AI assistant
DEVON ENERGY CORP/DE — Annual Report 2019
Jun 5, 2019
30251_rns_2019-06-05_91cf409d-66e5-4765-bad4-c81616af690a.zip
Annual Report
Open in viewerOpens in your device viewer
11-K 1 dvn-11k_20181231.htm FORM 11-K HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" dvn-11k_20181231.htm NG Converter v5.0.19114.148
Table of Contents
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, 2018
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
Table of Contents
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 |
2
Table of Contents
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, 2018 and 2017, the related statement of changes in net assets available for benefits for the year ended December 31, 2018, 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, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018 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 regarding 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, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the 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, 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 is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ GRANT THORNTON LLP
We have served as the Plan’s auditor since 2006.
Oklahoma City, Oklahoma
June 5, 2019
3
Table of Contents
DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31, — 2018 | 2017 | |
|---|---|---|
| ASSETS | ||
| Investments, at fair value | $ 657,107,169 | $ 768,781,501 |
| Employer contributions receivable | 4,651,475 | 5,576,542 |
| Notes receivable from participants | 7,732,609 | 8,768,683 |
| Other receivables | 738,550 | 2,138,866 |
| Total assets | 670,229,803 | 785,265,592 |
| LIABILITIES | ||
| Other liabilities | 1,679,231 | 1,665,144 |
| Total liabilities | 1,679,231 | 1,665,144 |
| NET ASSETS AVAILABLE FOR BENEFITS | $ 668,550,572 | $ 783,600,448 |
See accompanying notes to financial statements.
4
Table of Contents
DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| Year Ended December 31, | |
|---|---|
| 2018 | |
| Additions: | |
| Investment income: | |
| Net depreciation in fair value of investments | $ (85,762,700) |
| Dividend income | 28,276,310 |
| Interest income | 205,011 |
| Net investment loss | (57,281,379) |
| Contributions: | |
| Participant, including rollovers | 26,053,743 |
| Employer, net of forfeitures | 36,814,131 |
| Total contributions | 62,867,874 |
| Interest income on notes receivable from participants | 393,625 |
| Total additions | 5,980,120 |
| Deductions: | |
| Distributions to participants | 118,719,628 |
| Administrative expenses | 2,310,368 |
| Total deductions | 121,029,996 |
| Net decrease in net assets available for benefits | (115,049,876) |
| Net assets available for benefits: | |
| Beginning of year | 783,600,448 |
| End of year | $ 668,550,572 |
See accompanying notes to financial statements.
5
Table of Contents
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 $1,765,000 during 2018.
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. 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 2018, 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 $16,500. For participants with less than five years of service, Devon’s matching contributions in 2018 were limited to the lesser of 3% of the participant’s compensation or $8,250.
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 2018, 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.
6
Table of Contents
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, 2018 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 $1,000,000 in 2018 due to forfeitures. In 2018, Plan expenses of approximately $188,000 were paid by forfeitures. As of December 31, 2018 and 2017, there were approximately $637,000 and $293,000, 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 6.25% at December 31, 2018. 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 2019 to December 2033 at December 31, 2018. 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.
7
Table of Contents
DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
- Summary of Significant Accounting 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, 2018 or 2017. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
Payment of Benefits
Benefits are recorded when paid.
8
Table of Contents
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 or depreciation 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, 2018 and 2017. There have been no changes in the methodologies used at December 31, 2018 and 2017.
| As of December 31, 2018 — Total | Level 1 Inputs | |
|---|---|---|
| Mutual funds | $ 212,599,351 | $ 212,599,351 |
| Self-directed brokerage account | 32,895,897 | 32,895,897 |
| Common stock | 185,329,363 | 185,329,363 |
| Total assets in the fair value hierarchy | $ 430,824,611 | $ 430,824,611 |
| Investments measured at net asset value | 226,282,558 | |
| Investments at fair value | $ 657,107,169 | |
| 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 |
9
Table of Contents
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, 2018 and 2017, respectively.
| December 31, 2018 | Fair Value | Unfunded Commitments | Redemption Frequency | Redemption Notice Period |
|---|---|---|---|---|
| Commingled funds: | ||||
| US Equity | $ 89,067,100 | None | Daily | None |
| International Equity | 72,355,026 | None | Daily | None |
| World Equity | 23,303,916 | None | Daily | None |
| Real Estate | 1,234,563 | None | Daily | None |
| Total commingled funds | 185,960,605 | |||
| Stable value collective: | ||||
| Trust fund | 40,321,953 | None | Daily | 12 months |
| Investments measured at net asset value | $ 226,282,558 | |||
| 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 |
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
10
Table of Contents
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 value 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, 2018 and 2017.
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.
- Subsequent Event
Effective July 15, 2019, the Devon Stock Fund will be removed as an investment fund option under the Plan. Any participant balances remaining in the Devon Stock Fund in the fourth quarter of 2020 (exact date yet to be determined) will be liquidated and invested in an age-appropriate target date fund.
11
Table of Contents
| 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, 2018 | |||
| Identity of issue, borrower, lessor or similar party | Description of investment | Number of shares or units | Current Value |
| Devon Energy Corporation** | Devon common stock | 554,343 | $ 12,494,891 |
| Cash equivalent fund: | |||
| The Vanguard Group | Vanguard Money Market Fund | 9,982,258 | 9,982,258 |
| Interest-bearing cash | Money-market securities | 7,707,736 | |
| Mutual Funds and Common Collective Trust: | |||
| TCW Investment Management Company | TCW Core Fixed Income Fund | 5,274,562 | 56,543,303 |
| PIMCO Funds | PIMCO All Asset All Authority | 5,289,049 | 41,889,268 |
| SEI Trust Company | PIMCO Stable Income Fund | 375,577 | 40,321,953 |
| Aberdeen | Aberdeen Emerging Markets Fund | 1,149,419 | 15,586,117 |
| Harbor Funds | Harbor International Fund | 1,232,659 | 41,577,590 |
| Neuberger Berman | Neuberger Berman High Yield Bond Fund | 2,642,086 | 21,215,947 |
| Blackrock, Inc. | US Equity Index | 3,126,533 | 89,067,100 |
| Blackrock, Inc. | International Equity Index | 5,305,982 | 72,355,026 |
| Blackrock, Inc. | Blackrock MSCI ACWI Minimum Volatility Fund | 1,896,044 | 23,303,916 |
| Capital Research & Management Company | Europacific Growth Fund | 182,364 | 8,204,574 |
| Invesco | Invesco Equity Real Estate Securities Trust | 8,880 | 1,234,563 |
| Western Asset | Inflation Indexed Plus Bond Portfolio | 928,007 | 9,892,558 |
| Equity Investments: | |||
| 2U INC | Common stock | 5,539 | 275,399 |
| ABBOTT LAB | Common stock | 14,920 | 1,079,164 |
| ABIOMED INC | Common stock | 371 | 120,590 |
| ACI WORLDWIDE INC | Common stock | 7,500 | 207,525 |
| ACTIVISION BLIZZARD INC | Common stock | 2,505 | 116,658 |
| ADOBE INC | Common stock | 8,634 | 1,953,356 |
| ADTALEM GLOBAL EDUCATION | Common stock | 15,710 | 743,397 |
| ADVANCE AUTO PARTS INC | Common stock | 5,132 | 808,085 |
| ADVANSIX INC | Common stock | 12,500 | 304,250 |
| AECOM | Common stock | 18,700 | 495,550 |
| AERCAP HLDGS NV | Common stock | 11,600 | 459,360 |
| AGNC INVESTMENT CORP | Common stock | 21,900 | 384,126 |
| AIR PRODUCTS & CHEMICALS | Common stock | 8,503 | 1,360,905 |
| ALASKA AIR GROUP INC | Common stock | 5,800 | 352,930 |
| ALIBABA GROUP HLDGS LTD S | Common stock | 6,462 | 885,746 |
| ALLEGHANY CORP DEL | Common stock | 1,400 | 872,648 |
| ALLIANT ENERGY CORPORATIO | Common stock | 9,000 | 380,250 |
| ALLY FIN INC | Common stock | 17,200 | 389,752 |
| ALPHABET INC CL C | Common stock | 3,212 | 3,326,379 |
12
Table of Contents
| ALTABA INC | Common stock | 8,773 | 508,308 |
|---|---|---|---|
| ALTRIA GROUP INC | Common stock | 10,710 | 528,967 |
| AMAZON.COM INC | Common stock | 2,874 | 4,316,662 |
| AMC ENTERTAINMENT HLDS CL | Common stock | 10,500 | 128,940 |
| AMC NETWORKS INC CL A | Common stock | 3,400 | 186,592 |
| AMERCO INC | Common stock | 1,905 | 625,050 |
| AMERICAN EXPRESS CO | Common stock | 9,068 | 864,362 |
| AMERICAN INTL GROUP | Common stock | 10,471 | 412,662 |
| ANTERO RES CORP | Common stock | 59,100 | 554,949 |
| ANTHEM INC | Common stock | 4,481 | 1,176,845 |
| APPLE INC | Common stock | 9,527 | 1,502,789 |
| APPLIED MATERIALS INC | Common stock | 23,148 | 757,865 |
| APTIV PLC | Common stock | 4,219 | 259,764 |
| ARAMARK | Common stock | 16,869 | 488,695 |
| ARCH CAPITAL GROUP LTD | Common stock | 14,700 | 392,784 |
| ASPEN TECH | Common stock | 4,766 | 391,670 |
| AT&T INC | Common stock | 11,600 | 331,064 |
| AUTOMATIC DATA PROCESSING | Common stock | 432 | 56,644 |
| AVNET INC | Common stock | 4,900 | 176,890 |
| AXALTA COATING SYS LTD | Common stock | 11,692 | 273,827 |
| AXIS CAPITAL HLDGS LTD | Common stock | 16,700 | 862,388 |
| BALL CORP | Common stock | 18,713 | 860,424 |
| BANK OF NEW YORK MELLON C | Common stock | 18,807 | 885,245 |
| BERKSHIRE HATHAWAY INC CL | Common stock | 4,503 | 919,423 |
| BIOGEN INC | Common stock | 801 | 241,037 |
| BIOMARIN PHARMACEUTICAL I | Common stock | 1,890 | 160,934 |
| BOEING CO | Common stock | 3,018 | 973,305 |
| BOOZ ALLEN HAMILTON HLDG | Common stock | 18,791 | 846,910 |
| BOSTON SCIENTIFIC CORP | Common stock | 41,534 | 1,467,812 |
| BP PLC SPON ADR | Common stock | 21,081 | 799,391 |
| BRIGHTSPHERE INVESTMENT G | Common stock | 14,909 | 159,228 |
| BRISTOL-MYERS SQUIBB CO | Common stock | 1,506 | 78,282 |
| BROADCOM INC | Common stock | 5,891 | 1,497,963 |
| BROOKDALE SENIOR LIVING I | Common stock | 28,800 | 192,960 |
| BURLINGTON STORES INC | Common stock | 4,296 | 698,830 |
| BWX TECH INC | Common stock | 20,472 | 782,645 |
| CABLE ONE INC W/I | Common stock | 284 | 232,908 |
| CAESARS ENTMT CORP | Common stock | 70,600 | 479,374 |
| CAMBREX CORP | Common stock | 8,522 | 321,791 |
| CASEY GEN STORES | Common stock | 3,400 | 435,676 |
| CATALENT INC | Common stock | 14,350 | 447,433 |
| CBOE GLOBAL MARKETS INC | Common stock | 8,712 | 852,295 |
| CDK GLOBAL INC | Common stock | 17,200 | 823,536 |
| CELANESE CORP | Common stock | 5,558 | 500,053 |
| CENTENNIAL RESOURCE DEVEL | Common stock | 14,173 | 156,186 |
| CHARTER COMM INC A | Common stock | 1,291 | 367,896 |
| CHEVRON CORP | Common stock | 7,188 | 781,982 |
| CIGNA CORP | Common stock | 8,764 | 1,664,459 |
| CINTAS CORP | Common stock | 3,255 | 546,807 |
| CIT GROUP INC | Common stock | 15,900 | 608,493 |
| CITIGROUP INC | Common stock | 2,713 | 141,239 |
| COCA-COLA EUROPEAN PARTNE | Common stock | 17,211 | 789,124 |
13
Table of Contents
| COLLIERS INTL GROUP INC | Common stock | 3,319 | 182,678 |
|---|---|---|---|
| COLONY CAPITAL INC | Common stock | 85,200 | 398,736 |
| COLUMBIA PROPERTY TR INC | Common stock | 24,900 | 481,815 |
| COMCAST CORP CL A | Common stock | 26,463 | 901,065 |
| COMPASS MINERALS INTL INC | Common stock | 10,000 | 416,900 |
| CONAGRA BRANDS INC | Common stock | 9,888 | 211,208 |
| CONOCOPHILLIPS | Common stock | 12,847 | 801,010 |
| COPART INC | Common stock | 21,519 | 1,028,178 |
| CORELOGIC INC | Common stock | 22,000 | 735,240 |
| COSTAR GROUP INC | Common stock | 2,757 | 930,046 |
| COTY INC CL A | Common stock | 68,700 | 450,672 |
| CVS HEALTH CORP | Common stock | 13,350 | 874,692 |
| DANAHER CORP | Common stock | 8,908 | 918,593 |
| DEERE & CO | Common stock | 1,413 | 210,777 |
| DENTSPLY SIRONA INC | Common stock | 8,000 | 297,680 |
| DEXCOM INC | Common stock | 4,589 | 549,762 |
| DIEBOLD NIXDORF INC | Common stock | 22,800 | 56,772 |
| DISH NETWORK CORP A | Common stock | 11,300 | 282,161 |
| DISNEY (WALT) CO | Common stock | 7,312 | 801,761 |
| DOLLAR GEN CORP | Common stock | 9,935 | 1,073,775 |
| DOLLAR TREE INC | Common stock | 2,384 | 215,323 |
| DOMINION ENERGY INC | Common stock | 12,821 | 916,189 |
| DOMINOS PIZZA INC | Common stock | 2,148 | 532,682 |
| DOWDUPONT INC | Common stock | 15,896 | 850,118 |
| DYCOM INDU INC | Common stock | 5,500 | 297,220 |
| E TRADE FIN CORP | Common stock | 14,792 | 649,073 |
| EAST WEST BANCORP INC | Common stock | 4,390 | 191,097 |
| ECHOSTAR CORP CL A | Common stock | 27,000 | 991,440 |
| ENCOMPASS HEALTH CORP | Common stock | 10,537 | 650,133 |
| ENCORE CAP GROUP INC | Common stock | 10,152 | 238,572 |
| EQT CORPORATION | Common stock | 20,500 | 387,245 |
| EQUINIX INC | Common stock | 906 | 319,419 |
| EQUITY COMMONWEALTH | Common stock | 23,300 | 699,233 |
| EURONET WORLDWIDE INC | Common stock | 8,028 | 821,907 |
| EXACT SCIENCES CORP | Common stock | 8,263 | 521,395 |
| EXELON CORP | Common stock | 20,052 | 904,345 |
| FACEBOOK INC CL A | Common stock | 12,061 | 1,581,076 |
| FERROGLOBE REP&WARRANTY I | Common stock | 42,600 | - |
| FIDELITY NATIONAL FINL | Common stock | 14,201 | 446,479 |
| FIRSTCASH INC | Common stock | 6,694 | 484,311 |
| FIRSTSVCS CORP | Common stock | 4,985 | 341,373 |
| FOOT LOCKER INC | Common stock | 9,100 | 484,120 |
| FORTINET INC | Common stock | 6,081 | 428,285 |
| GAMING AND LEISURE PROPRT | Common stock | 16,500 | 533,115 |
| GCI LIBERTY INC CL A | Common stock | 9,000 | 370,440 |
| GEN ELECTRIC CO | Common stock | 88,710 | 671,535 |
| GENESEE & WYOMING INC CL | Common stock | 5,155 | 381,573 |
| GLAUKOS CORP | Common stock | 8,738 | 490,813 |
| GODADDY INC CL A | Common stock | 8,155 | 535,131 |
| GRAND CANYON EDUCATION IN | Common stock | 6,015 | 578,282 |
| GRUBHUB INC | Common stock | 957 | 73,507 |
| GUIDEWIRE SOFTWARE INC | Common stock | 4,059 | 325,654 |
14
Table of Contents
| GULFPORT ENERGY CORP | Common stock | 56,700 | 371,385 |
|---|---|---|---|
| GW PHARMACEUTICALS PLC AD | Common stock | 1,957 | 190,592 |
| HANESBRANDS INC | Common stock | 24,584 | 308,038 |
| HEALTHCARE SVCS GROUP INC | Common stock | 13,754 | 552,636 |
| HEICO CORP CL A | Common stock | 9,194 | 579,222 |
| HESS CORP | Common stock | 16,274 | 659,097 |
| HEWLETT PACKARD ENTERPRIS | Common stock | 30,161 | 398,427 |
| HILTON GRAND VACATIONS IN | Common stock | 10,607 | 279,919 |
| HOME DEPOT INC | Common stock | 5,336 | 916,831 |
| HONEYWELL INTL INC | Common stock | 6,270 | 828,392 |
| HORIZON PHARMA PLC | Common stock | 23,193 | 453,191 |
| HOUGHTON MIFFLIN HARCOURT | Common stock | 31,400 | 278,204 |
| ICHOR HLDGS LTD | Common stock | 11,900 | 193,970 |
| ILLUMINA INC | Common stock | 2,702 | 810,411 |
| INOGEN INC | Common stock | 2,092 | 259,764 |
| INSULET CORP | Common stock | 7,316 | 580,305 |
| INTERCONTINENTAL EXCHANGE | Common stock | 9,567 | 720,682 |
| INTUITIVE SURGICAL INC | Common stock | 1,036 | 496,161 |
| INVESTORS BANCORP INC | Common stock | 83,700 | 870,480 |
| IRON MOUNTAIN INC | Common stock | 11,200 | 362,992 |
| J2 GLOBAL INC | Common stock | 4,611 | 319,911 |
| JEFFERIES FIN GROUP INC | Common stock | 64,000 | 1,111,040 |
| JETBLUE AIRWAYS CORP | Common stock | 28,200 | 452,892 |
| JOHNSON CONTROLS INTL PLC | Common stock | 18,448 | 546,983 |
| JONES LANG LASALLE INC | Common stock | 2,696 | 341,314 |
| JPMORGAN CHASE & CO | Common stock | 11,104 | 1,083,972 |
| KEYCORP | Common stock | 40,697 | 601,502 |
| KOSMOS ENERGY LTD | Common stock | 78,718 | 320,382 |
| L3 TECH INC | Common stock | 649 | 112,705 |
| LAMB WESTON HLDGS INC | Common stock | 4,014 | 295,270 |
| LAREDO PETROLEUM INC | Common stock | 51,300 | 185,706 |
| LEIDOS HLDGS INC | Common stock | 12,200 | 643,184 |
| LENNAR CORP CL A | Common stock | 10,981 | 429,906 |
| LIBERTY EXPEDIA HLDGS INC | Common stock | 11,500 | 449,765 |
| LIBERTY PROPERTY TR - REI | Common stock | 13,559 | 567,851 |
| LIGAND PHARMACEUTICALS | Common stock | 3,384 | 459,209 |
| LINDE PLC | Common stock | 5,938 | 926,565 |
| LIVE NATION ENTERTAINMENT | Common stock | 14,968 | 737,174 |
| LKQ CORP | Common stock | 23,800 | 564,774 |
| LOWES COS INC | Common stock | 10,787 | 996,287 |
| LULULEMON ATHLETICA INC | Common stock | 1,655 | 201,265 |
| LYONDELLBASELL INDS CLASS | Common stock | 5,455 | 453,638 |
| MANPOWERGROUP INC | Common stock | 5,800 | 375,840 |
| MARTIN MARIETTA MATERIALS | Common stock | 4,027 | 692,120 |
| MARVELL TECH GROUP LTD | Common stock | 4,805 | 77,793 |
| MAXIMUS INC | Common stock | 5,800 | 377,522 |
| MAXLINEAR INC | Common stock | 8,563 | 150,709 |
| MCDERMOTT INTL INC | Common stock | 28,066 | 183,552 |
| MCDONALDS CORP | Common stock | 1,694 | 300,804 |
| MEDNAX INC | Common stock | 5,300 | 174,900 |
| MEDTRONIC PLC | Common stock | 15,355 | 1,396,691 |
| MERCK & CO INC NEW | Common stock | 5,520 | 421,783 |
15
Table of Contents
| METHODE ELECTRONICS INC | Common stock | 24,000 | 558,960 |
|---|---|---|---|
| MFA FINANCIAL INC | Common stock | 93,000 | 621,240 |
| MGM GROWTH PPTYS LLC CL A | Common stock | 21,395 | 565,042 |
| MGM RESORTS INTL | Common stock | 12,110 | 293,789 |
| MICHAELS COS INC | Common stock | 30,900 | 418,386 |
| MICROCHIP TECH | Common stock | 8,945 | 643,324 |
| MICROSOFT CORP | Common stock | 58,647 | 5,956,776 |
| MIDDLEBY CORP | Common stock | 5,090 | 522,896 |
| MOHAWK INDU INC | Common stock | 2,300 | 269,008 |
| MORGAN STANLEY | Common stock | 5,439 | 215,656 |
| MR COOPER GROUP INC | Common stock | 24,758 | 288,926 |
| NATIONAL CINEMEDIA INC | Common stock | 29,029 | 188,108 |
| NATIONAL INSTRUMENT CORP | Common stock | 9,259 | 420,173 |
| NAVIENT CORP | Common stock | 37,223 | 327,935 |
| NCR CORP | Common stock | 20,600 | 475,448 |
| NET 1 UEPS TECH INC | Common stock | 41,837 | 196,216 |
| NETFLIX INC | Common stock | 1,656 | 443,245 |
| NEW YORK COMMUNITY BANCOR | Common stock | 54,025 | 508,375 |
| NEWS CORP NEW CL A | Common stock | 49,500 | 561,825 |
| NICE LTD SPON ADR | Common stock | 3,772 | 408,168 |
| NIELSEN HLDGS PLC | Common stock | 39,539 | 922,445 |
| NORWEGIAN CRUISE LINE HLD | Common stock | 25,512 | 1,081,454 |
| NOVANTA INC | Common stock | 3,571 | 224,973 |
| NU SKIN ENTERPRISES INC C | Common stock | 4,241 | 260,101 |
| NUTANIX INC CL A | Common stock | 1,358 | 56,479 |
| OCCIDENTAL PETROLEUM CORP | Common stock | 6,912 | 424,259 |
| ORACLE CORP | Common stock | 18,161 | 819,969 |
| O'REILLY AUTOMOTIVE INC | Common stock | 1,247 | 429,380 |
| OWENS CORNING INC | Common stock | 11,195 | 492,356 |
| PALO ALTO NETWORKS INC | Common stock | 2,094 | 394,405 |
| PARSLEY ENERGY INC CL A | Common stock | 36,911 | 589,838 |
| PATTERSON COMPANIES INC | Common stock | 16,000 | 314,560 |
| PAYPAL HLDGS INC | Common stock | 11,558 | 971,912 |
| PENUMBRA INC | Common stock | 2,752 | 336,294 |
| PFIZER INC | Common stock | 24,201 | 1,056,374 |
| PG&E CORP | Common stock | 11,900 | 282,625 |
| PHILIP MORRIS INTL INC | Common stock | 7,574 | 505,640 |
| PHILLIPS 66 | Common stock | 8,429 | 726,158 |
| PIONEER NATURAL RESOURCES | Common stock | 1,647 | 216,613 |
| PORTOLA PHARMACEUTICALS I | Common stock | 8,377 | 163,519 |
| POST HLDGS INC | Common stock | 7,300 | 650,649 |
| PROGRESSIVE CORP OHIO | Common stock | 9,962 | 601,007 |
| PURE STORAGE INC CL A | Common stock | 31,971 | 514,094 |
| PVH CORP | Common stock | 1,443 | 134,127 |
| QUALCOMM INC | Common stock | 11,602 | 660,270 |
| RADIAN GROUP INC | Common stock | 28,900 | 472,804 |
| RAYONIER ADVANCED MATERIA | Common stock | 18,900 | 201,285 |
| REALOGY HLDGS CORP | Common stock | 15,500 | 227,540 |
| RED HAT INC | Common stock | 1,695 | 297,710 |
| RETAIL OPPORTUNITY INVTS | Common stock | 23,100 | 366,828 |
| RITCHIE BROS AUCTIONEERS | Common stock | 11,867 | 388,288 |
| ROGERS CORP | Common stock | 5,114 | 506,593 |
16
Table of Contents
| ROYAL CARIBBEAN CRUISES L | Common stock | 10,128 | 990,417 |
|---|---|---|---|
| S&P GLOBAL INC | Common stock | 1,834 | 311,670 |
| SABRE CORP | Common stock | 18,984 | 410,814 |
| SALESFORCE.COM INC | Common stock | 14,230 | 1,949,083 |
| SANOFI SPON ADR | Common stock | 13,072 | 567,455 |
| SAREPTA THERAPEUTICS INC | Common stock | 4,339 | 473,515 |
| SBA COMM CORP | Common stock | 2,881 | 466,405 |
| SHERWIN WILLIAMS CO | Common stock | 1,337 | 526,056 |
| SITEONE LANDSCAPE SUPPLY | Common stock | 4,785 | 264,467 |
| SIX FLAGS ENTERTAINMENT C | Common stock | 8,931 | 496,832 |
| SLM CORP | Common stock | 94,357 | 784,107 |
| SOUTH STATE CORP | Common stock | 5,600 | 335,720 |
| SP PLUS CORP | Common stock | 4,400 | 129,976 |
| SPECTRUM BRANDS HLDGS INC | Common stock | 11,800 | 498,550 |
| SPIRIT AEROSYS HLD INC CL | Common stock | 9,871 | 711,600 |
| STANLEY BLACK & DECKER IN | Common stock | 6,966 | 834,109 |
| STATE STREET CORP | Common stock | 11,446 | 721,899 |
| STERICYCLE INC | Common stock | 10,200 | 374,238 |
| STEWART INFORMATION SVCS | Common stock | 11,300 | 467,820 |
| STONERIDGE INC | Common stock | 8,300 | 204,595 |
| SVCSMASTER GLOBAL HLDGS I | Common stock | 4,554 | 167,314 |
| SYNEOS HEALTH INC | Common stock | 7,400 | 291,190 |
| TANDEM DIABETES CARE INC | Common stock | 813 | 30,870 |
| TELEDYNE TECH INC | Common stock | 3,080 | 637,776 |
| TELEFLEX INC | Common stock | 2,658 | 687,040 |
| TEVA PHARMACEUTICAL IND A | Common stock | 17,571 | 270,945 |
| TEXAS CAPITAL BANCSHARES | Common stock | 7,600 | 388,284 |
| TEXAS INSTRUMENTS INC | Common stock | 7,412 | 700,434 |
| THE STARS GROUP INC | Common stock | 19,600 | 323,792 |
| THERMO FISHER SCIENTIFIC | Common stock | 3,459 | 774,090 |
| TIFFANY & CO | Common stock | 2,248 | 180,986 |
| TIVO CORP | Common stock | 49,786 | 468,486 |
| T-MOBILE US INC | Common stock | 7,692 | 489,288 |
| TORO CO | Common stock | 4,028 | 225,085 |
| TRANSUNION | Common stock | 10,981 | 623,721 |
| TREEHOUSE FOODS INC | Common stock | 7,100 | 360,041 |
| TREX CO INC | Common stock | 5,989 | 355,507 |
| TRINITY INDU INC | Common stock | 18,600 | 382,974 |
| UNION PACIFIC CORP | Common stock | 2,714 | 375,156 |
| UNITED NATURAL FOODS INC | Common stock | 27,100 | 286,989 |
| UNITED TECH CORP | Common stock | 8,683 | 924,566 |
| UNITED THERAPEUTICS CORP | Common stock | 3,400 | 370,260 |
| UNITEDHEALTH GROUP INC | Common stock | 4,751 | 1,183,569 |
| UNITEDHEALTH GROUP INC | Common stock | 9,850 | 2,453,832 |
| UNITI GROUP INC | Common stock | 14,785 | 230,202 |
| UNIVERSAL ELECTRONICS INC | Common stock | 4,613 | 116,617 |
| UNUM GROUP | Common stock | 5,700 | 167,466 |
| US BANCORP DEL | Common stock | 11,293 | 516,090 |
| US FOODS HLDGS CORP | Common stock | 18,700 | 591,668 |
| VAIL RESORTS INC | Common stock | 5,294 | 1,116,081 |
| VALERO ENERGY CORP | Common stock | 6,319 | 473,735 |
| VEEVA SYS INC CL A | Common stock | 7,920 | 707,414 |
17
Table of Contents
| VEREIT INC | Common stock | 76,700 | 548,405 |
|---|---|---|---|
| VERMILION ENERGY (USD) | Common stock | 26,106 | 550,053 |
| VERSUM MATERIALS INC | Common stock | 4,958 | 137,436 |
| VERTEX PHARMACEUTICALS IN | Common stock | 6,211 | 1,029,225 |
| VIACOM INC CL B | Common stock | 11,200 | 287,840 |
| VIRTU FIN INC- CL A | Common stock | 13,746 | 354,097 |
| VISA INC CL A | Common stock | 20,976 | 2,767,573 |
| VONAGE HLDGS CORP | Common stock | 21,900 | 191,187 |
| VULCAN MATERIALS CO | Common stock | 9,154 | 904,415 |
| WEIGHT WATCHERS INTL INC | Common stock | 5,987 | 230,799 |
| WELLS FARGO & CO | Common stock | 20,110 | 926,669 |
| WEST PHARMACEUTICAL SVCS | Common stock | 2,784 | 272,916 |
| WESTINGHOUSE AIR BRAKE TE | Common stock | 7,855 | 551,814 |
| WEX INC | Common stock | 2,846 | 398,611 |
| WHITE MOUNTAINS INS GROUP | Common stock | 700 | 600,383 |
| WILLIS TOWERS WATSON PLC | Common stock | 5,953 | 904,023 |
| WORLDPAY INC | Common stock | 4,836 | 369,615 |
| WYNN RESORTS LTD | Common stock | 272 | 26,904 |
| ZAYO GROUP HLDGS INC | Common stock | 18,100 | 413,404 |
| ZIMMER BIOMET HLDGS INC | Common stock | 1,914 | 198,520 |
| Brokerage Link | Participant directed accounts including certain Fidelity investment funds** | 32,895,897 | |
| NOTES RECEIVABLE FROM PARTICIPANTS** | Installment loans due from participants with maturity dates ranging from January 2019 to December 2033 and interest rates ranging from 4.25% to 6.25%. | 7,732,609 | |
| $ | 664,839,778 | ||
| **Represents party in interest to the Plan. |
18
Table of Contents
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 Corporation Incentive Savings Plan | |
|---|---|
| Date: June 5, 2019 | /s/ Tana K. Cashion |
| Tana K. Cashion | |
| Senior Vice President Human Resources |
19