The following discussion and analysis addresses material changes in our results
of operations for the three-month and six-month periods ended June 30, 2021
compared to previous periods and in our financial condition and liquidity since
December 31, 2020. To help facilitate comparisons to the three-month period
ended March 31, 2021, information regarding our first quarter 2021 financial
results can be found in our   First Quarter 2021 Quarterly Report on Form 10-Q

. Additionally, for information regarding our critical accounting policies and estimates, see our 2020 Annual Report on Form 10-K under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

WPX Merger and Operating Results





On September 26, 2020, we entered into the Merger Agreement, providing for an
all-stock merger of equals with WPX which successfully closed on January 7,
2021. The Merger has created a leading unconventional oil producer in the U.S.,
with an asset base underpinned by premium acreage in the economic core of the
Delaware Basin. This strategic combination accelerates our transition to a
cash-return business model, including the implementation of a fixed plus
variable dividend strategy. We remain focused on building economic value by
executing on our strategic priorities of disciplined oil volume growth while
capturing operational and corporate synergies, reducing reinvestment rates to
maximize free cash flow, maintaining low leverage, delivering cash returns to
our shareholders and pursuing ESG excellence. Our recent performance highlights
for these priorities include the following items:



• Efficiency gains drove second quarter capital expenditures 9% below our plan.

• Second quarter Boe production totaled 567 MBoe/d, exceeding our plan by 3%.

• On pace to achieve approximately $600 million in annual cost savings by the


       end of 2021.


  • Redeemed approximately $1.2 billion of senior notes in 2021.

• Exited the second quarter with $4.5 billion of liquidity, including $1.5

billion of cash, with no debt maturities until 2023.

• Including variable dividends, paid dividends of approximately $432 million

in the first six months of 2021 and have declared $331 million of dividends

to be paid in the third quarter of 2021.




Overview of 2021 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
various economic environments by protecting our financial strength, tailoring
our capital investment to market conditions, improving our cash cost structure
and preserving operational continuity.



After a significant downturn in economic activity in 2020 resulting from the
unprecedented COVID-19 pandemic, economic activity has begun to recover, and
commodity prices have continued to increase in 2021. However, we expect
commodity prices to remain volatile with the emergence of COVID-19 variants and
pending OPEC+ curtailment decisions. We will continue to evaluate the global
impacts of COVID-19 as they evolve and will adapt accordingly as a company.



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 discontinued operations. The quarterly
cash flow chart presents amounts pertaining to Devon's continuing operations.
Activity related to discontinued operations is only applicable for 2020 periods.
"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.



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[[Image Removed]]



Our net earnings in recent quarters have been significantly impacted by
divestiture transactions, asset impairments and temporary, non-cash adjustments
to the value of our commodity hedges. Net earnings in the second quarter of
2021, the first quarter of 2021, the fourth quarter of 2020 and the third
quarter of 2020 each included a hedge valuation loss, net of tax of $0.3
billion, $0.2 billion, $0.1 billion and $0.1 billion, respectively. 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 have been challenged by commodity prices and
deterioration of the macro-economic environment resulting from the
aforementioned COVID-19 pandemic; however, prices have begun to recover and
increase significantly in 2021. Our earnings increased from the first quarter of
2021 to the second quarter of 2021 primarily due to an increase in overall
commodity prices as well as higher sold volumes. Led by a 14% increase in WTI
from the first quarter of 2021 to the second quarter of 2021, our unhedged
combined realized price rose 7%. Volumes increased due to new well activity and
restored production operations following winter storms in the first quarter.



[[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 have been impacted by the COVID-19 pandemic
and its impact on commodity prices. Our cash flow increased during the first and
second quarters of 2021 primarily due to higher commodity prices and an increase
in sold volumes.



We exited the second quarter of 2021 with $4.5 billion of liquidity, comprised
of $1.5 billion of cash and $3.0 billion of available credit under our Senior
Credit Facility. We currently have $6.5 billion of debt outstanding with no
maturities until August 2023. We currently have approximately 45% and 60% of our
remaining 2021 oil and gas production hedged, respectively, and 20% and 25% of
our 2022 oil and gas production hedged, respectively. These contracts consist of
collars and swaps based off the WTI oil

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benchmark and the Henry Hub and NYMEX last day natural gas indices. 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 discontinued operations or noncontrolling interests.



Q2 2021 vs. Q1 2021

Our second quarter 2021 net earnings were $261 million, compared to net earnings
of $216 million for the first quarter of 2021. The graph below shows the change
in net earnings from the first quarter of 2021 to the second quarter of 2021.
The material changes are further discussed by category on the following pages.

[[Image Removed]]

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Production Volumes

                      Q2 2021        % of Total      Q1 2021       Change
Oil (MBbls/d)
Delaware Basin             191               66 %         172         +11 %
Anadarko Basin              17                6 %          13         +29 %
Williston Basin             46               16 %          44          +3 %
Eagle Ford                  18                6 %          16         +14 %
Powder River Basin          16                5 %          17         - 4 %
Other                        3                1 %           6        - 45 %
Total                      291              100 %         268          +9 %




                      Q2 2021        % of Total      Q1 2021       Change
Gas (MMcf/d)
Delaware Basin             513               58 %         471          +9 %
Anadarko Basin             225               26 %         200         +13 %
Williston Basin             61                7 %          49         +24 %
Eagle Ford                  59                7 %          47         +25 %
Powder River Basin          21                2 %          21          +3 %
Other                        2                0 %           3        - 25 %
Total                      881              100 %         791         +11 %




                      Q2 2021        % of Total      Q1 2021       Change
NGLs (MBbls/d)
Delaware Basin              82               64 %          60         +36 %
Anadarko Basin              26               20 %          21         +21 %
Williston Basin              9                7 %           8         +21 %
Eagle Ford                   9                7 %           6         +39 %
Powder River Basin           3                2 %           3         - 4 %
Other                        -                0 %           1       - 100 %
Total                      129              100 %          99         +30 %




                      Q2 2021        % of Total      Q1 2021       Change
Combined (MBoe/d)
Delaware Basin             358               63 %         310         +16 %
Anadarko Basin              80               14 %          68         +18 %
Williston Basin             66               12 %          61          +8 %
Eagle Ford                  37                6 %          30         +21 %
Powder River Basin          22                4 %          23         - 3 %
Other                        4                1 %           7        - 43 %
Total                      567              100 %         499         +14 %



From the first quarter of 2021 to the second quarter of 2021, the change in volumes contributed to a $229 million increase in earnings. The increase in volumes was primarily due to downtime in the first quarter related to the February winter storm and new well activity in the second quarter in the Delaware Basin. Volumes in the third quarter are expected to range from approximately 566 to 594 MBoe/d.





Realized Prices

                              Q2 2021       Realization      Q1 2021        Change
Oil (per Bbl)
WTI index                     $  66.04                       $  57.87          +14 %
Realized price, unhedged      $  63.63          96%          $  55.28          +15 %
Cash settlements              $ (13.29 )                     $  (9.13 )
Realized price, with hedges   $  50.34          76%          $  46.15           +9 %




                              Q2 2021       Realization      Q1 2021       Change
Gas (per Mcf)
Henry Hub index               $   2.83                       $   2.71          +4 %
Realized price, unhedged      $   2.35          83%          $   2.84        - 17 %
Cash settlements              $  (0.15 )                     $  (0.15 )
Realized price, with hedges   $   2.20          78%          $   2.69        - 18 %




                              Q2 2021       Realization      Q1 2021        Change
NGLs (per Bbl)
WTI index                     $  66.04                       $  57.87          +14 %
Realized price, unhedged      $  23.89          36%          $  25.01          - 4 %
Cash settlements              $  (0.25 )                     $  (0.20 )
Realized price, with hedges   $  23.64          36%          $  24.81          - 5 %




                              Q2 2021      Q1 2021       Change
Combined (per Boe)
Realized price, unhedged      $  41.75     $  39.14          +7 %
Cash settlements              $  (7.11 )   $  (5.17 )
Realized price, with hedges   $  34.64     $  33.97          +2 %




From the first quarter of 2021 to the second quarter of 2021, field prices
contributed to a $168 million increase in earnings. Unhedged realized oil prices
increased primarily due to higher WTI index prices. This was partially offset by
lower unhedged realized gas and NGL prices which was primarily due to higher
first quarter pricing contracts resulting from the winter storm and increased
ethane rejection, respectively. The increase in WTI was also partially offset by
an increase in hedge cash settlement payments.



We currently have approximately 45% of our remaining 2021 oil production hedged
with an average floor price of $40/Bbl and approximately 60% of our remaining
2021 gas production hedged with an average floor price of $2.57/Mcf. We
currently have approximately 20% of our 2022 oil production hedged with an
average floor price of $45/Bbl and approximately 25% of our 2022 gas production
hedged with an average floor price of $2.64/Mcf.



Hedge Settlements



                              Q2 2021       Q1 2021      Change
                                 Q
Oil                          $    (352 )   $    (220 )      - 60 %
Natural gas                        (12 )         (10 )      - 20 %
NGL                                 (3 )          (2 )      - 50 %
Total cash settlements (1)   $    (367 )   $    (232 )      - 58 %


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




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

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Production Expenses



                                          Q2 2021       Q1 2021       Change
LOE                                      $     210     $     199           +6 %
Gathering, processing & transportation         147           129          +14 %
Production taxes                               143           117          +22 %
Property taxes                                  13            13           +0 %
Total                                    $     513     $     458          +12 %
Per Boe:
LOE                                      $    4.06     $    4.44          - 9 %
Gathering, processing &
  transportation                         $    2.85     $    2.87          - 1 %
Percent of oil, gas and NGL sales:
Production taxes                               6.7 %         6.6 %         +1 %




Production expenses increased from the first quarter of 2021 to the second
quarter of 2021 primarily due to the activity impacts from the February 2021
winter storm and new well activity in the second quarter. Production taxes also
increased due to the rise in commodity prices.



Field-Level Cash Margin



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



                                     Q2 2021       $ per BOE      Q1 2021       $ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin                       $  1,102     $     33.79     $    895     $     32.07
Anadarko Basin                            145     $     19.86           85     $     14.01
Williston Basin                           197     $     32.98          161     $     29.70
Eagle Ford                                106     $     31.88           72     $     26.57
Powder River Basin                         74     $     36.78           67     $     31.99
Other                                      17     $     42.85           19     $     28.21
Total                                $  1,641     $     31.79     $  1,299     $     28.95




DD&A and Asset Impairments



                                Q2 2021       Q1 2021       Change
Oil and gas per Boe            $    9.88     $    9.78           +1 %

Oil and gas                    $     510     $     439          +16 %
Other property and equipment   $      26            28          - 7 %
Total                          $     536     $     467          +15 %



DD&A increased in the second quarter of 2021 primarily due to higher volumes.

General and Administrative Expense





                      Q2 2021       Q1 2021      Change
G&A per Boe          $    1.81     $    2.40        - 25 %

Labor and benefits   $      60     $      72        - 17 %
Non-labor                   34            35         - 3 %
Total                $      94     $     107        - 12 %



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





Other Items

                                         Q2 2021       Q1 2021       Change in earnings
Commodity hedge valuation changes (1)   $    (336 )   $    (296 )   $                (40 )
Marketing and midstream operations              1           (21 )                     22
Exploration expenses                            3             3                        -
Asset dispositions                            (87 )         (32 )                     55
Net financing costs                            80            77                       (3 )
Restructuring and transaction costs            23           189                      166
Other, net                                    (14 )         (29 )                    (15 )
                                                                    $                185

(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.



Asset dispositions in the second quarter of 2021 includes $65 million related to
the re-valuation of contingent earnout payments associated with our divested
Barnett Shale assets. For additional information, see   Note 2   in "Part I.
Financial Information - Item 1. Financial Statements" in this report.



Restructuring and transaction costs reflect workforce reductions in conjunction
with the Merger, as well as various transaction costs related to the Merger. The
majority of these costs were recorded in the first quarter of 2021. For
additional information, see   Note 6   in "Part I. Financial Information -
Item 1. Financial Statements" in this report.



Income Taxes



                              Q2 2021       Q1 2021
Current expense (benefit)    $      19     $      (5 )
Deferred expense (benefit)          24          (243 )
Total expense (benefit)      $      43     $    (248 )
Effective income tax rate           14 %         763 %



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


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June 30, YTD 2021 vs. June 30, YTD 2020





Our six months ended June 30, 2021 net earnings were $477 million, compared to a
net loss of $2.4 billion (excludes discontinued operations) for the six months
ended June 30, 2020. The graph below shows the change in the net earnings (loss)
from the six months ended June 30, 2020 to the six months ended June 30, 2021.
The material changes are further discussed by category on the following pages.

[[Image Removed]]





















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Production Volumes



                               Six Months Ended June 30,
                      2021         % of Total     2020       Change
Oil (MBbls/d)
Delaware Basin           181               65 %      81        +123 %
Anadarko Basin            15                5 %      22        - 34 %
Williston Basin           45               16 %       -         N/M
Eagle Ford                17                6 %      27        - 37 %
Powder River Basin        16                6 %      20        - 17 %
Other                      5                2 %       8        - 40 %
Total                    279              100 %     158         +77 %




                               Six Months Ended June 30,
                      2021         % of Total     2020       Change
Gas (MMcf/d)
Delaware Basin           492               59 %     242        +103 %
Anadarko Basin           213               25 %     267        - 20 %
Williston Basin           55                7 %       -         N/M
Eagle Ford                53                6 %      87        - 39 %
Powder River Basin        21                3 %      24        - 13 %
Other                      2                0 %       4        - 39 %
Total                    836              100 %     624         +34 %




                               Six Months Ended June 30,
                      2021         % of Total     2020       Change
NGLs (MBbls/d)
Delaware Basin            71               62 %      33        +114 %
Anadarko Basin            23               21 %      28        - 15 %
Williston Basin            9                8 %       -         N/M
Eagle Ford                 8                7 %      10        - 26 %
Powder River Basin         3                2 %       3          +7 %
Other                      -                0 %       1       - 100 %
Total                    114              100 %      75         +53 %




                               Six Months Ended June 30,
                      2021         % of Total     2020       Change
Combined (MBoe/d)
Delaware Basin           334               63 %     155        +116 %
Anadarko Basin            74               14 %      94        - 22 %
Williston Basin           63               12 %       -         N/M
Eagle Ford                33                6 %      52        - 35 %
Powder River Basin        23                4 %      27        - 14 %
Other                      6                1 %       9        - 38 %
Total                    533              100 %     337         +58 %




From the six months ended 2020 to the six months ended 2021, the change in
volumes contributed to an $841 million increase in earnings. Due to the Merger
closing on January 7, 2021, volumes now include WPX legacy assets in the
Delaware Basin in Texas and New Mexico and the Williston Basin in North Dakota.
Volumes associated with these WPX legacy assets were approximately 219 MBoe/d
for the six months ended 2021. Continued development of Devon legacy assets in
the Delaware Basin also increased volumes. These increases were partially offset
by impacts of the February 2021 winter storm and reduced activity across Devon's
remaining assets.

Realized Prices



                                           Six Months Ended June 30,
                                2021        Realization       2020         Change
Oil (per Bbl)
WTI index                     $  61.95                       $ 37.43          +66 %
Realized price, unhedged      $  59.65          96%          $ 33.27          +79 %
Cash settlements              $ (11.30 )                     $ 10.04
Realized price, with hedges   $  48.35          78%          $ 43.31          +12 %




                                          Six Months Ended June 30,
                                2021        Realization       2020       Change
Gas (per Mcf)
Henry Hub index               $   2.77                       $ 1.83         +51 %
Realized price, unhedged      $   2.58          93%          $ 1.25        +106 %
Cash settlements              $  (0.15 )                     $ 0.32
Realized price, with hedges   $   2.43          88%          $ 1.57         +55 %




                                          Six Months Ended June 30,
                               2021        Realization       2020        Change
NGLs (per Bbl)
WTI index                     $ 61.95                       $ 37.43         +66 %
Realized price, unhedged      $ 24.37          39%          $  9.70        +151 %
Cash settlements              $ (0.23 )                     $  0.56
Realized price, with hedges   $ 24.14          39%          $ 10.26        +135 %




                                   Six Months Ended June 30,
                                2021           2020        Change
Combined (per Boe)
Realized price, unhedged      $   40.54       $ 20.09        +102 %
Cash settlements              $   (6.21 )     $  5.43
Realized price, with hedges   $   34.33       $ 25.52         +35 %




From the six months ended 2020 to the six months ended 2021, field prices
contributed to a $1.8 billion increase in earnings. Unhedged realized oil, gas
and NGL prices increased primarily due to higher WTI, Henry Hub and Mont Belvieu
index prices. The increase in index prices was partially offset by a decrease in
hedge cash settlements related to all products.



Hedge Settlements



                                 Six Months Ended June 30,
                               2021           2020      Change
Oil                          $    (572 )     $  289       - 298 %
Natural gas                        (22 )         36       - 161 %
NGL                                 (5 )          8       - 163 %
Total cash settlements (1)   $    (599 )     $  333       - 280 %


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


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

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Production Expenses



                                              Six Months Ended June 30,
                                           2021           2020       Change
LOE                                      $     409       $   234         +75 %
Gathering, processing & transportation         276           253          +9 %
Production taxes                               260            81        +221 %
Property taxes                                  26            13        +100 %
Total                                    $     971       $   581         +67 %
Per Boe:
LOE                                      $    4.24       $  3.83         +11 %
Gathering, processing &
  transportation                         $    2.86       $  4.13        - 31 %
Percent of oil, gas and NGL sales:
Production taxes                               6.7 %         6.6 %        +2 %




Production expenses increased primarily due to the Merger closing on January 7,
2021. For additional information, see   Note 2   in "Part I. Financial
Information - Item 1. Financial Statements" in this report. Partially offsetting
increases to gathering, processing and transportation costs were approximately
$23 million of Anadarko volume commitments which expired at the end of 2020.
Production taxes also increased due to the rise in commodity prices.



Field-Level Cash Margin



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



                                                 Six Months Ended June 30,
                                      2021        $ per BOE      2020       $ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin                       $ 1,997     $     33.00     $ 366     $     12.97
Anadarko Basin                           230     $     17.20        87     $      5.09
Williston Basin                          358     $     31.42         -             N/M
Eagle Ford                               178     $     29.50       109     $     11.58
Powder River Basin                       141     $     34.36        74     $     15.31
Other                                     36     $     33.43        14     $      8.16
Total                                $ 2,940     $     30.48     $ 650     $     10.60
























DD&A and Asset Impairments



                                     Six Months Ended June 30,
                                  2021           2020        Change
Oil and gas per Boe            $     9.83       $ 10.66          - 8 %

Oil and gas                    $      949       $   653          +45 %
Other property and equipment           54            47          +17 %
Total                          $    1,003       $   700          +43 %

Asset impairments              $        -       $ 2,666          N/M




DD&A increased in 2021 primarily due to the Merger closing on January 7, 2021.
For additional information, see   Note 2   in "Part I. Financial Information -
Item 1. Financial Statements" in this report.



Asset impairments were $2.7 billion for the six months ended 2020 due to
significant decreases in commodity prices resulting primarily from the COVID-19
pandemic. These impairments resulted in lower DD&A rates in 2021 compared to
2020. For additional information, see   Note 5   in "Part I. Financial
Information - Item 1. Financial Statements" in this report.



General and Administrative Expense





                          Six Months Ended June 30,
                       2021           2020       Change
G&A per Boe          $    2.08       $  2.96        - 30 %

Labor and benefits   $     132       $   111         +19 %
Non-labor                   69            70         - 1 %
Total                $     201       $   181         +11 %




Labor and benefits increased primarily due to the Merger closing on January 7,
2021. However, Devon's G&A per Boe rate decreased 30% primarily due to synergies
created by the Merger.



Other Items

                                                    Six Months Ended June 30,
                                          2021            2020        Change in earnings
Commodity hedge valuation changes (1)   $    (632 )     $     26     $               (658 )
Marketing and midstream operations            (20 )          (26 )                      6
Exploration expenses                            6            124                      118
Asset dispositions                           (119 )            -                      119
Net financing costs                           157            134                      (23 )
Restructuring and transaction costs           212              -                     (212 )
Other, net                                    (43 )          (35 )                      8
                                                                     $               (642 )


    (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

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information, see Note 3 in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Exploration expenses decreased primarily due to unproved asset impairments of $113 million 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.





Asset dispositions includes $65 million related to the re-valuation of
contingent earnout payments associated with our divested Barnett Shale assets.
For additional information, see   Note 2   in "Part I. Financial Information -
Item 1. Financial Statements" in this report.



Net financing costs increased as a result of WPX debt assumed in the Merger,
partially offset by a $30 million gain associated with our debt retirements in
the first six months of 2021. For additional information, see   Note 13   in
"Part I. Financial Information - Item 1. Financial Statements" in this report.



Restructuring and transaction costs reflect workforce reductions in conjunction
with the Merger, as well as various transaction costs related to the Merger. For
additional information, see   Note 6   in "Part I. Financial Information -
Item 1. Financial Statements" in this report.



Income Taxes





                               Six Months Ended June 30,
                               2021                2020
Current expense (benefit)   $        14         $      (109 )
Deferred benefit                   (219 )              (311 )
Total benefit               $      (205 )       $      (420 )
Effective income tax rate           (75 %)               15 %



For discussion on income taxes, see Note 7 in "Part I. Financial Information - Item 1. Financial Statements" in 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 three and six months ended June 30, 2021 and 2020.





                                         Three Months Ended June 30,          Six Months Ended June 30,
                                         2021               2020               2021                2020

Operating cash flow from
continuing operations                $      1,093       $        150       $       1,685       $        679
WPX acquired cash                               -                  -                 344                  -
Divestitures of property and
equipment                                      49                  3                  64                 28
Capital expenditures                         (504 )             (307 )            (1,003 )             (732 )
Debt activity, net                           (742 )                -              (1,302 )                -
Repurchases of common stock                     -                  -                   -                (38 )
Common stock dividends                       (229 )              (42 )              (432 )              (76 )
Noncontrolling interest activity,
net                                            (2 )                3                 (30 )                5
Other                                          (4 )               (1 )               (24 )              (22 )
Net change in cash, cash
equivalents and restricted cash
  from discontinued operations                  -                136                   -                (19 )
Net change in cash, cash
equivalents and restricted cash      $       (339 )     $        (58 )     $        (698 )     $       (175 )
Cash, cash equivalents and
restricted cash at end of period     $      1,539       $      1,669       $       1,539       $      1,669

Operating Cash Flow and WPX Acquired Cash





As presented in the table above, net cash provided by operating activities
continued to be a significant source of capital and liquidity. Operating cash
flow grew approximately 150% during the six months ended June 30, 2021 compared
to the six months ended June 30, 2020. The increase was due to the Merger and
prices significantly increasing in the first half of 2021. Despite our portfolio
enhancements, aggressive cost reductions and operational advancements, our 2020
financial results were challenged by commodity prices and deterioration of the
macro-economic environment resulting from the unprecedented COVID-19 pandemic.

Divestitures of Property and Equipment



During the first six months of 2021, we sold non-core assets for approximately
$64 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

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,
                                   2021                   2020               2021                    2020
Delaware Basin                $          378         $          192     $           775         $          413
Anadarko Basin                             9                     10                  18                     18
Williston Basin                           18                      -                  46                      -
Eagle Ford                                29                     42                  43                    136
Powder River Basin                         7                     46                  40                    131
Other                                      -                      3                   -                      6
Total oil and gas                        441                    293                 922                    704
Midstream                                 43                     11                  48                     19
Other                                     20                      3                  33                      9
Total capital expenditures    $          504         $          307     $         1,003         $          732




Capital expenditures consist primarily of amounts related to our oil and gas
exploration and development operations, midstream operations and other corporate
activities. Capital expenditures increased in 2021 primarily due to the Merger
closing on January 7, 2021 and results now include activity related to WPX
legacy assets in the Delaware Basin in Texas and New Mexico and the Williston

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Basin in North Dakota. Our capital program is designed to operate within or near
operating cash flow. This is evidenced by our operating cash flow funding all of
our capital expenditures for the six months ended June 30, 2021. Our capital
investment program is driven by a disciplined allocation process focused on
returns. Our capital expenditures are expected to range between $1.7 billion to
$2.0 billion for the full year 2021.

Debt Activity

Subsequent to the Merger closing, we redeemed $1.2 billion of senior notes in the first half of 2021. We also paid $59 million of cash retirement costs related to these redemptions.

Shareholder Distributions and Stock Activity



The following table summarizes our common stock dividends during the second
quarter and total for the first six months of 2021 and 2020. We raised our
quarterly dividend by 22% to $0.11 per share in the second quarter of 2020. In
addition to the fixed quarterly dividend, we paid a variable dividend in the
first and second quarters of 2021.

                   Fixed      Variable      Total       Rate Per Share
2021:
First quarter      $   76     $     127     $  203     $           0.30
Second quarter         75           154        229     $           0.34
Total year-to-date $  151     $     281     $  432
2020:
First quarter      $   34     $       -     $   34     $           0.09
Second quarter         42             -         42     $           0.11
Total year-to-date $   76     $       -     $   76

We repurchased 2.2 million shares of common stock for $38 million in the first six months of 2020. For additional information, see Note 17 in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Noncontrolling Interest Activity, net



During the first six months of 2021, we received $3 million of contributions
from our noncontrolling interests in CDM and distributed $9 million to our
noncontrolling interests in CDM. In the first quarter of 2021, we paid $24
million to purchase the noncontrolling interest portion of a partnership that
WPX had formed to acquire minerals in the Delaware Basin.

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.

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.

On January 7, 2021, Devon and WPX completed an all-stock merger of equals. With
the Merger, we are accelerating our transition to a cash-return business model,
which moderates growth, emphasizes capital efficiencies and prioritizes cash
returns to shareholders. These principles will position Devon to be a consistent
builder of economic value through the cycle. The post-merger scalability is
expected to enhance Devon's free cash flow, credit profile and decrease the
overall cost of capital.

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 post-merger capital
requirements as discussed in this section as well as accelerate our cash-return
business model.



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Operating Cash Flow

Key inputs into determining our planned capital investment are the amount of
cash we hold and operating cash flow we expect to generate over the next one to
three or more years. At the end of the second quarter of 2021, we held
approximately $1.5 billion of cash, inclusive of $191 million of cash restricted
primarily for retained obligations related to divested assets. Our operating
cash flow forecasts are sensitive to many variables and include a measure of
uncertainty as 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 highly variable factors influence market
conditions for these products. These factors, which are difficult to predict,
create volatility in prices and are beyond our control.

To mitigate some of the risk inherent in prices, we utilize various derivative
financial instruments to protect a portion of our production against downside
price risk. 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 June 30, 2021 are presented in   Note
3   in "Part I. Financial Information - Item 1. Financial Statements" of this
report.

Further, when considering the current commodity price environment and our
current hedge position, we expect to achieve our capital investment priorities.
Additionally, as commodity prices have increased, we remain committed to a
maintenance capital program for the foreseeable future. We do not intend to add
any growth projects until market fundamentals recover, excess inventory clears
up and OPEC+ curtailed volumes are effectively absorbed by the world markets.

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.

Cost savings from synergies resulting from the Merger are expected to be
attained through cost reductions and efficiencies related to our capital
programs, G&A, financing costs and production expenses. We anticipate the
planned $600 million reduction of annualized costs will occur by year-end 2021.
Approximately 35% of the reduced costs are related to our capital programs and
the remainder relate to our operating expenses, including G&A, interest expense
and production expenses.

Restructuring and Transaction Related Costs - The majority of the Merger-related
restructuring and transaction cost cash outflows were paid in the first six
months of 2021 and the remaining costs will be paid mostly over the remaining
six months of 2021. These payments relate to workforce reductions and the
associated employee severance benefits, costs to modify or abandon vendor
contracts and the acceleration of certain employee benefits triggered by the
Merger.

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.

Assumption and Repayment of WPX Debt



In conjunction with the Merger closing on January 7, 2021, we assumed a
principal value of $3.3 billion of WPX debt. Subsequent to the Merger closing,
we have reduced our debt by approximately $1.2 billion in the first half of
2021. We expect these redemptions to lower our annual cash net financing costs
by approximately $70 million.

Credit Availability

As of June 30, 2021, 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, 2021, there were no borrowings under our commercial paper program, and we
were in compliance with the Senior Credit Facility's financial covenant.

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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 positive 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.

Fixed Plus Variable Dividend



Following the closing of the Merger, we initiated a new "fixed plus variable"
dividend strategy. The fixed dividend is currently paid quarterly at a rate of
$0.11 per share, and our Board of Directors will consider a number of factors
when setting the quarterly dividend, if any, including a general target of
paying out approximately 10% of operating cash flow through the fixed dividend.
In addition to the fixed quarterly dividend, we may pay a variable dividend up
to 50 percent of our excess free cash flow, which is a non-GAAP measure. Each
quarter's excess free cash flow is computed as operating cash flow (a GAAP
measure) before balance sheet changes, less capital expenditures and the fixed
dividend. The declaration and payment of any future dividend, whether fixed or
variable, will remain at the full discretion of our Board of Directors and will
depend on our financial results, cash requirements, future prospects, COVID-19
impacts and other factors deemed relevant by the Board.



In August 2021, Devon announced a cash dividend in the amount of $0.49 per share
payable in the third quarter of 2021. The dividend consists of a fixed quarterly
dividend in the amount of approximately $74 million (or $0.11 per share) and a
variable quarterly dividend in the amount of approximately $257 million (or
$0.38 per share).



Capital Expenditures


Our 2021 exploration and development budget for the remainder of 2021 is expected to range from approximately $700 million to $900 million.

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 primarily to significant
cumulative losses, we recorded a full valuation allowance against U.S. deferred
tax assets in 2020 and remain in a full valuation allowance position at June 30,
2021. However, absent any additional objective negative evidence, and with the
addition of subjective evidence such as forecasted taxable income, we may adjust
the valuation allowance in future periods.

Further, in the event we were to undergo an "ownership change" (as defined in
Section 382 of the Internal Revenue Code of 1986, as amended), our ability to
use net operating losses and tax credits generated prior to the ownership change
may be limited. Generally, an "ownership change" occurs if one or more
shareholders, each of whom owns five percent or more in value of a corporation's
stock, increase their aggregate percentage ownership by more than 50 percent
over the lowest percentage of stock owned by those shareholders at any time
during the preceding three-year period. No ownership change has occurred during
2021 for Devon, but the Merger did cause an ownership change for WPX and
increased the likelihood Devon could experience an ownership change over the
next three years.

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Purchase Accounting



Periodically we acquire assets and assume liabilities in transactions accounted
for as business combinations, such as the Merger with WPX. In connection with
the Merger, as the accounting acquirer, we allocated the $5.4 billion of
purchase price consideration to the assets acquired and liabilities assumed
based on estimated fair values as of the date of the Merger. The preliminary
purchase price assessment remains an ongoing process and is subject to change
for up to one year subsequent to the closing date of the Merger.

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

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

In addition to the fair value of proved and unproved oil and gas properties,
other significant fair value assessments for the assets acquired and liabilities
assumed in the Merger relate to debt, the equity method investment in Catalyst
and out-of-market contract assets and liabilities. The fair value of the assumed
WPX publicly traded debt was based on available third party quoted prices. We
prepared estimates and engaged third party valuation experts to assist in the
valuation of the equity method investment in Catalyst. Significant judgments and
assumptions inherent in this estimate included projected Catalyst cash flows,
comparable companies cash flow multiples and an estimate of an applicable market
participant discount rate. The fair value of assumed out-of-market contract
assets and liabilities associated with longer-term marketing, gathering,
processing and transportation contracts included significant judgments and
assumptions related to determining the market rates, estimates of future
reserves and production associated with the respective contracts and applying an
applicable market participant discount rate.

For additional information regarding our critical accounting policies and estimates, see our 2020 Annual Report on Form 10-K .





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 2021 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 non-cash and other items that
are typically excluded by securities analysts in their published estimates of
our financial results. Our non-GAAP measures are typically used as a quarterly
performance measure. Amounts excluded relate to asset dispositions, non-cash
asset impairments (including non-cash unproved asset impairments), deferred tax
asset valuation allowance, changes in tax legislation, fair value changes in
derivative financial instruments and foreign currency, costs associated with
early retirement of debt, and restructuring and transaction costs associated
with the workforce reductions described further in   Note 6  .

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.

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Below are reconciliations of core earnings and core earnings per share attributable to Devon to 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
2021
Total

Earnings attributable to Devon (GAAP) $ 304 $ 261 $

             256     $    0.38     $        272     $       477     $              469     $    0.70
Adjustments:
Asset dispositions                              (87 )           (67 )                   (67 )       (0.10 )           (119 )           (91 )                  (91 )       (0.13 )
Asset and exploration impairments                 1               1                       1          0.00                2               1                      1          0.00
Deferred tax asset valuation allowance            -            (115 )                  (115 )       (0.17 )              -            (378 )                 (378 )       (0.57 )
Change in tax legislation                         -              62                      62          0.09                -              62                     62          0.09
Fair value changes in financial
instruments and foreign currency                334             258                     258          0.38              628             483                    483          0.72
Restructuring and transaction costs              23              21                      21          0.03              212             183                    183          0.28
Early retirement of debt                        (10 )            (8 )                    (8 )       (0.01 )            (30 )           (23 )                  (23 )       (0.03 )
Core earnings attributable to Devon
(Non-GAAP)                              $       565     $       413     $               408     $    0.60     $        965     $       714     $              706     $    1.06
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                         -               -                       -             -                -             (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 )

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.

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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,
                                            2021                  2020             2021               2020
Net earnings (loss) (GAAP)             $           261         $      (668 )   $        477       $      (2,483 )
Net (earnings) loss from discontinued
operations, net of tax                               -                  (9 )              -                 116
Financing costs, net                                80                  69              157                 134
Income tax expense (benefit)                        43                  (3 )           (205 )              (420 )
Exploration expenses                                 3                  12                6                 124
Depreciation, depletion and
amortization                                       536                 299            1,003                 700
Asset impairments                                    -                   -                -               2,666
Asset dispositions                                 (87 )                 -             (119 )                 -
Share-based compensation                            20                  19               40                  39
Derivative and financial instrument
non-cash valuation changes                         336                 593              632                 (26 )
Restructuring and transaction costs                 23                   -              212                   -
Accretion on discounted liabilities
and other                                          (14 )                13              (43 )               (35 )
EBITDAX (Non-GAAP)                               1,201                 325            2,160                 815
Marketing and midstream revenues and
expenses, net                                       (1 )                 8               20                  26
Commodity derivative cash settlements              367                (232 )            599                (333 )
General and administrative expenses,
cash-based                                          74                  60              161                 142

Field-level cash margin (Non-GAAP) $ 1,641 $ 161

   $      2,940       $         650




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