Results

Devon Energy Corporation

11/06/2025 | Press release | Distributed by Public on 11/06/2025 11:02

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Item 2. Management's Discussion and Analysis ofFinancial Condition and Results of Operations

The following discussion and analysis addresses material changes in our results of operations for the three-month and nine-month periods ended September 30, 2025 compared to previous periods, and in our financial condition and liquidity since December 31, 2024. For information regarding our critical accounting policies and estimates, see our 2024 Annual Report on Form 10-Kunder "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 four core areas: the Delaware Basin, Rockies, Eagle Ford and Anadarko Basin. Our asset base is underpinned by premium acreage in the economic core of the Delaware Basin and our diverse, top-tier resource plays, providing a deep inventory of opportunities for years to come.

On September 27, 2024, we acquired the Williston Basin business of Grayson Mill for total consideration of approximately $5.0 billion, consisting of $3.5 billion of cash and approximately 37.3 million shares of Devon common stock, including purchase price adjustments. The acquisition has allowed us to efficiently expand our oil production and operating scale, creating immediate and long-term, sustainable value to shareholders.

As a company, 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 operational excellence. Our recent performance highlights for these priorities include the following items for the third quarter of 2025:

Production totaled 853 MBoe/d, exceeding guidance by 2%.
As of September 30, 2025, completed approximately 83% of our authorized $5.0 billion share repurchase program with approximately 92.7 million of our common shares purchased for approximately $4.1 billion, or $44.70 per share since inception of the plan.
Exited with $4.3 billion of liquidity, including $1.3 billion of cash.
Generated $1.7 billion of operating cash flow and $6.8 billion for the past twelve trailing months.
Paid dividends of $151 million and have declared approximately $150 million of dividends to be paid in the fourth quarter of 2025.
Early redeemed the $485 million of 5.85% senior notes due December 15, 2025.
Closed acquisition of outstanding noncontrolling interests in Cotton Draw Midstream for $260 million.
Earnings attributable to Devon were $687 million, or $1.09 per diluted share.
Core earnings (Non-GAAP) were $656 million, or $1.04 per diluted share.

Our net earnings and operating cash flow are highly dependent upon oil, gas and NGL prices, which can be volatile due to several varying factors. During the first nine months of 2025, commodity prices have experienced heightened volatility and declines, driven primarily by economic uncertainty in global trade arising from geopolitical events and shifting trade policies, such as the imposition of tariffs by the U.S. and planned oil output increases by OPEC+. Despite the potential negative impacts of higher inflation rates and supply chain disruptions created by these developments, we remain committed to capital discipline and delivering the objectives that underpin our current plan. Our disciplined, returns-driven strategy is designed to adapt to market fluctuations by reducing activity when necessary to maximize free cash flow generation. We will continue to 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 dividends, repaying debt at upcoming maturities and building cash balances.

To emphasize our commitment to maximizing free cash flow and creating value for shareholders, we have implemented a business optimization plan which is anticipated to improve our annual pre-tax cash flow by $1.0 billion. The plan includes actions to achieve more efficient field-level operations and improvements in drilling and completion costs while improving operating margins and corporate costs. These savings are on track to be achieved by the end of 2026 with approximately $600 million expected to be completed by the end of 2025.

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.

Q3 2025 vs. Q2 2025

Our third quarter 2025 and second quarter 2025 net earnings were $693 million and $917 million, respectively. The graph below shows the change in net earnings from the second quarter of 2025 to the third quarter of 2025. The material changes are further discussed by category on the following pages.

Production Volumes

Q3 2025

% of Total

Q2 2025

Change

Oil (MBbls/d)

Delaware Basin

223

57

%

228

-2

%

Rockies

111

28

%

104

6

%

Eagle Ford

41

11

%

39

4

%

Anadarko Basin

12

3

%

13

-7

%

Other

3

1

%

3

N/M

Total

390

100

%

387

1

%

Q3 2025

% of Total

Q2 2025

Change

Gas (MMcf/d)

Delaware Basin

834

59

%

823

1

%

Rockies

245

17

%

228

7

%

Eagle Ford

70

5

%

62

13

%

Anadarko Basin

261

19

%

274

-5

%

Other

-

0

%

1

N/M

Total

1,410

100

%

1,388

2

%

Q3 2025

% of Total

Q2 2025

Change

NGLs (MBbls/d)

Delaware Basin

134

59

%

133

0

%

Rockies

53

23

%

47

13

%

Eagle Ford

11

5

%

11

1

%

Anadarko Basin

30

13

%

31

-4

%

Other

-

0

%

-

N/M

Total

228

100

%

222

2

%

Q3 2025

% of Total

Q2 2025

Change

Combined (MBoe/d)

Delaware Basin

496

58

%

498

0

%

Rockies

205

24

%

189

9

%

Eagle Ford

63

8

%

60

5

%

Anadarko Basin

85

10

%

90

-6

%

Other

4

0

%

4

N/M

Total

853

100

%

841

2

%

From the second quarter of 2025 to the third quarter of 2025, the change in volumes contributed to a $57 million increase in earnings. The increase in volumes was primarily due to new well activity in the Rockies, which was partially offset by natural well declines in the Anadarko Basin.

Realized Prices

Q3 2025

Realization

Q2 2025

Change

Oil (per Bbl)

WTI index

$

64.92

$

63.95

2

%

Realized price, unhedged

$

63.21

97%

$

61.70

2

%

Cash settlements

$

0.78

$

1.27

Realized price, with hedges

$

63.99

99%

$

62.97

2

%

Q3 2025

Realization

Q2 2025

Change

Gas (per Mcf)

Henry Hub index

$

3.07

$

3.44

-11

%

Realized price, unhedged

$

1.43

47%

$

1.41

1

%

Cash settlements

$

0.15

$

0.15

Realized price, with hedges

$

1.58

51%

$

1.56

1

%

Q3 2025

Realization

Q2 2025

Change

NGLs (per Bbl)

WTI index

$

64.92

$

63.95

2

%

Realized price, unhedged

$

17.01

26%

$

17.71

-4

%

Cash settlements

$

0.17

$

0.11

Realized price, with hedges

$

17.18

26%

$

17.82

-4

%

Q3 2025

Q2 2025

Change

Combined (per Boe)

Realized price, unhedged

$

35.82

$

35.43

1

%

Cash settlements

$

0.64

$

0.87

Realized price, with hedges

$

36.46

$

36.30

0

%

From the second quarter of 2025 to the third quarter of 2025, realized prices contributed to a $42 million increase in earnings. Unhedged oil and gas prices increased primarily due to higher WTI index prices. The increase was partially offset by lower gas and NGL prices primarily due to lower Henry Hub and Mont Belvieu index prices, respectively.

We currently have approximately 30% and 35% of our remaining anticipated 2025 oil and gas production hedged, respectively. For 2026, we currently have approximately 20% and 30% of our anticipated oil and gas production hedged, respectively.

Hedge Settlements

Q3 2025

Q2 2025

Change

Q

Oil

$

28

$

45

N/M

Natural gas

18

20

N/M

NGL

4

2

N/M

Total cash settlements (1)

$

50

$

67

-25

%

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

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

Production Expenses

Q3 2025

Q2 2025

Change

LOE

$

481

$

483

0

%

Gathering, processing & transportation

213

219

-3

%

Production taxes

184

180

2

%

Property taxes

17

17

0

%

Total

$

895

$

899

0

%

Per Boe:

LOE

$

6.14

$

6.31

-3

%

Gathering, processing & transportation

$

2.71

$

2.86

-5

%

Percent of oil, gas and NGL sales:

Production taxes

6.5

%

6.6

%

-2

%

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.

Q3 2025

$ per BOE

Q2 2025

$ per BOE

Field-level cash margin (Non-GAAP)

Delaware Basin

$

1,156

$

25.34

$

1,114

$

24.58

Rockies

433

$

23.03

369

$

21.45

Eagle Ford

209

$

35.86

197

$

35.84

Anadarko Basin

105

$

13.44

121

$

14.85

Other

11

N/M

10

N/M

Total

$

1,914

$

24.41

$

1,811

$

23.68

DD&A

Q3 2025

Q2 2025

Change

Oil and gas per Boe

$

10.89

$

11.63

-6

%

Oil and gas

$

854

$

890

-4

%

Other property and equipment

25

24

4

%

Total DD&A

$

879

$

914

-4

%

G&A

Q3 2025

Q2 2025

Change

G&A per Boe

$

1.46

$

1.47

-1

%

Labor and benefits

$

63

$

56

13

%

Non-labor

51

57

-11

%

Total

$

114

$

113

1

%

Other Items

Q3 2025

Q2 2025

Change in earnings

Commodity hedge valuation changes (1)

$

30

$

169

$

(139

)

Marketing and midstream operations

(11

)

(19

)

8

Exploration expenses

8

20

12

Asset dispositions

(37

)

(307

)

(270

)

Net financing costs

109

116

7

Other, net

(2

)

11

13

$

(369

)

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

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

During the second quarter of 2025, Devon sold its investment in Matterhorn for $372 million and recognized a pre-tax gain of $307 million ($239 million, net of tax), which was recorded to asset dispositions. The monetization of this investment did not change the terms or conditions of Devon's secured capacity on the pipeline. For additional information, see Note 12in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Income Taxes

Q3 2025

Q2 2025

Current expense (benefit)

$

(44

)

$

226

Deferred expense

263

18

Total expense

$

219

$

244

Current tax rate

-5

%

19

%

Deferred tax rate

29

%

2

%

Effective income tax rate

24

%

21

%

On July 4, 2025, OBBB was signed into law. As a result, Devon's third quarter 2025 income tax expense included a current tax benefit of approximately $155 million and corresponding deferred tax expense associated with the deferral of income taxes resulting from OBBB. We expect continued current tax benefits from OBBB in the fourth quarter of 2025, and, due to the deduction of intangible drilling costs as part of the CAMT computation, we expect the impacts to be more significant in 2026 and beyond. For additional information on income taxes, see Note 6in "Part I. Financial Information - Item 1. Financial Statements" in this report.

September 30, 2025 YTD vs. September 30, 2024 YTD

Our nine months ended September 30, 2025 net earnings were $2.1 billion, compared to net earnings of $2.3 billion for the first nine months ended September 30, 2024. The graph below shows the change in net earnings from the nine months ended September 30, 2024 to the nine months ended September 30, 2025. The material changes are further discussed by category on the following pages.

Production Volumes

Nine Months Ended September 30,

2025

% of Total

2024

Change

Oil (MBbls/d)

Delaware Basin

222

57

%

219

2

%

Rockies

109

28

%

50

116

%

Eagle Ford

42

11

%

44

-6

%

Anadarko Basin

12

3

%

13

-6

%

Other

3

1

%

4

N/M

Total

388

100

%

330

18

%

Nine Months Ended September 30,

2025

% of Total

2024

Change

Gas (MMcf/d)

Delaware Basin

801

58

%

724

11

%

Rockies

235

17

%

88

166

%

Eagle Ford

83

6

%

88

-6

%

Anadarko Basin

262

19

%

236

11

%

Other

-

0

%

1

N/M

Total

1,381

100

%

1,137

21

%

Nine Months Ended September 30,

2025

% of Total

2024

Change

NGLs (MBbls/d)

Delaware Basin

129

59

%

122

5

%

Rockies

48

22

%

14

243

%

Eagle Ford

12

6

%

16

-23

%

Anadarko Basin

29

13

%

28

3

%

Other

-

0

%

-

N/M

Total

218

100

%

180

21

%

Nine Months Ended September 30,

2025

% of Total

2024

Change

Combined (MBoe/d)

Delaware Basin

484

58

%

462

5

%

Rockies

196

24

%

79

148

%

Eagle Ford

68

8

%

75

-8

%

Anadarko Basin

84

10

%

80

6

%

Other

4

0

%

4

N/M

Total

836

100

%

700

20

%

From the nine months ended September 30, 2024 to the nine months ended September 30, 2025, the change in volumes contributed to a $1.4 billion increase in earnings. Volumes increased primarily due to the Grayson Mill acquisition in the Rockies, which closed in the third quarter of 2024, as well as new well activity in the Delaware and Anadarko Basins.

Realized Prices

Nine Months Ended September 30,

2025

Realization

2024

Change

Oil (per Bbl)

WTI index

$

66.79

$

77.61

-14

%

Realized price, unhedged

$

64.66

97%

$

76.08

-15

%

Cash settlements

$

0.69

$

0.05

Realized price, with hedges

$

65.35

98%

$

76.13

-14

%

Nine Months Ended September 30,

2025

Realization

2024

Change

Gas (per Mcf)

Henry Hub index

$

3.39

$

2.10

61

%

Realized price, unhedged

$

1.78

53%

$

0.75

138

%

Cash settlements

$

0.08

$

0.42

Realized price, with hedges

$

1.86

55%

$

1.17

59

%

Nine Months Ended September 30,

2025

Realization

2024

Change

NGLs (per Bbl)

WTI index

$

66.79

$

77.61

-14

%

Realized price, unhedged

$

18.79

28%

$

19.84

-5

%

Cash settlements

$

0.07

$

0.05

Realized price, with hedges

$

18.86

28%

$

19.89

-5

%

Nine Months Ended September 30,

2025

2024

Change

Combined (per Boe)

Realized price, unhedged

$

37.86

$

42.19

-10

%

Cash settlements

$

0.47

$

0.73

Realized price, with hedges

$

38.33

$

42.92

-11

%

From the nine months ended September 30, 2024 to the nine months ended September 30, 2025, realized prices contributed to a $884 million decrease in earnings. This decrease was primarily due to lower unhedged realized oil and NGL prices which decreased primarily due to lower WTI and Mont Belvieu index prices, respectively. This decrease was partially offset by an increase in unhedged realized gas prices which was primarily due to higher Henry Hub index prices. Realized prices were also positively impacted by oil, gas and NGL hedge cash settlements.

Hedge Settlements

Nine Months Ended September 30,

2025

2024

Change

Oil

$

73

$

4

N/M

Natural gas

30

132

N/M

NGL

4

3

N/M

Total cash settlements (1)

$

107

$

139

-23

%

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

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

Production Expenses

Nine Months Ended September 30,

2025

2024

Change

LOE

$

1,443

$

1,129

28

%

Gathering, processing & transportation

636

577

10

%

Production taxes

576

542

6

%

Property taxes

51

54

-6

%

Total

$

2,706

$

2,302

18

%

Per Boe:

LOE

$

6.32

$

5.89

7

%

Gathering, processing & transportation

$

2.78

$

3.01

-7

%

Percent of oil, gas and NGL sales:

Production taxes

6.7

%

6.7

%

0

%

Production expenses increased in the first nine months of 2025 primarily due to increased activity in the Rockies related to the Grayson Mill acquisition in addition to new well activity in the Delaware Basin.

Field-Level Cash Margin

The table below presents the field-level cash margin for each of our operating areas. Field-level cash margin is computed as oil, gas and NGL 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.

Nine Months Ended September 30,

2025

$ per BOE

2024

$ per BOE

Field-level cash margin (Non-GAAP)

Delaware Basin

$

3,553

$

26.89

$

3,938

$

31.13

Rockies

1,311

$

24.48

634

$

29.21

Eagle Ford

676

$

36.67

842

$

41.16

Anadarko Basin

362

$

15.69

329

$

15.00

Other

37

N/M

45

N/M

Total

$

5,939

$

26.01

$

5,788

$

30.19

DD&A and Asset Impairments

Nine Months Ended September 30,

2025

2024

Change

Oil and gas per Boe

$

11.52

$

11.54

0

%

Oil and gas

$

2,630

$

2,213

19

%

Other property and equipment

75

71

6

%

Total DD&A

$

2,705

$

2,284

18

%

Asset impairments

$

254

$

-

N/M

DD&A increased in the first nine months of 2025 primarily due to higher volumes driven by the Grayson Mill acquisition and new well activity in the Delaware Basin.

In the first quarter of 2025, Devon rationalized two headquarters-related real estate assets resulting in total asset impairments of $254 million. See Note 5in "Part I. Financial Information - Item 1. Financial Statements" of this report for further discussion.

G&A

Nine Months Ended September 30,

2025

2024

Change

G&A per Boe

$

1.56

$

1.80

-13

%

Labor and benefits

$

189

$

195

-3

%

Non-labor

168

150

12

%

Total

$

357

$

345

3

%

While our G&A increased in the first nine months of 2025, our G&A per BOE rate has decreased due to the Grayson Mill acquisition efficiently expanding our operating scale and production.

Other Items

Nine Months Ended September 30,

2025

2024

Change in earnings

Commodity hedge valuation changes (1)

$

111

$

(34

)

$

145

Marketing and midstream operations

(42

)

(48

)

6

Exploration expenses

38

16

(22

)

Asset dispositions

(342

)

16

358

Net financing costs

348

240

(108

)

Other, net

36

72

36

$

415

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

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

During the second quarter of 2025, Devon sold its investment in Matterhorn for $372 million and recognized a pre-tax gain of $307 million ($239 million, net of tax), which was recorded to asset dispositions. The monetization of this investment did not change the terms or conditions of Devon's secured capacity on the pipeline. For additional information, see Note 12in "Part I. Financial Information - Item 1. Financial Statements" in this report.

During the third quarter of 2024, we issued $3.25 billion of debt to partially fund the Grayson Mill acquisition. Additionally, we retired $472 million of debt in the third quarter of 2024. During the third quarter of 2025, Devon early redeemed the $485 million of 5.85% senior notes due in December 2025 pursuant to the "par-call" rights set forth in the indenture document. For additional information, see Note 13in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Income Taxes

Nine Months Ended September 30,

2025

2024

Current expense

$

278

$

340

Deferred expense

322

243

Total expense

$

600

$

583

Current tax rate

10

%

12

%

Deferred tax rate

12

%

8

%

Effective income tax rate

22

%

20

%

On July 4, 2025, OBBB was signed into law. As a result, Devon's third quarter 2025 income tax expense included a current tax benefit of approximately $155 million and corresponding deferred tax expense associated with the deferral of income taxes resulting from OBBB. We expect continued current tax benefits from OBBB in the fourth quarter of 2025, and, due to the deduction of intangible drilling costs as part of the CAMT computation, we expect the impacts to be more significant in 2026 and beyond. For information on income taxes, see Note 6in "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 and nine months ended September 30, 2025 and 2024.

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Operating cash flow

$

1,690

$

1,663

$

5,177

$

4,936

Grayson Mill acquired cash

-

147

-

147

Capital expenditures

(870

)

(877

)

(2,760

)

(2,719

)

Acquisitions of property and equipment

(197

)

(3,602

)

(221

)

(3,692

)

Divestitures of property, equipment and investments

38

-

543

18

Investment activity, net

5

(17

)

15

(43

)

Debt activity, net

(485

)

2,747

(485

)

2,747

Repurchases of common stock

(250

)

(295

)

(800

)

(756

)

Common stock dividends

(151

)

(272

)

(470

)

(794

)

Noncontrolling interest activity, net

(260

)

10

(269

)

8

Repayment of finance lease

-

-

(274

)

-

Other

(1

)

3

(24

)

(51

)

Net change in cash, cash equivalents and restricted cash

$

(481

)

$

(493

)

$

432

$

(199

)

Cash, cash equivalents and restricted cash at end of period

$

1,278

$

676

$

1,278

$

676

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 our capital expenditures, and we continued to return value to our shareholders by utilizing cash flow and cash balances for share repurchases and dividends.

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 September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Delaware Basin

$

462

$

516

$

1,418

$

1,589

Rockies

197

91

652

261

Eagle Ford

138

177

431

536

Anadarko Basin

34

55

118

174

Other

1

1

3

4

Total oil and gas

832

840

2,622

2,564

Midstream

29

12

95

79

Other

9

25

43

76

Total capital expenditures

$

870

$

877

$

2,760

$

2,719

Capital expenditures consist primarily of amounts related to our oil and gas exploration and development operations, midstream operations and other corporate activities. Our capital investment program is driven by a disciplined allocation process focused on moderating our production growth and maximizing our returns. As such, our capital expenditures for the first nine months of 2025 represented approximately 53% of our operating cash flow.

Acquisitions of Property and Equipment

During the first nine months of 2025, we completed acquisitions of property primarily related to state and federal land sales in the Delaware Basin.

Divestitures of Property, Equipment and Investments

During the first nine months of 2025, we generated additional cash flow by monetizing our investment in Matterhorn for $372 million and divesting headquarters-related real estate assets for $134 million as part of our real estate rationalization initiatives. These proceeds will be used to further strengthen our investment-grade financial position. For additional information regarding these divestitures, see Note 12and Note 5, respectively, in "Part I. Financial Information - Item 1. Financial Statements" in this report.

During the first nine months of 2025 and 2024, we received $20 million in contingent earnout payments related to assets previously sold. For additional information, see Note 2in "Part I. Financial Information - Item 1. Financial Statements" in this report.

Investment Activity

During the first nine months of 2025 and 2024, we received distributions from our investments of $27 million and $35 million, respectively. We contributed $12 million and $78 million to our investments during the first nine months of 2025 and 2024, respectively.

Debt Activity

In the third quarter of 2025, Devon early redeemed the $485 million of 5.85% senior notes due in December 2025 pursuant to the "par-call" rights set forth in the indenture document.

In the third quarter of 2024, Devon issued $1.25 billion of $5.20% senior notes due 2034 and $1.0 billion of 5.75% senior notes due 2054. Additionally, in the third quarter of 2024, Devon borrowed $1.0 billion on the Term Loan. These debt issuances helped fund the Grayson Mill acquisition. In the third quarter of 2024, Devon retired $472 million of debt.

Shareholder Distributions and Stock Activity

We repurchased approximately 23.7 million shares of common stock for $800 million and approximately 16.3 million shares of common stock for $744 million under the share repurchase program authorized by our Board of Directors in the first nine months of 2025 and 2024, respectively. For additional information, see Note 16in "Part I. Financial Information - Item 1. Financial Statements" in this report.

The following table summarizes our common stock dividends during the third quarter and total for the first nine months of 2025 and 2024. Devon most recently raised its fixed dividend by 9% from $0.22 to $0.24 per share in the first quarter of 2025.

Dividends

Rate Per Share

2025:

First quarter

$

163

$

0.24

Second quarter

156

$

0.24

Third quarter

151

$

0.24

Total year-to-date

$

470

2024:

First quarter

$

299

$

0.44

Second quarter

223

$

0.35

Third quarter

272

$

0.44

Total year-to-date (1)

$

794

(1)
In the first nine months of 2024, Devon paid variable dividends totaling $377 million in addition to its recurring fixed dividend.

Noncontrolling Interest Activity, net

On August 1, 2025, Devon completed the acquisition of all outstanding noncontrolling interests in CDM for $260 million. Accordingly, all future net income and cash flows from CDM are fully attributable to Devon and there will be no further distributions to or contributions from noncontrolling interest holders.

During the first nine months of 2025 and 2024, we distributed $23 million and $36 million, respectively, to our noncontrolling interests in CDM. During the first nine months of 2025 and 2024, we received $14 million and $44 million, respectively, in contributions from our noncontrolling interests.

Repayment of Finance Lease

During the first nine months of 2025, we paid $274 million in cash to extinguish a financing lease related to a headquarters-related real estate asset as part of our real estate rationalization initiatives. For additional information, see Note 14in "Part I. Financial Information - Item 1. Financial Statements" in this report.

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.

On September 27, 2024, Devon acquired the Williston Basin business of Grayson Mill. This acquisition added a high-margin production mix that has enhanced our position and efficiently expanded our operating scale and production. The acquisition continues to deliver sustainable accretion to earnings and free cash flow further supporting our cash-return business model, which moderates growth, emphasizes capital efficiencies and prioritizes cash returns to shareholders.

To emphasize our commitment to maximizing free cash flow and creating value for shareholders, we have implemented a business optimization plan which is anticipated to improve our annual pre-tax cash flow by $1.0 billion. These optimization initiatives will be primarily focused on capital efficiencies, production optimization, commercial opportunities and corporate cost reductions. These savings are on track to be achieved by the end of 2026 with approximately $600 million expected to be completed by the end of 2025.

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 return cash to shareholders.

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 third quarter of 2025, we held approximately $1.3 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 activity, weather, changes in public policy, including the imposition of tariffs by the U.S. or other countries, 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 September 30, 2025 are presented in Note 3in "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. We remain committed to capital discipline and focused on delivering the objectives that underpin our capital plan for 2025. However, if commodity prices decline further, we will adapt our plan by reducing activity in order to maximize free 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.

Additionally, the economic uncertainty in global trade arising from geopolitical events and shifting trade policies, such as the imposition of tariffs by the U.S., may contribute to higher inflation rates and disrupt supply chains, negatively impacting our cash flow. While we actively work to mitigate the impact of these potential risks through operational efficiencies gained from the scale of our operations as well as by leveraging long-standing relationships with our suppliers, the ultimate impacts remain uncertain.

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 September 30, 2025, we had approximately $3.0 billion of available borrowing capacity under our Senior Credit Facility. This credit facility supports our $3.0 billion of short-term credit under our commercial paper program. At September 30, 2025, 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 our Term Loan or any credit facility borrowings and the ability to economically access debt markets in the future.

Cash Returns to Shareholders

We are committed to returning cash to shareholders through dividends 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. 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 November 2025, Devon announced a cash dividend in the amount of $0.24 per share payable in the fourth quarter of 2025 and will total approximately $150 million.

Our Board of Directors has authorized a $5.0 billion share repurchase program that expires on June 30, 2026. Through October 2025, we had executed $4.2 billion of the authorized program.

Capital Expenditures

Our capital expenditures budget for the remainder of 2025 is expected to be approximately $0.9 billion to $1.0 billion.

Critical Accounting Estimates

Purchase Accounting

Periodically, we acquire assets and assume liabilities in transactions accounted for as business combinations, such as the acquisition of the Williston Basin business of Grayson Mill. In connection with the acquisition, we allocated the $5.0 billion of purchase price consideration to the assets acquired and liabilities assumed based on estimated fair values as of the date of the acquisition.

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

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

For additional information regarding our critical accounting policies and estimates, see our 2024 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, non-cash asset impairments (including unproved asset impairments), change in tax laws, deferred tax asset valuation allowance, fair value changes in derivative financial instruments and restructuring and transaction costs.

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 September 30,

Nine Months Ended September 30,

Before Tax

After Tax

After NCI

Per Diluted Share

Before Tax

After Tax

After NCI

Per Diluted Share

2025:

Earnings attributable to Devon (GAAP)

$

912

$

693

$

687

$

1.09

$

2,719

$

2,119

$

2,080

$

3.27

Adjustments:

Asset dispositions

(37

)

(28

)

(28

)

(0.04

)

(342

)

(266

)

(266

)

(0.42

)

Asset and exploration impairments

1

1

1

-

264

205

205

0.32

Change in tax laws

-

11

11

0.02

-

11

11

0.02

Fair value changes in financial instruments

(29

)

(22

)

(22

)

(0.04

)

(113

)

(87

)

(87

)

(0.14

)

Restructuring and transaction costs

9

7

7

0.01

36

28

28

0.04

Core earnings attributable to Devon (Non-GAAP)

$

856

$

662

$

656

$

1.04

$

2,564

$

2,010

$

1,971

$

3.09

2024:

Earnings attributable to Devon (GAAP)

$

1,064

$

825

$

812

$

1.30

$

2,872

$

2,289

$

2,252

$

3.59

Adjustments:

Asset dispositions

-

-

-

-

16

12

12

0.02

Asset and exploration impairments

1

1

1

-

2

2

2

-

Deferred tax asset valuation allowance

-

(7

)

(7

)

(0.01

)

-

(4

)

(4

)

(0.01

)

Fair value changes in financial instruments

(167

)

(129

)

(129

)

(0.20

)

37

30

30

0.05

Restructuring and transaction costs

8

6

6

0.01

8

6

6

0.01

Core earnings attributable to Devon (Non-GAAP)

$

906

$

696

$

683

$

1.10

$

2,935

$

2,335

$

2,298

$

3.66

EBITDAX and Field-Level Cash Margin

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

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

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

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

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Net earnings (GAAP)

$

693

$

825

$

2,119

$

2,289

Financing costs, net

109

88

348

240

Income tax expense

219

239

600

583

Exploration expenses

8

4

38

16

Depreciation, depletion and amortization

879

794

2,705

2,284

Asset impairments

-

-

254

-

Asset dispositions

(37

)

-

(342

)

16

Share-based compensation

21

24

67

74

Derivative and financial instrument non-cash valuation changes

(30

)

(166

)

(111

)

34

Accretion on discounted liabilities and other

(2

)

45

36

72

EBITDAX (Non-GAAP)

1,860

1,853

5,714

5,608

Marketing and midstream revenues and expenses, net

11

17

42

48

Commodity derivative cash settlements

(50

)

(61

)

(107

)

(139

)

General and administrative expenses, cash-based

93

93

290

271

Field-level cash margin (Non-GAAP)

$

1,914

$

1,902

$

5,939

$

5,788

Devon Energy Corporation published this content on November 06, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 06, 2025 at 17:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]