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DEVON ENERGY CORP/DE — Annual Report 2018
Jun 6, 2018
30251_rns_2018-06-06_8584520c-6efd-4295-acea-10a771acbc74.zip
Annual Report
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
or
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32318
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Devon Energy Corporation Incentive Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
Devon Energy Corporation
333 West Sheridan Avenue
Oklahoma City, OK 73102-5015
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
FORM 11-K
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm | 3 |
|---|---|
| Financial Statements | |
| Statements of Net Assets Available for Benefits | 4 |
| Statement of Changes in Net Assets Available for Benefits | 5 |
| Notes to Financial Statements | 6 |
| Supplemental Schedule | |
| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | 12 |
| Signature | 19 |
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Report of Independent R egistered Public Accounting Firm
Plan Administrator and Plan Participants
Devon Energy Corporation Incentive Savings Plan
Opinion on the financial statements
We have audited the accompanying statements of net assets available for benefits of Devon Energy Corporation Incentive Savings Plan (the “Plan”) as of December 31, 2017 and 2016, the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the basic financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ GRANT THORNTON LLP
We have served as the Plan’s auditor since 2006.
Oklahoma City, Oklahoma
June 6, 2018
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31, — 2017 | 2016 | |
|---|---|---|
| ASSETS | ||
| Investments, at fair value | $ 768,781,501 | $ 683,033,717 |
| Employer contributions receivable | 5,576,542 | 5,571,103 |
| Notes receivable from participants | 8,768,683 | 7,998,306 |
| Other receivables | 2,138,866 | 455,190 |
| Total assets | 785,265,592 | 697,058,316 |
| LIABILITIES | ||
| Other liabilities | 1,665,144 | 699,690 |
| Total liabilities | 1,665,144 | 699,690 |
| NET ASSETS AVAILABLE FOR BENEFITS | $ 783,600,448 | $ 696,358,626 |
See accompanying notes to financial statements.
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| Year Ended December 31, | |
|---|---|
| 2017 | |
| Additions: | |
| Investment income: | |
| Net appreciation in fair value of investments | $ 92,376,406 |
| Dividend income | 13,669,437 |
| Interest income | 93,953 |
| Net investment gain | 106,139,796 |
| Contributions: | |
| Participant, including rollovers | 26,799,751 |
| Employer, net of forfeitures | 39,094,292 |
| Total contributions | 65,894,043 |
| Interest income on notes receivable from participants | 353,815 |
| Total additions | 172,387,654 |
| Deductions: | |
| Distributions to participants | 82,803,005 |
| Administrative expenses | 2,342,827 |
| Total deductions | 85,145,832 |
| Net increase in net assets available for benefits | 87,241,822 |
| Net assets available for benefits: | |
| Beginning of year | 696,358,626 |
| End of year | $ 783,600,448 |
See accompanying notes to financial statements.
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- Descripti on of Plan
The following description of the Devon Energy Corporation Incentive Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the plan agreement and respective amendments for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering substantially all United States employees of Devon Energy Corporation (“Devon”) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Employees are eligible to participate in the Plan as soon as administratively possible following the completion of one hour of service. There is no minimum age requirement for employees to be eligible.
The plan administrator is a committee of Devon employees who are appointed by and serve at the direction of Devon (the “Benefits Committee”). The Benefits Committee is responsible for administration of the Plan, except for the duties related to selecting and monitoring the Plan’s investment options. The selection and monitoring of investment options, and related functions, is the responsibility of a separate committee of Devon employees who are appointed by and serve at the direction of Devon (the “Investments Committee”).
Devon’s Board of Directors, or a committee thereof, has the sole responsibility for appointing and removing the Plan’s trustee, which is currently Fidelity Management Trust Company (the “Trustee”). Under the terms of an agreement between the Trustee and the Plan, the Trustee administers the Plan’s trust in accordance with instructions provided by the Benefits Committee.
Contributions
As defined in the Plan, participants may elect to contribute from 1% to 50% of their compensation to the Plan on a pre-tax basis or on an after-tax, designated Roth basis. The combined pre-tax and designated Roth contributions are subject to limitations under the Internal Revenue Code (the “Code”). Participants who have attained age 50 before the end of the Plan year are eligible to make pre-tax or designated Roth catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (“Rollover Contributions”). Participant Rollover Contributions were approximately $924,000 during 2017.
New employees who do not take action to either enroll or decline to enroll in the Plan are automatically enrolled in the Plan with a pre-tax deferral contribution rate equal to 3%.
Participants may receive an employer match on their contribution to the Plan in an amount determined annually by Devon. The amount of the matching contribution will vary according to the participant’s years of service and whether the participant is eligible for enhanced contributions. Participants employed subsequent to October 1, 2007 and participants who opted out of a separate defined benefit plan sponsored by Devon are eligible for enhanced contributions. During 2017, for all participants with at least five years of service, Devon contributed amounts equal to 100% of each participant’s contributions to the Plan, with the matching contribution being limited to the lesser of 6% of the participant’s compensation or $16,200. For participants with less than five years of service, Devon’s matching contributions in 2017 were limited to the lesser of 3% of the participant’s compensation or $8,100.
Participants eligible for enhanced contributions also receive additional, nondiscretionary contributions by Devon calculated as a percentage of their compensation, as defined in the Plan. In 2017, the enhanced contribution percentage ranged from 8% to 16%, depending upon a participant’s years of service.
Participant Accounts
Each participant’s account is credited with the participant’s contribution, Devon’s contribution and allocations of earnings or losses on the investments selected by the participant and charged with an allocation of administrative expenses. Allocations are based on participant earnings, account balances or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
Investments
Participants direct their account balances to be invested in a number of investment options. Participants may change their investment options on a daily basis. Investment options of the Plan as of December 31, 2017 consist of mutual funds, equity securities, Devon common stock, collective trust funds, stable value fund and Brokerage Link. Brokerage Link is a self-directed brokerage account that allows participants to invest in a wide variety of funds.
Vesting and Forfeitures
Participants are vested immediately in their contributions, plus the associated investment income or losses. For each year of service up to four years, a participant becomes 25% vested in employer contributions to their account and the associated investment income or losses. Participants will become vested upon a change of control of Devon, as defined in the Plan or if the participant dies, becomes totally disabled or reaches age 65 while employed by Devon.
Upon a termination of service that results in nonvested amounts in a participant’s account, the nonvested portion is forfeited and used to reduce Devon’s future contributions or pay Plan expenses. Employer contributions were reduced by approximately $1,205,000 in 2017 due to forfeitures. In 2017, Plan expenses of approximately $205,000 were paid by forfeitures. As of December 31, 2017 and 2016, there were approximately $293,000 and $420,000, respectively, of forfeitures available to reduce future employer contributions or pay expenses.
Notes Receivable from Participants
Participants may borrow from their fund accounts and may have up to two loans outstanding at any time. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the balance in the participants’ accounts. The loans bear interest at a fixed rate, which approximates the rate generally charged for consumer loans secured by certificates of deposit or marketable securities. The interest rates ranged from 4.25% to 9.50% at December 31, 2017. The terms of the loans may not exceed five years, except for loans used to purchase a primary residence, in which case the loan term generally will not exceed 15 years. Maturity dates ranged from January 2018 to March 2033 at December 31, 2017. Principal and interest is repaid through biweekly payroll deductions from the participants’ wages.
Payment of Benefits
While still employed, a participant who is age 59½ or older may withdraw all or part of the vested interest in their account at any time. Participants who are still employed also may withdraw their Rollover Contributions regardless of age. In addition, participants who are still employed and who have taken all other withdrawals and loans available under the Plan may also request a withdrawal in an amount necessary to satisfy an immediate and heavy financial need.
On termination of service due to death, disability or upon retirement, participants (or a beneficiary in the case of death) may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in their account or equal installments (monthly, quarterly, semi-annually or annually) for any period less than the life expectancy of the participant and their beneficiary. For termination of service for other reasons, participants may receive the value of the vested interest in their account as a lump-sum distribution. Depending on the value of the participant’s vested interest in their account at the time of their termination of service, the value of the participant’s vested interest may be automatically paid in a lump-sum distribution, paid in a direct rollover or automatically rolled over to an individual retirement account or annuity established in the participant’s or beneficiary’s name.
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
- Summary of Significant Accou nting Policies
The following are the significant accounting policies followed by the Plan in preparing the accompanying financial statements.
Basis of Presentation
The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell the investment in an orderly transaction between market participants. This price is commonly referred to as the “exit price.” Fair value measurements are classified according to a hierarchy that prioritizes the inputs underlying the valuation techniques. This hierarchy consists of three broad levels:
• Level 1 – Inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority. When available, Level 1 inputs are used to measure fair value because they generally provide the most reliable evidence of fair value.
• Level 2 – Inputs consist of quoted prices that are generally observable for the asset. Common examples of Level 2 inputs include quoted prices for similar assets in active markets or quoted prices for identical assets in markets not considered to be active.
• Level 3 – Inputs are not observable from objective sources and have the lowest priority. The most common Level 3 fair value measurement is an internally developed cash flow model.
Realized gains or losses are calculated based on proceeds from the sale of investments and the fair value of the investments at the beginning of the plan year or at time of purchase if acquired during the current plan year. Unrealized appreciation or depreciation of the investments is calculated based on the fair value of the investments at the end of the plan year and the fair value of the investments at the beginning of the plan year or at time of purchase if acquired during the current plan year. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2017 or 2016. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
Payment of Benefits
Benefits are recorded when paid.
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
Administrative Expenses
Trustee, audit and certain other administrative fees are paid by Devon on behalf of the Plan and are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment management fees related to the equity securities and collective trusts are included in administrative expenses. All other investment-related expenses are included in net appreciation of fair value of investments.
- Fair Value Measurements
The following tables provide the Plan’s investments at fair value according to the fair value hierarchy. The Plan had no Level 2 or Level 3 investments as of December 31, 2017 and 2016. There have been no changes in the methodologies used at December 31, 2017 and 2016.
| As of December 31, 2017 — Total | Level 1 Inputs | |
|---|---|---|
| Mutual funds | $ 244,897,426 | $ 244,897,426 |
| Self-directed brokerage account | 37,017,592 | 37,017,592 |
| Common stock | 230,170,187 | 230,170,187 |
| Total assets in the fair value hierarchy | $ 512,085,205 | $ 512,085,205 |
| Investments measured at net asset value | 256,696,296 | |
| Investments at fair value | $ 768,781,501 | |
| As of December 31, 2016 | ||
| Total | Level 1 Inputs | |
| Mutual funds | $ 205,891,804 | $ 205,891,804 |
| Self-directed brokerage account | 32,305,893 | 32,305,893 |
| Common stock | 225,588,412 | 225,588,412 |
| Total assets in the fair value hierarchy | $ 463,786,109 | $ 463,786,109 |
| Investments measured at net asset value | 219,247,608 | |
| Investments at fair value | $ 683,033,717 |
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2017 and 2016, respectively.
| December 31, 2017 | Fair Value | Unfunded Commitments | Redemption Frequency | Redemption Notice Period |
|---|---|---|---|---|
| Commingled funds: | ||||
| US Equity | $ 104,968,336 | None | Daily | None |
| International Equity | 86,136,854 | None | Daily | None |
| World Equity | 24,601,478 | None | Daily | None |
| Real Estate | 1,539,780 | None | Daily | None |
| Total commingled funds | 217,246,448 | |||
| Stable value collective: | ||||
| Trust fund | 39,449,848 | None | Daily | 12 months |
| Investments measured at net asset value | $ 256,696,296 | |||
| December 31, 2016 | Fair Value | Unfunded Commitments | Redemption Frequency | Redemption Notice Period |
| Commingled funds: | ||||
| US Equity | $ 96,402,679 | None | Daily | None |
| International Equity | 64,197,186 | None | Daily | None |
| World Equity | 11,263,590 | None | Daily | None |
| Real Estate | 5,667,593 | None | Daily | None |
| Total commingled funds | 177,531,048 | |||
| Stable value collective: | ||||
| Trust fund | 41,716,560 | None | Daily | 12 months |
| Investments measured at net asset value | $ 219,247,608 |
The following methods and assumptions were used to estimate the fair values in the tables above.
Mutual funds. Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Self-directed brokerage accounts. Accounts primarily consist of mutual funds that are valued on the basis of readily determinable market prices.
Common stocks. Valued at the closing price reported on the active market on which the individual securities are traded.
Commingled funds. Valued based on the net asset value of the commingled funds’ underlying investments using information reported by the investment advisor. The net asset value is used as a practical expedient to estimate fair value.
Stable value collective trust fund. Valued at the net asset value of units of the collective trust. The net asset value is used as a practical expedient to estimate fair value. The practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to ensure that securities liquidations will be carried out in an orderly business manner.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although these valuation methods are appropriate and consistent with those used by other market participants, the use of different methodologies or assumptions to
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
determine the fair value of certain financial instruments could result in a different estimate of fair valu e at the reporting date.
- Plan Termination
Although Devon has not expressed any intent to terminate the Plan, it may do so at any time. Benefits owed to participants are not actuarially determined and the aggregate vested benefits are limited to the Plan’s net assets available for plan benefits. In the event of the Plan’s termination, participants would become 100% vested in their accounts.
- Related Party and Parties in Interest Transactions
The Trustee and Devon are parties in interest as defined by ERISA. Certain plan investments are shares of mutual funds managed by Fidelity Management & Research Company, which is an affiliate of the Trustee. The Trustee also invests certain Plan assets in the Devon Stock Fund. Such transactions qualify as party-in-interest transactions permitted by the Department of Labor regulations.
- Tax Status
The Internal Revenue Service has determined and informed Devon by a letter dated July 10, 2017 that the Plan and related trusts are designed in accordance with applicable sections of the Code. Prior to July 10, 2017 the Plan operated under a determination letter dated November 3, 2015. Although the Plan has been amended since receiving the determination letter, the Benefits Committee believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Code and, therefore, believe that the Plan is qualified and the related trust is tax-exempt.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Benefits Committee has analyzed the tax positions taken by the Plan and has concluded that there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements as of December 31, 2017 and 2016.
The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
- Risk and Uncertainties
In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks. Because of the risks associated with investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.
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| Devon Energy Corporation Incentive Savings Plan | |||
|---|---|---|---|
| EIN: 73-1567067 Plan Number: 002 | |||
| Schedule H, Line 4i - Schedule of Assets (Held at End of Year) | |||
| December 31, 2017 | |||
| Identity of issue, borrower, lessor or similar party | Description of investment | Number of shares or units | Current Value |
| Devon Energy Corporation** | Devon common stock | 650,234 | $ 26,919,688 |
| Cash equivalent fund: | |||
| The Vanguard Group | Vanguard Money Market Fund | 11,099,639 | 11,099,639 |
| Interest-bearing cash | Money-market securities | 5,042,331 | |
| Mutual Funds and Common Trust Funds: | |||
| TCW Investment Management Company | TCW Core Fixed Income Fund | 5,498,159 | 60,424,765 |
| PIMCO Funds | PIMCO All Asset All Authority | 4,669,883 | 41,655,358 |
| SEI Trust Company | PIMCO Stable Income Fund | 374,251 | 39,449,848 |
| Aberdeen | Aberdeen Emerging Markets Fund | 1,138,447 | 18,374,539 |
| Harbor Funds | Harbor International Fund | 711,456 | 48,037,526 |
| Neuberger Berman | Neuberger Berman High Yield Bond Fund | 2,817,838 | 24,487,012 |
| Blackrock, Inc. | US Equity Index | 3,492,879 | 104,968,336 |
| Blackrock, Inc. | International Equity Index | 5,403,106 | 86,136,854 |
| Blackrock, Inc. | Blackrock MSCI ACWI Minimum Volatility Fund | 1,979,403 | 24,601,478 |
| Capital Research & Management Company | Europacific Growth Fund | 206,697 | 11,603,946 |
| Invesco | Invesco Equity Real Estate Securities Trust | 10,587 | 1,539,780 |
| Western Asset | Inflation Indexed Plus Bond Portfolio | 2,156,317 | 24,172,310 |
| Equity Securities: | |||
| 2U INC | Common stock | 7,138 | 460,472 |
| ABBVIE INC | Common stock | 3,906 | 377,749 |
| ABIOMED INC | Common stock | 3,287 | 616,017 |
| ACADIA PHARMACEUTICALS | Common stock | 3,606 | 108,577 |
| ACI WORLDWIDE INC | Common stock | 14,700 | 333,249 |
| ADOBE SYSTEMS INC | Common stock | 3,003 | 526,246 |
| ADTALEM GLOBAL EDUCATION | Common stock | 12,160 | 511,328 |
| ADVANCE AUTO PARTS INC | Common stock | 7,500 | 747,675 |
| AECOM | Common stock | 7,400 | 274,910 |
| AERCAP HOLDINGS NV | Common stock | 11,000 | 578,710 |
| AES CORP | Common stock | 73,400 | 794,922 |
| AETNA INC | Common stock | 4,048 | 730,219 |
| AFFILIATED MANAGERS GRP | Common stock | 1,965 | 403,315 |
| AGNC INVESTMENT CORP | Common stock | 38,100 | 769,239 |
| AIR PRODUCTS & CHEMICALS | Common stock | 11,515 | 1,889,381 |
| ALASKA AIR GROUP INC | Common stock | 5,000 | 367,550 |
| ALIBABA GROUP HLD SPON AD | Common stock | 8,976 | 1,547,732 |
| ALLEGHANY CORP DEL | Common stock | 1,400 | 834,526 |
| ALLERGAN PLC | Common stock | 737 | 120,558 |
| ALLIANT ENERGY CORPORATIO | Common stock | 10,300 | 438,883 |
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| ALLY FINANCIAL INC | Common stock | 8,400 | 244,944 |
|---|---|---|---|
| ALPHABET INC CL C | Common stock | 2,961 | 3,098,390 |
| ALTABA INC | Common stock | 6,133 | 428,390 |
| ALTRIA GROUP INC | Common stock | 9,632 | 687,821 |
| AMAZON.COM INC | Common stock | 2,602 | 3,042,961 |
| AMC ENTERTAINMENT HL CL A | Common stock | 39,100 | 590,410 |
| AMC NETWORKS INC CL A | Common stock | 11,900 | 643,552 |
| AMERCO INC | Common stock | 2,300 | 869,193 |
| AMERICAN EAGLE OUTFITTERS | Common stock | 17,400 | 327,120 |
| AMERICAN EXPRESS CO | Common stock | 12,910 | 1,282,092 |
| AMERICAN INTL GROUP | Common stock | 10,153 | 604,916 |
| ANTERO RES CORP | Common stock | 36,500 | 693,500 |
| ANTHEM INC | Common stock | 6,192 | 1,393,262 |
| APPLE INC | Common stock | 18,767 | 3,175,939 |
| APPLIED MATERIALS INC | Common stock | 14,766 | 754,838 |
| APTIV PLC | Common stock | 3,137 | 266,112 |
| ARISTA NETWORKS INC | Common stock | 1,571 | 370,096 |
| ARRIS INTERNATIONAL PLC | Common stock | 21,000 | 539,490 |
| AUTODESK INC | Common stock | 4,836 | 506,958 |
| AVNET INC | Common stock | 15,300 | 606,186 |
| AXALTA COATING SYS LTD | Common stock | 10,785 | 349,003 |
| AXIS CAPITAL HOLDINGS LTD | Common stock | 10,900 | 547,834 |
| BALL CORP | Common stock | 15,949 | 603,670 |
| BANK OF AMERICA CORPORATI | Common stock | 104,845 | 3,095,023 |
| BANK OF THE OZARKS INC | Common stock | 12,040 | 583,338 |
| BERKSHIRE HATHAWAY CL B | Common stock | 5,300 | 1,050,566 |
| BIOMARIN PHARMACEUTICAL | Common stock | 2,837 | 252,975 |
| BLACK KNIGHT INC | Common stock | 5,727 | 252,847 |
| BLACKHAWK NETWORK HLDG | Common stock | 16,000 | 570,400 |
| BLACKROCK INC | Common stock | 552 | 283,568 |
| BLACKSTONE GROUP LP | Common stock | 15,352 | 491,571 |
| BLOCK H & R INC | Common stock | 19,400 | 508,668 |
| BOEING CO | Common stock | 666 | 196,410 |
| BOOZ ALLEN HAMILTON CL A | Common stock | 16,428 | 626,400 |
| BOSTON SCIENTIFIC CORP | Common stock | 11,605 | 287,688 |
| BP PLC SPON ADR | Common stock | 24,829 | 1,043,563 |
| BRISTOL-MYERS SQUIBB CO | Common stock | 3,747 | 229,616 |
| BROADCOM LTD | Common stock | 8,995 | 2,310,816 |
| BWX TECHNOLOGIES INC | Common stock | 15,216 | 920,416 |
| CABLE ONE INC W/I | Common stock | 263 | 184,981 |
| CAMBREX CORP | Common stock | 8,577 | 411,696 |
| CAPITAL ONE FIN CORP | Common stock | 6,999 | 696,960 |
| CARDINAL HEALTH INC | Common stock | 8,895 | 544,997 |
| CARNIVAL CORP | Common stock | 10,093 | 669,872 |
| CARRIZO OIL & GAS INC | Common stock | 5,311 | 113,018 |
| CASEY GENERAL STORES | Common stock | 6,900 | 772,386 |
| CATERPILLAR INC | Common stock | 2,123 | 334,542 |
| CAVIUM INC | Common stock | 3,269 | 274,040 |
| CBOE GLOBAL MARKETS INC | Common stock | 3,723 | 463,849 |
| CBS CORP CL B | Common stock | 9,344 | 551,296 |
| CELANESE CORP SER A | Common stock | 15,129 | 1,620,013 |
| CELGENE CORP | Common stock | 5,413 | 564,901 |
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| CHARLES RIVER LABS INTL | Common stock | 4,559 | 498,983 |
|---|---|---|---|
| CHARTER COMM INC A | Common stock | 470 | 157,901 |
| CHEVRON CORP | Common stock | 8,500 | 1,064,115 |
| CIGNA CORP | Common stock | 5,282 | 1,072,721 |
| CINTAS CORP | Common stock | 1,908 | 297,324 |
| CIT GROUP INC | Common stock | 15,300 | 753,219 |
| CITIGROUP INC | Common stock | 28,721 | 2,137,130 |
| CLOVIS ONCOLOGY INC | Common stock | 1,736 | 118,048 |
| COCA-COLA EUROPEAN PARTNE | Common stock | 24,200 | 964,370 |
| COGNIZANT TECH SOLUT CL A | Common stock | 5,032 | 357,373 |
| COHERENT INC | Common stock | 1,204 | 339,793 |
| COLLIERS INTL GROUP (US) | Common stock | 3,680 | 222,088 |
| COLUMBIA PROPERTY TR INC | Common stock | 24,600 | 564,570 |
| COMCAST CORP CL A | Common stock | 42,690 | 1,709,735 |
| COMPASS MINERALS INTL INC | Common stock | 7,900 | 570,775 |
| CONDUENT INC | Common stock | 48,300 | 780,528 |
| CONOCOPHILLIPS | Common stock | 19,913 | 1,093,025 |
| COPART INC | Common stock | 24,078 | 1,039,929 |
| CORECIVIC INC | Common stock | 24,800 | 558,000 |
| CORELOGIC INC | Common stock | 14,200 | 656,182 |
| COSTAR GROUP INC | Common stock | 2,899 | 860,858 |
| COVANTA HOLDING CORP | Common stock | 13,100 | 221,390 |
| CROWN CASTLE INTL CORP | Common stock | 4,617 | 512,533 |
| CSRA INC | Common stock | 32,622 | 976,050 |
| CVS HEALTH CORP | Common stock | 9,700 | 703,250 |
| DANAHER CORP | Common stock | 8,298 | 770,220 |
| DEXCOM INC | Common stock | 6,576 | 377,397 |
| DIAMONDBACK ENERGY INC | Common stock | 3,349 | 422,811 |
| DIEBOLD NIXDORF INC | Common stock | 19,500 | 318,825 |
| DISCOVERY COMM CL C NON-V | Common stock | 19,700 | 417,049 |
| DOLLAR GENERAL CORP | Common stock | 12,300 | 1,144,023 |
| DOMINOS PIZZA INC | Common stock | 3,876 | 732,409 |
| DOWDUPONT INC | Common stock | 20,104 | 1,431,807 |
| DST SYSTEMS INC | Common stock | 8,800 | 546,216 |
| DUN & BRADSTREET DEL NEW | Common stock | 2,305 | 272,935 |
| DYCOM INDUSTRIES INC | Common stock | 4,832 | 538,430 |
| E TRADE FINANCIAL CORP | Common stock | 28,277 | 1,401,691 |
| EAST WEST BANCORP INC | Common stock | 4,057 | 246,787 |
| ECHOSTAR CORP CL A | Common stock | 11,000 | 658,900 |
| ELECTRONIC ARTS INC | Common stock | 2,844 | 298,791 |
| ENCOMPASS HEALTH CORP | Common stock | 9,530 | 470,877 |
| ENCORE CAP GROUP INC | Common stock | 8,552 | 360,039 |
| EQUINIX INC | Common stock | 2,015 | 913,238 |
| EQUITY COMMONWEALTH | Common stock | 33,000 | 1,006,830 |
| EURONET WORLDWIDE INC | Common stock | 4,597 | 387,389 |
| EVERTEC INC | Common stock | 33,900 | 462,735 |
| EXACT SCIENCES CORP | Common stock | 13,028 | 684,491 |
| EXPRESS SCRIPTS HLDG CO | Common stock | 11,200 | 835,968 |
| FACEBOOK INC A | Common stock | 17,202 | 3,035,465 |
| FAIRMOUNT SANTROL HLDGS | Common stock | 53,860 | 281,688 |
| FEDEX CORP | Common stock | 1,674 | 417,730 |
| FERROGLOBE REP&WARRANTY I | Common stock | 42,600 | - |
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| FINISAR CORP | Common stock | 20,600 | 419,210 |
|---|---|---|---|
| FIRSTCASH INC | Common stock | 6,521 | 439,841 |
| FIRSTSERVICE CORP (US) | Common stock | 4,639 | 324,359 |
| FNF GROUP | Common stock | 16,800 | 659,232 |
| FOSSIL GROUP INC | Common stock | 25,700 | 199,689 |
| GAMING AND LEISURE PROPRT | Common stock | 18,600 | 688,200 |
| GENERAL DYNAMICS CORPORAT | Common stock | 4,641 | 944,211 |
| GENERAL ELECTRIC CO | Common stock | 55,300 | 964,985 |
| GLAUKOS CORP | Common stock | 6,828 | 175,138 |
| GRAND CANYON EDUCATION | Common stock | 6,181 | 553,385 |
| GUIDEWIRE SOFTWARE INC | Common stock | 7,986 | 593,040 |
| HALLIBURTON CO | Common stock | 8,191 | 400,294 |
| HANESBRANDS INC | Common stock | 28,991 | 606,202 |
| HD SUPPLY HLDGS INC | Common stock | 2,481 | 99,314 |
| HEICO CORP CL A | Common stock | 6,069 | 479,754 |
| HESS CORP | Common stock | 17,900 | 849,713 |
| HEWLETT PACKARD ENTERPRIS | Common stock | 64,100 | 920,476 |
| HEXCEL CORPORATION | Common stock | 7,659 | 473,709 |
| HILTON GRAND VACATIONS | Common stock | 11,255 | 472,147 |
| HOME DEPOT INC | Common stock | 7,393 | 1,401,195 |
| HONEYWELL INTL INC | Common stock | 10,782 | 1,653,528 |
| HORIZON PHARMA PLC | Common stock | 31,565 | 460,849 |
| HOUGHTON MIFFLIN HARCOURT | Common stock | 35,000 | 325,500 |
| IDEXX LABS INC | Common stock | 2,110 | 329,962 |
| ILLUMINA INC | Common stock | 1,689 | 369,030 |
| INC RESEARCH HLDGS INC-A | Common stock | 6,300 | 274,680 |
| INTERCONTINENTAL EXCHANGE | Common stock | 12,289 | 867,112 |
| INTERNATIONAL PAPER CO | Common stock | 5,301 | 307,140 |
| INTUITIVE SURGICAL INC | Common stock | 668 | 243,780 |
| INVESTORS BANCORP INC NEW | Common stock | 39,400 | 546,872 |
| IRON MOUNTAIN INC | Common stock | 5,600 | 211,288 |
| J2 GLOBAL INC | Common stock | 4,041 | 303,196 |
| JETBLUE AIRWAYS CORP | Common stock | 28,000 | 625,520 |
| JOHNSON & JOHNSON | Common stock | 5,716 | 798,640 |
| JOHNSON CONTROLS INTERNAT | Common stock | 21,704 | 827,139 |
| JONES LANG LASALLE INC | Common stock | 2,963 | 441,280 |
| JPMORGAN CHASE & CO | Common stock | 21,629 | 2,313,005 |
| KEYCORP | Common stock | 48,100 | 970,177 |
| KOSMOS ENERGY LTD | Common stock | 75,946 | 520,230 |
| KULICKE & SOFFA INDU INC | Common stock | 9,300 | 226,316 |
| LANNETT INC | Common stock | 7,000 | 162,400 |
| LENNOX INTERNATIONAL INC | Common stock | 1,559 | 324,677 |
| LEUCADIA NATIONAL CORP | Common stock | 29,200 | 773,508 |
| LIBERTY EXPEDIA HLDG CL A | Common stock | 8,000 | 354,640 |
| LIGAND PHARMACEUTICALS | Common stock | 4,424 | 605,778 |
| LIVE NATION ENTERTAINMENT | Common stock | 11,139 | 474,187 |
| LOWES COS INC | Common stock | 13,400 | 1,245,396 |
| LYONDELLBASELL INDS CLASS | Common stock | 6,500 | 717,080 |
| MADISON SQUARE GARDEN CO/ | Common stock | 2,666 | 562,126 |
| MARTIN MARIETTA MATERIALS | Common stock | 3,027 | 669,088 |
| MAXIMUS INC | Common stock | 7,598 | 543,865 |
| MAXLINEAR INC | Common stock | 13,692 | 361,743 |
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| MBIA INC | Common stock | 30,500 | 223,260 |
|---|---|---|---|
| MCDERMOTT INTL INC | Common stock | 31,400 | 206,612 |
| MCDONALDS CORP | Common stock | 4,226 | 727,379 |
| MEDNAX INC | Common stock | 12,700 | 678,688 |
| MEDTRONIC PLC | Common stock | 15,901 | 1,284,006 |
| MERCK & CO INC NEW | Common stock | 14,771 | 831,164 |
| METHODE ELECTRONICS INC | Common stock | 7,900 | 316,790 |
| MFA FINANCIAL INC | Common stock | 95,800 | 758,736 |
| MICHAELS COS INC | Common stock | 41,453 | 1,002,748 |
| MICRO FOCUS INTL PLC SPND | Common stock | 19,377 | 650,873 |
| MICROCHIP TECHNOLOGY | Common stock | 21,524 | 1,891,529 |
| MICRON TECHNOLOGY INC | Common stock | 8,688 | 357,251 |
| MICROSOFT CORP | Common stock | 58,445 | 4,999,385 |
| MIDDLEBY CORP | Common stock | 4,696 | 633,725 |
| MORGAN STANLEY | Common stock | 12,749 | 668,940 |
| MSG NETWORKS INC CL A | Common stock | 22,400 | 453,600 |
| NATIONAL CINEMEDIA INC | Common stock | 59,000 | 404,740 |
| NATIONAL INSTRUMENT CORP | Common stock | 8,292 | 345,196 |
| NATIONSTAR MORTGAGE HLDGS | Common stock | 16,400 | 303,400 |
| NAVIENT CORP | Common stock | 43,787 | 583,243 |
| NCR CORP | Common stock | 12,800 | 435,072 |
| NETFLIX INC | Common stock | 2,550 | 489,498 |
| NEW YORK COMMUNITY BANCOR | Common stock | 51,892 | 675,634 |
| NEWELL BRANDS INC | Common stock | 19,846 | 613,241 |
| NEWS CORP NEW CL A | Common stock | 33,900 | 549,519 |
| NICE LTD SPON ADR | Common stock | 2,786 | 256,061 |
| NIELSEN HOLDINGS PLC | Common stock | 21,000 | 764,400 |
| NORWEGIAN CRUISE LINE HLG | Common stock | 21,731 | 1,157,176 |
| NU SKIN ENTERPRISES CL A | Common stock | 2,852 | 194,592 |
| NVIDIA CORP | Common stock | 801 | 154,994 |
| OCCIDENTAL PETROLEUM CORP | Common stock | 12,825 | 944,690 |
| OCLARO INC | Common stock | 48,600 | 327,564 |
| OM ASSET MANAGEMENT PLC | Common stock | 13,745 | 230,229 |
| ORACLE CORP | Common stock | 21,374 | 1,010,563 |
| OWENS CORNING INC | Common stock | 11,520 | 1,059,149 |
| PALO ALTO NETWORKS INC | Common stock | 616 | 89,283 |
| PATTERSON COMPANIES INC | Common stock | 22,800 | 823,764 |
| PERFORMANCE FOOD GROUP CO | Common stock | 5,591 | 185,062 |
| PFIZER INC | Common stock | 28,550 | 1,034,081 |
| PHILIP MORRIS INTL INC | Common stock | 10,928 | 1,154,543 |
| PHILLIPS 66 | Common stock | 10,034 | 1,014,939 |
| PIONEER NATURAL RESOURCES | Common stock | 3,918 | 677,226 |
| PNC FIN SVCS GRP INC | Common stock | 7,750 | 1,118,248 |
| POPULAR INC | Common stock | 9,300 | 330,057 |
| PRICELINE GROUP INC | Common stock | 101 | 175,512 |
| PROGRESSIVE CORP OHIO | Common stock | 2,641 | 148,741 |
| PVH CORP | Common stock | 2,466 | 338,360 |
| QUALCOMM INC | Common stock | 18,265 | 1,169,325 |
| RADIAN GROUP INC | Common stock | 13,400 | 276,174 |
| RANGE RESOURCES CORP | Common stock | 34,300 | 585,158 |
| RAYONIER ADVANCED MATERIA | Common stock | 2,800 | 57,260 |
| RED HAT INC | Common stock | 2,371 | 284,757 |
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| RENT A CTR INC | Common stock | 26,000 | 288,600 |
|---|---|---|---|
| REPLIGEN | Common stock | 6,275 | 227,657 |
| RETAIL OPPORTUNITY INVTS | Common stock | 37,400 | 746,130 |
| ROGERS CORP | Common stock | 3,743 | 606,067 |
| ROYAL CARIBBEAN CRUISES | Common stock | 6,928 | 826,372 |
| RPX CORP | Common stock | 16,900 | 227,136 |
| S&P GLOBAL INC | Common stock | 2,288 | 387,587 |
| SALESFORCE.COM INC | Common stock | 11,895 | 1,216,026 |
| SBA COMMUNICATIONS CORP | Common stock | 1,166 | 190,478 |
| SCANA CORP | Common stock | 14,500 | 576,810 |
| SEAWORLD ENTMT INC | Common stock | 31,225 | 423,723 |
| SERVICENOW INC | Common stock | 3,310 | 431,591 |
| SHERWIN WILLIAMS CO | Common stock | 2,011 | 824,590 |
| SITEONE LANDSCAPE SUPPLY | Common stock | 4,863 | 372,992 |
| SIX FLAGS ENTERTAINMENT | Common stock | 11,385 | 757,899 |
| SLM CORP | Common stock | 118,329 | 1,337,118 |
| SPIRIT AEROSYSTEM HLD INC | Common stock | 14,059 | 1,226,648 |
| SPIRIT REALTY CAPITAL INC | Common stock | 53,200 | 456,456 |
| STANLEY BLACK & DECKER | Common stock | 11,487 | 1,949,229 |
| STATE STREET CORP | Common stock | 10,853 | 1,059,361 |
| STEELCASE INC CLASS A | Common stock | 28,800 | 437,760 |
| STERICYCLE INC | Common stock | 8,400 | 571,116 |
| STEWART INFORMATION SVCS | Common stock | 10,100 | 427,230 |
| TAKE-TWO INTERACTV SOFTWR | Common stock | 4,693 | 515,198 |
| TELEDYNE TECHNOLOGIES INC | Common stock | 2,621 | 474,794 |
| TEVA PHARMACEUTICAL IND A | Common stock | 20,729 | 392,815 |
| TEXAS INSTRUMENTS INC | Common stock | 10,456 | 1,092,025 |
| THERMO FISHER SCIENTIFIC | Common stock | 1,022 | 194,057 |
| TIVO CORP | Common stock | 40,586 | 633,142 |
| T-MOBILE US INC | Common stock | 4,269 | 271,124 |
| TORO CO | Common stock | 3,724 | 242,917 |
| TRACTOR SUPPLY CO. | Common stock | 5,210 | 389,448 |
| TRANSOCEAN LTD | Common stock | 28,800 | 307,584 |
| TRANSUNION | Common stock | 9,550 | 524,868 |
| TREEHOUSE FOODS INC | Common stock | 10,300 | 509,438 |
| TWENTY FIRST CENTURY FOX | Common stock | 34,200 | 1,180,926 |
| UNION PACIFIC CORP | Common stock | 4,162 | 558,124 |
| UNITED NATURAL FOODS INC | Common stock | 8,600 | 423,722 |
| UNITED RENTALS INC | Common stock | 1,676 | 288,121 |
| UNITED TECHNOLOGIES CORP | Common stock | 8,030 | 1,024,387 |
| UNITED THERAPEUTICS DEL | Common stock | 4,200 | 621,390 |
| UNITEDHEALTH GROUP INC | Common stock | 13,919 | 3,068,583 |
| UNITI GROUP INC | Common stock | 32,985 | 586,803 |
| UNIVERSAL ELECTRONICS INC | Common stock | 5,947 | 280,996 |
| US FOODS HOLDING CORP | Common stock | 17,800 | 568,354 |
| VAIL RESORTS INC | Common stock | 2,179 | 462,972 |
| VANTIV INC | Common stock | 8,297 | 610,244 |
| VEEVA SYS INC CL A | Common stock | 7,304 | 403,765 |
| VEREIT INC | Common stock | 84,400 | 657,476 |
| VERIZON COMM INC | Common stock | 21,037 | 1,113,488 |
| VERMILION ENERGY (USD) | Common stock | 19,200 | 697,344 |
| VERSUM MATERIALS INC W/I | Common stock | 11,750 | 444,738 |
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| VERTEX PHARMACEUTICALS | Common stock | 6,168 | 924,336 |
|---|---|---|---|
| VIACOM INC CL B | Common stock | 11,300 | 348,153 |
| VIRTU FINANCIAL INC CL A | Common stock | 12,666 | 231,788 |
| VISA INC CL A | Common stock | 20,282 | 2,312,554 |
| VONAGE HOLDINGS CORP | Common stock | 22,500 | 228,825 |
| VULCAN MATERIALS CO | Common stock | 5,242 | 672,916 |
| WALMART INC | Common stock | 5,844 | 577,095 |
| WAYFAIR INC | Common stock | 908 | 72,885 |
| WELLS FARGO & CO | Common stock | 23,723 | 1,439,274 |
| WESCO AIRCRAFT HLDGS INC | Common stock | 15,600 | 115,440 |
| WEST PHARMACEUTICAL SVCS | Common stock | 3,477 | 343,076 |
| WESTERN DIGITAL CORP | Common stock | 1,586 | 126,135 |
| WEX INC | Common stock | 4,531 | 639,913 |
| WHITE MOUNTAINS INS GROUP | Common stock | 1,400 | 1,191,792 |
| WILLIS TOWERS WATSON PLC | Common stock | 5,700 | 858,933 |
| WISDOMTREE INVESTMENTS | Common stock | 18,406 | 230,995 |
| XL GROUP LTD | Common stock | 22,100 | 777,036 |
| XPO LOGISTICS INC | Common stock | 2,630 | 240,883 |
| YELP INC | Common stock | 11,013 | 462,106 |
| Brokerage Link | Participant directed accounts including certain Fidelity investment funds** | 37,017,592 | |
| NOTES RECEIVABLE FROM PARTICIPANTS** | Installment loans due from participants with maturity dates ranging from January 2018 to March 2033 and interest rates ranging from 4.25% to 9.50%. | 8,768,683 | |
| $ | 777,550,184 | ||
| **Represents party in interest to the Plan. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| Devon Energy Incentive Savings Plan | |
|---|---|
| Date: June 6, 2018 | /s/ Tana K. Cashion |
| Tana K. Cashion | |
| Senior Vice President Human Resources |
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