The following discussion and analysis addresses material changes in our results
of operations for the three-month period ended March 31, 2022 compared to
previous periods and in our financial condition and liquidity since December 31,
2021. For information regarding our critical accounting policies and estimates,
see our   2021 Annual Report on Form 10-K   under "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Executive Overview



The Merger has helped us become 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 accelerated 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 moderating growth, emphasizing capital
efficiencies, maintaining and improving 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:


First quarter oil production totaled 288 MBbls/d, exceeding our plan by 1%.
•
As of March 31, 2022, have completed approximately 40% of our authorized $2.0
billion share repurchase program, with approximately 4.0 million of our common
shares repurchased in the first quarter of 2022 for approximately $230 million,
or $57.74 per share.
•
Exited the first quarter with $5.6 billion of liquidity, including $2.6 billion
of cash, with no debt maturities until the third quarter of 2023.
•
Generated $1.8 billion of operating cash flow in the first quarter of 2022.
•
Including variable dividends, paid dividends of approximately $667 million in
the first quarter of 2022 and have declared $838 million of dividends to be paid
in the second quarter of 2022.

We remain committed to capital discipline and delivering the objectives that
underpin our current plan. Those objectives prioritize value creation through
moderated capital investment and production growth, particularly with a view of
the steep backwardation in commodity prices, supply chain constraints and the
economic uncertainty arising from recent geopolitical events.

Commodity prices strengthened throughout 2021 and oil prices continued to
increase in the first quarter of 2022, which has significantly improved our
earnings and cash flow generation. The increase in commodity prices during 2021
was primarily driven by increased demand resulting from the initial recovery
from the COVID-19 pandemic, as well as OPEC+ and other oil and natural gas
producers not rapidly increasing production levels. The military conflict
between Russia and Ukraine and related economic sanctions imposed on Russia has
further exacerbated supply shortages, causing oil prices to increase even more
during the first quarter of 2022.

Trends of our quarterly earnings, operating cash flow, EBITDAX and capital expenditures are shown below. "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: img129268272_1.jpg]]

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Our earnings decreased from the fourth quarter of 2021 to the first quarter of
2022 primarily due to non-cash adjustments related to the value of commodity
hedges, lower sold volumes resulting from natural declines and winter weather
downtime and lower gas prices. Henry Hub decreased 15% from the fourth quarter
of 2021 to the first quarter of 2022. These decreases were partially offset by a
23% increase in WTI from the fourth quarter of 2021 to the first quarter of 2022
which contributed to a 16% increase in our unhedged combined realized prices.

Our net earnings in recent quarters have been significantly impacted by non-cash
adjustments to the value of our commodity hedges. Net earnings in the first
quarter of 2021, the second quarter of 2021 and the first quarter of 2022 each
included a hedge valuation loss, net of tax of $0.2 billion, $0.3 billion and
$0.3 billion, respectively. Net earnings in the fourth quarter of 2021 included
a hedge valuation gain, net of tax of $0.4 billion. Excluding these amounts, our
core earnings have been more stable over recent quarters and continue to trend
upward while remaining sensitive to volatile commodity prices.

                     [[Image Removed: img129268272_2.jpg]]

Like earnings, our operating cash flow is sensitive to volatile commodity
prices. Our cash flow and EBITDAX have continued to trend upward primarily due
to improved commodity prices and overall market conditions as well as strong
operating performance. However, volumes were down slightly in the first quarter
of 2022 primarily due to natural declines across the asset portfolio as well as
downtime related to winter weather which negatively impacted earnings.

We exited the first quarter of 2022 with $5.6 billion of liquidity, comprised of
$2.6 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 25% and 35% of our
anticipated 2022 oil and gas production hedged, respectively. These contracts
consist of collars and swaps based off the WTI oil 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.

As commodity prices and our operating performance strengthen and bolster our
financial condition, we have authorized opportunistic repurchases of up to $2.0
billion of our common shares with an expiration date of May 4, 2023. We
repurchased approximately 4.0 million shares in the first quarter of 2022 for
approximately $230 million, or $57.74 per share. As of March 31, 2022, we have
repurchased approximately 18 million shares for approximately $819 million, or
$45.61 per share, since the inception of the program. Additionally, we continue
funding our fixed plus variable dividends, which totaled $667 million in the
first quarter of 2022. We recently declared a dividend payable in the second
quarter of 2022 for $838 million.

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Results of Operations


The following graphs, discussion and analysis are intended to provide an
understanding of our results of operations and current financial condition. To
facilitate the review, these numbers are being presented before consideration of
noncontrolling interests.

Q1 2022 vs. Q4 2021

Our first quarter 2022 net earnings were $995 million, compared to net earnings
of $1.5 billion for the fourth quarter of 2021. The graph below shows the change
in net earnings from the fourth quarter of 2021 to the first quarter of 2022.
The material changes are further discussed by category on the following pages.

                     [[Image Removed: img129268272_3.jpg]]

Production Volumes

                      Q1 2022       % of Total       Q4 2021       Change
Oil (MBbls/d)
Delaware Basin             209               73 %         213           -2 %
Anadarko Basin              14                5 %          14            2 %
Williston Basin             32               11 %          36          -12 %
Eagle Ford                  17                6 %          19          -11 %
Powder River Basin          12                4 %          14           -9 %
Other                        4                1 %           4           -9 %
Total                      288              100 %         300           -4 %



                      Q1 2022       % of Total       Q4 2021       Change
Gas (MMcf/d)
Delaware Basin             561               62 %         577           -3 %
Anadarko Basin             210               23 %         222           -5 %
Williston Basin             54                6 %          64          -15 %
Eagle Ford                  61                7 %          60            3 %
Powder River Basin          19                2 %          19           -3 %
Other                        1                0 %           1           -4 %
Total                      906              100 %         943           -4 %



                      Q1 2022       % of Total       Q4 2021       Change
NGLs (MBbls/d)
Delaware Basin              92               67 %         107          -14 %
Anadarko Basin              25               19 %          27           -4 %
Williston Basin              8                6 %           9          -16 %
Eagle Ford                   9                6 %           9           -1 %
Powder River Basin           2                2 %           2          -10 %
Other                        -                0 %           -          N/M
Total                      136              100 %         154          -12 %




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                      Q1 2022       % of Total       Q4 2021       Change
Combined (MBoe/d)
Delaware Basin             394               69 %         416           -5 %
Anadarko Basin              75               13 %          78           -4 %
Williston Basin             48                8 %          55          -13 %
Eagle Ford                  36                6 %          38           -5 %
Powder River Basin          18                3 %          19           -7 %
Other                        4                1 %           5          -11 %
Total                      575              100 %         611           -6 %



From the fourth quarter of 2021 to the first quarter of 2022, the change in
volumes contributed to a $220 million decrease in earnings. The decrease in
volumes was primarily due to natural declines across the asset portfolio as well
as downtime in the Delaware Basin and Williston Basin related to winter weather.

Realized Prices

                              Q1 2022      Realization   Q4 2021      Change
Oil (per Bbl)
WTI index                     $  94.45                   $  76.91          23 %
Realized price, unhedged      $  92.94         98%       $  75.36          23 %
Cash settlements              $ (11.32 )                 $ (13.14 )
Realized price, with hedges   $  81.62         86%       $  62.22          31 %



                              Q1 2022      Realization   Q4 2021       Change
Gas (per Mcf)
Henry Hub index               $   4.96                   $   5.84          -15 %
Realized price, unhedged      $   3.77         76%       $   4.68          -19 %
Cash settlements              $  (0.62 )                 $  (1.42 )
Realized price, with hedges   $   3.15         64%       $   3.26           -3 %



                              Q1 2022      Realization   Q4 2021      Change
NGLs (per Bbl)
WTI index                     $  94.45                   $  76.91          23 %
Realized price, unhedged      $  37.76         40%       $  35.36           7 %
Cash settlements              $      -                   $  (0.54 )
Realized price, with hedges   $  37.76         40%       $  34.82           8 %



                              Q1 2022      Q4 2021      Change
Combined (per Boe)
Realized price, unhedged      $  61.40     $  53.12          16 %
Cash settlements              $  (6.65 )   $  (8.78 )
Realized price, with hedges   $  54.75     $  44.34          23 %



From the fourth quarter of 2021 to the first quarter of 2022, realized prices
contributed to a $410 million increase in earnings. Unhedged realized oil and
NGL prices increased primarily due to higher WTI and Mont Belvieu index prices
while realized gas prices decreased slightly due to a lower Henry Hub index
price. The increase in WTI and Mont Belvieu index prices was partially offset by
hedge cash settlements related to oil and gas commodities.

We currently have approximately 25% and 35% of our anticipated 2022 oil and gas production hedged, respectively.


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Hedge Settlements

                              Q1 2022       Q4 2021      Change
                                 Q
Oil                          $    (293 )   $    (362 )        19 %
Natural gas                        (51 )        (123 )        59 %
NGL                                  -            (8 )       N/M
Total cash settlements (1)   $    (344 )   $    (493 )        30 %


(1)

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





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

Production Expenses

                                          Q1 2022       Q4 2021      Change
LOE                                      $     224     $     235          -5 %
Gathering, processing & transportation         161           173          -7 %
Production taxes                               214           197           9 %
Property taxes                                  19             -         N/M
Total                                    $     618     $     605           2 %
Per Boe:
LOE                                      $    4.33     $    4.18           4 %
Gathering, processing & transportation   $    3.11     $    3.08           1 %
Percent of oil, gas and NGL sales:
Production taxes                               6.7 %         6.6 %         2 %


Production expenses remained relatively flat from the fourth quarter of 2021 to the first quarter of 2022. LOE and gathering, processing and transportation expenses decreased primarily due to lower volumes which was offset by an increase in property taxes and production taxes which resulted from higher 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.

                                     Q1 2022       $ per BOE      Q4 2021       $ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin                       $  1,877     $     52.99     $  1,706     $     44.59
Anadarko Basin                            204     $     30.31          212     $     29.65
Williston Basin                           207     $     47.65          209     $     40.95
Eagle Ford                                158     $     48.92          149     $     42.70
Powder River Basin                         86     $     54.32           80     $     45.61
Other                                      25     $     61.96           24     $     55.14
Total                                $  2,557     $     49.45     $  2,380     $     42.37



DD&A

                                Q1 2022       Q4 2021       Change
Oil and gas per Boe            $    8.95     $    9.79           -9 %

Oil and gas                    $     463     $     550          -16 %
Other property and equipment          26            27           -3 %
Total                          $     489     $     577          -15 %



DD&A decreased in the first quarter of 2022 primarily due to lower DD&A rates
compared to 2021. The decrease in DD&A rates was primarily due to increases to
oil, gas and NGL reserve estimates at December 31, 2021, resulting from higher
prices.


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General and Administrative Expense



                      Q1 2022       Q4 2021      Change
G&A per Boe          $    1.82     $    1.70           7 %

Labor and benefits   $      58     $      58           0 %
Non-labor                   36            37          -3 %
Total                $      94     $      95          -1 %


The G&A per BOE rate increased in the first quarter of 2022 primarily due to lower volumes resulting from natural declines and winter weather downtime.

Other Items



                                         Q1 2022       Q4 2021       Change in earnings
Commodity hedge valuation changes (1)   $    (339 )   $     515     $               (854 )
Marketing and midstream operations             (4 )           -                       (4 )
Exploration expenses                            2             5                        3
Asset dispositions                             (1 )         (49 )                    (48 )
Net financing costs                            85            86                        1
Restructuring and transaction costs             -            28                       28
Other, net                                    (61 )          (2 )                     59
                                                                    $               (815 )


(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 fourth quarter of 2021 includes $49 million related to
the re-valuation of contingent earnout payments associated with prior
divestitures. For additional information, see   Note 2   in "Part I. Financial
Information - Item 1. Financial Statements" in this report.

For discussion on other, net, see Note 6 in "Part I. Financial Information - Item 1. Financial Statements" in this report.



Income Taxes


                             Q1 2022       Q4 2021
Current expense             $     103     $       1
Deferred expense                  164           149
Total expense               $     267     $     150
Effective income tax rate          21 %           9 %


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


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Q1 2022 vs. Q1 2021

Our first quarter 2022 net earnings were $995 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 2022 to the first quarter of 2021. The
material changes are further discussed by category on the following pages.

                     [[Image Removed: img129268272_4.jpg]]


Production Volumes

                      Q1 2022       % of Total       Q1 2021       Change
Oil (MBbls/d)
Delaware Basin             209               73 %         172           22 %
Anadarko Basin              14                5 %          13           11 %
Williston Basin             32               11 %          44          -29 %
Eagle Ford                  17                6 %          16            8 %
Powder River Basin          12                4 %          17          -27 %
Other                        4                1 %           6          -38 %
Total                      288              100 %         268            8 %



                      Q1 2022       % of Total       Q1 2021       Change
Gas (MMcf/d)
Delaware Basin             561               62 %         471           19 %
Anadarko Basin             210               23 %         200            5 %
Williston Basin             54                6 %          49           10 %
Eagle Ford                  61                7 %          47           31 %
Powder River Basin          19                2 %          21          -10 %
Other                        1                0 %           3          -60 %
Total                      906              100 %         791           15 %



                      Q1 2022       % of Total       Q1 2021       Change
NGLs (MBbls/d)
Delaware Basin              92               67 %          60           52 %
Anadarko Basin              25               19 %          21           19 %
Williston Basin              8                6 %           8            0 %
Eagle Ford                   9                6 %           6           35 %
Powder River Basin           2                2 %           3          -21 %
Other                        -                0 %           1          N/M
Total                      136              100 %          99           37 %



                      Q1 2022       % of Total       Q1 2021       Change
Combined (MBoe/d)
Delaware Basin             394               69 %         310           27 %
Anadarko Basin              75               13 %          68           11 %
Williston Basin             48                8 %          61          -20 %
Eagle Ford                  36                6 %          30           19 %
Powder River Basin          18                3 %          23          -23 %
Other                        4                1 %           7          -38 %
Total                      575              100 %         499           15 %




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From the first quarter of 2021 to the first quarter of 2022, the change in
volumes contributed to a $212 million increase in earnings. The increase in
volumes was primarily due to continued development in the Delaware Basin as well
as increased activity in the Anadarko Basin and Eagle Ford. These increases were
partially offset by lower volumes in the Williston Basin and Powder River Basin
primarily due to natural declines.

Realized Prices

                              Q1 2022      Realization   Q1 2021      Change
Oil (per Bbl)
WTI index                     $  94.45                   $  57.87          63 %
Realized price, unhedged      $  92.94         98%       $  55.28          68 %
Cash settlements              $ (11.32 )                 $  (9.13 )
Realized price, with hedges   $  81.62         86%       $  46.15          77 %



                              Q1 2022      Realization   Q1 2021      Change
Gas (per Mcf)
Henry Hub index               $   4.96                   $   2.71          83 %
Realized price, unhedged      $   3.77         76%       $   2.84          33 %
Cash settlements              $  (0.62 )                 $  (0.15 )
Realized price, with hedges   $   3.15         64%       $   2.69          17 %



                              Q1 2022      Realization   Q1 2021      Change
NGLs (per Bbl)
WTI index                     $  94.45                   $  57.87          63 %
Realized price, unhedged      $  37.76         40%       $  25.01          51 %
Cash settlements              $      -                   $  (0.20 )
Realized price, with hedges   $  37.76         40%       $  24.81          52 %



                              Q1 2022      Q1 2021      Change
Combined (per Boe)
Realized price, unhedged      $  61.40     $  39.14          57 %
Cash settlements              $  (6.65 )   $  (5.17 )
Realized price, with hedges   $  54.75     $  33.97          61 %



From the first quarter of 2021 to the first quarter of 2022, realized prices
contributed to a $1.2 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 hedge cash
settlements related to oil and gas commodities.

Hedge Settlements

                              Q1 2022       Q1 2021      Change
Oil                          $    (293 )   $    (220 )       -33 %
Natural gas                        (51 )         (10 )      -410 %
NGL                                  -            (2 )       N/M
Total cash settlements (1)   $    (344 )   $    (232 )       -48 %


(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

                                          Q1 2022       Q1 2021      Change
LOE                                      $     224     $     199          13 %
Gathering, processing & transportation         161           129          25 %
Production taxes                               214           117          83 %
Property taxes                                  19            13          46 %
Total                                    $     618     $     458          35 %
Per Boe:
LOE                                      $    4.33     $    4.44          -3 %
Gathering, processing & transportation   $    3.11     $    2.87           8 %
Percent of oil, gas and NGL sales:
Production taxes                               6.7 %         6.6 %         2 %


Production expenses increased primarily due to higher volumes as well as an increase in production taxes resulting from higher 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.

                                     Q1 2022       $ per BOE      Q1 2021       $ per BOE
Field-level cash margin (Non-GAAP)
Delaware Basin                       $  1,877     $     52.99     $    895     $     32.07
Anadarko Basin                            204     $     30.31           85     $     14.01
Williston Basin                           207     $     47.65          161     $     29.70
Eagle Ford                                158     $     48.92           72     $     26.57
Powder River Basin                         86     $     54.32           67     $     31.99
Other                                      25     $     61.96           19     $     28.21
Total                                $  2,557     $     49.45     $  1,299     $     28.95



DD&A and Asset Impairments

                                Q1 2022       Q1 2021      Change
Oil and gas per Boe            $    8.95     $    9.78          -8 %

Oil and gas                    $     463     $     439           5 %
Other property and equipment          26            28          -6 %
Total                          $     489     $     467           5 %



DD&A increased primarily due to higher volumes which was partially offset by
lower DD&A rates. The decrease in DD&A rates was primarily due to increases to
oil, gas and NGL reserve estimates at December 31, 2021, resulting from higher
prices.

General and Administrative Expense



                      Q1 2022       Q1 2021       Change
G&A per Boe          $    1.82     $    2.40          -24 %

Labor and benefits   $      58     $      72          -19 %
Non-labor                   36            35            3 %
Total                $      94     $     107          -12 %


General and administrative expenses decreased primarily due to synergies resulting from the Merger.


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Other Items

                                         Q1 2022       Q1 2021       Change in earnings
Commodity hedge valuation changes (1)   $    (339 )   $    (296 )   $                (43 )
Marketing and midstream operations             (4 )         (21 )                     17
Exploration expenses                            2             3                        1
Asset dispositions                             (1 )         (32 )                    (31 )
Net financing costs                            85            77                       (8 )
Restructuring and transaction costs             -           189                      189
Other, net                                    (61 )         (29 )                     32
                                                                    $                157


(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 include $35 million in the first quarter of 2021 related to the sale of non-core assets in the Rockies. For additional information, see

Note 2 in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Net financing costs include a $20 million gain in the first quarter of 2021 related to debt retirements. For additional information, see Note 13 in "Part I. Financial Information - Item 1. Financial Statements" in this report.



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

For discussion on other, net, see Note 6 in "Part I. Financial Information - Item 1. Financial Statements" in this report.



Income Taxes


                              Q1 2022       Q1 2021
Current expense (benefit)    $     103     $      (5 )
Deferred expense (benefit)         164          (243 )
Total expense (benefit)      $     267     $    (248 )
Effective income tax rate           21 %         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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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 months ended March 31, 2022 and 2021.



                                                       Three Months Ended March 31,
                                                        2022                  2021
Operating cash flow                                $         1,837       $           592
WPX acquired cash                                                -                   344
Divestitures of property and equipment                          26          

15


Capital expenditures                                          (537 )                (499 )
Equity method investment activity, net                         (14 )                  10
Debt activity, net                                               -                  (560 )
Repurchases of common stock                                   (211 )                   -
Common stock dividends                                        (667 )                (203 )
Noncontrolling interest activity, net                           (8 )                 (28 )
Other                                                          (72 )                 (30 )
Net change in cash, cash equivalents and
restricted cash                                    $           354       $          (359 )
Cash, cash equivalents and restricted cash at
end of period                                      $         2,625       $         1,878


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 more than tripled during the three months ended March 31, 2022 compared to
the three months ended March 31, 2021. The increase was primarily due to
significantly increased commodity prices as well as higher volumes for the first
three months of 2022 compared to 2021.

Divestitures of Property and Equipment

During the first three months of 2022 and 2021, we received contingent consideration related to asset divestitures and sold non-core assets, respectfully. 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 March 31,
                                 2022                  2021
Delaware Basin               $         395         $         397
Anadarko Basin                          10                     9
Williston Basin                         23                    28
Eagle Ford                              26                    14
Powder River Basin                      33                    33
Other                                    3                     -
Total oil and gas                      490                   481
Midstream                               29                     5
Other                                   18                    13
Total capital expenditures   $         537         $         499



Capital expenditures consist primarily of amounts related to our oil and gas
exploration and development operations, midstream operations and other corporate
activities. Our capital investment program is driven by a disciplined allocation
process focused on moderating our production growth and maximizing our returns.
As such, our 2022 capital expenditures represent approximately 30% of our
operating cash flow.

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Equity Method Investments

During the first three months of 2022 and 2021, Devon received distributions
from our equity method investments of $8 million and $10 million, respectively.
Devon contributed $22 million to our equity method investments during the first
three months of 2022.

Debt Activity

Subsequent to the Merger closing, we redeemed $533 million of senior notes in
the first quarter of 2021. We also paid $27 million of cash retirement costs
related to these redemptions.

Shareholder Distributions and Stock Activity



We repurchased approximately 4.0 million shares of common stock for $230 million
in the first quarter of 2022 under the share repurchase program authorized by
our Board of Directors. For additional information, see   Note 16   in "Part I.
Financial Information - Item 1. Financial Statements" in this report.

The following table summarizes our common stock dividends during the first
quarter 2022 and 2021. In February 2022, our Board of Directors increased our
fixed dividend rate by 45% to $0.16 per share. In addition to the fixed
quarterly dividend, we paid a variable dividend of $0.84 per share in the first
quarter of 2022 and $0.19 per share in the first quarter of 2021.


              Fixed      Variable      Total       Rate Per Share
2022:
First quarter $  109     $     558     $  667     $           1.00
2021:
First quarter $   76     $     127     $  203     $           0.30

Noncontrolling Interest Activity, net



During the first three months of 2022 and 2021, we distributed $8 million and $4
million, respectively, 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.

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 as well as accelerate our cash-return business model.

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 first quarter of 2022, we held
approximately $2.6 billion of cash, inclusive of approximately $150 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 actual results may differ from our expectations.

Commodity Prices - The most uncertain and volatile variables for our operating
cash flow are the prices of the oil, gas and NGLs we produce and sell. Prices
are determined primarily by prevailing market conditions. Regional and worldwide
economic activity, weather and other highly variable factors influence market
conditions for these products. These factors, which are difficult to predict,
create volatility in prices and are beyond our control.

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To mitigate some of the risk inherent in prices, we utilize various derivative
financial instruments to protect a portion of our production against downside
price risk. The key terms to our oil, gas and NGL derivative financial
instruments as of March 31, 2022 are presented in   Note 3   in "Part I.
Financial Information - Item 1. Financial Statements" of this report.

Further, when considering the current commodity price environment and our
current hedge position, we expect to achieve our capital investment priorities.
Additionally, we remain committed to capital discipline and focused on
delivering the objectives that underpin our capital plan for 2022. We will
continue to prioritize economic value over growing volumes, which is driven
partially by current commodity price backwardation, supply chain constraints and
economic uncertainty arising from recent geopolitical events.

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. Furthermore, the COVID-19 pandemic
has contributed to disruption and volatility in our supply chain, which has
resulted, and may continue to result in labor shortages, increased costs and
delays for pipe and other materials needed for our operations.

Credit Losses - Our operating cash flow is also exposed to credit risk in a
variety of ways. This includes the credit risk related to customers who purchase
our oil, gas and NGL production, the collection of receivables from our joint
interest owners for their proportionate share of expenditures made on projects
we operate and counterparties to our derivative financial contracts. We utilize
a 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 cash collateral
postings.

Credit Availability



As of March 31, 2022, 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 March
31, 2022, 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 stable outlook. Our credit rating
from Fitch is BBB+ with a stable outlook. Our credit rating from Moody's
Investor Service is Baa3 with a stable outlook. Any rating downgrades may result
in additional letters of credit or cash collateral being posted under certain
contractual arrangements.

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

Fixed Plus Variable Dividend

We are committed to a "fixed plus variable" dividend strategy. 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 February 2022, our Board of Directors
increased our quarterly fixed dividend rate by 45% to $0.16 per share. In
addition to the fixed quarterly dividend, we may pay a variable dividend up to
50% 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 and other factors deemed
relevant by the Board.

In May 2022, Devon announced a cash dividend in the amount of $1.27 per share
payable in the second quarter of 2022. The dividend consists of a fixed
quarterly dividend in the amount of approximately $106 million (or $0.16 per
share) and a variable quarterly dividend in the amount of approximately $732
million (or $1.11 per share).

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Share Repurchases

In May 2022, our Board of Directors increased our share repurchase program by
$0.4 billion to a total authorized amount of $2.0 billion, and extended the
expiration date to May 4, 2023. Through April 29, 2022, we had executed $891
million of the authorized program.

Capital Expenditures

Our 2022 exploration and development budget for the remainder of 2022 is expected to range from approximately $1.4 billion to $1.7 billion.

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.

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. Based on currently available
information, we do not believe an ownership change has occurred during 2022 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 two years.

For additional information regarding our critical accounting policies and estimates, see our 2021 Annual Report on Form 10-K .

Non-GAAP Measures



We make reference to "core earnings attributable to Devon" and "core earnings
per share attributable to Devon" in "Executive Overview" 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 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, 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 5 .



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 March 31,
                                                                                      After               Per
                                                                                  Noncontrolling        Diluted
                                                Before Tax       After Tax          Interests            Share
2022

Earnings attributable to Devon (GAAP) $ 1,262 $ 995

     $              989     $    1.48

Adjustments:


Asset dispositions                                       (1 )             -                      -             -
Deferred tax asset valuation allowance                    -               6                      6          0.01
Fair value changes in financial instruments             338             260                    260          0.39

Core earnings attributable to Devon (Non-GAAP) $ 1,599 $ 1,261

     $            1,255     $    1.88

2021

Earnings (loss) attributable to Devon (GAAP) $ (32 ) $ 216

     $              213     $    0.32

Adjustments:


Asset dispositions                                      (32 )           (24 )                  (24 )       (0.04 )
Asset and exploration impairments                         1               -                      -             -
Deferred tax asset valuation allowance                    -            (263 )                 (263 )       (0.40 )
Fair value changes in financial instruments
and foreign currency                                    294             225                    225          0.34
Restructuring and transaction costs                     189             162                    162          0.25
Early retirement of debt                                (20 )           (15 )                  (15 )       (0.02 )

Core earnings attributable to Devon (Non-GAAP) $ 400 $ 301

     $              298     $    0.45

EBITDAX and Field-Level Cash Margin



To assess the performance of our assets, we use EBITDAX and Field-Level Cash
Margin. We compute EBITDAX as net earnings before income tax expense; financing
costs, net; exploration expenses; DD&A; asset impairments; asset disposition
gains and losses; non-cash share-based compensation; non-cash valuation changes
for derivatives and financial instruments; restructuring and transaction costs;
accretion on discounted liabilities; and other items not related to our normal
operations. Field-Level Cash Margin is computed as oil, gas and NGL sales less
production expenses. Production expenses consist of lease operating, gathering,
processing and transportation expenses, as well as production and property
taxes.

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

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

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




                                                      Three Months Ended March 31,
                                                       2022                   2021
Net earnings (GAAP)                              $            995       $            216
Financing costs, net                                           85                     77
Income tax expense (benefit)                                  267                   (248 )
Exploration expenses                                            2                      3
Depreciation, depletion and amortization                      489                    467
Asset dispositions                                             (1 )                  (32 )
Share-based compensation                                       20                     20
Derivative and financial instrument non-cash
valuation changes                                             339           

296


Restructuring and transaction costs                             -           

189


Accretion on discounted liabilities and other                 (61 )                  (29 )
EBITDAX (Non-GAAP)                                          2,135           

959


Marketing and midstream revenues and expenses,
net                                                             4           

21


Commodity derivative cash settlements                         344           

232


General and administrative expenses, cash-based                74           

87


Field-level cash margin (Non-GAAP)               $          2,557       $          1,299




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