Obligation Devonshire Energy 0% ( US25179MAR43 ) en USD

Devonshire Energy

100 % ⇌

Etas-Unis

US25179MAR43 ( en USD )

15/12/2016 - Obligation échue

Prospectus brochure de l'obligation Devon Energy US25179MAR43 en USD 0%, échue

2 000 USD

350 000 000 USD

25179MAR4

BBB ( Qualité moyenne inférieure )

Ba2 ( Spéculatif )

Devon Energy est une société américaine d'exploration et de production d'énergie, principalement axée sur le pétrole et le gaz naturel, avec des opérations significatives dans le bassin permien et d'autres bassins sédimentaires aux États-Unis.

L'Obligation émise par Devonshire Energy ( Etas-Unis ) , en USD, avec le code ISIN US25179MAR43, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2016

L'Obligation émise par Devonshire Energy ( Etas-Unis ) , en USD, avec le code ISIN US25179MAR43, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Devonshire Energy ( Etas-Unis ) , en USD, avec le code ISIN US25179MAR43, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1090012/000119312513472983...
424B5 1 d640920d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-178453
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed
Title of Each Class of
Amount to be
Offering Price
Maximum Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price
Registration Fee (1)
Floating Rate Notes due 2015
$500,000,000
100.000%
$500,000,000
$64,400.00
Floating Rate Notes due 2016
$350,000,000
100.000%
$350,000,000
$45,080.00
1.200% Notes due 2016
$650,000,000 99.901%

$649,356,500 $83,637.12
2.250% Notes due 2018
$750,000,000 99.827%

$748,702,500 $96,432.88
Total

$289,550.00

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This "Calculation of Registration
Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the registrant's Registration Statement on
Form S-3 (File No. 333-178453).
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PROSPECTUS SUPPLEMENT DATED DECEMBER 11, 2013
(To Prospectus dated December 12, 2011)

$500,000,000 Floating Rate Senior Notes due 2015
$350,000,000 Floating Rate Senior Notes due 2016
$650,000,000 1.200% Senior Notes due 2016
$750,000,000 2.250% Senior Notes due 2018

We are offering $500,000,000 principal amount of Floating Rate Senior Notes due 2015, which we refer to in this prospectus supplement as our "2015 floating rate
notes," $350,000,000 principal amount of Floating Rate Senior Notes due 2016, which we refer to in this prospectus supplement as our "2016 floating rate notes,"
$650,000,000 principal amount of 1.200% Senior Notes due 2016, which we refer to in this prospectus supplement as our "2016 notes," and $750,000,000 principal amount
of 2.250% Senior Notes due 2018, which we refer to in this prospectus supplement as our "2018 notes." We colectively refer to our 2015 floating rate notes and our 2016
floating rate notes as our "floating rate notes," our 2016 notes and our 2018 notes as our "fixed rate notes" and all of the series of notes offered hereby as our "notes."
The 2015 floating rate notes will bear interest at a rate per annum, reset quarterly, equal to three-month LIBOR (as defined herein) plus 0.45%. The 2016 floating rate
notes will bear interest at a rate per annum, reset quarterly, equal to three-month LIBOR (as defined herein) plus 0.54%. The 2016 notes will bear interest at a rate per annum
of 1.200% and the 2018 notes will bear interest at a rate per annum of 2.250%. We will pay interest on the floating rate notes on March 15, June 15, September 15 and
December 15 of each year, beginning March 15, 2014. We will pay interest on the fixed rate notes on June 15 and December 15 of each year, beginning on June 15, 2014.
The 2015 floating rate notes will mature on December 15, 2015, the 2016 floating rate notes will mature on December 15, 2016, the 2016 notes will mature on December 15,
2016 and the 2018 notes will mature on December 15, 2018.
The notes are being offered to fund a portion of the purchase price to acquire certain subsidiaries of GeoSouthern Energy Corporation that own oil and gas properties,
leasehold mineral interests and related assets located in the Eagle Ford Shale in South Texas. If we do not complete the GeoSouthern Transaction (as defined herein) on or
before June 30, 2014 (referred to herein as the "special mandatory redemption deadline"), or if the Purchase Agreement for the GeoSouthern Transaction is terminated prior to
such date, we will redeem all outstanding notes at a special mandatory redemption price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest
from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, to but not including the special mandatory redemption
date. There is no escrow account for, or security interest in, the proceeds of this offering for the benefit of holders of the notes. See "Description of the Notes -- Special
Mandatory Redemption." In addition to the special mandatory redemption, we may also redeem any series of the fixed rate notes in whole or in part at any time at the
redemption prices set forth under "Description of the Notes -- Optional Redemption." Except in connection with the special mandatory redemption, the floating rate notes may
not be redeemed prior to maturity. The notes will be our general unsecured obligations and will rank equally in right of payment with al our existing and future unsecured and
unsubordinated debt.
We do not intend to list the notes on any securities exchange.

Investing in the notes involves risks. You should carefully read the entire accompanying prospectus and this prospectus
supplement, including the section entitled "Risk Factors" beginning on page S-3 of this prospectus supplement and in our Annual
Report on Form 10-K for the year ended December 31, 2012.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this
prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Per 2015
Per 2016
Floating
Floating
Per 2016
Per 2018

Rate Note
Total
Rate Note
Total

Note
Total

Note
Total

Price to public(1)

100% $500,000,000
100% $350,000,000 99.901% $649,356,500 99.827% $748,702,500
Underwriting discount

0.25% $ 1,250,000
0.35% $ 1,225,000
0.35% $ 2,275,000
0.60% $ 4,500,000
Proceeds, before expenses, to us(1)
99.750% $498,750,000 99.650% $348,775,000 99.551% $647,081,500 99.227% $744,202,500
(1) Plus accrued interest, if any, from December 19, 2013.
We expect that the notes will be delivered to investors on or about December 19, 2013 in book-entry form only through the facilities of The Depository Trust Company
and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V.
Joint Book-Running Managers

Morgan Stanley
Barclays
Goldman, Sachs & Co.
(All Notes)

(All Notes)

(All Notes)
BofA Merrill Lynch
Citigroup
Credit Suisse
(2018 Notes)

(2016 Floating Rate Notes and 2016 Notes)

(2016 Floating Rate Notes and 2016 Notes)
J.P. Morgan
Mitsubishi UFJ Securities
RBC Capital Markets
(2018 Notes)

(2015 Floating Rate Notes)

(2015 Floating Rate Notes)
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RBS
UBS Investment Bank
Wells Fargo Securities
(2015 Floating Rate Notes)

(2018 Notes)

(2016 Floating Rate Notes and 2016 Notes)
Senior Co-Managers

BofA Merrill Lynch
Citigroup
Credit Suisse
(2015 Floating Rate Notes, 2016 Floating Rate Notes and
(2015 Floating Rate Notes and 2018 Notes)
(2015 Floating Rate Notes and 2018 Notes)
2016 Notes)

J.P. Morgan
Mitsubishi UFJ Securities
RBC Capital Markets
(2015 Floating Rate Notes, 2016 Floating Rate Notes and
(2016 Floating Rate Notes, 2016 Notes and 2018 Notes)
(2016 Floating Rate Notes, 2016 Notes and 2018 Notes)
2016 Notes)

RBS
UBS Investment Bank
Wells Fargo Securities
(2016 Floating Rate Notes, 2016 Notes and 2018 Notes)
(2015 Floating Rate Notes, 2016 Floating Rate Notes
(2015 Floating Rate Notes and 2018 Notes)

and 2016 Notes)

Co-managers

BMO Capital Markets
CIBC
Scotiabank
US Bancorp
(All Notes)

(All Notes)

(All Notes)

(All Notes)
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TABLE OF CONTENTS

Prospectus Supplement

Devon Energy Corporation
S-1

Risk Factors
S-3

Use of Proceeds
S-7

Ratios of Earnings to Fixed Charges
S-8

Unaudited Pro Forma Consolidated Financial Statements
S-9

Description of Indebtedness
S-27
Description of the Notes
S-29
United States Federal Income Tax Considerations
S-36
Underwriting
S-39
Legal Matters
S-44
Experts
S-44
Where You Can Find More Information
S-44
Prospectus

About this Prospectus
1

Devon Energy Corporation
1

Special Note on Forward-Looking Statements
1

Risk Factors
2

Use of Proceeds
2

Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
3

Description of Capital Stock
3

Description of Undesignated Preferred Stock
4

Description of Debt Securities
5

Book-Entry Securities
16

Plan of Distribution
18

Legal Matters
18

Experts
18

Where You Can Find More Information
19

You should read this prospectus supplement along with the accompanying prospectus carefully before you invest in the notes.
These documents contain or incorporate by reference important information you should consider before making your investment
decision. This prospectus supplement contains specific information about the notes being offered and the accompanying prospectus
contains a general description of the notes. This prospectus supplement may add, update or change information in the accompanying
prospectus. No person is authorized to give any information or to make any representations other than those contained or incorporated
by reference in this prospectus supplement or the accompanying prospectus or in any free writing prospectus filed with the Securities
and Exchange Commission and, if given or made, such information or representations must not be relied upon as having been
authorized. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to
buy those securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus
supplement or the accompanying prospectus, nor any sale made hereunder and thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of Devon since the date hereof or that the information contained or
incorporated by reference herein or therein is correct as of any time subsequent to the date of such information.
For purposes of this prospectus supplement and the accompanying prospectus, unless the context otherwise indicates, references
to "us," "we," "our," "ours" and "Devon" refer to Devon Energy Corporation and its subsidiaries.
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DEVON ENERGY CORPORATION
Devon is a leading independent energy company engaged primarily in the exploration, development and production of oil,
natural gas and natural gas liquids, or NGLs. Our operations are concentrated in various North American onshore areas in the U.S.
and Canada. We also own natural gas pipelines, plants and treatment facilities in many of our producing areas, making us one of North
America's larger processors of natural gas. See "-- Recent Developments -- Formation of New Midstream Business with Crosstex."
Devon pioneered the commercial development of natural gas from shale and coalbed formations, and we are a proven leader in using
steam to produce bitumen from the Canadian oil sands.
Recent Developments
Acquisition of GeoSouthern Properties
On November 20, 2013, we entered into a definitive purchase and sale agreement (the "Purchase Agreement") with a subsidiary
of GeoSouthern Energy Corporation, or GeoSouthern, pursuant to which we agreed to acquire certain subsidiaries of GeoSouthern
that own oil and gas properties, leasehold mineral interests and related assets located in the Eagle Ford Shale in South Texas
(collectively, the "GeoSouthern Properties"). We refer to this transaction as the "GeoSouthern Transaction." The acquired Eagle Ford
acreage is located in DeWitt and Lavaca counties in Texas and is largely contiguous, with most of the position held by production.
The effective date of the purchase and sale of the interests in the GeoSouthern Properties is September 1, 2013. The GeoSouthern
Transaction is expected to close in the first quarter of 2014, subject to certain conditions, as described below.
The aggregate purchase price for the GeoSouthern Transaction is $6 billion, which is subject to adjustments for certain debt
retirement and other payments made by us on GeoSouthern's behalf, certain title and environmental defects, if any, as well as
customary adjustments to reflect the operation of the GeoSouthern Properties following the effective date and prior to the closing
date. At closing, a portion of the purchase price will be placed into escrow for a specified period to fund certain indemnity
obligations of GeoSouthern under the Purchase Agreement.
Based on information provided by GeoSouthern, we have estimated that the GeoSouthern Properties include production as of
September 30, 2013 of approximately 48,000 Boe per day and 82,000 net acres with approximately 1,200 undrilled locations. We
have also estimated, based on information provided by GeoSouthern, that as of September 30, 2013, the GeoSouthern Properties
contained total proved reserves of approximately 253 MMBoe, 53% of which were oil. The GeoSouthern Properties included 259
gross producing wells as of September 1, 2013. For a further discussion of the GeoSouthern Transaction, please see Item 1.01 of our
Current Report on Form 8-K filed on November 22, 2013 and incorporated by reference into this prospectus supplement.
We expect to finance the purchase price of the GeoSouthern Transaction with the proceeds of this offering, cash on hand and
borrowings of up to $2.25 billion under a new senior unsecured term loan facility, which we refer to as the "new term loans." We
have also entered into a bridge facility commitment to provide sufficient proceeds to complete the GeoSouthern Transaction if we do
not enter into the new senior unsecured term loan facility or complete this offering.
The GeoSouthern Transaction is not conditioned upon the completion of this offering and the completion of this offering is not
contingent upon the completion of the GeoSouthern Transaction. However, in the event that the proposed GeoSouthern Transaction is
not completed on or before June 30, 2014, or if the Purchase Agreement for the GeoSouthern Transaction is terminated prior to such
date, we will be required to redeem all of the notes sold in this offering at a price equal to 101% of the principal amount of the notes,
plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been
paid, whichever is later, to but not including the special mandatory redemption date.

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We cannot assure you that we will complete the GeoSouthern Transaction or the new term loans on the terms and conditions
contemplated by this prospectus supplement or at all.
Formation of New Midstream Business with Crosstex
On October 21, 2013, we entered into definitive agreements with Crosstex Energy, Inc. and Crosstex Energy, L.P. to combine
substantially all of our U.S. midstream assets with Crosstex's assets to form a new midstream business. We refer to this transaction as
the "Crosstex Transaction" and, together with the GeoSouthern Transaction, the "Proposed Transactions." The new midstream
business will consist of a publicly traded master limited partnership and a publicly traded general partner entity. The combined
company will have approximately 7,300 miles of gathering and transportation pipelines, 13 processing plants with 3.3 Bcf of net
daily processing capacity, 6 fractionators with 165 MBbl of net daily fractionation capacity, as well as barge and rail terminals,
product storage facilities, brine disposal wells and an extensive crude oil trucking fleet. These assets are located in many of North
America's premier oil and gas regions, including the Barnett Shale, Permian Basin, Cana and Arkoma Woodford, Eagle Ford,
Haynesville, Gulf Coast, Utica and Marcellus. The Crosstex Transaction, which is expected to close in the first quarter of 2014, is
subject to approval by the stockholders of Crosstex Energy, Inc., as well as customary regulatory approvals and closing conditions.
For a further discussion of the Crosstex Transaction, please see our Current Report on Form 8-K filed on October 22, 2013 and
incorporated by reference into this prospectus supplement.
We cannot assure you that we will complete the Crosstex Transaction on the terms and conditions contemplated by this
prospectus supplement or at all.
Corporate Information
Our principal and administrative offices are located at 333 West Sheridan Ave., Oklahoma City, Oklahoma 73102-5015. Our
telephone number at that location is (405) 235-3611.

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RISK FACTORS
An investment in the notes is subject to risk. Before you decide to invest in the notes, you should carefully consider the specific
factors discussed below, together with all the other information contained in this prospectus supplement, the accompanying prospectus
as well as the documents incorporated by reference herein or therein. For further discussion of the risks, uncertainties and
assumptions relating to our business, please see the discussion under the captions "Risk Factors" and "Information Regarding
Forward-Looking Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2012, as updated by
annual, quarterly and other reports and documents that we file with the SEC, which are incorporated by reference in this prospectus
supplement and the accompanying prospectus. Any of these risks may have a material adverse effect on our business, financial
condition, results of operations and cash flows. In such a case, you may lose all or part of your investment in our notes.
Risks Related to the Proposed Transactions
We may be subject to risks in connection with the proposed GeoSouthern Transaction and the acquisition of the GeoSouthern
Properties.
The successful acquisition of oil and gas properties, including the proposed GeoSouthern Transaction, requires an assessment of
several factors, including, but not limited to:

·
recoverable
reserves;

· future oil and gas prices and their appropriate differentials; and

· development and operating costs and potential environmental and other liabilities.
The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the
subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or
potential problems and it may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and
potential recoverable reserves. Inspections will not be performed on every well, and environmental problems are not necessarily
observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to
provide effective contractual protection against all or part of the problems. In connection with the acquisition of the GeoSouthern
Properties, we are entitled only to limited indemnification, including for environmental liabilities.
Actual proved reserves of the GeoSouthern Properties may be lower than we have initially estimated.
This prospectus supplement contains our initial estimates of proved reserves of the GeoSouthern Properties. These estimates
were made by our internal engineering and professional staff based upon information furnished by GeoSouthern. Our estimates were
based upon assumptions required by the SEC relating to oil and natural gas prices and costs in effect as of September 30, 2013. The
process of estimating oil and natural gas reserves is complex and involves significant decisions and assumptions in the evaluation of
available geological, geophysical, engineering and economic data for each reservoir. Therefore, these estimates are inherently
imprecise. As we own these properties over time, we will have more information to evaluate the reserves attributable to the
GeoSouthern Properties, and our initial estimates may be revised accordingly. In addition, these estimates have not been audited by
any independent engineering firm. Our independent engineers, in preparing our year-end 2014 reserve report, may not agree with our
initial estimates of proved reserves of the GeoSouthern Properties.
The Proposed Transactions may not be completed within the expected timeframe, if at all, and the pendency of the Proposed
Transactions could adversely affect our business, financial conditions, results of operations and cash flows.
Completion of the Proposed Transactions is subject to the satisfaction (or waiver) of a number of conditions, many of which are
beyond our control and may prevent, delay or otherwise negatively affect the completion of

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the Proposed Transactions. While each of the Proposed Transactions is expected to close in the first quarter of 2014, we cannot
predict when these conditions will be satisfied, if at all. Failure to complete the Proposed Transactions would, and any delay in
completing the Proposed Transactions could, prevent us from realizing the anticipated benefits from the Proposed Transactions.
Additionally, if we fail to close the Proposed Transactions and are otherwise in breach of our obligations, we could be liable for
damages.
The Proposed Transactions may involve certain risks, and the integration or disposition of significant assets and other
strategic transactions may be difficult.
Significant acquisitions and dispositions, including the Proposed Transactions, may involve certain risks, including, but not
limited to:

· diversion of our management's attention to evaluating, negotiating and integrating or separating significant assets;

· the challenge and cost of integrating or separating operations, information management and other technology systems and

business cultures with those of ours or of any counterparty while carrying on our ongoing business;

· difficulty associated with coordinating geographically separate assets;

· the challenge of attracting and retaining personnel associated with acquired operations; and

· the failure to realize the full benefit that we expect in estimated proved reserves and resource potential, production volume

or other benefits anticipated from an acquisition, or to realize these benefits within the expected time frame and costs.
The process of integrating or separating operations could cause an interruption of, or loss of momentum in, the activities of our
business. Members of our senior management may be required to devote considerable amounts of time to these processes, which will
decrease the time they will have to manage our business. If our senior management is not able to effectively manage these processes,
or if any significant business activities are interrupted as a result of these processes, our business could suffer.
The historical and unaudited pro forma financial information included elsewhere in this prospectus supplement may not be
representative of our results after the Proposed Transactions, and accordingly, you have limited financial information on
which to evaluate us after the Proposed Transactions.
The pro forma financial information included elsewhere in this prospectus supplement, which was prepared in accordance with
Article 11 of the SEC's Regulation S-X, is presented for informational purposes only and is not necessarily indicative of the financial
position or results of operations that would have actually occurred had the Proposed Transactions been completed at or as of the
dates indicated, nor is it indicative of our future operating results or financial position after the Proposed Transactions. The pro forma
financial information does not reflect future nonrecurring charges resulting from the Proposed Transactions. The unaudited pro forma
condensed combined consolidated statement of operations does not reflect future events that may occur after the Proposed
Transactions, including the potential realization of operating cost savings (synergies) or restructuring activities or other costs related
to the Proposed Transactions, and do not consider potential impacts of current market conditions on revenues, expense efficiencies or
asset dispositions. The pro forma financial information presented in this prospectus supplement is based in part on certain
assumptions regarding the Proposed Transactions that we believe are reasonable under the circumstances. We cannot assure you that
our assumptions will prove to be accurate over time.

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Risks Related to the Notes
The special mandatory redemption relating to the proposed GeoSouthern Transaction presents certain risks.
Our ability to complete the proposed GeoSouthern Transaction is subject to various closing conditions, and we may not
complete it, in which case we will be required to redeem the notes as described under "Description of the Notes -- Special
Mandatory Redemption." If the notes are redeemed according to the special mandatory redemption, you may not obtain your expected
return on such notes and may not be able to reinvest the special mandatory redemption proceeds in a comparable security at an
effective interest rate as high as that of the notes.
If the proposed GeoSouthern Transaction is completed on or before the special mandatory redemption deadline of June 30,
2014, then holders of the notes will have no other rights under the special mandatory redemption.
There is no escrow account for, or security interest in, the proceeds of this offering for the benefit of holders of the notes, and
such holders will therefore be subject to the risk that we may be unable to finance the special mandatory redemption if it is triggered.
The Purchase Agreement for the GeoSouthern Transaction may be amended and the form of the proposed GeoSouthern
Transaction may be modified (including, in each case, in material respects) without noteholder consent.
Whether or not the special mandatory redemption is ultimately triggered, it may adversely affect trading prices for the notes
prior to the special mandatory redemption deadline.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other actions that could negatively
impact holders of the notes.
We are not restricted under the terms of the notes or the indenture governing the notes from incurring additional debt and other
obligations, including debt and other obligations that rank equal in right of payment with the notes. Although the indenture limits our
ability to issue secured debt without also securing the notes and to consolidate with or merge into, or convey or otherwise transfer or
lease our properties and assets substantially as an entirety to, any person, these limitations are subject to a number of exceptions. See
"Description of Debt Securities -- Covenants" in the accompanying prospectus.
Our ability to service our debt, including the notes, will be dependent upon the earnings of our subsidiaries and the
distribution of those earnings to us. The notes are effectively subordinated to any existing and future debt of our subsidiaries.
The notes are obligations exclusively of Devon Energy Corporation. Our operations are conducted almost entirely through our
subsidiaries. Accordingly, our cash flow and our consequent ability to service our debt, including the notes, are dependent upon the
earnings of our subsidiaries and the distribution of those earnings to us, whether by dividends, loans or otherwise. The payment of
dividends and the making of loans and advances to us and our right to receive assets of any of our subsidiaries upon their liquidation
or reorganization, and the consequent right of the holders of the notes to participate in those assets, will be effectively subordinated to
the claims of that subsidiary's creditors, including trade creditors, except to the extent that we are recognized as a creditor of such
subsidiary, in which case our claims would still be subordinate to any liens on the assets of such subsidiary and any indebtedness of
such subsidiary senior to ours. As of September 30, 2013 on an actual and pro forma basis after giving effect to the Proposed
Transactions and the financing of the GeoSouthern Transaction, we had total consolidated indebtedness with a carrying value of
approximately $10.1 billion and $15.8 billion, respectively. This total includes indebtedness of our subsidiaries on an actual and pro
forma basis after giving effect to the Proposed Transactions and the financing of the GeoSouthern Transaction of approximately $1.5
billion and $2.7 billion, respectively, excluding intercompany debt and trade payables, but including

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approximately $1.2 billion of indebtedness of Crosstex. Crosstex maintains and, following the completion of the Crosstex Transaction
is expected to maintain, its own debt and lines of credit that are non-recourse to Devon.
At certain times we may redeem all or a portion of the 2018 notes at our option at a redemption price equal to 100% of the
principal amount of such notes, plus accrued and unpaid interest to, but not including, the redemption date, which may
adversely affect your return.
As described under "Description of the Notes -- Optional Redemption," during the one month period prior to the maturity date
of the 2018 notes, we have the right to redeem the 2018 notes in whole or in part, at our option at a redemption price equal to 100%
of the principal amount of such notes, plus accrued and unpaid interest to, but not including, the redemption date. We may choose to
exercise this redemption right when prevailing interest rates are relatively low. As a result, you generally will not be able to reinvest
the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.
An active trading market for the notes may not develop.
The notes of each series are a new issue of securities with no established trading market, and we do not intend to list them on
any securities exchange or automated quotation system. As a result, an active trading market for the notes may not develop, or if one
does develop, it may not be sustained. If an active trading market fails to develop or cannot be sustained, you may not be able to
resell your notes at their fair market value or at all.

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