OKLAHOMA CITY–(BUSINESS WIRE)–Devon Energy Corporation (NYSE: DVN) (the “Company”
or “Devon Energy”) today announced the
consideration payable in connection with its previously announced tender
offers (the “Tender Offers”) to purchase
for cash up to an aggregate principal amount of the securities listed in
the table below (collectively, the “Notes”)
that would not result in the aggregate amount that all holders of the
Notes are entitled to receive, excluding accrued and unpaid interest,
for their Notes that are validly tendered and accepted for purchase in
the Tender Offers, exceeding the Aggregate Maximum Repurchase Amount (as
defined below). The Company amended the Tender Offers to increase the
Aggregate Maximum Repurchase Amount from initially $1.0 billion to such
aggregate amount necessary to pay the Total Consideration (as defined
below) for all of the Eligible Notes (as defined below) validly tendered
and not validly withdrawn in the Tender Offers as of the Early Tender
Date (as defined below), which Total Consideration is equal to
approximately $1.1 billion (as amended, the “Aggregate
Maximum Repurchase Amount”). All other terms of the Tender Offers
and the related consent solicitations, as previously announced, remain
unchanged. The Tender Offers were made pursuant to the terms and
conditions set forth in the offer to purchase and consent solicitation
statement, dated March 7, 2018 (the “Offer to
Purchase”).

The table below sets forth the Total Consideration for the Notes with
the two highest acceptance priority levels (the “Eligible
Notes”) that will be accepted for purchase.

Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread(a)	Early Tender Payment (a)(b)	Total Consideration (a)(b)
7.875% debentures due 2031(c)	25179SAD2	$1,058,648,000	1	2.75% UST due 2/15/28	FIT1	+ 140 bps	$30	$1,364.43
7.950% debentures due 2032(d)	251799AA0	$788,758,000	2	2.75% UST due 2/15/28	FIT1	+ 140 bps	$30	$1,382.94
5.850% notes due 2025(d)	25179MAV5	$485,232,000	3	2.75% UST due 2/15/28	FIT1	+ 60 bps	$30	—(f)
5.600% notes due 2041(d)	25179MAL7	$1,250,000,000	4	2.75% UST due 11/15/47	FIT1	+ 135 bps	$30	—(f)
3.250% notes due 2022(d)(e)	25179MAP8	$1,000,000,000	5	2.625% UST due 2/28/23	FIT1	+ 60 bps	$30	—(f)

(a)	The Total Consideration was calculated on the basis of pricing for the U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on March 21, 2018, and includes the applicable Fixed Spread and Early Tender Payment set forth in the table above.
(b)	Per $1,000 principal amount.
(c)	Issuer: Devon Financing Company, L.L.C.
(d)	Issuer: Devon Energy Corporation.
(e)	The 3.250% notes due 2022 are subject to a series tender cap of $250,000,000.
(f)	Notes from such series will not be accepted for purchase by the Company.

The “Total Consideration” listed in the
table above for each $1,000 principal amount of the Eligible Notes was
determined at 2:00 p.m., New York City time, on March 21, 2018. Only
holders of the Eligible Notes who validly tendered and did not validly
withdraw such Eligible Notes at or prior to the previously announced
early tender date and time of 5:00 p.m., New York City time, on March
20, 2018 (the “Early Tender Date”) are
eligible to receive the Total Consideration for such Eligible Notes
accepted for purchase.

The Company will accept for purchase all of the Eligible Notes that have
been validly tendered and not validly withdrawn. Since the Total
Consideration payable with respect to such Eligible Notes will equal the
Aggregate Maximum Repurchase Amount, none of the tendered Notes from any
other series will be accepted for purchase pursuant to the Tender
Offers. Holders will also receive accrued and unpaid interest on the
Eligible Notes validly tendered and accepted for purchase from the last
interest payment date up to, but not including, the date the Company
makes payment for such Eligible Notes, which date is anticipated to be
March 22, 2018.

The Tender Offers will expire at 11:59 p.m., New York City time, on
April 3, 2018, unless extended or earlier terminated. Because the Tender
Offers have been fully subscribed as of the Early Tender Date, holders
who tender Notes after the Early Tender Date will not have any of their
Notes accepted for purchase. Any Notes tendered after the Early Tender
Date, together with all Notes (other than the Eligible Notes) tendered
at or prior to the Early Tender Date, will be returned to the holders
thereof as described in the Offer to Purchase.

Devon Energy will fund the Tender Offers with available cash, including
cash generated from operations and the net proceeds from previously
completed asset sales and financing transactions. The Tender Offers are
being made to reduce the Company’s outstanding debt, including the debt
of its subsidiaries. After giving effect to the purchase by the Company
of the Notes validly tendered and accepted for purchase in the Tender
Offers, the Company estimates that its total cash interest expense will
be reduced by approximately $64 million on an annualized basis.

Information Relating to the Tender Offers and Consent Solicitations

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and
Wells Fargo Securities, LLC are the Lead Dealer Managers and
Solicitation Agents for the Tender Offers and the related consent
solicitations, and the Co-Dealer Managers and Solicitation Agents are
BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia Capital
(USA) Inc. Investors with questions regarding the Tender Offers or
related consent solicitations may contact Citigroup Global Markets Inc.
at (800) 558-3745 (toll free) or (212) 723-6106 (collect), Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-1862
(collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll free)
or (704) 410-4760 (collect). D.F. King & Co., Inc. is the tender and
information agent for the Tender Offers and can be contacted at (800)
967-4617 (toll-free) or (212) 269-5550 (collect).

This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the Notes
and the Tender Offers do not constitute offers to buy or the
solicitation of offers to sell the Notes in any jurisdiction or in any
circumstances in which such offers or solicitations are unlawful. The
full details of the Tender Offers and related consent solicitations are
included in the Offer to Purchase. Holders of the Notes are strongly
encouraged to read carefully the Offer to Purchase, including materials
incorporated by reference therein, because it contains important
information. The Offer to Purchase may be obtained from D.F. King & Co.,
Inc., free of charge, by calling toll-free at (800) 967-4617 (bankers
and brokers can call collect at (212) 269-5550) or emailing [email protected].

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of the federal securities laws. Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are beyond
the control of the Company. These risks include, but are not limited to,
the Company’s ability to complete any of the Tender Offers and the
related consent solicitations and reduce its outstanding indebtedness
and the other risks identified in the Offer to Purchase, the Company’s
Annual Report on Form 10-K and its other filings with the Securities and
Exchange Commission. Investors are cautioned that any such statements
are not guarantees of future performance and that actual results or
developments may differ materially from those projected in the
forward-looking statements. The forward-looking statements in this press
release are made as of the date hereof, and the Company does not
undertake any obligation to update the forward-looking statements as a
result of new information, future events or otherwise.

About Devon

Devon Energy is a leading independent energy company engaged in finding
and producing oil and natural gas. Based in Oklahoma City and included
in the S&P 500, Devon Energy operates in several of the most prolific
oil and natural gas plays in the U.S. and Canada with an emphasis on
achieving strong returns and capital-efficient cash flow growth. For
more information, visit www.devonenergy.com.

Contacts

Devon Energy Corporation
Investor Contacts
Scott
Coody, 405-552-4735
Chris Carr, 405-228-2496
Media
Contact
John Porretto, 405-228-7506