our credit rating from Standard
and Poor's Financial Services is BBB- with a negative outlook. Our credit rating
from Fitch is BBB with a stable outlook. Our credit rating from Moody's Investor
Service is Ba1 with a stable outlook. Any rating downgrades may result in
additional letters of credit or cash collateral being posted under certain
contractual arrangements.

Critical Accounting Estimates

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. Due to an unprecedented downturn in
the commodity price environment and the resulting asset impairments, Devon had
significant deferred tax assets at March 31, 2020. Accordingly, we reassessed
the realizability of our deferred tax assets in future periods and recorded a
100% valuation allowance against our net deferred tax assets during the first
quarter of 2020. As of June 30, 2020, we remain in a full valuation allowance
position.

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.

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 risk-adjusted 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
historically have utilized NYMEX forward strip prices for the first five years
and applied internally generated price forecasts for subsequent years. In
response to the COVID-19 pandemic, the NYMEX forward market became highly
illiquid as evidenced by materially reduced trading volumes for periods beyond
2021. Therefore, we altered our price forecast assumptions to perform our March
31, 2020 impairment computations. Specifically, we supplemented the NYMEX
forward strip prices with price forecasts published by reputable investment
banks and reservoir engineering firms to estimate our future revenues as of
March 31, 2020.

We also 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. To measure indicated impairments, we use a market-based
weighted-average cost of

                                       41

--------------------------------------------------------------------------------

Table of Contents



capital to discount the future net cash flows. Changes to any of the reserves or
market-based assumptions can significantly affect estimates of undiscounted and
discounted pre-tax cash flows and impact the recognition and amount of
impairments.

Reduced demand from the COVID-19 pandemic and management of production levels
from OPEC caused WTI pricing to decrease more than 60% during the first quarter
of 2020. As a result, we reduced our planned 2020 capital investment 45%. With
materially lower commodity prices and reduced near-term investment, we assessed
all our oil and gas fields for impairment as of March 31, 2020 and recognized
proved and unproved impairments totaling $2.8 billion. The impairments relate to
our Anadarko Basin and Rockies fields in which our basis included acquisitions
completed in 2016 and 2015, respectively, when commodity prices were much higher
than they are today.

We assessed our Eagle Ford asset for impairment as of June 30, 2020 utilizing
the same methodology we applied for the impairment assessments for all of our
and oil and gas fields in the first quarter of 2020. Our Eagle Ford asset's sum
of undiscounted cash flows exceeded the carrying value indicating no impairment
as of June 30, 2020. Further, as a result of improved oil pricing, the cushion
increased significantly from March 31, 2020 to June 30, 2020. If prices
significantly deteriorate and/or management lowers the planned capital
investment in the Eagle Ford field, our Eagle Ford asset could be subject to a
material impairment of capitalized costs.



Goodwill



We test goodwill for impairment annually at October 31, or more frequently if
events or changes in circumstances dictate that the carrying value of goodwill
may not be recoverable. We perform a qualitative assessment to determine whether
it is more likely than not that the fair value of goodwill is less than its
carrying amount. As part of our qualitative assessment, we considered the
general macro-economic, industry and market conditions, changes in cost factors,
actual and expected financial performance, significant changes in management,
strategy or customers and stock performance. If the qualitative assessment
determines that a quantitative goodwill impairment test is required, then the
fair value is compared to the carrying value. If the fair value is less than the
carrying value, an impairment charge will be recognized for the amount by which
the carrying amount exceeds the fair value. Because quoted market prices are not
available, the fair value is estimated based upon a valuation analyses including
comparable companies and transactions and premiums paid.



Because the trading price of our common stock decreased 73% during the first
quarter of 2020 in response to the COVID-19 pandemic, we performed a goodwill
impairment test as of March 31, 2020. While the cushion narrowed significantly
since our last impairment evaluation, we concluded an impairment was not
required as of March 31, 2020. The two most critical judgements included in the
March 31, 2020, test were the period utilized to determine Devon's market
capitalization and the control premium. For the test performed as of March 31,
2020 we derived our market capitalization by using our average common stock
price from the latter two thirds of March 2020, to align with the time in the
quarter subsequent to a key OPEC+ meeting and the date COVID-19 was officially
classified as a pandemic. We applied a control premium based on recent
comparable market transactions.



Subsequent to the end of the first quarter of 2020, Devon's common stock price
increased approximately 60% during the second quarter but remains significantly
less than our average trading price before the events experienced in the first
quarter of 2020. Although our common stock price and commodity prices are in a
period of high volatility, a sustained period of depressed commodity prices
would adversely affect our estimates of future operating results, which could
result in future goodwill impairments due to the potential impact on the cash
flows of our operations. The impairment of goodwill has no effect on liquidity
or capital resources. However, it would adversely affect our results of
operations in the period recognized.

For additional information regarding our critical accounting policies and estimates, see our 2019 Annual Report on Form 10-K .































                                       42

--------------------------------------------------------------------------------

Table of Contents

Non-GAAP Measures



We make reference to "core earnings (loss) attributable to Devon" and "core
earnings (loss) per share attributable to Devon" in "Overview of 2020 Results"
in this Item 2 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 asset and Canadian operations, see   Note 17
in "Part I. Financial Information - Item 1. Financial Statements" in this
report. Our non-GAAP measures are typically used as a quarterly performance
measure. Amounts excluded relate to asset dispositions, noncash asset
impairments (including noncash unproved asset impairments), deferred tax asset
valuation allowance, fair value changes in derivative financial instruments and
foreign currency, changes in tax legislation and restructuring and transaction
costs associated with the workforce reductions in 2019.

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.









































                                       43

--------------------------------------------------------------------------------

Table of Contents

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



                                                           Three Months Ended June 30,                                            Six Months Ended June 30,
                                                                               After               Per                                               After               Per
                                                                          Noncontrolling         Diluted                                         Noncontrolling        Diluted
                                        Before tax       After tax           Interests            Share        Before tax       After tax          Interests            Share
2020
Continuing Operations
Loss attributable to Devon (GAAP)       $      (680 )   $      (677 )   $              (679 )   $   (1.80 )   $     (2,787 )   $    (2,367 )   $           (2,370 )   $   (6.29 )
Adjustments:
Asset and exploration impairments                 4               3                       3          0.01            2,780           2,149                  2,149          5.71
Deferred tax asset valuation allowance            -             149                     149          0.39                -             257                    257          0.67
Fair value changes in financial
instruments                                     593             459                     459          1.22              (26 )           (20 )                  (20 )       (0.05 )
Change in tax legislation                         -               -                       -         (0.00 )              -             (62 )                  (62 )       (0.16 )
Core loss attributable to Devon
(Non-GAAP)                              $       (83 )   $       (66 )   $               (68 )   $   (0.18 )   $        (33 )   $       (43 )   $              (46 )   $   (0.12 )
Discontinued Operations
Earnings (loss) attributable to Devon
(GAAP)                                  $         9     $         9     $                 9     $    0.02     $       (148 )   $      (116 )   $             (116 )   $   (0.31 )
Adjustments:
Asset dispositions                               (2 )            (1 )                    (1 )       (0.00 )             (2 )            (1 )                   (1 )       (0.00 )
Asset impairments                                 -               -                       -             -              179             141                    141          0.37
Fair value changes in foreign currency
and other                                        (5 )            (6 )                    (6 )       (0.02 )              5               4                      4          0.01
Core earnings attributable to Devon
(Non-GAAP)                              $         2     $         2     $                 2     $    0.00     $         34     $        28     $               28     $    0.07
Total
Loss attributable to Devon (GAAP)       $      (671 )   $      (668 )   $              (670 )   $   (1.78 )   $     (2,935 )   $    (2,483 )   $           (2,486 )   $   (6.60 )
Adjustments:
Continuing Operations                           597             611                     611          1.62            2,754           2,324                  2,324          6.17
Discontinued Operations                          (7 )            (7 )                    (7 )       (0.02 )            182             144                    144          0.38
Core earnings (loss) attributable to
Devon (Non-GAAP)                        $       (81 )   $       (64 )   $               (66 )   $   (0.18 )   $          1     $       (15 )   $              (18 )   $   (0.05 )
2019
Continuing Operations
Earnings (loss) attributable to Devon
(GAAP)                                  $       219     $       151     $               151     $    0.37     $       (278 )   $      (227 )   $             (227 )   $   (0.54 )
Adjustments:
Asset dispositions                               (2 )            (1 )                    (1 )       (0.00 )            (47 )           (36 )                  (36 )       (0.08 )
Asset and exploration impairments                 1               1                       1          0.00                2               2                      2          0.00
Deferred tax asset valuation allowance            -              11                      11          0.03                -              (2 )                   (2 )       (0.01 )
Fair value changes in financial
instruments                                    (117 )           (90 )                   (90 )       (0.22 )            521             402                    402          0.95
Restructuring and transaction costs              12              10                      10          0.02               63              49                     49          0.12
Core earnings attributable to Devon
(Non-GAAP)                              $       113     $        82     $                82     $    0.20     $        261     $       188     $              188     $    0.44
Discontinued Operations
Earnings attributable to Devon (GAAP)   $        62     $       344     $               344     $    0.82     $        132     $       405     $              405     $    0.96
Adjustments:
Asset dispositions                             (188 )          (460 )                  (460 )       (1.12 )           (187 )          (459 )                 (459 )       (1.10 )
Asset and exploration impairments                38              27                      27          0.07               38              27                     27          0.07
Deferred tax asset valuation allowance            -              32                      32          0.08                -              27                     27          0.06
Fair value changes in financial
instruments and foreign currency and
other                                           (20 )           (17 )                   (17 )       (0.04 )            (23 )           (24 )                  (24 )       (0.06 )
Restructuring and transaction costs             236             172                     172          0.42              239             175                    175          0.42
Core earnings attributable to Devon
(Non-GAAP)                              $       128     $        98     $                98     $    0.23     $        199     $       151     $              151     $    0.35
Total
Earnings (loss) attributable to Devon
(GAAP)                                  $       281     $       495     $               495     $    1.19     $       (146 )   $       178     $              178     $    0.42
Adjustments:
Continuing Operations                          (106 )           (69 )                   (69 )       (0.17 )            539             415                    415          0.98
Discontinued Operations                          66            (246 )                  (246 )       (0.59 )             67            (254 )                 (254 )       (0.61 )
Core earnings attributable to Devon
(Non-GAAP)                              $       241     $       180     $               180     $    0.43     $        460     $       339     $              339     $    0.79


                                       44

--------------------------------------------------------------------------------

Table of Contents

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 sales less production expenses.
Production expenses consist of lease operating, gathering, processing and
transportation expenses, as well as production and property taxes.

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

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

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





                                               Three Months Ended June 30,            Six Months Ended June 30,
                                               2020                  2019              2020                2019
Net earnings (loss) (GAAP)                 $        (668 )       $         495     $      (2,483 )     $        178
Net (earnings) loss from discontinued
operations, net of tax                                (9 )                (344 )             116               (405 )
Financing costs, net                                  69                    66               134                126
Income tax expense (benefit)                          (3 )                  68              (420 )              (51 )
Exploration expenses                                  12                     7               124                 11
Depreciation, depletion and amortization             299                   374               700                734
Asset impairments                                      -                     -             2,666                  -
Asset dispositions                                     -                    (2 )               -                (47 )
Share-based compensation                              19                    21                39                 44
Derivative and financial instrument
non-cash valuation changes                           593                  (117 )             (26 )              521
Restructuring and transaction costs                    -                    12                 -                 63
Accretion on discounted liabilities and
other                                                 13                     8               (35 )              (14 )
EBITDAX (non-GAAP)                                   325                   588               815              1,160
Marketing and midstream revenues and
expenses, net                                          8                   (17 )              26                (32 )
Commodity derivative cash settlements               (232 )                 (23 )            (333 )              (57 )
General and administrative expenses,
cash-based                                            60                    93               142                205

Field-level cash margin (non-GAAP) $ 161 $ 641 $ 650 $ 1,276






                                       45

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses