UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2024
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-32318
(Exact name of registrant as specified in its charter)
Delaware |
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73-1567067 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer identification No.) |
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333 West Sheridan Avenue, Oklahoma City, Oklahoma |
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73102-5015 |
(Address of principal executive offices) |
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(Zip code) |
Registrant’s telephone number, including area code: (405) 235-3611
Former name, address and former fiscal year, if changed from last report: Not applicable
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, par value $0.10 per share |
DVN |
The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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☑ |
Accelerated filer |
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☐ |
Non-accelerated filer |
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☐ |
Smaller reporting company |
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☐ |
Emerging growth company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
On April 18, 2024, 632.0 million shares of common stock were outstanding.
DEVON ENERGY CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Part I. Financial Information |
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Item 1. |
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Note 8 – Supplemental Information to Statements of Cash Flows |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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33 |
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Item 3. |
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34 |
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Item 4. |
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34 |
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Part II. Other Information |
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Item 1. |
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35 |
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Item 1A. |
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35 |
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Item 2. |
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35 |
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Item 3. |
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35 |
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Item 4. |
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35 |
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Item 5. |
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35 |
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Item 6. |
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36 |
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37 |
2
DEFINITIONS
Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” “Devon,” the “Company” and “Registrant” refer to Devon Energy Corporation and its consolidated subsidiaries. All monetary values, other than per unit and per share amounts, are stated in millions of U.S. dollars unless otherwise specified. In addition, the following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10-Q:
“2018 Senior Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of October 5, 2018.
“2023 Senior Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of March 24, 2023.
“ASU” means Accounting Standards Update.
“Bbl” or “Bbls” means barrel or barrels.
“Boe” means barrel of oil equivalent. Gas proved reserves and production are converted to Boe, at the pressure and temperature base standard of each respective state in which the gas is produced, at the rate of six Mcf of gas per Bbl of oil, based upon the approximate relative energy content of gas and oil. NGL proved reserves and production are converted to Boe on a one-to-one basis with oil.
“Btu” means British thermal units, a measure of heating value.
“Catalyst” means Catalyst Midstream Partners, LLC.
“CDM” means Cotton Draw Midstream, L.L.C.
“DD&A” means depreciation, depletion and amortization expenses.
“ESG” means environmental, social and governance.
"FASB" means Financial Accounting Standards Board.
“Fervo” means Fervo Energy Company.
“G&A” means general and administrative expenses.
“GAAP” means U.S. generally accepted accounting principles.
“Inside FERC” refers to the publication Inside FERC’s Gas Market Report.
“LOE” means lease operating expenses.
“Matterhorn” refers to Matterhorn Express Pipeline, LLC and, as applicable, its direct parent, MXP Parent, LLC.
“MBbls” means thousand barrels.
“MBoe” means thousand Boe.
“Mcf” means thousand cubic feet.
"MMBoe" means million Boe.
“MMBtu” means million Btu.
“MMcf” means million cubic feet.
“N/M” means not meaningful.
3
“NCI” means noncontrolling interests.
“NGL” or “NGLs” means natural gas liquids.
“NYMEX” means New York Mercantile Exchange.
“SEC” means United States Securities and Exchange Commission.
“TSR” means total shareholder return.
“U.S.” means United States of America.
“VIE” means variable interest entity.
“Water JV” means NDB Midstream L.L.C.
“WTI” means West Texas Intermediate.
“/Bbl” means per barrel.
“/d” means per day.
“/MMBtu” means per MMBtu.
4
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This report includes “forward-looking statements” as defined by the SEC. Such statements include those concerning strategic plans, our expectations and objectives for future operations, as well as other future events or conditions, and are often identified by use of the words and phrases “expects,” “believes,” “will,” “would,” “could,” “continue,” “may,” “aims,” “likely to be,” “intends,” “forecasts,” “projections,” “estimates,” “plans,” “expectations,” “targets,” “opportunities,” “potential,” “anticipates,” “outlook” and other similar terminology. All statements, other than statements of historical facts, included in this report that address activities, events or developments that Devon expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially and adversely from our expectations due to a number of factors, including, but not limited to:
The forward-looking statements included in this filing speak only as of the date of this report, represent management’s current reasonable expectations as of the date of this filing and are subject to the risks and uncertainties identified above as well as those described elsewhere in this report and in other documents we file from time to time with the SEC. We cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in this report and in other documents we file from time to time with the SEC. All subsequent written and oral forward-looking statements attributable to Devon, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. We do not undertake, and expressly disclaim, any duty to update or revise our forward-looking statements based on new information, future events or otherwise.
5
Part I. Financial Information
Item 1. Financial Statements
DEVON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
|
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Three Months Ended March 31, |
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2024 |
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2023 |
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(Unaudited) |
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Oil, gas and NGL sales |
|
$ |
2,629 |
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$ |
2,679 |
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Oil, gas and NGL derivatives |
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(145 |
) |
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64 |
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Marketing and midstream revenues |
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1,112 |
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1,080 |
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Total revenues |
|
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3,596 |
|
|
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3,823 |
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Production expenses |
|
|
751 |
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|
693 |
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Exploration expenses |
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9 |
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3 |
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Marketing and midstream expenses |
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1,133 |
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1,105 |
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Depreciation, depletion and amortization |
|
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722 |
|
|
|
615 |
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Asset dispositions |
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1 |
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|
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— |
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General and administrative expenses |
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114 |
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106 |
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Financing costs, net |
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76 |
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72 |
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Other, net |
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22 |
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5 |
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Total expenses |
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2,828 |
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2,599 |
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Earnings before income taxes |
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|
768 |
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1,224 |
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Income tax expense |
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|
159 |
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221 |
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Net earnings |
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609 |
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1,003 |
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Net earnings attributable to noncontrolling interests |
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13 |
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8 |
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Net earnings attributable to Devon |
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$ |
596 |
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$ |
995 |
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Net earnings per share: |
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Basic net earnings per share |
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$ |
0.95 |
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$ |
1.53 |
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Diluted net earnings per share |
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$ |
0.94 |
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$ |
1.53 |
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Comprehensive earnings: |
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Net earnings |
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$ |
609 |
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$ |
1,003 |
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Other comprehensive earnings, net of tax: |
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Pension and postretirement plans |
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1 |
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1 |
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Other comprehensive earnings, net of tax |
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1 |
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1 |
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Comprehensive earnings: |
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610 |
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1,004 |
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Comprehensive earnings attributable to noncontrolling interests |
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13 |
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8 |
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Comprehensive earnings attributable to Devon |
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$ |
597 |
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$ |
996 |
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See accompanying notes to consolidated financial statements.
6
DEVON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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March 31, 2024 |
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December 31, 2023 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash, cash equivalents and restricted cash |
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$ |
1,149 |
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$ |
875 |
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Accounts receivable |
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1,670 |
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1,573 |
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Inventory |
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234 |
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249 |
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Other current assets |
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345 |
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460 |
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Total current assets |
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3,398 |
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3,157 |
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Oil and gas property and equipment, based on successful efforts accounting, net |
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18,033 |
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17,825 |
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Other property and equipment, net ($154 million and $136 million related to CDM in |
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1,551 |
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1,503 |
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Total property and equipment, net |
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19,584 |
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19,328 |
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Goodwill |
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753 |
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753 |
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Right-of-use assets |
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276 |
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267 |
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Investments |
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713 |
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666 |
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Other long-term assets |
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254 |
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319 |
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Total assets |
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$ |
24,978 |
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$ |
24,490 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
879 |
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$ |
760 |
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Revenues and royalties payable |
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1,268 |
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1,222 |
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Short-term debt |
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479 |
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483 |
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Income taxes payable |
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189 |
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67 |
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Other current liabilities |
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451 |
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417 |
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Total current liabilities |
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3,266 |
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2,949 |
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Long-term debt |
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5,668 |
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5,672 |
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Lease liabilities |
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301 |
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295 |
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Asset retirement obligations |
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683 |
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643 |
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Other long-term liabilities |
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|
841 |
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|
876 |
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Deferred income taxes |
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|
1,878 |
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|
1,838 |
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Stockholders' equity: |
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Common stock, $0.10 par value. Authorized 1.0 billion shares; issued |
|
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63 |
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64 |
|
Additional paid-in capital |
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5,718 |
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5,939 |
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Retained earnings |
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6,509 |
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6,195 |
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Accumulated other comprehensive loss |
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|
(123 |
) |
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(124 |
) |
Treasury stock, at cost, 0.3 million shares in 2023 |
|
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— |
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(13 |
) |
Total stockholders’ equity attributable to Devon |
|
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12,167 |
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12,061 |
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Noncontrolling interests |
|
|
174 |
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|
|
156 |
|
Total equity |
|
|
12,341 |
|
|
|
12,217 |
|
Total liabilities and equity |
|
$ |
24,978 |
|
|
$ |
24,490 |
|
See accompanying notes to consolidated financial statements.
7
DEVON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
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Three Months Ended March 31, |
|
|||||
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2024 |
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2023 |
|
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|
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(Unaudited) |
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Cash flows from operating activities: |
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Net earnings |
|
$ |
609 |
|
|
$ |
1,003 |
|
Adjustments to reconcile net earnings to net cash from operating activities: |
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Depreciation, depletion and amortization |
|
|
722 |
|
|
|
615 |
|
Amortization of liabilities |
|
|
— |
|
|
|
(7 |
) |
Total (gains) losses on commodity derivatives |
|
|
145 |
|
|
|
(64 |
) |
Cash settlements on commodity derivatives |
|
|
24 |
|
|
|
13 |
|
Gains on asset dispositions |
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|
1 |
|
|
|
— |
|
Deferred income tax expense |
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|
40 |
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|
|
80 |
|
Share-based compensation |
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|
24 |
|
|
|
23 |
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Other |
|
|
3 |
|
|
|
2 |
|
Changes in assets and liabilities, net |
|
|
170 |
|
|
|
12 |
|
Net cash from operating activities |
|
|
1,738 |
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|
|
1,677 |
|
Cash flows from investing activities: |
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|
|
|
|
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Capital expenditures |
|
|
(894 |
) |
|
|
(1,012 |
) |
Acquisitions of property and equipment |
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(8 |
) |
|
|
(13 |
) |
Divestitures of property and equipment |
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|
17 |
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|
|
21 |
|
Distributions from investments |
|
|
11 |
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|
|
8 |
|
Contributions to investments and other |
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(47 |
) |
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|
(37 |
) |
Net cash from investing activities |
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(921 |
) |
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(1,033 |
) |
Cash flows from financing activities: |
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Repurchases of common stock |
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(205 |
) |
|
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(517 |
) |
Dividends paid on common stock |
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(299 |
) |
|
|
(596 |
) |
Contributions from noncontrolling interests |
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12 |
|
|
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— |
|
Distributions to noncontrolling interests |
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(7 |
) |
|
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(11 |
) |
Shares exchanged for tax withholdings and other |
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(42 |
) |
|
|
(87 |
) |
Net cash from financing activities |
|
|
(541 |
) |
|
|
(1,211 |
) |
Effect of exchange rate changes on cash |
|
|
(2 |
) |
|
|
— |
|
Net change in cash, cash equivalents and restricted cash |
|
|
274 |
|
|
|
(567 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
875 |
|
|
|
1,454 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
1,149 |
|
|
$ |
887 |
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|
|
|
|
|
|
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Reconciliation of cash, cash equivalents and restricted cash: |
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|
|
|
|
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Cash and cash equivalents |
|
$ |
1,126 |
|
|
$ |
761 |
|
Restricted cash |
|
|
23 |
|
|
|
126 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
1,149 |
|
|
$ |
887 |
|
See accompanying notes to consolidated financial statements.
8
DEVON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
|
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Other |
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Additional |
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Comprehensive |
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|
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Common Stock |
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Paid-In |
|
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Retained |
|
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Earnings |
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Treasury |
|
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Noncontrolling |
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Total |
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|
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Shares |
|
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Amount |
|
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Capital |
|
|
Earnings |
|
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(Loss) |
|
|
Stock |
|
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Interests |
|
|
Equity |
|
||||||||
|
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(Unaudited) |
|
|||||||||||||||||||||||||||||
Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2023 |
|
|
636 |
|
|
$ |
64 |
|
|
$ |
5,939 |
|
|
$ |
6,195 |
|
|
$ |
(124 |
) |
|
$ |
(13 |
) |
|
$ |
156 |
|
|
$ |
12,217 |
|
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
596 |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
609 |
|
Other comprehensive earnings, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Restricted stock grants, net of cancellations |
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock repurchased |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
(232 |
) |
|
|
— |
|
|
|
(233 |
) |
Common stock retired |
|
|
(6 |
) |
|
|
(1 |
) |
|
|
(244 |
) |
|
|
— |
|
|
|
— |
|
|
|
245 |
|
|
|
— |
|
|
|
— |
|
Common stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(282 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(282 |
) |
Share-based compensation |
|
|
1 |
|
|
|
— |
|
|
|
24 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24 |
|
Contributions from noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12 |
|
|
|
12 |
|
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
(7 |
) |
Balance as of March 31, 2024 |
|
|
633 |
|
|
$ |
63 |
|
|
$ |
5,718 |
|
|
$ |
6,509 |
|
|
$ |
(123 |
) |
|
$ |
— |
|
|
$ |
174 |
|
|
$ |
12,341 |
|
Three Months Ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2022 |
|
|
653 |
|
|
$ |
65 |
|
|
$ |
6,921 |
|
|
$ |
4,297 |
|
|
$ |
(116 |
) |
|
$ |
— |
|
|
$ |
129 |
|
|
$ |
11,296 |
|
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
995 |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
|
|
1,003 |
|
Other comprehensive earnings, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Restricted stock grants, net of cancellations |
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock repurchased |
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(625 |
) |
|
|
— |
|
|
|
(629 |
) |
Common stock retired |
|
|
(11 |
) |
|
|
(1 |
) |
|
|
(596 |
) |
|
|
— |
|
|
|
— |
|
|
|
597 |
|
|
|
— |
|
|
|
— |
|
Common stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(580 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(580 |
) |
Share-based compensation |
|
|
1 |
|
|
|
— |
|
|
|
23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23 |
|
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
|
|
(11 |
) |
Balance as of March 31, 2023 |
|
|
645 |
|
|
$ |
64 |
|
|
$ |
6,344 |
|
|
$ |
4,712 |
|
|
$ |
(115 |
) |
|
$ |
(28 |
) |
|
$ |
126 |
|
|
$ |
11,103 |
|
See accompanying notes to consolidated financial statements.
9
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited interim financial statements and notes of Devon have been prepared pursuant to the rules and regulations of the SEC. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. The accompanying unaudited interim financial statements and notes should be read in conjunction with the financial statements and notes included in Devon’s 2023 Annual Report on Form 10-K. The accompanying unaudited interim financial statements in this report reflect all adjustments that are, in the opinion of management, necessary for a fair statement of Devon’s results of operations and cash flows for the three-month periods ended March 31, 2024 and 2023 and Devon’s financial position as of March 31, 2024.
Variable Interest Entity
CDM is a joint venture entity formed by Devon and an affiliate of QL Capital Partners, LP. CDM provides gathering, compression and dehydration services for natural gas production in the Cotton Draw area of the Delaware Basin. Devon holds a controlling interest in CDM and the portions of CDM’s net earnings and equity not attributable to Devon’s controlling interest are shown separately as noncontrolling interests in the accompanying consolidated statements of comprehensive earnings and consolidated balance sheets. CDM is considered a VIE to Devon. The assets of CDM cannot be used by Devon for general corporate purposes and are included in, and disclosed parenthetically, on Devon's consolidated balance sheets. The carrying amount of liabilities related to CDM for which the creditors do not have recourse to Devon's assets are also included in, and disclosed parenthetically, if material, on Devon's consolidated balance sheets.
Investments
The following table presents Devon's investments.
|
|
|
|
Carrying Amount |
|
|||||
Investments |
|
% Interest |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Catalyst |
|
50% |
|
$ |
300 |
|
|
$ |
311 |
|
Water JV |
|
30% |
|
|
217 |
|
|
|
216 |
|
Matterhorn |
|
12.5% |
|
|
90 |
|
|
|
90 |
|
Fervo |
|
12% |
|
|
57 |
|
|
|
— |
|
Other |
|
Various |
|
|
49 |
|
|
|
49 |
|
Total |
|
|
|
$ |
713 |
|
|
$ |
666 |
|
Devon has an interest in Catalyst, which is a joint venture with an affiliate of Howard Energy Partners, LLC (“HEP”) and certain other investors, to develop oil gathering and natural gas processing infrastructure in the Stateline area of the Delaware Basin. Under the terms of the arrangement, Devon and a holding company owned by the other joint venture investors each have a 50% voting interest in the joint venture legal entity, and HEP serves as the operator. Through 2038, Devon’s production from 50,000 net acres in the Stateline area of the Delaware Basin has been dedicated to Catalyst subject to fixed-fee oil gathering and natural gas processing agreements. Devon accounts for the investment in Catalyst as an equity method investment. Devon's investment in Catalyst is shown within investments on the consolidated balance sheets and Devon's share of Catalyst earnings are reflected as a component of other, net in the accompanying consolidated statements of comprehensive earnings.
In the second quarter of 2023, Devon made an investment in the Water JV, a joint venture entity formed with an affiliate of WaterBridge NDB LLC (“WaterBridge”), for the purpose of providing increased capacity and flexibility in disposing of produced water in the Delaware Basin and Eagle Ford. Under terms of the arrangement, Devon contributed water infrastructure assets and committed to a water gathering and disposal dedication to the Water JV through 2038, in exchange for a 30% voting interest in the joint venture legal entity. WaterBridge contributed water infrastructure assets to the Water JV, in exchange for a 70% voting interest in the joint venture legal entity and will serve as the operator. In the second quarter of 2023, Devon recognized a $64 million gain in asset dispositions in the consolidated statements of comprehensive earnings, which represented the excess of the estimated fair value of Devon's interest in the Water JV over the carrying value of the water infrastructure assets Devon contributed to the Water JV. Devon accounts for the investment in the Water JV as an equity method investment. Devon's investment in the Water JV is shown within investments on the consolidated balance sheets and Devon's share of the Water JV earnings are reflected as a component of other, net in the accompanying consolidated statements of comprehensive earnings.
10
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Matterhorn is a joint venture entity and was formed for the purpose of constructing a natural gas pipeline that will transport natural gas from the Permian Basin to the Katy, Texas area. Devon's investment in Matterhorn does not give it the ability to exercise significant influence over Matterhorn.
In the first quarter of 2024, Devon committed to invest approximately $100 million in Fervo, a company that generates energy from geothermal wells. As of March 31, 2024, Devon has funded approximately $55 million of the commitment and expects to fund the remaining $45 million commitment throughout 2024. The investment in Fervo allows Devon to exercise significant influence over Fervo, and the investment is accounted for under the equity method of accounting. Devon's investment in Fervo is shown within investments on the consolidated balance sheets and Devon's share of Fervo earnings are reflected as a component of other, net in the accompanying consolidated statements of comprehensive earnings.
Disaggregation of Revenue
The following table presents revenue from contracts with customers that are disaggregated based on the type of good or service.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Oil |
|
$ |
2,189 |
|
|
$ |
2,143 |
|
Gas |
|
|
128 |
|
|
|
213 |
|
NGL |
|
|
312 |
|
|
|
323 |
|
Oil, gas and NGL sales |
|
|
2,629 |
|
|
|
2,679 |
|
|
|
|
|
|
|
|
||
Oil |
|
|
807 |
|
|
|
730 |
|
Gas |
|
|
121 |
|
|
|
152 |
|
NGL |
|
|
184 |
|
|
|
198 |
|
Marketing and midstream revenues |
|
|
1,112 |
|
|
|
1,080 |
|
Total revenues from contracts with customers |
|
$ |
3,741 |
|
|
$ |
3,759 |
|
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 intends to provide investors with enhanced information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. Devon is evaluating the impact this ASU will have on the disclosures that accompany its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures. Under this ASU, the scope and frequency of segment disclosures is increased to provide investors with additional detail about information utilized by an entity’s “Chief Operating Decision Maker.” This ASU is effective for Devon beginning with our 2024 annual reporting and interim periods beginning in 2025. Devon is evaluating the impact this ASU will have on the disclosures that accompany its consolidated financial statements.
2. Acquisitions and Divestitures
Devon is entitled to contingent earnout payments associated with the sale of its Barnett Shale assets in 2020 with upside participation beginning at a $2.75 Henry Hub natural gas price or a $50 WTI oil price. The contingent payment period commenced on January 1, 2021 and has a term of four years. Devon received $20 million in contingent earnout payments related to this transaction in the first quarter of 2024 and $65 million in the first quarter of 2023. Devon could also receive up to an additional $65 million in contingent earnout payments for the remaining performance period depending on future commodity prices. The valuation of the future contingent earnout payment included within other current assets in the March 31, 2024 consolidated balance sheet was approximately $35 million. This value was derived utilizing a Monte Carlo valuation model and qualifies as a level 3 fair value measurement.
Devon also received $4 million in contingent earnout payments in the first quarter of 2023 related to the sale of non-core assets in the Rockies.
11
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Objectives and Strategies
Devon enters into derivative financial instruments with respect to a portion of its oil, gas and NGL production to hedge future prices received. Additionally, Devon periodically enters into derivative financial instruments with respect to a portion of its oil, gas and NGL marketing activities. These commodity derivative financial instruments include financial price swaps, basis swaps and costless price collars.
Devon does not intend to hold or issue derivative financial instruments for speculative trading purposes and has elected not to designate any of its derivative instruments for hedge accounting treatment.
Counterparty Credit Risk
By using derivative financial instruments, Devon is exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instruments are placed with a number of counterparties whom Devon believes are acceptable credit risks. It is Devon’s policy to enter into derivative contracts only with investment-grade rated counterparties deemed by management to be competent and competitive market makers. Additionally, Devon’s derivative contracts generally contain provisions that provide for collateral payments if Devon’s or its counterparty’s credit rating falls below certain credit rating levels. As of March 31, 2024, Devon neither held cash collateral of its counterparties nor posted cash collateral to its counterparties.
Commodity Derivatives
As of March 31, 2024, Devon had the following open oil derivative positions. The first table presents Devon’s oil derivatives that settle against the average of the prompt month NYMEX WTI futures price. The second table presents Devon’s oil derivatives that settle against the respective indices noted within the table.
|
|
Price Swaps |
|
|
Price Collars |
|
|
||||||||||||||
Period |
|
Volume |
|
|
Weighted |
|
|
Volume |
|
|
Weighted |
|
|
Weighted |
|
|
|||||
Q2-Q4 2024 |
|
|
27,451 |
|
|
$ |
78.98 |
|
|
|
71,691 |
|
|
$ |
66.95 |
|
|
$ |
84.59 |
|
|
Q1-Q4 2025 |
|
|
3,468 |
|
|
$ |
72.75 |
|
|
|
992 |
|
|
$ |
70.00 |
|
|
$ |
77.40 |
|
|
|
|
Oil Basis Swaps |
|
|||||||
Period |
|
Index |
|
Volume |
|
|
Weighted Average |
|
||
Q2-Q4 2024 |
|
Midland Sweet |
|
|
67,184 |
|
|
$ |
1.17 |
|
Q2-Q4 2024 |
|
NYMEX Roll |
|
|
26,000 |
|
|
$ |
0.82 |
|
Q1-Q4 2025 |
|
Midland Sweet |
|
|
63,000 |
|
|
$ |
1.00 |
|
Q1-Q4 2026 |
|
Midland Sweet |
|
|
7,000 |
|
|
$ |
1.14 |
|
As of March 31, 2024, Devon had the following open natural gas derivative positions. The first table presents Devon’s natural gas derivatives that settle against the Inside FERC first of the month Henry Hub index. The second table presents Devon’s natural gas derivatives that settle against the respective indices noted within the table.
|
|
Price Swaps |
|
|
Price Collars |
|
||||||||||||||
Period |
|
Volume (MMBtu/d) |
|
|
Weighted Average Price ($/MMBtu) |
|
|
Volume (MMBtu/d) |
|
|
Weighted Average Floor Price ($/MMBtu) |
|
|
Weighted Average |
|
|||||
Q2-Q4 2024 |
|
|
244,935 |
|
|
$ |
3.20 |
|
|
|
18,531 |
|
|
$ |
3.91 |
|
|
$ |
6.19 |
|
Q1-Q4 2025 |
|
|
75,537 |
|
|
$ |
3.04 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
12
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
|
|
Natural Gas Basis Swaps |
|
|||||||
Period |
|
Index |
|
Volume |
|
|
Weighted Average |
|
||
Q2-Q4 2024 |
|
El Paso Natural Gas |
|
|
26,545 |
|
|
$ |
(0.92 |
) |
Q2-Q4 2024 |
|
Houston Ship Channel |
|
|
110,000 |
|
|
$ |
(0.24 |
) |
Q2-Q4 2024 |
|
WAHA |
|
|
63,309 |
|
|
$ |
(0.61 |
) |
Q1-Q4 2025 |
|
WAHA |
|
|
10,000 |
|
|
$ |
(0.63 |
) |
As of March 31, 2024, Devon had the following open NGL derivative positions. Devon's NGL positions settle against the average of the prompt month OPIS Mont Belvieu, Texas index.
|
|
|
|
Price Swaps |
|
|||||
Period |
|
Product |
|
Volume (Bbls/d) |
|
|
Weighted Average Price ($/Bbl) |
|
||
Q2-Q4 2024 |
|
Natural Gasoline |
|
|
3,000 |
|
|
$ |
69.11 |
|
Q2-Q4 2024 |
|
Normal Butane |
|
|
3,350 |
|
|
$ |
37.58 |
|
Q2-Q4 2024 |
|
Propane |
|
|
5,032 |
|
|
$ |
32.97 |
|
Financial Statement Presentation
All derivative financial instruments are recognized at their current fair value as either assets or liabilities in the consolidated balance sheets. Amounts related to contracts allowed to be netted upon payment subject to a master netting arrangement with the same counterparty are reported on a net basis in the consolidated balance sheets. The tables below present a summary of these positions as of March 31, 2024 and December 31, 2023.
|
March 31, 2024 |
|
December 31, 2023 |
|
|
||||||||||||||
|
Gross Fair Value |
|
Amounts Netted |
|
Net Fair Value |
|
Gross Fair Value |
|
Amounts Netted |
|
Net Fair Value |
|
Balance Sheet Classification |
||||||
Commodity derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term derivative asset |
$ |
82 |
|
$ |
(8 |
) |
$ |
74 |
|
$ |
213 |
|
$ |
(5 |
) |
$ |
208 |
|
Other current assets |
Long-term derivative asset |
|
1 |
|
|
(1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Other long-term assets |
Short-term derivative liability |
|
(46 |
) |
|
8 |
|
|
(38 |
) |
|
(7 |
) |
|
5 |
|
|
(2 |
) |
Other current liabilities |
Long-term derivative liability |
|
(7 |
) |
|
1 |
|
|
(6 |
) |
|
(7 |
) |
|
— |
|
|
(7 |
) |
Other long-term liabilities |
Total derivative asset |
$ |
30 |
|
$ |
— |
|
$ |
30 |
|
$ |
199 |
|
$ |
— |
|
$ |
199 |
|
|
13
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The table below presents the share-based compensation expense included in Devon’s accompanying consolidated statements of comprehensive earnings.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
G&A |
|
$ |
24 |
|
|
$ |
23 |
|
Related income tax benefit |
|
$ |
9 |
|
|
$ |
20 |
|
Under its approved long-term incentive plan, Devon grants share-based awards to its employees. The following table presents a summary of Devon’s unvested restricted stock awards and units and performance share units granted under the plan.
|
|
Restricted Stock Awards & Units |
|
|
Performance Share Units |
|
||||||||||
|
|
Awards/Units |
|
|
Weighted |
|
|
Units |
|
|
Weighted |
|
||||
|
|
(Thousands, except fair value data) |
|
|||||||||||||
Unvested at 12/31/23 |
|
|
4,033 |
|
|
$ |
42.10 |
|
|
|
1,547 |
|
|
$ |
43.25 |
|
Granted |
|
|
1,815 |
|
|
$ |
42.29 |
|
|
|
858 |
|
|
$ |
40.41 |
|
Vested |
|
|
(1,277 |
) |
|
$ |
38.64 |
|
|
|
(1,226 |
) |
|
$ |
18.08 |
|
Forfeited |
|
|
(25 |
) |
|
$ |
44.84 |
|
|
|
— |
|
|
$ |
— |
|
Unvested at 3/31/24 |
|
|
4,546 |
|
|
$ |
43.13 |
|
|
|
1,179 |
|
(1) |
$ |
67.38 |
|
The following table presents the assumptions related to the performance share units granted in 2024, as indicated in the previous summary table. The grants in the previous summary table also include the impacts of performance share units granted in a prior year that vested higher than 100% of target due to Devon's TSR performance compared to our peers.
|
|
2024 |
|
|
Grant-date fair value |
|
$ |
56.99 |
|
Risk-free interest rate |
|
|
4.28 |
% |
Volatility factor |
|
|
46.03 |
% |
Contractual term (years) |
|
|
2.89 |
|
The following table presents a summary of the unrecognized compensation cost and the related weighted average recognition period associated with unvested awards and units as of March 31, 2024.
|
|
Restricted Stock |
|
|
Performance |
|
||
|
|
Awards/Units |
|
|
Share Units |
|
||
Unrecognized compensation cost |
|
$ |
143 |
|
|
$ |
39 |
|
Weighted average period for recognition (years) |
|
|
2.9 |
|
|
|
2.0 |
|
14
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
5. Income Taxes
The following table presents Devon’s total income tax expense and a reconciliation of its effective income tax rate to the U.S. statutory income tax rate.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Earnings before income taxes |
|
$ |
768 |
|
|
$ |
1,224 |
|
|
|
|
|
|
|
|
||
Current income tax expense |
|
$ |
119 |
|
|
$ |
141 |
|
Deferred income tax expense |
|
|
40 |
|
|
|
80 |
|
Total income tax expense |
|
$ |
159 |
|
|
$ |
221 |
|
|
|
|
|
|
|
|
||
U.S. statutory income tax rate |
|
|
21 |
% |
|
|
21 |
% |
State income taxes |
|
|
1 |
% |
|
|
1 |
% |
Income tax credits |
|
|
(1 |
%) |
|
|
(3 |
%) |
Other |
|
|
— |
|
|
|
(1 |
%) |
Effective income tax rate |
|
|
21 |
% |
|
|
18 |
% |
In the first quarter of 2024 and 2023, Devon recognized income tax credits associated with its qualified research activities.
The following table reconciles net earnings available to common shareholders and weighted-average common shares outstanding used in the calculations of basic and diluted net earnings per share.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net earnings available to common shareholders - basic and diluted |
|
$ |
596 |
|
|
$ |
987 |
|
Common shares: |
|
|
|
|
|
|
||
Average common shares outstanding - basic |
|
|
629 |
|
|
|
645 |
|
Dilutive effect of potential common shares issuable |
|
|
3 |
|
|
|
2 |
|
Average common shares outstanding - diluted |
|
|
632 |
|
|
|
647 |
|
Net earnings per share available to common shareholders: |
|
|
|
|
|
|
||
Basic |
|
$ |
0.95 |
|
|
$ |
1.53 |
|
Diluted |
|
$ |
0.94 |
|
|
$ |
1.53 |
|
7. Other Comprehensive Earnings (Loss)
Components of other comprehensive earnings (loss) consist of the following:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Pension and postretirement benefit plans: |
|
|
|
|
|
|
||
Beginning accumulated pension and postretirement benefits |
|
$ |
(124 |
) |
|
$ |
(116 |
) |
Recognition of net actuarial loss and prior service cost in earnings (1) |
|
|
1 |
|
|
|
1 |
|
Accumulated other comprehensive loss, net of tax |
|
$ |
(123 |
) |
|
$ |
(115 |
) |
15
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Changes in assets and liabilities, net: |
|
|
|
|
|
|
||
Accounts receivable |
|
$ |
(96 |
) |
|
$ |
150 |
|
Other current assets |
|
|
(23 |
) |
|
|
16 |
|
Other long-term assets |
|
|
49 |
|
|
|
31 |
|
Accounts payable and revenues and royalties payable |
|
|
143 |
|
|
|
(165 |
) |
Other current liabilities |
|
|
116 |
|
|
|
(3 |
) |
Other long-term liabilities |
|
|
(19 |
) |
|
|
(17 |
) |
Total |
|
$ |
170 |
|
|
$ |
12 |
|
Supplementary cash flow data: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
63 |
|
|
$ |
101 |
|
Income taxes refunded |
|
$ |
(4 |
) |
|
$ |
— |
|
Components of accounts receivable include the following:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Oil, gas and NGL sales |
|
$ |
1,013 |
|
|
$ |
965 |
|
Joint interest billings |
|
|
246 |
|
|
|
251 |
|
Marketing and midstream revenues |
|
|
394 |
|
|
|
342 |
|
Other |
|
|
24 |
|
|
|
22 |
|
Gross accounts receivable |
|
|
1,677 |
|
|
|
1,580 |
|
Allowance for doubtful accounts |
|
|
(7 |
) |
|
|
(7 |
) |
Net accounts receivable |
|
$ |
1,670 |
|
|
$ |
1,573 |
|
10. Property, Plant and Equipment
The following table presents the aggregate capitalized costs related to Devon’s oil and gas and non-oil and gas activities.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Property and equipment: |
|
|
|
|
|
|
||
Proved |
|
$ |
47,512 |
|
|
$ |
46,659 |
|
Unproved and properties under development |
|
|
1,333 |
|
|
|
1,279 |
|
Total oil and gas |
|
|
48,845 |
|
|
|
47,938 |
|
Less accumulated DD&A |
|
|
(30,812 |
) |
|
|
(30,113 |
) |
Oil and gas property and equipment, net |
|
|
18,033 |
|
|
|
17,825 |
|
Other property and equipment |
|
|
2,353 |
|
|
|
2,289 |
|
Less accumulated DD&A |
|
|
(802 |
) |
|
|
(786 |
) |
Other property and equipment, net (1) |
|
|
1,551 |
|
|
|
1,503 |
|
Property and equipment, net |
|
$ |
19,584 |
|
|
$ |
19,328 |
|
16
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
See below for a summary of debt instruments and balances. The notes and debentures are senior, unsecured obligations of Devon.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
5.25% due September 15, 2024 |
|
$ |
472 |
|
|
$ |
472 |
|
5.85% due December 15, 2025 |
|
|
485 |
|
|
|
485 |
|
7.50% due September 15, 2027 |
|
|
73 |
|
|
|
73 |
|
5.25% due October 15, 2027 |
|
|
390 |
|
|
|
390 |
|
5.875% due June 15, 2028 |
|
|
325 |
|
|
|
325 |
|
4.50% due January 15, 2030 |
|
|
585 |
|
|
|
585 |
|
7.875% due September 30, 2031 |
|
|
675 |
|
|
|
675 |
|
7.95% due April 15, 2032 |
|
|
366 |
|
|
|
366 |
|
5.60% due July 15, 2041 |
|
|
1,250 |
|
|
|
1,250 |
|
4.75% due May 15, 2042 |
|
|
750 |
|
|
|
750 |
|
5.00% due June 15, 2045 |
|
|
750 |
|
|
|
750 |
|
Net premium on debentures and notes |
|
|
57 |
|
|
|
64 |
|
Debt issuance costs |
|
|
(31 |
) |
|
|
(30 |
) |
Total debt |
|
$ |
6,147 |
|
|
$ |
6,155 |
|
Less amount classified as short-term debt |
|
|
479 |
|
|
|
483 |
|
Total long-term debt |
|
$ |
5,668 |
|
|
$ |
5,672 |
|
Retirement of Senior Notes
On August 1, 2023, Devon repaid the $242 million of 8.25% senior notes at maturity.
Credit Lines
In 2023, Devon amended and restated its 2018 Senior Credit Facility to provide for a new $3.0 billion revolving 2023 Senior Credit Facility. In the first quarter of 2024, Devon exercised its option to extend the 2023 Senior Credit Facility maturity date from March 24, 2028 to March 24, 2029. Devon has the option to extend the March 24, 2029 maturity date by two additional one-year periods subject to lender consent. As of March 31, 2024, Devon had no outstanding borrowings under the 2023 Senior Credit Facility and had issued $3 million in outstanding letters of credit under this facility. The 2023 Senior Credit Facility contains only one material financial covenant. This covenant requires Devon’s ratio of total funded debt to total capitalization, as defined in the credit agreement, to be no greater than 65%. Under the terms of the credit agreement, total capitalization is adjusted to add back non-cash financial write-downs such as impairments. As of March 31, 2024, Devon was in compliance with this covenant with a debt-to-capitalization ratio of 21.5%.
Net Financing Costs
The following schedule includes the components of net financing costs.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Interest based on debt outstanding |
|
$ |
87 |
|
|
$ |
93 |
|
Interest income |
|
|
(13 |
) |
|
|
(17 |
) |
Other |
|
|
2 |
|
|
|
(4 |
) |
Total net financing costs |
|
$ |
76 |
|
|
$ |
72 |
|
17
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
12. Leases
The following table presents Devon’s right-of-use assets and lease liabilities as of March 31, 2024 and December 31, 2023.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
Finance |
|
|
Operating |
|
|
Total |
|
|
Finance |
|
|
Operating |
|
|
Total |
|
||||||
Right-of-use assets |
|
$ |
244 |
|
|
$ |
32 |
|
|
$ |
276 |
|
|
$ |
246 |
|
|
$ |
21 |
|
|
$ |
267 |
|
Lease liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current lease liabilities (1) |
|
$ |
22 |
|
|
$ |
16 |
|
|
$ |
38 |
|
|
$ |
21 |
|
|
$ |
12 |
|
|
$ |
33 |
|
Long-term lease liabilities |
|
|
285 |
|
|
|
16 |
|
|
|
301 |
|
|
|
286 |
|
|
|
9 |
|
|
|
295 |
|
Total lease liabilities (2) |
|
$ |
307 |
|
|
$ |
32 |
|
|
$ |
339 |
|
|
$ |
307 |
|
|
$ |
21 |
|
|
$ |
328 |
|
Devon’s operating lease right-of-use assets relate to real estate, drilling rigs and other equipment related to the exploration, development and production of oil and gas. Devon’s financing lease right-of-use assets relate to real estate.
The following table presents the changes in Devon’s asset retirement obligations.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Asset retirement obligations as of beginning of period |
|
$ |
665 |
|
|
$ |
529 |
|
Liabilities incurred |
|
|
8 |
|
|
|
6 |
|
Liabilities settled and divested |
|
|
(8 |
) |
|
|
(6 |
) |
Revision of estimated obligation |
|
|
35 |
|
|
|
27 |
|
Accretion expense on discounted obligation |
|
|
9 |
|
|
|
7 |
|
Asset retirement obligations as of end of period |
|
|
709 |
|
|
|
563 |
|
Less current portion |
|
|
26 |
|
|
|
17 |
|
Asset retirement obligations, long-term |
|
$ |
683 |
|
|
$ |
546 |
|
During the first quarter of 2024, Devon increased its asset retirement obligations by approximately $35 million primarily due to changes in current cost estimates and future retirement dates for its oil and gas assets. During the first quarter of 2023, Devon increased its asset retirement obligations by approximately $27 million primarily due to inflation-driven increases in current cost estimates.
18
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Share Repurchases
Devon's Board of Directors has authorized a $3.0 billion share repurchase program with a December 31, 2024 expiration date. The table below provides information regarding purchases of Devon’s common stock under the $3.0 billion share repurchase program (shares in thousands).
|
|
Total Number of |
|
|
Dollar Value of |
|
|
Average Price Paid |
|
|||
$3.0 Billion Plan |
|
|
|
|
|
|
|
|
|
|||
2021 |
|
|
13,983 |
|
|
$ |
589 |
|
|
$ |
42.15 |
|
2022 |
|
|
11,708 |
|
|
|
718 |
|
|
|
61.36 |
|
2023: |
|
|
|
|
|
|
|
|
|
|||
First quarter |
|
|
10,090 |
|
|
|
545 |
|
|
|
53.96 |
|
Second quarter |
|
|
3,795 |
|
|
|
200 |
|
|
|
52.70 |
|
Fourth quarter |
|
|
5,465 |
|
|
|
247 |
|
|
|
45.17 |
|
2023 Total |
|
|
19,350 |
|
|
|
992 |
|
|
|
51.23 |
|
2024: |
|
|
|
|
|
|
|
|
|
|||
First quarter |
|
|
4,428 |
|
|
|
193 |
|
|
|
43.47 |
|
Total plan |
|
|
49,469 |
|
|
$ |
2,492 |
|
|
$ |
50.37 |
|
Dividends
Devon pays a quarterly dividend which is comprised of a fixed dividend and a variable dividend. The variable dividend is dependent on quarterly cash flows, among other factors. Devon has raised its fixed dividend multiple times over the past two calendar years and most recently raised it by 10% from $0.20 to $0.22 per share in the first quarter of 2024. The following table summarizes Devon’s fixed and variable dividends for the first quarter of 2024 and 2023, respectively.
|
Fixed |
|
|
Variable |
|
|
Total |
|
|
Rate Per Share |
|
||||
2024: |
|
|
|
|
|
|
|
|
|
|
|
||||
First quarter |
$ |
143 |
|
|
$ |
156 |
|
|
$ |
299 |
|
|
$ |
0.44 |
|
2023: |
|
|
|
|
|
|
|
|
|
|
|
||||
First quarter |
$ |
133 |
|
|
$ |
463 |
|
|
$ |
596 |
|
|
$ |
0.89 |
|
In May 2024, Devon announced a cash dividend in the amount of $0.35 per share payable in the second quarter of 2024. The dividend consists of a $0.22 per share fixed quarterly dividend and a $0.13 per share variable quarterly dividend and will total approximately $221 million.
Noncontrolling Interests
The noncontrolling interests’ share of CDM’s net earnings and the contributions from and distributions to the noncontrolling interests are presented as components of equity.
Devon is party to various legal actions arising in connection with its business. Matters that are probable of unfavorable outcome to Devon and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, Devon’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. None of the actions are believed by management to likely involve future amounts that would be material to Devon’s financial position or results of operations after consideration of recorded accruals. Actual amounts could differ materially from management’s estimates.
Royalty Matters
Numerous oil and natural gas producers and related parties, including Devon, have been named in various lawsuits alleging royalty underpayments. Devon is currently named as a defendant in a number of such lawsuits, including some lawsuits in which the plaintiffs seek to certify classes of similarly situated plaintiffs. Among the allegations typically asserted in these suits are claims that Devon used below-market prices, made improper deductions, paid royalty proceeds in an untimely manner without including required
19
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
interest, used improper measurement techniques and entered into gas purchase and processing arrangements with affiliates that resulted in underpayment of royalties in connection with oil, natural gas and NGLs produced and sold. Devon is also involved in governmental agency proceedings and royalty audits and is subject to related contracts and regulatory controls in the ordinary course of business, some that may lead to additional royalty claims. As of March 31, 2024, Devon has accrued approximately $50 million in other current liabilities pertaining to such royalty matters.
Environmental and Climate Change Matters
Devon’s business is subject to numerous federal, state, tribal and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines and penalties, as well as remediation costs. Although Devon believes that it is in substantial compliance with applicable environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on its business, there can be no assurance that this will continue in the future.
Beginning in 2013, various parishes in Louisiana filed suit against numerous oil and gas companies, including Devon, alleging that the companies’ operations and activities in certain fields violated the State and Local Coastal Resource Management Act of 1978, as amended, and caused substantial environmental contamination, subsidence and other environmental damages to land and water bodies located in the coastal zone of Louisiana. The plaintiffs’ claims against Devon relate primarily to the operations of several of Devon’s corporate predecessors. The plaintiffs seek, among other things, payment of the costs necessary to clear, re-vegetate and otherwise restore the allegedly impacted areas. Although Devon cannot predict the ultimate outcome of these matters, Devon denies the allegations in these lawsuits and intends to vigorously defend against these claims.
The State of Delaware and various municipalities and other governmental and private parties in California have filed legal proceedings against numerous oil and gas companies, including Devon, seeking relief to abate alleged impacts of climate change. These proceedings include far-reaching claims for monetary damages and injunctive relief. Although Devon cannot predict the ultimate outcome of these matters, Devon denies the allegations asserted in these lawsuits and intends to vigorously defend against these claims.
Other Indemnifications and Legacy Matters
Pursuant to various sale agreements relating to divested businesses and assets, Devon has indemnified various purchasers against liabilities that they may incur with respect to the businesses and assets acquired from Devon. Additionally, federal, state and other laws in areas of former operations may require previous operators (including corporate successors of previous operators) to perform or make payments in certain circumstances where the current operator may no longer be able to satisfy the applicable obligation. Such obligations may include plugging and abandoning wells, removing production facilities, undertaking other restorative actions or performing requirements under surface agreements in existence at the time of disposition. For example, a predecessor entity of a Devon subsidiary previously sold certain private, state and federal oil and gas leases covering properties in shallow waters off the coast of Louisiana in the Gulf of Mexico. These assets are generally referred to as the East Bay Field. The current operator of the East Bay Field has filed for protection under Chapter 11 of the U.S. Bankruptcy Code and may be unable to satisfy the eventual decommissioning obligations associated with the East Bay Field. Other companies in the chain of title of the East Bay Field have also sought bankruptcy protection and may be similarly unable to satisfy the eventual decommissioning obligations associated with the East Bay Field. Depending upon the outcome of these bankruptcy proceedings, amounts available under decommissioning bonds and a cash security account and other factors, Devon may be required to perform or fund certain decommissioning obligations associated with the East Bay Field under state and federal regulations applicable to predecessor operators. As a result of these factors and uncertainties, we are currently unable to provide an estimate of potential loss.
20
DEVON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
The following table provides carrying value and fair value measurement information for certain of Devon’s financial assets and liabilities. The carrying values of cash, accounts receivable, other current receivables, accounts payable, other current payables, accrued expenses and lease liabilities included in the accompanying consolidated balance sheets approximated fair value at March 31, 2024 and December 31, 2023, as applicable. Therefore, such financial assets and liabilities are not presented in the following table.
The following methods and assumptions were used to estimate the fair values in the table above.
Level 1 Fair Value Measurements
Cash equivalents – Amounts consist primarily of money market investments and the fair value approximates the carrying value.
Level 2 Fair Value Measurements
Commodity derivatives – The fair value of commodity derivatives is estimated using internal discounted cash flow calculations based upon forward curves and data obtained from independent third parties for contracts with similar terms or data obtained from counterparties to the agreements.
Debt – Devon’s debt instruments do not consistently trade actively in an established market. The fair values of its debt are estimated based on rates available for debt with similar terms and maturity when active trading is not available.
Level 3 Fair Value Measurements
Contingent Earnout Payments – Devon has the right to receive contingent consideration related to the Barnett asset divestiture based on future oil and gas prices. These values were derived using a Monte Carlo valuation model and qualify as a level 3 fair value measurement. For additional information, see Note 2.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis addresses material changes in our results of operations for the three-month period ended March 31, 2024 compared to previous periods, and in our financial condition and liquidity since December 31, 2023. For information regarding our critical accounting policies and estimates, see our 2023 Annual Report on Form 10-K under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Executive Overview
We are a leading independent oil and natural gas exploration and production company whose operations are focused onshore in the United States. Our operations are currently focused in five core areas: the Delaware Basin, Eagle Ford, Anadarko Basin, Williston Basin and Powder River Basin. Our asset base is underpinned by premium acreage in the economic core of the Delaware Basin and our diverse, top-tier resource plays provide a deep inventory of opportunities for years to come.
We remain focused on building economic value by executing on our strategic priorities of moderating production growth, emphasizing capital and operational efficiencies, optimizing 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 for the first quarter of 2024:
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 volatility in commodity prices, supply chain constraints and the economic uncertainty arising from inflation and geopolitical events. Our cash-return objectives remain focused on opportunistic share repurchases, funding our fixed and variable dividends, repaying debt at upcoming maturities and building cash balances.
22
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 2024 vs. Q4 2023
Our first quarter 2024 and fourth quarter 2023 net earnings were $0.6 billion and $1.2 billion, respectively. The graph below shows the change in net earnings from the fourth quarter of 2023 to the first quarter of 2024. The material changes are further discussed by category on the following pages.
Production Volumes
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q4 2023 |
|
|
Change |
|
||||
Oil (MBbls/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
208 |
|
|
|
65 |
% |
|
|
208 |
|
|
|
0 |
% |
Eagle Ford |
|
|
43 |
|
|
|
14 |
% |
|
|
43 |
|
|
|
0 |
% |
Anadarko Basin |
|
|
11 |
|
|
|
3 |
% |
|
|
13 |
|
|
|
-14 |
% |
Williston Basin |
|
|
40 |
|
|
|
13 |
% |
|
|
36 |
|
|
|
12 |
% |
Powder River Basin |
|
|
13 |
|
|
|
4 |
% |
|
|
13 |
|
|
|
-2 |
% |
Other |
|
|
4 |
|
|
|
1 |
% |
|
|
4 |
|
|
|
-1 |
% |
Total |
|
|
319 |
|
|
|
100 |
% |
|
|
317 |
|
|
|
1 |
% |
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q4 2023 |
|
|
Change |
|
||||
Gas (MMcf/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
695 |
|
|
|
64 |
% |
|
|
673 |
|
|
|
3 |
% |
Eagle Ford |
|
|
79 |
|
|
|
7 |
% |
|
|
81 |
|
|
|
-2 |
% |
Anadarko Basin |
|
|
223 |
|
|
|
21 |
% |
|
|
225 |
|
|
|
-1 |
% |
Williston Basin |
|
|
63 |
|
|
|
6 |
% |
|
|
61 |
|
|
|
2 |
% |
Powder River Basin |
|
|
18 |
|
|
|
2 |
% |
|
|
20 |
|
|
|
-9 |
% |
Other |
|
|
1 |
|
|
|
0 |
% |
|
|
1 |
|
|
|
-6 |
% |
Total |
|
|
1,079 |
|
|
|
100 |
% |
|
|
1,061 |
|
|
|
2 |
% |
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q4 2023 |
|
|
Change |
|
||||
NGLs (MBbls/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
113 |
|
|
|
68 |
% |
|
|
112 |
|
|
|
1 |
% |
Eagle Ford |
|
|
14 |
|
|
|
9 |
% |
|
|
15 |
|
|
|
-10 |
% |
Anadarko Basin |
|
|
26 |
|
|
|
16 |
% |
|
|
29 |
|
|
|
-10 |
% |
Williston Basin |
|
|
10 |
|
|
|
6 |
% |
|
|
10 |
|
|
|
5 |
% |
Powder River Basin |
|
|
2 |
|
|
|
1 |
% |
|
|
3 |
|
|
|
-19 |
% |
Other |
|
|
— |
|
|
|
0 |
% |
|
|
— |
|
|
N/M |
|
|
Total |
|
|
165 |
|
|
|
100 |
% |
|
|
169 |
|
|
|
-2 |
% |
23
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q4 2023 |
|
|
Change |
|
||||
Combined (MBoe/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
437 |
|
|
|
66 |
% |
|
|
433 |
|
|
|
1 |
% |
Eagle Ford |
|
|
70 |
|
|
|
10 |
% |
|
|
72 |
|
|
|
-3 |
% |
Anadarko Basin |
|
|
74 |
|
|
|
11 |
% |
|
|
79 |
|
|
|
-6 |
% |
Williston Basin |
|
|
61 |
|
|
|
9 |
% |
|
|
55 |
|
|
|
9 |
% |
Powder River Basin |
|
|
18 |
|
|
|
3 |
% |
|
|
19 |
|
|
|
-6 |
% |
Other |
|
|
4 |
|
|
|
1 |
% |
|
|
4 |
|
|
|
-2 |
% |
Total |
|
|
664 |
|
|
|
100 |
% |
|
|
662 |
|
|
|
0 |
% |
From the fourth quarter of 2023 to the first quarter of 2024, the change in volumes contributed to an $18 million decrease in earnings. Volumes per day increased slightly primarily due to new well activity in the Delaware Basin and Williston Basin which was partially offset by natural well declines in the Anadarko Basin. However, overall volumes declined slightly due to one less day in the first quarter of 2024 compared to the fourth quarter of 2023.
Realized Prices
|
|
Q1 2024 |
|
|
Realization |
|
Q4 2023 |
|
|
Change |
|
|||
Oil (per Bbl) |
|
|
|
|
|
|
|
|
|
|
|
|||
WTI index |
|
$ |
77.01 |
|
|
|
|
$ |
78.48 |
|
|
|
-2 |
% |
Realized price, unhedged |
|
$ |
75.40 |
|
|
98% |
|
$ |
77.32 |
|
|
|
-2 |
% |
Cash settlements |
|
$ |
(0.25 |
) |
|
|
|
$ |
(0.34 |
) |
|
|
|
|
Realized price, with hedges |
|
$ |
75.15 |
|
|
98% |
|
$ |
76.98 |
|
|
|
-2 |
% |
|
|
Q1 2024 |
|
|
Realization |
|
Q4 2023 |
|
|
Change |
|
|||
Gas (per Mcf) |
|
|
|
|
|
|
|
|
|
|
|
|||
Henry Hub index |
|
$ |
2.25 |
|
|
|
|
$ |
2.88 |
|
|
|
-22 |
% |
Realized price, unhedged |
|
$ |
1.30 |
|
|
58% |
|
$ |
1.83 |
|
|
|
-29 |
% |
Cash settlements |
|
$ |
0.32 |
|
|
|
|
$ |
0.19 |
|
|
|
|
|
Realized price, with hedges |
|
$ |
1.62 |
|
|
72% |
|
$ |
2.02 |
|
|
|
-20 |
% |
|
|
Q1 2024 |
|
|
Realization |
|
Q4 2023 |
|
|
Change |
|
|||
NGLs (per Bbl) |
|
|
|
|
|
|
|
|
|
|
|
|||
WTI index |
|
$ |
77.01 |
|
|
|
|
$ |
78.48 |
|
|
|
-2 |
% |
Realized price, unhedged |
|
$ |
20.81 |
|
|
27% |
|
$ |
19.67 |
|
|
|
6 |
% |
Cash settlements |
|
$ |
(0.08 |
) |
|
|
|
$ |
— |
|
|
|
|
|
Realized price, with hedges |
|
$ |
20.73 |
|
|
27% |
|
$ |
19.67 |
|
|
|
5 |
% |
|
|
Q1 2024 |
|
|
Q4 2023 |
|
|
Change |
|
|||
Combined (per Boe) |
|
|
|
|
|
|
|
|
|
|||
Realized price, unhedged |
|
$ |
43.52 |
|
|
$ |
44.93 |
|
|
|
-3 |
% |
Cash settlements |
|
$ |
0.39 |
|
|
$ |
0.14 |
|
|
|
|
|
Realized price, with hedges |
|
$ |
43.91 |
|
|
$ |
45.07 |
|
|
|
-3 |
% |
From the fourth quarter of 2023 to the first quarter of 2024, realized prices contributed to a $90 million decrease in earnings. Unhedged realized oil and gas prices decreased primarily due to lower WTI and Henry Hub index prices. These were partially offset by hedge cash settlements primarily related to gas commodities.
We currently have approximately 30% and 25% of our remaining anticipated 2024 oil and gas production hedged, respectively.
Hedge Settlements
|
|
Q1 2024 |
|
|
Q4 2023 |
|
|
Change |
|
|||
|
|
Q |
|
|
|
|
|
|
|
|||
Oil |
|
$ |
(7 |
) |
|
$ |
(10 |
) |
|
|
30 |
% |
Natural gas |
|
|
32 |
|
|
|
18 |
|
|
|
78 |
% |
NGL |
|
|
(1 |
) |
|
|
— |
|
|
N/M |
|
|
Total cash settlements (1) |
|
$ |
24 |
|
|
$ |
8 |
|
|
|
200 |
% |
24
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 2024 |
|
|
Q4 2023 |
|
|
Change |
|
|||
LOE |
|
$ |
380 |
|
|
$ |
381 |
|
|
|
0 |
% |
Gathering, processing & transportation |
|
|
180 |
|
|
|
181 |
|
|
|
-1 |
% |
Production taxes |
|
|
175 |
|
|
|
182 |
|
|
|
-4 |
% |
Property taxes |
|
|
16 |
|
|
|
15 |
|
|
|
7 |
% |
Total |
|
$ |
751 |
|
|
$ |
759 |
|
|
|
-1 |
% |
Per Boe: |
|
|
|
|
|
|
|
|
|
|||
LOE |
|
$ |
6.29 |
|
|
$ |
6.25 |
|
|
|
1 |
% |
Gathering, processing & transportation |
|
$ |
2.98 |
|
|
$ |
2.97 |
|
|
|
0 |
% |
Percent of oil, gas and NGL sales: |
|
|
|
|
|
|
|
|
|
|||
Production taxes |
|
|
6.7 |
% |
|
|
6.6 |
% |
|
|
0 |
% |
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 2024 |
|
|
$ per BOE |
|
|
Q4 2023 |
|
|
$ per BOE |
|
||||
Field-level cash margin (Non-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
$ |
1,275 |
|
|
$ |
32.06 |
|
|
$ |
1,350 |
|
|
$ |
33.93 |
|
Eagle Ford |
|
|
266 |
|
|
$ |
41.82 |
|
|
|
285 |
|
|
$ |
43.02 |
|
Anadarko Basin |
|
|
98 |
|
|
$ |
14.64 |
|
|
|
118 |
|
|
$ |
16.32 |
|
Williston Basin |
|
|
164 |
|
|
$ |
29.74 |
|
|
|
141 |
|
|
$ |
27.58 |
|
Powder River Basin |
|
|
60 |
|
|
$ |
36.00 |
|
|
|
70 |
|
|
$ |
39.42 |
|
Other |
|
|
15 |
|
|
N/M |
|
|
|
14 |
|
|
N/M |
|
||
Total |
|
$ |
1,878 |
|
|
$ |
31.09 |
|
|
$ |
1,978 |
|
|
$ |
32.47 |
|
DD&A
|
|
Q1 2024 |
|
|
Q4 2023 |
|
|
Change |
|
|||
Oil and gas per Boe |
|
$ |
11.57 |
|
|
$ |
10.31 |
|
|
|
12 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Oil and gas |
|
$ |
699 |
|
|
$ |
628 |
|
|
|
11 |
% |
Other property and equipment |
|
|
23 |
|
|
|
22 |
|
|
|
3 |
% |
Total |
|
$ |
722 |
|
|
$ |
650 |
|
|
|
11 |
% |
DD&A increased $72 million primarily due to a 12% increase in the oil and gas DD&A rate. The largest contributor to the higher rate was our 2023 drilling and development activity.
G&A
|
|
Q1 2024 |
|
|
Q4 2023 |
|
|
Change |
|
|||
G&A per Boe |
|
$ |
1.89 |
|
|
$ |
1.83 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Labor and benefits |
|
$ |
63 |
|
|
$ |
53 |
|
|
|
19 |
% |
Non-labor |
|
|
51 |
|
|
|
58 |
|
|
|
-12 |
% |
Total |
|
$ |
114 |
|
|
$ |
111 |
|
|
|
3 |
% |
G&A increased marginally in the first quarter of 2024 primarily due to higher labor and benefit costs which was partially offset by lower non-labor costs.
25
Other Items
|
|
Q1 2024 |
|
|
Q4 2023 |
|
|
Change in earnings |
|
|||
Commodity hedge valuation changes (1) |
|
$ |
(169 |
) |
|
$ |
316 |
|
|
$ |
(485 |
) |
Marketing and midstream operations |
|
|
(21 |
) |
|
|
(9 |
) |
|
|
(12 |
) |
Exploration expenses |
|
|
9 |
|
|
|
4 |
|
|
|
(5 |
) |
Asset dispositions |
|
|
1 |
|
|
|
11 |
|
|
|
10 |
|
Net financing costs |
|
|
76 |
|
|
|
77 |
|
|
|
1 |
|
Other, net |
|
|
22 |
|
|
|
10 |
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
$ |
(503 |
) |
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.
Income Taxes
|
|
Q1 2024 |
|
|
Q4 2023 |
|
||
Current expense |
|
$ |
119 |
|
|
$ |
105 |
|
Deferred expense |
|
|
40 |
|
|
|
164 |
|
Total expense |
|
$ |
159 |
|
|
$ |
269 |
|
Current tax rate |
|
|
16 |
% |
|
|
7 |
% |
Deferred tax rate |
|
|
5 |
% |
|
|
12 |
% |
Effective income tax rate |
|
|
21 |
% |
|
|
19 |
% |
For discussion on income taxes, see Note 5 in “Part I. Financial Information – Item 1. Financial Statements” in this report.
Q1 2024 vs. Q1 2023
Our first quarter 2024 and first quarter 2023 net earnings were $0.6 billion and $1.0 billion, respectively. The graph below shows the change in net earnings from the first quarter of 2023 to the first quarter of 2024. The material changes are further discussed by category on the following pages.
26
Production Volumes
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q1 2023 |
|
|
Change |
|
||||
Oil (MBbls/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
208 |
|
|
|
65 |
% |
|
|
211 |
|
|
|
-1 |
% |
Eagle Ford |
|
|
43 |
|
|
|
14 |
% |
|
|
40 |
|
|
|
7 |
% |
Anadarko Basin |
|
|
11 |
|
|
|
3 |
% |
|
|
15 |
|
|
|
-29 |
% |
Williston Basin |
|
|
40 |
|
|
|
13 |
% |
|
|
36 |
|
|
|
12 |
% |
Powder River Basin |
|
|
13 |
|
|
|
4 |
% |
|
|
14 |
|
|
|
-7 |
% |
Other |
|
|
4 |
|
|
|
1 |
% |
|
|
4 |
|
|
|
-5 |
% |
Total |
|
|
319 |
|
|
|
100 |
% |
|
|
320 |
|
|
|
0 |
% |
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q1 2023 |
|
|
Change |
|
||||
Gas (MMcf/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
695 |
|
|
|
64 |
% |
|
|
640 |
|
|
|
9 |
% |
Eagle Ford |
|
|
79 |
|
|
|
7 |
% |
|
|
82 |
|
|
|
-3 |
% |
Anadarko Basin |
|
|
223 |
|
|
|
21 |
% |
|
|
237 |
|
|
|
-6 |
% |
Williston Basin |
|
|
63 |
|
|
|
6 |
% |
|
|
54 |
|
|
|
16 |
% |
Powder River Basin |
|
|
18 |
|
|
|
2 |
% |
|
|
16 |
|
|
|
13 |
% |
Other |
|
|
1 |
|
|
|
0 |
% |
|
|
1 |
|
|
|
-24 |
% |
Total |
|
|
1,079 |
|
|
|
100 |
% |
|
|
1,030 |
|
|
|
5 |
% |
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q1 2023 |
|
|
Change |
|
||||
NGLs (MBbls/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
113 |
|
|
|
68 |
% |
|
|
97 |
|
|
|
16 |
% |
Eagle Ford |
|
|
14 |
|
|
|
9 |
% |
|
|
15 |
|
|
|
-6 |
% |
Anadarko Basin |
|
|
26 |
|
|
|
16 |
% |
|
|
26 |
|
|
|
-1 |
% |
Williston Basin |
|
|
10 |
|
|
|
6 |
% |
|
|
8 |
|
|
|
22 |
% |
Powder River Basin |
|
|
2 |
|
|
|
1 |
% |
|
|
2 |
|
|
|
1 |
% |
Other |
|
|
— |
|
|
|
0 |
% |
|
|
1 |
|
|
N/M |
|
|
Total |
|
|
165 |
|
|
|
100 |
% |
|
|
149 |
|
|
|
11 |
% |
|
|
Q1 2024 |
|
|
% of Total |
|
|
Q1 2023 |
|
|
Change |
|
||||
Combined (MBoe/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
|
437 |
|
|
|
66 |
% |
|
|
415 |
|
|
|
5 |
% |
Eagle Ford |
|
|
70 |
|
|
|
10 |
% |
|
|
68 |
|
|
|
2 |
% |
Anadarko Basin |
|
|
74 |
|
|
|
11 |
% |
|
|
81 |
|
|
|
-9 |
% |
Williston Basin |
|
|
61 |
|
|
|
9 |
% |
|
|
53 |
|
|
|
14 |
% |
Powder River Basin |
|
|
18 |
|
|
|
3 |
% |
|
|
19 |
|
|
|
-4 |
% |
Other |
|
|
4 |
|
|
|
1 |
% |
|
|
5 |
|
|
|
-9 |
% |
Total |
|
|
664 |
|
|
|
100 |
% |
|
|
641 |
|
|
|
4 |
% |
From the first quarter 2023 to the first quarter of 2024, the change in volumes contributed to a $67 million increase in earnings. Volumes increased primarily due to new well activity in the Delaware Basin and Williston Basin which was partially offset by natural well declines in the Anadarko Basin.
Realized Prices
|
|
Q1 2024 |
|
|
Realization |
|
Q1 2023 |
|
|
Change |
|
|||
Oil (per Bbl) |
|
|
|
|
|
|
|
|
|
|
|
|||
WTI index |
|
$ |
77.01 |
|
|
|
|
$ |
76.17 |
|
|
|
1 |
% |
Realized price, unhedged |
|
$ |
75.40 |
|
|
98% |
|
$ |
74.32 |
|
|
|
1 |
% |
Cash settlements |
|
$ |
(0.25 |
) |
|
|
|
$ |
(0.10 |
) |
|
|
|
|
Realized price, with hedges |
|
$ |
75.15 |
|
|
98% |
|
$ |
74.22 |
|
|
|
1 |
% |
|
|
Q1 2024 |
|
|
Realization |
|
Q1 2023 |
|
|
Change |
|
|||
Gas (per Mcf) |
|
|
|
|
|
|
|
|
|
|
|
|||
Henry Hub index |
|
$ |
2.25 |
|
|
|
|
$ |
3.44 |
|
|
|
-35 |
% |
Realized price, unhedged |
|
$ |
1.30 |
|
|
58% |
|
$ |
2.29 |
|
|
|
-43 |
% |
Cash settlements |
|
$ |
0.32 |
|
|
|
|
$ |
0.18 |
|
|
|
|
|
Realized price, with hedges |
|
$ |
1.62 |
|
|
72% |
|
$ |
2.47 |
|
|
|
-34 |
% |
27
|
|
Q1 2024 |
|
|
Realization |
|
Q1 2023 |
|
|
Change |
|
|||
NGLs (per Bbl) |
|
|
|
|
|
|
|
|
|
|
|
|||
WTI index |
|
$ |
77.01 |
|
|
|
|
$ |
76.17 |
|
|
|
1 |
% |
Realized price, unhedged |
|
$ |
20.81 |
|
|
27% |
|
$ |
24.12 |
|
|
|
-14 |
% |
Cash settlements |
|
$ |
(0.08 |
) |
|
|
|
$ |
— |
|
|
|
|
|
Realized price, with hedges |
|
$ |
20.73 |
|
|
27% |
|
$ |
24.12 |
|
|
|
-14 |
% |
|
|
Q1 2024 |
|
|
Q1 2023 |
|
|
Change |
|
|||
Combined (per Boe) |
|
|
|
|
|
|
|
|
|
|||
Realized price, unhedged |
|
$ |
43.52 |
|
|
$ |
46.44 |
|
|
|
-6 |
% |
Cash settlements |
|
$ |
0.39 |
|
|
$ |
0.22 |
|
|
|
|
|
Realized price, with hedges |
|
$ |
43.91 |
|
|
$ |
46.66 |
|
|
|
-6 |
% |
From the first quarter of 2023 to the first quarter of 2024, realized prices contributed to a $117 million decrease in earnings. This decrease was due to lower unhedged realized gas and NGL prices which decreased primarily due to lower Henry Hub and Mont Belvieu index prices. This decrease was partially offset by a slight increase in unhedged realized oil prices which was primarily due to higher WTI index prices. Realized prices were strengthened by hedge cash settlements related primarily to gas commodities in the first quarter of 2024.
Hedge Settlements
|
|
Q1 2024 |
|
|
Q1 2023 |
|
|
Change |
|
|||
Oil |
|
$ |
(7 |
) |
|
$ |
(3 |
) |
|
|
-133 |
% |
Natural gas |
|
|
32 |
|
|
|
16 |
|
|
|
100 |
% |
NGL |
|
|
(1 |
) |
|
|
— |
|
|
N/M |
|
|
Total cash settlements (1) |
|
$ |
24 |
|
|
$ |
13 |
|
|
|
85 |
% |
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 2024 |
|
|
Q1 2023 |
|
|
Change |
|
|||
LOE |
|
$ |
380 |
|
|
$ |
327 |
|
|
|
16 |
% |
Gathering, processing & transportation |
|
|
180 |
|
|
|
166 |
|
|
|
8 |
% |
Production taxes |
|
|
175 |
|
|
|
175 |
|
|
|
0 |
% |
Property taxes |
|
|
16 |
|
|
|
25 |
|
|
|
-36 |
% |
Total |
|
$ |
751 |
|
|
$ |
693 |
|
|
|
8 |
% |
Per Boe: |
|
|
|
|
|
|
|
|
|
|||
LOE |
|
$ |
6.29 |
|
|
$ |
5.67 |
|
|
|
11 |
% |
Gathering, processing & transportation |
|
$ |
2.98 |
|
|
$ |
2.88 |
|
|
|
4 |
% |
Percent of oil, gas and NGL sales: |
|
|
|
|
|
|
|
|
|
|||
Production taxes |
|
|
6.7 |
% |
|
|
6.5 |
% |
|
|
2 |
% |
LOE and gathering, processing and transportation expenses increased in the first quarter of 2024 primarily due to increased activity.
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
28
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 2024 |
|
|
$ per BOE |
|
|
Q1 2023 |
|
|
$ per BOE |
|
||||
Field-level cash margin (Non-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delaware Basin |
|
$ |
1,275 |
|
|
$ |
32.06 |
|
|
$ |
1,334 |
|
|
$ |
35.71 |
|
Eagle Ford |
|
|
266 |
|
|
$ |
41.82 |
|
|
|
257 |
|
|
$ |
41.75 |
|
Anadarko Basin |
|
|
98 |
|
|
$ |
14.64 |
|
|
|
154 |
|
|
$ |
21.09 |
|
Williston Basin |
|
|
164 |
|
|
$ |
29.74 |
|
|
|
156 |
|
|
$ |
32.65 |
|
Powder River Basin |
|
|
60 |
|
|
$ |
36.00 |
|
|
|
70 |
|
|
$ |
41.43 |
|
Other |
|
|
15 |
|
|
N/M |
|
|
|
15 |
|
|
N/M |
|
||
Total |
|
$ |
1,878 |
|
|
$ |
31.09 |
|
|
$ |
1,986 |
|
|
$ |
34.42 |
|
DD&A
|
|
Q1 2024 |
|
|
Q1 2023 |
|
|
Change |
|
|||
Oil and gas per Boe |
|
$ |
11.57 |
|
|
$ |
10.25 |
|
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Oil and gas |
|
$ |
699 |
|
|
$ |
591 |
|
|
|
18 |
% |
Other property and equipment |
|
|
23 |
|
|
|
24 |
|
|
|
-5 |
% |
Total |
|
$ |
722 |
|
|
$ |
615 |
|
|
|
17 |
% |
DD&A increased $107 million primarily due to a 13% increase in the oil and gas DD&A rate. The largest contributor to the higher rate was our 2023 drilling and development activity.
G&A
|
|
Q1 2024 |
|
|
Q1 2023 |
|
|
Change |
|
|||
G&A per Boe |
|
$ |
1.89 |
|
|
$ |
1.85 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Labor and benefits |
|
$ |
63 |
|
|
$ |
56 |
|
|
|
13 |
% |
Non-labor |
|
|
51 |
|
|
|
50 |
|
|
|
2 |
% |
Total |
|
$ |
114 |
|
|
$ |
106 |
|
|
|
8 |
% |
G&A increased in the first quarter of 2024 due to higher labor and benefit costs.
Other Items
|
|
Q1 2024 |
|
|
Q1 2023 |
|
|
Change in earnings |
|
|||
Commodity hedge valuation changes (1) |
|
$ |
(169 |
) |
|
$ |
51 |
|
|
$ |
(220 |
) |
Marketing and midstream operations |
|
|
(21 |
) |
|
|
(25 |
) |
|
|
4 |
|
Exploration expenses |
|
|
9 |
|
|
|
3 |
|
|
|
(6 |
) |
Asset dispositions |
|
|
1 |
|
|
|
— |
|
|
|
(1 |
) |
Net financing costs |
|
|
76 |
|
|
|
72 |
|
|
|
(4 |
) |
Other, net |
|
|
22 |
|
|
|
5 |
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
$ |
(244 |
) |
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.
29
Income Taxes
|
|
Q1 2024 |
|
|
Q1 2023 |
|
||
Current expense |
|
$ |
119 |
|
|
$ |
141 |
|
Deferred expense |
|
|
40 |
|
|
|
80 |
|
Total expense |
|
$ |
159 |
|
|
$ |
221 |
|
Current tax rate |
|
|
16 |
% |
|
|
12 |
% |
Deferred tax rate |
|
|
5 |
% |
|
|
6 |
% |
Effective income tax rate |
|
|
21 |
% |
|
|
18 |
% |
For discussion on income taxes, see Note 5 in “Part I. Financial Information – Item 1. Financial Statements” in this report.
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, 2024 and 2023.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Operating cash flow |
|
$ |
1,738 |
|
|
$ |
1,677 |
|
Capital expenditures |
|
|
(894 |
) |
|
|
(1,012 |
) |
Divestitures of property and equipment |
|
|
17 |
|
|
|
21 |
|
Investment activity, net |
|
|
(36 |
) |
|
|
(29 |
) |
Repurchases of common stock |
|
|
(205 |
) |
|
|
(517 |
) |
Common stock dividends |
|
|
(299 |
) |
|
|
(596 |
) |
Noncontrolling interest activity, net |
|
|
5 |
|
|
|
(11 |
) |
Other |
|
|
(52 |
) |
|
|
(100 |
) |
Net change in cash, cash equivalents and restricted cash |
|
$ |
274 |
|
|
$ |
(567 |
) |
Cash, cash equivalents and restricted cash at end of period |
|
$ |
1,149 |
|
|
$ |
887 |
|
Operating Cash Flow
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 funded all of our capital expenditures, and we continued to return value to our shareholders by utilizing cash flow and cash balances for dividends and share repurchases.
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, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Delaware Basin |
|
$ |
534 |
|
|
$ |
584 |
|
Eagle Ford |
|
|
157 |
|
|
|
192 |
|
Anadarko Basin |
|
|
60 |
|
|
|
62 |
|
Williston Basin |
|
|
42 |
|
|
|
99 |
|
Powder River Basin |
|
|
33 |
|
|
|
38 |
|
Other |
|
|
2 |
|
|
|
1 |
|
Total oil and gas |
|
|
828 |
|
|
|
976 |
|
Midstream |
|
|
37 |
|
|
|
16 |
|
Other |
|
|
29 |
|
|
|
20 |
|
Total capital expenditures |
|
$ |
894 |
|
|
$ |
1,012 |
|
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
30
moderating our production growth and maximizing our returns. As such, our capital expenditures for the first three months of 2024 represented approximately 51% of our operating cash flow.
Divestitures of Property and Equipment
During the first three months of 2024 and 2023, we received contingent earnout payments related to assets previously sold. For additional information, please see Note 2 in “Part I. Financial Information – Item 1. Financial Statements” in this report.
Investment Activity
During the first three months of 2024 and 2023, Devon received distributions from our investments of $11 million and $8 million, respectively. Devon contributed $47 million and $37 million to our investments during the first three months of 2024 and 2023, respectively.
Shareholder Distributions and Stock Activity
We repurchased approximately 4.4 million shares of common stock for $193 million and approximately 10.1 million shares of common stock for $545 million, under the share repurchase program authorized by our Board of Directors, in the first three months of 2024 and 2023, respectively. For additional information, see Note 14 in “Part I. Financial Information – Item 1. Financial Statements” in this report.
The following table summarizes our common stock dividends during the first quarter of 2024 and 2023. Devon has raised its fixed dividend multiple times over the past two calendar years and most recently raised it by 10% from $0.20 to $0.22 per share in the first quarter of 2024. In addition to the fixed quarterly dividend, we paid a variable dividend in the first quarter of 2024 and 2023.
|
Fixed |
|
|
Variable |
|
|
Total |
|
|
Rate Per Share |
|
||||
2024: |
|
|
|
|
|
|
|
|
|
|
|
||||
First quarter |
$ |
143 |
|
|
$ |
156 |
|
|
$ |
299 |
|
|
$ |
0.44 |
|
2023: |
|
|
|
|
|
|
|
|
|
|
|
||||
First quarter |
$ |
133 |
|
|
$ |
463 |
|
|
$ |
596 |
|
|
$ |
0.89 |
|
Noncontrolling Interest Activity, net
During the first three months of 2024 and 2023, we distributed $7 million and $10 million, respectively, to our noncontrolling interests in CDM. During the first three months of 2024, we received contributions from our noncontrolling interests of $12 million.
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 landowners 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 2024, we held approximately $1.1 billion of cash. 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
31
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. The key terms to our oil, gas and NGL derivative financial instruments as of March 31, 2024 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 2024. The currently elevated level of cost inflation has eroded, and could continue to erode, our cost efficiencies gained over previous years and pressure our margins for the remainder of 2024. Despite this, we expect to continue generating material amounts of free cash flow at current commodity price levels due to our strategy of spending within cash flow.
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. We expect to mitigate the impact of cost inflation through efficiencies gained from the scale of our operations as well as by leveraging our long-standing relationships with our suppliers.
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, joint interest owners and counterparties. Such mechanisms include, under certain conditions, requiring letters of credit, prepayments or cash collateral postings.
Credit Availability
As of March 31, 2024, we had approximately $3.0 billion of available borrowing capacity under our 2023 Senior Credit Facility. This credit facility supports our $3.0 billion of short-term credit under our commercial paper program. At March 31, 2024, 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 the size and scale of our production. 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 Baa2 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.
Cash Returns to Shareholders
We are committed to returning approximately 70% of our free cash flow to shareholders through a fixed dividend, variable dividend and share repurchases. 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 or complete share repurchases. Each quarter’s free cash flow, which is a non-GAAP measure, is computed as operating cash flow (a GAAP measure) before balance sheet changes less capital expenditures. 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 2024, Devon announced a cash dividend in the amount of $0.35 per share payable in the second quarter of 2024. The dividend consists of a $0.22 per share fixed quarterly dividend and a $0.13 per share variable quarterly dividend and will total approximately $221 million.
32
Our Board of Directors has authorized a $3.0 billion share repurchase program that expires December 31, 2024. Through April 2024, we had executed $2.6 billion of the authorized program.
Capital Expenditures
Our capital expenditures budget for the remainder of 2024 is expected to range from approximately $2.4 billion to $2.7 billion.
Critical Accounting Estimates
For information regarding our critical accounting policies and estimates, see our 2023 Annual Report on Form 10-K.
Non-GAAP Measures
We utilize “core earnings attributable to Devon” and “core earnings per share attributable to Devon” 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, deferred tax asset valuation allowance and fair value changes in derivative financial instruments.
We believe these non-GAAP measures facilitate comparisons of our performance to earnings estimates published by securities analysts. We also believe these non-GAAP measures can facilitate comparisons of our performance between periods and to the performance of our peers.
Below are reconciliations of core earnings and core earnings per share attributable to Devon to comparable GAAP measures.
|
Three Months Ended March 31, |
|
|||||||||||||
|
Before Tax |
|
|
After Tax |
|
|
After NCI |
|
|
Per Diluted Share |
|
||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings attributable to Devon (GAAP) |
$ |
768 |
|
|
$ |
609 |
|
|
$ |
596 |
|
|
$ |
0.94 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Asset dispositions |
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
Deferred tax asset valuation allowance |
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
— |
|
Fair value changes in financial instruments |
|
172 |
|
|
|
134 |
|
|
|
134 |
|
|
|
0.22 |
|
Core earnings attributable to Devon (Non-GAAP) |
$ |
941 |
|
|
$ |
743 |
|
|
$ |
730 |
|
|
$ |
1.16 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings attributable to Devon (GAAP) |
$ |
1,224 |
|
|
$ |
1,003 |
|
|
$ |
995 |
|
|
$ |
1.53 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred tax asset valuation allowance |
|
— |
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(0.01 |
) |
Fair value changes in financial instruments |
|
(53 |
) |
|
|
(40 |
) |
|
|
(40 |
) |
|
|
(0.06 |
) |
Core earnings attributable to Devon (Non-GAAP) |
$ |
1,171 |
|
|
$ |
960 |
|
|
$ |
952 |
|
|
$ |
1.46 |
|
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,
33
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.
Below are reconciliations of net earnings to EBITDAX and a further reconciliation to Field-Level Cash Margin.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net earnings (GAAP) |
|
$ |
609 |
|
|
$ |
1,003 |
|
Financing costs, net |
|
|
76 |
|
|
|
72 |
|
Income tax expense |
|
|
159 |
|
|
|
221 |
|
Exploration expenses |
|
|
9 |
|
|
|
3 |
|
Depreciation, depletion and amortization |
|
|
722 |
|
|
|
615 |
|
Asset dispositions |
|
|
1 |
|
|
|
— |
|
Share-based compensation |
|
|
24 |
|
|
|
23 |
|
Derivative and financial instrument non-cash valuation changes |
|
|
169 |
|
|
|
(51 |
) |
Accretion on discounted liabilities and other |
|
|
22 |
|
|
|
5 |
|
EBITDAX (Non-GAAP) |
|
|
1,791 |
|
|
|
1,891 |
|
Marketing and midstream revenues and expenses, net |
|
|
21 |
|
|
|
25 |
|
Commodity derivative cash settlements |
|
|
(24 |
) |
|
|
(13 |
) |
General and administrative expenses, cash-based |
|
|
90 |
|
|
|
83 |
|
Field-level cash margin (Non-GAAP) |
|
$ |
1,878 |
|
|
$ |
1,986 |
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk
As of March 31, 2024, we have commodity derivatives that pertain to a portion of our estimated production for the last nine months of 2024, as well as for 2025 and 2026. The key terms to our open oil, gas and NGL derivative financial instruments are presented in Note 3 in “Part I. Financial Information – Item 1. Financial Statements” in this report.
The fair values of our commodity derivatives are largely determined by the forward curves of the relevant price indices. At March 31, 2024, a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately $200 million.
Interest Rate Risk
As of March 31, 2024, we had total debt of $6.1 billion. All of our debt is based on fixed interest rates averaging 5.7%.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to Devon, including its consolidated subsidiaries, is made known to the officers who certify Devon’s financial reports and to other members of senior management and the Board of Directors.
Based on their evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of March 31, 2024 to ensure that the information required to be disclosed by Devon in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
34
PART II. Other Information
Item 1. Legal Proceedings
We are involved in various legal proceedings incidental to our business. However, to our knowledge as of the date of this report and subject to the environmental matters noted in Part I, Item 3. Legal Proceedings of our 2023 Annual Report on Form 10-K, there were no material pending legal proceedings to which we are a party or to which any of our property is subject. For more information on our legal contingencies, see Note 15 in “Part I. Financial Information – Item 1. Financial Statements” of this report.
Please see our 2023 Annual Report on Form 10-K and other SEC filings for additional information.
Item 1A. Risk Factors
There have been no material changes to the information included in Item 1A. “Risk Factors” in our 2023 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information regarding purchases of our common stock that were made by us during the first quarter of 2024 (shares in thousands).
Period |
|
Total Number of |
|
|
Average Price |
|
|
Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2) |
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
|
||||
January 1 - January 31 |
|
|
1,965 |
|
|
$ |
43.11 |
|
|
|
1,964 |
|
|
$ |
616 |
|
February 1 - February 29 |
|
|
2,856 |
|
|
$ |
42.57 |
|
|
|
1,913 |
|
|
$ |
534 |
|
March 1 - March 31 |
|
|
562 |
|
|
$ |
47.31 |
|
|
|
551 |
|
|
$ |
508 |
|
Total |
|
|
5,383 |
|
|
$ |
43.26 |
|
|
|
4,428 |
|
|
|
|
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
35
Item 6. Exhibits
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
DEVON ENERGY CORPORATION |
|
|
|
||
Date: May 2, 2024 |
|
|
|
/s/ John B. Sherrer |
|
|
|
|
John B. Sherrer |
|
|
|
|
Vice President, Accounting and Controller |
37
Exhibit 10.1
EXTENSION AGREEMENT
(Extension of Maturity Date Pursuant to Section 4.08 of the Credit Agreement)
This EXTENSION AGREEMENT (this “Agreement”) dated as of March 25, 2024 (the “Extension Effective Date”) is entered into by and among DEVON ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the undersigned Lenders (as defined in the Credit Agreement) (the “Consenting Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
R E C I T A L S
A. Reference is made to the Amended and Restated Credit Agreement dated as of March 24, 2023 among the Borrower, the Administrative Agent and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B. This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from March 24, 2028 to March 24, 2029 pursuant to Section 4.08 of the Credit Agreement (the “Extension”).
C. Each of the Consenting Lenders is entering into this Agreement in order to evidence its consent to the Extension.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consent to Extension. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Consenting Lender hereby consents to the Extension, and effective as of the Extension Effective Date, the Maturity Date applicable to each Consenting Lender is March 24, 2029.
2. Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that Administrative Agent shall have received the following (a) counterparts of this Agreement, executed by the Borrower and the Lenders holding more than 50% of the Aggregate Commitments (calculated in accordance with Section 4.08 of the Credit Agreement), (b) a certificate of each Loan Party dated as of the date hereof containing the certifications required by Section 4.08(b) of the Credit Agreement, and (c) a fee in the amount separately agreed by the Borrower, for the account of each Consenting Lender.
3. Affirmation and Ratification of Loan Documents. The Borrower hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Extension) shall remain in full force and effect. This Agreement is a Loan Document.
4. Representations of Borrowers. The Borrower represents and warrants for the benefit of the Consenting Lenders and the Administrative Agent as follows: (a) before and after giving effect to the Extension, the representations and warranties contained in Article 7 of the Credit Agreement and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (b) before and after
giving effect to the Extension no Default exists or will exist, and (c) no event has occurred since the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 8.02(a) of the Credit Agreement that has had, or could reasonably be expected to have, a Material Adverse Effect.
5. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Administrative Agent of a manually-signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention.
6. ENTIRE AGREEMENT. The Credit Agreement and the Other Loan Documents, TOGETHER WITH THIS Agreement, represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
DEVON ENERGY CORPORATION,
as the Borrower
By: /s/ Jeffrey L. Ritenour
Name: Jeffrey L. Ritenour
Title: Executive Vice President and Chief Financial Officer
Signature Page
to Extension Agreement
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Kimberly Miller
Name: Kimberly Miller
Title: Director
Signature Page
to Extension Agreement
BANK OF AMERICA, N.A.,
as a Lender, an L/C Issuer, and the Swing Line Lender
By: /s/ Kimberly Miller
Name: Kimberly Miller
Title: Director
Signature Page
to Extension Agreement
CITIBANK, N.A., as a Lender and an L/C Issuer
By: /s/ Maureen Maroney
Name: Maureen Maroney
Title: Vice President
Signature Page
to Extension Agreement
GOLDMAN SACHS BANK USA, as a Lender and an L/C Issuer
By: /s/ Andrew B. Vernon
Name: Andrew Vernon
Title: Authorized Signatory
Signature Page
to Extension Agreement
JPMORGAN CHASE BANK, N.A., as a Lender and an L/C Issuer
By: /s/ Justin Carter
Name: Justin Carter
Title: Vice President
Signature Page
to Extension Agreement
MORGAN STANLEY BANK, N.A., as a Lender and an L/C Issuer
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory
Signature Page
to Extension Agreement
ROYAL BANK OF CANADA, as a Lender and an L/C Issuer
By: /s/ Michael Sharp
Name: Michael Sharp
Title: Authorized Signatory
Signature Page
to Extension Agreement
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender and an L/C Issuer
By: /s/ Sam Cutler
Name: Sam Cutler
Title: Director
Signature Page
to Extension Agreement
TRUIST BANK, as a Lender and an L/C Issuer
By: /s/ Lincoln LaCour
Name: Lincoln LaCour
Title: Director
Signature Page
to Extension Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer
By: /s/ Erin Grasty
Name: Erin Grasty
Title: Vice President
Signature Page
to Extension Agreement
BANK OF CHINA, NEW YORK BRANCH, as a Lender
By: /s/ Raymond Qiao
Name: Raymond Qiao
Title: Executive Vice President
Signature Page
to Extension Agreement
BARCLAYS BANK PLC, as a Lender
By: /s/ Sydney G. Dennis
Name: Sydney G. Dennis
Title: Director
Signature Page
to Extension Agreement
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
By: /s/ Scott W. Danvers
Name: Scott W. Danvers
Title: Authorized Signatory
By: /s/ Donovan C. Broussard
Name: Donovan C. Broussard
Title: Authorized Signatory
Signature Page
to Extension Agreement
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Jessica Molinar
Name: Jessica Molinar
Title: Assistant Vice President
Signature Page
to Extension Agreement
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
By: /s/ Liana Chernysheva
Name: Liana Chernysheva
Title: Authorized Signatory
Signature Page
to Extension Agreement
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Elizabeth Johnson
Name: Elizabeth Johnson
Title: SVP
Signature Page
to Extension Agreement
BOKF, NA DBA BANK OF OKLAHOMA, as a Lender
By: /s/ John Krenger
Name: John Krenger
Title: Senior Vice President
Signature Page
to Extension Agreement
Exhibit 10.2
Devon Energy Corporation
ID: 73-1567067
333 West Sheridan Avenue
Oklahoma City, Oklahoma 73102-5015
Notice of Grant of RESTRICTED STOCK Award and Award Agreement
Participant Name |
Grant Date: Grant Date |
|
Grant Type: RSA |
|
Award No.: Client Grant ID |
Effective Grant Date, you have been granted a Restricted Stock Award of Number of Shares Granted shares of Devon Energy Corporation (the “Company”) Common Stock under the 2022 Devon Energy Corporation Long-Term Incentive Plan. Each share of Restricted Stock will be restricted until it vests and will vest over a period of time. 25% of the shares vest on each of the first four anniversary dates of the Grant Date, subject to the terms set forth herein.* The following chart depicts the vesting schedule:
Anniversary of Grant Date |
|
% of Shares to Vest |
1st Anniversary |
|
25% |
2nd Anniversary |
|
25% |
3rd Anniversary |
|
25% |
4th Anniversary |
|
25% |
*Vesting Schedule
By accepting this agreement online, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's 2022 Long-Term Incentive Plan and the Award Agreement, both of which are attached and made a part of this document.
DEVON ENERGY CORPORATION
2022 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is entered into as of Grant Date (the “Date of Grant”), by and between Devon Energy Corporation, a Delaware corporation (the “Company”), and Participant Name (the “Participant”).
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the Devon Energy Corporation 2022 Long-Term Incentive Plan (the “Plan”);
WHEREAS, in connection with the Participant’s employment with the Company, the Company desires to award to the Participant Number of Shares Granted shares of the Company’s Common Stock under the Plan subject to the terms and conditions of this Award Agreement and the Plan; and
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, the Participant and the Company agree as follows:
Age at Retirement |
Percentage of each Unvested Installment of Restricted Stock Eligible to be Earned by the Participant |
54 and earlier |
0% |
55 |
60% |
56 |
65% |
57 |
70% |
58 |
75% |
59 |
80% |
60 and beyond |
100% |
If (i) the Participant is Post-Retirement Vesting Eligible, (ii) the death of the Participant occurs following the Date of Termination, and (iii) no Non-Compliance Event has occurred prior to the date of the Participant’s death, then any installments of Restricted Stock that remain unvested on the date of the Participant’s death but in which the Participant was eligible to vest pursuant to this Section 3(b)(v) shall become fully vested upon the Participant’s death.
(vi) If (1) the Award is eligible for vesting under the circumstances described in paragraphs (iii) (other than in connection with a Change in Control Event) or (v) above, and (2) the Participant’s Date of Termination occurs before the one-year anniversary of the Date of Grant, then, notwithstanding such provisions in paragraphs (iii) and (v) above, the number of shares of Restricted Stock that would have otherwise vested pursuant to such provisions will be pro-rated based on the number of days from the Date of Grant to the Date of Termination out of 365.
“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE OR BOOK-ENTRY REGISTRATION ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT DATED Grant Date UNDER THE DEVON ENERGY CORPORATION 2022 LONG-TERM INCENTIVE PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE OR BOOK-ENTRY REGISTRATION IN VIOLATION OF SUCH AWARD AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF DEVON ENERGY CORPORATION.”
“COMPANY” DEVON ENERGY CORPORATION
a Delaware corporation
“PARTICIPANT” Participant Name
Exhibit 10.2
EXHIBIT A
Form of Non-Disclosure Agreement
[Insert Date]
Devon Energy Corporation
333 West Sheridan Avenue
Oklahoma City, OK 73102-5015
Re: Non-Disclosure Agreement
Ladies and Gentlemen:
This letter agreement is entered between Devon Energy Corporation (together with its subsidiaries and affiliates, the “Company”) and the undersigned (the “Participant”) in connection with that certain Restricted Stock Award Agreement (the “Agreement”) dated _______________, 20___ between the Company and the Participant. All capitalized terms used in this letter agreement shall have the same meaning ascribed to them in the Agreement unless specifically denoted otherwise.
The Participant acknowledges that, during the course of and in connection with the employment relationship between the Participant and the Company, the Company provided and the Participant accepted access to the Company’s trade secrets and confidential and proprietary information, which included, without limitation, information pertaining to the Company’s finances, oil and gas properties and prospects, compensation structures, business and litigation strategies and future business plans and other information or material that is of special and unique value to the Company and that the Company maintains as confidential and does not disclose to the general public, whether through its annual report and/or filings with the Securities and Exchange Commission or otherwise (the “Confidential Information”).
The Participant acknowledges that his position with the Company was one of trust and confidence because of the access to the Confidential Information, requiring the Participant’s best efforts and utmost diligence to protect and maintain the confidentiality of the Confidential Information. Unless required by the Company or with the Company’s express written consent, the Participant will not, during the term of this letter agreement, directly or indirectly, disclose to others or use for his own benefit or the benefit of another any of the Confidential Information, whether or not the Confidential Information is acquired, learned, attained or developed by the Participant alone or in conjunction with others.
The Participant agrees that, due to his access to the Confidential Information, the Participant would inevitably use and/or disclose that Confidential Information in breach of his confidentiality and non-disclosure obligations if the Participant worked in certain capacities or engaged in certain activities for a period of time following his employment with the Company, specifically in a position that involves (i) responsibility and decision-making authority or input at the executive level regarding any subject or responsibility, (ii) decision-making responsibility or input at any management level in the Participant’s individual area of assignment with the Company, or (iii) responsibility and decision-making authority or input that otherwise allows the use of the Confidential Information (collectively referred to as the “Restricted Occupation”). Therefore, except with the prior written consent of the Company, during the term of this letter agreement, the Participant agrees not to be employed by, consult for or otherwise act on behalf of any person or entity in any capacity in which he would be involved, directly or indirectly, in a Restricted Occupation. The Participant acknowledges that this commitment is intended to protect the
Confidential Information and is not intended to be applied or interpreted as a covenant against competition.
The Participant further agrees that during the term of this letter agreement, the Participant will not, directly or indirectly on behalf of a person or entity or otherwise, (i) solicit any of the established customers of the Company or attempt to induce any of the established customers of the Company to cease doing business with the Company, or (ii) solicit any of the employees of the Company to cease employment with the Company.
Notwithstanding the foregoing, nothing in this letter agreement is intended to conflict with the Defend Trade Secrets Act or create liability for disclosures of trade secrets that are expressly allowed by that statute. In particular, under the Defend Trade Secrets Act, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that is made (i) in confidence to a government official or to the Participant’s attorney solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document that is filed under seal in a proceeding. In addition, if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal and does not otherwise disclose the trade secret, except pursuant to court order. Further, nothing in this letter agreement or any other agreement or arrangement with the Company shall prohibit or restrict the Participant from making any voluntary disclosure of information or documents pertaining to violations of law to any governmental agency or legislative body, any self-regulatory organization, or the Legal Department of the Company without prior notice to the Company.
This letter agreement shall become effective upon execution by the Participant and the Company and shall terminate on March 31, 20___. [Note: Insert the year of the next scheduled Vesting Date of an Installment. For example, if the letter agreement is executed on March 31, 2018, the termination date inserted in the preceding sentence would be March 31, 2019.]
If you agree to the above terms and conditions, please execute a copy of this letter agreement below and return a copy to me.
“Participant”
Participant
The undersigned hereby accepts and agrees to the terms set forth above as of this ____ day of ____________, ____.
“Company”
Devon Energy Corporation
By:
Name:
Title:
Exhibit 10.2
EXHIBIT B
Form of Compliance Certificate
I hereby certify that I am in full compliance with the covenants contained in that certain letter agreement (the “Agreement”) dated as of ____________, ____ between Devon Energy Corporation and me and have been in full compliance with such covenants at all times during the period ending January 1, 20___.
Participant Name
Dated:
Exhibit 10.3
Notice of Grant of PERFORMANCE SHARE UNIT Award
and Award Agreement
#ParticipantName# |
Grant Date: |
#GrantDate# |
|
Grant Type: |
PSU |
|
Award No.: |
#ClientGrantID# |
Effective #GrantDate#, you have been granted a target award of #QuantityGranted# Performance Share Units (“Award”) under the Devon Energy Corporation 2022 Long-Term Incentive Plan. Each Performance Share Unit that vests entitles you to one share of Devon Energy Corporation (the “Company”) Common Stock. The vesting of these Performance Share Units is calculated based upon the Company’s TSR (as defined in Schedule A of the Award Agreement) over the Performance Period (as defined in the Award Agreement). The maximum number of Performance Share Units that you can earn will be calculated as follows: #QuantityGranted# x 200%, with actual payout based on the performance level achieved by the Company with respect to the Performance Goal set forth on Schedule A.
This Award also entitles you to be paid Dividend Equivalents as set forth in the Award Agreement.
*Vesting Schedule
By accepting this agreement online, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's 2022 Long-Term Incentive Plan and the Award Agreement, both of which are attached and made a part of this document.
DEVON ENERGY CORPORATION
2022 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE UNIT AGREEMENT
THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Award Agreement”) is entered into as of #GrantDate# (the “Date of Grant”), by and between Devon Energy Corporation, a Delaware corporation (the “Company”), and #ParticipantName# (the “Participant”).
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the Devon Energy Corporation 2022 Long-Term Incentive Plan (the “Plan”);
WHEREAS, in connection with the Participant’s employment with the Company, the Company desires to award to the Participant #QuantityGranted# Performance Share Units subject to the terms and conditions of this Award Agreement and the Plan; and
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, the Participant and the Company agree as follows:
Age at Retirement |
Percentage of the Unvested Performance Share Unit Award Eligible to be Earned by the Participant |
54 and earlier |
0% |
55 |
60% |
56 |
65% |
57 |
70% |
58 |
75% |
59 |
80% |
60 and beyond |
100% |
If (1) the Award is eligible for vesting under the circumstances described in sub-sections (d) or (e) (other than in connection with a Change in Control Event) above, and (2) the Participant’s Date of Termination occurs before the one-year anniversary of the Date of Grant, then, notwithstanding such provisions in sub-sections (d) and (e) above, the number of Performance Share Units that would have otherwise vested pursuant to such provisions will be pro-rated based on the number of days from the Date of Grant to the Date of Termination out of 365.
“COMPANY” DEVON ENERGY CORPORATION,
a Delaware corporation
“PARTICIPANT” #ParticipantName#
Exhibit 10.3
SCHEDULE A
PERFORMANCE GOAL, PERFORMANCE PERIOD
TSR = (Closing Average Share Value – Opening Average Share Value) + Reinvested Dividends
Opening Average Share Value
The result shall be rounded to the nearest hundredth of one percent (.01%).
Devon Energy Corporation Relative TSR Ranking
|
Vesting (Percentage of Target Award) in the event of Positive TSR |
Vesting (Percentage of Target Award) in the event of Negative TSR |
1-2 |
200% |
100% |
3 |
175% |
100% |
4 |
150% |
100% |
5 |
125% |
100% |
6 |
100% |
100% |
7 |
88% |
88% |
8 |
75% |
75% |
9 |
63% |
63% |
10 |
50% |
50% |
11-12 |
0% |
0% |
Exhibit 10.3
EXHIBIT A
Form of Non-Disclosure Agreement
[Insert Date]
Devon Energy Corporation
333 West Sheridan Avenue
Oklahoma City, OK 73102-5015
Re: Non-Disclosure Agreement
Ladies and Gentlemen:
This letter agreement is entered between Devon Energy Corporation (together with its subsidiaries and affiliates, the “Company”) and the undersigned (the “Participant”) in connection with that certain Performance Share Unit Award Agreement (the “Agreement”) dated _______________, _____ between the Company and the Participant. All capitalized terms used in this letter agreement shall have the same meaning ascribed to them in the Agreement unless specifically denoted otherwise.
The Participant acknowledges that, during the course of and in connection with the employment relationship between the Participant and the Company, the Company provided and the Participant accepted access to the Company’s trade secrets and confidential and proprietary information, which included, without limitation, information pertaining to the Company’s finances, oil and gas properties and prospects, compensation structures, business and litigation strategies and future business plans and other information or material that is of special and unique value to the Company and that the Company maintains as confidential and does not disclose to the general public, whether through its annual report and/or filings with the Securities and Exchange Commission or otherwise (the “Confidential Information”).
The Participant acknowledges that his position with the Company was one of trust and confidence because of the access to the Confidential Information, requiring the Participant’s best efforts and utmost diligence to protect and maintain the confidentiality of the Confidential Information. Unless required by the Company or with the Company’s express written consent, the Participant will not, during the term of this letter agreement, directly or indirectly, disclose to others or use for his own benefit or the benefit of another any of the Confidential Information, whether or not the Confidential Information is acquired, learned, attained or developed by the Participant alone or in conjunction with others.
The Participant agrees that, due to his access to the Confidential Information, the Participant would inevitably use and/or disclose that Confidential Information in breach of his confidentiality and non-disclosure obligations if the Participant worked in certain capacities or engaged in certain activities for a period of time following his employment with the Company, specifically in a position that involves (i) responsibility and decision-making authority or input at the executive level regarding any subject or responsibility, (ii) decision-making responsibility or input at any management level in the Participant’s individual area of assignment with the Company, or (iii) responsibility and decision-making authority or input that otherwise allows the use of the Confidential Information (collectively referred to as the “Restricted Occupation”). Therefore, except with the prior written consent of the Company, during the term of this letter agreement, the Participant agrees not to be employed by, consult for or otherwise act on behalf of any person or entity in any capacity in which he would be involved, directly or indirectly, in a Restricted Occupation. The Participant acknowledges that this commitment is intended to protect the Confidential Information and is not intended to be applied or interpreted as a covenant against competition.
The Participant further agrees that during the term of this letter agreement, the Participant will not, directly or indirectly on behalf of a person or entity or otherwise, (i) solicit any of the established customers of the Company or attempt to induce any of the established customers of the Company to cease doing business with the Company, or (ii) solicit any of the employees of the Company to cease employment with the Company.
Notwithstanding the foregoing, nothing in this letter agreement is intended to conflict with the Defend Trade Secrets Act or create liability for disclosures of trade secrets that are expressly allowed by that statute. In particular, under the Defend Trade Secrets Act, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that is made (i) in confidence to a government official or to the Participant’s attorney solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document that is filed under seal in a proceeding. In addition, if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal and does not otherwise disclose the trade secret, except pursuant to court order. Further, nothing in this letter agreement or any other agreement or arrangement with the Company shall prohibit or restrict the Participant from making any voluntary disclosure of information or documents pertaining to violations of law to any governmental agency or legislative body, any self-regulatory organization, or the Legal Department of the Company without prior notice to the Company.
This letter agreement shall become effective upon execution by the Participant and the Company and shall terminate on December 31, 20__. [Note: Insert date that is the end of the 2023-2025 Performance Period.]
If you agree to the above terms and conditions, please execute a copy of this letter agreement below and return a copy to me.
“Participant”
#ParticipantName#
The undersigned hereby accepts and agrees to the terms set forth above as of this ____ day of ____________, ____.
“Company”
Devon Energy Corporation
By:
Name:
Title:
Exhibit 10.3
EXHIBIT B
Form of Compliance Certificate
I hereby certify that I am in full compliance with the covenants contained in that certain letter agreement (the “Agreement”) dated as of ____________, ____ between Devon Energy Corporation and me and have been in full compliance with such covenants at all times during the period ending ____________, ____ .
#ParticipantName#
Dated:
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard E. Muncrief, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Devon Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2024 |
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/s/ Richard E. Muncrief |
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Richard E. Muncrief |
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President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey L. Ritenour, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Devon Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2024 |
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/s/ Jeffrey L. Ritenour |
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Jeffrey L. Ritenour |
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Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Devon Energy Corporation (“Devon”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard E. Muncrief, President and Chief Executive Officer of Devon, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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/s/ Richard E. Muncrief |
Richard E. Muncrief |
President and Chief Executive Officer |
May 2, 2024 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Devon Energy Corporation (“Devon”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer of Devon, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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/s/ Jeffrey L. Ritenour |
Jeffrey L. Ritenour |
Executive Vice President and Chief Financial Officer |
May 2, 2024 |