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DEVON ENERGY CORP/DE Annual Report 2017

Jun 7, 2017

30251_rns_2017-06-07_7e3bd3f2-f0d5-4538-bf15-2aca0be75f11.zip

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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, 2016

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

Devon Energy Corporation Incentive Savings Plan

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, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Devon Energy Corporation Incentive Savings Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of Devon Energy Corporation Incentive Savings 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 supplementary 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

Oklahoma City, Oklahoma

June 7, 2017

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, — 2016 2015
ASSETS
Investments, at fair value $ 683,033,717 $ 686,167,852
Employer contributions receivable 5,571,103 8,102,953
Notes receivable from participants 7,998,306 9,136,106
Other receivables 455,190 1,938,831
Total assets 697,058,316 705,345,742
LIABILITIES
Other liabilities 699,690 966,696
Total liabilities 699,690 966,696
NET ASSETS AVAILABLE FOR BENEFITS $ 696,358,626 $ 704,379,046

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,
2016
Additions:
Investment income:
Net appreciation in fair value of investments $ 50,714,435
Dividend income 9,744,387
Interest income 43,146
Net investment gain 60,501,968
Contributions:
Participant, including rollovers 34,032,544
Employer, net of forfeitures 42,718,164
Total contributions 76,750,708
Interest income on notes receivable from participants 364,157
Total additions 137,616,833
Deductions:
Distributions to participants 143,250,384
Administrative expenses 2,386,869
Total deductions 145,637,253
Net decrease in net assets available for benefits (8,020,420 )
Net assets available for benefits:
Beginning of year 704,379,046
End of year $ 696,358,626

See accompanying notes to financial statements.

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

  1. 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, as amended (“ERISA”). 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 $3,787,000 during 2016.

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 salary 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 2016, 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 $15,900. For participants with less than five years of service, Devon’s matching contributions in 2016 were limited to the lesser of 3% of the participant’s compensation or $7,950.

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 2016, 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, 2016 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 expenses. Employer contributions were reduced by $2,038,000 in 2016 due to forfeitures. In 2016, Plan expenses of approximately $435,000 were paid by forfeitures. As of December 31, 2016 and 2015, there were approximately $420,000 and $853,000, respectively, of forfeitures available to reduce future employer contributions or pay expenses.

As a result of a reduction of Devon’s workforce in 2016, the Plan incurred a partial plan termination as defined by ERISA. Under ERISA, a partial plan termination may occur if a significant percentage of the Plan participants are terminated because of an action taken by the Plan Sponsor. If a partial plan termination occurs, full vesting is required for the terminated participants. All terminated employees who were participants in the Plan were fully vested in their account balances, if they were not already fully vested. As a result, approximately $7,700,000 of previously unvested Devon contributions became fully vested in the plan.

Notes Receivable from Participants

Participants may borrow from their fund accounts and may have up to two loans outstanding at any time. Total borrowings may not exceed the lesser of 50% of a participant’s vested balance or $50,000. 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, 2016. 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 2017 to October 2031 at December 31, 2016. 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

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

veste d 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.

  1. 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, 2016 or 2015. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

Payment of Benefits

Benefits are recorded when paid.

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 depreciation of fair value of investments.

  1. 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, 2016 and 2015. There have been no changes in the methodologies used at December 31, 2016 and 2015.

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
As of December 31, 2015
Total Level 1 Inputs
Mutual funds $ 195,042,593 $ 195,042,593
Self-directed brokerage account 34,852,794 34,852,794
Common stock 228,243,491 228,243,491
Total assets in the fair value hierarchy $ 458,138,878 $ 458,138,878
Investments measured at net asset value 228,028,974
Investments at fair value $ 686,167,852

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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, 201 6 and 201 5 , respectively.

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
December 31, 2015 Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period
Commingled funds:
US Equity $ 97,016,550 None Daily None
International Equity 63,251,907 None Daily None
World Equity 22,833,683 None Daily None
Real Estate 5,490,498 None Daily None
Total commingled funds 188,592,638
Stable value collective:
Trust fund 39,436,336 None Daily 12 months
Investments measured at net asset value $ 228,028,974

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.

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 determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

  1. 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.

  1. 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.

  1. Tax Status

The Internal Revenue Service has determined and informed Devon by a letter dated November 3, 2015 that the Plan and related trusts are designed in accordance with applicable sections of the Code. Prior to November 3, 2015 the Plan operated under a determination letter dated April 16, 2010. 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.

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, 2016 and 2015.

  1. 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
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2016
Identity of issue, borrower, lessor or similar party Description of investment Number of Shares or Units Current Value
Devon Energy Corporation** Devon common stock 713,706 $ 32,594,953
Cash equivalent fund:
THE VANGUARD GROUP Vanguard Money Market Fund 14,055,961 14,055,961
INTEREST-BEARING CASH Money-market securities 8,896,099
Mutual Funds and Common Trust Funds:
JPMORGAN JPMorgan Core Plus Bond Fund 1,750,221 14,299,305
TCW INVESTMENT MANAGEMENT COMPANY TCW Core Fixed Income Fund 3,446,240 37,495,095
PIMCO FUNDS PIMCO All Asset All Authority 4,119,740 34,564,620
SEI TRUST COMPANY PIMCO Stable Income Fund 402,903 41,716,560
ABERDEEN Aberdeen Emerging Markets Fund 645,296 8,104,922
HARBOR FUNDS Harbor International Fund 701,706 40,986,624
NEUBERGER BERMAN Neuberger Berman High Yield Bond Fund 3,204,290 27,877,325
BLACKROCK, INC. US Equity Index 3,884,855 96,402,679
BLACKROCK, INC. International Equity Index 5,166,193 64,197,186
BLACKROCK, INC. Blackrock MSCI ACWI Minimum Volatility Fund 1,074,207 11,263,590
CAPITAL RESEARCH & MANAGEMENT COMPANY Europacific Growth Fund 127,558 5,745,224
INVESCO Invesco Equity Real Estate Securities Trust 42,765 5,667,593
WESTERN ASSET Inflation Indexed Plus Bond Portfolio 1,258,315 13,866,629
Equity Securities:
2U INC Common stock 11,616 350,222
3M CO Common stock 300 53,571
ABIOMED INC Common stock 3,388 381,760
ACADIA PHARMACEUTICALS Common stock 5,000 144,200
ACTIVISION BLIZZARD INC Common stock 4,700 169,717
ADOBE SYSTEMS INC Common stock 5,900 607,405
AES CORP Common stock 56,500 656,530
AETNA INC Common stock 1,900 235,619
AFFILIATED MANAGERS GRP Common stock 3,579 520,029
AGNC INVESTMENT CORP Common stock 67,700 1,227,401
AIR PRODUCTS & CHEMICALS Common stock 11,100 1,596,402
AKAMAI TECHNOLOGIES INC Common stock 6,816 454,491
AKORN INC Common stock 17,144 374,253
ALEXION PHARMACEUTICALS Common stock 2,500 305,875
ALIBABA GROUP HLD SPON AD Common stock 4,400 386,364
ALIGN TECHNOLOGY INC Common stock 3,110 298,964
ALLEGHANY CORP DEL Common stock 1,300 790,556
ALLERGAN PLC Common stock 6,100 1,281,061
ALLIANT ENERGY CORPORATIO Common stock 15,700 594,873

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ALLISON TRANSMISSION HLDG Common stock 3,100 104,439
ALPHABET INC CL C Common stock 5,000 3,859,100
ALTRIA GROUP INC Common stock 10,132 685,126
AMAZON.COM INC Common stock 3,900 2,924,493
AMC ENTERTAINMENT HL CL A Common stock 7,100 238,915
AMC NETWORKS INC CL A Common stock 15,000 785,100
AMDOCS LTD Common stock 10,600 617,450
AMEDISYS INC Common stock 6,029 257,016
AMERICAN EXPRESS CO Common stock 13,610 1,008,229
AMERICAN INTL GROUP Common stock 14,453 943,925
AMERIPRISE FINANCIAL INC Common stock 5,582 619,267
AMETEK INC NEW Common stock 3,600 174,960
ANADARKO PETROLEUM CORP Common stock 9,600 669,408
ANIKA THERAPEUTICS INC Common stock 7,700 376,992
ANTERO RES CORP Common stock 31,800 752,070
ANTHEM INC Common stock 5,592 803,962
APPLE INC Common stock 32,700 3,787,314
ARISTA NETWORKS INC Common stock 3,279 317,309
ARRIS INTERNATIONAL PLC Common stock 20,700 623,691
ASSURED GUARANTY LTD Common stock 7,200 271,944
AUTODESK INC Common stock 3,400 251,634
AVNET INC Common stock 12,800 609,408
AXALTA COATING SYSTEMS Common stock 12,278 333,962
BABCOCK &WILCOX ENTERPR Common stock 14,750 244,703
BALL CORP Common stock 5,522 414,536
BANK OF AMERICA CORPORATI Common stock 78,304 1,730,518
BANK OF THE OZARKS INC Common stock 10,610 557,980
BARNES & NOBLE INC Common stock 41,800 466,070
BAYER AG SPON ADR Common stock 5,500 573,540
BERKSHIRE HATHAWAY CL B Common stock 5,600 912,688
BIOGEN INC Common stock 1,600 453,728
BIOMARIN PHARMACEUTICAL Common stock 3,100 256,804
BLACKHAWK NETWORK HLDG Common stock 7,100 267,493
BLACKSTONE GROUP LP Common stock 22,700 613,581
BLACKSTONE MORTGAGE CL A Common stock 10,000 300,700
BLOCK H & R INC Common stock 36,900 848,331
BLUE BUFFALO PET PRODUCTS Common stock 11,085 266,483
BOOZ ALLEN HAMILTON CL A Common stock 17,335 625,273
BOSTON SCIENTIFIC CORP Common stock 13,400 289,842
BP PLC SPON ADR Common stock 26,129 976,702
BRISTOL-MYERS SQUIBB CO Common stock 1,000 58,440
BROADCOM LTD Common stock 7,400 1,308,098
BROWN & BROWN INC Common stock 9,100 408,226
BWX TECHNOLOGIES INC Common stock 12,592 499,902
CABLE ONE INC W/I Common stock 278 172,841
CAMBREX CORP Common stock 8,988 484,903
CAPITAL ONE FIN CORP Common stock 7,399 645,489
CARDINAL HEALTH INC Common stock 12,795 920,856
CARNIVAL CORP Common stock 17,993 936,716
CARRIZO OIL & GAS INC Common stock 5,546 207,143
CASEY GENERAL STORES Common stock 5,600 665,728
CAVIUM INC Common stock 4,700 293,468

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CBOE HOLDINGS INC Common stock 3,979 294,008
CBS CORP CL B Common stock 11,200 712,544
CELANESE CORP SER A Common stock 13,929 1,096,769
CELGENE CORP Common stock 7,800 902,850
CENTENE CORP Common stock 11,905 672,752
CHEVRON CORP Common stock 9,000 1,059,300
CHURCH & DWIGHT CO INC Common stock 3,100 136,989
CIGNA CORP Common stock 5,582 744,583
CIT GROUP INC Common stock 21,500 917,620
CITIGROUP INC Common stock 25,251 1,500,667
CMS ENERGY CORP Common stock 15,300 636,786
COCA-COLA EUROPEAN PARTNE Common stock 25,600 803,840
COGNIZANT TECH SOLUT CL A Common stock 2,100 117,663
COLLIERS INTL GROUP (US) Common stock 5,120 188,160
COMCAST CORP CL A Common stock 24,100 1,664,105
COMPASS MINERALS INTL INC Common stock 8,100 634,635
CONOCOPHILLIPS Common stock 21,013 1,053,592
COPART INC Common stock 9,844 545,456
COSTAR GROUP INC Common stock 3,722 701,560
COSTCO WHOLESALE CORP Common stock 2,200 352,242
COVANTA HOLDING CORP Common stock 38,600 602,160
CRH PLC SPON ADR Common stock 17,834 613,133
CROWN CASTLE INTL CORP Common stock 6,500 564,005
CSRA INC Common stock 15,352 488,808
CTRIP.COM INTL LTD ADR Common stock 1,500 60,000
CVS HEALTH CORP Common stock 13,900 1,096,849
DANAHER CORP Common stock 5,000 389,200
DEERE & CO Common stock 6,000 618,240
DELPHI AUTOMOTIVE PLC Common stock 4,600 309,810
DEVRY EDUCATION GROUP INC Common stock 11,168 348,442
DEXCOM INC Common stock 6,000 358,200
DIAMONDBACK ENERGY INC Common stock 4,311 435,670
DIGITALGLOBE INC Common stock 12,800 366,720
DISCOVER FIN SVCS Common stock 12,156 876,326
DOLLAR TREE INC Common stock 900 69,462
DST SYSTEMS INC Common stock 4,500 482,175
DUN & BRADSTREET DEL NEW Common stock 2,462 298,690
DUPONT (EI) DE NEMOURS & Common stock 8,600 631,240
E TRADE FINANCIAL CORP Common stock 31,977 1,108,003
EBAY INC Common stock 11,000 326,590
ECHOSTAR CORP CL A Common stock 12,200 626,958
EDWARDS LIFESCIENCES CORP Common stock 6,200 580,940
EL PASO ELECTRIC CO Common stock 17,900 832,350
ELECTRONIC ARTS INC Common stock 10,500 826,980
ENCORE CAP GROUP INC Common stock 9,003 257,936
ENVISION HEALTHCARE CORP Common stock 3,000 189,870
EQUITY COMMONWEALTH Common stock 22,000 665,280
EVERTEC INC Common stock 29,200 518,300
EXACT SCIENCES CORP Common stock 25,256 337,420
EXPRESS SCRIPTS HLDG CO Common stock 11,500 791,085
FACEBOOK INC A Common stock 22,200 2,554,110
FACTSET RESEARCH SYS INC Common stock 2,158 352,682

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FAIRMOUNT SANTROL HLDGS Common stock 56,860 670,379
FERROGLOBE PLC Common stock 42,600 461,358
FIFTH THIRD BANCORP Common stock 13,036 351,581
FINISH LINE INC CL A Common stock 20,300 381,843
FIRST SOLAR INC Common stock 14,500 465,305
FIRSTCASH INC Common stock 6,971 327,637
FMC CORP NEW Common stock 10,680 604,061
FNF GROUP Common stock 47,200 1,602,912
FNFV GROUP Common stock 43,999 602,786
FOSSIL GROUP INC Common stock 14,100 364,626
FTI CONSULTING INC Common stock 10,700 482,356
GAMING AND LEISURE PROPRT Common stock 34,200 1,047,204
GENERAL DYNAMICS CORPORAT Common stock 3,331 575,130
GENERAL ELECTRIC CO Common stock 6,200 195,920
GILEAD SCIENCES INC Common stock 3,500 250,635
GLAUKOS CORP Common stock 8,264 283,455
GRACE W R & CO Common stock 1,700 114,988
GREEN DOT CORP CLASS-A Common stock 25,800 607,590
GRUBHUB INC Common stock 1,600 60,192
GUIDEWIRE SOFTWARE INC Common stock 10,753 530,445
HALLIBURTON CO Common stock 5,100 275,859
HANESBRANDS INC Common stock 35,491 765,541
HD SUPPLY HLDGS INC Common stock 14,700 624,897
HEALTHSOUTH CORP Common stock 8,518 351,282
HEICO CORP CL A Common stock 5,018 340,722
HERBALIFE LTD Common stock 4,710 226,739
HESS CORP Common stock 17,100 1,065,159
HEXCEL CORPORATION Common stock 8,034 413,269
HOME DEPOT INC Common stock 6,900 925,152
HONEYWELL INTL INC Common stock 22,689 2,628,521
HOUGHTON MIFFLIN HARCOURT Common stock 55,800 605,430
HUMANA INC Common stock 1,400 285,642
IBERIABANK CORP Common stock 2,455 205,606
ICON PLC Common stock 3,300 248,160
IDEXX LABS INC Common stock 2,340 274,412
IMAX CORPORATION Common stock 11,599 364,209
INCYTE CORP Common stock 4,000 401,080
INTERCONTINENTAL EXCHANGE Common stock 10,700 603,694
IRON MOUNTAIN INC Common stock 23,400 760,032
J2 GLOBAL INC Common stock 8,238 673,868
JETBLUE AIRWAYS CORP Common stock 23,900 535,838
JOHNSON & JOHNSON Common stock 6,016 693,103
JOHNSON CONTROLS INTERNAT Common stock 32,004 1,318,245
JONES LANG LASALLE INC Common stock 2,563 258,966
JPMORGAN CHASE & CO Common stock 18,865 1,627,861
KEYCORP Common stock 61,600 1,125,432
KULICKE & SOFFA INDU INC Common stock 32,300 515,185
LAMAR ADVERTISING CO CL A Common stock 8,800 591,712
LANNETT INC Common stock 15,200 335,160
LEUCADIA NATIONAL CORP Common stock 11,900 276,675
LEVEL 3 COMM INC Common stock 3,700 208,532
LIBERTY EXPEDIA HLDG CL A Common stock 12,600 499,842

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LIGAND PHARMACEUTICALS Common stock 5,331 541,683
LILLY (ELI) & CO Common stock 4,300 316,265
LOCKHEED MARTIN CORP Common stock 1,600 399,904
LYONDELLBASELL INDS CLASS Common stock 6,900 591,882
MADISON SQUARE GARDEN CO/ Common stock 4,766 817,417
MARKEL CORP Common stock 700 633,150
MARRIOTT INTL INC A Common stock 3,700 305,916
MARTIN MARIETTA MATERIALS Common stock 1,692 374,829
MAXIMUS INC Common stock 11,046 616,256
MBIA INC Common stock 24,600 263,220
MEDNAX INC Common stock 7,800 519,948
MEDTRONIC PLC Common stock 10,998 783,388
MERCK & CO INC NEW Common stock 9,971 586,993
METHODE ELECTRONICS INC Common stock 9,000 372,150
METTLER-TOLEDO INTL INC Common stock 1,404 587,658
MFA FINANCIAL INC Common stock 111,400 849,982
MICHAEL KORS HOLDINGS LTD Common stock 11,600 498,568
MICROCHIP TECHNOLOGY Common stock 13,165 844,535
MICRON TECHNOLOGY INC Common stock 13,100 287,152
MICROSEMI CORP Common stock 6,800 366,996
MICROSOFT CORP Common stock 65,923 4,096,455
MIDDLEBY CORP Common stock 3,819 491,925
MOLSON COORS BREWING CO B Common stock 8,100 788,211
MONSANTO CO Common stock 1,400 147,294
MORGAN STANLEY Common stock 10,800 456,300
MSG NETWORKS INC CL A Common stock 34,800 748,200
NATIONAL CINEMEDIA INC Common stock 28,800 424,224
NATIONSTAR MORTGAGE HLDGS Common stock 26,800 484,008
NAVIENT CORP Common stock 46,287 760,495
NELNET INC CL A Common stock 9,900 502,425
NETAPP INC Common stock 17,700 624,279
NETFLIX INC Common stock 700 86,660
NEW FIRSTSERVICE CORP Common stock 7,307 346,936
NEW SENIOR INVESTMENT GRP Common stock 63,066 617,416
NEW YORK COMMUNITY BANCOR Common stock 54,892 873,332
NEWELL BRANDS INC Common stock 24,800 1,107,320
NEWS CORP NEW CL A Common stock 69,500 796,470
NIELSEN HOLDINGS PLC Common stock 15,600 654,420
NIKE INC CL B Common stock 2,400 121,992
NORTHWESTERN CORP Common stock 12,900 733,623
NORWEGIAN CRUISE LINE HLG Common stock 21,607 918,946
NU SKIN ENTERPRISES CL A Common stock 3,119 149,026
NVR INC Common stock 358 597,502
NXP SEMICONDUCTORS NV Common stock 7,000 686,070
OCCIDENTAL PETROLEUM CORP Common stock 13,525 963,386
OCWEN FINANCIAL CORP Common stock 49,200 265,188
OLD DOMINION FREIGHT LINE Common stock 9,590 822,726
OM ASSET MANAGEMENT PLC Common stock 14,385 208,583
ORACLE CORP Common stock 18,374 706,480
OWENS CORNING INC Common stock 16,020 825,991
PALO ALTO NETWORKS INC Common stock 1,500 187,575
PANDORA MEDIA INC Common stock 14,326 186,811

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PEPSICO INC Common stock 8,400 878,892
PERFORMANCE FOOD GROUP CO Common stock 13,300 319,200
PFIZER INC Common stock 20,650 670,712
PHILIP MORRIS INTL INC Common stock 14,149 1,294,492
PHILLIPS 66 Common stock 10,634 918,884
PINNACLE FOODS INC Common stock 4,200 224,490
PIONEER NATURAL RESOURCES Common stock 1,700 306,119
PNC FIN SVCS GRP INC Common stock 8,950 1,046,792
PORTLAND GEN ELECTRIC CO Common stock 10,800 467,964
PVH CORP Common stock 4,100 369,984
QUALCOMM INC Common stock 16,865 1,099,598
RADIAN GROUP INC Common stock 26,600 478,268
RANGE RESOURCES CORP Common stock 16,800 577,248
RAYTHEON CO Common stock 3,852 546,984
RED HAT INC Common stock 1,500 104,550
RENT A CTR INC Common stock 33,500 376,875
REPLIGEN Common stock 2,294 70,701
RETAIL OPPORTUNITY INVTS Common stock 30,400 642,352
REYNOLDS AMERICAN INC Common stock 14,652 821,098
RICE ENERGY INC Common stock 24,700 527,345
ROYAL CARIBBEAN CRUISES Common stock 12,028 986,777
RPX CORP Common stock 34,200 369,360
S&P GLOBAL INC Common stock 1,200 129,048
SABRE CORP Common stock 8,000 199,600
SALESFORCE.COM INC Common stock 10,000 684,600
SBA COMM CORP CL A Common stock 4,997 515,990
SCANA CORP Common stock 7,500 549,600
SEAWORLD ENTMT INC Common stock 40,925 774,710
SERVICEMASTER GLOBAL HLDG Common stock 6,600 248,622
SERVICENOW INC Common stock 4,300 319,662
SHERWIN WILLIAMS CO Common stock 600 161,244
SIGNATURE BANK Common stock 3,961 594,942
SITEONE LANDSCAPE SUPPLY Common stock 6,299 218,764
SIX FLAGS ENTERTAINMENT Common stock 12,785 766,589
SLM CORP Common stock 67,529 744,170
SOUTHWEST AIRLINES CO Common stock 6,600 328,944
SPIRIT AEROSYSTEM HL CL A Common stock 14,859 867,023
STANLEY BLACK & DECKER Common stock 6,744 773,469
STARBUCKS CORP Common stock 5,000 277,600
STATE STREET CORP Common stock 11,453 890,127
STEELCASE INC CLASS A Common stock 35,800 640,820
STEWART INFORMATION SVCS Common stock 5,200 239,616
SYNOPSYS INC Common stock 8,600 506,196
TAKE-TWO INTERACTV SOFTWR Common stock 7,232 356,465
TEVA PHARMACEUTICAL IND A Common stock 21,929 794,926
TEXAS INSTRUMENTS INC Common stock 11,056 806,756
THERMO FISHER SCIENTIFIC Common stock 2,000 282,200
TIME WARNER INC Common stock 3,400 328,202
TIVO CORP Common stock 31,686 662,237
TJX COMPANIES INC NEW Common stock 2,900 217,877
TORO CO Common stock 6,537 365,745
TRACTOR SUPPLY CO. Common stock 10,304 781,146

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TRANSDIGM GROUP INC Common stock 1,935 481,738
TRANSOCEAN LTD Common stock 18,400 271,216
TREEHOUSE FOODS INC Common stock 9,300 671,367
TWENTY FIRST CENTURY FOX Common stock 29,900 838,396
ULTA BEAUTY INC Common stock 1,739 443,341
UNION PACIFIC CORP Common stock 5,800 601,344
UNITED NATURAL FOODS INC Common stock 6,100 291,092
UNITED RENTALS INC Common stock 1,500 158,370
UNITED TECHNOLOGIES CORP Common stock 8,430 924,097
UNITED THERAPEUTICS DEL Common stock 4,500 645,435
UNITEDHEALTH GROUP INC Common stock 15,446 2,471,978
UNITI GROUP INC Common stock 30,485 774,624
UNIVERSAL ELECTRONICS INC Common stock 5,521 356,381
VANTIV INC Common stock 8,641 515,176
VASCO DATA SECURITY INTL Common stock 36,800 502,320
VEEVA SYS INC CL A Common stock 12,388 504,192
VERISK ANALYTICS INC Common stock 2,800 227,276
VERIZON COMM INC Common stock 13,237 706,591
VERSUM MATERIALS INC W/I Common stock 12,350 346,665
VERTEX PHARMACEUTICALS Common stock 4,700 346,249
VIRTU FINANCIAL INC CL A Common stock 9,423 150,297
VISA INC CL A Common stock 25,600 1,997,312
VONAGE HOLDINGS CORP Common stock 76,400 523,340
VWR CORP Common stock 29,700 743,391
WD 40 CO Common stock 3,276 382,964
WELLS FARGO & CO Common stock 29,723 1,638,035
WESTERN DIGITAL CORP Common stock 4,200 285,390
WESTINGHOUSE AIR BRAKE TE Common stock 4,231 351,258
WHITE MOUNTAINS INS GROUP Common stock 1,100 919,655
WHITEWAVE FOODS CO CL A Common stock 2,200 122,320
WHOLE FOODS MARKET INC Common stock 23,500 722,860
WILLIS TOWERS WATSON PLC Common stock 4,100 501,348
WNS HLDGS LTD SP ADR Common stock 9,191 253,212
XL GROUP LTD Common stock 16,200 603,612
YAHOO INC Common stock 12,700 491,109
Brokerage Link Participant directed accounts including certain Fidelity investment funds** 32,305,893
Notes receivable from participants** Installment loans due from participants with maturity dates ranging from January 2017 to October 2031 and interest rates ranging from 4.25% to 9.50%. 7,998,306
$ 691,032,023
**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 7, 2017 /s/ Tana K. Cashion
Tana K. Cashion
Senior Vice President Human Resources

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