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Devon Energy
Annual Report 2006

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FY2006 Annual Report · Devon Energy
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Devon Energy 
2006 Annual Report

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oisKaren BlomstedtKathy BloodworthLloyd BloomerGarry BlouinJim BlountKathy BlountAdam BlytheDale BoatwrightKathy BoazGary BockMary-Ellen BodkinAlvin BoehmeEarl BoganeyMary BogleSusanne BogleBetty BohanLenard BohnkeGerald BoisvertEmile BoivinTeresa BoldmanRandy BollesDale BolsterBecky BondThomas BondarukSpencer BondickWade BondsAnthony BoneDan BonertzAmber BonneyJennifer BonoPeter BoogersDiana BooherGarrett BoomgaardenAlan BoothSandy BootheBrian BordelonJana BorenDalton BorleEva BorregoMichael BorstDavid BoschJim BosleyFred BossChad BostickShawna BostickRick BottMike BoucherLarry BoudreauxWayne BoudreauxMelany BoughmanGeorge BouquinBrenda BourdonJerry BourneJohn BowenDru Bower-MooreLance BowersGary BowkerGreg BowlingBrandon BowmanBrent BowmanCampbell BowmanJohn BowmanLaureen BowmanScott BowmanWilliam BownessRobert BoyceAnn BoydCarl BoydPauline BoydAaron BoyerRoger BoykinCaryn BoykoChristopher BoykoKelly BoyleDave BozemanKevin BradburyRobert BraddockMartin BradfordAaron BradleyAngela BradleyDerek BradleyMark BradleyMike BradshawGreg BradyTravis BradyVaughn BraggConnie BranchJohn BrandSheila BranhamJerrid BrannKelley BraseltonCharlie BrasharesBobby BrassellStephanie BrassovanGlendora BraudKeith BrawdyShawn BrayTess BrayBobby BrazierKory BreauxRicky BreauxCynthia BrenemanPaul BreretonDwayne BreshearsJames BrewerDeborah Brewster-LindauerRandy BrezinskiAlex BridgeJaime BridgesBob BridgewaterDoug BridwellDave BriereRichard BrietzkeKathryn BriganceGreg BrigdenBobby BriggsDeborah BrightMichael BrightwellBill BrimmerKenneth BrinsonHector BritoBrian BrittonDavid BroaddusArmand BrochuDonald BrockGerald BrockmanKathy BrodeurMitchell BroganStacy BroganJane BronnenbergMike BrooksDaryl BrostCaren BrouilletteDana BroussardHarold BroussardHarold BroussardKirk BroussardRobert BroussardSaul BroussardKaren BrowerCalvin BrownDavid BrownDean BrownDonna BrownDonnita BrownJeremy BrownKimily BrownLeroy BrownMichael BrownMike BrownMurray BrownPatrick BrownRobert BrownAmber BrowningOwen BroylesJason BruceKenneth BruceMike BruceMonty BrucePat BruceLynda BruckerCaroline BruggencateJean BruleDebbie BrummettDan BrundigeTiffany-Rose BruneauCurtis BrunelleGerald BruntRonald BruntBarbara BryantDoyle BryantAdam BrysonAlvis BrysonGary BucekStephanie BuchananSteve BuchananMike BuchholzJeannie BucklesShirley BucknerDerrick BuddenByron BueChad BulkleyDouglas BullickJack BullionCheryl BumpasGaylan BunasJimmy BunnJohn BuoyClay BurchamGlenn BurchnallShanica BurdexKit BurdickCody BurdineMichelle BurgardGary BurgessJeremy BurkhardtJenna BurkinshawYvonne BurlesonTimothy BurnellJosh BurnettMatt BurnettSteve BurnettValerie BurnopCollin BurnsJane BurnsJulie BurnsStephen BurnsTodd BurnsRobert BurnsideBruce BurrCharlean BurrisMichele BurtchRobert BurtnettCampbell BusbyChris BusbyJay BuschBilly BushBob BushTodd BushKaren BustosJamie ButlerMurray ButlerRobert ButlerTy ButlerLorrie ButtErnie ButtrossJennifer ButtsForrest BuxtonMichael ByersDavid ByrdJustin ByrneJames CabeWarren CadrainSusie CaffreyMarian CaggianoJanelle CahillGraham CainJim CalbeckJanet CalderLaura CalderwoodJosh CaldwellScott CaldwellTom CaldwellLeigh Ann CalesSheldon CallioRalph CalveOrlando CalvinhoJosh CameronMichael CameronRobert CameronDoug CampbellJamaine CampbellPhillips CampbellRandell CampbellSteven CampbellWendell CampbellEnrique CamposMelissa CangleyStefanie CannonGonzalo CanoCynthia CantrellRoland CantuBambi CappelleBernie CaracenaTarquin CaraherJoy CaramTimothy CardenasAlex CardinalDuane CardinalLorraine CardinalTania CareyBruce CariensBrian CarlsonDarrel CarlsonMark CarlsonRandy CarlsonTerrance CarlsonTerry CarltonArthur CarmanGerald CarmanJackie CarmoucheAmy CarpenterJohn CarpenterTim CarpenterArnold CarperWesley CarrRonnie CarreDavid CarrilloHector CarrizalesKathy CarrizalesMarla CarrollClayton CarsonTanya CarsonKathy CartenAlex CarterDaniel CarterDoug CarterJonathan CarterLarry CarterMark CarterMarvin CarterTracy CarterGary CartwrightDuane CarverDeborah CasaresJohn CaseyTana CashionPatty CasonTim CasonKevin CasperNanci CassardDolly CastilloFrank CastilloJaime CastilloJoe CastilloMorris CastleIrma CastroMelisa CastroRonald CatchickB.J. CatheyCameron CatlinDan CatlinLiz CatlinAngelia CaughlinPaul CaughlinSuzanne CavalheiroEd CavalierClay CavasosMichael CavazosTeresa CavazosVeronica CavazosJoanne CaveJean CavesTerry CavesWayne CawthornCarrie CazesKim CazesChuck CecilBetty CesnikMark C’HairCarl ChaissonJohn ChakalisJohn ChalmersRoy ChamberlainLinda ChambersRandy ChambersLewis ChampagneCarol ChanCharles ChanDenis ChanDenise ChanVincent ChanTroy ChandlerJerry ChaneyChristy ChapmanKay ChapmanSamantha ChapmanRoger ChaputBruce CharchukElkan CharikarElana ChaschinRay ChatelainDave CheezumJanet ChelfDorothy ChenCraig ChenowethMichael CherewkoBruce CherniakSteven ChesherBeryl ChesterJ.P. ChestermanScott ChevesLily ChewRon CheyneKen ChibaJanice ChildersRonald ChildreMarian ChinJake ChipiukLloyd ChipmanPamela ChiuRichard ChoateJim CholkaLeonard ChowWillie ChowAdam ChrismanKent ChrismanJoel ChristalBrad ChristensenTim ChristensenWayne ChristianSue ChristiansonBruce ChristieCarol ChristieRobert ChristiePete ChristmasNathan ChristmonJeremy ChristophersonLifu ChuJeanine ChubbsGrace ChungWillie ChungDavid ChurchJames ChyzykWarren CieszeckiRobin ClaneyBruce ClardyDavid ClarkJimmy ClarkLeroy ClarkLindsey ClarkMery ClarkPam ClarkRandy ClarkRichard ClarkRocio ClaybonLeon ClaypoolDarlea ClaytonRobert ClaytonGeorge CleaseBryan ClemPam ClementLloyd ClementsJack ClevengerStephen CliffLuci ClineSandra ClineDon ClouseJoy ClymerMike ClyneAlan CoadThomas CoanAndy CoatesJason CobbKevin CobbLee CobbMarjorie CobbTed CochraneMichael CockrellBill CoffeyRonald CogganLarry CogginsDeborah CoheeMartin CohenDoug CohrsJimmy CokerBarb ColacoFloyd ColbertJean ColbertRon ColbertBarbara ColeBob ColeDale ColeRobby ColeRobert ColeSam ColeRick ColemanJutta ColhounShannon ColleCharlotte CollettDon CollierLeann CollierDustin CollinsMaria CollinsMike CollinsRandy CollinsJolene ColpittsMeggan ColpittsEddie ColvinDavid ComanAllison ComeauGlen CommanderBehtaz Compani-TabriziTammie ComptonBobby CongerAlan ConnellLauren ConnellTerry ConnellAllen ConnerTony ConnerJoseph ConnorsHenry ContrerasFrank Contreras VegaJay ConwayShannon ConwayStephen ConwayScott CoodyDanny CookDavid CookJaron CookLarry CookMike CookNeill CookPhil CookRicky CookWilliam CookLorelee CookeSharen CookeClaire CooleyAndy CoolidgeCraig CoombesLloyd CoonanAshley CooperBeverly CooperLoretta CooperLori CooperMark CooperTeresa CooperDanielle CootsKelly Russell CopeAnne CorbetChantal CorcueraJim CorkenKelly CorkenCarl CormierRoosevelt CormierShane CornelisonBarbara CornellFred CornellIvan CornelssenJustin CornetBob CornwellPierluigi CorradiniJeff CorsonAdrian CortezElizabeth CostelloMichael CottrellDiane CouillardJames CoulterLee CourangeJohn CoveyOlga CovingtonKelly CowanDana CownsBarbara CoxBen CoxFrans CoxGrant CoxLaDonna CoxLinda CoxRonald CoxValerie CoxTimothy CrabtreeCab CraigChristopher CraigJim CraigMark CraigPam CraigStaci CraigCarolyn CrainGail CramerRobert CrappellDarwin CrawfordRichard CreeTimothy CrespyRickie CrewsKim CrillyClarence CrippenTrent CrippenErnest CriswellJohn CrockerLinda CrockerDavid CrockettShelly CrokerJames CromerBrooke CropperHugh CrosbieJonathan CrosbyJudy CrosbyMaurice CrosbyRandy CrossSkip CrossWilliam CrossmanShar CrouchMike CrowleyDon CruickshankRandy CruickshankPaul CullenDon CulpepperJustin CulpepperTom CunninghamWalter CunninghamElena Cupac-CingelDebbie CurleeEarl CurnutteAndrea CurrieJason CurrieRaymond CurrierDavid CurryDean CurryJulie CurtisPatty CutbirthDouglas DahmannDrew DahmannChristine DaigleJennifer DaleRosalind DamerLarry DamervalDoug DamonDwayne DancyAnn DanielJeff DanielMisti DanielBryant DanielsJamie DanielsTim DanielsAngie DannaRandy DarbonneJo-Ann DArcangeloEarnest DarceyKunle DareCourtenay DarrowGillian daSilvaPaul DaSilvaJena DaughheteeTommy DauphineHank DavidChad DavidsonHoward DavidsonJeremy DavidsonRobert DavidsonAlan DaviesMarilynn DaviesCarlos DavilaBarry DavisBrandon DavisChristopher DavisClint DavisDaniel DavisDebbie DavisGretenal DavisHarold DavisJanna DavisJeff DavisJesse DavisKathy DavisKelly DavisL.T. DavisLarry DavisLee DavisLuke DavisMike DavisMitch DavisNicole DavisRickey DavisShane DavisTom DavisBrett DawkinsTroy DawsonCarol DayGreg DayJennifer DayMark DayMitch DayRobert DayMeridith De GrootCarlos De Los SantosKevin Deacon-RosamondMichael DeanMichele DeanSheila DeasonKati DeatonParry DeBusschereDon DeCarloColleen DechPhilip DechantBrad DeckerHermis DecoteauEddie DeculusBrian DedmonJudith DeedsClayton DeeringDavid DeeringWade DeesStephen DeetzGeorge DekerlegandTroy DelahoussayeMarianne DelaneyKevin DeLayJesse DelcambreGerard DeLeeuwOscar DeleonJaime DelunaMadonna DemasSteve DemecsTeresa DeMillianoWilbert DemouchetRoy DenisonDevin DennieW.A. DennisDan DensonGlenda DensonTommy DentonMark DerouenRonald DerouenCory DesantisGuy DesaunoyScott DesmaraisIsaac DeVilliersLarry DewettElma DiazCarolyn DibelloJerry DicharryBrian DickKelley DickensCraig DierkerHarry DietrichJay DietrichPaul DiffenderferDennis DildayJohnny DillardRalph DillardJohn DillinderDavid DillonLeslie DimionNguyen-Hoa DinhTish DinsmoreSteve DionneHelen DiserensJohn DistasoJames DixonObie DjordjevicRoger DlugoszJudith DobbinJanice DobbsNelson DobbsGreg DoddHomer DoddLilly DoddRichard DoddsEddie DodsonBev DoigJames DonaghyAlan DonaldsonDanny DonaldsonRaymond DonaleshenJohn DonohoeTodd DonowhoNerry DooleyRobert DooleySusan DorieMatt DornanRad DorrisCatherine DortchRichard DoucetBarbara DoughertyBill DoughertyPatricia DouglasNick DovedanMatthew DowdCliff DowdenDeborah DowdyGeorge DowdyStacy DowningAnne DownsThomas DowsleyGerhard DrakeMelanie DraperRob DresslerDrina DrummondTim DrysdaleTracey DubeJohnny DuboisTed DuboseDerrick DubyNicole DudaErin DuerichenCharles DuffeyLuanne DuffyLynn DugasRoland DuhonDebra DukeChristopher DumanowskiJanette DumasJoel DumasMeri DunawayRobert DunawayAlec DuncanDavid DuncanDavid DuncanFredi DuncanBob DunckleyMelanie DunhamMilton DunlapAndrew DunleavyChris DunnElizabeth DunnRaymond DunwaldKevin DuplantisHarold DuplechinStephanie DupuieBarney DupuisRui DuqueErnest DuranPatrick DurandMark DurkeeBecky DurrettJason DutchakSteven DutcherScottie DuvallCary DwyerRandall DyckCecil DyeDarrell EaglesDavid EamonRichard EarlesJanell EasleyKen EasonTodd EasonDarryl EastLes EatonSuzanne Eaves-BunchDana EberhardtTainialynn EbrechtDonald EckfordPriscilla EddyMatthew EdgelowJohn EdigerJanice EdmistonGloria EdmondsEdwin EdwardsKristin EdwardsLauren EdwardsLeah EdwardsMarie EdwardsRex EdwardsRobert EggertMark EhrhardChristy EichholzDennis EisnerRon ElbrechterLoyd ElkinsRonald ElkoMichael ElledgeTim EllerBrent ElliottCarl ElliottClay ElliottDavid ElliottRicky ElliottRobert EllisKevin EllisorFranceaz ElmanGavin ElsleyElizabeth ElsonDarrell ElyAlice EmersonJessie EmersonDale EmeryTim EnderlinDanielle EndsleyBrian EngelNancy Engelhardt-MooreJerry EnglandHope EnglishMark EnglishMyles EnickeSarah EnixTodd EnnengaRonald EnslingerDonnie EppersonJudy EppersonMark ErbDale EresmanBradley EricksonDaniel EricksonTelann EricksonBrian ErwinMiguel EscobedoBrenda EskelsonRhoda EsmilioReed EstesSusan EstesSteven EthridgeJ.R. EubanksMarcus EubanksDonnie EuperAimee EvansBeverly EvansDanny EvansDarlene EvansPaul EvansPeter EvansShellie EvansSteve EvansJay EwingJohn EzekweDean EzellMatthew EzellRaymundo FabelaMartin FabisSheila FahlDoyle FainDebbie FalckKaren FalconerJeremy FallinNicholas FanaiBob FantKeith FardyHamid FaridLance FarkasKaren FastJames FaulknerCarol FavorsRay FeatherstoneMira FederucciMitch FedricMark FehrmannKevin FeiselDonna FelgerElaine FeltLarry FeluxTyler FenleyLance FentieAngela FentonRandy FentonGrant FergesonCarol FergusonLorraine FergusonPeter FermorClay FernandezMike FeroliMark FessendenBrett FewellAndrea FieldEugene FielderMike FielderKathleen FieldsRon FieldsWarren FieldsWayne FieldsStuart FillerBobby FinchTrinity FincherSteve FineLisa FinleySteve FinnKevin FinnemanDon FippingerJessica FischerRon FischerDavid FishburnDavid FiteMichele FlaigAmy FlanaganLaurie FlanaganArlen FlatenDoug FlatenDuane FlathPenny FlathDiane FlemingPenny FlemingFrank FletcherMichael FletcherSharon FlorezRobert FlowerdayIlene FloydJason FluneyAmy FolsomBridget FontenetteCodi FontenotEugene FontenotJoe FontenotBrenda FonvilleLaura ForbesAlex FordKeith ForeMark ForestTeresa ForgueThomas ForrestSteve ForsterAvery FortenberryDavid FortenberryAllan FortierLouise FortierDavid FortnerBlake FosterBradley FosterBrent FosterRobert FosterWayne FournierCatherine FowellDorothy FowlerLeon FowlerCurtis FoxDonald FoxJay FoxJohn FoxMaryann FoxLeonard FoytG. Robert FraleighBart FraleySam FrancisTaryn FrancisCraig FrankDavid FrankWally FrankKevin FrankenberyHelen FranklinSandra FranklinAlex FranksRay FranksKevin FransonColin FraserDan FraserMargaret FraserMark FraserGeoffrey FrazerBilly FrazierVicki FrederickIan FreelandDustin FreemanShawn FreemanUwe FreibergLarry FreminAndy FreudenrichOliver FriersonGordon FriesenNancy FriesenChristine FrinscoDan FrisbeeDavid FriskeDale FritzStacie FugateTeresa FugittGeorge FulcoDavid FulfordPamela FulkHeather FullerPhyllis FullerBill FultonRobert FultonSteven FunderburkChris FurrhCarrie FyfeJay GabbardJohn GabertPhillip GabouryGwen GabrielKathy GabrielsonPolina GaddyRichard GafiukBeverley GageMarcel GagneBrandon GainerMervin GalbraithDanny GallenbeckStarleng GallopeJanet GallowayBlair GambleWaldemar GampKim GannVidya GannessMichelle GanttJose GarateTom GarbsJoe GarciaJoel GarciaJudith GarciaMichael GarciaRuben GarciaNorma Garcia-SlajerAl GardinerGeorge GardinerDoug GarrardHeather GarrettKelly GarrettLynn GarrettBarney GaryDouglas GaryMichael GaryAlberto GarzaErnest GarzaLamar GaspardDewayne GaughtClyde GautreauJudith GavanRaphael Gay-De-MontellaTim GaydosJ. Nick GeibDavid GeisLarry GelbaughOrry GelowitzCarol GennarelliKirk GenoCharles GentryDale GeorgeDavid GeorgeMircea GeorgescuRadu GeorgescuJeff GephartMartha GerdesJohn GerdingJohn Jr GerichKirk GerichJohn GerlitzKen GermanMark GermanTaylor GermanDavid GermscheidMichal GerovStan GerowRod GertsonStan GeurinNick GibbensRosalind GibsonTatiana GibsonTina GibsonHeidi GiesbrechtMark GiesbrechtDarrell GilbertEd GilbertVicky GillespieRussell GillettCarolyn GilleyAngela GingeraDeena GirdnerPaul GirouardRichard GirouxCarola GiudicelliJan GlasgowEd GlassRay GlidewellDavid GloverAndre GodinJeff GoffinKris GoforthPatrick GohlkeSherman GoinesDiana GoldsteinKaren GolonkaFrancis GomesAlma GomezJesse GomezLawrence GomezAlbert GonzalesTerry GonzalesAbraham GonzalezMagdalena GonzalezPilar GonzalezKevin GoodCraig GoodallKrystal GoodmanCraig GoodrichLana GoodrichRickey GoodsonJohn GoodspeedShannon GoodwinAlan GopenEdward GordenShane GordonWendy GordonJason GossMark GossShawn GossJennifer GottschPaul GouldPhilip GouldDarrin GowingKerri GrabowskyCameron GraceTim GraffAnthony GrahamCandi GrahamGary GrahamJennifer GrahamJohn GrahamSean GrahamVeronica GrahamJannette GranstaffGreg GrassellDean GravesGalen GrayJason GrayKen GrayLeslie GrayStephanie GreaserVicki GreearAllan GreenBill GreenClayton GreenEarl GreenGregory GreenLarry GreenMonica GreenPaul GreenSuzanne GreenSylvia GreenTim GreenDale GreenfeatherAlan GreenfieldMichael GreenhowBill GreenleesRyan GreerNicholas GreggBetty GregoryJ.R. GregoryMatt GregoryLee GreinerGlenn GreshamMark GreskoMark GressEvelyn GreyVince GribbleMichael GriffinJoel GrillotAaron GrimeauRhonda GrimesJason GrimmMark GrinnellLauren GrissomLetitia GroceKarin GroepperAaron GrossAlbert GrossJonathon GrossMary GrossEric GrossmanJoe GrossmanJohn GroundsRoxanne GrovesSam GrovesJoan GrozellDoug GrubbMichelle Guanzo-ReyesCaroline GuaySonya GuentherJesse GuerreroRaquel GuerreroGary GuerrieriJoel GuichardCathy GuidryChristopher GuidryWendell GuidryFloyd GuilloryMiller GuilloryJeff GuillotJay GuilmetteJanice GunnGeorge GurrEric GuruleEd GusemanElham GushtasbiJeff GussieStacey GustafsonLinda GuthrieMike GutkoskiVeronica GuzmanThu Ba HaDebra HaalandJason HaasZiad HaddadSteve HaddenJim HagerTeresa HagerZack HagerKelly HaggAdina Hagi-MemetApril HagueAllison HahnMelvin HakesRick HaleNancy HaleyAmos HallBrad HallDavid HallJames HallJeff HallKay HallPaula HallRobin HallockTroy HalsallBev HalterJackson HalterJason HamelPercy HamiltonRandy HamiltonSarah HammondDavid HamonBlaine HamptonSteve HamrickWayne HanTim HancsicsakRusty HandTim HandJoe HandleyWes HandleyHerman HandstedeMichael HankinsReagan Hanksresource 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14	

Letter	to	Shareholders	
Chairman	and	CEO	Larry	Nichols	looks	back	on	the		
accomplishments	of	2006	and	shares	his	outlook		
for	the	future.
Five-Year	Highlights		
A	table	of	key	financial	and	property	data	from	the	
past	five	years.
Community	Outreach	
We	discuss	key	initiatives	that	strengthen	communities		
and	enhance	our	operations.
Environmental	Partnerships
We	review	conservation	programs	that	benefit	the		
environment	and	improve	our	efficiency.

18	 Management’s	Q&A	

22	

Management	responds	to	investor	questions.
Exploration	and	Production	Resources		
A	discussion	of	significant	oil	and	gas	properties.	

27	 Operating	Statistics	by	Area	
11-Year	Property	Data	
27	
Key	Property	Highlights
28	
33	
Index	to	Financials
102	 Directors	&	Senior	Officers	
104	 Glossary
105	

Investor	Information	
and	Stock	Performance

Devon’s	employees	are	our	most	valued	resource.	The	names	of	each	
of	our	4,692	employees	are	printed	on	the	inside	front	cover	and	on	
pages	6	and	32	of	this	annual	report.

Resource Full,	the	theme	of	this	annual	report,	was	inspired	by	an	
entry	from	Karen	Price	in	Devon’s	Portland,	Texas,	field	office.	Nearly	
1,200	entries	were	submitted	by	employees	in	our	annual	contest	to	
select	the	theme.

Corporate Profile  Devon	is	one	of	North	America’s	leading	independent	
oil	and	gas	exploration	and	production	companies.	Devon’s	operations	are	
focused	primarily	in	the	United	States	and	Canada;	however,	the	company	
also	explores	for	and	produces	oil	and	natural	gas	in	select	international	
areas.	We	also	own	natural	gas	pipelines	and	treatment	facilities	in	many	of	
our	producing	areas,	making	us	one	of	North	America’s	larger	processors	of	
natural	gas	liquids.	Devon	is	included	in	the	S&P	500	Index	and	trades	on	the	
New	York	Stock	Exchange	under	the	ticker	symbol	DVN.



	
	
	
	
	
	
	
	
	
	
	
	
Letter to Shareholders

J. LArry NiChoLS
CHAIRMAn	AnD	CHIEF	ExECutIvE	OFFICER

Dear	Fellow	Shareholders:	2006	was	a	year	of	outstanding	achievements	for	Devon.	Earnings	per	share	
and	cash	flow	from	operations	reached	new	highs.	We	increased	oil	and	gas	reserves	to	the	highest	
levels	in	our	history,	and	we	made	important	strides	in	both	high-impact	exploration	and	low-risk	
development	projects	that	will	fuel	Devon’s	future	growth.		

Gulf of Mexico Success Brings Worldwide Acclaim

The	operational	high	point	of	our	year	was	the	successful	production	test	of	the	Jack	No.	2	well	in	the	Gulf	of	Mexico’s	Lower	Tertiary	trend.	During	
testing,	the	Jack	No.	2	well	flowed	6,000	barrels	of	oil	per	day	from	just	40%	of	the	hydrocarbon-bearing	column.	The	results	indicate	that	Lower	Tertiary	
reservoirs	will	produce	at	high	rates	providing	compelling	evidence	that	Devon’s	deepwater	Lower	Tertiary	reservoirs	can	be	profitably	developed.	

When	Devon	and	co-owners	Chevron	and	Statoil	released	news	of	the	Jack	test	on	September	5,	2006,	the	world	awoke	to	the	tremendous	potential	
of	the	Lower	Tertiary	trend.	Pundits	applauded	it	as	a	major	new	energy	source	for	the	United	States.	Some	called	it	the	biggest	find	since	Prudhoe	Bay.	Time	
will	judge	the	accuracy	of	such	predictions,	but	we	believe	Devon’s	proprietary	position	in	the	Lower	Tertiary	could,	over	time,	double	or	even	triple	Devon’s	
current	proved	reserve	base	of	2.4	billion	oil-equivalent	barrels.

The	media’s	excitement	and	the	investment	community’s	favorable	reaction	to	the	Jack	announcement	were	gratifying	and	validated	the	merits	of	
Devon’s	long-term	growth	strategy.	We	have	invested	more	than	$2	billion	over	the	past	five	years	in	high-impact,	multi-year	exploration	projects.	By	their	
very	nature,	we	knew	these	projects	could	not	deliver	oil	and	gas	reserves,	production	or	revenue	in	the	near	term.	However,	we	believed	the	short-term	
sacrifice	required	to	make	these	investments	would	be	well	worth	the	longer-term	rewards.	These	investments	will	provide	Devon	and	its	shareholders	with	
a	steady	stream	of	development	projects	over	the	next	decade.	

Brightening	the	glow	of	success	following	the	Jack	test	was	the	added	satisfaction	of	our	fourth	significant	Lower	Tertiary	discovery.	This	discovery,	
known	as	Kaskida,	appears	to	be	even	larger	than	Jack	and	also	larger	than	our	first	two	Lower	Tertiary	discoveries,	Cascade	and	St.	Malo.	Furthermore,	
Kaskida	extends	the	Lower	Tertiary	play	into	the	deepwater	Keathley	Canyon	federal	lease	area	where	we	hold	12	additional	exploratory	prospects.

With	four	discoveries	out	of	six	attempts,	our	early	success	ratio	in	the	Lower	Tertiary	is	exceptional	by	historical	standards.	While	we	cannot	count	on	
this	level	of	success	going	forward,	it	demonstrates	that	our	seismic	interpretation	approach	and	depositional	model	for	the	Lower	Tertiary	are	working	well.	
We	attribute	this	success	to	the	skill	and	preparation	of	our	highly-seasoned	deepwater	exploration	teams.

We	doubled	our	working	interest	in	the	Cascade	discovery	to	50%	in	2006	and	reached	a	decision	to	commercially	develop	the	project.	Cascade	will	
likely	be	the	first	development	in	the	Gulf	of	Mexico	to	employ	an	FPSO,	or	floating	production,	storage	and	offloading	vessel.	FPSO	technology	allows	for	
the	production	of	large	oil	reservoirs	currently	beyond	the	reach	of	existing	pipelines.	Our	current	plans	call	for	Cascade	to	begin	producing	oil	in	late	2009.



Over	the	next	several	years	we	will	explore	other	Lower	Tertiary	prospects	with	the	aim	of	extending	our	impressive	string	of	discoveries.	We	will	
also	drill	appraisal	wells	to	further	define	and	quantify	the	prizes	we	have	found	to	date.	These	activities	will	provide	the	information	necessary	to	move	
these	projects	into	the	development	and	production	phases.	Engineering	and	marketing	plans	for	Jack	and	St.	Malo	could	be	finalized	this	year	with	first	
production	in	the	2011	to	2013	time	frame.	

Our	mounting	success	in	the	Lower	Tertiary	trend	and	other	areas	in	North	America	caused	us	to	re-examine	the	high-impact	exploration	segment	of	
our	portfolio.	In	2006,	we	made	the	decision	to	divest	our	assets	in	Egypt,	and	early	this	year	we	announced	plans	to	exit	West	Africa.	By	doing	so,	we	have	
the	opportunity	to	further	refine	our	focus.	We	believe	we	can	redeploy	our	technical	and	financial	resources	from	Africa	more	effectively	to	other	parts	of	
our	business	that	can	generate	reserves	and	production	growth	more	quickly.	We	expect	to	apply	the	proceeds	of	our	African	asset	sales	to	invest	in	new	
projects,	strengthen	our	balance	sheet	and	repurchase	shares	to	further	enhance	value	per	share.

Previous investments Coming on Strong 

Successful	exploration	projects	ultimately	move	into	the	development	phase.	In	2007,	we	expect	to	achieve	first	production	from	three	multi-year	
development	projects:	Polvo,	Merganser	and	Jackfish.	These	projects	are	in	addition	to	the	full	year	of	increased	production	we	will	receive	from	the	ACG	
field	in	Azerbaijan.	Devon’s	oil	production	from	ACG	increased	dramatically	in	the	fourth	quarter	of	2006,	and	we	expect	it	to	average	more	than	30,000	
barrels	per	day	in	2007.

Offshore	Brazil,	we	are	on	track	to	deliver	first	production	in	mid-2007	from	our	2004	Polvo	oil	discovery.	Construction	and	fabrication	of	the	$380	

million	Polvo	facilities,	in	which	Devon	has	a	60%	working	interest,	progressed	throughout	2006.	

We	have	now	completed	most	of	the	work	necessary	to	bring	our	50%-owned	deepwater	Merganser	natural	gas	field	on	production	in	2007.	
Merganser,	a	2001	discovery,	should	begin	producing	into	the	Independence	Hub	in	the	eastern	Gulf	of	Mexico	around	mid-year.	Moored	in	8,000	feet	of	
water,	the	Independence	Hub	host	facility	will	establish	a	water-depth	record	for	Gulf	gas	production.	Together,	Merganser	and	Polvo	will	add	about	35,000	
oil-equivalent	barrels	to	Devon’s	net	daily	production	when	fully	operational.

In	Canada,	the	100%	Devon-owned	Jackfish	thermal	oil	sands	project	is	on	schedule	to	begin	producing	in	late	2007.	Jackfish	uses	steam-injection	
technology,	and	Devon	will	be	the	first	U.S.-based	independent	producer	to	complete	such	a	project	in	Canada.	When	fully	operational,	we	expect	the	initial	
phase	of	Jackfish	to	produce	about	35,000	barrels	of	oil	per	day	for	20	years	or	more.	In	addition,	we	are	in	the	later	stages	of	evaluating	a	look-alike	project	
on	adjacent	acreage	that	would	double	Jackfish	production	to	70,000	barrels	per	day.

Elsewhere	in	Canada,	we	have	elected	to	cut	back	on	capital	allocated	to	conventional	natural	gas	projects.	Rising	costs	in	Canada,	accentuated	by	the	
strengthening	Canadian	dollar,	have	hurt	gas	drilling	economics.	We	expect	this	situation	to	correct	itself	in	the	next	year	or	so.	Until	then,	we	will	allocate	
our	capital	to	other	North	American	project	areas	where	upward	cost	pressures	have	been	less	intense.	

U.S. onshore Projects Add Stability and Growth

High-impact	exploration	is	only	part	of	Devon’s	long-term	growth	strategy.	Repeatable,	low-risk	onshore	oil	and	gas	drilling	is	another	important	
component.	Notably	in	2006,	we	substantially	strengthened	our	position	in	the	Barnett	Shale,	the	largest	gas	field	in	Texas.	The	$2.2	billion	acquisition	of	
Chief	Holdings	in	June	extended	Devon’s	lead	as	the	top	acreage	holder	and	gas	producer	in	the	field.	We	expect	to	increase	net	gas	production	from	our	
736,000	Barnett	Shale	acres	to	about	one	billion	cubic	feet	equivalent	per	day	in	2009.	To	put	this	in	perspective,	one	billion	cubic	feet	per	day	is	enough	
natural	gas	to	heat	more	than	five	million	homes	and	represents	about	2%	of	total	U.S.	natural	gas	production.

We	drilled	our	600th	horizontal	well	in	the	Barnett	Shale	in	2006,	and	the	most	recent	of	those	wells	were	drilled	with	new	generation	rigs	that	can	

drill	wells	more	quickly,	safely	and	efficiently.	Our	2006	activity	drove	Devon’s	Barnett	Shale	production	up	more	than	25%	during	the	year	to	over	700	
million	cubic	feet	per	day	in	December.	

	The	Barnett	Shale	is	our	largest	asset,	but	it	is	just	one	of	many	in	the	United	States	and	Canada.	About	89%	of	our	total	oil	and	gas	production	in	
2006	came	from	North	America,	where	we	drilled	2,427	wells	with	a	98%	success	rate.	Devon	is	the	largest	U.	S.-based	independent	producer	in	Canada	
and	a	leading	producer	in	the	states	of	New	Mexico,	Montana,	Wyoming	and	Texas.	



AverAge Price Per Boe
($ per Bbl)

eArnings Per shAre 
($ Diluted) 

41.51

39.48

6.34

6.26

29.92

25.93

17.61

4.38

4.04

0.30

net cAsh Provided By 
oPerAting Activities
($ Billions)

6.0

5.6

4.8

3.8

1.8

  02 

03 

04 

05 

06

  02 

03 

04 

05 

06

  02 

03 

04 

05 

06

Devon’s realized price for oil and gas 
climbed to $41.51 per equivalent barrel in 
2006. This enabled the company to earn a 
record $6.34 per share and drove cash flow 
to a record $6 billion.

Production Growth Today and Tomorrow

What	does	all	this	operational	success	mean?	First,	it	means	significant	production	growth.	We	forecast	production	from	continuing	operations	in	2007	at	

219	to	221	million	oil-equivalent	barrels,	excluding	any	production	from	the	properties	in	Africa	that	we	intend	to	divest.	This	is	a	10%	increase	over	the	200	
million	oil-equivalent	barrels	we	produced	in	2006,	without	Africa.	We	also	anticipate	about	a	10%	sequential	production	increase	again	in	2008.

Operational	success	also	means	growth	in	oil	and	gas	reserves	in	the	ground	to	be	produced	in	future	years.	We	added	427	million	equivalent	barrels	
from	successful	drilling	in	2006.	This	does	not	include	any	contribution	from	the	major	discoveries	we	have	made	in	the	Lower	Tertiary	trend	or	additional	
development	in	the	Jackfish	area.	The	reserve	additions	for	the	Cascade,	Jack,	St.	Malo	and	Kaskida	projects,	as	well	as	any	additional	discoveries	in	the	Lower	
Tertiary	trend,	will	be	recorded	in	future	years.	And	Devon’s	Lower	Tertiary	inventory	of	untested	deepwater	Gulf	of	Mexico	prospects	represents	billions	of	
additional	barrels	of	potential	resources.	

Focused on Performance

Rising	costs	are	a	challenge	throughout	the	oil	and	gas	industry.	Competition	for	services,	supplies	and	personnel	are	reflected	in	higher	costs	and	tighter	

profit	margins.	Amid	these	challenges,	Devon	again	delivered	an	outstanding	financial	performance	in	2006.	Net	earnings	topped	$2.8	billion	and	per	share	
earnings	reached	$6.34,	the	highest	level	in	our	history.	Devon	also	continues	to	generate	healthy	levels	of	cash.	Cash	flow	from	operations	reached	$6	billion	in	
2006,	another	all-time	high.

Exploration	and	production	of	oil	and	natural	gas	requires	high	levels	of	capital	investment.	We	invested	more	than	$5	billion	on	exploration	and	
development	projects	in	2006	plus	$2.2	billion	in	the	purchase	of	the	Chief	properties.	We	plan	to	invest	up	to	$5.3	billion	on	exploration	and	development	
projects	in	2007.	Ours	is	a	capital-intensive	business,	and	Devon	is	committed	to	making	the	investments	necessary	to	remain	a	healthy	and	growing	company.

I	want	to	offer	a	note	of	special	thanks	to	Duke	Ligon,	senior	vice	president	and	general	counsel,	who	retired	in	January.	Duke	led	Devon’s	Legal	
Department	for	10	years,	and	we	will	miss	his	leadership	and	wise	counsel.	Lyndon	Taylor	has	joined	Devon’s	Executive	Committee	as	Duke’s	replacement.	
Lyndon	brings	to	Devon	more	than	20	years	of	legal	and	management	experience	and	is	a	welcome	addition	to	the	Devon	executive	team.			

As	we	enter	2007,	I	could	not	be	more	excited	about	Devon’s	future.	The	steps	we	took	early	in	this	decade	to	build	a	robust	pipeline	of	future	growth	
projects	are	paying	off;	we	have	the	deepest	inventory	of	investment	opportunities	in	our	history.	The	theme	of	this	report	is	Resource Full.	This	refers	to	how	
we	view	the	opportunities	ahead	of	us	and	the	capabilities	of	the	company	to	execute	those	opportunities.	It	also	reflects	the	creative	spirit	and	resourcefulness	
of	Devon’s	employees	and	business	partners.	It	is	these	attributes	that	have	put	the	company	in	the	enviable	position	that	we	are	in	today.		In	this	report,	you	
will	read	comments	from	a	variety	of	these	employees	and	other	stakeholders	about	Devon	and	its	core	values.	I	deeply	appreciate	the	thoughts	of	these	
contributors	and	the	positive	reflection	their	words	cast	upon	our	entire	organization.

J. LArry NiChoLS
Chairman	and	Chief	Executive	Officer
March	20,	2007



	
	
	
	
	
	
Five-year highlights

yeAr eNDeD DeCeMBer 31,  

2002 

2003 

2004 

2005 

2006 

FiNANCiAL DATA (1)		(Millions,	except	per	share	data)	

total	revenues	
total	expenses	and	other	income,	net	(2)		

Earnings	(loss)	before	income	taxes	

total	income	tax	expense	(benefit)	

Earnings	from	continuing	operations	

Earnings	(loss)	from	discontinued	operations	
Cumulative	effect	of	change	in	accounting	principle	

net	earnings	
Preferred	stock	dividends	

net	earnings	applicable	to	common	stockholders		

net	earnings	per	share:	

Basic	
Diluted	

	 Weighted	average	common	shares	outstanding:	

Basic	
Diluted	

Cash	flow	from	continuing	operating	activities	
Cash	flow	from	discontinued	operating	activities	
net	cash	provided	by	operating	activities	

Cash	dividends	per	common	share		
Closing	common	share	price	

DeCeMBer 31,  

total	assets	
Debentures	exchangeable	into	shares	of		
Chevron	Corporation	common	stock	(3)	

Other	long-term	debt	
Stockholders’	equity	
	 Working	capital	(deficit)	

ProPerTy DATA (1)	

Proved	reserves	(net	of	royalties)

Oil	(MMBbls)	
Gas	(Bcf)	
nGLs	(MMBbls)	

Oil,	Gas	and	nGLs	(MMBoe)	

$	

$	

$	
$	

$	

$	

$	
$	

$	

$	
$	
$	
$	

	4,316		
	4,450		
	(134)	

	(193)	
	59		

	45		
—	

	104		
	10		
	94		

	0.31		
	0.30		

	309		
	313		

	1,726		
28		
	1,754		

	0.10		
22.95	

	7,309		
	5,020		
	2,289		

	527		
	1,762		

	(31)	
	16		

	1,747		
	10		
	1,737		

	4.16		
	4.04		

	417		
	433		

3,771	
(3)	
	3,768		

	0.10		
28.63	

	9,086		
	5,810		
	3,276		

	1,095		
	2,181		

	5		
	—	

	2,186		
	10		
	2,176		

	4.51		
	4.38		

	482		
	499		

4,789	
27	
	4,816		

	0.20		
39.03	

	10,622		
	6,117		
	4,505		

	1,606		
	2,899		

	31		
	—	

	2,930		
	10		
	2,920		

	6.38		
	6.26		

	458		
	470		

	5,514		
	98		
	5,612		

	0.30		
62.54	

	10,578		
	6,566		
	4,012		

	1,189		
	2,823		

	23		
	—	

	2,846		
	10		
	2,836		

	6.42		
	6.34		

	442		
	448		

	5,936		
	57		
	5,993		

	0.45		
67.08	

2002 

2003 

2004 

2005 

2006 

	662		
	6,900		
	4,653		
	22		

	444		
5,836		
	192		
	1,609		

	677		
	7,903		
	11,056		
293	

	646		
	7,316		
	209		
	2,074		

	692		
	6,339		
	13,674		
772	

	585		
	7,493		
	232		
	2,065		

	709		
	5,248		
	14,862		
	1,272		

	640		
	7,296		
	246		
	2,102		

	727		
	4,841		
	17,442		
	(1,433)	

	708		
	8,356		
	275		
	2,376		

yeAr eNDeD DeCeMBer 31,  

2002 

2003 

2004 

2005 

2006 

Production		(net	of	royalties)

Oil	(MMBbls)	
Gas	(Bcf)	
nGLs	(MMBbls)	

Oil,	Gas	and	nGLs	(MMBoe)	

	42		
	761		
	19		
	188		

60	
863	
22	
226	

74	
891	
24	
247	

62	
827	
24	
224	

55	
815	
23	
214	

(1)	

(2)	
(3)	
n/M	

the	year	2002	excludes	results	from	Devon’s	operations	in	Indonesia,	Argentina	and	Egypt	that	were	discontinued	in	2002.	Devon	acquired	new	assets	in	Egypt	in	the	April	2003	Ocean	merger.		
the	years	2003	through	2006	exclude	results	from	operations	in	Egypt	that	were	discontinued	in	2006.	Revenues,	expenses	and	production	in	2003	include	only	eight	and	one-fourth	months	attributable	
to	the	Ocean	merger	and,	in	2002,	include	only	11	and	one-fourth	months	attributable	to	the	Mitchell	merger.	All	periods	have	been	adjusted	to	reflect	the	two-for-one	stock	split	that	occurred	on	november	15,	2004.
Includes	other	income,	which	is	netted	against	other	expenses.
Debentures	exchangeable	into	14.2	million	shares	of	Chevron	common	stock	owned	by	Devon.
not	a	meaningful	number.

	16,225		

	27,162		

	30,025		

	30,273		

	35,063		

16%	

LAST yeAr
ChANGe

—	
7%
	(11%)	

	(26%)
	(3%)	

	(26%)	
n/M	

	(3%)	
—
	(3%)	

1%	
1%	

	(3%)
	(5%)	

8%
	(42%)
7%

50%
7%

LAST yeAr
ChANGe

3%	
	(8%)	
17%	
	(213%)	

11%	
15%	
12%
13%

LAST yeAr
ChANGe

	(11%)
	(1%)	
	(2%)
	(4%)



	
	
	
	
	
	
	
	
	
	
 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
					
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
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Gregory LittleDebbie LittleGary LittleGordon LittleSara Little JimPeter LiuRobert LivelyW. Andrew LivingstonHenry LivingstoneWilliam LivingstoneJaimelyn LiwagTony LochBrian LockWoody LockhartJanell LodgeKent LoefflerDerek LofstromDiane LofstromDebbie LogelinRich LohnerDave LondonSteve LondonDavid LoneyDianna LongKaren LongYvonne Long-StarlingSandy LookabaughMichael LoParcoPamela LopasTy LopesNicole LopezDon LorsonGrant LosCharles LottErik LottermoserAmy LouWilliam LouderAlbert LouieRandy LouviereRussell LouviereJulia LoveRenee LoveNichole LoveyPeter LovieLanny LowDan LoweRyan LoweStephen LoweTrey LoweVance LowesLeonard LoyekBernie LucasBrenda LucyRichard LuedeckeTerry LuedkeJohn LuffStanley LuiAna LuistroPaul LukerAndy LumTerri LumanHelge LundChuck LundeenChristina LundgrenCorrine LungDick LunsfordTony LuomaDevin LuperBrad LuskCarol LustigPerry LutzRobert LuxGeorgia LykidisJustin LynchFrancis LyneMarianne LynnDiane LynnesLeeanne LyonMark LyonMike LyonVictor LyonsBrenda LytleDominic MaTracy MaCorey MacDonaldElaine MacDonaldJames MacDonaldMay-Lee MacDonaldPenny MacDonaldDuane MacgowanScott MacGregorDavid MachukTracy MacijukDeanne MackJonah MackayJerry MackeyPaxton MackeyAnne MacLeanElizabeth MacLeanGrace MacLeanMichael MacLeanRobyn MacLeanTodd MacLeanHugh MacLennanWarren MacPhailW. Reigh MacPhersonLee MadsenLee MaesOlga MagasLindsay MagdalenoBrenda MageeJan MaggardRaymond MaggioreHerb MagleyCatherine MagnanKevin MaguireMichael MaguireKyla MahLilac MahMimi MahVirgil MaierMagella MaillouxMichael MakinJay MalanowichLinda MalaskeZack MaleyKristen MalloryNick MalloryJillayne MaloPhyllis MaloneyTara ManbodhPeter ManchakBen ManekLois ManesDerold ManeyTracy ManfordPaul MangumGary MannKurt MannTommy MannCraig ManningJudy MansfieldJohn ManuelLinda MaranticaBurgess MarcantelDonna MarceauxGarry MarchWendy MarchAndrea MarchandRaymond MarchandSteven MarcksRobin MarcotteAlan MarcumRoy MarcyStephanie MarkCarol MarkellPaul MarkerRoss MarkowskiDavid MarksKenny MarkveDeona MarlarJohn MarlerConnie MarlowKimberly MarquisStuart MarriottKevan MarshTravis MarshGrant MarshallMarc MarshallSharon MarshallVernon MarshallPat MartellBruce MartinDennis MartinDonnie MartinHerb MartinJack MartinJeremy MartinJune MartinLavinia MartinMaria MartinMark MartinRick MartinRobbin MartinScott MartinScott MartinSteve MartinGerry MartineauSandra MartineauBenny MartinezMaria MartinezRudy MartinezKen MarxJorge MarzettiJim MashawChris MaskowitzSteve MasriRocky MassengaleCarol MasseyGarnett MasseyConnie MataMark MatalikKenneth MatchettJerry MathewsJames MatlockFred MattRay MattStephen MatthewsRandall MatychukPaul MaugerAndre MaurierRandy MaxeyMary MaximDonald MaxwellKelly MayPeggy MayCynthia MayaDon MayberryAllan MayderFrederick MayerRob MayeuxGlen MaynardKevin MaynardGary MaysMike MaysDonna MazurekJerry MazurekMark MazzoliniKelly McAdamsRobert McAdamsPerry McAlisterC. Rodney McArthurKevin McAulayMarylin McAulayStanton McAvoyNadine McCabeBrent McCaffreyDon McCallJim McCallumGwen McCartyKathy McCartyJohn McCaskillPat McCelveyBruce McClainLaurie McClainKyle McClellanGordon McClellandTiffany McClendonCraig McColloughBrian McComasBernard McCormickRandy McCormickRandi McCorquodaleDebra McCoyLesley McCoyWillie McCoyWill McCrocklinBrian McCullaghVanetta McCulloughHeather McCutcheonCarol McDanielDerrick McDanielMark McDanielCameron McDonaldCharles McDonaldDavid McDonaldDebra McDonaldJeff McDonaldJenelle McDonaldPam McDougallAlicia McDuffieRobbie McEachnieKelly McElhaneyIrene McEvoyJody McEwenLee McFarlandDean McGarryMaggie McGeheeBrandon McGinleyTodd McGlauchlinHelena McGoughSteve McGoughColin McGovernErnie McGowenGregory McGowenRoy McGowenJames McGregorScott McGregorDwain McGuireLynn McGuireMichelle McGuireLittle McGullionDavid McHargKeith McInroeGary McIntyreLouise McIntyreTerry McIverNeil McKeachnieVerna McKeanDanielle McKeeKyle McKeeVance McKeeDan McKeeverKathryne McKeeverBobo McKenzieNicole McKenzieKenneth McKibbenCurt McKinneyMichael McKinneyScott McKinneyShaleen McKinneySteven McLaughlinMatthew McLeanW. Jeffrey McLeanDonald McLeodTravis McLeodMike McMahanBilly McMillanJeanie McMillanMark McMillanRodney McNabbPhilip McNeilKyle McNeillJim McPheeDanny McPhetridgeCraig McPhieRobbie McPikeKaren McQuigganTim McTaggartJeff McVayRon McWhorterGlen McWilliamsNiles McWilliamsThad MeadorMichael MeansFran MearsSandra MecheTony MedleyBarbara MeekinsJudith MegliBalu MeharwadeJoseph MehringBetty MeixnerArturo MejoradoDave MelanconHarry MellafontAnna MeloJ. Dennis MelocheTeresa MendiazJorge MendozaGulanar MeraliKatie MerchantMonty MereckaPhillip MeredithMaryanne MerlockCharlene MerrillGerald MeshenKathryn MesiFrank MessaGregory MessnerTalbot MestayerRobert MetcalfTina MettingJohn MetzlerCraig MeyerEllen MeyerTravis MeyersMeagen MichaelSean MichalskiMark MichellAndrew MickleboroughMike MiddletonBrenda MilamCliff MilamPhil MilamAndrea MilesBill MileyThorin MileyBetty MillenBrad MillerCasey MillerDonna MillerFred MillerGary MillerJames MillerJanelle MillerKurt MillerKyle MillerLarry MillerLinda MillerMelissa MillerMichael MillerPatrick MillerReginald MillerRyan MillerYamoria MillerDon MillettKathy MillettDixon MillicanPeter MillmanDavid MillsDon MillsMichel MillsRandy MillsJason MilnerDane MiltonJose MinasKarlee MinkJohnny MintonChip MintyTravis MironElliott MiskaDewayne MisnerRebecca MissmanGregg MitchellLisa MitchellRandy MitchellRick MitchellStacey MitchellTrudy MitchellJerry MitchumJohnny MixonMichael MlcakClarence MoberlyAndy MobleyTodd MoehlenbrockBobby MogfordCecilia Mo-IrvingBryan MolaisonThomas MolaisonDelia MolinaRobert MollisonGwen MonarchDoug MonkEmma MontgomeryGerald MontgomeryMariLynn MontgomeryFrank MontheyRalph MontoyaIda MoodyMark MoodyMarian MoonDan MooneySteve MooneyBrent MooreBrian MooreDavid MooreDonna MooreDouglas MooreJosh MooreMarc MoorePatrick MooreShelley MooreTravis MooreTom MooresLutie MoraDanny MoralesOscar MoralesRay MoralesRuby MoranCarla MoraschRoy MoreheadVincent MorelandSteven MorencyColleen MorettiJosh MorganRory MorganTodd MorganWarren MorganBrenda MorgensenNicole MorissetteR. Peter MorissetteRod MorozBrian MorrisDavid MorrisGrant MorrisPhyliss MorrisDebbie MorrisonGreg MorrisonRodney MorrisonTracy MorrisonCharity MorrisseauFrederick MorrisseyDick MorrowDarrell MosbyFausto MoscaRobert MoserAnne MosesRobyn MoskMike MossNeil MossRochelle MoteKeith MottFrank MotyckaLorraine MounkesMichael MoutonKelly MowerCharles MowryChristina MoyBenjamin MoyeOscar MuellerMeg MuhlinghauseGeorge MullenSteve MullenTrent MullenMarius MullerJustin MullinaxJeremy MullinsVictor MundingPete MundyAmanda MunizFabian MunosSophia Munoz-GuzmanAurea MunroKim MunroMichael MunseyGeorge MunzingJeff MurphreeBarbara MurphyBob MurphyEd MurphyKenneth MurphyThomas MurphyTom MurphyJordan MurrayLloyd MurrayPatti MurrayPaul MurrayShawn MurrayTyler MurrayDavid MurrellRichard MyalDavid MyersJames MyersDavid NaasJohn NaborsGary NagorkaRick NagyAmi NaikEthan NallLarry NantzGary NashJeff NationMike NausTom NayShiraz NazeraliFrancis NazzalTraian NeacsuRandy NealRand NedvedKeith NeedhamTom NegenmanJamie NeibauerDebby NelsonDonnie NelsonKelly NelsonLori NelsonMartin NelsonSharlene NelsonTom NelsonRosie Nelson-TaylorCandy NesomScot NesomKristian NesporJimmy NetowastanumPaul NeubauerSidney NeudorfKim NeugebauerDarla NeundorfJack NeunerJon NewellKelley NewkirkNancy NewmanJohn NewtonNick NewtonBenny NgDaniel NgEsther NgMichael NgAlex NguyenDanh NguyenJohn NguyenPhuong NguyenTom NguyenTony NguyenKenneth NibbelinkVickie NicholasGeorge NicholsLarry NicholsNick NicholsPaul NicholsonFrances NickelMike NicolPatric NicolMelanie NicolaidesDarlene NicolsDarcy NiedermaierMarilyn NielsenTim NielsenMike NivensToby NivensJessie NixKen NixonBrian NolandTaylor NolandDanny NolenBlair NolinDavid NollschErnie NonogShannon NordstromBradley NoreJanna NormanMike NorrisCarol NortonGlenn NorwoodTamara NovogrudskyRudy NowakDanielle NusbaumJeff NutterDale NyegaardWilliam NystromJason OakleyMark OatesDon OBeirneEugene O’BrienWilliam O’BrienDave O’BrightKaren OConnellSteve O’ConnellMaureen O’Connor-HorvatDavid OczkowskiClay OdenErnest OdenKarla ODonnellMike O’DonnellHeather OffetDaniel OffuttLana OffuttScott OgierLee OgleTim OgleChristopher OgstonMichael OharaCalvin OldfieldPeter OlesenCharles OliverCorby OliverDwane OliverJeff OliverTamara OllenbergAllan OllenbergerSean OlmsteadGrant OlsenJames OlsonAdam OlszewskiWanda OlszewskiTunde OluokunJohn OndreyArt OnealPatrick ONeillSandra OniaScott OpdykeMark OrchardRyan OrcuttTrevor OrdDennis OrtegoAndrea OrtizMarcos OrtizJay OrtnerMelissa OsborneRobert OsbournCindy OsinaDale OslanskiBrooke OslerDonald OszustJason OttoBen OuelletJason OuelletJason OvercashBrian OvermanAmanda OwenBen OwenEddie OwenGreg OwenJames OwenDave OwensStephanie OwensSteve OwensTracee OwensWhitney OxleyPaul OzarKenny PaceCynthia PaigeBrad PakkalaMona PalChris PalazzoKatherine PallisterCourtney PalmerDouglas PalmerMichael PalmerShaun PalmerBianca PalosanuNorman PalsChris PanNicole PanielAmy PannellTom PapeJames PappasBob ParadisoSheila PardoGloria Pardo-ContrerasElsa PareceHector ParentKim ParentRobert ParishBecky ParkerCarolynn ParkerDavid ParkerDon ParkerLinda ParkerRandy ParkerCalvin ParksFred ParksJeff ParksMichele ParksWalter ParlangeDennis ParonLori ParrGeorge ParraMariela ParraPaula ParrickTed ParrishSpencer PartridgeThomas PascoSonal PatelPlacido PatrianaDavid PattersonDonald PattersonMartyn PattersonCarol PattesonHardy PattonJeff PattonMark PattonSherri PattonWesley PaughJoe PaulTim PaulMark PaullMeghan PaulsonRegina PauraRob PawlikWesley PawlikJohn PawluskiBen PayneDal PayneFred PayneJohnny PayneJonathan PayneKaren PayneMicheal PayneRay PayneDavid PearceJohn PearceJoyce PearnBrandon PearsonEdward PearsonJanet PearsonKathy PearsonRoss PearsonBrandon PeckBridger PeckHeather PeckFinn PedersenDwayne PedersonDave PeetJorge PeinadoAlthemus PellerinJean PelletierNeil PelletierApril PelsCindy PembertonAl PenaAmanda PendegrassTim PendletonBill PenhallBarbara PenmanHolly PennerCathy PenningtonMatthew PenningtonShelby PenningtonDavid PennybakerShelagh PensonKevin PepplerDenise PercivalWagner PeresCarlos PerezElisa PerezJohn PerezChristine PerkinsDeanna PerkinsGuy PerkinsKerry PerkinsRichard PerkinsMichael PerletteDaniel PernaDeborah PerraultDebbie PerrinDusty PerryKathy PerryRobert PessiaAida PetersGerald PetersGord PetersPam PetersCasey PetersenPaula PetersenCharles PetersonChuck PetersonGerald PetersonKyle PetersonTerry PetersonKamberly PeteteAnthony PetkovichRob PetroneShannon PetrusawichAllen PetryClayton PetryPatrick PetryBarbara PettigrewBill PettittDavid PettusMatthew PettyjohnChip PhillipsMarvin PhillipsMatt PhillipsRussell PhillipsSherry PhillipsTyler PhillipsJimmy PhippsLily PhungJudy PickeringTravis PickeringMark PickupMichal PicquetLawrence PidkowaPenny PiekarskiDavid PierceDuane PierceEddie PierceJimmy PierceJoe PierrottieJerry PiersonLeslie PietronCharlie PikeKimberly PikeCharlie PilandNorman PimmCathy PinedaJerri PinelSusan PinkneyOlivia PintoRisa PippinPeter PiszRobert PittJack PittmanVince PittsRyan PivonkaMerle PlamondonGlen PlaskaMary PlattCharlotte PlombinEarl PlumbBrandi PlumleeJohn PodhaiskyRay PodobaAlbert PoetkerDavid PoirierDebbie PoirierDanny PolakPaul PoleyKimberly PolhemusMike PolhemusTerry PollardTommy PollyJeffery PolsfutEva PolyakMarilyn PomeroyMarvinette PonderRichard PontelloDarris PonthieuxKelly PoonLucas PopinskiRon PoppengaAl PoprikCharles PortelanceJustin PorterRobin PorterLenny PostDan PostlerRandi PoteetGreg PotterRory PotterTracy PotterWe	have	built	our	company	on	a	solid	
foundation	of	core	beliefs	and	values	that	have	
shaped	our	past	and	map	our	future.	From	this	
foundation,	we	draw	upon	precious	resources	
such	as	innovation,	teamwork,	integrity	and	
perseverance.	More	critical	than	the	energy	
resources	we	produce	are	the	convictions	that	
guide	us	as	we	work.

In	preparing	this	annual	report,	we	talked	
with	a	cross	section	of	Devon	employees	and	
stakeholders	outside	the	company	about	Devon’s	
character	and	how	we	conduct	our	business.		
In	the	following	pages,	along	with	community,	
environmental	and	operational	highlights,	these	
individuals	share	their	unique	perspectives.



“They	understand	that	shareholder	
value	and	the	bottom	line	are	
enhanced	by	investing		
in	the	community	and		
especially	by	investing	in	the	
next generation.”

DAviD BoreN
PRESIDENT,	UNIVERSITY	OF	OKLAHOMA
NORMAN,	OKLAHOMA



“As president of the University of Oklahoma, my role is to help build an outstanding university, and the leadership at Devon shares my mission.“It is not a coincidence that strong and productive companies are most often located in strong and flourishing communities. The two go together and Devon understands that. They understand that shareholder value and the bottom line are enhanced by investing in the community and especially by investing in the next generation.“Devon has invested in new facilities, scholarships, internships and research programs at OU. Their contributions are helping us produce a pool of outstanding graduates that Devon can draw from to maintain its talented workforce. “Devon has succeeded as a company and is becoming an even greater company because its leaders have the vision to understand that their business interests coincide with the public interest. Devon is not only a corporate partner for OU, its leadership and its values serve as a model and an inspirational guide for our students.”   

“ When my community has a need, we can always count on Devon to get involved. Devon has been in our community for several years, contributing to public education, youth recreation, senior support programs and a variety of other community service efforts.”Wendy TremblayAboriginAl Committee member of the  Conklin métis loCAl #193Conklin, AlbertA “In the area of community relations, Devon sets an excellent example for others to follow.  The company supports public education, its employees are active in the community and it supports public safety programs.”Roy EatonPublIsher, WIse CounTy MessengerDeCaTur, Texas“Devon’s like a big family, and that makes it a lot easier for everyone to do their jobs. The friendly environment is why I enjoy coming to work each day, and I think it makes people want to do their best for the company.” Reah ToRResDevon RecepTIonIsTHousTon, Texas“Devon’s commitment to innovation means a lot to me as an employee. Our company is always looking at better ways to do our business, which helps me and my staff better monitor our business and accomplish more.”Mandy WrightDevOn SuperviSOr, AccOunting OperAtiOnSOklAhOmA city, OklAhOmA“Although our Devon tutors can only spend a short time at our school each week, their faithful dedication has made a significant impact on the lives of our students.”Trina STanberryCommunities in sChools ProjeCt mAnAgerthomPson elementAry sChoolhouston, texAs“While Devon provides funding for some of our school activities, the most important gift they give us is their time. Our students light up when their tutors arrive and it’s often the highlight of their day.”ChuCk TompkinsPrinciPal, Mark TWain ElEMEnTary SchOOlOklahOMa ciTy,OklahOMaCommunity outreach
Commitment	of	Resources

To	succeed	in	the	field,	energy	companies	must	have	support	from	the	communities	that	
surround	their	operations.	We	consider	ourselves	part	of	the	towns,	cities	and	rural	areas	where	we	
explore	for	and	produce	oil	and	natural	gas.	We	live	there,	work	there,	play	there,	worship	there	and	
send	our	children	to	school	there.

Our	business	operations	depend	on	a	solid	footing	that	can	only	come	from	stable	communities.	

That	is	why	we	work	to	build	relationships	and	donate	financial	resources	to	civic	organizations,	
schools,	law	enforcement	agencies,	fire	departments	and	youth	programs.	

We	are	grateful	to	have	opportunities	to	contribute	to	programs	and	services	that	enhance	the	
quality	of	life	for	our	employees	and	their	neighbors.	By	investing	in	the	future	of	our	communities,	
we	are	investing	in	the	future	of	Devon.

Ambassadors Strengthen Community Bonds 

Serving	on	school	boards,	donating	equipment	to	emergency	responders	and	speaking	to	students	about	oilfield	safety	are	fundamental	to	our	
business.	Devon’s	employees	are	dedicated	to	the	business	of	economically	finding	and	producing	the	oil	and	natural	gas	that	maintains	Devon’s	position	
as	one	of	the	industry’s	top	energy	producers.	But	that	is	only	part	of	our	role	in	the	communities	where	we	do	business.	We	also	spend	time	as	volunteer	
teachers,	little	league	coaches	and	city	council	members.							

Working	within	our	communities	is	essential	to	our	success	as	a	company,	and	it	is	an	integral	part	of	our	corporate	culture.	By	supporting	the	
communities	where	we	live	and	work,	we	enhance	the	quality	of	life	for	ourselves	and	our	neighbors.	Devon’s	ambassador	program	is	a	key	component	of	
its	commitment	to	community	outreach.	

The	ambassador	program	succeeds	because	of	our	employees.	Devon	ambassadors	are	prominent	members	of	community	organizations,	available	to	

answer	questions	about	our	operations	and	to	open	lines	of	communication	with	all	of	our	stakeholders.	

For	Bill	Skelton,	being	a	Devon	ambassador	in	Riverton,	Wyoming,	requires	owning	a	“good	pair	of	boots.”	As	an	ambassador,	Bill	seeks	opportunities	
to	make	a	positive	impact	in	his	community.	He	volunteers	to	help	local	law	enforcement	with	search	and	rescue	operations—saving	accident	victims	and	
searching	for	lost	children.	

Thousands	of	Devon	employee	volunteers	build	relationships	with	landowners,	civic	leaders	and	regulators.	These	relationships	help	us	work	
together,	whether	we	are	addressing	a	community	need	or	responding	to	an	emergency	in	the	field.	As	they	serve	their	communities,	these	volunteers	are	
strengthening	bonds	and	building	partnerships.

0

Mike Naus from Devon’s Gillette office talks with students about wildlife and the environ-
ment during the Wyoming hunting and Fishing heritage expo in 2006. 

Devon helped re-equip firefighters in vermilion Parish, Louisiana, following the 
devastating Gulf Coast hurricanes of 2005.

Devon Continues Support for Gulf Coast recovery

More	than	a	year	after	hurricanes	Katrina	and	Rita	pummeled	the	Gulf	Coast,	Devon	has	not	forgotten	the	people	that	were	impacted	by	the	

devastation.	As	families	return	to	places	they	once	called	home,	many	local	schools,	social	service	organizations	and	emergency	responders	remain	without	
the	supplies	and	equipment	they	need	to	serve	their	communities.	

Immediately	following	the	hurricanes,	Devon	responded	with	contributions	and	volunteers	to	help	victims	begin	the	healing	process.	Devon’s		
$2	million	contribution	to	relief	efforts	aided	restoration	initiatives	along	the	Louisiana	and	Texas	coastlines.	But	our	relief	effort	has	not	stopped	there.	
Devon	continues	to	make	significant	contributions	to	the	restoration	process	by	targeting	needs	that	are	not	covered	by	government	agencies	and	insurance	
programs.			

For	example,	we	have	worked	with	local	schools	in	Louisiana	to	identify	ways	we	can	help	students	and	faculty	recover	from	the	losses	their	facilities	
sustained	in	the	storms.	As	a	result,	we	have	purchased	everything	from	school	supplies	to	furniture,	computer	equipment	and	even	rain	ponchos	to	help	
protect	students	as	they	walk	between	portable	classrooms.	At	Erath	High	School	in	Louisiana,	we	funded	a	new	floor	for	the	gymnasium,	which	also	serves	
as	a	community	gathering	place	and	recreation	center.	

The	storms	also	consumed	vital	equipment	used	by	firefighters	in	Vermilion	Parish	Louisiana.	Devon	contributed	$180,000	to	ensure	that	these	first	
responders	are	adequately	equipped	to	serve	their	communities.	Devon	has	also	contributed	to	organizations	that	provide	post-trauma	counseling,	clothing	
and	tutors	for	evacuated	students.	

In	addition	to	corporate	funding,	many	of	our	employees	continue	to	make	personal	donations	to	assist	hurricane	victims.	In	December	2006,	Devon	

employees	in	Louisiana	made	the	holidays	a	little	brighter	by	purchasing	clothing	and	toys	for	the	children	of	families	still	struggling	with	the	recovery.

While	the	hurricanes	have	long	been	over,	the	devastation	they	caused	continues	to	affect	the	lives	of	many	in	the	coastal	communities	where	we	live	
and	work.	As	an	energy	producer,	we	depend	on	our	communities	to	create	a	solid	foundation	for	our	business	and	our	employees.	Because	we	have	been	
graced	by	the	support	of	many	communities	that	shared	in	the	disastrous	effects	of	Katrina	and	Rita	in	2005,	we	share	the	responsibility	for	picking	up	the	
pieces	the	storms	left	behind.				



	


“There are certain companies that have established themselves as leaders. Through their conduct and their participation they are able to shape the direction of the industry. Devon is one of those companies.”   Marc SMithExEcuTivE DirEcTorinDEpEnDEnT pETrolEum AssociATion of mounTAin sTATEsDEnvEr, colorADo“The best way to handle a problem is to address it, not back away from it. Devon is the kind of company that works with me. They want to help people and make things work. It’s the mark of an honest company. If there’s a mistake, the honest company will work it out. If they’re dishonest, they’ll never resolve it.”   R.C. MCFallCounTy CommIssIonerJohnson CounTy, Texas“I see the respect Devon gets from service companies, the Bureau of Land Management and from people who live in the town of Baggs. As a petroleum engineer, working for a company with a good reputation makes my job easier. People are easier to talk to and work with because they trust Devon.”     Megan StarrDevon oPerAtIons engIneerBAggs, WyoMIng“Credibility is essential to be effective in Washington.   Devon exemplifies the new image of an independent producer.  It’s big enough to participate in any project,  but its roots are solidly in America.“Lee FuLLerVICe PresIDent, GoVernment relAtIonsInDePenDent Petroleum AssoCIAtIon of AmerICAWAshInGton, D.C.“Our	environmental,	health	
and	safety	philosophy	started	
with	a	commitment	
our	management	was	willing	
to	make,	and	now	it	is	one	of	
the	things	that	sets	us	apart	
from	our	peers.”	

DArreN SMiTh
DEVON	ENVIRONMENTAL	SCIENTIST
OKLAHOMA	CITY,	OKLAHOMA



“Devon has adopted an environmental, health and safety philosophy that calls on us to conduct our business ethically and lawfully. It also requires us to seek ways to operate in a manner that is safe and compatible with the environment as well as with the communities that surround our operations.“The philosophy is more than a priority. It’s part of our system of values, which is important, because priorities can change, but values are concrete. “Our philosophy is a top-down commitment, and that’s the best part. We are all held accountable for our EHS performance. As a supervisor in our environmental group, that makes my job a lot easier.“People are welcome to suggest new ideas that could make our operations more efficient, better for the environment and friendlier to our neighbors. Great ideas are coming in from the field because people are encouraged to think that way. As a result, our environmental programs are among the best in the industry.“Our environmental, health and safety philosophy started with a commitment our management was willing to make, and now it is one of the things that sets us apart from our peers.” environmental Partnerships  
A	Resourceful	Approach	to	Conservation

Devon	is	committed	to	the	preservation	of	our	natural	environment,	especially	air	and	water.	Our	
commitment	has	resulted	in	successful	initiatives	companywide	that	have	established	Devon	as	an	
industry	leader	in	environmental	responsibility.

We	are	gratified	by	our	progress,	and	we	are	even	more	excited	about	our	future	as	we	continue	

a	course	of	innovation	in	the	areas	of	emissions	reduction	and	water	conservation.	While	Devon’s	
greenhouse	gas	emissions	reduction	programs	are	already	in	place,	our	accomplishments	in	2006	
created	a	new	platform	for	greater	reductions	in	the	future.	In	addition	to	these	achievements,	our	
water	conservation	programs	continue	to	expand	with	new	technology	that	could	eventually	be	
applied	to	production	operations	companywide.

Conservation	is	our	goal	as	a	good	neighbor	and	is	consistent	with	our	objective	to	continue	to	be	
a	top	performer	in	the	highly	competitive	energy	industry.	By	keeping	more	natural	gas	in	the	pipeline	
and	reducing	water	usage,	we	can	increase	production	and	cut	operating	costs.	That	is	not	only	good	
for	the	environment,	it	is	good	for	our	bottom	line.

Technology Drives emissions reduction effort

Between	1996	and	2005,	Devon	has	accounted	for	emission	reductions	of	more	than	15	million	tons	of	carbon	dioxide	equivalent	as	reported	through	

voluntary	government	programs	in	the	United	States	and	Canada.	We	have	reduced	emissions	through	the	use	of	new	technology,	and	we	have	found	
innovative	new	approaches	to	our	well	completion	and	production	methods.	For	example,	Devon	has	initiated	a	program	to	replace	old	pneumatic	devices	with	
the	latest	technology	designed	to	substantially	reduce	methane	emissions.	Devon	is	replacing	hundreds	of	these	“old	technology”	devices	at	production	sites	
companywide.	Each	replacement	accounts	for	an	emission	reduction	of	100	tons	of	carbon	dioxide	equivalent	each	year.	That	is	like	taking	20	cars	off	the	road.	
By	capturing	natural	gas	normally	lost	in	the	production	process,	we	have	been	able	to	increase	the	volume	of	gas	available	for	sale.	In	2005,	we	were	
able	to	retain	six	billion	cubic	feet	of	natural	gas	that	would	have	been	lost	to	the	atmosphere	using	traditional	practices.	With	an	economic	benefit	of	more	
than	$43	million,	doing	what	makes	sense	for	the	environment	also	enhances	our	profitability.

	Since	1999,	Devon	has	earned	recognition	by	government	agencies	for	being	an	industry	leader	in	emissions	reduction	and	reporting.	In	the	United	
States,	the	Environmental	Protection	Agency	has	honored	Devon	repeatedly	for	its	performance	and	for	its	advocacy.	In	Canada,	Devon’s	efforts	have	earned	
the	company	elite	status	from	the	GHG	Challenge	and	Registry	program	for	the	past	six	years.

While	we	are	pleased	with	our	past	success,	we	can	achieve	much	more.	In	2006,	we	further	defined	our	future	course	as	an	industry	leader.	New	

initiatives	include	a	companywide	inventory	of	greenhouse	gas	emissions	and	continued	implementation	of	new	emission	reduction	technology.

A	greenhouse	gas	inventory,	scheduled	for	completion	by	the	end	of	2007,	is	the	backbone	of	our	future	emissions	reduction	program.	Through	the	
inventory	we	will	identify	reduction	opportunities	at	Devon	production	facilities	across	North	America.	It	will	allow	us	to	focus	on	specific	regions,	identify	
their	needs	and	develop	reduction	strategies.	Those	efforts	will	include	the	application	of	new	technology,	improved	production	methods	and	better	
equipment	configurations.	



Protecting the natural environment is imperative in our field operations. Devon is 
the largest independent natural gas producer in New Mexico, where we have been 
working in harmony with the environment for more than 20 years.

Supervisor Jay ewing examines a water sample at a Barnett Shale facility. Water recycling is an 
important element of Devon’s conservation efforts.

Our	ongoing	emissions	reduction	efforts	and	our	inventory	program	help	position	Devon	for	the	future.	By	continually	monitoring	our	performance	

and	looking	for	opportunities	to	increase	efficiency,	we	enhance	our	competitiveness	as	well	as	our	ability	to	respond	to	potential	changes	in	the	
regulatory	environment.	We	are	dedicated	to	operating	compatibly	with	the	environment,	and	we	believe	a	dynamic	and	rigorous	emissions	reduction	
program	is	vital	to	that	commitment.		

Water Conservation initiative expanding in North Texas

Water	is	an	integral	part	of	natural	gas	production.	Whether	we	are	using	fresh	water	to	complete	wells	in	the	Barnett	Shale,	or	managing	brine	from	
wells	in	the	Rocky	Mountains,	water	conservation	is	a	core	environmental	initiative	for	Devon.	For	example,	at	a	time	when	society’s	need	for	water	is	at	an	
all-time	high,	Devon	has	responded	by	introducing	recycling	technology	that	will	allow	us	to	reduce	our	demand	and	potentially	improve	our	efficiency	
companywide.	Since	2005,	Devon	has	partnered	with	Fountain	Quail	Water	Management	to	pioneer	recycling	in	the	Barnett	Shale	natural	gas	field	in	
north	Texas.

Our	efforts	have	resulted	in	the	first	water	recycling	program	to	be	permitted	for	long-term	use	by	industry	regulators	in	the	state	of	Texas.	Devon’s	
use	of	thermal	distillation	technology	has	allowed	the	company	to	reclaim	water	recovered	from	hydraulic	fracture	stimulations	in	the	Barnett.	Instead	of	
injecting	wastewater	into	deep	disposal	wells,	Devon	is	using	heat	to	separate	the	water	from	salt	and	other	impurities.	The	treated	water	can	be	reused	
for	future	completion	operations,	taking	demand	pressure	off	local	freshwater	supplies.

Devon’s	recycling	program	has	moved	beyond	the	development	stage.	Today,	we	are	operating	seven	recycling	units	with	a	combined	treatment	
capacity	of	500,000	gallons	of	water	per	day.	As	we	bring	additional	units	into	the	region,	we	expect	our	recycled	volumes	to	continue	growing.	The	
impact	of	this	technology	could	be	meaningful.	At	full	treatment	capacity,	up	to	85	percent	of	the	water	we	recover	from	fracture	completions	in	the	
Barnett	Shale	could	be	reused,	significantly	reducing	our	demand	for	fresh	water.	

While	we	are	pleased	with	our	progress,	we	continue	the	push	to	develop	new	ideas.	In	March	2007,	we	began	field	testing	a	second	water	recycling	

technology	in	the	Barnett	Shale.	We	have	developed	the	Engineered	Membrane	Separation	system	through	a	partnership	with	General	Electric.	The	
membrane	technology	uses	a	series	of	filters	to	treat	water	without	the	substantial	energy	requirements	of	the	thermal	system.	If	successful	in	the	field,	
the	new	technology	may	prove	to	be	more	economical,	and	it	could	have	applications	in	other	natural	gas	producing	regions.

By	conserving	water,	we	reduce	our	environmental	impact	and	create	opportunities	to	improve	our	operational	efficiency.	The	program	allows	us	to	
reduce	the	volume	of	water	we	must	purchase	for	our	operations,	and	it	helps	us	avoid	costs	associated	with	saltwater	disposal.	Overall,	water	recycling	is	
an	exciting	initiative	for	the	company	because	of	its	benefits	to	the	environment	and	to	our	bottom	line.



“It	has	been	my	experience	that	
Devon	conducts	its	business		
with	innovation	and	
professionalism,	 
carrying	out	its	activities	
responsibly,	with	an	eye	toward	
protecting	the	environment.”

viCTor CArriLLo
TExAS	RAILROAD	COMMISSIONER
AUSTIN,	TExAS



“As a Texas Railroad Commissioner, I oversee and regulate the oil and gas industry.  Devon is incredibly active in Texas and is the top gas producer in the state.  It has been my experience that Devon conducts its business with innovation and professionalism, carrying out its activities responsibly, with an eye toward protecting the environment. For example, Devon has responded to freshwater use concerns in north Texas by being the first operator in Texas to test a pilot recycling program to recover water used in natural gas production operations.  “Devon is also pushing the envelope in terms of technological advancements, using innovations in seismic, drilling and production techniques in the Barnett Shale. They are the top producer in the unconventional Barnett Shale gas trend – perhaps the most active natural gas play in the nation.  Along with their partners, they are also employing leading edge technology in successfully exploring the ultra-deepwater Lower Tertiary trend in the Gulf of Mexico. Devon is the type of producer we would like to see more of in Texas.” 

“Since joining Devon in 1999, I’ve seen our management tested on repeated occasions. Each time they have demonstrated a commitment to doing what is right, even when it’s not the most convenient or expedient solution.” Don SanDSDEvon SupErvISor of Gulf  of MExIco opEratIonSlafayEttE, louISIana“Our executives always stop to say hello. When I need to talk to them, their doors are always open, which is very helpful in the work that I do.”Bill WalterDevOn SupervISOr, InfraStructure  anD DatabaSe ServIceSOklahOma cIty, OklahOma“The rating agencies, banks and companies I work with all have a very high level of trust in us; they know we will follow through on our commitments.”Jeff RitenouRDevon Manager,  CorporaTe FInanCeoklahoMa CITy, oklahoMa“At Devon, every employee is treated with respect. Our leadership has created an environment of trust and goodwill, and it’s apparent in how our teams work together.”Jenifer WickDevOn GeOscience TechniciAnOklAhOmA ciTy, OklAhOmA“Whether we are working with other businesses or with government regulators, integrity is our focus. It’s Devon’s culture. Integrity guides us as professionals and influences us in our personal lives as well.”Humberto QuintasDevon Attorney AnD LegALCoorDInAtor for expLorAtIon  AnD proDuCtIon operAtIons rIo De JAneIro, BrAzILManagement’s Q&A  
Resourcefulness	Supports	Our	Strategy

how does Devon compete for qualified employees?

The	vitality	and	growth	of	the	energy	industry	is	stretching	the	capacity	of	a	maturing	workforce.	Competing	for	employees	—	from	recent	college	
graduates	to	experienced	industry	professionals	—	is	challenging.	Our	college	recruiting	efforts	include	campus	visits	by	younger	employees	who	can	share	
personal	experiences	and	can	relate	to	a	student’s	uncertainty	about	their	future.	We	also	provide	financial	support	for	petroleum	studies	programs	and	
facilities	that	raise	our	on-campus	profile.	In	our	college	internship	program	we	invite	more	than	100	students	to	spend	the	summer	getting	to	know	the	
company	and	working	in	the	energy	industry.

Experienced	personnel	are	attracted	by	Devon’s	reputation	as	a	leading	independent	oil	and	gas	producer	as	well	as	by	our	culture	of	fairness	and	
openness.	Our	objective	is	to	hire	and	retain	employees	who	are	not	only	technically	skilled	but	who	are	engaged	and	enthusiastic	about	Devon’s	future.	To	
help	retain	our	current	staff,	we	gauge	the	practices	of	competitors	to	ensure	that	Devon	offers	comparable	compensation	and	benefits	programs.	However,	
compensation	alone	is	not	enough	to	attract	and	retain	the	best	people.	We	also	believe	that	offering	a	superior	work	experience	that	rewards	integrity,	
ingenuity	and	teamwork	positions	Devon	as	not	only	a	great	place	to	work,	but	more	importantly,	builds	a	strong	base	of	leaders	focused	on	creating	value	for	
our	shareholders.	An	overview	of	the	company’s	retention	and	recruiting	programs	can	be	found	in	the	Careers	section	of	Devon’s	website	at	devonenergy.com.		

Do the Jack production test results apply to your other Lower Tertiary discoveries in the Gulf of Mexico?

The	successful	production	test	of	the	Jack	well	in	2006	was	a	significant	indicator	that	deepwater	Lower	Tertiary	reservoirs	can	produce	oil	in	commercial	
quantities.	Although	each	discovery	is	unique,	the	test	results	build	our	confidence	in	the	commercial	potential	of	Devon’s	Lower	Tertiary	portfolio.	In	addition,	
these	results	move	us	closer	to	the	sanctioning	and	development	of	each	of	our	discoveries	in	the	Lower	Tertiary.

Devon’s	four	Lower	Tertiary	discoveries	to	date	are	similar,	but	not	identical.	Differences	in	water	depths,	reservoir	characteristics,	rock	qualities,	oil	
chemistry	and	other	properties	are	present	to	varying	degrees	among	the	discoveries.	The	Jack	well	test	answered	many	questions,	but	the	learning	process	
continues.	As	we	develop	our	four	Lower	Tertiary	projects	and	explore	for	additional	Lower	Tertiary	discoveries,	our	understanding	of	this	important	new	
domestic	energy	source	will	expand	rapidly.

Devon is already the biggest producer in the Barnett Shale. Can you continue to grow this asset?

Yes,	we	are	confident	that	we	can	continue	to	increase	Devon’s	proved	reserves	and	production	from	the	Barnett	Shale.	We	have	more	than	doubled	daily	
production	from	this	outstanding	unconventional	resource	since	Devon	first	acquired	its	Barnett	Shale	properties	in	2002.	We	have	also	doubled	proved	reserves	
in	the	Barnett	to	about	3.6	trillion	cubic	feet	equivalent	and	have	produced	nearly	one	trillion	cubic	feet	equivalent	during	the	same	period.	These	increases	
in	gas	production	and	proved	reserves	have	been	the	result	of	an	active	drilling	program	complemented	by	technological	improvements,	including	horizontal	
drilling,	multi-stage	completions	and	extensive	3-D	computer	imaging.	Increased	drilling	density	and	enhanced	reservoir	management	techniques	have	also	
led	to	production	increases.	We	have	more	than	tripled	the	number	of	producing	wells	in	the	Barnett	Shale	since	2002	to	over	2,700	today.

In	2006,	we	acquired	the	properties	of	Chief	Holdings,	which	increased	Devon’s	land	position	in	the	field	by	169,000	net	acres	to	a	current	total	of	
736,000	net	acres.	Devon’s	acreage	position	is	the	largest	in	the	Barnett	Shale,	and	Devon	is	also	the	largest	producer	by	a	significant	margin.	Further	growth	
in	the	Barnett	will	be	achieved	through	high	activity	levels	applied	to	this	larger	resource	base	and	supplemented	by	continued	enhancements	in	drilling	and	
production	technologies.	We	plan	to	drill	at	least	385	wells	in	2007,	and	we	have	several	thousand	potential	locations	in	inventory.	Given	these	abundant	drilling	
opportunities	and	our	track	record	of	success,	we	believe	we	can	continue	to	increase	the	size	and	value	of	Devon’s	Barnett	Shale	assets	far	into	the	future.

What does your decision to reduce investment in conventional Canadian natural gas areas say about Devon’s commitment to Canada?

Canada	and	the	United	States	are	two	of	the	best	places	in	the	world	to	explore	for	and	produce	oil	and	gas.	Stable	governments	and	fiscal	regimes,	access	

to	markets	and	a	talented	and	experienced	workforce	attract	us	to	North	America.	We	have	a	large	inventory	of	high	quality	assets	in	Canada	and	have	had	
good	performance	in	the	past.	However,	in	2005	and	2006,	the	Canadian	market	for	land,	equipment,	services	and	supplies	became	overheated.	This,	coupled	
with	the	stronger	Canadian	dollar,	resulted	in	cost	escalation	that	has	severely	squeezed	profit	margins	—	especially	in	the	mature,	conventional	gas	drilling	



  
devon’s cumulAtive BArnett shAle Production  
(Net, Bcfe) 

significAnt Projects

1,400

1,200

1,000

800

600

400

  2004 

2005 

2006 

2007
estimate

To date, Devon has produced in excess of one trillion cubic feet of natural gas from 
the Barnett Shale in north Texas.

Led by the Barnett Shale and other significant growth projects, Devon expects 
overall production to increase by 10% in 2007. Strong growth in the Barnett Shale is 
expected to continue into 2009.  

areas.	Devon	responded	by	temporarily	reducing	the	amount	of	capital	allocated	to	these	conventional	project	areas.	We	will	continue	to	limit	conventional	
drilling	in	Canada	until	the	situation	shows	evidence	of	correcting.	We	will	increase	drilling	in	the	conventional	gas	areas	quickly,	when	conditions	improve.	

Elsewhere	in	Canada,	such	as	at	our	Jackfish	oil	sands	project	and	in	the	Lloydminster	oil	field,	we	are	maintaining	very	active	development	programs.	
We	expect	to	begin	production	from	the	initial	phase	of	Jackfish	this	year.	Combined	production	from	an	expanded	Jackfish	program	and	the	Lloydminster	
area	could	reach	100,000	barrels	per	day	early	in	the	next	decade.

Devon is forecasting 10% production growth from continuing operations in 2007. What projects are driving that growth?

We	expect	to	produce	from	219	million	to	221	million	oil-equivalent	barrels,	or	Boe,	in	2007.	This	is	about	10%	more	than	we	produced	in	2006,	
excluding	production	from	Egypt	and	West	Africa	from	both	years.	All	of	Devon’s	major	geographic	producing	areas	—	the	United	States,	Canada	and	
international	—	are	expected	to	participate	in	the	growth.	

In	the	United	States,	we	anticipate	continued	production	gains	from	our	core	onshore	properties	such	as	the	Barnett	Shale,	Groesbeck	and	Carthage	

areas	in	Texas.	We	expect	to	see	a	third-quarter	boost	in	gas	production	when	the	two	deepwater	Gulf	of	Mexico	Merganser	wells	are	tied	into	the	
Independence	Hub.	Our	50%	interest	in	Merganser	is	estimated	at	about	50	million	cubic	feet,	or	roughly	8,000	Boe,	per	day.	In	Canada,	the	Jackfish	oil	
sands	project	is	expected	to	commence	production	in	the	second	half	of	the	year.	Jackfish	production	should	ramp	up	gradually	until	reaching	its	full	
capacity	of	about	35,000	Boe	per	day	in	2008.

Outside	North	America,	Devon’s	interest	in	the	ACG	field	in	Azerbaijan	is	projected	to	contribute	more	than	30,000	Boe	per	day	to	2007	production.	
Oil	production	from	ACG	increased	dramatically	in	the	fourth	quarter	of	2006,	following	the	payout	of	our	carried	working	interest.	In	Brazil,	the	Polvo	oil	
project	is	planned	to	come	on	stream	in	the	summer	of	2007.	Oil	production	from	Polvo	is	expected	to	quickly	ramp	up	to	about	26,000	barrels	per	day,	net	
to	Devon’s	interest.	Together,	these	projects	give	us	a	high	level	of	confidence	that	we	will	achieve	our	10%	growth	target.

you invested $2.2 billion to acquire Chief holdings in 2006. Can we expect more acquisitions ahead?

Much	of	Devon’s	historical	growth	came	from	large	corporate	mergers	and	acquisitions	where	we	acquired	entire	companies.	Our	goal	was	to	build	a	
company	with	superior	oil	and	gas	assets	that	we	could	grow	organically	with	the	drill	bit.	At	the	same	time	we	assembled	a	highly	trained	and	motivated	
group	of	professionals	who	could	use	cutting	edge	technology	to	enhance	that	growth.	With	our	last	major	corporate	acquisition	four	years	ago,	we	
essentially	accomplished	that	goal.	

Today,	Devon’s	companywide	asset	base	is	broad	and	diverse.	Our	long-term	strategy	is	one	of	organic	growth	through	exploration	and	development,	
supported	by	continuous	improvement	of	our	asset	base.	Our	acquisition	of	Chief	in	2006	was	a	tactical,	targeted	transaction.	Chief’s	properties	were	located	
entirely	in	the	Barnett	Shale	field	in	north	Texas.	Adding	to	our	core	positions,	such	as	the	Barnett	Shale,	and	divesting	assets	that	are	not	optimal	for	achieving	
our	long-term	objectives	are	important	contributors	to	improving	Devon’s	overall	asset	quality.	Although	we	cannot	completely	rule	out	the	possibility	of	
another	accretive	corporate	acquisition	in	the	future,	additional	transactions,	if	any,	are	more	likely	to	be	focused,	asset-driven	acquisitions	such	as	Chief.



Project		objective		target	Net	rateBarnett Shale   2009 peak production  >1.0 BcfdACG Field  2007 average production  >30 MBoed     Merganser  1st production mid-2007  50 MMcfdPolvo  1st production mid-2007  26 MBoedJackfish   2008 peak production  35 MBoed	
 
 
 
 
 
0

“Whether it’s safety, environmental responsibility, community involvement or our production operations, I know our senior management will support us when honesty and integrity are at the foundation of what we do.”GeorGe JacksonDevon ProDuctIon SuPervISorBrIDgePort, texaS“My job as a field engineer is to optimize production from our wells and work alongside others to identify opportunities for improvement. A lot of times, this means finding ways to cut costs and increase production from a single well.”Kim JohnstonDevon FielD engineergrAnDe PrAirie, AlbertA“I like the way Devon has followed up on its acquisitions and has taken advantage of its opportunities. Their engineers and geologists have done some very good work, not only with the Barnett Shale assets Devon acquired from Mitchell, but also offshore in the Lower Tertiary trend, where Devon and its partners are working under very difficult conditions.”GeorGe MitchellInveSTor anD ForMer ChaIrMan  anD ChIeF exeCuTIve oFFICer oFMITCheLL energy & DeveLopMenT Corp.houSTon, TexaS“I am very impressed with the attitude of Devon’s management, particularly their willingness to use local resources, especially people from CNOOC. Devon allowed representatives from CNOOC to make a full technical contribution to the Panyu field development. As a result, the two companies created a very efficient process that allowed us to develop the Panyu field into one of the most successful offshore oil projects in the region.”Duan Cheng gangVICe PresIDeNt Of fIelD  DeVelOPmeNt AND  eNgINeerINgChINese NAtIONAl OffshOre  OIl COmPANy (CNOOC)sheNzheN, guANgDONg PrOVINCe, ChINA“We	are	a	close	group	with	a	great	team	spirit.	As	a	result,	
we	come	to	work	each	day	believing	we	can	make	an	
impact	on	the	company	by	generating	good	exploration	
prospects	which	lead,	hopefully,	to	major	new	discoveries	
for	our	future.”

GreG KeLLeher (CENTER)
DEVON	DEEPWATER	MANAGER	
GULF	DIVISION
HOUSTON,	TExAS

FROM	LEFt	tO	RIGHt: irMA CASTro, 
DAtABASE	SuPERvISOR;	DArryL LiNToN, 
EnGInEER;	GreG KeLLeher, DEEPWAtER	
MAnAGER;	roBBie SeNG, GEOLOGISt;	
ADAM SeiTChiK, GEOPHYSICISt



“When I joined Devon through the company’s acquisition of PennzEnergy in 1999, what impressed me was how much emphasis the company placed on its values. Trust, collegiality and goodwill are among those values, and they have special importance to me and the people in my group.“We are responsible for generating exploration prospects and developing production in the Gulf of Mexico’s deep water, which is one of the most technologically challenging places in the world to operate. We overcome those obstacles by working in an environment that encourages trust, creative thinking and collective effort. If there is no trust, there is no communication or sharing of ideas. Trusting environments allow good ideas to nurture and mature. “We are a close group with a great team spirit. As a result, we come to work each day believing we can make an impact on the company by generating good exploration prospects which lead, hopefully, to major new discoveries for our future.”exploration and Production resources
Developing	Our	Full	Potential

As	one	of	the	world’s	largest	independent	exploration	and	production	companies,	Devon	is	a	leader	

in	the	search	for	new	oil	and	natural	gas	resources.	In	2006,	we	increased	reserves	in	the	ground	and	
positioned	the	company	for	future	growth.	We	increased	estimated	proved	reserves	by	13%	in	2006	to	
a	record	2.4	billion	oil-equivalent	barrels.	We	produced	200	million	equivalent	barrels	from	continuing	
operations	in	2006	and	expect	to	produce	219	million	to	221	million	equivalent	barrels	in	2007.
During	the	past	year	we	drilled	nearly	2,500	wells	with	an	overall	success	rate	of	98%.	Our	
repeatable,	low-risk	development	drilling	projects	were	enhanced	by	high-impact	exploration	
successes	in	the	deepwater	Gulf	of	Mexico.	Also	during	2006,	we	moved	several	multi-year	oil	and	gas	
projects	toward	completion.	The	following	pages	profile	some	of	Devon’s	more	significant	exploration	
and	production	projects.

Wells drilled

reserve Additions from 
extensions, discoveries 
And PerformAnce revisions
(MMBoe)

Proved reserves 
(net of royalties) (MMBoe) 

2,468

2,362

2,171

2,228

427

437 • •

2,376

1,685

311

•

2,074 2,065

2,102

•
172

•
131

1,609

  02 

03 

04 

05 

06

  02 

03 

04 

05 

06

	 02 

03 

04 

05 

06



Devon drilled a record 2,468 wells in 2006, adding 
427 million equivalent barrels of proved reserves 
with the drill bit. Total proved reserves reached a 
record 2.376 billion barrels at year-end.  

As the largest gas producer in Texas, Devon drills day and night to help meet the nation’s 
energy needs. We drilled our 600th horizontal well in the Barnett Shale in 2006.

in addition to being the largest gas producer in the Barnett Shale, Devon also owns and 
operates an extensive network of natural gas gathering and processing facilities.

Barnett Shale, a Lasting resource

The	Barnett	Shale	in	north	Texas	has	been	called	the	hottest	natural	gas	play	in	the	United	States,	and	Devon	is	its	largest	producer.	Since	acquiring	our	
original	ownership	in	the	field	in	2002,	we	have	drilled	about	1,600	wells	and	increased	our	net	daily	production	from	350	million	cubic	feet	of	natural	gas	
equivalent	to	more	than	710	million	today.

In	2006,	we	leapt	further	ahead	in	the	play	by	acquiring	the	assets	of	another	Barnett	operator,	Chief	Holdings.	Devon	acquired	more	than	600	billion	

cubic	feet	of	proven	natural	gas	reserves	through	the	$2.2	billion	transaction.	Importantly,	the	deal	also	grew	our	land	position	to	736,000	net	acres,	
representing	thousands	of	potential	drilling	locations.

Devon’s	dominance	in	the	low-risk	Barnett	Shale	is	reaping	huge	rewards	for	the	company	and	our	shareholders.	We	now	have	more	than	2,700	
producing	wells	in	the	Barnett,	representing	one-third	of	Devon’s	total	gas	production	in	the	United	States.	Devon	produces	nearly	half	the	field’s	overall	
daily	production	and	more	than	twice	that	of	our	nearest	competitor.	

Application	of	technology	is	an	important	element	of	Devon’s	leadership	position	in	the	Barnett.	We	first	introduced	horizontal	drilling	to	the	play	in	
2002	and	drilled	our	600th	horizontal	Barnett	Shale	well	in	2006.	We	have	also	partnered	with	a	leading	university	to	develop	proprietary,	cutting-edge	
underground	imaging	to	identify	optimal	drilling	locations.	

We	are	accelerating	production	growth	in	the	Barnett	by	increasing	drilling	density.	The	20-acre	infill	program	we	started	in	2005	is	delivering	
impressive	results,	and	we	have	now	begun	drilling	20-acre	wells	outside	the	borders	of	the	original	core	pilot	area.	The	successful	infill	program,	the	
addition	of	Chief’s	assets	and	expansion	of	our	operations	in	Johnson	and	Parker	counties	are	currently	keeping	30	drilling	rigs	running.	We	plan	to	drill	at	
least	385	wells	in	2007,	and	by	late	2009	we	expect	our	Barnett	production	to	reach	one	billion	cubic	feet	of	natural	gas	equivalent	per	day.	

The	Barnett	Shale	is	one	of	the	country’s	most	important	new	sources	of	clean-burning	natural	gas,	and	it	represented	26%	of	Devon’s	companywide	

reserve	base	at	year-end	2006.	Since	2002,	we	have	significantly	increased	the	amount	of	gas	we	are	recovering	from	the	Barnett	Shale,	and	we	expect	
additional	technological	advances	in	the	future	to	further	increase	recoveries.	The	Barnett	Shale	is	one	of	Devon’s	most	prized	assets	and	it	will	likely	remain	
so	for	many	years	to	come.



	
A front page story in The Wall Street Journal captured the 
significance of the Jack No. 2 well test.

During testing, the Jack No. 2 well in the Gulf of Mexico flowed at a rate of more than 6,000 barrels of oil per day.

Jack Test Brings Worldwide Attention

Seldom	does	a	single	business	story	catch	the	attention	of	news	media	around	the	world.	This	was	the	case,	however,	when	in	September	2006	
Devon	and	its	co-owners	announced	the	successful	test	of	the	deepwater	Jack	No.	2	well	in	the	Gulf	of	Mexico.	According	to	The Wall Street Journal,	
the	Gulf’s	Lower	Tertiary	trend	“could	become	the	nation’s	biggest	new	domestic	source	of	oil	since	the	discovery	of	Alaska’s	North	Slope	more	than	a	
generation	ago.”

The	Jack	test	made	news,	and	it	was	big	news	for	Devon	because	we	have	four	significant	discoveries	in	this	exciting	new	oil	play.	The	production	test	
proved	that	oil	found	in	the	2004	Jack	discovery	would	flow	to	the	surface	at	commercial	rates.	During	the	test,	the	Jack	No.	2	flowed	at	a	rate	of	more	than	
6,000	barrels	per	day	from	just	40%	of	the	oil-bearing	column.	Future	plans	for	Jack	include	drilling	another	appraisal	well	to	better	define	the	size	of	the	
field.	Also	ahead,	the	co-owners	will	decide	upon	the	layout	and	engineering	designs	to	develop	the	field.

Devon	is	further	along	with	plans	to	commercially	develop	Cascade.	This	2002	discovery	was	our	first	in	the	Lower	Tertiary.	Beginning	in	late	2009,	

Cascade	is	expected	to	produce	into	the	first	floating	production,	storage	and	offloading	vessel	(FPSO)	approved	for	the	Gulf	of	Mexico.	FPSOs	enable	
offshore	production	in	frontier	areas	such	as	the	Lower	Tertiary	trend	before	pipeline	infrastructure	has	been	built.

We	made	our	fourth	discovery	in	the	Lower	Tertiary	trend	in	2006.	The	discovery	well,	on	the	Kaskida	prospect,	also	appears	to	be	the	largest	of	the	
four.	Future	plans	for	Kaskida	include	additional	appraisal	drilling	and	evaluation	of	various	development	options.	With	the	addition	of	Kaskida,	Devon’s	
Lower	Tertiary	discoveries	to	date	may	hold	up	to	900	million	barrels	of	resource	potential.	On	top	of	that,	we	have	another	18	undrilled	prospects	with	a	
combined	unrisked	resource	potential	more	than	double	Devon’s	current	reserve	size	of	2.4	billion	oil-equivalent	barrels.	

 horizontal Drilling Capturing More Gas resources

A	typical	oil	or	gas	well	is	drilled	straight	down,	vertically.	A	horizontal	well	starts	out	vertically	but	is	turned	underground	to	run	parallel	to	the	
surface.	To	visualize	the	benefits	of	horizontal	drilling,	imagine	the	earth’s	surface	as	the	top	of	a	sandwich.	If	you	push	a	drinking	straw	between	the	slices	
of	bread,	you	will	encounter	a	lot	more	peanut	butter	than	you	will	by	sticking	the	straw	through	the	sandwich	like	a	tooth	pick.	When	positioned	properly,	
one	horizontal	well	can	recover	as	much	oil	or	natural	gas	as	three	or	four	vertical	wells.	This	can	improve	well	economics	significantly,	because	the	cost	of	
a	horizontal	well	may	be	only	two	to	three	times	the	cost	of	a	vertical	well.

In	east	Texas,	Devon	is	applying	the	same	horizontal	drilling	and	completion	technologies	that	we	have	honed	in	the	Barnett	Shale	field	while	drilling	

more	than	600	successful	horizontal	wells.	Devon	drilled	its	first	horizontal	well	in	east	Texas	in	2005	in	the	Nan-Su-Gail	field	within	the	Groesbeck	area.	
We	continued	the	Nan-Su-Gail	program	in	2006,	achieving	initial	production	rates	of	11.5	million	and	26	million	cubic	feet	of	gas	per	day	from	the	first	
two	wells	and	32	million	cubic	feet	per	day	from	a	third.	We	have	100%	working	interests	in	these	wells	and	could	have	as	many	as	200	additional	drilling	
locations	throughout	the	Groesbeck	area.



Polvo is located on block BM-C-8, one of nine 
Brazilian offshore exploratory blocks held by Devon.

oil from the Devon-operated Polvo project in Brazil will flow to this 1.5 million barrel vessel. 

Following	our	success	at	Groesbeck,	we	began	trying	horizontal	drilling	further	east	in	the	Carthage	area.	The	first	well	in	the	Carthage	program	
also	began	producing	at	an	impressive	rate	—	averaging	about	nine	million	cubic	feet	per	day	for	the	first	30	days	of	production.	We	plan	to	continue	
evaluating	horizontal	drilling	at	Carthage,	where	we	could	have	up	to	70	potential	drilling	locations.

Woodford Shale Shows Promise

With	the	tremendous	success	of	the	Barnett	Shale	in	north	Texas,	the	oil	and	gas	industry	is	searching	for	other	look-alike	shale	plays.	One	such	
candidate	is	the	Woodford	Shale	in	the	Arkoma	basin	of	eastern	Oklahoma.	The	Woodford	and	Barnett	are	not	identical,	but	share	some	characteristics.	
Both	contain	large	quantities	of	natural	gas,	and	both	formations	give	up	their	gas	reluctantly.	As	in	the	Barnett	Shale,	Woodford	wells	must	be	
hydraulically	fractured	during	completion.	This	adds	to	the	cost	and	complexity	of	each	well.	Also,	as	in	the	Barnett	Shale,	the	Woodford	responds	well	to	
horizontal	drilling.

Devon	has	assembled	an	acreage	position	in	several	eastern	Oklahoma	counties	that	is	prospective	for	the	Woodford	Shale.	We	currently	hold	about	
70,000	net	acres,	representing	several	hundred	potential	drilling	locations.	We	drilled	our	first	Woodford	well	in	2005	and	drilled	40	horizontal	Woodford	
wells	in	2006.	We	plan	to	keep	four	operated	rigs	running	on	our	Woodford	acreage	in	2007,	drilling	55	wells.

The octopus is Coming

Polvo,	octopus	in	Portuguese,	is	Devon’s	first	start-to-finish	offshore	oil	project	in	Brazil.	Located	in	the	Campos	Basin,	Polvo	will	be	one	of	the	
quickest	offshore	projects	brought	to	completion	in	Brazil.	Discovered	in	June	2004,	Polvo	is	expected	to	see	first	production	in	mid-2007.	Development	
plans	anticipate	10	producing	wells.	The	1.5	million	barrel-capacity	FPSO	vessel	that	will	handle	the	produced	oil	has	been	commissioned	and	is	expected	
on	location	in	May.	Oil	production	is	projected	to	reach	a	peak	of	about	26,000	barrels	of	oil	per	day,	net	to	Devon.	We	operate	Polvo	with	a	60%	working	
interest.

Encouraged	by	our	success	at	Polvo,	Devon’s	objective	is	to	build	a	significant	presence	in	Brazil	through	an	ongoing	exploration	program.	Brazil	
welcomes	foreign	investment	to	make	the	country	more	energy	self-sufficient.	Devon	has	even	joined	with	Brazil’s	own	Petrobras	to	acquire	leases	in	
some	of	the	country’s	most	promising	offshore	exploration	areas.	Petrobras	is	a	worldwide	leader	in	deepwater	oil	and	gas	exploration	and	production,	
and	we	are	very	pleased	to	be	partnered	with	this	company	in	its	home	country,	as	well	as	in	the	U.S.	Gulf	of	Mexico.	We	currently	hold	leases	in	nine	
offshore	blocks	in	Brazil.



		
Construction nears completion at Devon’s Jackfish thermal oil facility in Alberta, 
Canada. Commencement of steam injection and first production from Jackfish are 
planned for 2007.

Drilling operations on the ACG field, offshore Azerbaijan, have increased field-wide 
production to more than 700,000 barrels of oil per day. Devon’s share of production is 
expected to average more than 30,000 barrels per day in 2007.

First Production Slated for Jackfish oil Sands Project

The	oil	sands	of	western	Canada	are	believed	to	hold	billions	of	barrels	of	oil	in	the	form	of	thick,	tar-like	bitumen.	Shallow	deposits	of	bitumen	have	
been	successfully	mined	for	many	years.	Deeper	deposits	cannot	be	mined,	but	can	be	heated	and	coaxed	to	the	surface	by	injecting	steam	underground.	
Devon’s	100%-owned	Jackfish	project	in	eastern	Alberta	utilizes	the	steam-assisted	gravity	drainage	(SAGD)	process.

Jackfish,	with	300	million	barrels	of	estimated	recoverable	reserves,	has	been	under	construction	since	2005.	With	construction	nearing	completion,	
we	expect	to	begin	injecting	steam	at	Jackfish	in	2007.	As	the	steam	permeates	and	heats	the	bitumen,	flows	will	increase,	reaching	an	expected	35,000	
barrels	per	day	in	late	2008.	Jackfish	is	an	important	component	of	our	production	growth	forecasts	for	2008	and	2009.	Without	the	declines	seen	in	most	
conventional	oil	fields,	Jackfish	is	expected	to	produce	at	a	relatively	steady	rate	for	20	years	or	more.

We	have	also	asked	the	Alberta	government	to	approve	a	second	phase	Jackfish	project	on	our	oil	sands	leases	adjacent	to	the	first	phase.	This	would	
double	the	resource	size	to	approximately	600	million	barrels	and	double	production	to	about	70,000	barrels	per	day.	If	the	expansion	project	is	approved	
and	sanctioned	for	development,	first	steam	at	Jackfish	2	could	commence	near	the	end	of	this	decade.

Production Growth from the Caspian

Azerbaijan	has	a	rich	heritage	as	an	oil	producer.	It	was	the	birthplace	of	the	oil-refining	industry	and	was	the	world’s	leading	petroleum	producer	at	

the	beginning	of	the	twentieth	century.	During	World	War	II,	the	country	supplied	about	70%	of	the	former	Soviet	Union’s	total	oil	production.

The	Azeri-Chirag-Gunashli	(ACG)	oil	development	project	is	located	in	the	Caspian	Sea,	nearly	75	miles	off	the	coast	of	Azerbaijan.	ACG	is	one	of	the	

largest	oil	fields	under	development	in	the	world,	and	Devon’s	share	represents	about	84	million	barrels	of	light,	sweet	crude	oil.

Devon	established	its	stake	in	the	field	in	1999	when	we	acquired	PennzEnergy.	Commercial	development	of	ACG	was	dependent	upon	construction	

of	a	major	export	pipeline	that	was	completed	in	2006.	For	the	past	seven	years,	most	of	Devon’s	share	of	production	from	ACG	went	to	repay	partners	
for	costs	incurred	on	our	behalf	under	the	terms	of	our	5.6%	carried	interest	ownership.	A	ramp-up	in	production	upon	completion	of	the	export	pipeline	
enabled	us	to	repay	our	carried	interest	balances	in	late	2006.		

With	transportation	capacity	provided	by	the	export	pipeline,	field-wide	production	has	increased	to	more	than	700,000	barrels	per	day,	heading	to	a	
million	barrels	per	day	in	2009.	As	a	result,	Devon’s	share	of	ACG	production	has	also	increased,	making	ACG	a	significant	contributor	to	our	10%	year-over-
year	production	growth	forecast	for	2007.	Devon’s	production	from	ACG	is	expected	to	average	more	than	30,000	barrels	per	day	in	2007.



operating Statistics by Area	(1)  

Producing	Wells	at	Year-End 

8,704  

 6,668  

 5,785  

 3,925  

 687  

 25,769  

 7,391  

 530  

 33,690  

Permian 

mid- 
continent  

rocky 
mountains 

gulf 
coast 

u.s. 
offshore 

total  
u.s. 

canada 

international 

total
company

2006	Production (Net of royalties)
  Oil (MMBbls) 
  Gas (Bcf) 
  NGLs (MMBbls) 
  Oil, Gas and NGLs (MMBoe) 

Average	Prices
  Oil price ($/Bbl) 
  Gas price ($/Mcf) 
  NGLs price ($/Bbl) 
  Oil, Gas and NGLs ($/Boe) 

Year-End	Reserves (Net of royalties)
  Oil (MMBbls) 
  Gas (Bcf) 
  NGLs (MMBbls) 
  Oil, Gas and NGLs (MMBoe) 

Year-End	Present	Value	of	Reserves (In millions) (2) 

Before income tax 

  After income tax 

Year-End	Leasehold (Net acres in thousands)
  Developed 
  Undeveloped 

Wells	Drilled	During	2006 

Capital	Costs	Incurred (In millions) (3)

2006	Actual	(4) 
2007	Forecast 

7  
 38  
2  
16  

 61.20  
 5.80  
 28.78  
 45.40  

 89  
 265  
 22  
 155  

 1  
 225  
 11  
 49  

 62.49  
 5.75  
 28.21  
 33.52  

 6  
 3,382  
 156  
 725  

 1  
 95  
 1  
 18  

 55.40  
 5.64  
 15.63  
 35.35  

 20  
 1,134  
 7  
 216  

 2  
 129  
 4  
 27  

 63.11  
 6.39  
 34.05  
 39.27  

 12  
 1,198  
 45  
 257  

 8  
 79  
 1  
 22  

 64.24  
 7.24  
 35.43  
 51.23  

 43  
 376  
 3  
 109  

 19  
 566  
 19  
 132  

 62.23  
 6.09  
 29.42  
 39.31  

 170  
 6,355  
 233  
 1,462  

 13  
 241  
 4  
 58  

 46.94  
 6.05  
 42.67  
 39.21  

 329  
 1,896  
 42  
 687  

 23  
 8  
 — 
 24  

 61.36  
 3.95  
 —  
 59.24  

 209  
 105  
 — 
 227  

 55  
 815  
 23  
 214  

 58.30 
 6.06 
 32.10  
 41.51  

 708  
 8,356  
 275  
 2,376  

2,178 

4,334 

1,952 

1,890 

 2,285  

 12,639  
 8,677  

 6,714  
 4,817  

 4,742  
 3,079  

 24,095  
 16,573  

$ 
$ 
$ 
$ 

$ 
$ 

 308  
 469  

 171  

 772  
 603  

 621  

 550  
 1,409  

 515  

 552  
 545  

 223  

 223  
 1,499  

 2,385  
 4,525  

 2,124  
 6,304  

 299  
 9,440  

 4,808  
 20,269  

 20  

 1,550  

 877  

 41  

 2,468  

$ 
 216  
$  220-240 

 3,609  
1,515-1,625 

 365  
350-370 

 666  
805-875 

 681  
720-775 

 5,537  

 1,554  
3,610-3,885  1,245-1,350 

 631  

 7,722  
395-440  5,250-5,675 

(1)  Excludes results from discontinued operations. 
(2)   Estimated future revenue to be generated from the production of proved reserves, net of estimated future production and development costs, discounted at 10% in accordance with SFAS No. 69, Disclosures about Oil and 

Gas Producing Activities. Devon believes that the pre-tax 10% present value is a useful measure in addition to the after-tax value as it assists in both the determination of future cash flows of the current reserves as well as in 
  making relative value among peer companies. The after-tax present value is dependent on the unique tax situation of each individual company while the pre-tax present value is based on prices and discount factors which 

are consistent from company to company. We also understand that securities analysts use this pre-tax measure in similar ways.

(3)  2006 actual costs incurred and 2007 forecasted capital costs include exploration and production expenditures, capitalized general and administrative costs, capitalized interest costs and asset retirement costs.
(4)  2006 costs incurred includes acquisition costs of $2.2 billion in the Mid-Continent region related to the Chief acquisition. 

11-year Property Data	(1)

1996 

1997 

1998 

1999 

2000 

2001 

2002 

2003 

2004 

2005 

10-year 
compound
2006  growth rate  growth rate

5-year 
compound 

Reserves (Net of royalties) 
  Oil (MMBbls) 
  Gas (Bcf)   
  NGLs (MMBbls) 
  Oil, Gas and NGLs (MMBoe)  

10% Present Value Before Income Taxes (In millions) (2)  $ 

351  
1,131  
18  
558  
3,952  

219  
1,403  
24  
477  
2,100  

166  
1,440  
21  
427  
1,375  

439  
2,785  
55  
958  

406  
3,045  
50  
963  
5,316   17,075  

646  
444  
527  
7,316  
5,836  
5,024  
209  
192  
108  
1,472  
2,074  
1,609  
6,687   15,307   22,438 

585  
7,493  
232  
2,065  
22,693 

640  
7,296  
246  
2,102  
34,830 

708  
8,356  
275  
2,376  
24,095  

Production (Net of royalties) 
  Oil (MMBbls) 
  Gas (Bcf)   
  NGLs (MMBbls) 
  Oil, Gas and NGLs (MMBoe)  

Average Prices
  Oil (Per Bbl) 
  Gas (Per Mcf) 
  NGLs (Per Bbl) 
  Oil, Gas and NGLs (Per Boe)  

unit Production and operating expense (Per Boe)  

$ 
$ 
$ 
$ 

$ 

30  
116  
2  
52  

29  
180  
3  
62  

20  
189  
3  
55  

25  
295  
5  
79  

37  
417  
7  
113  

36  
489  
8  
126  

42  
761  
19  
188  

60  
863  
22  
226  

74  
891  
24  
247  

62  
827  
24  
224  

55  
815  
23  
214  

17.49  
1.82  
13.78  
14.90  

17.03  
2.04  
12.61  
14.51  

12.28  
1.78  
8.08  
11.09  

17.78  
2.09  
13.28  
14.22  

24.99  
3.53  
20.87  
22.38  

21.41  
3.84  
16.99  
22.19  

21.71  
2.80  
14.05  
17.61  

25.82  
4.51  
18.65  
25.93  

28.22  
5.32  
23.04  
29.92  

38.00  
6.99  
28.96  
39.48  

58.30  
6.06  
32.10  
41.51  

5.24  

4.63  

4.29  

4.15  

4.81  

5.29  

4.71  

5.65  

6.13  

7.42  

8.54  

10% 

6% 
11% 
21% 
10% 
29% 

9% 
11% 
24% 
11% 

22% 
10% 
14% 
13% 

7%
22%
31%
16%
20%

6%
22%
27%
15%

13%
13%
9%
11%

5%

(1)   The years 1996 through 2002 exclude results from Devon’s operations in Indonesia, Argentina and Egypt that were discontinued in 2002. Devon acquired new assets in Egypt from the April 2003 Ocean merger. The years 2003 

through 2006 exclude results from operations in Egypt that were discontinued in 2006.  Data has been restated to reflect the 1998 merger of Devon and Northstar and the 2000 merger of Devon and Santa Fe Snyder in accordance 

  with the pooling-of-interests method of accounting.
(2)   Estimated future revenue to be generated from the production of proved reserves, net of estimated future production and development costs, discounted at 10% in accordance with SFAS No. 69, Disclosures about Oil and 

Gas Producing Activities. Devon believes that the pre-tax 10% present value is a useful measure in addition to the after-tax value as it assists in both the determination of future cash flows of the current reserves as well as in 
  making relative value among peer companies. The after-tax present value is dependent on the unique tax situation of each individual company while the pre-tax present value is based on prices and discount factors which 

are consistent from company to company. We also understand that securities analysts use this pre-tax measure in similar ways. 



 
 
 
 
 
 
 
 
 
 
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
 
 
 
 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Key Property Highlights

A

B

B

A

B

B

A

C

D

PERMIAN

MID-CONTINENT

ROCky MOuNTAINs

A / Southeast New Mexico

A / Woodford Shale

A / Bear Paw

Profile
•	 75%	average	working	interest	in	548,000	acres.
•	 Key	fields	include	Ingle	Wells,	Catclaw	Draw,	Potato	Basin,	

Red	Lake,	Gaucho,	and	Outland.

•	 Produces	oil	and	gas	from	multiple	formations	at	1,500’		

Profile
•	 70,000	net	acres	in	the	Arkoma	Basin	in	eastern	Oklahoma.
•	 Operated	working	interests	range	from	50%	to	100%.
•	
•	 Produces	gas	from	the	Woodford	Shale	formation	at	4,000’	

Emerging	unconventional	natural	gas	play.

to	16,500’.

•	 44.2	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	33	gas	wells.
•	 Drilled	and	completed	49	oil	wells.
•	 Recompleted	15	wells.
2007 Plans
•	 Drill	28	gas	wells.
•	 Drill	43	oil	wells.
•	 Recomplete	35	wells.

B / West Texas

Profile
•		 40%	average	working	interest	in	1.1	million	acres.	
•	 Key	fields	include	Wasson,	Reeves	and	Anton-Irish	to	the	north;		

Ozona,	Keystone/Kermit	and	Waddell	to	the	south.
•	 Produces	oil	and	gas	from	multiple	formations	at	2,500’	

to	18,000’.

•	 111.3	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	12	gas	wells.
•	 Drilled	and	completed	83	oil	wells.
•	 Recompleted	52	wells.
•	 Reactivated	11	wells.	
2007 Plans
•	 Drill	29	gas	wells.
•	 Drill	71	oil	wells.
•	 Recomplete	48	wells.
•	 Reactivate	20	wells.

to	10,000’.

•	 10.4	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	40	horizontal	wells	(15	operated).
•	 Acquired	additional	acreage.
•	 Acquired	3-D	seismic.
2007 Plans
•		 Drill	55	horizontal	wells	(40	operated).
•	
Expand	gas	gathering	system	capacity.
•	 Continue	construction	of	200	million	cubic	feet	per	day	gas	plant.
•	 Acquire	additional	3-D	seismic	and	acreage.

B / Barnett Shale

Profile
•	 736,000	net	acres	(127,000	within	core	area)	in	the	Fort	Worth		

Basin	of	north	Texas.

•	 >93%	average	working	interest	in	core.
•	 >84%	average	working	interest	outside	core.
•	 Produces	gas	from	the	Barnett	Shale	formation	at	6,500’	to	9,200’.
•	 608.1	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	133	wells	within	core	area,	including:
54		vertical	infill	wells.
79		horizontal	wells.

•	 Drilled	250	wells	outside	core	area,	including:

7		vertical	wells.
243		horizontal	wells.

Improved	drilling	efficiencies	with	new	generation	rigs.

•	 Acquired	Chief’s	assets.
•	
•	 Acquired	3-D	seismic	and	acreage.
2007 Plans
•		 Drill	157	wells	within	core	area,	including:
10		vertical	infill	wells.
147		horizontal	wells.

•	 Drill	228	horizontal	wells	outside	core	area.
•	
•	 Acquire	additional	3-D	seismic	and	acreage.

Evaluate	far	west	acreage.

Profile
•	 814,000	net	acres	in	north	central	Montana.
•	 90%	average	working	interest	in	federal	units.
•	 75%	average	working	interest	outside	federal	units.
•	 Produces	gas	from	the	Eagle	formation	at	800’	to	2,000’.
•	 18.5	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•		 Drilled	and	completed	49	wells.	
•	 Recompleted	23	wells.
•	
•	
2007 Plans
•		 Drill	95	wells.
•	 Continue	workover	program.
•	 Add	compression	and	perform	other	gas	gathering	

Installed	artificial	lift	on	39	wells.
Expanded	gas	gathering	system	capacity.	

system	improvements.

•	 Acquire	3-D	seismic.

B / Powder River Coalbed Natural Gas

Profile
•	 75%	average	working	interest	in	346,000	acres	in	north	

eastern	Wyoming.

•	 Produces	coalbed	natural	gas	from	the	Fort	Union	Coal			

formations	at	300’	to	2,000’.

•	 19.3	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	251	coalbed	natural	gas	wells.
•	 Added	compression	and	performed	other	gas	gathering			

•	

system	improvements.
Increased	outside	operated	activity	in	Juniper	Draw
area	(Big	George	coal).

2007 Plans
•	 Drill	342	coalbed	natural	gas	wells.
•	 Continue	focus	and	expansion	of	operated	and	outside					

operated	activity	at	Juniper	Draw.
Initiate	full	scale	development	plans	for	West	Pine	Tree	Unit.

•	

C / Washakie

Profile
•	 76%	average	working	interest	in	210,000	acres	in	

southern	Wyoming.

•	 Produces	gas	from	multiple	formations	at	6,800’	to	10,300’.
•	 104.4	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	137	wells.
•	 Recompleted	3	wells.
•	
•	

Installed	76	plunger	lifts.
Installed	compression	and	performed	other	gas	gathering		
system	improvements.

•	 Continued	implementation	of	automated	production	

control	system.

2007 Plans
•	 Drill	105	wells,	including	23	directional	wells.
•	
•	 Add	compression	and	perform	other	gas	gathering	

Install	100	plunger	lifts.

system	improvements.

•	 Continue	implementation	of	automated	production													

control	system.

28

texasOklahOmanew mexicoKansasColoradonew mexicoKansasColoradoArizonANebraskaUTAHIDAHOWyomingMontanaSouthDakotaNorthDakotatexasArkAnsAsOklahOmaGulf of MexicoLouisiana	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
D / NEBU/32-9 Units

Profile
•	 25%	average	working	interest	in	54,000	acres	in	the	San	Juan		

Basin	of	northwestern	New	Mexico.

•	 Coalbed	natural	gas	development	began	in	the	late	1980s	and		

•	

early	1990s.
Includes	299	coalbed	gas	wells,	262	conventional	wells,	gas		
and	water	gathering	systems	and	an	automated	production		
control	system.

•	 Produces	primarily	coalbed	natural	gas	from	the	Fruitland	Coal		

formation	at	3,500’.

•	 18.1	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	32	coalbed	gas	wells.
•	 Completed	171-well	workover	program.
•	 Drilled	and	completed	20	conventional	gas	wells.
•	 Recompleted	4	conventional	wells.
2007 Plans
•		 Drill	4	coalbed	gas	wells.	
•	
•	 Drill	33	conventional	gas	wells.
•	 Recomplete	6	conventional	wells.

Initiate	150-well	workover	program.

B

C

A

D

D

D

GuLF COAsT

A / Groesbeck Area

2006 Activity
•	 Drilled	and	completed	120	vertical	wells,	including	36	infill	wells.
•	 Drilled	and	completed	2	horizontal	wells.
•	 Recompleted	88	wells.
•	 Acquired	additional	acreage.
2007 Plans
•	 Drill	136	vertical	wells,	including	18	infill	wells.
•	 Drill	14	horizontal	wells.
•	 Recomplete	48	wells.

C / North Louisiana Area

Profile
•	 65%	average	working	interest	in	654,000	acres	in	north	Louisiana.
•	 Own	mineral	interests	in	139,000	net	acres	on	trend	with	lower		

Cotton	Valley/Bossier	play.
Emerging	gas	exploration	play.

•	
•	 Produces	from	the	lower	Cotton	Valley	and	Bossier	formations	at		

13,000’	to	17,000’.
Includes	44	producing	wells.

•	
•	 2.4	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	5	wells	at	Vernon-Ansley.
•	 Drilled	1	exploratory	discovery	well	at	East	Vernon.
•	 Drilled	2	appraisal	wells	at	East	Vernon.
•	 Drilled	1	exploratory	well	at	Mt.	Moriah.
•	 Drilled	1	appraisal	well	at	Vixen.
•	 Acquired	3-D	seismic	at	Vixen	and	Caney	Lake.

2007 Plans
•	 Drill	2	exploration	wells	to	test	other	prospect	areas.

D / South Texas/South Louisiana

Includes	930	producing	wells.

Profile
•	 66%	average	working	interest	in	584,000	acres.
•	 Key	areas	include	Matagorda,	Zapata,	Agua	Dulce/
N.	Brayton,	Duval/Hagist,	Houston,	Central	Texas,	
Coastal	Frio	and	the	Patterson	field	in	Louisiana.
•	 Produces	oil	and	gas	from	the	Frio/Vicksburg,	Yegua,		
	 Wilcox	and	Woodbine	trends	at	1,500’	to	15,000’.	
•	
•	 30.9	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	44	wells.
•	 Drilled	4	exploratory	wells	in	the	Matagorda	area.
•	 Recompleted	62	wells.
•	 Acquired	3-D	seismic	in	the	Zapata	area.
2007 Plans
•	 Drill	49	wells.
•	 Drill	1	exploratory	well	in	the	Matagorda	area.
•	 Drill	3	exploratory	wells	in	south	Louisiana.
•	 Drill	2	horizontal	Austin	Chalk	wells.
•	 Recomplete	63	wells.
•	 Acquire	3-D	seismic	in	the	Brazoria	area.
•	 Acquire	3-D	seismic	in	the	Patterson	field.

D

C

B

A

Profile
•	 72%	average	working	interest	in	292,000	acres	in	east	

central	Texas.

GuLF - shELF

•	 Key	fields	include	Personville,	Nan-Su-Gail,	Dew,	Oaks	

A / Eugene Island South Area

and	Bald	Prairie.

•	 Produces	primarily	gas	from	the	Travis	Peak,	Cotton	Valley	Sand,		
Bossier	and	Cotton	Valley	Lime	formations	at	6,000’	to	13,000’.
Includes	677	producing	wells.

•	
•	 48.0	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	23	vertical	wells.
•	 Drilled	and	completed	8	horizontal	wells.
•	 Recompleted	3	wells.
•	 Acquired	additional	acreage	through	joint	venture.
2007 Plans
•	 Drill	22	vertical	wells.
•	 Drill	12	horizontal	wells.
•	 Drill	1	exploratory	well	on	joint-venture	acreage.
•	 Recomplete	9	wells.
•	 Acquire	3-D	seismic.

B / Carthage Area

Profile
•	 85%	average	working	interest	in	205,000	acres	in	east	Texas.
•	 Key	fields	include	Carthage,	Bethany,	Waskom,	Stockman	

and	Appleby.

•	 Produces	primarily	gas	from	the	Pettit,	Travis	Peak	and

Cotton	Valley	formations	at	5,700’	to	9,600’.
Includes	1,530	producing	wells.

•	
•	 160.8	million	barrels	of	oil	equivalent	reserves	at	12/31/06.

Profile
•	

Includes	8	blocks	located	in	the	southern	portion	of		
Eugene	Island	area.

•	 Working	interests	range	from	14%	to	100%.
Located	offshore	Louisiana	in	250’	of	water.
•	
•	 Produces	oil	and	gas	from	sands	at	1,500’	to	13,000’.
•	 14.7	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	2	wells	at	Eugene	Island	315.
•	 Drilled	2	wells	at	Eugene	Island	316.
•	 Drilled	1	well	at	Eugene	Island	329.
•	 Drilled	1	well	at	Eugene	Island	337.
•	 Completed	2005	Chopin	discovery	and	commenced	production.
•	 Drilled	1	dry	hole	at	Eugene	Island	334.
2007 Plans
•		 Drill	2	wells	at	Eugene	Island	337.
•	 Drill	1	well	at	Eugene	Island	333.
•	 Drill	1	well	at	Eugene	Island	334.
•	

Initiate	recompletion	program	at	Eugene	Island	330.

Shelf Exploration Prospects

Profile
B / Nimitz
•	 Brazos	A-24.	
•	
•	
•	 20%	working	interest.
•	 Net	unrisked	reserve	potential:	undisclosed.

Located	offshore	Texas	in	130’	of	water.
Target	formation:	Miocene	sands	at	19,400’	to	20,700’.

C / Buckeye
•	 West	Cameron	164.	
•	
•	
•	 100%	working	interest.
•	 Net	unrisked	reserve	potential:	4	million	barrels	of	

Located	offshore	Louisiana	in	50’	of	water.
Target	formation:	Lower	Miocene	sands	at	9,000’	to	13,000’.

oil	equivalent.

D / Sleeping Bear
•	 Mobile	826.	
•	
•	
•	 75%	working	interest.
•	 Net	unrisked	reserve	potential:	16	million	barrels	of	

Located	offshore	Alabama	in	50’	of	water.
Target	formation:	Norphlet	sands	at	21,200’	to	21,800’.

Finalized	geophysical	analyses	and	drilling	contracts.

oil	equivalent.
2006 Activity
•	
•	 Secured	farmin	agreement	at	Nimitz.
2007 Plans
•	 Secure	farmout	agreements	with	industry	partners	at		 	

Sleeping	Bear	and	Buckeye.
•	 Drill	exploratory	test	wells.

29

MSALGulf of MexicotexasLouisianatexasGulf of MexicoLouisiana	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
J

D

A

BC

H
K

I
E

L
G F

GuLF - DEEPwATER

A / Nansen

Located	offshore	Texas	in	3,500’	of	water.

Includes	3	blocks	in	central	East	Breaks	area.

Profile
•	
•	 50%	working	interest.
•	
•	 Produces	oil	and	gas	from	sands	at	9,000’	to	14,000’.
•	 Utilizes	the	world’s	first	open-hull	truss	spar.
•	 36.2	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Conducted	geophysical	analysis	for	2-well	development	program		

in	2007.
2007 Plans
•	 Drill	2	development	wells.
•	 Recomplete	2	wells.

B / Magnolia

Located	offshore	Louisiana	in	4,700’	of	water.

Profile
•		 25%	working	interest	in	Garden	Banks	783	and	784.
•	
•	 Developing	1999	discovery.
•	 Produces	oil	and	gas	from	sands	at	12,000’	to	17,000’.
•	 Utilizes	the	world’s	deepest	tension-leg	platform.
•	 13.9	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Completed	final	2	of	initial	8	wells.
2007 Plans
•	 Drill	2	additional	development	wells.
•	 Perform	recompletions	and	sidetrack	drilling	as	necessary.
•	

Evaluate	potential	for	additional	drilling.

C / Red Hawk

Located	offshore	Louisiana	in	5,300’	of	water.

Profile
•		 50%	working	interest	in	Garden	Banks	876,	877,	920	and	921.
•	
•	 2001	discovery.
•	 Produces	gas	from	sands	at	16,000’	to	18,500’.
•	 Utilizes	the	world’s	first	cell	spar.
•	 6.1	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Restored	production	previously	shut-in	due	to	hurricane	damage		

to	third-party	downstream	facilities.

2007 Plans
•		
•	

Install	compression.
Evaluate	potential	for	additional	drilling.

D / Merganser (Independence Hub)

Located	offshore	Louisiana	in	8,100’	of	water.

To	produce	gas	from	sands	at	19,000’	to	20,000’.

Profile
•	 50%	working	interest	in	Atwater	Valley	37.
•	
•	 Developing	2001	discovery.
•	
•	 Cooperative	development	of	10	nearby	industry	discoveries		
utilizing	subsea	tie-backs	to	a	central	production	hub.
•	 7.2	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Completed	and	tested	2	future	producing	wells.
•	 Continued	construction	and	installation	of	surface	and	

subsea	facilities.

2007 Plans
•	
•	 Commence	production.

Finish	installation	of	surface	and	subsea	facilities.

Lower Tertiary Discoveries

Profile
E / Cascade
•	 50%	working	interest	in	Walker	Ridge	206.
Located	offshore	Louisiana	in	8,200’	of	water.
•	
•	
Target	formation:	Lower	Tertiary	sands	at	25,000’	to	27,000’.
•	 Discovery	well	drilled	in	2002	encountered	>	450’	of	net	oil	pay.
F / St. Malo
•	 22.5%	working	interest	in	Walker	Ridge	678.
Located	offshore	Louisiana	in	6,900’	of	water.
•	
•	
Target	formation:	Lower	Tertiary	sands	at	26,000’	to	29,000’.
•	 Discovery	well	drilled	in	2003	encountered	>	450’	of	net	oil	pay.
G / Jack
•	 25%	working	interest	in	Walker	Ridge	759.
•	
•	
•	 Discovery	well	drilled	in	2004	encountered	>	350’	of	net	oil	pay.
H / Kaskida
•	 20%	working	interest	in	Keathley	Canyon	292.
Located	offshore	Louisiana	in	5,900’	of	water.
•	
•	
Target	formation:	Lower	Tertiary	sands.
•	 Discovery	well	drilled	in	2006	encountered	approximately	800’	of		

Located	offshore	Louisiana	in	7,000’	of	water.
Target	formation:	Lower	Tertiary	sands.

net	hydrocarbon	bearing	sands.
First	Lower	Tertiary	discovery	in	Keathley	Canyon	area.

•	
2006 Activity
Increased	ownership	in	Cascade	unit	from	25%	to	50%.
•	
•	 Announced	plans	to	develop	Cascade	with	first	production	in	

late	2009.

•	 Received	approval	from	MMS	for	Cascade	Conceptual	Plan	using		

an	FPSO.

•	 Completed	first	successful	Lower	Tertiary	production	test	at	Jack.
•	 Drilled	discovery	well	at	Kaskida.
•	 Drilled	sidetrack	appraisal	well	at	Kaskida.
•	

Evaluated	development	options	and	facilities	designs	for		
Cascade,	Jack	and	St.	Malo.

•	 Acquired	13	additional	Lower	Tertiary	blocks	through	federal		

lease	sale.

•	 Secured	2	long-term	deepwater	rig	contracts.
2007 Plans
•	 Sanction	initial	development	at	Cascade.
•	 Obtain	MMS	approval	of	Deepwater	Operating	Plan	at	Cascade.
•	
•	
•	 Continue	evaluation	of		development	options	at	Jack	and	St.	Malo.
•	
•	 Conduct	additional	appraisal	operations	at	Kaskida

Initiate	drilling	second	appraisal	well	at	Jack.
Initiate	drilling	second	appraisal	well	at	St.	Malo.

Initiate	evaluation	of	development	options	at	Kaskida.

Miocene Discoveries

Profile
I / Mission Deep
•		 50%	working	interest	in	Green	Canyon	955.
Located	offshore	Louisiana	in	7,300’	of	water.
•	
Target	formation:	Miocene	sands.
•	
•	 Discovery	well	drilled	in	2006	encountered	>	250’	of	net	oil	pay.

J / Sturgis
•	 25%	working	interest	in	Atwater	Valley	183.
Located	offshore	Louisiana	in	3,700’	of	water.
•	
•	
Target	formation:	Miocene	sands.
•	 Discovery	well	drilled	in	2003	encountered	>	100’	of	net	oil	pay.
•	 Development	potential	would	be	enhanced	by	success	at	

Sturgis	North.
2006 Activity
•	 Drilled	discovery	well	at	Mission	Deep.
•	
2007 Plans
•	 Complete	drilling	sidetrack	appraisal	well	at	Mission	Deep.
•	

Initiated	drilling	of	sidetrack	appraisal	well	at	Mission	Deep.

Evaluate	development	options.

Deepwater Exploration Prospects

Profile
K / Lower Tertiary Prospect #1
Located	in	Keathley	Canyon	area.
•	
Located	offshore	Louisiana	in	6,000’	of	water.
•	
•	
Target	formation:	Lower	Tertiary	sands.
L / Lower Tertiary Prospect #2
•		 Located	in	Walker	Ridge	area.
•	
•	
2006 Activity
•		 Conducted	technical	evaluations	and	initiated	drilling	contracts.
2007 Plans
•	
•	 Drill	exploratory	test	wells.

Located	offshore	Louisiana	in	6,500’	of	water.
Target	formation:	Lower	Tertiary	sands.

Finalize	technical	evaluations	and	contracts.

A

B
C
D

F

E

CANADA

A / Mackenzie Delta/Beaufort Sea

Profile
•	 43%	average	working	interest	in	2.1	million	exploratory	acres	in		
the	Mackenzie	Delta	and	shallow	waters	of	the	Beaufort	Sea.
•	 Devon	is	the	largest	holder	of	exploration	acreage	in	this	area.
•	 Drilling	limited	to	winter	only.
•	 2002	Tuk	M-18	discovery	estimated	at	200-300	billion	

cubic	feet	gross.

2006 Activity
•	 Drilled	and	tested	Paktoa	exploratory	well	in	Beaufort	Sea.
•	 Paktoa	well	encountered	hydrocarbons	but	did	not	meet		

expectations.

2007 Plans
•	 Apply	for	Significant	Discovery	License	to	retain	Paktoa	acreage.
Evaluate	potential	for	future	drilling	in	the	Mackenzie	Valley		
•	
corridor.

B / Northeast British Columbia

Profile
•	 72%	average	working	interest	in	1.7	million	acres	in		

northwestern	Alberta	and	northeastern	British	Columbia.
•	 Key	areas	include	Hamburg,	Peggo,	Monias,	Ring	Border	

and	Wargen.

•	 Primarily	winter-only	drilling.
•	 Produces	oil	and	gas	from	multiple	formations	including	

the	Halfway	and	Baldonnel	at	2,600’	to	5,000’.

•	 59.4	million	barrels	of	oil	equivalent	reserves	at	12/31/06.

30

NorthwestterritoriesSaSkatchewanManitobaYukonTerriTorYAlbertABritish ColumBiaNuNavutGulf of MexicotexasLouisiana	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
2007 Plans
•	 Drill	395	total	wells,	including:
185		wells	at	Iron	River.
82		wells	at	Manatokan.
53		wells	at	End	Lake.
51		wells	at	Lloydminster.

•	 Sidetrack	1	producing	well	from	the	Chirag	platform.
•	 Pre-drill	4	wells	and	begin	completion	operations	in	the		

•	

deepwater	Gunashli	area.
Install	platforms	and	production	facilities	in	the	deepwater		
Gunashli	area.

•	 Add	additional	processing	capacity	at	Manatokan	plant.

B / Brazil                                   

2006 Activity
•	 Drilled	64	wells,	including:

20		wells	at	Wargen.
14		wells	at	Ring	Border.
11	 wells	at	Peggo.
7		wells	at	Hamburg/Chinchaga.

•	 Recompleted	12	wells.
2007 Plans
•		 Drill	68	total	wells,	including:
26	 wells	at	Wargen.
13		wells	at	Ring	Border.
12		wells	at	Monias.
7		wells	at	Hamburg/Chinchaga.

C / Peace River Arch

Profile
•	 69%	average	working	interest	in	685,000	acres	in	
	 western	Alberta.
•	 Key	areas	include	Belloy,	Cecil,	Dunvegan,	Eaglesham,	Knopcik,		

Tangent	and	Valhalla.

•	 Produces	liquids-rich	gas	and	light	gravity	oil	from	multiple		

formations	at	4,500’	to	8,000’.

•	 74.8	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•		 Drilled	82	wells,	including:

16		wells	at	Dunvegan.
16		wells	at	Valhalla.	
12		wells	at	Cecil.
9		wells	at	Belloy.
6		wells	at	Knopcik.

•	 Recompleted	34	wells.
2007 Plans
•	 Drill	62	total	wells,	including:

13		wells	at	Dunvegan.
10		wells	at	Cecil.
9		wells	at	Tangent.
7		wells	at	Belloy.

D / Deep Basin

F / Thermal Heavy Oil

Profile
•	 97%	average	working	interest	in	82,000	acres	in	eastern	

Alberta	oil	sands.

•	 Key	asset	is	Jackfish	(100%	interest).
•	 Steam-Assisted	Gravity	Drainage	(SAGD)	is	the	primary	

recovery	method.
•	
Expect	to	reach	35,000	barrels	per	day	from	Jackfish	in	2008.
•	 186.2	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	19	horizontal	well	pairs	at	Jackfish.
•	 Continued	construction	on	Jackfish	facilities.
•	 Submitted	application	for	regulatory	approval	for	Jackfish	2.
•	 Drilled	35	stratigraphic	wells	to	further	evaluate	Jackfish	

area	potential.

•	 Continued	construction	of	Access	Pipeline	to	and	

from	Edmonton.

2007 Plans
•	 Complete	facilities	construction	and	initiate	steam	injection	

at	Jackfish.

•	 Complete	construction	of	Access	Pipeline.
•	 Continue	engineering	analysis	for	Jackfish	2.
•	 Drill	up	to	50	stratigraphic	wells	to	further	evaluate	Jackfish	

area	potential.

Profile
•		 46%	average	working	interest	in	1.4	million	acres	in	western		

Alberta	and	eastern	British	Columbia.

•	 Key	areas	include	Bilbo/Cutbank,	Hiding,	Pinto/Leland	and		
	 Wapiti/Elmworth.
•	 Produces	liquids	rich	gas	from	primarily	Cretaceous	formations	

at	2,500’	to	14,000’.

•	 96.7	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	115	wells,	including:

57	 wells	at	Wapiti/Elmworth.
23		wells	at	Bilbo/Cutbank.
21		wells	at	Pinto/Leland.
11		wells	at	Hiding.

•	 Recompleted	36	wells.
2007 Plans
•	 Drill	57	total	wells,	including:

18		wells	at	Wapiti/Elmworth.
16		wells	at	Pinto/Leland.
12		wells	at	Hiding.
11		wells	at	Bilbo/Cutbank.

E / Lloydminster

Profile
•	 97%	working	interest	in	2.2	million	acres	in	eastern	Alberta	

and	Saskatchewan.

•	 Key	areas	include	End	Lake,	Iron	River,	Lloydminster	

and	Manatokan.

•	 Produces	primarily	conventional,	cold	flow	heavy	oil	from		
	 multiple	formations	at	1,000’	to	2,300’.
•	 84.5	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	397	wells,	including:

198		wells	at	Iron	River.
72		wells	at	Lloydminster.
70		wells	at	Manatokan.
46		wells	at	End	Lake.

•	 Recompleted	126	wells.
•	 Received	downspacing	approval	for	Iron	River.

A

C

B

INTERNATIONAL

A / Azerbaijan – ACG

Profile
•	 5.6%	interest	in	107,000	acres	in	the	Azeri-Chirag-Gunashli		

(ACG)	oil	fields	offshore	Azerbaijan.
Initial	position	obtained	in	1999	merger.

•	
•	 Major	oil	export	pipeline	commenced	operations	in	2006.	
•	
Expect	>30,000	barrels	per	day	net	to	Devon	in	2007.
•	 83.8	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	3	wells	from	the	Central	Azeri	platform.
•	 Completed	2	pre-drilled	wells	and	drilled	and	completed	3		

additional	wells	from	the	West	Azeri	platform.

•	 Commenced	production	from	the	West	Azeri	platform.
•	 Completed	3	pre-drilled	wells	and	commenced	production	from		

the	East	Azeri	platform.

•	 Drilled	and	completed	1	well	from	the	Chirag	platform.
•	 Pre-drilled	4	wells	for	future	production	in	the	deepwater		

Gunashli	area.

•	 Completed	fabrication	of	deepwater	Gunashli	jacket	

and	production	facilities.

2007 Plans
•	 Drill	1	producing	well	from	the	Central	Azeri	platform.
•	 Drill	3	producing	wells	from	the	West	Azeri	platform.
•	 Complete	4	pre-drilled	wells	from	the	East	Azeri	platform.

Profile
•	 1.4	million	acres	in	9	licensed	blocks	offshore	Brazil:

Block	BM-C-8;	60%	interest.
Block	BC-2;	17.65%	interest.
Block	BM-BAR-3;	100%	interest.
Block	BM-C-30;	25%	interest.
Block	BM-C-32;	40%	interest.
Block	BM-C-34	(C-M-471);	50%	interest.
Block	BM-C-34	(C-M-473);	50%	interest.
Block	BM-C-35;	35%	interest.
Block	BM-CAL-13;	100%	interest.

Located	in	the	Campos,	Barreirinhas	and	Camamu	Basins	in		

•	
	 water	depths	ranging	from		330’	to	9,100’.
Target	oil	formations	at	7,000’	to	16,000’.
•	
•	 Developing	2004	discovery	on	block	BM-C-8	(Polvo	development).
•	 9.0	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•		 Completed	fabrication	and	installation	of	platform	and	

Initiated	drilling	a	3-well	exploration	program	on	block	BM-C-8.

production	facilities	at	Polvo.
•	 Continued	Polvo	FPSO	conversion.
•	
•	 Drilled	1	unsuccessful	exploratory	well	on	block	BM-C-30.
•	 Drilled	1	unsuccessful	exploratory	well	on	block	BM-C-32.
•	 Acquired	offshore	blocks	BM-C-34,	BM-C-35	and	BM-CAL-13.
•	 Acquired	3-D	seismic	on	BM-CAL-13.
2007 Plans
•	 Complete	platform	hook-up	and	commissioning	operations	

at	Polvo.

•	 Complete	conversion,	installation	and	commissioning	of	

Polvo	FPSO.

•	 Drill	9	development	wells	at	Polvo.
•	 Commence	first	production	in	mid-2007	at	Polvo.
•	 Complete	exploration	drilling	on	block	BM-C-8.
•	 Reprocess	3-D	seismic	on	blocks	BM-C-30,	BM-C-32,	

•	

BM-C-34	and	BM-C-35.
Farmout	partial	interests	to	industry	partners	on	block	
BM-BAR-3	and	BM-CAL-13.

•	 Conduct	electromagnetic	survey	on	BM-BAR-3.
•	 Drill	1	exploratory	well	on	block	BC-2.

C / China                                            

Profile
•	 4.4	million	acres	in	3	licensed	blocks	offshore	China:
Block	15/34	(Panyu);	24.5%	interest.
Block	42/05;	100%	interest.
Block	11/34;	100%	interest.		

•	

Located	in	the	South	China	Sea	and	Yellow	Sea	in	water	
depths	ranging	from	100’	to	4,900’.

•	 Panyu	fields	produce	oil	from	1998	and	1999	discoveries.
•	 16.8	million	barrels	of	oil	equivalent	reserves	at	12/31/06.
2006 Activity
•	 Drilled	and	completed	6	development	wells	at	Panyu.
•	
•	 Completed	installation	of	water	handling	facilities	on	both	

Initiated	drilling	1	extended	reach	development	well	at	Panyu.

platforms	at	Panyu.

•	 Acquired	Yellow	Sea	block	11/34.
•	 Acquired	2-D	seismic	on	block	11/34.
•	 Acquired	3-D	seismic	on	block	42/05.
•	 Signed	contracts	to	acquire	2	additional	exploration	blocks	in	

the	South	China	Sea.

2007 Plans
•	 Complete	extended	reach	development	drilling	initiated	in	

2006	at	Panyu.

•	 Drill	7	development	wells	at	Panyu.
Finalize	acquisition	of	blocks	53/30	and	64/18.
•	
•	 Acquire	3-D	seismic	on	blocks	53/30	and	64/18.
•	 Prepare	for	2008	drilling	on	blocks	42/05	and	11/34.

3

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wartzDuane ScottEileen ScottGlenn ScottKY ScottLinda ScottMarci ScottMichel ScottPatti ScottRobert ScottValerie ScottParalea ScoutenHeath ScrogumRandall SealLorri SealeSusan SealsTony SearsChristopher SeasonsSteven SeatCatherine SeatonTony SeatonSusanna SeawrightJeff SeayJames SebastianMichelle SecrestBennie SeeEric SeegersChad SeelyMelissa SegstroDarell SeibJoseph SeilaPatrick SeilaffRobert SeilaffWes SeilhantAdam SeitchikDarren SeleshankoSummer SelfDavid SelingerBrad SellickRussell SelmanFraser SenciallRobbie SengRoyce SennTodd SennerZenwill SequeiraDean SergentAntonio SernaJoann SeuserJamin SeversonGina SewellCarson SexsmithKenny ShakotkoGary ShanerDennis ShannonLinda ShannonApoorva SharmaTerri SharpCarla SharpeValerie ShaverCraig ShawJerry ShawSheri-lyn ShawTeresa ShawValerie ShawTroy ShelbyHenry ShenHelen ShepherdJudy ShepherdJohn ShererArnold ShereyPete ShermanDavid SherrellJan SherrodMichael SherryLarene SherwoodBrian ShewchukLea Ann ShieldsGerald ShimekGuy ShipleyTami ShipleyCecil ShipmanTruman ShireyChris ShirleyMike ShirleyMyriam ShirleyWanda ShoalsBrent ShounRuth ShyerTerry ShyerDeanna ShymkiwGregory SibleyDru SidersCraig SiebenRhonda SiffordKen SiglBenjamin SigmundJim SigmundJon SikesDerrick SilkPhil SilvanRobert SilverRyan SimardChris SimmonsDavid SimmonsGreg SimmonsKay SimmonsNancy SimmonsChris SimonCameron SimpsonCandace SimpsonCarina SimpsonDale SimpsonElton SimpsonIan SimpsonJulie SimpsonMark SimpsonSharon SimpsonBart SimsCarl SimsDeborah SimsJennifer SimsNicole SimsEdward SinclairNeil SinclairBirdella SinegalChristopher SingletaryLisa SiriaGerald SirkinSam SittonBill SkeltonCarey SkjodtJohn SkollyBob SkoratkoJohn SkoyenRandy SkrepnekLouis SkrobarczykAdam SkulskyDoug SlackLori-Lynn SlackRonnie SlackArita SlateBruce SlaughterBrian SlempTroy SlempEd SlovacekWilliam SluntJohn SlupskyJeff SmailScott SmallingSpencer SmallwoodMickey SmartGlenn SmetheramDarryl SmetteBernard SminkAndy SmithAngela SmithBetty SmithBradley SmithBrent SmithBrittny SmithDarren SmithDavid SmithDickie SmithG. Thomas SmithGary SmithGlenn SmithGlenn SmithGwen SmithHaley SmithJace SmithJD SmithJim SmithJim SmithJimmy SmithJoe SmithJT SmithJulie SmithLarry SmithLynn SmithMelinda SmithMichelle SmithNita SmithPaul SmithRandall SmithRay SmithRosie SmithRoss SmithRoy SmithSandy SmithShanna SmithSteve SmithSuzanne SmithT. Wade SmithTheresa SmithTodd SmithTommy SmithhartAmy SmootDan SnellingKim SniderShaun SnisarenkoSteve SnowbargerDonald SnowdonCristin SnyderH. Brent SnyderShea SnyderRay SolisEugene SolizLuis SolteroDiane SoltnerRashida SomjiGeorge SonnierLinda SoperBonnie SorgeJeff SoudersBoulos SoueidiGregory SouleLynne SouthwardLuther SowellJohn SpaidLeland SpannDeane SparkmanMatthew SparkmanJimmy SparksLinda SpathCharles SpeerGay SpellerBecky SpencerCherrie SpencerClyde SpencerCorey SpencerDonald SpencerSandra SpencerEric SperlingRandy SperlingBarbara SpicerBrian SpiegelmannGreg SpiveyLance SpradlinDebbie SpragueDemaris SpriestersbachEmery SpronkenGeorgina SprouleMichael SpruillTom SpurlockCathy SpurrDana SquiresPatrick StaffordJulie StaggsGuy StagnerRichard StaleyChris StammCindy StampJackie StanfieldTrent StangRonald StangerMary Ann StankoDavid StanleyRix StanleyVance StanleyKevin StarkGreg StarleySusan StarnsMegan StarrKevin StashinDarcy StaszewskiKatarzyna StaszkiewiczElizabeth StationMelissa StefosDavid SteinDeb SteinEvan SteinMatt SteingerDaniel StelmaschukDean StenbeckDonna StepanianAlex StepaniukCarl StephensJames StephensKim StephensLisa StephensRudy StephensTamara StephensWayne StephensNancy StephensonBrandon StevensLinda StevensRay StevensRick StevensCorey StevensonGordon StevensonBlayne StewartBrian StewartDarren StewartGregory StewartJadell StewartJosie StewartJustin StewartKevin StewartLinda StewartSandra StewartStephanie StewartJon StigantDeEric StilesRandy StillAmy Renee StinerDebora StinnJerald StinnettAndrew StirlingDavid StizzaDean StobbeTony StockardAlan StocktonDavid StokesSean StollerTonya StoneDavid StoroschukGreg StortsRick StothersDon StoutMark StoutStephen StoutamireHarold StovallRon StrahanPeter StrakaRonald StrandquistJim StrawnFred StrawsonKristina StreckerEdward StrembickiClifford StricklandJason StricklandMichele StricklandCarl StricklerJon StricklerDiana StridDavid Dean StriegelAlan StroichJason StubinskyMichael StuchlyMarlene StuhrConnie StumGuy SturdevantJeff SudduthWendi SudhakarLeanne SuggettRalph SulakBobby SullivanLynn SullivanDan SunigaJeff SuskiSusan SutherlandWayne SutherlandCarol SuttererDebra SuttonAida SuvagauJan SvajianMike SvorenTravis SwallowCole SwanemyrDella SwartzSarah SweeneyElton SweetBonnie SweppenhiserWilliam SwiderskiMichael SwiftKevin SydorkoWilliam SygutekDoug SykesJoni SykesDavid SyringJonathan TaberMarilyn TaberChris TackelMickey TadlockKaren TaggartAbdel TaherMelody TaitWilliam TalleyNancy TammIgo TanNick TangStefanie TangCharles TannerRandall TannerMona TansownyAngela TarrantBryan TarrantAnne TateGlenna TateMichael TateTate TatemBeth TaylorBilly TaylorCarroll TaylorDavida TaylorJ. Michael TaylorJack TaylorJack TaylorLyndon TaylorNeil TaylorNel TaylorRick TaylorShad TaylorSherry TaylorSteve TaylorSusan TaylorTom TaylorTracy TaylorValerie TaylorChris TeagueRonald TedderJose TeixeiraDavid TempletJames Ten EyckJulie TenopirJonathan TeppinJames TernesRod TernesAllan TerpRob TerrellRodney TerrellRonnie TerrellKevin TetzSollie ThamesPeter ThannhauserJason TharJoe TharpTim ThatcherDeana ThayerLarry TherriaultKim ThielenPaul ThiemStacy ThiessenAlan ThomasAshley ThomasBarbara ThomasBarbara ThomasCatrina ThomasDavid ThomasGerald ThomasJanice ThomasKrista ThomasMike ThomasScott ThomasTerry ThomasTol ThomasWilliam ThomasWillie ThomasMarkus ThomersonAlberta ThompsonBarry ThompsonChad ThompsonCheryl ThompsonGerri ThompsonGretchen ThompsonJerry ThompsonLindsey ThompsonNancy ThompsonRichard ThompsonSheila ThompsonShelley ThompsonSheryl ThompsonTracey ThompsonWilliam ThompsonGeorge ThomsonKarl ThomsonLynn ThomsonRonald ThomsonMark ThorneMelva ThorntonTodd ThorpeGary ThrasherJill ThrushCecil ThurmondCecil ThurmondShivi ThusooTerry TibbleJason TillerPaula TimmAllen TimmonsSecily TincherArmstrong TingLoyd TinsleyMatt TisdalePat TisdaleSandra TizzardKatalin TodeaRobert TodorJanice ToldanEldon TolleBarbara TomajaRalph TomlinsonGregg TompkinsPamela TongsrinarkRon TonneMike TooleVincent TopacioBonnie ToporowskiErin ToporowskiBill TorgusonReah TorresDavid TouchetMuriel TourangeauNicole TowersJason TownsendRicky TownsendTanya TownsendRobert TracyRoddy TrahanRonald TrahanJake TrainerSeila TranKirk TrascherGary TravisLynn TravisNicole TremblayRhonda TrentMark TrestBelinda TrevinoLuis TrianaHoward TrinhSteve TrippTom TrottEd TroutmanRichard TrueheartRon TrueloveHowie TruongMladen TrzokRoy TsukishimaKerry TuffordCory TuffsVance TurmanKevin TurnerKurt TurnerMike TurnerJudi TwiggsNick TwistAndrew TylerBruce TylerKyle TysonChris TytanicJudy UlrichLaura UnderwoodRon UnderwoodDorothy UppermanRichard UptonSherry UptonDarrell UrbanLorraine UrbaniCarrie UtleyLouis UtschSonia UttingSteve VadnaiPaul VagisScott VailBilly VajdakMarydee ValdezMiguel ValdezNick ValentiLarry ValleRussel ValsinJennifer Van CurenAissa Van Der VeenLarry Van HooseBarbara Van HornLonette Van MieghemBill Van WieMike VanbergJeff VanceConnie VandalDarren VandeGraafJohn VandeligtShane VandercruyssenThomas VandeReepDavid VanMeterRenier VanRensburgGerald vantRietHector VanVierssen TripJim VargaGarry VarneyArmando VasquezRamaswami VasudevanCindy VaughanMatthew VaughanPam VaughnTony VaughnChris VeazeyRaymond VegaElaina VenechukValerie VenezialeRick VennDonna VennardDale VenningRaymond VeraartDean VerbickyPatti VerhilleAdrienne VerklerJennifer VezinaReed ViceDebbie VickRichard VidalDexter VidrinePhillip VidrineRobert VigorenStephanie VilarosAlejandra VillaloboJuanita VillalonRick VillarmaJason VillarrealJR VillarrealLarry VillarrealVirginia VillarrealMaggie VillatoroTony VilleneuveMelanie VinbergBarbara VincentBarry VincentNathan VincentBob VineyAndrew VinkConstantin VisanGarry VisserRobert VollmanDiana VolquardsenChuck VorceAlexandre VoronineAmy VriensPam VukovichLam VuongDylan WaddleMichael WadeMurray WadeCheri WagnerDean WagnerEsther WagnerJanie WagnerPat WagnerRick WagnerJanice WagonerKevin WagonerJames WahrenbergerDanielle WalcherKen WaldJoseph WaldnerIra WaldronPatrick WaldronAimee WalkerDavid WalkerDebra WalkerGlynn WalkerJohn WalkerJohn WalkerKenneth WalkerKim WalkerLarry WalkerLinda WalkerMelissa WalkerMichelle WalkerPaul WalkerRichard WalkerPeggy WalkingStickKenneth WalkoDon WallDeborah WallaceHollis WallaceScott WallaceMichael WalleJoan WallerFrank WallesBill WalterColette WalterGina WaltersEric WamplerOwen WamplerJack WangPeter WangRock WangTony WangXia Qing WangGeorge WankeNick WarburtonBill WardDoug WardEvelyn WardLloyd WardWade WardlowDouglas WareColleen WarrellowWilliam WarrenWin WarrenKristen WascomBrian WashburnClarence WashingtonFaye Ruffin WashingtonLen WatchornMichelle WaterfieldCaleb WatkinsCalvin WatsonGary WatsonKevin WatsonLynne WatsonRon WatsonTashila WatsonTony WatsonMarg WattShad WattsBobby WatzilMurray WeatherheadEd WeatherlyDon WebbGlyn WebbKris WebbSharon WebbPaul WeberStan WeedAllan WeheJoah WeidemannBret WeigelGreg WeildJonathan WeirRyan WeisbrotJeffrey WeissMyles WeissAlisa WelchBrook WelchDiana WelchGeoff WelchJoe WeldonMiles WelkeCarol WellsMerla WellsWallace WellsYuan Wendy WenSteven WendteBeverly WenzelLacey WenzelRusty WerlineHerbert WernerDaniel WerthBill WescottBlake WestMichelle WestTimothy WestRaymond WestbrookAdam WestlakeMichelle WestonTroy WhartonWendy WhartonAmanda WheatIan WheatleyBill WheatonNatalie WheelerRobert WheelerGaylynn WheelisLinda WhelanPeter WhelanSara WhelenCathy WhickerAlan WhiteBrian WhiteJennifer WhiteJim WhiteJohn WhiteLisa WhiteMarilynn WhiteMike WhiteMike WhiteRichard WhiteRoy WhiteStephanie WhiteVince WhiteJimmy WhiteheadMarcus WhiteheadPaul WhiteheadDouglas WhitesideBrad WhitleyRobert WhitleyRyan WhitlowLu’ana WhitmarshKelly WhitneyMonte WhittGreg WhyteJenifer WickRebecca WickeBruce WiebePaul WiebeChris WiggersKrista WigginsJim WigleyAlyssa WilburnDenise WildersMike WildersShannon WileyJason WilhelmSena WilkeAnthony WilkersonKim WilkersonCalvin WilkinCraig WilkinsLynne WilkinsScott WilkinsSelwyn WilkinsonSteve WilkinsonRobert WillClark WillardAustin WilliamsBonnie WilliamsBrett WilliamsBrian WilliamsChristopher WilliamsDean WilliamsDeborah WilliamsDon WilliamsFrank WilliamsH. Russell WilliamsJeffrey WilliamsKathy WilliamsLaura WilliamsLonetta WilliamsLynn WilliamsMark WilliamsMichael WilliamsRoger WilliamsSandie WilliamsStephanie WilliamsSteve WilliamsWanda WilliamsHelen WilliamsonJames WilliamsonNorman WilliamsonJeff WillifordLarry WillisBryan WillmonDarlene WilloughbyMatt WillrathMark WillstropKen WilpitzBill WilseyAlister WilsonBen WilsonBrent WilsonCorey WilsonDennis WilsonDon WilsonGwen WilsonJacqueline WilsonJames WilsonKarla WilsonKerri WilsonMeridith WilsonPatti WilsonPaul WilsonRebecca WilsonSherry WilsonStafford WilsonTawny WilsonTom WilsonYakini WilsonNick WiltgenWilliam WimbergWendy WingerterJames WingoJason WiniaJames WinklemanBecky WinklerVirginia WinnScott WinterSandra WinzigCriston Wise-KennedyeKristi WiselyMarsha WisemanVanessa WisnoskiGene WissingerRobert WitherspoonBrandi WithrowKen WolfeMike WolfeShonna WolfeTroy WolfeWayne WolfeJim WolzPhillip WomackRon WomackTanner WomackHenry WongJorge WongJulie WongKenneth WongChristopher WooColin WoodDaniel WoodGeoff WoodGrant WoodGrant WoodJeri WoodJoseph WoodSteven WoodTerianne WoodWendell WoodBrian WoodardCraig WoodardKevin WoodardCharlotte WoodsMark WoodsTed WoodsNicole WoodsonDee WoolamJan WooldridgeMichael WooldridgeCourtney WootenRalph WootonTim WordChad WorkmanRobert WorkmanTom WorleyCharlie WrightGregory WrightKatherine WrightKelvin WrightMandy WrightMary WrightRobert WrightLayne WroblewskiHody WuXian WuBrandon Wuttunee-CampbellVicky WyalieNorm WyffelsEverett WylieRobert WynessJoseph WyszynskiHongdi XuClinton YaegerCalvin YakelChristy YakelWilliam YakymyshynGerald YamadaJackie YardKen YaremkoLarry YasmanLori YatesJonathan YeeMichael YehDonald YepMichael YesterRobert YotherAngelica YoungBurt YoungCarla YoungDennis YoungEileen YoungLinda YoungTerri YoungTim YoungTony YoungTrevor YoungVern YoungJerry YoungbloodLorre YoungbloodBryan YoungerStephanie YsasagaFrancis YuJenny YuRandy YuristyDoug YuzwenkoJohnny ZacharyBruce ZagoruyGarnet ZarownyLeandra ZarownyKim ZaudererSean ZawadaRobert ZehrMark ZeskoJames ZeuchBrian ZiemmerChris ZimbelmanLarry ZimbelmanHarold ZimmermanClifford ZingerSteve ZinkCamilo ZoletaTatiana ZouenkoJames ZukRudy ZunigaDino ZuzicCliff Zwahlenresource full

34	 Selected	11-Year	Financial	Data
36	 Management’s	Discussion	and	Analysis	of		

Financial	Condition	and	Results	of	Operations

57	 Reports	of	Independent	Registered		

Public	Accounting	Firm
60	 Consolidated	Balance	Sheets
61	 Consolidated	Statements	of	Operations
62	 Consolidated	Statements	of	Comprehensive	Income
63	 Consolidated	Statements	of	Stockholders’	Equity
64	 Consolidated	Statements	of	Cash	Flows
65	 Notes	to	Consolidated	Financial	Statements
101	 Risk	Factors	to	Forward-Looking	Estimates

ToTal asseTs
($ Billions) 

sTockholders’ equiTy
($ Billions) 

dividend raTe
($ Per Common Share) 

35.1

17.4

.45

30.0 30.3

27.2

16.2

14.9

13.7

11.1

.30

.20

4.7

.10 .10

	 02 

03 

04 

05 

06

	 02 

03 

04 

05 

06

	 02 

03 

04 

05 

06

Over the past five years Devon has more 
than doubled total assets to $35.1 billion 
and more than tripled stockholders’ equity 
to $17.4 billion. During this same period 
the company has increased its dividend 
more than four fold to $0.45 per common 
share in 2006. 

33

	
	
Selected Eleven-Year Financial Data (1)

operating	results (In millions, except per share data)

	 Revenues	(Net	of	royalties):	

	 Oil	sales	
	 Gas	sales	
	 NGL	sales	
	 Marketing	and	midstream	revenues	
	 Other	income	

Total	revenues	

	 Production	and	operating	expenses	
	 Marketing	and	midstream	costs	and	expenses	
	 Depreciation,	depletion	and	amortization	of	property	

and	equipment	

	 Accretion	of	asset	retirement	obligation	
	 Amortization	of	goodwill	(2)	
	 General	and	administrative	expenses	

Expenses	related	to	mergers	
Interest	expense	

	 Change	in	fair	value	of	financial	instruments	
	 Reduction	of	carrying	value	of	oil	and	gas	properties	
Impairment	of	Chevron	Corporation	common	stock	
Income	tax	expense	(benefit)	

Total	expenses	

	 Net	earnings	(loss)	before	minority	interest,	cumulative	effect	of
change	in	accounting	principle	and	discontinued	operations	(3)	

	 Net	earnings	(loss)		
	 Preferred	stock	dividends	
	 Net	earnings	(loss)	to	common	stockholders	
	 Net	earnings	(loss)	per	common	share:

	 Basic		
	 Diluted	

	 Weighted	average	shares	outstanding:

	 Basic		
	 Diluted	

Balance	Sheet	data (In millions)

Total	assets	

	 Debentures	exchangeable	into	shares	of	Chevron	Corporation	common	stock	(4)	
	 Other	long-term	debt	
	 Deferred	income	taxes	
Stockholders’	equity	

	 Common	shares	outstanding	

1996	

1997	

1998	

1999	

2000	

2001	

2002	

2003	

2004	

2005	

2006	

5-Year	

Compound	

Growth	rate	

10-Year

Compound

Growth	rate

$	

$	

$	
$	

$	
$	
$	
$	
$	

529		
211		
29		
—		
36		

805	

271		
	—		

175		
	—		
—		
57		
—		
59		
	—	
	—		
—		
106		

668		

137		
151		
47		
104		

0.98		
0.96		

105		
111		

2,242		
	—		
511		
136		
1,160		
126		

497		
367		
36		
10		
36	

946	

288		
4		

268		
—	
—		
56		
	—			
51		
—		
633		
	—		
(128)	

1,172		

(226)	
(218)	
12		
(230)	

(1.67)	
(1.67)	

137		
151		

1,965		
	—	
576		
50		
1,006		
142		

236		
335		
25		
8		
6	

610	

231		
3		

212		
	—		
—	
48		
13		
53		
	—		
354		
	—	
(103)	

811		

(201)	
(236)	
	—		
(236)	

(1.66)	
(1.66)	

142		
154		

1,931		
—		
885		
	15		
750		
142		

436		
616		
68		
20		
23		

1,163	

328		
10		

379		
—		
16		
83		
17		
122		
—		
476		
	—	
(75)	

1,356		

(193)	
(154)	
4		
(158)	

(0.84)	
(0.84)	

187		
199		

6,096		
760		
1,656		
313		
2,521		
253		

906	

1,474	

154	

53	

37	

2,624	

544		

28		

662		

—		

41		

96		

60		

155		

	—		

	—		

	—		

377	

661		

730		

10		

720		

2.83		

2.75		

255		

263		

6,860		

760		

1,289		

634		

3,277		

257		

784	

1,878	

131	

71	

58	

2,922	

666	

47	

831	

	—	

34	

114	

220	

1	

2	

979	

	—		

5	

23	

103	

10	

93	

0.37	

0.36	

255	

259	

13,184	

649	

5,940	

2,149	

3,259	

252	

909	

2,133	

275	

999	

35	

4,321	

886	

808	

1,211	

—		

	—		

219	

—		

533	

(28)	

651	

205	

(193)	

59	

104	

10	

94	

0.31	

0.30	

309	

313	

16,225	

662	

6,900	

2,627	

4,653	

314	

1,545	

3,896	

407	

1,461	

106	

7,415	

1,274	

1,174	

1,761	

36	

—		

307	

	7		

502	

(1)	

66	

	—		

527	

1,762	

1,747	

10	

1,737	

4.16	

4.04	

417	

433	

27,162	

677	

7,903	

4,315	

11,056	

472	

10,820	

10,693	

2,099	

4,732	

554	

1,701	

126	

9,212	

1,514	

1,339	

2,225	

44	

	—		

277	

	—		

475	

62		

—	

—		

1,095	

7,031	

2,181	

2,186	

10	

2,176	

4.51	

4.38	

482	

499	

2,359	

5,784	

687	

1,792	

198	

1,659	

1,342	

2,141	

43	

	—	

291	

—		

533	

94		

	212		

	—	

1,606	

7,921	

2,899	

2,930	

10	

2,920	

6.38	

6.26	

458	

470	

3,205	

4,932	

749	

1,692	

115	

1,829	

1,244	

2,442	

49	

—	

397	

—	

421	

178		

	121		

	—	

1,189	

7,870	

2,823	

2,846	

10	

2,836	

6.42	

6.34	

442	

448	

30,025	

692	

6,339	

4,764	

13,674	

484	

30,273	

709	

5,248	

5,374	

14,862	

443	

35,063	

727	

4,841	

5,650	

17,442	

444	

1,963		

2,899	

4,292	

5,653	

33%	

21%	

42%	

89%	

15%	

30%	

22%	

93%	

24%	

N/M	

N/M	

28%	

N/M	

14%	

145%	

-34%	

N/M	

199%	

22%	

162%	

94%	

0%	

98%	

77%	

77%	

12%	

12%	

22%	

2%	

-4%	

21%	

40%	

12%	

20%	

37%	

39%	

N/M

12%	

30%	

21%	

N/M

30%	

N/M	

N/M

21%	

N/M	

22%	

N/M	

N/M	

N/M

27%

28%	

35%

34%

-14%

39%

21%	

21%

15%

15%	

32%

N/M

25%	

45%

31%

13%

(1)   

The years 1996 to 2002 exclude results from Devon’s operations in Indonesia, Argentina and Egypt that were discontinued in 2002. Devon acquired new assets in Egypt in
the April 2003 Ocean merger.  The years 2003 through 2006 exclude results from operations in Egypt that were discontinued in 2006.  Data has been restated to reflect the 1998 merger of Devon  
and Northstar and the 2000 merger of Devon and Santa Fe Snyder in accordance with the pooling-of-interests method of accounting. All periods prior to the November 15, 2004 two-for-one stock split  
have been adjusted to reflect the split.

(2)     Amortization of goodwill in 1999, 2000 and 2001 resulted from Devon’s 1999 acquisition of PennzEnergy. As of January 1, 2002, goodwill is no longer amortized.
(3)     Before minority interest in Monterrey Resources, Inc. of ($1) and ($5) million in 1996 and 1997, respectively, and the cumulative effect of change in accounting principle of $49 and  

$16 million in 2001 and 2003, respectively, and the results of discontinued operations of $15, $13, ($35) $39, $69, $31, $45, ($31), $5, $31 and $23 million in 1996 through 2006, respectively. 

(4)     Devon beneficially owns 14.2 million shares of Chevron Corporation common stock. These shares have been deposited with an exchange agent for possible exchange for $760 million principal 

amount of exchangeable debentures. The Chevron shares and debentures were acquired through the 1999 acquisition of PennzEnergy. 

N/M   Not a meaningful number.

34

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
1996	

1997	

1998	

1999	

2000	

2001	

2002	

2003	

2004	

2005	

2006	

5-Year	
Compound	
Growth	rate	

10-Year
Compound
Growth	rate

operating	results (In millions, except per share data)

	 Revenues	(Net	of	royalties):	

	 Oil	sales	

	 Gas	sales	

	 NGL	sales	

	 Marketing	and	midstream	revenues	

	 Other	income	

Total	revenues	

	 Production	and	operating	expenses	

	 Marketing	and	midstream	costs	and	expenses	

	 Depreciation,	depletion	and	amortization	of	property	

and	equipment	

	 Accretion	of	asset	retirement	obligation	

	 Amortization	of	goodwill	(2)	

	 General	and	administrative	expenses	

Expenses	related	to	mergers	

Interest	expense	

	 Change	in	fair	value	of	financial	instruments	

	 Reduction	of	carrying	value	of	oil	and	gas	properties	

Impairment	of	Chevron	Corporation	common	stock	

Income	tax	expense	(benefit)	

Total	expenses	

	 Net	earnings	(loss)	before	minority	interest,	cumulative	effect	of

change	in	accounting	principle	and	discontinued	operations	(3)	

	 Net	earnings	(loss)		

	 Preferred	stock	dividends	

	 Net	earnings	(loss)	to	common	stockholders	

	 Net	earnings	(loss)	per	common	share:

	 Weighted	average	shares	outstanding:

	 Basic		

	 Diluted	

	 Basic		

	 Diluted	

Balance	Sheet	data (In millions)

Total	assets	

	 Other	long-term	debt	

	 Deferred	income	taxes	

Stockholders’	equity	

	 Common	shares	outstanding	

	 Debentures	exchangeable	into	shares	of	Chevron	Corporation	common	stock	(4)	

$	

$	

$	

$	

$	

$	

$	

$	

$	

529		

211		

29		

—		

36		

805	

271		

	—		

175		

	—		

—		

57		

—		

59		

	—	

	—		

—		

106		

668		

137		

151		

47		

104		

0.98		

0.96		

105		

111		

2,242		

	—		

511		

136		

1,160		

126		

497		

367		

36		

10		

36	

946	

288		

4		

268		

—	

—		

56		

	—			

51		

—		

633		

	—		

(128)	

1,172		

(226)	

(218)	

12		

(230)	

(1.67)	

(1.67)	

137		

151		

1,965		

	—	

576		

50		

1,006		

142		

236		

335		

25		

8		

6	

610	

231		

3		

212		

	—		

—	

48		

13		

53		

	—		

354		

	—	

(103)	

811		

(201)	

(236)	

	—		

(236)	

(1.66)	

(1.66)	

142		

154		

1,931		

—		

885		

	15		

750		

142		

1,163	

436		

616		

68		

20		

23		

328		

10		

379		

—		

16		

83		

17		

122		

—		

476		

	—	

(75)	

1,356		

(193)	

(154)	

4		

(158)	

(0.84)	

(0.84)	

187		

199		

6,096		

760		

1,656		

313		

2,521		

253		

(1)   

The years 1996 to 2002 exclude results from Devon’s operations in Indonesia, Argentina and Egypt that were discontinued in 2002. Devon acquired new assets in Egypt in

the April 2003 Ocean merger.  The years 2003 through 2006 exclude results from operations in Egypt that were discontinued in 2006.  Data has been restated to reflect the 1998 merger of Devon  

and Northstar and the 2000 merger of Devon and Santa Fe Snyder in accordance with the pooling-of-interests method of accounting. All periods prior to the November 15, 2004 two-for-one stock split  

have been adjusted to reflect the split.

(2)     Amortization of goodwill in 1999, 2000 and 2001 resulted from Devon’s 1999 acquisition of PennzEnergy. As of January 1, 2002, goodwill is no longer amortized.

(3)     Before minority interest in Monterrey Resources, Inc. of ($1) and ($5) million in 1996 and 1997, respectively, and the cumulative effect of change in accounting principle of $49 and  

$16 million in 2001 and 2003, respectively, and the results of discontinued operations of $15, $13, ($35) $39, $69, $31, $45, ($31), $5, $31 and $23 million in 1996 through 2006, respectively. 

(4)     Devon beneficially owns 14.2 million shares of Chevron Corporation common stock. These shares have been deposited with an exchange agent for possible exchange for $760 million principal 

amount of exchangeable debentures. The Chevron shares and debentures were acquired through the 1999 acquisition of PennzEnergy. 

N/M   Not a meaningful number.

906	
1,474	
154	
53	
37	

2,624	

544		
28		

662		
—		
41		
96		
60		
155		
	—		
	—		
	—		
377	

784	
1,878	
131	
71	
58	

2,922	

666	
47	

831	
	—	
34	
114	
1	
220	
2	
979	
	—		
5	

1,963		

2,899	

661		
730		
10		
720		

2.83		
2.75		

255		
263		

6,860		
760		
1,289		
634		
3,277		
257		

23	
103	
10	
93	

0.37	
0.36	

255	
259	

13,184	
649	
5,940	
2,149	
3,259	
252	

909	
2,133	
275	
999	
35	

4,321	

886	
808	

1,211	
—		
	—		
219	
—		
533	
(28)	
651	
205	
(193)	

4,292	

59	
104	
10	
94	

0.31	
0.30	

309	
313	

1,545	
3,896	
407	
1,461	
106	

7,415	

1,274	
1,174	

1,761	
36	
—		
307	
	7		
502	
(1)	
66	
	—		
527	

5,653	

1,762	
1,747	
10	
1,737	

4.16	
4.04	

417	
433	

2,099	
4,732	
554	
1,701	
126	

9,212	

1,514	
1,339	

2,225	
44	
	—		
277	
	—		
475	
62		
—	
—		
1,095	

7,031	

2,181	
2,186	
10	
2,176	

4.51	
4.38	

482	
499	

16,225	
662	
6,900	
2,627	
4,653	
314	

27,162	
677	
7,903	
4,315	
11,056	
472	

30,025	
692	
6,339	
4,764	
13,674	
484	

2,359	
5,784	
687	
1,792	
198	

3,205	
4,932	
749	
1,692	
115	

10,820	

10,693	

1,659	
1,342	

2,141	
43	
	—	
291	
—		
533	
94		
	212		
	—	
1,606	

7,921	

2,899	
2,930	
10	
2,920	

6.38	
6.26	

458	
470	

30,273	
709	
5,248	
5,374	
14,862	
443	

1,829	
1,244	

2,442	
49	
—	
397	
—	
421	
178		
	121		
	—	
1,189	

7,870	

2,823	
2,846	
10	
2,836	

6.42	
6.34	

442	
448	

35,063	
727	
4,841	
5,650	
17,442	
444	

33%	
21%	
42%	
89%	
15%	

30%	

22%	
93%	

24%	
N/M	
N/M	
28%	
N/M	
14%	
145%	
-34%	
N/M	
199%	

22%	

162%	
94%	
0%	
98%	

77%	
77%	

12%	
12%	

22%	
2%	
-4%	
21%	
40%	
12%	

20%	
37%	
39%	
N/M
12%	

30%	

21%	
N/M

30%	
N/M	
N/M
21%	
N/M	
22%	
N/M	
N/M	
N/M
27%

28%	

35%
34%
-14%
39%

21%	
21%

15%
15%	

32%
N/M
25%	
45%
31%
13%

35

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
Management’s Discussion and Analysis of 
Financial Condition and Results of Operations

overview	of	2006	reSultS	and	outlook

2006	was	one	of	the	best	years	in	Devon’s	history.	We	achieved	key	operational	successes	and	continued	to	execute	our	strategy	to	increase	value	per	share.	As	a	
result,	we	delivered	record	amounts	for	earnings	per	share	and	operating	cash	flow	and	grew	proved	reserves	to	a	new	all-time	high.	Key	measures	of	our	financial	and	
operating	performance	for	2006,	as	well	as	certain	operational	developments,	are	summarized	below:

•	
•	
•	
•	
•	
•	

•	
•	

Net	earnings	declined	3%	from	$2.9	billion	to	$2.8	billion
Diluted	net	earnings	per	share	increased	1%	to	$6.34	per	diluted	share
Net	cash	provided	by	operating	activities	reached	$6.0	billion
Estimated	proved	reserves	at	December	31,	2006	reached	a	record	amount	of	2.4	billion	Boe
Estimated	proved	reserves	increased	533	million	Boe	through	drilling,	extensions,	performance	revisions	and	acquisitions
Capital	expenditures	for	oil	and	gas	exploration	and	development	activities	were	$7.7	billion,	including	the	$2.2	billion	
acquisition	of	Chief
Combined	realized	price	for	oil,	gas	and	NGLs	per	Boe	increased	5%	to	$41.51
Marketing	and	midstream	operating	profit	remained	flat	at	$448	million	for	2006

We	produced	214	million	Boe	in	2006,	representing	a	4%	decrease	compared	to	2005.	Excluding	the	effects	of	production	lost	due	to	the	sale	of	non-core	properties	

in	the	first	half	of	2005,	our	year-over-year	production	remained	constant.	Operating	costs	increased	due	to	inflationary	pressure	driven	by	the	effects	of	higher	
commodity	prices	and	due	to	the	weakened	U.S.	dollar	compared	to	the	Canadian	dollar.	Per	unit	lease	operating	expenses	increased	17%	to	$6.95	per	Boe.

During	2006,	we	utilized	cash	on	hand,	cash	flow	from	operations,	and	$1.8	billion	of	commercial	paper	borrowings	to	fund	our	capital	expenditures,	repay	$862	

million	in	debt	and	repurchase	$253	million	of	our	common	stock.	We	ended	the	year	with	$1.3	billion	of	cash	and	short-term	investments.

From	an	operational	perspective,	our	deepwater	Gulf	of	Mexico	exploration	program	has	reached	several	important	milestones	related	to	the	Lower	Tertiary	trend.	
To	date,	we	have	drilled	four	discovery	wells	in	the	Lower	Tertiary—Cascade	in	2002,	St.	Malo	in	2003,	Jack	in	2004	and	Kaskida	in	the	third	quarter	of	2006.	Also	in	the	
third	quarter	of	2006,	we	announced	the	successful	production	test	of	the	Jack	No.	2	well	in	the	Lower	Tertiary.	We	currently	hold	273	blocks	in	the	Lower	Tertiary	and	
have	identified	19	additional	exploratory	prospects	within	these	blocks	to	date.	These	achievements	support	our	positive	view	of	the	Lower	Tertiary	and	demonstrate	the	
growth	potential	of	our	high-impact	exploration	strategy	on	long-term	production,	reserves	and	value.

On	June	29,	2006,	we	acquired	Chief’s	oil	and	gas	assets	located	in	the	Barnett	Shale	area	of	Texas	for	$2.2	billion.	This	transaction	added	99.7	million	Boe	of	proved	
reserves	and	169,000	net	acres	to	our	Barnett	Shale	assets.	This	acquisition	combined	with	our	organic	growth	continues	to	extend	our	leadership	position	in	the	Barnett	
Shale	and	provides	years	of	additional	drilling	inventory.

On	November	14,	2006,	we	announced	our	plans	to	divest	our	operations	in	Egypt.	At	December	31,	2006,	Egypt	had	proved	reserves	of	eight	million	Boe.	

Subsequently,	on	January	23,	2007,	we	announced	our	plans	to	divest	our	operations	in	West	Africa,	including	Equatorial	Guinea,	Cote	d’Ivoire,	and	other	countries	in	the	
region.	At	December	31,	2006,	our	West	Africa	operations	had	proved	reserves	of	90	million	Boe,	or	4%	of	total	proved	reserves.	We	anticipate	completing	the	sale	of	our	
Egyptian	assets	in	the	first	half	of	2007	and	our	West	African	assets	in	the	third	quarter	of	2007.	Divesting	these	properties	will	allow	us	to	redeploy	our	financial	and	
intellectual	capital	to	the	significant	growth	opportunities	we	have	developed	onshore	in	North	America	and	in	the	deepwater	Gulf	of	Mexico.	Additionally,	we	will	
sharpen	our	focus	in	North	America	and	concentrate	our	international	operations	in	Brazil	and	China,	where	we	have	established	competitive	advantages.

Looking	to	2007,	we	intend	to	use	the	proceeds	from	the	sales	of	our	operations	in	Egypt	and	West	Africa	to	repay	our	outstanding	commercial	paper	and	resume	

common	stock	repurchases.	In	addition,	our	operational	accomplishments	to	date	have	laid	the	foundation	for	continued	growth	in	future	years,	at	competitive	unit	
costs,	that	we	expect	will	continue	to	create	additional	value	for	our	investors.	In	2007,	we	expect	to	deliver	reserve	additions	of	350	to	370	million	Boe	with	related	
capital	expenditures	in	the	range	of	$5.3	to	$5.7	billion.	We	expect	production	related	to	our	continuing	operations	to	increase	approximately	10%	from	2006	to	2007,	
which	reflects	the	significant	reserve	additions	in	2005	and	2006,	and	those	expected	in	2007.

36

	
md&amd&a

reSultS	of	operationS

revenues

Changes	in	oil,	gas	and	NGL	production,	prices	and	revenues	from	2004	to	2006	are	shown	in	the	following	tables.	The	amounts	for	all	periods	presented	exclude	

our	Egyptian	operations.	Unless	otherwise	stated,	all	dollar	amounts	are	expressed	in	U.S.	dollars.

PRODUCTION
  Oil (MMBbls) 
  Gas (Bcf) 
  NGLs (MMBbls) 
  Oil, gas and NGLs (MMBoe)(1) 
AveRAge	PRICes
  Oil (per Bbl) 
  Gas (per Mcf) 
  NGLs (per Bbl) 
  Oil, gas and NGLs (per Boe)(1) 
ReveNUes (in millions)
  Oil 
  Gas 
  NGLs  
  Oil, gas and NGLs 

PRODUCTION
  Oil (MMBbls) 
  Gas (Bcf) 
  NGLs (MMBbls) 
  Oil, gas and NGLs (MMBoe)(1) 
AveRAge	PRICes
  Oil (per Bbl) 
  Gas (per Mcf) 
  NGLs (per Bbl) 
  Oil, gas and NGLs (per Boe)(1) 
ReveNUes (in millions)
  Oil 
  Gas 
  NGLs  
  Oil, gas and NGLs 

PRODUCTION
  Oil (MMBbls) 
  Gas (Bcf) 
  NGLs (MMBbls) 
  Oil, gas and NGLs (MMBoe)(1) 
AveRAge	PRICes
  Oil (per Bbl) 
  Gas (per Mcf) 
  NGLs (per Bbl) 
  Oil, gas and NGLs (per Boe)(1) 
ReveNUes (in millions)
  Oil 
  Gas 
  NGLs  
  Oil, gas and NGLs 

2006		

2006	vs	2005	(2)			

total
Year	ended	deCemBer	31,
2005		

2005	vs	2004	(2)			

2004

55 
815 
23 
214 

58.30 
6.06 
32.10 
41.51 

3,205 
4,932 
749 
8,886 

-11% 
-1% 
-2% 
-4% 

+53% 
-13% 
+11% 
+5% 

+36% 
-15% 
+9% 
+1% 

62 
827 
24 
224 

38.00 
6.99 
28.96 
39.48 

2,359 
5,784 
687 
8,830 

-17% 
-7% 
-1% 
-9% 

+35% 
+32% 
+26% 
+32% 

+12% 
+22% 
+24% 
+20% 

74
891
24
247

28.22
5.32
23.04
29.92

2,099
4,732
554
7,385

2006		

2006	vs	2005	(2)			

domeStiC
Year	ended	deCemBer	31,
2005		

2005	vs	2004	(2)			

2004

19 
566 
19 
132 

62.23 
6.09 
29.42 
39.31 

1,218 
3,445 
548 
5,211 

-23% 
+2% 
+3% 
-3% 

+49% 
-14% 
+10% 
-2% 

+15% 
-12% 
+13% 
-5% 

25 
555 
18 
136 

41.64 
7.08 
26.68 
40.21 

1,062 
3,929 
484 
5,475 

-19% 
-8% 
-4% 
-10% 

+35% 
+30% 
+24% 
+31% 

+9% 
+20% 
+19% 
+18% 

31
602
19
151

30.84
5.43
21.47
30.80

976
3,261
405
4,642

2006		

2006	vs	2005	(2)			

Canada
Year	ended	deCemBer	31,
2005		

2005	vs	2004	(2)			

2004

13 
241 
4 
58 

46.94 
6.05 
42.67 
39.21 

603 
1,456 
201 
2,260 

-2% 
-8% 
-11% 
-7% 

+75% 
-13% 
+15% 
+3% 

+71% 
-20% 
+2% 
-4% 

13 
261 
6 
62 

26.88 
6.95 
37.19 
38.17 

353 
1,814 
196 
2,363 

-5% 
-6% 
+8% 
-5% 

+24% 
+35% 
+27% 
+33% 

+18% 
+26% 
+38% 
+26% 

14
279
5
65

21.60
5.15
29.23
28.80

299
1,437
143
1,879

$ 
$ 
$ 
$ 

$ 

$ 

$ 
$ 
$ 
$ 

$ 

$ 

$ 
$ 
$ 
$ 

$ 

$ 

37

	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
md&a

PRODUCTION
  Oil (MMBbls) 
  Gas (Bcf) 
  NGLs (MMBbls) 
  Oil, gas and NGLs (MMBoe)(1) 
AveRAge	PRICes
  Oil (per Bbl) 
  Gas (per Mcf) 
  NGLs (per Bbl) 
  Oil, gas and NGLs (per Boe)(1) 
ReveNUes (in millions)
  Oil 
  Gas 
  NGLs  
  Oil, gas and NGLs 

2006		

2006	vs	2005	(2)		

international
Year	ended	deCemBer	31,
2005		

2005	vs	2004	(2)				

2004

23 
8 
— 
24 

61.36 
3.95 
—  
59.24 

1,384 
31 
— 
1,415 

$ 
$ 
$ 
$ 

$ 

$ 

-4% 
-25% 
N/M 
-7% 

+52% 
+5% 
N/M 
+53% 

+47% 
-21% 
N/M 
+43% 

24 
11 
— 
26 

40.26 
3.75 
22.81 
38.80 

944 
41 
7 
992 

-19% 
+6% 
N/M 
-17% 

+41% 
+13% 
+8% 
+39% 

+15% 
+20% 
+12% 
+15% 

29
10
—
31

28.53
3.33
21.12
27.99

824
34
6
864

(1)	 Gas	volumes	are	converted	to	Boe	or	MMBoe	at	the	rate	of	six	Mcf	of	gas	per	barrel	of	oil,	based	upon	the	approximate	relative	energy	content	of	natural	gas	and	oil,	which	rate	is	not	necessarily	indicative	of	the	
relationship	of	oil	and	gas	prices.	NGL	volumes	are	converted	to	Boe	on	a	one-to-one	basis	with	oil.
(2)	 All	percentage	changes	included	in	this	table	are	based	on	actual	figures	and	not	the	rounded	figures	included	in	this	table.
N/M	Not	meaningful.	

The	average	prices	shown	in	the	preceding	tables	include	the	effect	of	our	oil	and	gas	price	hedging	activities.	Following	is	a	comparison	of	our	average	prices	with	

and	without	the	effect	of	hedges	for	each	of	the	last	three	years.	

  Oil (per Bbl) 
  Gas (per Mcf) 
  NGLs (per Bbl) 
  Oil, gas and NGLs (per Boe) 

2006	

58.30 
6.06 
32.10 
41.51 

$ 
$ 
$ 
$ 

with	hedGeS		
2005	

38.00 
6.99 
28.96 
39.48 

2004	

28.22 
5.32 
23.04 
29.92 

2006	

58.30 
6.01 
32.10 
41.34 

without	hedGeS
2005	

48.43 
7.04 
28.96 
42.55 

2004	

36.02
5.34
23.04
32.37

The	following	table	details	the	effects	of	changes	in	volumes	and	prices	on	our	oil,	gas	and	NGL	revenues	between	2004	and	2006.	

2004	ReveNUes 
  Changes due to volumes 
  Changes due to prices 
2005	ReveNUes 
  Changes due to volumes 
  Changes due to prices 
2006	ReveNUes	

oil	revenues		

oil	

GaS	

nGl	

total	

(IN	MILLIoNs)

$ 

$ 

2,099 
(347) 
607 
2,359 
(270) 
1,116 
3,205 

4,732 
(337) 
1,389 
5,784 
(86) 
(766) 
4,932 

554 
(8) 
141 
687 
(11) 
73 
749 

7,385
(692)
2,137
8,830
(367)
423
8,886

2006 vs. 2005 	Oil	revenues	decreased	$270	million	due	to	a	seven	million	barrel	decrease	in	production.	Production	lost	from	properties	divested	in	2005	accounted	

for	four	million	barrels	of	the	decrease.	A	contractual	reduction	of	our	share	of	production	from	one	of	our	international	properties	in	mid-2005	also	lowered	2006	
volumes.	These	decreases	were	partially	offset	by	a	three	million	barrel	increase	in	production	resulting	from	reaching	payout	of	certain	carried	interests	in	Azerbaijan.	
Oil	revenues	increased	$1.1	billion	as	a	result	of	a	53%	increase	in	our	realized	price.	The	expiration	of	oil	hedges	at	the	end	of	2005	and	a	17%	increase	in	the	

average	NYMEX	West	Texas	Intermediate	index	price	caused	the	increase	in	our	realized	oil	price.		

38

	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
md&a

2005 vs. 2004		Oil	revenues	decreased	$347	million	due	to	a	12	million	barrel	decrease	in	production.	Production	lost	from	the	2005	property	divestitures	accounted	
for	seven	million	barrels	of	the	decrease.	We	also	suspended	certain	domestic	production	in	2005	and	2004	due	to	the	effects	of	Hurricanes	Katrina,	Rita,	Dennis	and	Ivan.	
The	volumes	suspended	in	2005	were	one	million	barrels	more	than	in	2004.	The	remainder	of	the	decrease	is	due	to	certain	international	properties	in	which	our	
ownership	interest	decreased	after	we	recovered	our	costs	under	the	applicable	production	sharing	contracts.	

Higher	realized	prices	caused	oil	revenues	to	increase	$607	million	in	2005.	Our	2005	oil	prices	rose	primarily	due	to	a	37%	increase	in	the	average	NYMEX	West	

Texas	Intermediate	index	price.

Gas	revenues		

2006 vs. 2005 	A	12	Bcf	decrease	in	production	caused	gas	revenues	to	decrease	by	$86	million.	Production	lost	from	the	2005	property	divestitures	caused	a	
decrease	of	35	Bcf.	As	a	result	of	the	previously	mentioned	hurricanes,	gas	volumes	suspended	in	2006	were	three	Bcf	more	than	those	suspended	in	2005.	These	
decreases	were	partially	offset	by	the	June	2006	Chief	acquisition,	which	contributed	10	Bcf	of	production	during	the	last	half	of	2006,	and	additional	production	from	
new	drilling	and	development	in	our	U.S.	onshore	and	offshore	properties.	

A	13%	decline	in	average	prices	caused	gas	revenues	to	decrease	$766	million	in	2006.
2005 vs. 2004		A	64	Bcf	decrease	in	production	caused	gas	revenues	to	decrease	by	$337	million.	Production	associated	with	the	2005	property	divestitures	caused	a	

decrease	of	89	Bcf.	We	also	suspended	certain	domestic	gas	production	in	2005	and	2004	due	to	the	previously	mentioned	hurricanes.	The	volumes	suspended	in	2005	
were	12	Bcf	more	than	in	2004.	These	decreases	were	partially	offset	by	new	drilling	and	development	and	increased	performance	in	U.S.	onshore	and	offshore	
properties.	

A	32%	increase	in	average	gas	prices	contributed	$1.4	billion	of	additional	revenues	in	2005.

marketing	and	midstream	revenues	and	operating	Costs	and	expenses	

The	following	table	details	the	changes	in	our	marketing	and	midstream	revenues	and	operating	costs	and	expenses	between	2004	and	2006.	The	changes	due	to	

prices	in	the	table	represent	the	net	effect	on	both	revenues	and	expenses	due	to	changes	in	the	market	prices	for	natural	gas	and	NGLs.

2004	mARkeTINg	&	mIDsTReAm 
  Changes due to volumes 
  Changes due to prices 
2005	mARkeTINg	&	mIDsTReAm 
  Changes due to volumes 
  Changes due to prices 
2006	mARkeTINg	&	mIDsTReAm 

revenueS	

expenSeS	

(IN	MILLIoNs)	

$ 

$ 

1,701 
(351) 
442 
1,792 
159 
(259) 
1,692 

1,339
(303)
306
1,342
117
(215)
1,244

2006 vs. 2005		Volume	increases	in	our	gas	pipeline,	gas	sales	and	NGL	marketing	activities	caused	both	revenues	and	expenses	to	increase	in	2006.	This	additional	

activity	was	primarily	due	to	our	continued	growth	in	the	Barnett	Shale	and	higher	natural	gas	deliveries	from	third-party	producers

2005 vs. 2004		Volume	decreases	in	2005	caused	both	revenues	and	expenses	to	decline	in	2005.	The	lower	activity	was	primarily	attributable	to	the	sale	of	certain	

non-core	assets	in	2004	and	2005.

oil,	Gas	and	nGl	production	and	operating	expenses

The	details	of	the	changes	in	oil,	gas	and	NGL	production	and	operating	expenses	between	2004	and	2006	are	shown	in	the	table	below.

PRODUCTION	AND	OPeRATINg	exPeNses (in millions): 
  Lease operating expenses 
  Production taxes 
  Total production and operating expenses 
PRODUCTION	AND	OPeRATINg	exPeNses	PeR	BOe: 
  Lease operating expenses 
  Production taxes 
  Total production and operating expenses per Boe 

2006		

2006	vs	2005	(1)			

Year	ended	deCemBer	31,
2005		

2005	vs	2004	(1)			

2004

$ 

$ 

$ 

$ 

1,488 
341 
1,829 

6.95 
1.59 
8.54 

+12% 
+  2% 
+10% 

+17% 
+  6% 
+15% 

1,324 
335 
1,659 

5.92 
1.50 
7.42 

+  5% 
+31% 
+10% 

+16% 
+46% 
+21% 

1,259
255
1,514

5.10
1.03
    6.13

(1)  All percentage changes included in this table are based on actual figures and not the rounded figures included in this table.

39

	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
md&a

2006 vs. 2005		Lease	operating	expenses	increased	$164	million	in	2006	largely	due	to	higher	commodity	prices.	Commodity	price	increases	in	2005	and	the	first	

half	of	2006	contributed	to	industry-wide	inflationary	pressures	on	materials	and	personnel	costs.	Additionally,	consideration	of	higher	commodity	prices	contributed	to	
our	decision	to	perform	more	well	workovers	and	maintenance	projects	to	maintain	or	improve	production	volumes.	Commodity	price	increases	also	caused	operating	
costs	such	as	ad	valorem	taxes,	power	and	fuel	costs	to	rise.	

A	higher	Canadian-to-U.S.	dollar	exchange	rate	in	2006	caused	a	$34	million	increase	in	our	costs.	Lease	operating	expenses	also	increased	$33	million	due	to	the	

June	2006	Chief	acquisition	and	the	payouts	of	our	carried	interests	in	Azerbaijan	in	the	last	half	of	2006.	The	increases	in	our	lease	operating	expenses	were	partially	
offset	by	a	decrease	of	$82	million	related	to	properties	that	were	sold	in	2005.

The	factors	described	above	were	also	the	primary	factors	causing	lease	operating	expenses	per	Boe	to	increase	during	2006.	Although	we	divested	properties	in	
2005	that	had	higher	per-unit	operating	costs,	the	cost	escalation	largely	related	to	higher	commodity	prices	and	the	weaker	U.S.	dollar	had	a	greater	effect	on	our	per	
unit	costs	than	the	property	divestitures.

2005 vs. 2004 	Lease	operating	expenses	increased	$65	million	in	2005	largely	due	to	higher	commodity	prices.	As	addressed	above,	commodity	price	increases	led	

to	overall	industry	inflation.	Additionally,	a	higher	Canadian-to-U.S.	dollar	exchange	rate	in	2005	caused	a	$30	million	increase	in	2005.	Partially	offsetting	these	
increases	was	a	decrease	of	$144	million	in	lease	operating	expenses	related	to	properties	that	were	sold	in	2005.

The	increases	described	above	were	also	the	primary	factors	causing	lease	operating	expenses	per	Boe	to	increase.	Although	we	divested	properties	that	had	higher	

per-unit	operating	costs,	the	cost	escalation	largely	related	to	higher	commodity	prices	and	the	weaker	U.S.	dollar	had	a	greater	effect	on	our	per	unit	costs	than	the	
property	divestitures.

The	following	table	details	the	changes	in	production	taxes	between	2004	and	2006.	The	majority	of	our	production	taxes	are	assessed	on	our	onshore	domestic	
properties.	In	the	U.S.,	most	of	the	production	taxes	are	based	on	a	fixed	percentage	of	revenues.	Therefore,	the	changes	due	to	revenues	in	the	table	primarily	relate	to	
changes	in	oil,	gas	and	NGL	revenues	from	our	U.S.	onshore	properties.

2004	PRODUCTION	TAxes 
  Change due to revenues 
  Change due to rate 
2005	PRODUCTION	TAxes 
  Change due to revenues 
  Change due to rate 
2006	PRODUCTION	TAxes 

(in	millionS)	

$ 

$ 

255
50
30
335
(23)
29
341

2006 vs. 2005  Production	taxes	increased	$29	million	due	to	an	increase	in	the	effective	production	tax	rate	in	2006.	A	new	Chinese	“Special	Petroleum	Gain”	tax	

was	the	primary	contributor	to	the	higher	rate.

2005 vs. 2004  Production	taxes	increased	$30	million	due	to	an	increase	in	the	effective	production	tax	rate	in	2005.	An	increase	in	Russian	export	tax	rates	was	the	

primary	contributor	to	the	higher	rate.

depreciation,	depletion	and	amortization	of	oil	and	Gas	properties	(“dd&a”)

DD&A	of	oil	and	gas	properties	is	calculated	by	multiplying	the	percentage	of	total	proved	reserve	volumes	produced	during	the	year,	by	the	“depletable	base.”	The	
depletable	base	represents	the	net	capitalized	investment	plus	future	development	costs	in	those	reserves.	Generally,	if	reserve	volumes	are	revised	up	or	down,	then	the	
DD&A	rate	per	unit	of	production	will	change	inversely.	However,	if	the	depletable	base	changes,	then	the	DD&A	rate	moves	in	the	same	direction.	The	per	unit	DD&A	
rate	is	not	affected	by	production	volumes.	Absolute	or	total	DD&A,	as	opposed	to	the	rate	per	unit	of	production,	generally	moves	in	the	same	direction	as	production	
volumes.	Oil	and	gas	property	DD&A	is	calculated	separately	on	a	country-by-country	basis.

The	following	table	details	the	changes	in	DD&A	of	oil	and	gas	properties	between	2004	and	2006.	The	changes	due	to	volumes	in	the	table	represent	the	effect	on	

DD&A	due	to	decreases	in	combined	oil,	gas	and	NGL	production.

2004	DD&A 
  Change due to volumes 
  Change due to rate 
2005	DD&A 
  Change due to volumes 
  Change due to rate 
2006	DD&A 

40

(in	millionS)	

$ 

$ 

2,077
(195)
99
1,981
(85)
370
2,266

	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
md&a

2006 vs. 2005  Oil	and	gas	property	related	DD&A	increased	$370	million	in	2006	due	to	an	increase	in	the	DD&A	rate	from	$8.86	per	Boe	in	2005	to	$10.59	per	Boe	
in	2006.	The	largest	contributor	to	the	rate	increase	was	inflationary	pressure	on	both	the	costs	incurred	during	2006	as	well	as	the	estimated	development	costs	to	be	
spent	in	future	periods	on	proved	undeveloped	reserves.	Other	factors	contributing	to	the	rate	increase	include	the	June	2006	Chief	acquisition	and	the	transfer	of	
previously	unproved	costs	to	the	depletable	base	as	a	result	of	2006	drilling	activities.	A	reduction	in	reserve	estimates	due	to	the	effects	of	2006	year-end	commodity	
prices	also	contributed	to	the	rate	increase.

2005 vs. 2004  Oil	and	gas	property	related	DD&A	increased	$99	million	in	2005	due	to	an	increase	in	the	DD&A	rate	from	$8.41	per	Boe	in	2004	to	$8.86	per	Boe	in	

2005.	The	largest	contributor	to	the	rate	increase	was	the	effect	of	inflationary	pressure	on	finding	and	development	costs	for	reserve	discoveries	and	extensions.	
Changes	in	the	Canadian-to-U.S.	dollar	exchange	rate	also	caused	the	rate	to	increase.	These	increases	were	partially	offset	by	a	decrease	in	the	rate	as	a	result	of	our	
2005	property	divestitures.

General	and	administrative	expenses	(“G&a”)

Our	net	G&A	consists	of	three	primary	components.	The	largest	of	these	components	is	the	gross	amount	of	expenses	incurred	for	personnel	costs,	office	expenses,	

professional	fees	and	other	G&A	items.	The	gross	amount	of	these	expenses	is	partially	reduced	by	two	offsetting	components.	One	is	the	amount	of	G&A	capitalized	
pursuant	to	the	full	cost	method	of	accounting	related	to	exploration	and	development	activities.	The	other	is	the	amount	of	G&A	reimbursed	by	working	interest	owners	
of	properties	for	which	we	serve	as	the	operator.	These	reimbursements	are	received	during	both	the	drilling	and	operational	stages	of	a	property’s	life.	The	gross	
amount	of	G&A	incurred,	less	the	amounts	capitalized	and	reimbursed,	is	recorded	as	net	G&A	in	the	consolidated	statements	of	operations.	Net	G&A	includes	expenses	
related	to	oil,	gas	and	NGL	exploration	and	production	activities,	as	well	as	marketing	and	midstream	activities.	See	the	following	table	for	a	summary	of	G&A	expenses	
by	component.

Gross G&A  
Capitalized G&A 
Reimbursed G&A 
  Net G&A 

2006		

2006	vs	2005		

Year	ended	deCemBer	31,
2005		

(IN	MILLIoNs)

2005	vs	2004		

2004

$ 

$ 

769 
(269) 
(103) 
397 

+33% 
+49% 
-2% 
+36% 

577 
(181) 
(105) 
291 

+6% 
     +9% 
+3% 
+5% 

545
(166)
(102)
277

2006 vs. 2005		Gross	G&A	increased	$192	million.	Higher	employee	compensation	and	benefits	costs	caused	gross	G&A	to	increase	$149	million.	Of	this	increase,		

$34	million	represented	stock	option	expense	recognized	pursuant	to	our	adoption	in	2006	of	Statement	of	Financial	Accounting	Standard	No.	123(R),	Share-Based 
Payment.	An	additional	$28	million	of	the	increase	related	to	higher	restricted	stock	compensation.	In	addition,	changes	in	the	Canadian-to-U.S.	dollar	exchange	rate	
caused	an	$11	million	increase	in	costs.

2005 vs. 2004 	Gross	G&A	increased	$32	million.	Higher	employee	compensation	and	benefits	costs	caused	gross	G&A	to	increase	$35	million.	Of	this	increase,	$17	

million	related	to	higher	restricted	stock	compensation.	In	addition,	changes	in	the	Canadian-to-U.S.	dollar	exchange	rate	caused	a	$9	million	increase	in	costs.	These	
increases	were	partially	offset	by	an	$8	million	decrease	in	rent	expense	resulting	primarily	from	the	abandonment	of	certain	Canadian	office	space	in	2004.

The	factors	discussed	above	were	also	the	primary	factors	that	caused	the	$88	million	and	$15	million	increases	in	capitalized	G&A	in	2006	and	2005,	respectively.

interest	expense	

The	following	schedule	includes	the	components	of	interest	expense	between	2004	and	2006.

Interest based on debt outstanding 
Capitalized interest 
Other interest 

  Total interest expense 

2006	

486 
(79) 
14 
421 

$ 

$ 

Year	ended	deCemBer	31,
2005	

(IN	MILLIoNs)

507 
(70) 
96 
533 

2004

  513
(70)
32
  475

Interest	based	on	debt	outstanding	decreased	from	2004	to	2006	primarily	due	to	the	net	effect	of	debt	repayments	during	2005	and	2006.	This	was	partially	offset	

by	the	effect	of	increased	commercial	paper	borrowings	during	the	last	half	of	2006	related	to	the	acquisition	of	the	Chief	properties.

During	2005,	we	redeemed	our	$400	million	6.75%	notes	due	March	15,	2011	and	our	zero	coupon	convertible	senior	debentures	prior	to	their	scheduled	maturity	

dates.	The	other	interest	category	in	the	table	above	includes	$81	million	in	2005	related	to	these	early	retirements.

During	2004,	we	repaid	the	balance	under	our	$3	billion	term	loan	credit	facility	prior	to	the	scheduled	repayment	date.		The	other	interest	category	in	the	table	

above	includes	$16	million	in	2004	related	to	this	early	repayment.

41

	
	
	
	
	
	
	
 
 
 
	
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
md&a

reduction	of	Carrying	value	of	oil	and	Gas	properties

During	2006	and	2005,	we	reduced	the	carrying	value	of	certain	of	our	oil	and	gas	properties	due	to	full	cost	ceiling	limitations	and	unsuccessful	exploratory	
activities.	A	detailed	description	of	how	full	cost	ceiling	limitations	are	determined	is	included	in	the	Critical	Accounting	Policies	and	Estimates	section	of	this	report.		
A	summary	of	these	reductions	and	additional	discussion	is	provided	below.

Unsuccessful exploratory reductions: 
  Nigeria   
  Brazil 
  Angola   
Ceiling test reduction – Russia 

  Total  

2006		

Year	ended	deCemBer	31,

net	of		
taxeS		

GroSS		

(IN	MILLIoNs)

2005

net	of
taxeS

85 
16 
— 
10 
111 

— 
42 
170 
— 
212 

—
42
119
—
161

GroSS		

85 
16 
— 
20 
121 

$ 

$ 

2006 Reductions		We	have	committed	to	drill	four	wells	in	Nigeria.	The	first	two	wells	were	unsuccessful.	After	drilling	the	second	unsuccessful	well	in	the	first	
quarter	of	2006,	we	determined	that	the	capitalized	costs	related	to	these	two	wells	should	be	impaired.	Therefore,	in	the	first	quarter	of	2006,	we	recognized	an	$85	
million	impairment	of	our	investment	in	Nigeria	equal	to	the	costs	to	drill	the	two	dry	holes	and	a	proportionate	share	of	block-related	costs.	There	was	no	tax	benefit	
related	to	this	impairment.

During	the	second	quarter	of	2006,	we	drilled	two	unsuccessful	exploratory	wells	in	Brazil	and	determined	that	the	capitalized	costs	related	to	these	two	wells	

should	be	impaired.	Therefore,	in	the	second	quarter	of	2006,	we	recognized	a	$16	million	impairment	of	our	investment	in	Brazil	equal	to	the	costs	to	drill	the	two	dry	
holes	and	a	proportionate	share	of	block-related	costs.	There	was	no	tax	benefit	related	to	this	impairment.	The	two	wells	were	unrelated	to	Devon’s	Polvo	development	
project	in	Brazil.

As	a	result	of	a	decline	in	projected	future	net	cash	flows,	the	carrying	value	of	our	Russian	properties	exceeded	the	full	cost	ceiling	by	$10	million	at	the	end	of	the	

third	quarter	of	2006.	Therefore,	we	recognized	a	$20	million	reduction	of	the	carrying	value	of	our	oil	and	gas	properties	in	Russia,	offset	by	a	$10	million	deferred	
income	tax	benefit.

2005 Reductions		Our	interests	in	Angola	were	acquired	through	the	2003	Ocean	Energy	merger.	Our	Angolan	drilling	program	discovered	no	proven	reserves.	

After	drilling	three	unsuccessful	wells	in	the	fourth	quarter	of	2005,	we	determined	that	all	of	the	Angolan	capitalized	costs	should	be	impaired.

Prior	to	the	fourth	quarter	of	2005,	we	were	capitalizing	the	costs	of	previous	unsuccessful	efforts	in	Brazil	pending	the	determination	of	whether	proved	reserves	

would	be	recorded	in	Brazil.	We	have	been	successful	in	our	drilling	efforts	on	block	BM-C-8	in	Brazil	and	are	currently	developing	the	Polvo	project	on	this	block.	The	
ultimate	value	of	the	Polvo	project	is	expected	to	be	in	excess	of	the	sum	of	its	related	costs,	plus	the	costs	of	the	previous	unrelated	unsuccessful	efforts	in	Brazil	which	
were	capitalized.	However,	the	Polvo	proved	reserves	will	be	recorded	over	a	period	of	time.	At	the	end	of	2005,	it	was	expected	that	a	small	initial	portion	of	the	proved	
reserves	ultimately	expected	at	Polvo	would	be	recorded	in	2006.	Based	on	preliminary	estimates	developed	in	the	fourth	quarter	of	2005,	the	value	of	this	initial	partial	
booking	of	proved	reserves	was	not	sufficient	to	offset	the	sum	of	the	related	proportionate	Polvo	costs	plus	the	costs	of	the	previous	unrelated	unsuccessful	efforts.	
Therefore,	we	determined	that	the	prior	unsuccessful	costs	unrelated	to	the	Polvo	project	should	be	impaired.	These	costs	totaled	approximately	$42	million.	There	was	
no	tax	benefit	related	to	this	Brazilian	impairment.

Change	in	fair	value	of	derivative	financial	instruments	

The	details	of	the	changes	in	fair	value	of	derivative	financial	instruments	between	2004	and	2006	are	shown	in	the	table	below.

Option embedded in exchangeable debentures 
Non-qualifying commodity hedges 
Ineffectiveness of commodity hedges 
Interest rate swaps 

  Total  

2006	

181 
—  
 —  
(3) 
178 

$ 

$ 

2005	

(IN	MILLIoNs)

54 
39 
5 
(4) 
94 

2004

  58
  —
5
(1)
  62

42

	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
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The	change	in	the	fair	value	of	the	embedded	option	relates	to	the	debentures	exchangeable	into	shares	of	Chevron	Corporation	common	stock.		These	expenses	

were	caused	primarily	by	increases	in	the	price	of	Chevron	Corporation’s	common	stock.

In	2005,	we	recognized	a	$39	million	loss	on	certain	oil	derivative	financial	instruments	that	no	longer	qualified	for	hedge	accounting	because	the	hedged	
production	exceeded	actual	and	projected	production	under	these	contracts.		The	lower	than	expected	production	was	caused	primarily	by	hurricanes	that	affected	
offshore	production	in	the	Gulf	of	Mexico.

other	income,	net

The	following	schedule	includes	the	components	of	other	income	between	2004	and	2006.

Interest and dividend income 
Net gain on sales of non-oil and gas property and equipment 
Loss on derivative financial instruments 
Gains from changes in foreign exchange rates 
Other 
         Total  

2006	

100 
6 
— 
— 
9 
115 

$ 

$ 

2005	

(IN	MILLIoNs)

95 
150 
(48) 
2 
(1) 
198 

2004

  45
33
  —
  23
  25
  126

Interest	and	dividend	income	increased	from	2004	to	2005	primarily	due	to	an	increase	in	cash	and	short-term	investment	balances	and	higher	interest	rates.
During	2005,	we	sold	certain	non-core	midstream	assets	for	a	net	gain	of	$150	million.	Also	during	2005,	we	incurred	a	$55	million	loss	on	certain	commodity	
hedges	that	no	longer	qualified	for	hedge	accounting	and	were	settled	prior	to	the	end	of	their	original	term.	These	hedges	related	to	U.S.	and	Canadian	oil	production	
from	properties	sold	as	part	of	our	2005	property	divestiture	program.	This	loss	was	partially	offset	by	a	$7	million	gain	related	to	interest	rate	swaps	that	were	settled	
prior	to	the	end	of	their	original	term	in	conjunction	with	the	early	redemption	of	the	$400	million	6.75%	senior	notes	in	2005.

The	gains	in	2005	and	2004	from	changes	in	foreign	exchange	rates	were	primarily	related	to	$400	million	of	Canadian	subsidiary	debt	that	was	denominated	in		

U.S.	dollars.	The	debt	was	retired	in	2005.		

income	taxes	

The	following	table	presents	our	total	income	tax	expense	related	to	continuing	operations	and	a	reconciliation	of	our	effective	income	tax	rate	to	the	U.S.	statutory	

income	tax	rate	for	each	of	the	past	three	years.	The	primary	factors	causing	our	effective	rates	to	vary	from	2004	to	2006,	and	differ	from	the	U.S.	statutory	rate,	are	
discussed	below.

Total income tax expense 

$ 

1,189 

1,606 

2006	

2005	

(IN	MILLIoNs)

U.S. statutory income tax rate 
Canadian statutory rate reductions 
Texas income-based tax 
United States manufacturing deduction 
Repatriation of Canadian earnings 
Other 

  Effective income tax rate 

35% 
(6%) 
1% 
— 
— 
— 
30% 

35% 
— 
— 
(1%) 
1% 
1% 
36% 

2004

 1,095

  35%
  (1%)
  —
  —
  —
  (1%)
  33%

In	2006,	2005	and	2004,	deferred	income	taxes	were	reduced	$243	million,	$14	million	and	$36	million,	respectively,	due	to	Canadian	statutory	rate	reductions	that	

were	enacted	in	each	such	year.

In	2006,	deferred	income	taxes	increased	$39	million	due	to	the	effect	of	a	new	income-based	tax	enacted	by	the	state	of	Texas	that	replaces	a	previous	franchise	

tax.	The	new	tax	is	effective	January	1,	2007.

In	2006	and	2005,	income	taxes	were	reduced	$12	million	and	$25	million,	respectively,	due	to	a	new	U.S.	tax	deduction	for	companies	with	domestic	production	

activities,	including	oil	and	gas	extraction.

In	2005,	we	recognized	$28	million	of	taxes	related	to	our	repatriation	of	$545	million	to	the	U.S.	The	cash	was	repatriated	due	to	tax	legislation	that	allowed	
qualifying	companies	to	repatriate	cash	from	foreign	operations	at	a	reduced	income	tax	rate.	Substantially	all	of	the	cash	repatriated	by	us	in	2005	related	to	earnings	of	
our	Canadian	subsidiary.

43

		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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earnings	from	discontinued	operations

On	November	14,	2006,	we	announced	our	plans	to	divest	our	operations	in	Egypt.	We	anticipate	completing	the	sale	of	our	Egyptian	operations	in	the	first	half	of	

2007.	Pursuant	to	accounting	rules	for	discontinued	operations,	Egypt	is	considered	a	discontinued	operation	at	the	end	of	2006.	As	a	result,	the	Egypt	financial	results	for	
2006	and	all	prior	periods	have	been	reclassified	and	are	presented	as	discontinued	operations.

Following	are	the	components	of	the	results	of	discontinued	operations	between	2004	and	2006.

Earnings from discontinued operations before income taxes 
Income tax (benefit) expense 
  Earnings from discontinued operations 

Capital	reSourCeS,	uSeS	and	liquiditY

2006	

22 
(1) 
23 

$ 

$ 

2005	

(IN	MILLIoNs)

46 
15 
31 

2004

17
12
5

The	following	discussion	of	capital	resources	and	liquidity	should	be	read	in	conjunction	with	the	consolidated	financial	statements	included	in	this	report.

Sources	and	uses	of	Cash

The	following	table	presents	the	sources	and	uses	of	our	cash	and	cash	equivalents	from	2004	to	2006.	The	table	presents	capital	expenditures	on	a	cash	basis.	

Therefore,	these	amounts	differ	from	the	amounts	of	capital	expenditures,	including	accruals,	that	are	referred	to	elsewhere	in	this	document.	Additional	discussion	of	
these	items	follows	the	table.

SOuRCES OF CASh AnD CASh EquivAlEntS: 
  Operating cash flow – continuing operations 
  Sales of property and equipment 
  Net commercial paper borrowings 
  Stock option exercises 
  Net decrease in short-term investments 
  Other 
  Total sources of cash and cash equivalents 

uSES OF CASh AnD CASh EquivAlEntS: 
  Capital expenditures 
  Debt repayments 
  Repurchases of common stock 
  Dividends 
  Net increase in short-term investments 
  Total uses of cash and cash equivalents 
Increase (decrease) from continuing operations 
Increase (decrease) from discontinued operations 
Effect of foreign exchange rates 
Net increase (decrease) in cash and cash equivalents 

Cash and cash equivalents at end of year 
Short-term investments at end of year 

2006	

5,936 
40 
1,808 
73 
 106 
36 
7,999 

(7,551) 
(862) 
(253) 
(209) 
— 
(8,875) 
(876) 
13 
13 
(850) 

756 
574 

$ 

$ 

$ 
$ 

2005	

(IN	MILLIoNs)

5,514 
2,151 
— 
124 
 287 
— 
8,076 

(4,026) 
(1,258) 
(2,263) 
(146) 
— 
(7,693) 
383 
34 
37 
454 

1,606 
680 

2004

4,789
95
—
268
  —
—
5,152

(3,058)
(973)
(189)
(107)
(626)
(4,953)
199
(18)
39
220

1,152
967

Operating Cash Flow – Continuing Operations  Net	cash	provided	by	operating	activities	(“operating	cash	flow”)	is	our	primary	source	of	capital	and	liquidity.	

Changes	in	operating	cash	flow	are	largely	due	to	the	same	factors	that	affect	our	net	earnings,	with	the	exception	of	those	earnings	changes	due	to	such	noncash	
expenses	as	DD&A,	property	impairments,	derivative	fair	value	changes	and	deferred	income	tax	expense.	As	a	result,	our	operating	cash	flow	increased	in	2006	and	
2005	compared	to	the	previous	years	largely	due	to	increases	in	net	earnings,	as	discussed	in	the	“Results	of	Operations”	section	of	this	report.

Sales of Property and Equipment   In	2005,	we	generated	$2.2	billion	in	pre-tax	proceeds	from	sales	of	property	and	equipment.	These	consisted	of	$2.0	billion	
related	to	the	sale	of	non-core	oil	and	gas	properties	and	$0.2	billion	related	to	the	sale	of	non-core	midstream	assets.	Net	of	related	income	taxes,	these	proceeds	were	
$1.8	billion	for	oil	and	gas	properties	and	$0.1	billion	for	midstream	assets.

44

	
	
	
	
	
	
 
 
 
 
 
 
 
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      
       
        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
md&a

Net Commercial Paper Borrowings 	On	June	29,	2006,	we	acquired	Chief	for	$2	billion	of	cash	and	the	assumption	of	$0.2	billion	of	liabilities.	We	funded	a	
portion	of	the	purchase	price	with	$1.4	billion	of	borrowings	issued	under	our	commercial	paper	program.	As	a	result	of	the	Chief	acquisition	and	success	in	other	onshore	
U.S.	locations,	we	accelerated	certain	oil	and	gas	development	activities	into	the	last	half	of	2006.	We	borrowed	an	additional	$0.4	billion	of	commercial	paper	to	fund	
this	accelerated	development.

Capital Expenditures 	The	increases	in	operating	cash	flow	have	enabled	us	to	invest	larger	amounts	in	capital	projects.	As	a	result,	excluding	the	acquisition	of	
the	Chief	properties,	our	capital	expenditures	increased	38%	in	2006.	The	majority	of	this	increase	related	to	our	expenditures	for	the	acquisition,	drilling	or	development	
of	oil	and	gas	properties,	which	totaled	$5.0	billion	in	2006,	excluding	the	Chief	acquisition.	Inflationary	pressure	driven	by	higher	commodity	prices	and	increased	
drilling	activities	in	the	Barnett	Shale,	Gulf	of	Mexico,	Carthage	and	Groesbeck	areas	of	the	U.S.	contributed	to	the	increase.	In	addition,	the	payouts	of	our	carried	
interests	in	Azerbaijan	in	the	last	half	of	2006	and	the	weaker	U.S.	dollar	impact	on	our	Canadian	operations	also	contributed	to	the	increase.

Capital	expenditures	in	2005	increased	32%	compared	to	2004	primarily	due	to	an	increase	in	our	expenditures	for	the	acquisition,	drilling	or	development	of	oil	
and	gas	properties,	which	totaled	$3.9	billion	in	2005.	Increased	drilling	activities	in	the	Barnett	Shale,	the	approximately	$200	million	acquisition	of	Iron	River	acreage	in	
Canada	and	the	$74	million	purchase	of	the	Serpentina	FPSO	in	offshore	Equatorial	Guinea	were	large	contributors	to	the	increase.	Inflationary	pressure	driven	by	higher	
commodity	prices	and	the	weaker	U.S.	dollar	also	caused	our	expenditures	to	increase	from	2004	to	2005.

Debt Repayments  Our	net	debt	retirements	were	$0.9	billion,	$1.3	billion	and	$1.0	billion	in	2006,	2005	and	2004,	respectively.	These	amounts	consisted	of	
payments	at	the	scheduled	maturity	dates	with	the	exception	of	the	following	payments.	The	2006	amount	includes	$0.2	billion	related	to	the	repayment	of	debt	
acquired	in	the	Chief	acquisition.	The	2005	amount	includes	$0.8	billion	related	to	the	retirement	of	zero	coupon	convertible	debentures	due	in	2020	and	6.75%	notes	
due	in	2011.	The	2004	amount	includes	$635	million	for	the	payment	of	the	outstanding	balance	under	a	$3	billion	term	loan	credit	facility	due	in	2006.

Repurchases of Common Stock  In	August	2005,	we	completed	a	share	repurchase	program	that	began	in	October	2004.	Under	this	program,	we	repurchased	49.6	

million	shares	of	our	common	stock	at	a	total	cost	of	$2.3	billion,	or	$46.69	per	share.	In	August	2005,	we	announced	another	program	to	repurchase	up	to	an	additional	
50	million	shares	of	our	common	stock.	During	2005	and	2006,	we	repurchased	6.5	million	shares	for	$387	million,	or	$59.80	per	share,	under	this	program.

Dividends  Our	common	stock	dividends	were	$199	million,	$136	million	and	$97	million	in	2006,	2005	and	2004,	respectively.	We	also	paid	$10	million	of	
preferred	stock	dividends	in	2006,	2005	and	2004.	The	2006	and	2005	increases	in	common	stock	dividends	were	primarily	related	to	a	50%	increase	in	the	dividend	rate	
in	the	first	quarter	of	both	2006	and	2005,	partially	offset	by	a	decrease	in	outstanding	shares	due	to	share	repurchases.

Changes in Short-Term Investments  To	maximize	our	income	on	available	cash	balances,	we	invest	in	highly	liquid,	short-term	investments.	The	purchase	and	
sale	of	these	short-term	investments	will	cause	cash	and	cash	equivalents	to	decrease	and	increase,	respectively.	Short-term	investment	balances	decreased	$106	million	
and	$287	million	in	2006	and	2005,	respectively,	and	increased	$626	million	in	2004.

liquidity

Historically,	our	primary	source	of	capital	and	liquidity	has	been	operating	cash	flow.	Additionally,	we	maintain	a	revolving	line	of	credit	and	a	commercial	paper	
program	which	can	be	accessed	as	needed	to	supplement	operating	cash	flow.	Other	available	sources	of	capital	and	liquidity	include	the	issuance	of	equity	securities	
and	long-term	debt.	During	2007,	another	major	source	of	liquidity	will	be	proceeds	from	the	sales	of	our	operations	in	Egypt	and	West	Africa.	We	expect	the	
combination	of	these	sources	of	capital	will	be	more	than	adequate	to	fund	future	capital	expenditures,	debt	repayments,	common	stock	repurchases,	and	other	
contractual	commitments	as	discussed	later	in	this	section.

Operating Cash Flow  Our	operating	cash	flow	has	increased	nearly	25%	since	2004,	reaching	a	total	of	$5.9	billion	in	2006.	We	expect	operating	cash	flow	to	
continue	to	be	our	primary	source	of	liquidity.	Our	operating	cash	flow	is	sensitive	to	many	variables,	the	most	volatile	of	which	is	pricing	of	the	oil,	natural	gas	and	NGLs	
produced.	Prices	for	these	commodities	are	determined	primarily	by	prevailing	market	conditions.	Regional	and	worldwide	economic	activity,	weather	and	other	
substantially	variable	factors	influence	market	conditions	for	these	products.	These	factors	are	beyond	our	control	and	are	difficult	to	predict.

We	periodically	believe	it	appropriate	to	mitigate	some	of	the	risk	inherent	in	oil	and	natural	gas	prices.	We	have	used	a	variety	of	avenues	to	achieve	this	partial	
risk	mitigation.	We	have	utilized	price	collars	to	set	minimum	and	maximum	prices	on	a	portion	of	our	production.	We	have	also	utilized	various	price	swap	contracts	and	
fixed-price	physical	delivery	contracts	to	fix	the	price	to	be	received	for	a	portion	of	future	oil	and	natural	gas	production.	Based	on	contracts	currently	in	place,	
approximately	5%	of	our	estimated	2007	natural	gas	production	(3%	of	our	total	Boe	production)	is	subject	to	either	price	collars,	swaps	or	fixed-price	contracts.

Commodity	prices	can	also	affect	our	operating	cash	flow	through	an	indirect	effect	on	operating	expenses.	Significant	commodity	price	increases,	as	experienced	

in	recent	years,	can	lead	to	an	increase	in	drilling	and	development	activities.	As	a	result,	the	demand	and	cost	for	people,	services,	equipment	and	materials	may	also	
increase,	causing	a	negative	impact	on	our	cash	flow.

Credit Lines  Another	source	of	liquidity	is	our	$2.5	billion	five-year,	syndicated,	unsecured	revolving	line	of	credit	(the	“Senior	Credit	Facility”).	The	Senior	Credit	
Facility	includes	a	five-year	revolving	Canadian	subfacility	in	a	maximum	amount	of	U.S.	$500	million.	Amounts	borrowed	under	the	Senior	Credit	Facility	may,	at	our	
election,	bear	interest	at	various	fixed	rate	options	for	periods	of	up	to	twelve	months.	Such	rates	are	generally	less	than	the	prime	rate.	However,	we	may	elect	to	borrow	
at	the	prime	rate.	As	of	December	31,	2006,	there	were	no	borrowings	under	the	Senior	Credit	Facility.	The	available	capacity	under	the	Senior	Credit	Facility	as	of	
December	31,	2006,	net	of	$1.8	billion	of	outstanding	commercial	paper	and	$284	million	of	outstanding	letters	of	credit,	was	approximately	$408	million.

45

md&a

The	Senior	Credit	Facility	matures	on	April	7,	2011,	and	all	amounts	outstanding	will	be	due	and	payable	at	that	time	unless	the	maturity	is	extended.	Prior	to	each	

April	7	anniversary	date,	we	have	the	option	to	extend	the	maturity	of	the	Senior	Credit	Facility	for	one	year,	subject	to	the	approval	of	the	lenders.	We	are	working	to	
obtain	lender	approval	to	extend	the	current	maturity	date	of	April	7,	2011	to	April	7,	2012.	If	successful,	this	maturity	date	extension	will	be	effective	April	7,	2007,	
provided	we	have	not	experienced	a	“material	adverse	effect,”	as	defined	in	the	Senior	Credit	Facility	agreement,	at	that	date.

The	Senior	Credit	Facility	contains	only	one	material	financial	covenant.	This	covenant	requires	our	ratio	of	total	funded	debt	to	total	capitalization	to	be	less	than	

65%.	The	credit	agreement	contains	definitions	of	total	funded	debt	and	total	capitalization	that	include	adjustments	to	the	respective	amounts	reported	in	our	
consolidated	financial	statements.	As	defined	in	the	agreement,	total	funded	debt	excludes	the	debentures	that	are	exchangeable	into	shares	of	Chevron	Corporation	
common	stock.	Also,	total	capitalization	is	adjusted	to	add	back	noncash	financial	writedowns	such	as	full	cost	ceiling	impairments	or	goodwill	impairments.	As	of	
December	31,	2006,	our	debt	to	capitalization	ratio	as	calculated	pursuant	to	this	covenant	was	27.3%.

Our	access	to	funds	from	the	Senior	Credit	Facility	is	not	restricted	under	any	“material	adverse	effect”	clauses.	It	is	not	uncommon	for	credit	agreements	to	include	
such	clauses.	These	clauses	can	remove	the	obligation	of	the	banks	to	fund	the	credit	line	if	any	condition	or	event	would	reasonably	be	expected	to	have	a	material	and	
adverse	effect	on	the	borrower’s	financial	condition,	operations,	properties	or	business	considered	as	a	whole,	the	borrower’s	ability	to	make	timely	debt	payments,	or	
the	enforceability	of	material	terms	of	the	credit	agreement.	While	our	Senior	Credit	Facility	includes	covenants	that	require	us	to	report	a	condition	or	event	having	a	
material	adverse	effect,	the	obligation	of	the	banks	to	fund	the	Senior	Credit	Facility	is	not	conditioned	on	the	absence	of	a	material	adverse	effect.

We	also	have	access	to	short-term	credit	under	our	commercial	paper	program.	Total	borrowings	under	the	commercial	paper	program	may	not	exceed	$2	billion.	
Also,	any	borrowings	under	the	commercial	paper	program	reduce	available	capacity	under	the	Senior	Credit	Facility	on	a	dollar-for-dollar	basis.	Commercial	paper	debt	
generally	has	a	maturity	of	between	seven	and	90	days,	although	it	can	have	a	maturity	of	up	to	365	days,	and	bears	interest	at	rates	agreed	to	at	the	time	of	the	
borrowing.	The	interest	rate	is	based	on	a	standard	index	such	as	the	Federal	Funds	Rate,	LIBOR,	or	the	money	market	rate	as	found	on	the	commercial	paper	market.	As	
of	December	31,	2006,	we	had	$1.8	billion	of	commercial	paper	debt	outstanding	at	an	average	rate	of	5.37%.

Debt Ratings		We	receive	debt	ratings	from	the	major	ratings	agencies	in	the	United	States.	In	determining	our	debt	ratings,	the	agencies	consider	a	number	of	

items	including,	but	not	limited	to,	debt	levels,	planned	asset	sales,	near-term	and	long-term	production	growth	opportunities	and	capital	allocation	challenges.	
Liquidity,	asset	quality,	cost	structure,	reserve	mix,	and	commodity	pricing	levels	are	also	considered	by	the	rating	agencies.	Our	current	debt	ratings	are	BBB	with	a	
positive	outlook	by	Standard	&	Poor’s,	Baa2	with	a	positive	outlook	by	Moody’s	and	BBB	with	a	positive	outlook	by	Fitch.

There	are	no	“rating	triggers”	in	any	of	our	contractual	obligations	that	would	accelerate	scheduled	maturities	should	our	debt	rating	fall	below	a	specified	level.	

Our	cost	of	borrowing	under	our	Senior	Credit	Facility	is	predicated	on	our	corporate	debt	rating.	Therefore,	even	though	a	ratings	downgrade	would	not	accelerate	
scheduled	maturities,	it	would	adversely	impact	the	interest	rate	on	any	borrowings	under	our	Senior	Credit	Facility.	Under	the	terms	of	the	Senior	Credit	Facility,	a	one-
notch	downgrade	would	increase	the	fully-drawn	borrowing	costs	for	the	Senior	Credit	Facility	from	LIBOR	plus	45	basis	points	to	a	new	rate	of	LIBOR	plus	65	basis	
points.	A	ratings	downgrade	could	also	adversely	impact	our	ability	to	economically	access	debt	markets	in	the	future.	As	of	December	31,	2006,	we	were	not	aware	of	
any	potential	ratings	downgrades	being	contemplated	by	the	rating	agencies.

Capital Expenditures		In	February	2007,	we	provided	guidance	for	our	2007	capital	expenditures	which	are	expected	to	range	from	$5.7	billion	to	$6.2	billion.	This	

represents	the	largest	planned	use	of	our	2007	operating	cash	flow,	with	the	high	end	of	the	range	being	11%	higher	than	our	2006	capital	expenditures,	excluding	the	
Chief	acquisition.	To	a	certain	degree,	the	ultimate	timing	of	these	capital	expenditures	is	within	our	control.	Therefore,	if	oil	and	natural	gas	prices	fluctuate	from	current	
estimates,	we	could	choose	to	defer	a	portion	of	these	planned	2007	capital	expenditures	until	later	periods,	or	accelerate	capital	expenditures	planned	for	periods	
beyond	2007	to	achieve	the	desired	balance	between	sources	and	uses	of	liquidity.	Based	upon	current	oil	and	natural	gas	price	expectations	for	2007,	we	anticipate	
having	adequate	capital	resources	to	fund	our	2007	capital	expenditures.

Common Stock Repurchase Program		In	August	2005,	we	announced	a	program	to	repurchase	up	to	50	million	shares	of	our	common	stock.	We	had	repurchased	
6.5	million	shares	under	this	program	through	the	middle	of	2006	when	the	program	was	suspended	as	a	result	of	the	Chief	acquisition.	In	conjunction	with	the	sales	of	
our	Egyptian	and	West	African	operations,	we	expect	to	resume	this	repurchase	program	in	late	2007	by	using	a	portion	of	the	sales	proceeds	to	repurchase	common	
stock.	Although	this	program	expires	at	the	end	of	2007,	it	could	be	extended	if	necessary.

46

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Contractual Obligations		A	summary	of	our	contractual	obligations	as	of	December	31,	2006,	is	provided	in	the	following	table.

Long-term debt (1) 
Interest expense (2) 
Drilling and facility obligations (3) 
Asset retirement obligations (4) 
Firm transportation agreements (5) 
Lease obligations (6) 
Other 

  Total 

total		

7,770 
5,797 
2,993 
894 
574 
595 
37 
18,660 

$ 

$ 

leSS	than	
1	Year	

paYmentS	due	BY	period	
1-3	
YearS	

3-5	
YearS		

more	than	
5	YearS	

(IN	MILLIoNs)

2,208 
492 
886 
61 
123 
80 
28 
3,878 

937 
764 
1,137 
75 
173 
163 
5 
3,254 

2,100 
690 
844 
143 
106 
123 
4 
4,010 

2,525
3,851
126
615
172
229
—
7,518

(1)  Long-term debt amounts represent scheduled maturities of our debt obligations at December 31, 2006, excluding $5 million of fair value adjustments and $8 million of net premiums included in the 

carrying value of debt. The “Less than 1 Year” amount includes $1.8 billion of short-term commercial paper borrowings. We intend to use the proceeds from the sales of our Egyptian and West African assets 
to repay our outstanding commercial paper. The “1-3 Years” amount includes $760 million related to our debentures exchangeable into shares of Chevron Corporation common stock. As of December 31, 
2006, we beneficially owned approximately 14.2 million shares of Chevron common stock for possible exchange for the exchangeable debentures. In addition, $284 million of letters of credit that have been 
issued by commercial banks on our behalf are excluded from the table. The majority of these letters of credit, if funded, would become borrowings under our revolving credit facility. Most of these letters of 
credit have been granted by financial institutions to support our international and Canadian drilling commitments.

(2)  Interest expense amounts represent the scheduled fixed-rate and variable-rate cash payments related to our debt. Interest on our variable-rate debt was estimated based upon expected future interest rates  

as of December 31, 2006.

(3)  Drilling and facility obligations represent contractual agreements with third party service providers to procure drilling rigs and other related services for developmental and exploratory drilling and facilities  
construction. Included in the $3.0 billion total is $1.9 billion which relates to long-term contracts for three deepwater drilling rigs and certain other contracts for onshore drilling and facility obligations  
in which drilling or facilities construction has not commenced. The $1.9 billion represents the gross commitment under these contracts. Our ultimate payment for these commitments will be reduced by the  
amounts billed to our working interest partners. Payments for these commitments, net of amounts billed to partners, will be capitalized as a component of oil and gas properties.

(4)  Asset retirement obligations represent estimated discounted costs for future dismantlement, abandonment and rehabilitation costs. These obligations are recorded as liabilities on our December 31, 2006  

balance sheet.

(5)  Firm transportation agreements represent “ship or pay” arrangements whereby we have committed to ship certain volumes of oil, gas and NGLs for a fixed transportation fee. We have entered into these 

agreements to aid the movement of our gas production to market. We expect to have sufficient production to utilize the majority of these transportation services.

(6)  Lease obligations consist of operating leases for office space and equipment, an offshore platform spar and FPSO’s. Office and equipment leases represent non-cancelable leases for office space and 

equipment used in our daily operations. We have an offshore platform spar that is being used in the development of the Nansen field in the Gulf of Mexico. This spar is subject to a 20-year lease and contains  
various options whereby we may purchase the lessors’ interests in the spar. We have guaranteed that the spar will have a residual value at the end of the term equal to at least 10% of the fair value of  
the spar at the inception of the lease. The total guaranteed value is $14 million in 2022. However, such amount may be reduced under the terms of the lease agreement. In 2005, we sold our interests in  
the Boomvang field in the Gulf of Mexico, which has a spar lease with terms similar to those of the Nansen lease. As a result of the sale, we are subleasing the Boomvang Spar. The table above does not  
include any amounts related to the Boomvang spar lease. However, if the sublessee were to default on its obligation, we would continue to be obligated to pay the periodic lease payments and any  
guaranteed value required at the end of the term.   We also lease two FPSO’s that are being used in the Panyu project offshore China and the Polvo project offshore Brazil. The Panyu FPSO lease term expires  
in September 2009. The Polvo FPSO lease term expires in 2014.

Pension Funding and Estimates  Funded Status  As	compared	to	the	“projected	benefit	obligation,”	our	qualified	and	nonqualified	defined	benefit	plans	were	

underfunded	by	$178	million	and	$133	million	at	December	31,	2006	and	2005,	respectively.	A	detailed	reconciliation	of	the	2006	changes	to	our	underfunded	status	is	
included	in	Note	6	to	the	accompanying	consolidated	financial	statements.	Of	the	$178	million	underfunded	status	at	the	end	of	2006,	$156	million	is	attributable	to	
various	nonqualified	defined	benefit	plans	which	have	no	plan	assets.	However,	we	have	established	certain	trusts	to	fund	the	benefit	obligations	of	such	nonqualified	
plans.	As	of	December	31,	2006,	these	trusts	had	investments	with	a	fair	value	of	$59	million.	The	value	of	these	trusts	is	included	in	noncurrent	other	assets	in	our	
accompanying	consolidated	balance	sheets.

As	compared	to	the	“accumulated	benefit	obligation,”	our	qualified	defined	benefit	plans	were	overfunded	by	$59	million	at	December	31,	2006.	The	accumulated	
benefit	obligation	differs	from	the	projected	benefit	obligation	in	that	the	former	includes	no	assumption	about	future	compensation	levels.	Our	current	intentions	are	to	
provide	sufficient	funding	in	future	years	to	ensure	the	accumulated	benefit	obligation	remains	fully	funded.	The	actual	amount	of	contributions	required	during	this	
period	will	depend	on	investment	returns	from	the	plan	assets.	Required	contributions	also	depend	upon	changes	in	actuarial	assumptions	made	during	the	same	
period,	particularly	the	discount	rate	used	to	calculate	the	present	value	of	the	accumulated	benefit	obligation.	For	2007,	we	anticipate	the	accumulated	benefit	
obligation	will	remain	fully	funded	without	contributing	to	our	defined	benefit	plans.	Therefore,	we	don’t	expect	to	contribute	to	the	plans	during	2007.

Pension Estimate Assumptions  Our	pension	expense	is	recognized	on	an	accrual	basis	over	employees’	approximate	service	periods	and	is	generally	calculated	
independent	of	funding	decisions	or	requirements.	We	recognized	expense	for	our	defined	benefit	pension	plans	of	$31	million,	$26	million	and	$26	million	in	2006,	2005	
and	2004,	respectively.	We	estimate	that	our	pension	expense	will	approximate	$43	million	in	2007.

The	calculation	of	pension	expense	and	pension	liability	requires	the	use	of	a	number	of	assumptions.	Changes	in	these	assumptions	can	result	in	different	expense	

and	liability	amounts,	and	future	actual	experience	can	differ	from	the	assumptions.	We	believe	that	the	two	most	critical	assumptions	affecting	pension	expense	and	
liabilities	are	the	expected	long-term	rate	of	return	on	plan	assets	and	the	assumed	discount	rate.

We	assumed	that	our	plan	assets	would	generate	a	long-term	weighted	average	rate	of	return	of	8.40%	at	both	December	31,	2006	and	2005.	We	developed	these	
expected	long-term	rate	of	return	assumptions	by	evaluating	input	from	external	consultants	and	economists	as	well	as	long-term	inflation	assumptions.	The	expected	
long-term	rate	of	return	on	plan	assets	is	based	on	a	target	allocation	of	investment	types	in	such	assets.	The	target	investment	allocation	for	our	plan	assets	is	50%	U.S.	
large	cap	equity	securities;	15%	U.S.	small	cap	equity	securities,	equally	allocated	between	growth	and	value;	15%	international	equity	securities,	equally	allocated	

47

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
md&a

between	growth	and	value;	and	20%	debt	securities.	We	expect	our	long-term	asset	allocation	on	average	to	approximate	the	targeted	allocation.	We	regularly	review	
our	actual	asset	allocation	and	periodically	rebalance	the	investments	to	the	targeted	allocation	when	considered	appropriate.

Pension	expense	increases	as	the	expected	rate	of	return	on	plan	assets	decreases.	A	decrease	in	our	long-term	rate	of	return	assumption	of	100	basis	points	(from	

8.40%	to	7.40%)	would	increase	the	expected	2007	pension	expense	by	$6	million.

We	discounted	our	future	pension	obligations	using	a	weighted	average	rate	of	5.72%	at	both	December	31,	2006	and	2005.	The	discount	rate	is	determined	at	the	
end	of	each	year	based	on	the	rate	at	which	obligations	could	be	effectively	settled.	This	rate	is	based	on	high-quality	bond	yields,	after	allowing	for	call	and	default	risk.	
We	consider	high	quality	corporate	bond	yield	indices,	such	as	Moody’s	Aa,	when	selecting	the	discount	rate.

The	pension	liability	and	future	pension	expense	both	increase	as	the	discount	rate	is	reduced.	Lowering	the	discount	rate	by	25	basis	points	(from	5.72%	to	5.47%)	

would	increase	our	pension	liability	at	December	31,	2006,	by	$25	million,	and	increase	estimated	2007	pension	expense	by	$3	million.

At	December	31,	2006,	we	had	actuarial	losses	of	$214	million	which	will	be	recognized	as	a	component	of	pension	expense	in	future	years.	These	losses	are	
primarily	due	to	reductions	in	the	discount	rate	since	2001	and	increases	in	participant	wages.	We	estimate	that	approximately	$15	million	and	$13	million	of	the	
unrecognized	actuarial	losses	will	be	included	in	pension	expense	in	2007	and	2008,	respectively.	The	$15	million	estimated	to	be	recognized	in	2007	is	a	component	of	
the	total	estimated	2007	pension	expense	of	$43	million	referred	to	earlier	in	this	section.

Future	changes	in	plan	asset	returns,	assumed	discount	rates	and	various	other	factors	related	to	the	participants	in	our	defined	benefit	pension	plans	will	impact	

future	pension	expense	and	liabilities.	We	cannot	predict	with	certainty	what	these	factors	will	be	in	the	future.

On	August	17,	2006,	the	Pension	Protection	Act	was	signed	into	law.	Beginning	in	2008,	this	act	will	cause	extensive	changes	in	the	determination	of	both	the	
minimum	required	contribution	and	the	maximum	tax	deductible	limit.	Because	the	new	required	contribution	will	approximate	our	current	policy	of	fully	funding	the	
accumulated	benefit	obligation,	the	changes	are	not	expected	to	have	a	significant	impact	on	future	cash	flows.

Beginning	with	our	December	31,	2006	balance	sheet,	Statement	of	Financial	Accounting	Standards	No.	158,	Employers’ Accounting for Defined Benefit Pension and 

Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)	requires	us	to	recognize	on	our	consolidated	balance	sheet	the	funded	status	of	
our	defined	benefit	plans.	The	funded	status	is		measured	as	the	difference	between	the	projected	benefit	obligation	and	the	fair	value	of	plan	assets.	As	a	result,	we	
recognized	as	liabilities	the	actuarial	losses	and	other	costs	that	were	previously	unrecognized	under	prior	accounting	rules,	and	the	net	effect	was	also	recorded	as	a	
reduction	to	stockholders’	equity	on	December	31,	2006.	This	reduction	was	$140	million,	or	less	than	1%	of	our	stockholders’	equity.

ContinGenCieS	and	leGal	matterS

For	a	detailed	discussion	of	contingencies	and	legal	matters,	see	Note	8	of	the	accompanying	consolidated	financial	statements.

CritiCal	aCCountinG	poliCieS	and	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	and	liabilities	and	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	financial	
statements,	and	the	reported	amounts	of	revenues	and	expenses	during	the	reporting	period.	Actual	amounts	could	differ	from	these	estimates,	and	changes	in	these	
estimates	are	recorded	when	known.

The	critical	accounting	policies	used	by	management	in	the	preparation	of	our	consolidated	financial	statements	are	those	that	are	important	both	to	the	

presentation	of	our	financial	condition	and	results	of	operations	and	require	significant	judgments	by	management	with	regard	to	estimates	used.	Our	critical	accounting	
policies	and	significant	judgments	and	estimates	related	to	those	policies	are	described	below.	We	have	reviewed	these	critical	accounting	policies	with	the	Audit	
Committee	of	the	Board	of	Directors.

full	Cost	Ceiling	Calculations

Policy Description  We	follow	the	full	cost	method	of	accounting	for	our	oil	and	gas	properties.	The	full	cost	method	subjects	companies	to	quarterly	calculations	
of	a	“ceiling,”	or	limitation	on	the	amount	of	properties	that	can	be	capitalized	on	the	balance	sheet.	The	ceiling	limitation	is	the	discounted	estimated	after-tax	future	
net	revenues	from	proved	oil	and	gas	properties,	excluding	future	cash	outflows	associated	with	settling	asset	retirement	obligations	included	in	the	net	book	value	of	
oil	and	gas	properties,	plus	the	cost	of	properties	not	subject	to	amortization.	If	our	net	book	value	of	oil	and	gas	properties,	less	related	deferred	income	taxes,	is	in	
excess	of	the	calculated	ceiling,	the	excess	must	be	written	off	as	an	expense,	except	as	discussed	in	the	following	paragraph.	The	ceiling	limitation	is	imposed	separately	
for	each	country	in	which	we	have	oil	and	gas	properties.

If,	subsequent	to	the	end	of	the	quarter	but	prior	to	the	applicable	financial	statements	being	published,	prices	increase	to	levels	such	that	the	ceiling	would	exceed	
the	costs	to	be	recovered,	a	writedown	otherwise	indicated	at	the	end	of	the	quarter	is	not	required	to	be	recorded.	A	writedown	indicated	at	the	end	of	a	quarter	is	also	
not	required	if	the	value	of	additional	reserves	proved	up	on	properties	after	the	end	of	the	quarter	but	prior	to	the	publishing	of	the	financial	statements	would	result	in	

48

md&a

the	ceiling	exceeding	the	costs	to	be	recovered,	as	long	as	the	properties	were	owned	at	the	end	of	the	quarter.	An	expense	recorded	in	one	period	may	not	be	reversed	in	
a	subsequent	period	even	though	higher	oil	and	gas	prices	may	have	increased	the	ceiling	applicable	to	the	subsequent	period.

Judgments and Assumptions  The	discounted	present	value	of	future	net	revenues	for	our	proved	oil,	natural	gas	and	NGL	reserves	is	a	major	component	of	the	

ceiling	calculation,	and	represents	the	component	that	requires	the	most	subjective	judgments.	Estimates	of	reserves	are	forecasts	based	on	engineering	data,	projected	
future	rates	of	production	and	the	timing	of	future	expenditures.	The	process	of	estimating	oil,	natural	gas	and	NGL	reserves	requires	substantial	judgment,	resulting	in	
imprecise	determinations,	particularly	for	new	discoveries.	Different	reserve	engineers	may	make	different	estimates	of	reserve	quantities	based	on	the	same	data.	
Certain	of	our	reserve	estimates	are	prepared	or	audited	by	outside	petroleum	consultants,	while	other	reserve	estimates	are	prepared	by	our	engineers.	See	Note	15	of	
the	accompanying	consolidated	financial	statements.

The	passage	of	time	provides	more	qualitative	information	regarding	estimates	of	reserves,	and	revisions	are	made	to	prior	estimates	to	reflect	updated	
information.	In	the	past	five	years,	annual	revisions	to	our	reserve	estimates,	which	have	been	both	increases	and	decreases	in	individual	years,	have	averaged	
approximately	1%	of	the	previous	year’s	estimate.	However,	there	can	be	no	assurance	that	more	significant	revisions	will	not	be	necessary	in	the	future.	If	future	
significant	revisions	are	necessary	that	reduce	previously	estimated	reserve	quantities,	it	could	result	in	a	full	cost	property	writedown.	In	addition	to	the	impact	of	the	
estimates	of	proved	reserves	on	the	calculation	of	the	ceiling,	estimates	of	proved	reserves	are	also	a	significant	component	of	the	calculation	of	DD&A.

While	the	quantities	of	proved	reserves	require	substantial	judgment,	the	associated	prices	of	oil,	natural	gas	and	NGL	reserves,	and	the	applicable	discount	rate,	
that	are	used	to	calculate	the	discounted	present	value	of	the	reserves	do	not	require	judgment.	The	ceiling	calculation	dictates	that	a	10%	discount	factor	be	used	and	
that	prices	and	costs	in	effect	as	of	the	last	day	of	the	period	are	held	constant	indefinitely.	Therefore,	the	future	net	revenues	associated	with	the	estimated	proved	
reserves	are	not	based	on	our	assessment	of	future	prices	or	costs.	Rather,	they	are	based	on	such	prices	and	costs	in	effect	as	of	the	end	of	each	quarter	when	the	ceiling	
calculation	is	performed.	In	calculating	the	ceiling,	we	adjust	the	end-of-period	price	by	the	effect	of	cash	flow	hedges	in	place.	This	adjustment	requires	little	judgment	
as	the	end-of-period	price	is	adjusted	using	the	contract	prices	for	our	cash	flow	hedges.	We	had	no	such	hedges	outstanding	at	December	31,	2006.

Because	the	ceiling	calculation	dictates	that	prices	in	effect	as	of	the	last	day	of	the	applicable	quarter	are	held	constant	indefinitely,	and	requires	a	10%	discount	
factor,	the	resulting	value	is	not	indicative	of	the	true	fair	value	of	the	reserves.	Oil	and	natural	gas	prices	have	historically	been	volatile.	On	any	particular	day	at	the	end	
of	a	quarter,	prices	can	be	either	substantially	higher	or	lower	than	our	long-term	price	forecast	that	is	a	barometer	for	true	fair	value.	Therefore,	oil	and	gas	property	
writedowns	that	result	from	applying	the	full	cost	ceiling	limitation,	and	that	are	caused	by	fluctuations	in	price	as	opposed	to	reductions	to	the	underlying	quantities	of	
reserves,	should	not	be	viewed	as	absolute	indicators	of	a	reduction	of	the	ultimate	value	of	the	related	reserves.

derivative	financial	instruments

Policy Description  The	majority	of	our	historical	derivative	instruments	have	consisted	of	commodity	financial	instruments	used	to	manage	our	cash	flow	
exposure	to	oil	and	gas	price	volatility.	We	have	also	entered	into	interest	rate	swaps	to	manage	our	exposure	to	interest	rate	volatility.	The	interest	rate	swaps	mitigate	
either	the	cash	flow	effects	of	interest	rate	fluctuations	on	interest	expense	for	variable-rate	debt	instruments,	or	the	fair	value	effects	of	interest	rate	fluctuations	on	
fixed-rate	debt.	We	also	have	an	embedded	option	derivative	related	to	the	fair	value	of	our	debentures	exchangeable	into	shares	of	Chevron	Corporation	common	stock.
All	derivatives	are	recognized	at	their	current	fair	value	on	our	balance	sheet.	Changes	in	the	fair	value	of	derivative	financial	instruments	are	recorded	in	the	

statement	of	operations	unless	specific	hedge	accounting	criteria	are	met.	If	such	criteria	are	met	for	cash	flow	hedges,	the	effective	portion	of	the	change	in	the	fair	
value	is	recorded	directly	to	accumulated	other	comprehensive	income,	a	component	of	stockholders’	equity,	until	the	hedged	transaction	occurs.	The	ineffective	portion	
of	the	change	in	fair	value	is	recorded	in	the	statement	of	operations.	If	hedge	accounting	criteria	are	met	for	fair	value	hedges,	the	change	in	the	fair	value	is	recorded	in	
the	statement	of	operations	with	an	offsetting	amount	recorded	for	the	change	in	fair	value	of	the	hedged	item.

A	derivative	instrument	qualifies	for	hedge	accounting	treatment	if	we	designate	the	instrument	as	such	on	the	date	the	derivative	contract	is	entered	into	or	the	
date	of	an	acquisition	or	business	combination	which	includes	derivative	contracts.	Additionally,	we	must	document	the	relationship	between	the	hedging	instrument	
and	hedged	item,	as	well	as	the	risk-management	objective	and	strategy	for	undertaking	the	instrument.	We	must	also	assess,	both	at	the	instrument’s	inception	and	on	
an	ongoing	basis,	whether	the	derivative	is	highly	effective	in	offsetting	the	change	in	cash	flow	of	the	hedged	item.

Judgments and Assumptions  The	estimates	of	the	fair	values	of	our	commodity	derivative	instruments	require	substantial	judgment.	For	these	instruments,	we	

obtain	forward	price	and	volatility	data	for	all	major	oil	and	gas	trading	points	in	North	America	from	independent	third	parties.	These	forward	prices	are	compared	to	
the	price	parameters	contained	in	the	hedge	agreements.	The	resulting	estimated	future	cash	inflows	or	outflows	over	the	lives	of	the	hedge	contracts	are	discounted	
using	LIBOR	and	money	market	futures	rates	for	the	first	year	and	money	market	futures	and	swap	rates	thereafter.	In	addition,	we	estimate	the	option	value	of	price	
floors	and	price	caps	using	an	option	pricing	model.	These	pricing	and	discounting	variables	are	sensitive	to	the	period	of	the	contract	and	market	volatility	as	well	as	
changes	in	forward	prices,	regional	price	differentials	and	interest	rates.	Fair	values	of	our	other	derivative	instruments	require	less	judgment	to	estimate	and	are	
primarily	based	on	quotes	from	independent	third	parties	such	as	counterparties	or	brokers.

Quarterly	changes	in	estimates	of	fair	value	have	only	a	minimal	impact	on	our	liquidity,	capital	resources	or	results	of	operations,	as	long	as	the	derivative	
instruments	qualify	for	hedge	accounting	treatment.	Changes	in	the	fair	values	of	derivatives	that	do	not	qualify	for	hedge	accounting	treatment	can	have	a	significant	
impact	on	our	results	of	operations,	but	generally	will	not	impact	our	liquidity	or	capital	resources.	Settlements	of	derivative	instruments,	regardless	of	whether	they	
qualify	for	hedge	accounting,	do	have	an	impact	on	our	liquidity	and	results	of	operations.	Generally,	if	actual	market	prices	are	higher	than	the	price	of	the	derivative	
instruments,	our	net	earnings	and	cash	flow	from	operations	will	be	lower	relative	to	the	results	that	would	have	occurred	absent	these	instruments.	The	opposite	is	also	

49

md&a

true.	Additional	information	regarding	the	effects	that	changes	in	market	prices	will	have	on	our	derivative	financial	instruments,	net	earnings	and	cash	flow	from	
operations	is	included	in	the	“Quantitative	and	Qualitative	Disclosures	about	Market	Risk”	section	of	this	report.

Business	Combinations

Policy Description  We	have	grown	substantially	during	recent	years	through	acquisitions	of	other	oil	and	natural	gas	companies.	Most	of	these	acquisitions	have	
been	accounted	for	using	the	purchase	method	of	accounting,	and	recent	accounting	pronouncements	require	that	all	future	acquisitions	will	be	accounted	for	using	the	
purchase	method.

Under	the	purchase	method,	the	acquiring	company	adds	to	its	balance	sheet	the	estimated	fair	values	of	the	acquired	company’s	assets	and	liabilities.	Any	excess	
of	the	purchase	price	over	the	fair	values	of	the	tangible	and	intangible	net	assets	acquired	is	recorded	as	goodwill.	Goodwill	is	assessed	for	impairment	at	least	annually.
Judgments and Assumptions  There	are	various	assumptions	we	make	in	determining	the	fair	values	of	an	acquired	company’s	assets	and	liabilities.	The	most	
significant	assumptions,	and	the	ones	requiring	the	most	judgment,	involve	the	estimated	fair	values	of	the	oil	and	gas	properties	acquired.	To	determine	the	fair	values	
of	these	properties,	we	prepare	estimates	of	oil,	natural	gas	and	NGL	reserves.	These	estimates	are	based	on	work	performed	by	our	engineers	and	that	of	outside	
consultants.	The	judgments	associated	with	these	estimated	reserves	are	described	earlier	in	this	section	in	connection	with	the	full	cost	ceiling	calculation.

However,	there	are	factors	involved	in	estimating	the	fair	values	of	acquired	oil,	natural	gas	and	NGL	properties	that	require	more	judgment	than	that	involved	in	
the	full	cost	ceiling	calculation.	As	stated	above,	the	full	cost	ceiling	calculation	applies	end-of-period	price	and	cost	information	to	the	reserves	to	arrive	at	the	ceiling	
amount.	By	contrast,	the	fair	value	of	reserves	acquired	in	a	business	combination	must	be	based	on	our	estimates	of	future	oil,	natural	gas	and	NGL	prices.	Our	estimates	
of	future	prices	are	based	on	our	own	analysis	of	pricing	trends.	These	estimates	are	based	on	current	data	obtained	with	regard	to	regional	and	worldwide	supply	and	
demand	dynamics	such	as	economic	growth	forecasts.	They	are	also	based	on	industry	data	regarding	natural	gas	storage	availability,	drilling	rig	activity,	changes	in	
delivery	capacity,	trends	in	regional	pricing	differentials	and	other	fundamental	analysis.	Forecasts	of	future	prices	from	independent	third	parties	are	noted	when	we	
make	our	pricing	estimates.

We	estimate	future	prices	to	apply	to	the	estimated	reserve	quantities	acquired,	and	estimate	future	operating	and	development	costs,	to	arrive	at	estimates	of	

future	net	revenues.	For	estimated	proved	reserves,	the	future	net	revenues	are	then	discounted	using	a	rate	determined	appropriate	at	the	time	of	the	business	
combination	based	upon	our	cost	of	capital.

We	also	apply	these	same	general	principles	to	estimate	the	fair	value	of	unproved	properties	acquired	in	a	business	combination.	These	unproved	properties	
generally	represent	the	value	of	probable	and	possible	reserves.	Because	of	their	very	nature,	probable	and	possible	reserve	estimates	are	more	imprecise	than	those	of	
proved	reserves.	To	compensate	for	the	inherent	risk	of	estimating	and	valuing	unproved	reserves,	the	discounted	future	net	revenues	of	probable	and	possible	reserves	
are	reduced	by	what	we	consider	to	be	an	appropriate	risk-weighting	factor	in	each	particular	instance.	It	is	common	for	the	discounted	future	net	revenues	of	probable	
and	possible	reserves	to	be	reduced	by	factors	ranging	from	30%	to	80%	to	arrive	at	what	we	consider	to	be	the	appropriate	fair	values.

Generally,	in	our	business	combinations,	the	determination	of	the	fair	values	of	oil	and	gas	properties	requires	much	more	judgment	than	the	fair	values	of	other	
assets	and	liabilities.	The	acquired	companies	commonly	have	long-term	debt	that	we	assume	in	the	acquisition,	and	this	debt	must	be	recorded	at	the	estimated	fair	
value	as	if	we	had	issued	such	debt.	However,	significant	judgment	on	our	behalf	is	usually	not	required	in	these	situations	due	to	the	existence	of	comparable	market	
values	of	debt	issued	by	peer	companies.

Except	for	the	2002	Mitchell	merger,	our	mergers	and	acquisitions	have	involved	other	entities	whose	operations	were	predominantly	in	the	area	of	exploration,	

development	and	production	activities	related	to	oil	and	gas	properties.	However,	in	addition	to	exploration,	development	and	production	activities,	Mitchell’s	business	
also	included	substantial	marketing	and	midstream	activities.	Therefore,	a	portion	of	the	Mitchell	purchase	price	was	allocated	to	the	fair	value	of	Mitchell’s	marketing	
and	midstream	facilities	and	equipment.	This	consisted	primarily	of	natural	gas	processing	plants	and	natural	gas	pipeline	systems.

The	Mitchell	midstream	assets	primarily	served	gas	producing	properties	that	we	also	acquired	from	Mitchell.	Therefore,	certain	of	the	assumptions	regarding	
future	operations	of	the	gas	producing	properties	were	also	integral	to	the	value	of	the	midstream	assets.	For	example,	future	quantities	of	natural	gas	estimated	to	be	
processed	by	natural	gas	processing	plants	were	based	on	the	same	estimates	used	to	value	the	proved	and	unproved	gas	producing	properties.	Future	expected	prices	
for	marketing	and	midstream	product	sales	were	also	based	on	price	cases	consistent	with	those	used	to	value	the	oil	and	gas	producing	assets	acquired	from	Mitchell.	
Based	on	historical	costs	and	known	trends	and	commitments,	we	also	estimated	future	operating	and	capital	costs	of	the	marketing	and	midstream	assets	to	arrive	at	
estimated	future	cash	flows.	These	cash	flows	were	discounted	at	rates	consistent	with	those	used	to	discount	future	net	cash	flows	from	oil	and	gas	producing	assets	to	
arrive	at	our	estimated	fair	value	of	the	marketing	and	midstream	facilities	and	equipment.

In	addition	to	the	valuation	methods	described	above,	we	perform	other	quantitative	analyses	to	support	the	indicated	value	in	any	business	combination.	These	

analyses	include	information	related	to	comparable	companies,	comparable	transactions	and	premiums	paid.

In	a	comparable	companies	analysis,	we	review	the	public	stock	market	trading	multiples	for	selected	publicly	traded	independent	exploration	and	production	
companies	with	comparable	financial	and	operating	characteristics.	Such	characteristics	are	market	capitalization,	location	of	proved	reserves	and	the	characterization	of	
those	reserves	that	we	deem	to	be	similar	to	those	of	the	party	to	the	proposed	business	combination.	We	compare	these	comparable	company	multiples	to	the	
proposed	business	combination	company	multiples	for	reasonableness.

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In	a	comparable	transactions	analysis,	we	review	certain	acquisition	multiples	for	selected	independent	exploration	and	production	company	transactions	and	oil	

and	gas	asset	packages	announced	recently.	We	compare	these	comparable	transaction	multiples	to	the	proposed	business	combination	transaction	multiples	for	
reasonableness.

In	a	premiums	paid	analysis,	we	use	a	sample	of	selected	independent	exploration	and	production	company	transactions	in	addition	to	selected	transactions	of	all	
publicly	traded	companies	announced	recently,	to	review	the	premiums	paid	to	the	price	of	the	target	one	day,	one	week	and	one	month	prior	to	the	announcement	of	
the	transaction.	We	use	this	information	to	determine	the	mean	and	median	premiums	paid	and	compare	them	to	the	proposed	business	combination	premium	for	
reasonableness.

While	these	estimates	of	fair	value	for	the	various	assets	acquired	and	liabilities	assumed	have	no	effect	on	our	liquidity	or	capital	resources,	they	can	have	an	effect	

on	the	future	results	of	operations.	Generally,	the	higher	the	fair	value	assigned	to	both	the	oil	and	gas	properties	and	non-oil	and	gas	properties,	the	lower	future	net	
earnings	will	be	as	a	result	of	higher	future	depreciation,	depletion	and	amortization	expense.	Also,	a	higher	fair	value	assigned	to	the	oil	and	gas	properties,	based	on	
higher	future	estimates	of	oil	and	gas	prices,	will	increase	the	likelihood	of	a	full	cost	ceiling	writedown	in	the	event	that	subsequent	oil	and	gas	prices	drop	below	our	
price	forecast	that	was	used	to	originally	determine	fair	value.	A	full	cost	ceiling	writedown	would	have	no	effect	on	our	liquidity	or	capital	resources	in	that	period	
because	it	is	a	noncash	charge,	but	it	would	adversely	affect	results	of	operations.	As	discussed	in	“Management’s	Discussion	and	Analysis	of	Financial	Condition	and	
Results	of	Operations—Capital	Resources,	Uses	and	Liquidity,”	in	calculating	our	debt-to-capitalization	ratio	under	our	credit	agreement,	total	capitalization	is	adjusted	
to	add	back	noncash	financial	writedowns	such	as	full	cost	ceiling	property	impairments	or	goodwill	impairments.

Our	estimates	of	reserve	quantities	are	one	of	the	many	estimates	that	are	involved	in	determining	the	appropriate	fair	value	of	the	oil	and	gas	properties	acquired	

in	a	business	combination.	As	previously	disclosed	in	our	discussion	of	the	full	cost	ceiling	calculations,	during	the	past	five	years,	our	annual	revisions	to	our	reserve	
estimates	have	averaged	approximately	1%.	As	discussed	in	the	preceding	paragraphs,	there	are	numerous	estimates	in	addition	to	reserve	quantity	estimates	that	are	
involved	in	determining	the	fair	value	of	oil	and	gas	properties	acquired	in	a	business	combination.	The	inter-relationship	of	these	estimates	makes	it	impractical	to	
provide	additional	quantitative	analyses	of	the	effects	of	changes	in	these	estimates.

valuation	of	Goodwill

Policy Description  Goodwill	is	tested	for	impairment	at	least	annually.	This	requires	us	to	estimate	the	fair	values	of	our	own	assets	and	liabilities	in	a	manner	

similar	to	the	process	described	above	for	a	business	combination.	Therefore,	considerable	judgment	similar	to	that	described	above	in	connection	with	estimating	the	
fair	value	of	an	acquired	company	in	a	business	combination	is	also	required	to	assess	goodwill	for	impairment.

Judgments and Assumptions  Generally,	the	higher	the	fair	value	assigned	to	both	the	oil	and	gas	properties	and	non-oil	and	gas	properties,	the	lower	goodwill	
would	be.	A	lower	goodwill	value	decreases	the	likelihood	of	an	impairment	charge.	However,	unfavorable	changes	in	reserves	or	in	our	price	forecast	would	increase	the	
likelihood	of	a	goodwill	impairment	charge.	A	goodwill	impairment	charge	would	have	no	effect	on	liquidity	or	capital	resources.	However,	it	would	adversely	affect	our	
results	of	operations	in	that	period.

Due	to	the	inter-relationship	of	the	various	estimates	involved	in	assessing	goodwill	for	impairment,	it	is	impractical	to	provide	quantitative	analyses	of	the	effects	

of	potential	changes	in	these	estimates,	other	than	to	note	the	historical	average	changes	in	our	reserve	estimates	previously	set	forth.

reCentlY	iSSued	aCCountinG	StandardS	not	Yet	adopted

In	June	2006,	the	Financial	Accounting	Standards	Board	(“FASB”)	issued	FASB	Interpretation	No.	48,	Accounting for Uncertainty in Income Taxes—an interpretation of 

FASB Statement No. 109.	Interpretation	No.	48	clarifies	the	accounting	for	uncertainty	in	income	taxes	recognized	in	an	enterprise’s	financial	statements	in	accordance	
with	FASB	Statement	No.	109,	Accounting for Income Taxes.	This	Interpretation	is	effective	for	fiscal	years	beginning	after	December	15,	2006,	and	we	will	adopt	it	in	the	
first	quarter	of	2007.	We	do	not	expect	the	adoption	of	Interpretation	No.	48	to	have	a	material	impact	on	our	financial	statements	and	related	disclosures.

In	September	2006,	the	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	157,	Fair Value Measurements.		Statement	No.	157	provides	a	common	
definition	of	fair	value,	establishes	a	framework	for	measuring	fair	value	and	expands	disclosures	about	fair	value	measurements.	However,	this	Statement	does	not	
require	any	new	fair	value	measurements.	Statement	No.	157	is	effective	for	fiscal	years	beginning	after	November	15,	2007.	We	are	currently	assessing	the	effect,	if	any,	
the	adoption	of	Statement	No.	157	will	have	on	our	financial	statements	and	related	disclosures.

In	September	2006,	the	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	158,	Employers’ Accounting for Defined Benefit Pension and Other 
Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).		Statement	No.	158	requires	the	recognition	of	the	overfunded	or	underfunded	
status	of	a	defined	benefit	postretirement	plan	in	the	balance	sheet.	We	adopted	this	recognition	requirement	as	of	December	31,	2006.	The	effects	of	this	adoption	are	
summarized	in	Note	6	of	the	accompanying	consolidated	financial	statements.	Statement	No.	158	also	requires	the	measurement	of	plan	assets	and	benefit	obligations	
as	of	the	date	of	the	employer’s	fiscal	year-end.	The	Statement	provides	two	alternatives	to	transition	to	a	fiscal	year-end	measurement	date.	This	measurement	
requirement	is	effective	for	fiscal	years	ending	after	December	15,	2008.	We	have	not	yet	adopted	this	measurement	requirement,	but	we	do	not	expect	such	adoption	to	
have	a	material	effect	on	our	results	of	operations,	financial	condition,	liquidity	or	compliance	with	debt	covenants.

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In	February	2007,	the	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	159,	The Fair Value Option for Financial Assets and Financial Liabilities – Including 

an Amendment of FASB Statement No. 115.	Statement	No.	159	permits	entities	to	choose	to	measure	certain	financial	instruments	and	other	items	at	fair	value.	The	
objective	is	to	improve	financial	reporting	by	providing	entities	with	the	opportunity	to	mitigate	volatility	in	reported	earnings	caused	by	measuring	related	assets	and	
liabilities	differently	without	having	to	apply	complex	hedge	accounting	provisions.	Unrealized	gains	and	losses	on	any	items	for	which	we	elect	the	fair	value	
measurement	option	would	be	reported	in	earnings.	Statement	No.	159	is	effective	for	fiscal	years	beginning	after	November	15,	2007.	However,	early	adoption	is	
permitted	for	fiscal	years	beginning	on	or	before	November	15,	2007,	provided	we	also	elect	to	apply	the	provisions	of	Statement	No.	157,	Fair Value Measurements,	at	the	
same	time.	We	are	currently	assessing	the	effect,	if	any,	the	adoption	of	Statement	No.	159	will	have	on	our	financial	statements	and	related	disclosures.

2007	eStimateS		

The	forward-looking	statements	provided	in	this	discussion	are	based	on	our	examination	of	historical	operating	trends,	the	information	which	was	used	to	
prepare	the	December	31,	2006	reserve	reports	and	other	data	in	our	possession	or	available	from	third	parties.	These	forward-looking	statements	were	prepared	
assuming	demand,	curtailment,	producibility	and	general	market	conditions	for	our	oil,	natural	gas	and	NGLs	during	2007	will	be	substantially	similar	to	those	of	2006,	
unless	otherwise	noted.	Please	refer	to	“Risk	Factors	to	Forward-Looking	Estimates”	on	page	101	for	a	discussion	of	relevant	risk	factors.	Amounts	related	to	Canadian	
operations	have	been	converted	to	U.S.	dollars	using	a	projected	average	2007	exchange	rate	of	$0.89	U.S.	dollar	to	$1.00	Canadian	dollar.

On	November	14,	2006,	we	announced	our	intent	to	divest	our	Egyptian	oil	and	gas	assets	and	terminate	our	operations	in	Egypt.	We	expect	to	complete	this	asset	
sale	during	the	first	half	of	2007.	Subsequently	on	January	23,	2007,	we	announced	our	intent	to	divest	our	West	African	oil	and	gas	assets	and	terminate	our	operations	
in	West	Africa.	We	expect	to	complete	this	asset	sale	by	the	end	of	the	third	quarter	in	2007.	All	Egyptian	and	West	African	related	revenues,	expenses	and	capital	will	be	
reported	as	discontinued	operations	in	our	2007	financial	statements.	Accordingly,	all	forward-looking	estimates	in	the	following	discussion	exclude	amounts	related	to	
our	operations	in	Egypt	and	West	Africa,	unless	otherwise	noted.	The	assets	held	for	sale	represented	less	than	five	percent	of	our	2006	production	and	December	31,	
2006	proved	reserves.

oil,	Gas	and	nGl	production

Set	forth	in	the	following	paragraphs	are	individual	estimates	of	oil,	gas	and	NGL	production	for	2007.	We	estimate,	on	a	combined	basis,	that	our	2007	oil,	gas,	and	

NGL	production	will	total	approximately	219	to	221	MMBoe.	Of	this	total,	approximately	92%	is	estimated	to	be	produced	from	reserves	classified	as	“proved”	at	
December	31,	2006.	The	following	estimates	for	oil,	gas	and	NGL	production	are	calculated	at	the	midpoint	of	the	estimated	range	for	total	production.

Oil Production  Oil	production	in	2007	is	expected	to	total	approximately	55	MMBbls.	Of	this	total,	approximately	99%	is	estimated	to	be	produced	from	reserves	

classified	as	“proved”	at	December	31,	2006.	The	expected	production	by	area	is	as	follows:

U.S. Onshore 
U.S. Offshore 
Canada 
International 

				mmBBlS

10
9
15
21

Oil Prices  We	have	not	fixed	the	price	we	will	receive	on	any	of	our	2007	oil	production.	Our	2007	average	prices	for	each	of	our	areas	are	expected	to	differ	from	
the	NYMEX	price	as	set	forth	in	the	following	table.	The	NYMEX	price	is	the	monthly	average	of	settled	prices	on	each	trading	day	for	benchmark	West	Texas	Intermediate	
crude	oil	delivered	at	Cushing,	Oklahoma.

U.S. Onshore 
U.S. Offshore 
Canada 
International 

expeCted	ranGe	of	oil	priCeS
aS	a	%	of	nYmex	priCe

86%  to  96%
90%   to  100%
60%  to   70%
83%   to   93%

Gas Production  Gas	production	in	2007	is	expected	to	total	approximately	841	Bcf.	Of	this	total,	approximately	88%	is	estimated	to	be	produced	from	reserves	

classified	as	“proved”	at	December	31,	2006.	The	expected	production	by	area	is	as	follows:

U.S. Onshore 
U.S. Offshore 
Canada 
International 

			BCf

557
75
207
2

52

		
	
 
 
 
 
 
 
 
 
		
		
	
 
 
 
 
 
 
 
 
	
	
 
 
 
 
 
 
 
 
md&a

Gas Prices  Our	2007	average	prices	for	each	of	our	areas	are	expected	to	differ	from	the	NYMEX	price	as	set	forth	in	the	following	table.	The	NYMEX	price	is	

determined	to	be	the	first-of-month	South	Louisiana	Henry	Hub	price	index	as	published	monthly	in Inside FERC.

Based	on	contracts	currently	in	place,	we	will	have	approximately	116	MMcf	per	day	of	gas	production	in	2007	that	is	subject	to	either	fixed-price	contracts,	swaps,	
floors	or	collars.	These	amounts	represent	approximately	5%	of	our	estimated	gas	production	for	2007.	Therefore,	these	various	pricing	arrangements	are	not	expected	to	
have	a	material	impact	on	the	ranges	of	estimated	gas	price	realizations	set	forth	in	the	following	table.

U.S. Onshore 
U.S. Offshore 
Canada 
International 

expeCted	ranGe	of	GaS	priCeS
aS	a	%	of	nYmex	priCe

80%   to   90%
96%   to  106%
80%   to   90%
100%   to   110%

NGL Production  We	expect	our	2007	production	of	NGLs	to	total	approximately	25	MMBbls.	Of	this	total,	approximately	95%	is	estimated	to	be	produced	from	

reserves	classified	as	“proved”	at	December	31,	2006.		The	expected	production	by	area	is	as	follows:

U.S. Onshore 
U.S. Offshore 
Canada 

				mmBBlS

20
1
4

marketing	and	midstream	revenues	and	expenses

Marketing	and	midstream	revenues	and	expenses	are	derived	primarily	from	our	natural	gas	processing	plants	and	natural	gas	transport	pipelines.	These	revenues	

and	expenses	vary	in	response	to	several	factors.	The	factors	include,	but	are	not	limited	to,	changes	in	production	from	wells	connected	to	the	pipelines	and	related	
processing	plants,	changes	in	the	absolute	and	relative	prices	of	natural	gas	and	NGLs,	provisions	of	the	contract	agreements	and	the	amount	of	repair	and	workover	
activity	required	to	maintain	anticipated	processing	levels.

These	factors,	coupled	with	uncertainty	of	future	natural	gas	and	NGL	prices,	increase	the	uncertainty	inherent	in	estimating	future	marketing	and	midstream	
revenues	and	expenses.	Given	these	uncertainties,	we	estimate	that	marketing	and	midstream	revenues	will	be	between	$1.70	billion	and	$2.10	billion,	and	marketing	
and	midstream	expenses	will	be	between	$1.31	billion	and	$1.67	billion.	

production	and	operating	expenses	

Our	production	and	operating	expenses	include	lease	operating	expenses,	transportation	costs	and	production	taxes.	These	expenses	vary	in	response	to	several	

factors.	Among	the	most	significant	of	these	factors	are	additions	to	or	deletions	from	the	property	base,	changes	in	the	general	price	level	of	services	and	materials	that	
are	used	in	the	operation	of	the	properties,	the	amount	of	repair	and	workover	activity	required	and	changes	in	production	tax	rates.	Oil,	natural	gas	and	NGL	prices	also	
have	an	effect	on	lease	operating	expenses	and	impact	the	economic	feasibility	of	planned	workover	projects.	Given	these	uncertainties,	we	estimate	that	2007	lease	
operating	expenses	(including	transportation	costs)	will	be	between	$1.70	billion	and	$1.77	billion.	Additionally,	we	estimate	our	production	taxes	for	2007	to	be	
between	3.6%	and	4.1%	of	consolidated	oil,	natural	gas	and	NGL	revenues.

depreciation,	depletion	and	amortization	(“dd&a”)

The	2007	oil	and	gas	property	DD&A	rate	will	depend	on	various	factors.	Most	notable	among	such	factors	are	the	amount	of	proved	reserves	that	will	be	added	

from	drilling	or	acquisition	efforts	in	2007	compared	to	the	costs	incurred	for	such	efforts,	and	the	revisions	to	our	year-end	2006	reserve	estimates	that,	based	on	prior	
experience,	are	likely	to	be	made	during	2007.

Given	these	uncertainties,	we	expect	our	oil	and	gas	property	related	DD&A	rate	will	be	between	$11.00	per	Boe	and	$11.50	per	Boe.	Based	on	these	DD&A	rates	

and	the	production	estimates	set	forth	earlier,	oil	and	gas	property	related	DD&A	expense	for	2007	is	expected	to	be	between	$2.42	billion	and	$2.53	billion.

Additionally,	we	expect	our	depreciation	and	amortization	expense	related	to	non-oil	and	gas	property	fixed	assets	to	total	between	$210	million	and	$220	million.				

accretion	of	asset	retirement	obligation		

Accretion	of	asset	retirement	obligation	in	2007	is	expected	to	be	between	$45	million	and	$55	million.

53

	
	
	
	
 
 
 
 
 
 
 
 
		
	
 
 
 
 
 
 
	
md&a

General	and	administrative	expenses	(“G&a”)

Our	G&A	includes	employee	compensation	and	benefits	costs	and	the	costs	of	many	different	goods	and	services	used	in	support	of	our	business.	G&A	varies	with	
the	level	of	our	operating	activities	and	the	related	staffing	and	professional	services	requirements.	In	addition,	employee	compensation	and	benefits	costs	vary	due	to	
various	market	factors	that	affect	the	level	and	type	of	compensation	and	benefits	offered	to	employees.	Also,	goods	and	services	are	subject	to	general	price	level	
increases	or	decreases.	Therefore,	significant	variances	in	any	of	these	factors	from	current	expectations	could	cause	actual	G&A	to	vary	materially	from	the	estimate.			

Given	these	limitations,	G&A	in	2007	is	expected	to	be	between	$460	million	and	$480	million.	This	estimate	includes	approximately	$60	million	of	noncash,	share-

based	compensation,	net	of	related	capitalization	in	accordance	with	the	full	cost	method	of	accounting	for	oil	and	gas	properties.

reduction	of	Carrying	value	of	oil	and	Gas	properties		

We	follow	the	full	cost	method	of	accounting	for	our	oil	and	gas	properties	described	in	“Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Results	
of	Operations—Critical	Accounting	Policies	and	Estimates.”	Reductions	to	the	carrying	value	of	our	oil	and	gas	properties	are	largely	dependent	on	the	success	of	drilling	
results	and	oil	and	natural	gas	prices	at	the	end	of	our	quarterly	reporting	periods.	Due	to	the	uncertain	nature	of	future	drilling	efforts	and	oil	and	natural	gas	prices,	we	
are	not	able	to	predict	whether	we	will	incur	such	reductions	in	2007.

interest	expense	

Future	interest	rates	and	debt	outstanding	have	a	significant	effect	on	our	interest	expense.	We	can	only	marginally	influence	the	prices	we	will	receive	in	2007	
from	sales	of	oil,	natural	gas	and	NGLs	and	the	resulting	cash	flow.	These	factors	increase	the	margin	of	error	inherent	in	estimating	future	outstanding	debt	balances	
and	related	interest	expense.	Other	factors	which	affect	outstanding	debt	balances	and	related	interest	expense,	such	as	the	amount	and	timing	of	capital	expenditures	
and	proceeds	from	the	sale	of	our	assets	in	Egypt	and	West	Africa,	are	generally	within	our	control.

Based	on	the	information	related	to	interest	expense	set	forth	below,	we	expect	our	2007	interest	expense	to	be	between	$400	million	and	$410	million.	This	
estimate	assumes	no	material	changes	in	prevailing	interest	rates.	This	estimate	also	assumes	no	material	changes	in	our	expected	level	of	indebtedness,	except	for	an	
assumption	that	our	commercial	paper	will	be	repaid	at	the	end	of	the	second	quarter	of	2007.	

The	interest	expense	in	2007	related	to	our	fixed-rate	debt,	including	net	accretion	of	related	discounts,	will	be	approximately	$410	million.	This	fixed-rate	debt	

removes	the	uncertainty	of	future	interest	rates	from	some,	but	not	all,	of	our	long-term	debt.

Our	floating	rate	debt	is	comprised	of	variable-rate	commercial	paper	and	one	debt	instrument	which	has	been	converted	to	floating	rate	debt	through	the	use	of	

an	interest	rate	swap.	Our	floating	rate	debt	is	summarized	in	the	following	table:

																	deBt	inStrument		

Commercial paper 
4.375% senior notes due in Oct. 2007 

notional
amount	

(IN	MILLIoNs)

$  1,808  (1) 
$ 

400  

floatinG	rate	

Various (2)
LIBOR plus 40 basis points

(1)  Represents outstanding balance as of December 31, 2006.
(2)  The interest rate is based on a standard index such as the Federal Funds Rate, LIBOR, or the money market rate as found on the commercial paper market. As of December 31, 2006, the average rate on the 
outstanding balance was 5.37%.

Based	on	estimates	of	future	LIBOR	rates	as	of	December	31,	2006,	interest	expense	on	floating	rate	debt,	including	net	amortization	of	premiums,	is	expected	to	

total	between	$80	million	and	$90	million	in	2007.	

Our	interest	expense	totals	include	payments	of	facility	and	agency	fees,	amortization	of	debt	issuance	costs	and	other	miscellaneous	items	not	related	to	the	debt	

balances	outstanding.	We	expect	between	$5	million	and	$15	million	of	such	items	to	be	included	in	our	2007	interest	expense.	Also,	we	expect	to	capitalize	between	
$95	million	and	$105	million	of	interest	during	2007.	

effects	of	Changes	in	foreign	Currency	rates	

Foreign	currency	gains	or	losses	are	not	expected	to	be	material	in	2007.

other	income	

We	estimate	that	our	other	income	in	2007	will	be	between	$65	million	and	$85	million.
Historically,	we	maintained	a	comprehensive	insurance	program	that	included	coverage	for	physical	damage	to	our	offshore	facilities	caused	by	hurricanes.	Our	

historical	insurance	program	also	included	substantial	business	interruption	coverage	which	we	are	utilizing	to	recover	costs	associated	with	the	suspended	production	
related	to	hurricanes	that	struck	the	Gulf	of	Mexico	in	the	third	quarter	of	2005.	

Based	on	current	estimates	of	physical	damage	and	the	anticipated	length	of	time	we	will	have	production	suspended,	we	expect	our	policy	recoveries	will	exceed	

repair	costs	and	deductible	amounts.	This	expectation	is	based	upon	several	variables,	including	the	$467	million	received	in	the	third	quarter	of	2006	as	a	full	

54

	
	
	
	
	
	
md&a

settlement	of	the	amount	due	from	our	primary	insurers.	As	of	December	31,	2006,	$154	million	of	these	proceeds	had	been	utilized	as	reimbursement	of	past	repair	
costs	and	deductible	amounts.	The	remaining	proceeds	of	$313	million	will	be	utilized	as	reimbursement	of	our	anticipated	future	repair	costs.	We	have	not	yet	received	
any	settlements	related	to	claims	filed	with	our	secondary	insurers.	

Should	our	total	policy	recoveries,	including	the	partial	settlements	already	received	from	our	primary	insurers,	exceed	all	repair	costs	and	deductible	amounts,	

such	excess	will	be	recognized	as	other	income	in	the	statement	of	operations	in	the	period	in	which	such	determination	can	be	made.	Based	on	the	most	recent	
estimates	of	our	costs	for	repairs,	we	believe	that	some	amount	will	ultimately	be	recorded	as	other	income.	However,	the	timing	and	amount	that	would	be	recorded	as	
other	income	are	uncertain.	Therefore,	the	2007	estimate	for	other	income	above	does	not	include	any	amount	related	to	hurricane	proceeds.

income	taxes	

Our	financial	income	tax	rate	in	2007	will	vary	materially	depending	on	the	actual	amount	of	financial	pre-tax	earnings.	The	tax	rate	for	2007	will	be	significantly	

affected	by	the	proportional	share	of	consolidated	pre-tax	earnings	generated	by	U.S.,	Canadian	and	International	operations	due	to	the	different	tax	rates	of	each	
country.	There	are	certain	tax	deductions	and	credits	that	will	have	a	fixed	impact	on	2007	income	tax	expense	regardless	of	the	level	of	pre-tax	earnings	that	are	
produced.

Given	the	uncertainty	of	pre-tax	earnings,	we	expect	that	our	consolidated	financial	income	tax	rate	in	2007	will	be	between	20%	and	40%.	The	current	income	tax	

rate	is	expected	to	be	between	15%	and	25%.	The	deferred	income	tax	rate	is	expected	to	be	between	5%	and	15%.	Significant	changes	in	estimated	capital	
expenditures,	production	levels	of	oil,	natural	gas	and	NGLs,	the	prices	of	such	products,	marketing	and	midstream	revenues,	or	any	of	the	various	expense	items	could	
materially	alter	the	effect	of	the	aforementioned	tax	deductions	and	credits	on	2007	financial	income	tax	rates.

discontinued	operations

As	previously	discussed,	we	intend	to	divest	our	Egyptian	and	West	African	operations	in	2007.	We	expect	to	complete	the	sale	of	Egypt	during	the	first	half	of	2007	

and	the	sale	of	West	Africa	during	the	third	quarter	of	2007.	The	following	table	shows	the	estimates	for	2007	oil,	gas	and	NGL	production	as	well	as	the	anticipated	
production	and	operating	expenses	associated	with	these	discontinued	operations	for	2007.	These	estimates	assume	the	sales	of	Egypt	and	West	Africa	will	occur	at	the	
end	of	the	second	quarter	of	2007.	Pursuant	to	accounting	rules	for	discontinued	operations,	the	Egyptian	assets	will	not	be	subject	to	DD&A	during	2007	and	the	West	
African	assets	will	only	be	subject	to	DD&A	for	the	first	month	of	2007.

Oil production (MMBbls) 
Gas production (Bcf) 
Total production (MMBoe) 

Production and operating expenses (In millions) 
Capital expenditures (In millions) 

Year	2007	potential	Capital	resources,	uses	and	liquidity

eGYpt	

	 weSt	afriCa	

1 
— 
1 

11 
17 

$ 
$ 

5
3
6

$ 
$ 

34
120

Capital Expenditures  Though	we	have	completed	several	major	property	acquisitions	in	recent	years,	these	transactions	are	opportunity	driven.	Thus,	we	do	not	

“budget,”	nor	can	we	reasonably	predict,	the	timing	or	size	of	such	possible	acquisitions.

Our	capital	expenditures	budget	is	based	on	an	expected	range	of	future	oil,	natural	gas	and	NGL	prices	as	well	as	the	expected	costs	of	the	capital	additions.	
Should	actual	prices	received	differ	materially	from	our	price	expectations	for	our	future	production,	some	projects	may	be	accelerated	or	deferred	and,	consequently,	
may	increase	or	decrease	total	2007	capital	expenditures.	In	addition,	if	the	actual	material	or	labor	costs	of	the	budgeted	items	vary	significantly	from	the	anticipated	
amounts,	actual	capital	expenditures	could	vary	materially	from	our	estimates.

Given	the	limitations	discussed	above,	the	following	table	shows	expected	drilling,	development	and	facilities	expenditures	by	geographic	area.	Production	capital	
related	to	proved	reserves	relates	to	reserves	classified	as	proved	as	of	year-end	2006.	Other	production	capital	includes	drilling	that	does	not	offset	currently	productive	
units	and	for	which	there	is	not	a	certainty	of	continued	production	from	a	known	productive	formation.	Exploration	capital	includes	exploratory	drilling	to	find	and	
produce	oil	or	gas	in	previously	untested	fault	blocks	or	new	reservoirs.

u.S.	
onShore	

u.S.
offShore	

Canada	

(IN	MILLIoNs)

international	

total

Production capital related to proved reserves 
Other production capital 
Exploration capital 
  Total 

$  1,170- $ 1,270 
$ 1,250- $ 1,340 
$  350- $  380 
$ 2,770- $ 2,990 

$  80- $  90 
$ 220- $ 230 
$ 290- $ 310 
$ 590- $ 630 

$  410- $  450 
$  590- $  640 
$  160- $  170 
$  1,160- $ 1,260 

$ 260- $ 280 
$  15- $  20 
$  75- $  85 
$ 350- $ 385 

$  1,920- $ 2,090
$ 2,075- $ 2,230
$  875- $  945
$ 4,870- $ 5,265

55

	
	
	
	
                       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
md&a

In	addition	to	the	above	expenditures	for	drilling,	development	and	facilities,	we	expect	to	spend	between	$330	million	to	$370	million	on	our	marketing	and	
midstream	assets,	which	include	our	oil	pipelines,	gas	processing	plants,	CO2	removal	facilities	and	gas	transport	pipelines.	We	also	expect	to	capitalize	between	$245	
million	and	$255	million	of	G&A	expenses	in	accordance	with	the	full	cost	method	of	accounting	and	to	capitalize	between	$95	million	and	$105	million	of	interest.	We	
also	expect	to	pay	between	$40	million	and	$50	million	for	plugging	and	abandonment	charges,	and	to	spend	between	$135	million	and	$145	million	for	other	non-oil	
and	gas	property	fixed	assets.

Other Cash Uses  Our	management	expects	the	policy	of	paying	a	quarterly	common	stock	dividend	to	continue.	With	the	current	$0.14	per	share	quarterly	
dividend	rate	and	444	million	shares	of	common	stock	outstanding	as	of	December	31,	2006,	dividends	are	expected	to	approximate	$250	million.	Also,	we	have	$150	
million	of	6.49%	cumulative	preferred	stock	upon	which	we	will	pay	$10	million	of	dividends	in	2007.

Capital Resources and Liquidity  Our	estimated	2007	cash	uses,	including	our	drilling	and	development	activities,	retirement	of	debt	and	repurchase	of	common	

stock,	are	expected	to	be	funded	primarily	through	a	combination	of	operating	cash	flow	and	proceeds	from	the	sale	of	our	assets	in	Egypt	and	West	Africa.	Any	
remaining	cash	uses	could	be	funded	by	increasing	our	borrowings	under	our	commercial	paper	program	or	with	borrowings	from	the	available	capacity	under	our	credit	
facility,	which	was	$408	million	at	December	31,	2006.	The	amount	of	operating	cash	flow	to	be	generated	during	2007	is	uncertain	due	to	the	factors	affecting	revenues	
and	expenses	as	previously	cited.	However,	we	expect	our	combined	capital	resources	to	be	more	than	adequate	to	fund	our	anticipated	capital	expenditures	and	other	
cash	uses	for	2007.

If	significant	other	acquisitions	or	other	unplanned	capital	requirements	arise	during	the	year,	we	could	utilize	our	existing	credit	facility	and/or	seek	to	establish	

and	utilize	other	sources	of	financing.

quantitative	and	qualitative	diSCloSureS	aBout	market	riSk

The	primary	objective	of	the	following	information	is	to	provide	forward-looking	quantitative	and	qualitative	information	about	our	potential	exposure	to	market	

risks.	The	term	“market	risk”	refers	to	the	risk	of	loss	arising	from	adverse	changes	in	oil,	gas	and	NGL	prices,	interest	rates	and	foreign	currency	exchange	rates.	The	
disclosures	are	not	meant	to	be	precise	indicators	of	expected	future	losses,	but	rather	indicators	of	reasonably	possible	losses.	This	forward-looking	information	
provides	indicators	of	how	we	view	and	manage	our	ongoing	market	risk	exposures.	All	of	our	market	risk	sensitive	instruments	were	entered	into	for	purposes	other	
than	speculative	trading.

Commodity	price	risk

Our	major	market	risk	exposure	is	in	the	pricing	applicable	to	our	oil,	gas	and	NGL	production.	Realized	pricing	is	primarily	driven	by	the	prevailing	worldwide	price	

for	crude	oil	and	spot	market	prices	applicable	to	our	U.S.	and	Canadian	natural	gas	and	NGL	production.	Pricing	for	oil,	gas	and	NGL	production	has	been	volatile	and	
unpredictable	for	several	years.

Currently,	we	are	largely	accepting	the	volatility	risk	that	oil,	natural	gas	and	NGL	prices	present.	None	of	our	future	oil	production	is	subject	to	price	swaps	or	
collars.	With	regard	to	our	future	natural	gas	production,	based	on	contracts	currently	in	place,	we	will	have	approximately	116	MMcf	per	day	of	gas	production	in	2007	
that	is	subject	to	either	fixed-price	contracts,	swaps,	floors	or	collars.	This	amount	represents	approximately	5%	of	our	estimated	2007	gas	production	(3%	of	our	total	
Boe	production).	For	the	years	2008	through	2011,	we	have	fixed-price	physical	delivery	contracts	covering	Canadian	natural	gas	production	ranging	from	seven	Bcf	to	14	
Bcf	per	year.	These	contracts	are	not	expected	to	have	a	material	effect	on	our	realized	gas	prices	from	2007	through	2011.

interest	rate	risk

At	December	31,	2006,	we	had	debt	outstanding	of	$7.8	billion.	Of	this	amount,	$5.6	billion,	or	72%,	bears	interest	at	fixed	rates	averaging	7.3%.	Additionally,	we	
had	$1.8	billion	of	outstanding	commercial	paper	bearing	interest	at	floating	rates	which	averaged	5.37%	at	December	31,	2006.	The	remaining	debt	consists	of	$400	
million	4.375%	senior	notes	due	in	October	of	2007.	Through	the	use	of	an	interest	rate	swap,	this	fixed-rate	debt	has	been	converted	to	floating-rate	debt	bearing	
interest	equal	to	LIBOR	plus	40	basis	points.

We	use	a	sensitivity	analysis	technique	to	evaluate	the	hypothetical	effect	that	changes	in	interest	rates	may	have	on	the	fair	value	of	any	outstanding	interest	rate	

swap	instruments.	At	December	31,	2006,	a	10%	increase	in	the	underlying	interest	rates	would	have	decreased	the	fair	value	of	our	interest	rate	swap	by	$2	million.

The	above	sensitivity	analysis	for	interest	rate	risk	excludes	accounts	receivable,	accounts	payable	and	accrued	liabilities	because	of	the	short-term	maturity	of	such	

instruments.

foreign	Currency	risk

Our	net	assets,	net	earnings	and	cash	flows	from	our	Canadian	subsidiaries	are	based	on	the	U.S.	dollar	equivalent	of	such	amounts	measured	in	the	Canadian	dollar	
functional	currency.	Assets	and	liabilities	of	the	Canadian	subsidiaries	are	translated	to	U.S.	dollars	using	the	applicable	exchange	rate	as	of	the	end	of	a	reporting	period.	
Revenues,	expenses	and	cash	flow	are	translated	using	the	average	exchange	rate	during	the	reporting	period.	A	10%	unfavorable	change	in	the	Canadian-to-U.S.	dollar	
exchange	rate	would	not	materially	impact	our	December	31,	2006	balance	sheet.

56

Report of independent Registered Public Accounting Firm

The	Board	of	Directors	and	Stockholders
Devon	Energy	Corporation:

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Devon	Energy	Corporation	and	subsidiaries	as	of	December	31,	2006	and	2005,	and	the	related	
consolidated	statements	of	operations,	comprehensive	income,	stockholders’	equity	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	
2006.	These	consolidated	financial	statements	are	the	responsibility	of	the	Company’s	management.	Our	responsibility	is	to	express	an	opinion	on	these	consolidated	
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.	An	audit	includes	examining,	on	a	test	
basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes	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	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	Devon	Energy	Corporation	and	

subsidiaries	as	of	December	31,	2006	and	2005,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	
2006,	in	conformity	with	U.S.	generally	accepted	accounting	principles.

As	described	in	Note	1	to	the	consolidated	financial	statements,	as	of	January	1,	2006,	the	Company	adopted	Statements	of	Financial	Accounting	Standards	No.	
123(R),	Share-Based Payment,	and	as	of	December	31,	2006	the	Company	adopted	the	balance	sheet	recognition	provisions	of	Statement	of	Financial	Accounting	Standards	
No.	158,	Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	effectiveness	of	Devon	Energy	
Corporation’s	internal	control	over	financial	reporting	as	of	December	31,	2006,	based	on	criteria	established	in	Internal Control – Integrated Framework	issued	by	the	
Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO),	and	our	report	dated	February	26,	2007	expressed	an	unqualified	opinion	on	management’s	
assessment	of,	and	the	effective	operation	of,	internal	control	over	financial	reporting.	

Oklahoma	City,	Oklahoma
February	26,	2007

57

Management’s Annual Report on internal Control Over Financial Reporting

Devon’s	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	for	Devon,	as	such	term	is	defined	in	Rules	

13a-15(f)	and	15d-15(f)	under	the	Securities	Exchange	Act	of	1934.	Under	the	supervision	and	with	the	participation	of	Devon’s	management,	including	our	principal	
executive	and	principal	financial	officers,	Devon	conducted	an	evaluation	of	the	effectiveness	of	its	internal	control	over	financial	reporting	based	on	the	framework	in	
Internal Control—Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(the	“COSO	Framework”).	Based	on	this	
evaluation	under	the	COSO	Framework	which	was	completed	on	February	12,	2007,	management	concluded	that	its	internal	control	over	financial	reporting	was	effective	
as	of	December	31,	2006.

Management’s	assessment	of	the	effectiveness	of	Devon’s	internal	control	over	financial	reporting	as	of	December	31,	2006	has	been	audited	by	KPMG	LLP,	an	
independent	registered	public	accounting	firm	who	audited	Devon’s	consolidated	financial	statements	as	of	and	for	the	year	ended	December	31,	2006,	as	stated	in	their	
report	which	is	included	herein.

58

Report of independent Registered Public Accounting Firm

The	Board	of	Directors	and	Stockholders
Devon	Energy	Corporation:

We	have	audited	management’s	assessment,	included	in	the	accompanying	Management’s	Annual	Report	on	Internal	Control	Over	Financial	Reporting	that	Devon	
Energy	Corporation	maintained	effective	internal	control	over	financial	reporting	as	of	December	31,	2006,	based	on	criteria	established	in	Internal Control—Integrated 
Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).	Devon	Energy	Corporation’s	management	is	responsible	for	
maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting.	Our	responsibility	is	to	
express	an	opinion	on	management’s	assessment	and	an	opinion	on	the	effectiveness	of	the	Company’s	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	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	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit	
included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	evaluating	management’s	assessment,	testing	and	evaluating	the	design	and	operating	
effectiveness	of	internal	control,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audit	provides	a	reasonable	
basis	for	our	opinion.

A	company’s	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	

preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company’s	internal	control	over	financial	
reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	
dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	
accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of	
management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	
of	the	company’s	assets	that	could	have	a	material	effect	on	the	financial	statements.	

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	
effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	
policies	or	procedures	may	deteriorate.

In	our	opinion,	management’s	assessment	that	Devon	Energy	Corporation	maintained	effective	internal	control	over	financial	reporting	as	of	December	31,	2006,	is	
fairly	stated,	in	all	material	respects,	based	on	criteria	established	in	Internal Control—Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	
Treadway	Commission	(COSO).	Also,	in	our	opinion,	Devon	Energy	Corporation	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	
December	31,	2006,	based	on	criteria	established	in	Internal Control—Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	
Commission	(COSO).

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	balance	sheets	of	Devon	

Energy	Corporation	and	subsidiaries	as	of	December	31,	2006	and	2005,	and	the	related	consolidated	statements	of	operations,	comprehensive	income,	stockholders’	
equity	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	2006,	and	our	report	dated	February	26,	2007	expressed	an	unqualified	opinion	
on	those	consolidated	financial	statements.	Our	report	refers	to	a	change	in	the	method	of	accounting	for	share-based	payments	and	a	change	in	the	balance	sheet	
recognition	of	defined	benefit	pension	and	other	postretirement	benefit	plans.

Oklahoma	City,	Oklahoma
February	26,	2007

59

Consolidated balance Sheets

DevoN	eNerGy	CorporAtIoN	AND	suBsIDIArIes

deCemBer	31,	(in	millionS,	exCept	Share	data)	

2006	

2005

ASSEtS:
Current	assets:	
	 Cash	and	cash	equivalents	
			 Short-term	investments	
			 Accounts	receivable	
			 Deferred	income	taxes	
			 Current	assets	held	for	sale	
			 Other	current	assets	

Total	current	assets	

Property	and	equipment,	at	cost,	based	on	the	full	cost	method	of

accounting	for	oil	and	gas	properties	($3,674	and	$2,704	excluded
from	amortization	in	2006	and	2005,	respectively)	
Less	accumulated	depreciation,	depletion	and	amortization	

Investment	in	Chevron	Corporation	common	stock,	at	fair	value	
Goodwill	
Assets	held	for	sale	
Other	assets	

Total	assets	

liAbilitiES AnD StOCkhOlDERS’ EquitY:	
Current	liabilities:	
	 Accounts	payable	–	trade	
	 Revenues	and	royalties	due	to	others	

Income	taxes	payable	
Short-term	debt	

	 Accrued	interest	payable	

Fair	value	of	derivative	financial	instruments	
	 Current	portion	of	asset	retirement	obligation	
	 Current	liabilities	associated	with	assets	held	for	sale	
	 Accrued	expenses	and	other	current	liabilities	

Total	current	liabilities	

Debentures	exchangeable	into	shares	of	Chevron	Corporation	common	stock	
Other	long-term	debt	
Fair	value	of	derivative	financial	instruments	
Asset	retirement	obligation	
Liabilities	associated	with	assets	held	for	sale	
Other	liabilities	
Deferred	income	taxes	
Stockholders’	equity:	
	 Preferred	stock	of	$1.00	par	value.	Authorized	4,500,000	shares;	
issued	1,500,000	($150	million	aggregate	liquidation	value)	
	 Common	stock	of	$0.10	par	value.	Authorized	800,000,000	shares;	

issued	444,040,000	in	2006	and	443,488,000	in	2005	

	 Additional	paid-in	capital	
	 Retained	earnings	
	 Accumulated	other	comprehensive	income	

Treasury	stock,	at	cost:	11,000	shares	in	2006	and	37,000	shares	in	2005	

Total	stockholders’	equity	
Commitments	and	contingencies	(Note	8)

Total	liabilities	and	stockholders’	equity	

see	accompanying	notes	to	consolidated	financial	statements.

60

$	

$	

$	

739	
574	
1,393	
102	
81	
323	
3,212	

41,889	
17,294	
24,595	
1,043	
5,706	
185	
322	
35,063	

1,190	
529	
197	
2,205	
114	
6	
61	
5	
338	
4,645	
727	
4,841	
302	
833	
25	
598	
5,650	

1	

44	
6,840	
9,114	
1,444	
(1)	
17,442	

$	

35,063	

1,593
680
1,565
158
66
144
4,206

33,824
14,913
18,911
805
5,705
217
429
30,273

928
666
293
662
127
18
50
19
171
2,934
709
5,248
125
610
40
371
5,374

1

44
6,928
6,477
1,414
(2)
14,862

30,273

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
Consolidated Statements of Operations

DevoN	eNerGy	CorporAtIoN	AND	suBsIDIArIes

Year	ended	deCemBer	31,	(in	millionS,	exCept	per	Share	amountS)	

2006	

2005	

2004

REvEnuES:
	 Oil	sales		
	 Gas	sales	
	 NGL	sales	
	 Marketing	and	midstream	revenues	

Total	revenues	

ExPEnSES AnD OthER inCOME, nEt:

Lease	operating	expenses	

			 Production	taxes	
			 Marketing	and	midstream	operating	costs	and	expenses	
			 Depreciation,	depletion	and	amortization	of	oil	and	gas	properties	
			 Depreciation	and	amortization	of	non-oil	and	gas	properties	
			 Accretion	of	asset	retirement	obligation	
			 General	and	administrative	expenses	

Interest	expense	

	 Change	in	fair	value	of	derivative	financial	instruments	
	 Reduction	of	carrying	value	of	oil	and	gas	properties	
	 Other	income,	net	

Total	expenses	and	other	income,	net	

Earnings	from	continuing	operations	before	income	tax	expense	

inCOME tAx ExPEnSE:	
	 Current	 	
	 Deferred		

Total	income	tax	expense	

Earnings	from	continuing	operations	

DiSCOntinuED OPERAtiOnS:	

Earnings	from	discontinued	operations	before	income	taxes	
Income	tax	(benefit)	expense	

Earnings	from	discontinued	operations	

Net	earnings	
Preferred	stock	dividends	
Net	earnings	applicable	to	common	stockholders	

bASiC nEt EARningS PER ShARE:	
Earnings	from	continuing	operations	
Earnings	from	discontinued	operations	

	 Net	earnings	

DilutED nEt EARningS PER ShARE:
Earnings	from	continuing	operations	
			 Earnings	from	discontinued	operations	
			 Net	earnings	

WEightED AvERAgE COMMOn ShARES OutStAnDing:	
	 Basic		
	 Diluted	 	

see	accompanying	notes	to	consolidated	financial	statements.

$	

3,205	
4,932	
749	
1,692	
10,578	

2,359	
5,784	
687	
1,792	
10,622	

1,488	
341	
1,244	
2,266	
176	
49	
397	
421	
178	
121	
(115)	
6,566	
4,012	

819	
370	
1,189	
2,823	

22	
(1)	
23	
2,846	
10	
2,836	

6.37	
0.05	
6.42	

6.29	
0.05	
6.34	

1,324	
335	
1,342	
1,981	
160	
43	
291	
533	
94	
212	
(198)	
6,117	
4,505	

1,218	
388	
1,606	
2,899	

46	
15	
31	
2,930	
10	
2,920	

6.31	
				0.07	
6.38	

6.19	
0.07	
6.26	

$	

$	

$	

$	

$	

2,099
4,732
554
1,701
9,086

1,259
255
1,339
2,077
148
44
277
475
62
—	
(126)
5,810
3,276

725
370
1,095
2,181

17
12
5
2,186
10
2,176

4.50
					0.01
4.51

4.37
					0.01		
4.38

	442	
			448	

					458	
					470	

				482
499

61

	
	
	
												
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
					
	
			
Consolidated Statements of Comprehensive income

DevoN	eNerGy	CorporAtIoN	AND	suBsIDIArIes

Year	ended	deCemBer	31,	(in	millionS)	

2006	

2005	

2004

Net	earnings	

$	

2,846	

2,930	

2,186

FOREign CuRREnCY tRAnSlAtiOn:	
	 Change	in	cumulative	translation	adjustment	

Income	taxes	
Total	 	

DERivAtivE FinAnCiAl inStRuMEntS:	
	 Unrealized	change	in	fair	value	
	 Reclassification	adjustment	for	realized	(gains)	losses	included	in	net	earnings	

Income	taxes	

			 Total	 	

PEnSiOn AnD POStREtiREMEnt bEnEFit PlAnS:	
			 Change	in	additional	minimum	pension	liability	

Income	taxes	

			 Total	 	

invEStMEnt in ChEvROn CORPORAtiOn COMMOn StOCk:	
	 Unrealized	holding	gain	

Income	taxes	
Total	 	

Other	comprehensive	income,	net	of	tax	
Comprehensive	income	

see	accompanying	notes	to	consolidated	financial	statements.

(25)	
28	
3	

—	
(2)	
—	
(2)	

30	
(13)	
17	

238	
(86)	
152	
170	
3,016	

181	
(19)	
162	

(255)	
685	
(141)	
289	

(8)	
3	
(5)	

60	
(22)	
38	
484	
3,414	

426
(38)
388

(848)
635
62
(151)

61
(22)
39

132
(47)
85
361
2,547

$	

62

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
			
	
	
	
	
	
	
	
	
	
	
	
	
Consolidated Statements of Stockholders’ Equity  

DevoN	eNerGy	CorporAtIoN	AND	suBsIDIArIes

(in	millionS)	

bAlAnCE AS OF DECEMbER 31, 2003	
Net	earnings	
Other	comprehensive	income	
Stock	option	exercises	
Restricted	stock	grants,	net	of	cancellations	
Common	stock	repurchased	
Common	stock	retired	
Conversion	of	subsidiary	preferred	stock	
Common	stock	dividends	
Preferred	stock	dividends	
Share-based	compensation	
Excess	tax	benefits	on	share-based	compensation	

bAlAnCE AS OF DECEMbER 31, 2004	
Net	earnings	
Other	comprehensive	income	
Stock	option	exercises	
Restricted	stock	grants,	net	of	cancellations	
Common	stock	repurchased	
Common	stock	retired	
Common	stock	dividends	
Preferred	stock	dividends	
Share-based	compensation	
Excess	tax	benefits	on	share-based	compensation	

bAlAnCE AS OF DECEMbER 31, 2005	
Net	earnings	
Other	comprehensive	income	
Adoption	of	FASB	Statement	No.	158	(see	Note	6)	
Stock	option	exercises	
Restricted	stock	grants,	net	of	cancellations	
Common	stock	repurchased	
Common	stock	retired	
Common	stock	dividends	
Preferred	stock	dividends	
Share-based	compensation	
Excess	tax	benefits	on	share-based	compensation	

preferred																										Common	StoCk		

StoCk		

ShareS	

amount	

additional	
paid-in	
Capital		

retained	
earninGS	

aCCumulated
other		
ComprehenSive	
inCome	

treaSurY	
StoCk	

total
StoCkholderS’
equitY

$	
1	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	

1	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	

1	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	

472	
—	
—	
13	
2	
(5)	
—	
2	
—	
—	
—	
—	

484	
—	
—	
5	
1	
(47)	
—	
—	
—	
—	
—	

443	
—	
—	
—	
3	
2	
(4)	
—	
—	
—	
—	
—	

$	
47	
	 —	
	 —	
1	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	

48	
	 —	
	 —	
	 —	
	 —	
	 —	
(4)	
	 —	
	 —	
	 —	
	 —	

44	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	
	 —	

9,011	
—	
—	
267	
—	
—	
(341)	
—	
—	
—	
11	
54	

9,002	
—	
—	
124	
—	
—	
(2,269)	
—	
—	
27	
44	

6,928	
—	
—	
—	
73	
(3)	
—	
(278)	
—	
—	
84	
36	

1,614	
2,186	
—	
—	
—	
—	
—	
—	
(97)	
(10)	
—	
—	

3,693	
2,930	
—	
—	
—	
—	
—	
(136)	
(10)	
—	
—	

6,477	
2,846	
—	
—	
—	
—	
—	
—	
(199)	
(10)	
—	
—	

569	
—	
361	
—	
—	
—	
—	
—	
—	
—	
—	
—	

930	
—	
484	
—	
—	
—	
—	
—	
—	
—	
—	

1,414	
—	
170	
(140)	
—	
—	
—	
—	
—	
—	
—	
—	

(186)	
—	
—	
(21)	
—	
(190)	
341	
56	
—	
—	
—	
—	

—	
—	
—	
—	
—	
(2,275)	
2,273	
—	
—	
—	
—	

(2)	
—	
—	
—	
—	
—	
(277)	
278	
—	
—	
—	
—	

11,056
2,186
361
247
—
(190)
—
56
(97)
(10)
11
54

13,674
2,930
484
124
—
(2,275)
—
(136)
(10)
27
44

14,862
2,846
170
(140)
73
(3)
(277)
—
(199)
(10)
84
36

bAlAnCE AS OF DECEMbER 31, 2006	

$	

1	

444	

$	

44	

6,840	

9,114	

1,444	

(1)	

17,442

see	accompanying	notes	to	consolidated	financial	statements.

63

	
	
	
	
	
	
	
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Consolidated Statements of Cash Flows

DevoN	eNerGy	CorporAtIoN	AND	suBsIDIArIes

Year	ended	deCemBer	31,	(in	millionS)	

2006	

2005	

2004

CASh FlOWS FROM OPERAting ACtivitiES:
	 Net	earnings	

Less	earnings	from	discontinued	operations,	net	of	tax	

	 Adjustments	to	reconcile	net	earnings	from	continuing	operations		

to	net	cash	provided	by	operating	activities:	

	 Depreciation,	depletion	and	amortization	
	 Deferred	income	tax	expense	
	 Net	gain	on	sales	of	non-oil	and	gas	property	and	equipment	
	 Reduction	of	carrying	value	of	oil	and	gas	properties	
	 Other	noncash	charges	
	 Changes	in	assets	and	liabilities:	
(Increase)	decrease	in:	
	 Accounts	receivable	
	 Other	current	assets	

Long-term	other	assets	

Increase	(decrease)	in:	
	 Accounts	payable	

Income	taxes	payable	

	 Debt,	including	current	maturities	
	 Other	current	liabilities	

Long-term	other	liabilities	

	 Cash	provided	by	operating	activities	–	continuing	operations	
	 Cash	provided	by	operating	activities	–	discontinued	operations	
	 Net	cash	provided	by	operating	activities	
CASh FlOWS FROM invESting ACtivitiES:
	 Proceeds	from	sales	of	property	and	equipment	
	 Capital	expenditures	
	 Purchases	of	short-term	investments	
Sales	of	short-term	investments	

	 Cash	used	in	investing	activities	–	continuing	operations	
	 Cash	used	in	investing	activities	–	discontinued	operations	
	 Net	cash	used	in	investing	activities	
CASh FlOWS FROM FinAnCing ACtivitiES:
	 Net	commercial	paper	borrowings,	net	of	issuance	costs	
	 Debt	repayments,	including	current	maturities	
	 Proceeds	from	stock	option	exercises	
	 Repurchases	of	common	stock	

Excess	tax	benefits	related	to	share-based	compensation	

	 Dividends	paid	on	common	stock	
	 Dividends	paid	on	preferred	stock	
	 Net	cash	provided	by	(used	in)	financing	activities	
Effect	of	exchange	rate	changes	on	cash	
Net	(decrease)	increase	in	cash	and	cash	equivalents	
Cash	and	cash	equivalents	at	beginning	of	year	(including	cash

related	to	assets	held	for	sale)	

Cash	and	cash	equivalents	at	end	of	year	(including	cash	related

to	assets	held	for	sale)	

SuPPlEMEntARY CASh FlOW DAtA:	
		Interest	paid	
		Income	taxes	paid	

see	accompanying	notes	to	consolidated	financial	statements.

64

$	

2,846	
(23)	

2,930	
(31)	

2,442	
370	
(5)	
121	
270	

212	
(37)	
(66)	

(183)	
(231)	
—		
78	
142	
5,936	
57	
5,993	

40	
(7,551)	
(2,395)	
2,501	
(7,405)	
(44)	
(7,449)	

1,808	
(862)	
73	
(253)	
36	
(199)	
(10)	
593	
13	
(850)	

2,141	
388	
(150)	
212	
128	

(279)	
(17)	
48	

255	
69	
(67)	
(34)	
(79)	
5,514	
98	
5,612	

2,151	
(4,026)	
(4,020)	
4,307	
(1,588)	
(64)	
(1,652)	

—		
(1,258)	
124	
(2,263)	
—		
(136)	
(10)	
(3,543)	
37	
454	

2,186
(5)

2,225
370
(34)
—	
110

(318)
(18)
(93)

189
208
16
(28)
(19)
4,789
27
4,816

95
(3,058)
(3,215)
2,589
(3,589)
(45)
(3,634)

—	
(973)
268
(189)
—	
(97)
(10)
(1,001)
39
220

1,606	

1,152	

932

756	

1,606	

1,152

464	
960	

663	
1,092	

474
477

$	

$	
$	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
												
	
												
	
	
	
	
	
	
	
	
	
	
	
	
	
	
												
	
	
												
	
												
	
												
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
notes to Consolidated Financial Statements

DevoN	eNerGy	CorporAtIoN	AND	suBsIDIArIes

1.		SummarY	of	SiGnifiCant	aCCountinG	poliCieS

Accounting	policies	used	by	Devon	Energy	Corporation	and	subsidiaries	(“Devon”)	reflect	industry	practices	and	conform	to	accounting	principles	generally	

accepted	in	the	United	States	of	America.	The	more	significant	of	such	policies	are	briefly	discussed	below.

nature	of	Business	and	principles	of	Consolidation

Devon	is	engaged	primarily	in	oil	and	gas	exploration,	development	and	production,	and	the	acquisition	of	properties.	Such	activities	in	the	United	States	are	

concentrated	in	the	following	geographic	areas:

•	The	Mid-Continent	area	of	the	central	and	southern	United	States,	principally	in	north	and	east	Texas	and	Oklahoma;
•	The	Permian	Basin	within	Texas	and	New	Mexico;
•	The	Rocky	Mountains	area	of	the	United	States	stretching	from	the	Canadian	border	into	northern	New	Mexico;	
•	The	offshore	areas	of	the	Gulf	of	Mexico;	and
•	The	onshore	areas	of	the	Gulf	Coast,	principally	in	south	Texas	and	south	Louisiana.

Devon’s	Canadian	activities	are	located	primarily	in	the	Western	Canadian	Sedimentary	Basin.	Devon’s	international	activities	—	outside	of	North	America	—	are	
located	primarily	in	Azerbaijan,	Brazil,	China	and	various	countries	in	West	Africa.	On	January	23,	2007,	Devon	announced	its	plans	to	divest	its	West	African	operations.	
See	Note	13.

Devon	also	has	marketing	and	midstream	operations	which	are	responsible	for	marketing	natural	gas,	crude	oil	and	NGLs,	and	constructing	and	operating	

pipelines,	storage	and	treating	facilities	and	gas	processing	plants.	These	services	are	performed	for	Devon	as	well	as	for	unrelated	third	parties.

The	accounts	of	Devon’s	controlled	subsidiaries	are	included	in	the	accompanying	consolidated	financial	statements.	All	significant	intercompany	accounts	and	

transactions	have	been	eliminated	in	consolidation.

use	of	estimates	in	the	preparation	of	financial	Statements

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	and	liabilities	and	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	financial	
statements,	and	the	reported	amounts	of	revenues	and	expenses	during	the	reporting	period.	Actual	amounts	could	differ	from	these	estimates,	and	changes	in	these	
estimates	are	recorded	when	known.	Significant	items	subject	to	such	estimates	and	assumptions	include	estimates	of	proved	reserves	and	related	present	value	
estimates	of	future	net	revenue,	the	carrying	value	of	oil	and	gas	properties,	goodwill	impairment	assessment,	asset	retirement	obligations,	income	taxes,	valuation	of	
derivative	instruments,	obligations	related	to	employee	benefits	and	legal	and	environmental	risks	and	exposures.

property	and	equipment

Devon	follows	the	full	cost	method	of	accounting	for	its	oil	and	gas	properties.	Accordingly,	all	costs	incidental	to	the	acquisition,	exploration	and	development	of	
oil	and	gas	properties,	including	costs	of	undeveloped	leasehold,	dry	holes	and	leasehold	equipment,	are	capitalized.	Internal	costs	incurred	that	are	directly	identified	
with	acquisition,	exploration	and	development	activities	undertaken	by	Devon	for	its	own	account,	and	which	are	not	related	to	production,	general	corporate	overhead	
or	similar	activities,	are	also	capitalized.	Interest	costs	incurred	and	attributable	to	unproved	oil	and	gas	properties	under	current	evaluation	and	major	development	
projects	of	oil	and	gas	properties	are	also	capitalized.	All	costs	related	to	production	activities,	including	workover	costs	incurred	solely	to	maintain	or	increase	levels	of	
production	from	an	existing	completion	interval,	are	charged	to	expense	as	incurred.

Under	the	full	cost	method	of	accounting,	the	net	book	value	of	oil	and	gas	properties,	less	related	deferred	income	taxes,	may	not	exceed	a	calculated	“ceiling.”	

The	ceiling	limitation	is	the	estimated	after-tax	future	net	revenues,	discounted	at	10%	per	annum,	from	proved	oil,	natural	gas	and	NGL	reserves	plus	the	cost	of	
properties	not	subject	to	amortization.	Estimated	future	net	revenues	exclude	future	cash	outflows	associated	with	settling	asset	retirement	obligations	included	in	the	
net	book	value	of	oil	and	gas	properties.	Such	limitations	are	imposed	separately	on	a	country-by-country	basis	and	are	tested	quarterly.	In	calculating	future	net	
revenues,	prices	and	costs	used	are	those	as	of	the	end	of	the	appropriate	quarterly	period.	These	prices	are	not	changed	except	where	different	prices	are	fixed	and	
determinable	from	applicable	contracts	for	the	remaining	term	of	those	contracts,	including	designated	cash	flow	hedges	in	place.	Devon	had	no	such	hedges	
outstanding	at	December	31,	2006	or	December	31,	2005.

Any	excess	of	the	net	book	value,	less	related	deferred	taxes,	over	the	ceiling	is	written	off	as	an	expense.	An	expense	recorded	in	one	period	may	not	be	reversed	in	

a	subsequent	period	even	though	higher	oil	and	gas	prices	may	have	increased	the	ceiling	applicable	to	the	subsequent	period.

Capitalized	costs	are	depleted	by	an	equivalent	unit-of-production	method,	converting	gas	to	oil	at	the	ratio	of	six	thousand	cubic	feet	of	natural	gas	to	one	barrel	
of	oil.	Depletion	is	calculated	using	the	capitalized	costs,	including	estimated	asset	retirement	costs,	plus	the	estimated	future	expenditures	(based	on	current	costs)	to	
be	incurred	in	developing	proved	reserves,	net	of	estimated	salvage	values.

Unproved	properties	are	excluded	from	amortized	capitalized	costs	until	it	is	determined	whether	or	not	proved	reserves	can	be	assigned	to	such	properties.	Devon	

assesses	its	unproved	properties	for	impairment	quarterly.	Significant	unproved	properties	are	assessed	individually.	Costs	of	insignificant	unproved	properties	are	
transferred	to	amortizable	costs	over	average	holding	periods	ranging	from	three	years	for	onshore	properties	to	seven	years	for	offshore	properties.

65

notes	

No	gain	or	loss	is	recognized	upon	disposal	of	oil	and	gas	properties	unless	such	disposal	significantly	alters	the	relationship	between	capitalized	costs	and	proved	

reserves	in	a	particular	country.

Depreciation	of	midstream	pipelines	are	provided	on	a	units-of-production	basis.	Depreciation	and	amortization	of	other	property	and	equipment,	including	corporate	
and	other	midstream	assets	and	leasehold	improvements,	are	provided	using	the	straight-line	method	based	on	estimated	useful	lives	ranging	from	three	to	39	years.
Devon	recognizes	liabilities	for	retirement	obligations	associated	with	tangible	long-lived	assets,	such	as	producing	well	sites,	offshore	production	platforms,	and	

natural	gas	processing	plants	when	there	is	a	legal	obligation	associated	with	the	retirement	of	such	assets	and	the	amount	can	be	reasonably	estimated.	The	initial	
measurement	of	an	asset	retirement	obligation	is	recorded	as	a		liability	at	its	fair	value,	with	an	offsetting	asset	retirement	cost	recorded	as	an	increase	to	the	associated	
property	and	equipment	on	the	consolidated	balance	sheet.	If	the	fair	value	of	a	recorded	asset	retirement	obligation	changes,	a	revision	is	recorded	to	both	the	asset	
retirement	obligation	and	the	asset	retirement	cost.	The	asset	retirement	cost	is	depreciated	using	a	systematic	and	rational	method	similar	to	that	used	for	the	
associated	property	and	equipment.

Short-term	investments	and	other	marketable	Securities

Devon	reports	its	short-term	investments	and	other	marketable	securities	at	fair	value,	except	for	debt	securities	in	which	management	has	the	ability	and	intent	

to	hold	until	maturity.	At	December	31,	2006	and	2005,	Devon’s	short-term	investments	consisted	of	$574	million	and	$680	million,	respectively,	of	auction	rate	securities	
classified	as	available	for	sale.	Although	Devon’s	auction	rate	securities	have	contractual	maturities	of	more	than	10	years,	the	underlying	interest	rates	on	such	securities	
reset	at	intervals	ranging	from	seven	to	90	days.	Therefore,	these	auction	rate	securities	are	priced	and	subsequently	trade	as	short-term	investments	because	of	the	
interest	rate	reset	feature.	As	a	result,	Devon	has	classified	its	auction	rate	securities	as	short-term	investments	in	the	accompanying	consolidated	balance	sheet.

Devon’s	only	other	significant	investment	security	is	its	investment	in	approximately	14.2	million	shares	of	Chevron	Corporation	common	stock	which	is	reported	at	

fair	value.	Except	for	unrealized	losses	that	are	determined	to	be	“other	than	temporary”,	the	tax	effected	unrealized	gain	or	loss	on	the	investment	in	Chevron	
Corporation	common	stock	is	recognized	in	other	comprehensive	income	and	reported	as	a	separate	component	of	stockholders’	equity.

Goodwill

Goodwill	represents	the	excess	of	the	purchase	price	of	business	combinations	over	the	fair	value	of	the	net	assets	acquired	and	is	tested	for	impairment	at	least	

annually.	The	impairment	test	requires	allocating	goodwill	and	all	other	assets	and	liabilities	to	assigned	reporting	units.	The	fair	value	of	each	reporting	unit	is	
estimated	and	compared	to	the	net	book	value	of	the	reporting	unit.	If	the	estimated	fair	value	of	the	reporting	unit	is	less	than	the	net	book	value,	including	goodwill,	
then	the	goodwill	is	written	down	to	the	implied	fair	value	of	the	goodwill	through	a	charge	to	expense.	Because	quoted	market	prices	are	not	available	for	Devon’s	
reporting	units,	the	fair	values	of	the	reporting	units	are	estimated	based	upon	several	valuation	analyses,	including	comparable	companies,	comparable	transactions	
and	premiums	paid.	Devon	performed	annual	impairment	tests	of	goodwill	in	the	fourth	quarters	of	2006,	2005	and	2004.	Based	on	these	assessments,	no	impairment	
of	goodwill	was	required.

The	table	below	provides	a	summary	of	Devon’s	goodwill,	by	assigned	reporting	unit,	as	of	December	31,	2006	and	2005:

United States 
Canada 
International 

  Total 

2006	

3,053 
2,585 
68 
5,706 

$ 

$ 

deCemBer	31,	

(IN	MILLIoNs)

2005	

3,056
2,581
68
5,705

revenue	recognition	and	Gas	Balancing

Oil,	gas	and	NGL	revenues	are	recognized	when	production	is	sold	to	a	purchaser	at	a	fixed	or	determinable	price,	delivery	has	occurred,	title	has	transferred	and	
collectibility	of	the	revenue	is	probable.	Delivery	occurs	and	title	is	transferred	when	production	has	been	delivered	to	a	pipeline	or	truck	or	a	tanker	lifting	has	occurred.	
Cash	received	relating	to	future	production	is	deferred	and	recognized	when	all	revenue	recognition	criteria	are	met.	Taxes	assessed	by	governmental	authorities	on	oil,	
gas	and	NGL	revenues	are	presented	separately	from	such	revenues	as	production	taxes	in	the	statement	of	operations.

Devon	follows	the	sales	method	of	accounting	for	gas	production	imbalances.	The	volumes	of	gas	sold	may	differ	from	the	volumes	to	which	Devon	is	entitled	
based	on	its	interests	in	the	properties.	These	differences	create	imbalances	that	are	recognized	as	a	liability	only	when	the	estimated	remaining	reserves	will	not	be	
sufficient	to	enable	the	under	produced	owner	to	recoup	its	entitled	share	through	production.	If	an	imbalance	exists	at	the	time	the	wells’	reserves	are	depleted,	
settlements	are	made	among	the	joint	interest	owners	under	a	variety	of	arrangements.	The	liability	is	priced	based	on	current	market	prices.	No	receivables	are	
recorded	for	those	wells	where	Devon	has	taken	less	than	its	share	of	production	unless	all	revenue	recognition	criteria	are	met.

Marketing	and	midstream	revenues	are	recorded	at	the	time	products	are	sold	or	services	are	provided	to	third	parties	at	a	fixed	or	determinable	price,	delivery	or	
performance	has	occurred,	title	has	transferred	and	collectibility	of	the	revenue	is	probable.	Revenues	and	expenses	attributable	to	Devon’s	gas	and	NGL	purchase	and	
processing	contracts	are	reported	on	a	gross	basis	since	Devon	takes	title	to	the	products	and	has	risks	and	rewards	of	ownership.	The	gas	purchased	under	these	
contracts	is	processed	in	Devon-owned	plants.

66

		
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

major	purchasers

During	2006,	revenues	received	from	ExxonMobil	and	its	affiliates	were	$1.1	billion,	or	10%	of	Devon’s	consolidated	revenues.	No	purchaser	accounted	for	over	10%	

of	Devon’s	revenues	in	2005	or	2004.

derivative	instruments

The	majority	of	Devon’s	derivative	instruments	consist	of	commodity	financial	instruments	used	to	manage	Devon’s	cash	flow	exposure	to	oil	and	gas	price	

volatility.	Devon	has	also	entered	into	interest	rate	swaps	to	manage	its	exposure	to	interest	rate	volatility.	The	interest	rate	swaps	mitigate	either	the	cash	flow	effects	of	
interest	rate	fluctuations	on	interest	expense	for	variable-rate	debt	instruments,	or	the	fair	value	effects	of	interest	rate	fluctuations	on	fixed-rate	debt.	Devon	also	has	
an	embedded	option	derivative	related	to	the	fair	value	of	its	debentures	exchangeable	into	shares	of	Chevron	Corporation	common	stock.

All	derivatives	are	recognized	at	their	current	fair	value	as	fair	value	of	derivative	financial	instruments	on	the	balance	sheet.	Changes	in	the	fair	value	of	derivative	

financial	instruments	are	recorded	in	the	statement	of	operations	unless	specific	hedge	accounting	criteria	are	met.	If	such	criteria	are	met	for	cash	flow	hedges,	the	
effective	portion	of	the	change	in	the	fair	value	is	recorded	directly	to	accumulated	other	comprehensive	income,	a	component	of	stockholders’	equity,	until	the	hedged	
transaction	occurs.	The	ineffective	portion	of	the	change	in	fair	value	is	recorded	in	the	statement	of	operations.	If	such	criteria	are	met	for	fair	value	hedges,	the	change	
in	the	fair	value	is	recorded	in	the	statement	of	operations	with	an	offsetting	amount	recorded	for	the	change	in	fair	value	of	the	hedged	item.

A	derivative	instrument	qualifies	for	hedge	accounting	treatment	if	Devon	designates	the	instrument	as	such	on	the	date	the	derivative	contract	is	entered	into	or	

the	date	of	an	acquisition	or	business	combination	which	includes	derivative	contracts.	Additionally,	Devon	must	document	the	relationship	between	the	hedging	
instrument	and	hedged	item,	as	well	as	the	risk-management	objective	and	strategy	for	undertaking	the	instrument.	Devon	must	also	assess,	both	at	the	instrument’s	
inception	and	on	an	ongoing	basis,	whether	the	derivative	is	highly	effective	in	offsetting	the	change	in	cash	flow	of	the	hedged	item.

During	2006,	Devon	entered	into	and	acquired	certain	commodity	derivative	instruments.	For	such	instruments,	Devon	chose	not	to	meet	the	necessary	criteria	to	

qualify	these	derivative	instruments	for	hedge	accounting	treatment.	Therefore,	Devon	recorded	a	$37	million	gain	in	gas	sales	in	the	statement	of	operations	for	the	
change	in	fair	value	related	to	these	instruments.

The	following	table	presents	the	components	of	the	2006,	2005	and	2004	change	in	fair	value	of	derivative	financial	instruments	presented	in	the	accompanying	

statement	of	operations.	Significant	items	are	discussed	in	more	detail	following	the	table.

Option embedded in exchangeable debentures 
Non-qualifying commodity hedges 
Ineffectiveness of commodity hedges 
Interest rate swaps 

  Total change in fair value of derivative financial instruments 

2006	

181 
— 
— 
(3) 
178 

$ 

$ 

2005	

(IN	MILLIoNs)	

2004	

54 
39 
5 
(4) 
94 

58
—
5
(1)
62

The	change	in	the	fair	value	of	the	embedded	option	relates	to	the	debentures	exchangeable	into	shares	of	Chevron	Corporation	common	stock.		These	expenses	

were	caused	primarily	by	increases	in	the	price	of	Chevron	Corporation’s	common	stock.

During	2005	and	2004,	Devon	had	a	number	of	commodity	derivative	instruments	that	qualified	for	hedge	accounting	treatment	as	described	above.	During	2005,	
certain	of	these	derivatives	ceased	to	qualify	for	hedge	accounting	treatment.	In	the	third	quarter	of	2005,	certain	oil	derivatives	ceased	to	qualify	for	hedge	accounting	
primarily	as	a	result	of	deferred	production	caused	by	hurricanes	in	the	Gulf	of	Mexico.	Because	these	contracts	no	longer	qualified	for	hedge	accounting,	Devon	
recognized	$39	million	in	losses	as	change	in	fair	value	of	derivative	financial	instruments	in	the	accompanying	2005	statement	of	operations.

In	addition	to	the	changes	in	fair	value	of	non-qualifying	commodity	hedges	presented	in	the	table	above,	Devon	also	recognized	in	2005	a	$55	million	loss	related	
to	certain	oil	hedges	that	no	longer	qualified	for	hedge	accounting	due	to	the	effect	of	the	2005	property	divestiture	program.	These	commodity	instruments	related	to	
5,000	barrels	per	day	of	U.S.	oil	production	and	3,000	barrels	per	day	of	Canadian	oil	production	from	properties	that	were	sold	as	part	of	Devon’s	divestiture	program.	
This	loss	is	presented	in	other	income	in	the	accompanying	2005	statement	of	operations.	During	2004,	no	derivatives	ceased	to	qualify	for	hedge	accounting.

In	addition	to	the	changes	in	fair	value	of	Devon’s	interest	rate	swaps	presented	in	the	table	above,	settlements	on	these	interest	rate	swaps	increased	interest	

expense	by	$15	million	and	$12	million	in	2006	and	2005,	respectively,	and	decreased	interest	expense	$18	million	in	2004.

The	following	table	presents	the	balances	of	Devon’s	accumulated	net	gain	(loss)	on	cash	flow	hedges	included	in	accumulated	other	comprehensive	income.

December 31, 2003 
December 31, 2004 
December 31, 2005 
December 31, 2006 

				(in	millionS)

$ 
$ 
$ 
$ 

(135)
(286)
3
1

67

		
	
	
																											
			
 
 
 
 
 
 
 
 
 
	
	
 
 
 
 
notes	

By	using	derivative	instruments	to	hedge	exposures	to	changes	in	commodity	prices	and	interest	rates,	Devon	exposes	itself	to	credit	risk	and	market	risk.	Credit	
risk	is	the	failure	of	the	counterparty	to	perform	under	the	terms	of	the	derivative	contract.	To	mitigate	this	risk,	the	hedging	instruments	are	placed	with	counterparties	
that	Devon	believes	are	minimal	credit	risks.	It	is	Devon’s	policy	to	enter	into	derivative	contracts	only	with	investment	grade	rated	counterparties	deemed	by	
management	to	be	competent	and	competitive	market	makers.

Market	risk	is	the	change	in	the	value	of	a	derivative	instrument	that	results	from	a	change	in	commodity	prices,	interest	rates	or	other	relevant	underlyings.	The	

market	risk	associated	with	commodity	price	and	interest	rate	contracts	is	managed	by	establishing	and	monitoring	parameters	that	limit	the	types	and	degree	of	
market	risk	that	may	be	undertaken.	The	oil	and	gas	reference	prices	upon	which	the	commodity	hedging	instruments	are	based	reflect	various	market	indices	that	have	
a	high	degree	of	historical	correlation	with	actual	prices	received	by	Devon.	Devon	does	not	hold	or	issue	derivative	instruments	for	speculative	trading	purposes.

Stock	options

Effective	January	1,	2006,	Devon	adopted	Statement	of	Financial	Accounting	Standard	No.	123(R),	Share-Based Payment,	(“SFAS	No.	123(R)”),	using	the	modified	
prospective	transition	method.	SFAS	No.	123(R)	requires	equity-classified,	share-based	payments	to	employees,	including	grants	of	employee	stock	options,	to	be	valued	
at	fair	value	on	the	date	of	grant	and	to	be	expensed	over	the	applicable	vesting	period.	Under	the	modified	prospective	transition	method,	share-based	awards	granted	
or	modified	on	or	after	January	1,	2006,	are	recognized	in	compensation	expense	over	the	applicable	vesting	period.	Also,	any	previously	granted	awards	that	were	not	
fully	vested	as	of	January	1,	2006	are	recognized	as	compensation	expense	over	the	remaining	vesting	period.	No	retroactive	or	cumulative	effect	adjustments	were	
required	upon	Devon’s	adoption	of	SFAS	No.	123(R).

Prior	to	adopting	SFAS	No.	123(R),	Devon	accounted	for	its	fixed-plan	employee	stock	options	using	the	intrinsic-value	based	method	prescribed	by	Accounting	
Principles	Board	Opinion	No.	25,	Accounting for Stock Issued to Employees, (“APB	No.	25”)	and	related	interpretations.	This	method	required	compensation	expense	to	be	
recorded	on	the	date	of	grant	only	if	the	current	market	price	of	the	underlying	stock	exceeded	the	exercise	price.

Had	the	fair	value	provisions	of	SFAS	No.	123(R)	been	applied	in	2005	and	2004,	Devon’s	net	earnings	and	net	earnings	per	share	would	have	differed	from	the	

amounts	actually	reported	as	shown	in	the	following	table.

																																																								Year	ended	deCemBer	31,	
2004	
2005	

																																								(	IN	MILLIoNs,	exCept	per	shAre	AMouNts)	

Net earnings available to common stockholders, as reported 
Add share-based employee compensation expense included in reported
  net earnings, net of related tax expense 
Deduct total share-based employee compensation expense determined
  under fair value based method for all awards (see Note 9), net of

related tax expense 

Net earnings available to common stockholders, pro forma 

Net earnings per share available to common stockholders: 
  As reported: 

  Basic 
  Diluted 

  Pro forma: 
  Basic 
  Diluted 

$ 

2,920 

2,176

18 

7

(44) 
2,894 

(31)
2,152

6.38 
6.26 

6.32 
6.21 

4.51
4.38

4.46
4.33

$ 

$ 
$ 

$ 
$ 

As	a	result	of	adopting	SFAS	No.	123(R),	Devon’s	2006	earnings	from	continuing	operations	before	income	tax	expense	was	$26	million	lower	than	if	Devon	had	

continued	to	account	for	share-based	compensation	under	APB	No.	25.	Additionally,	2006	earnings	from	continuing	operations	and	net	earnings	were	both	$17	million	
lower.	The	related	2006	basic	and	diluted	earnings	per	share	amounts	were	both	approximately	$0.04	per	share	lower.	Prior	to	the	adoption	of	SFAS	No.	123(R),	Devon	
presented	all	tax	benefits	of	deductions	resulting	from	the	exercise	of	stock	options	as	operating	cash	inflows	in	the	statement	of	cash	flows.	SFAS	No.	123(R)	requires	the	
cash	inflows	resulting	from	tax	deductions	in	excess	of	the	compensation	expense	recognized	for	those	stock	options	(“excess	tax	benefits”)	to	be	classified	as	financing	
cash	inflows.	As	required	by	SFAS	No.	123(R),	Devon	recognized	$36	million	of	excess	tax	benefits	as	financing	cash	inflows	for	2006.	In	2005	and	2004,	excess	tax	benefits	
of	$44	million	and	$54	million,	respectively,	were	classified	as	operating	cash	inflows.

68

		
		
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

income	taxes

Devon	accounts	for	income	taxes	using	the	asset	and	liability	method,	whereby	deferred	tax	assets	and	liabilities	are	recognized	for	the	future	tax	consequences	

attributable	to	differences	between	the	financial	statement	carrying	amounts	of	assets	and	liabilities	and	their	respective	tax	bases,	as	well	as	the	future	tax	
consequences	attributable	to	the	future	utilization	of	existing	tax	net	operating	loss	and	other	types	of	carryforwards.	Deferred	tax	assets	and	liabilities	are	measured	
using	enacted	tax	rates	expected	to	apply	to	taxable	income	in	the	years	in	which	those	temporary	differences	and	carryforwards	are	expected	to	be	recovered	or	settled.	
The	effect	on	deferred	tax	assets	and	liabilities	of	a	change	in	tax	rates	is	recognized	in	income	in	the	period	that	includes	the	enactment	date.	At	December	31,	2006,	
undistributed	earnings	of	foreign	subsidiaries	were	determined	to	be	permanently	reinvested.	Therefore,	no	U.S.	deferred	income	taxes	were	provided	on	such	amounts	
at	December	31,	2006.	If	it	becomes	apparent	that	some	or	all	of	the	undistributed	earnings	will	be	distributed,	Devon	would	then	record	taxes	on	those	earnings.

General	and	administrative	expenses

General	and	administrative	expenses	are	reported	net	of	amounts	reimbursed	by	working	interest	owners	of	the	oil	and	gas	properties	operated	by	Devon	and	net	

of	amounts	capitalized	pursuant	to	the	full	cost	method	of	accounting.

net	earnings	per	Common	Share

Basic	earnings	per	share	is	computed	by	dividing	income	available	to	common	stockholders	by	the	weighted	average	number	of	common	shares	outstanding	for	
the	period.	Diluted	earnings	per	share,	as	calculated	using	the	treasury	stock	method,	reflects	the	potential	dilution	that	could	occur	if	Devon’s	dilutive	outstanding	stock	
options	were	exercised.	For	2005	and	2004,	the	calculation	of	diluted	shares	also	assumed	that	Devon’s	previously	outstanding	zero	coupon	convertible	senior	debentures	
were	converted	to	common	stock.

The	following	table	reconciles	earnings	from	continuing	operations	and	common	shares	outstanding	used	in	the	calculations	of	basic	and	diluted	earnings	per	

share	for	2006,	2005	and	2004.	

net
earninGS	
appliCaBle	to	
Common	
StoCkholderS	

weiGhted
averaGe	
Common	ShareS	
outStandinG	

net
earninGS
per	Share

(IN	MILLIoNs,	exCept	per	shAre	AMouNts)

YEAR EnDED DECEMbER 31, 2006: 
  Earnings from continuing operations 
  Less preferred stock dividends 
  Basic earnings per share 
  Dilutive effect of potential common shares issuable
        upon the exercise of outstanding stock options 
  Diluted earnings per share 

YEAR EnDED DECEMbER 31, 2005:
  Earnings from continuing operations 
  Less preferred stock dividends 
  Basic earnings per share 
  Dilutive effect of potential common shares issuable
  upon the exercise of outstanding stock options 

  Dilutive effect of potential common shares issuable upon

conversion of senior convertible debentures (increase in
  net earnings is net of income tax expense of $14 million) (1) 

  Diluted earnings per share 

YEAR EnDED DECEMbER 31, 2004:
  Earnings from continuing operations 
  Less preferred stock dividends 
  Basic earnings per share 
  Dilutive effect of potential common shares issuable
  upon the exercise of outstanding stock options 

  Dilutive effect of potential common shares issuable upon

conversion of senior convertible debentures (increase in
  net earnings is net of income tax expense of $6 million) 

  Diluted earnings per share 

(1)  The senior convertible debentures were retired in June 2005 prior to their stated maturity.

$ 

$ 

$ 

$ 

$ 

2,823
(10) 
2,813 

— 
2,813 

2,899 
(10) 
2,889 

— 

24 
2,913 

2,181 
(10) 
2,171 

— 

10 
2,181 

$ 

442 

6 
448 

458 

8 

4 
470 

482 

8 

9 
499 

$  6.37

$  6.29

$  6.31

$ 

6.19

$  4.50

$  4.37

69

	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

Certain	options	to	purchase	shares	of	Devon’s	common	stock	were	excluded	from	the	dilution	calculations	because	the	options	were	antidilutive.	These	excluded	

options	totaled	3	million,	0.2	million	and	4	million	in	2006,	2005	and	2004,	respectively.

foreign	Currency	translation	adjustments

The	U.S.	dollar	is	the	functional	currency	for	Devon’s	consolidated	operations	except	its	Canadian	subsidiaries	which	use	the	Canadian	dollar	as	the	functional	
currency.	Therefore,	the	assets	and	liabilities	of	Devon’s	Canadian	subsidiaries	are	translated	into	U.S.	dollars	based	on	the	current	exchange	rate	in	effect	at	the	balance	
sheet	dates.	Canadian	income	and	expenses	are	translated	at	average	rates	for	the	periods	presented.	Translation	adjustments	have	no	effect	on	net	income	and	are	
included	in	accumulated	other	comprehensive	income	in	stockholders’	equity.	The	following	table	presents	the	balances	of	Devon’s	cumulative	translation	adjustments	
included	in	accumulated	other	comprehensive	income.

December 31, 2003 
December 31, 2004 
December 31, 2005 
December 31, 2006 

				(in	millionS)

$ 
$ 
$ 
$ 

666
1,054
1,216
1,219

Statements	of	Cash	flows

For	purposes	of	the	consolidated	statements	of	cash	flows,	Devon	considers	all	highly	liquid	investments	with	original	contractual	maturities	of	three	months	or	

less	to	be	cash	equivalents.

Commitments	and	Contingencies

Liabilities	for	loss	contingencies	arising	from	claims,	assessments,	litigation	or	other	sources	are	recorded	when	it	is	probable	that	a	liability	has	been	incurred	and	

the	amount	can	be	reasonably	estimated.	Environmental	expenditures	are	expensed	or	capitalized	in	accordance	with	accounting	principles	generally	accepted	in	the	
United	States	of	America.	Liabilities	for	these	expenditures	are	recorded	when	it	is	probable	that	obligations	have	been	incurred	and	the	amounts	can	be	reasonably	
estimated.	Reference	is	made	to	Note	8	for	a	discussion	of	amounts	recorded	for	these	liabilities.

recently	issued	accounting	Standards	not	Yet	adopted

In	June	2006,	the	Financial	Accounting	Standards	Board	(“FASB”)	issued	FASB	Interpretation	No.	48,	Accounting for Uncertainty in Income Taxes—an interpretation of 

FASB Statement No. 109.	Interpretation	No.	48	clarifies	the	accounting	for	uncertainty	in	income	taxes	recognized	in	an	enterprise’s	financial	statements	in	accordance	
with	FASB	Statement	No.	109,	Accounting for Income Taxes.	This	Interpretation	is	effective	for	fiscal	years	beginning	after	December	15,	2006,	and	Devon	will	adopt	it	in	
the	first	quarter	of	2007.	Devon	does	not	expect	the	adoption	of	Interpretation	No.	48	to	have	a	material	impact	on	its	financial	statements	and	related	disclosures.
In	September	2006,	the	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	157,	Fair Value Measurements.	Statement	No.	157	provides	a	common	
definition	of	fair	value,	establishes	a	framework	for	measuring	fair	value	and	expands	disclosures	about	fair	value	measurements.	However,	this	Statement	does	not	
require	any	new	fair	value	measurements.	Statement	No.	157	is	effective	for	fiscal	years	beginning	after	November	15,	2007.	Devon	is	currently	assessing	the	effect,	if	
any,	the	adoption	of	Statement	No.	157	will	have	on	its	financial	statements	and	related	disclosures.

In	September	2006,	the	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	158,	Employers’ Accounting for Defined Benefit Pension and Other 
Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).  Statement	No.	158	requires	the	recognition	of	the	overfunded	or	underfunded	
status	of	a	defined	benefit	postretirement	plan	in	the	balance	sheet.	Devon	adopted	this	recognition	requirement	as	of	December	31,	2006.	The	effects	of	this	adoption	
are	summarized	in	Note	6.	Statement	No.	158	also	requires	the	measurement	of	plan	assets	and	benefit	obligations	as	of	the	date	of	the	employer’s	fiscal	year-end.	The	
Statement	provides	two	alternatives	to	transition	to	a	fiscal	year-end	measurement	date.	This	measurement	requirement	is	effective	for	fiscal	years	ending	after	
December	15,	2008.	Devon	has	not	yet	adopted	this	measurement	requirement,	but	Devon	does	not	expect	such	adoption	to	have	a	material	effect	on	its	results	of	
operations,	financial	condition,	liquidity	or	compliance	with	debt	covenants.

In	February	2007,	the	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	159,	The Fair Value Option for Financial Assets and Financial Liabilities – Including 

an Amendment of FASB Statement No. 115.	Statement	No.	159	permits	entities	to	choose	to	measure	certain	financial	instruments	and	other	items	at	fair	value.	The	
objective	is	to	improve	financial	reporting	by	providing	entities	with	the	opportunity	to	mitigate	volatility	in	reported	earnings	caused	by	measuring	related	assets	and	
liabilities	differently	without	having	to	apply	complex	hedge	accounting	provisions.	Unrealized	gains	and	losses	on	any	items	for	which	Devon	elects	the	fair	value	
measurement	option	would	be	reported	in	earnings.	Statement	No.	159	is	effective	for	fiscal	years	beginning	after	November	15,	2007.	However,	early	adoption	is	
permitted	for	fiscal	years	beginning	on	or	before	November	15,	2007,	provided	Devon	also	elects	to	apply	the	provisions	of	Statement	No.	157, Fair Value Measurements,	at	
the	same	time.	Devon	is	currently	assessing	the	effect,	if	any,	the	adoption	of	Statement	No.	159	will	have	on	its	financial	statements	and	related	disclosures.

70

	
	
 
 
 
 
notes

2.		aCCountS	reCeivaBle

The	components	of	accounts	receivable	include	the	following:	

  Oil, gas and NGL revenue 
Joint interest billings 

  Marketing and midstream revenue 
  Other 

  Allowance for doubtful accounts 
  Net accounts receivable 

3.		propertY	and	equipment	and	aSSet	retirement	oBliGationS

Property	and	equipment	included	the	following:		

  Oil and gas properties: 

  Subject to amortization 
  Not subject to amortization 
  Accumulated depreciation, depletion and amortization 

  Net oil and gas properties 
  Other property and equipment 
  Accumulated depreciation and amortization 
  Net other property and equipment 

deCemBer	31,	

(IN	MILLIoNs)

deCemBer	31,	

(IN	MILLIoNs)

2006	

1,020 
209 
138 
31 
1,398 
(5) 
1,393 

$ 

$ 

$ 

2006	

35,798 
3,674 
(16,610) 
22,862 
2,417 
(684) 
1,733 

  Property and equipment, net of accumulated depreciation,

  depletion and amortization 

$ 

24,595 

2005	

1,113
206
173
78
1,570
(5)
1,565

2005	

29,257
2,704
(14,398)
17,563
1,863
(515)
1,348

18,911

The	costs	not	subject	to	amortization	relate	to	unproved	properties	which	are	excluded	from	amortized	capital	costs	until	it	is	determined	whether	or	not	proved	
reserves	can	be	assigned	to	such	properties.	The	excluded	properties	are	assessed	for	impairment	quarterly.	Subject	to	industry	conditions,	evaluation	of	most	of	these	
properties,	and	the	inclusion	of	their	costs	in	the	amortized	capital	costs	is	expected	to	be	completed	within	five	years.
The	following	is	a	summary	of	Devon’s	oil	and	gas	properties	not	subject	to	amortization	as	of	December	31,	2006:

  Acquisition costs 
  Exploration costs 
  Development costs 
  Capitalized interest 

  Total oil and gas properties not subject to amortization 

2006	

2005	

CoStS	inCurred	in	

2004	

(IN	MILLIoNs)

$ 

$ 

1,357 
423 
130 
70 
1,980 

296 
239 
19 
56 
610 

119 
86 
— 
52 
257 

prior	to
2004	

691 
62 
39 
35 
827 

total

2,463
810
188
213
3,674

At	December	31,	2006,	Devon’s	investment	in	countries	where	proved	reserves	have	not	been	established	was	$61	million,	consisting	of	$56	million	in	Nigeria	and	

$5	million	in	Ghana.

71

		
	
	
	
		
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
	
	
		
		
	
	
	
	
	
	
 
 
 
 
 
notes	

Chief	acquisition

On	June	29,	2006,	Devon	acquired	the	oil	and	gas	assets	of	privately-owned	Chief	Holdings	LLC	(“Chief”).	Devon	paid	$2.0	billion	in	cash	and	assumed	

approximately	$0.2	billion	of	net	liabilities	in	the	transaction	for	a	total	purchase	price	of	$2.2	billion.	Devon	funded	the	acquisition	price,	and	the	immediate	retirement	
of	$180	million	of	assumed	debt,	with	$718	million	of	cash	on	hand	and	approximately	$1.4	billion	of	borrowings	issued	under	its	commercial	paper	program.	The	
acquired	oil	and	gas	properties	consist	of	99.7	MMBoe	(unaudited)	of	proved	reserves	and	leasehold	totaling	169,000	net	acres	located	in	the	Barnett	Shale	area	of	north	
Texas.	Devon	allocated	approximately	$1.0	billion	of	the	purchase	price	to	proved	reserves	and	approximately	$1.2	billion	to	unproved	properties.

property	divestitures

During	2005,	Devon	divested	certain	non-core	oil	and	gas	properties	in	the	offshore	Gulf	of	Mexico	and	onshore	in	the	United	States	and	Canada.	From	these	sales,	

Devon	received	$2.0	billion	of	gross	proceeds.	After-tax,	the	proceeds	were	approximately	$1.8	billion.	Certain	information	regarding	these	sales	is	included	in	the	
following	table.

  Gross proceeds 
  After-tax proceeds 
  Asset retirement obligations assumed by purchasers 
  Reserves sold (MMBoe) (unaudited) 

united	StateS	

Canada	

total

$ 
$ 
$ 

966 
786 
160 
89 

(IN	MILLIoNs)

1,029 
1,027 
39 
87 

1,995
1,813
199
176

Under	full	cost	accounting	rules,	a	gain	or	loss	on	the	sale	or	other	disposition	of	oil	and	gas	properties	is	not	recognized	unless	the	gain	or	loss	would	significantly	
alter	the	relationship	between	capitalized	costs	and	proved	reserves	of	oil	and	gas	attributable	to	a	cost	center.	Because	the	2005	divestitures	did	not	significantly	alter	
such	relationship,	Devon	did	not	recognize	a	gain	or	loss	on	these	divestitures.	Therefore,	the	proceeds	from	these	transactions	were	recognized	as	an	adjustment	of	
capitalized	costs	in	the	respective	cost	centers.

On	November	14,	2006,	Devon	announced	that	it	intends	to	divest	its	operations	in	Egypt.	Also,	on	January	23,	2007,	Devon	announced	that	it	intends	to	divest	its	

operations	in	West	Africa.	See	Note	13	for	more	discussion	regarding	these	planned	divestitures.

asset	retirement	obligations

Following	is	a	reconciliation	of	the	asset	retirement	obligation	for	the	years	ended	December	31,	2006	and	2005.

  Asset retirement obligation as of beginning of year 
  Liabilities incurred 
  Liabilities settled 
  Liabilities assumed by others 
  Revision of estimated obligation 
  Accretion expense on discounted obligation 
  Foreign currency translation adjustment 
  Asset retirement obligation as of end of year 
  Less current portion 
  Asset retirement obligation, long-term 

Year	ended	deCemBer	31,	

(IN	MILLIoNs)

2006	

660 
102 
(62) 
— 
149 
49 
(4) 
894 
61 
833 

$ 

$ 

2005	

731
44
(42)
(199)
76
43
7
660
50
610

72

		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
	
		
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

4.		deBt	and	related	expenSeS

A	summary	of	Devon’s	short-term	and	long-term	debt	is	as	follows:	

  Commercial paper 
  Debentures exchangeable into shares of Chevron Corporation

$ 

1,808 

2006	

deCemBer	31,	

(IN	MILLIoNs)

common stock: 

  4.90% due August 15, 2008 
  4.95% due August 15, 2008 
  Discount on exchangeable debentures 

  Other debentures and notes: 
  2.75% due August 1, 2006 
  6.55% due August 2, 2006 ($200 million Canadian) 
  4.375% due October 1, 2007 
  10.125% due November 15, 2009 
  6.875% due September 30, 2011 
  7.25% due October 1, 2011 
  8.25% due July 1, 2018 
  7.50% due September 15, 2027 
  7.875% due September 30, 2031 
  7.95% due April 15, 2032 
  Other 
  Fair value adjustment on debt related to interest rate swaps 
  Net premium on other debentures and notes 

  Less amount classified as short-term debt 
  Long-term debt 

$ 

444 
316 
(33) 

— 
— 
400 
177 
1,750 
350 
125 
150 
1,250 
1,000 
— 
(5) 
41 
7,773 
2,205 
5,568 

2005	

—

444
316
(51)

500
172
400
177
1,750
350
125
150
1,250
1,000
3
(18)
51
6,619
662
5,957

Maturities	of	short-term	and	long-term	debt	as	of	December	31,	2006,	excluding	premiums,	discounts	and	the	$5	million	fair	value	adjustment,	are	as	follows:

2007 
2008 
2009 
2010 
2011 
2012 and thereafter 
          Total 

				(in	millionS)

$ 

$ 

2,208
760
177
—
2,100
2,525
7,770

Credit	facilities	with	Banks

Devon	has	a	$2.5	billion	five-year,	syndicated,	unsecured	revolving	line	of	credit	(the	“Senior	Credit	Facility”).	The	Senior	Credit	Facility	includes	a	five-year	

revolving	Canadian	subfacility	in	a	maximum	amount	of	U.S.	$500	million.

The	Senior	Credit	Facility	matures	on	April	7,	2011,	and	all	amounts	outstanding	will	be	due	and	payable	at	that	time	unless	the	maturity	is	extended.	Prior	to	each	
April	7	anniversary	date,	Devon	has	the	option	to	extend	the	maturity	of	the	Senior	Credit	Facility	for	one	year,	subject	to	the	approval	of	the	lenders.	Devon	is	working	to	
obtain	lender	approval	to	extend	the	current	maturity	date	of	April	7,	2011	to	April	7,	2012.	If	successful,	this	maturity	date	extension	will	be	effective	on	April	7,	2007,	
provided	Devon	has	not	experienced	a	“material	adverse	effect,”	as	defined	in	the	Senior	Credit	Facility	agreement,	at	that	date.

Amounts	borrowed	under	the	Senior	Credit	Facility	may,	at	the	election	of	Devon,	bear	interest	at	various	fixed	rate	options	for	periods	of	up	to	twelve	months.	
Such	rates	are	generally	less	than	the	prime	rate.	Devon	may	also	elect	to	borrow	at	the	prime	rate.	The	Senior	Credit	Facility	currently	provides	for	an	annual	facility	fee	
of	$2.3	million	that	is	payable	quarterly	in	arrears.

The	agreement	governing	the	Senior	Credit	Facility	contains	certain	covenants	and	restrictions,	including	a	maximum	allowed	debt-to-capitalization	ratio	of	65%	
as	defined	in	the	agreement.	The	credit	agreement	contains	definitions	of	total	funded	debt	and	total	capitalization	that	include	adjustments	to	the	respective	amounts	
reported	in	Devon’s	consolidated	financial	statements.	Per	the	agreement,	total	funded	debt	excludes	the	debentures	that	are	exchangeable	into	shares	of	Chevron	
Corporation	common	stock.		Also,	total	capitalization	is	adjusted	to	add	back	noncash	financial	writedowns	such	as	full	cost	ceiling	property	impairments	or	goodwill	
impairments.	At	December	31,	2006,	Devon	was	in	compliance	with	such	covenants	and	restrictions.	Devon’s	debt-to-capitalization	ratio	at	December	31,	2006,	as	
calculated	pursuant	to	the	terms	of	the	agreement,	was	27.3%.

73

		
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
   
 
 
 
 
   
 
 
 
 
   
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

As	of	December	31,	2006,	there	were	no	borrowings	under	the	Senior	Credit	Facility.	The	available	capacity	under	the	Senior	Credit	Facility	as	of	December	31,	2006,	

net	of	$284	million	of	outstanding	letters	of	credit	and	$1.8	billion	of	outstanding	commercial	paper,	was	approximately	$408	million.

Commercial	paper

Devon	also	has	a	commercial	paper	program	under	which	it	may	borrow	up	to	$2	billion.	Borrowings	under	the	commercial	paper	program	reduce	available	
capacity	under	the	Senior	Credit	Facility	on	a	dollar-for-dollar	basis.	Commercial	paper	debt	generally	has	a	maturity	of	between	seven	to	90	days,	although	it	can	have	a	
maturity	of	up	to	365	days,	and	bears	interest	at	rates	agreed	to	at	the	time	of	the	borrowing.	The	interest	rate	is	based	on	a	standard	index	such	as	the	Federal	Funds	
Rate,	LIBOR,	or	the	money	market	rate	as	found	on	the	commercial	paper	market.	As	of	December	31,	2006,	Devon	had	$1.8	billion	of	commercial	paper	debt	outstanding	
at	an	average	rate	of	5.37%.	The	$1.8	billion	of	commercial	paper	is	classified	as	short-term	debt	in	the	accompanying	consolidated	balance	sheet.

exchangeable	debentures

The	exchangeable	debentures	consist	of	$444	million	of	4.90%	debentures	and	$316	million	of	4.95%	debentures.	The	exchangeable	debentures	were	issued	on	

August	3,	1998	and	mature	August	15,	2008.	The	exchangeable	debentures	were	callable	beginning	August	15,	2000,	initially	at	104.0%	of	principal	and	at	prices	
declining	to	100.5%	of	principal	on	or	after	August	15,	2007.	At	December	31,	2006,	the	call	price	was	101%	of	principal.	The	exchangeable	debentures	are	exchangeable	
at	the	option	of	the	holders	at	any	time	prior	to	maturity,	unless	previously	redeemed,	for	shares	of	Chevron	common	stock.	In	lieu	of	delivering	Chevron	common	stock	
to	an	exchanging	debenture	holder,	Devon	may,	at	its	option,	pay	to	such	holder	an	amount	of	cash	equal	to	the	market	value	of	the	Chevron	common	stock.	At	maturity,	
holders	who	have	not	exercised	their	exchange	rights	will	receive	an	amount	in	cash	equal	to	the	principal	amount	of	the	debentures.

As	of	December	31,	2006,	Devon	beneficially	owned	approximately	14.2	million	shares	of	Chevron	common	stock.	These	shares	have	been	deposited	with	an	
exchange	agent	for	possible	exchange	for	the	exchangeable	debentures.	Each	$1,000	principal	amount	of	the	exchangeable	debentures	is	exchangeable	into	18.6566	
shares	of	Chevron	common	stock,	an	exchange	rate	equivalent	to	$53.60	per	share	of	Chevron	stock.

The	exchangeable	debentures	were	assumed	as	part	of	the	1999	PennzEnergy	acquisition.	As	a	result,	the	fair	values	of	the	exchangeable	debentures	were	
determined	as	of	August	17,	1999,	based	on	market	quotations.	In	accordance	with	derivative	accounting	standards,	the	total	fair	value	of	the	debentures	was	allocated	
between	the	interest-bearing	debt	and	the	option	to	exchange	Chevron	common	stock	that	is	embedded	in	the	debentures.	Accordingly,	a	discount	was	recorded	on	the	
debentures	and	is	being	accreted	using	the	effective	interest	method	which	raised	the	effective	interest	rate	on	the	debentures	to	7.76%.

other	debentures	and	notes

Following	are	descriptions	of	the	various	other	debentures	and	notes	outstanding	at	December	31,	2006,	as	listed	in	the	table	presented	at	the	beginning	of	this	

note.	

Ocean Debt		In	connection	with	the	2003	Ocean	merger,	Devon	assumed	$1.8	billion	of	debt.	The	table	below	summarizes	the	debt	assumed	which	remains	
outstanding,	the	fair	value	of	the	debt	at	April	25,	2003,	and	the	effective	interest	rate	of	the	debt	assumed	after	determining	the	fair	values	of	the	respective	notes	using	
April	25,	2003,	market	interest	rates.	The	premiums	are	being	amortized	using	the	effective	interest	method.	All	of	the	notes	are	general	unsecured	obligations	of	Devon.

deBt	aSSumed	

  4.375% due October 2007 (principal of $400 million) 
  7.250% due October 2011 (principal of $350 million) 
  8.250% due July 2018 (principal of $125 million) 
  7.500% due September 2027 (principal of $150 million) 

fair	value	of		
deBt	aSSumed	

(IN	MILLIoNs)	

$ 
$ 
$ 
$ 

410 
406 
147 
169 

effeCtive	rate	of
deBt	aSSumed

3.8%
4.9%
5.5%
6.5%

The	$400	million	4.375%	senior	notes	due	in	October	of	2007	are	subject	to	a	fixed-to-floating	interest	rate	swap.	Through	the	use	of	this	swap,	this	fixed-rate	debt	

has	been	converted	to	floating-rate	debt	bearing	interest	equal	to	LIBOR	plus	40	basis	points.

	10.125% Debentures due November 15, 2009		These	debentures	were	assumed	as	part	of	the	PennzEnergy	acquisition.	The	fair	value	of	the	debentures	was	
determined	using	August	17,	1999,	market	interest	rates.	As	a	result,	a	premium	was	recorded	on	these	debentures	which	lowered	the	effective	interest	rate	to	8.9%.	The	
premium	is	being	amortized	using	the	effective	interest	method.

6.875% Notes due September 30, 2011 and 7.875% Debentures due September 30, 2031		On	October	3,	2001,	Devon,	through	Devon	Financing	Corporation,	

U.L.C.	(“Devon	Financing”),	sold	these	notes	and	debentures	which	are	unsecured	and	unsubordinated	obligations	of	Devon	Financing.	Devon	has	fully	and	
unconditionally	guaranteed	on	an	unsecured	and	unsubordinated	basis	the	obligations	of	Devon	Financing	under	the	debt	securities.	The	proceeds	from	the	issuance	of	
these	debt	securities	were	used	to	fund	a	portion	of	the	Anderson	acquisition.

7.95% Notes due April 15, 2032		On	March	25,	2002,	Devon	sold	these	notes	which	are	unsecured	and	unsubordinated	obligations	of	Devon.	The	net	proceeds	

received,	after	discounts	and	issuance	costs,	were	$986	million	and	were	used	to	retire	other	indebtedness.

74

	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
	
notes

interest	expense

The	following	schedule	includes	the	components	of	interest	expense	between	2004	and	2006.

Interest based on debt outstanding 

  Capitalized interest 
  Other interest  

  Total interest expense 

2006	

486 
(79) 
14 
421 

$ 

$ 

Year	ended	deCemBer	31,	
2005	

(IN	MILLIoNs)

507 
(70) 
96 
533 

2004	

513
(70)
32
475

Interest	based	on	debt	outstanding	decreased	from	2004	to	2006	primarily	due	to	the	net	effect	of	debt	repayments	during	2005	and	2006	partially	offset	by	the	

effect	of	commercial	paper	borrowings	during	the	last	half	of	2006.		

During	2005,	Devon	redeemed	its	$400	million	6.75%	notes	due	March	15,	2011	and	its	zero	coupon	convertible	senior	debentures	prior	to	their	scheduled	maturity	

dates.	The	other	interest	category	in	the	table	above	includes	$81	million	in	2005	related	to	these	early	retirements.

During	2004,	Devon	repaid	the	balance	under	its	$3	billion	term	loan	credit	facility	prior	to	the	scheduled	repayment	date.	The	other	interest	category	in	the	table	

above	includes	$16	million	in	2004	related	to	this	early	repayment.

5.		finanCial	inStrumentS

The	following	table	presents	the	carrying	amounts	and	estimated	fair	values	of	Devon’s	financial	instrument	assets	(liabilities)	at	December	31,	2006	and	2005.

Investment in Chevron Corporation common stock 

  Oil and gas price hedge agreements 

Interest rate swap agreements 

  Embedded option in exchangeable debentures 
  Debt  

2006	

2005	

CarrYinG		
amount	

fair		
value	

CarrYinG		
amount	

fair
value

(IN	MILLIoNs)

$ 
$ 
$ 
$ 
$ 

1,043 
39 
(6) 
(302)  
(7,773) 

1,043 
39 
(6) 
(302) 
(8,725) 

805 
— 
(22) 
(121)  
(6,619) 

805
—
(22)
(121) 
(7,642)

The	following	methods	and	assumptions	were	used	to	estimate	the	fair	values	of	the	financial	instruments	in	the	above	table.	The	carrying	values	of	cash	and	cash	

equivalents,	short-term	investments,	accounts	receivable	and	accounts	payable	(including	income	taxes	payable	and	accrued	expenses)	included	in	the	accompanying	
consolidated	balance	sheets	approximated	fair	value	at	December	31,	2006	and	2005.

Investment in Chevron Corporation common stock 		The	fair	value	of	this	investment	is	based	on	a	quoted	market	price.
Oil and gas price hedge agreements 	The	fair	values	of	the	oil	and	gas	price	hedges	were	based	on	either	(a)	an	internal	discounted	cash	flow	calculation,	(b)	quotes	

obtained	from	the	counterparty	to	the	hedge	agreement	or	(c)	quotes	provided	by	brokers.

Interest rate swap agreements 	The	fair	values	of	the	interest	rate	swaps	are	based	on	internal	discounted	cash	flow	calculations,	using	market	quotes	of	future	

interest	rates,	or	quotes	obtained	from	counterparties.

Embedded option in exchangeable debentures 	The	fair	value	of	the	embedded	option	is	based	on	a	quote	obtained	from	a	broker.
Debt  The	fair	values	of	fixed-rate	debt	are	based	on	quotes	obtained	from	brokers	or	by	discounting	the	principal	and	interest	payments	at	rates	available	for	debt	
of	similar	terms	and	maturity.	The	fair	values	of	floating-rate	debt	are	estimated	to	approximate	the	carrying	amounts	because	the	interest	rates	paid	on	such	debt	are	
generally	set	for	periods	of	three	months	or	less.	

75

		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
notes	

6.		retirement	planS

Devon	has	various	non-contributory	defined	benefit	pension	plans,	including	qualified	plans	(“Qualified	Plans”)	and	nonqualified	plans	(“Supplemental	Plans”).	

The	Qualified	Plans	provide	retirement	benefits	for	U.S.	and	Canadian	employees	meeting	certain	age	and	service	requirements.	Benefits	for	the	Qualified	Plans	are	
based	on	the	employee’s	years	of	service	and	compensation	and	are	funded	from	assets	held	in	the	plans’	trusts.

Devon	has	a	funding	policy	regarding	the	Qualified	Plans	such	that	it	will	contribute	the	amount	of	funds	necessary	so	that	the	Qualified	Plans’	assets	will	be	
approximately	equal	to	the	related	accumulated	benefit	obligation.	As	of	December	31,	2006	and	2005,	the	fair	value	of	the	Qualified	Plans’	assets	were	$590	million	and	
$533	million,	respectively,	which	was	$59	million	and	$37	million	more,	respectively,	than	the	related	accumulated	benefit	obligation.	The	actual	amount	of	contribu-
tions	required	during	future	periods	will	depend	on	investment	returns	from	the	plan	assets	during	the	same	period	as	well	as	changes	in	long-term	interest	rates.

The	Supplemental	Plans	provide	retirement	benefits	for	certain	employees	whose	benefits	under	the	Qualified	Plans	are	limited	by	income	tax	regulations.	The	
Supplemental	Plans’	benefits	are	based	on	the	employee’s	years	of	service	and	compensation.	For	certain	Supplemental	Plans,	Devon	has	established	trusts	to	fund	these	
plans’	benefit	obligations.	The	total	value	of	these	trusts	was	$59	million	at	both	December	31,	2006	and	2005,	and	is	included	in	non-current	other	assets	in	the	
consolidated	balance	sheets.	For	the	remaining	Supplemental	Plans	for	which	trusts	have	not	been	established,	benefits	are	funded	from	Devon’s	available	cash	and	cash	
equivalents.

Devon	also	has	defined	benefit	postretirement	plans	(“Postretirement	Plans”)	which	provide	benefits	for	substantially	all	U.S.	employees.	The	Postretirement	Plans	

provide	medical	and,	in	some	cases,	life	insurance	benefits	and	are,	depending	on	the	type	of	plan,	either	contributory	or	non-contributory.	Benefit	obligations	for	the	
Postretirement	Plans	are	estimated	based	on	future	cost-sharing	changes	that	are	consistent	with	Devon’s	expressed	intent	to	increase,	where	possible,	contributions	
from	future	retirees.	Devon’s	funding	policy	for	the	Postretirement	Plans	is	to	fund	the	benefits	as	they	become	payable	with	available	cash	and	cash	equivalents.

Devon	uses	a	November	30	measurement	date	to	value	its	pension	and	other	postretirement	benefits	obligations.	As	described	in	Note	1,	Devon	will	be	required	to	

use	a	December	31	measurement	date	beginning	with	the	fiscal	year	ending	December	31,	2008.	Devon	does	not	expect	the	change	in	its	measurement	date	from	
November	30	to	December	31	will	have	a	material	effect	on	the	net	periodic	benefit	cost	or	benefit	obligation.

Benefit	obligations	and	plan	assets

Beginning	with	Devon’s	December	31,	2006	balance	sheet,	Statement	of	Financial	Accounting	Standards	No.	158,	Employers’ Accounting for Defined Benefit Pension 
and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) requires	Devon	to	recognize	on	its	consolidated	balance	sheet	the	funded	
status	of	its	defined	benefit	plans.	The	funded	status	is	measured	as	the	difference	between	the	projected	benefit	obligation	and	the	fair	value	of	plan	assets.	The	follow-
ing	table	presents	the	incremental	effect	on	Devon’s	December	31,	2006	balance	sheet	as	a	result	of	adopting	this	recognition	requirement	from	Statement	No.	158.

  Other noncurrent assets 
  Total assets 
  Other current liabilities 
  Other noncurrent liabilities 
  Deferred income taxes 
  Accumulated other comprehensive income 
  Total stockholders’ equity 
  Total liabilities and stockholders’ equity 

Before	
adjuStment	

adoption		
adjuStment	

(IN	MILLIoNs)

after
adjuStment	

$ 
$ 
$ 
$ 
$ 
$ 
$ 
$ 

448 
35,189 
326 
517 
5,729 
1,584 
17,582 
35,189 

(126) 
(126) 
12 
81 
(79) 
(140) 
(140) 
(126) 

322
35,063
338
598
5,650
1,444
17,442
35,063

76

	
	
		
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

The	following	table	presents	the	status	of	Devon’s	pension	and	other	postretirement	benefit	plans	for	2006	and	2005.	The	benefit	obligation	for	pension	plans	

represents	the	projected	benefit	obligation,	while	the	benefit	obligation	for	the	postretirement	benefit	plans	represents	the	accumulated	benefit	obligation.	The	
accumulated	benefit	obligation	differs	from	the	projected	benefit	obligation	in	that	the	former	includes	no	assumption	about	future	compensation	levels.	The	
accumulated	benefit	obligation	for	pension	plans	at	December	31,	2006	and	2005	was	$652	million	and	$607	million,	respectively.

ChAngE in bEnEFit ObligAtiOn: 
  Benefit obligation at beginning of year 
  Service cost 
Interest cost 

    Participant contributions 
    Amendments 
    Foreign exchange rate changes 
    Actuarial loss 
    Benefits paid 
    Benefit obligation at end of year 

ChAngE in PlAn ASSEtS: 
  Fair value of plan assets at beginning of year 
    Actual return on plan assets 
    Employer contributions 
    Participant contributions 
    Benefits paid 
    Foreign exchange rate changes 
    Fair value of plan assets at end of year 

Funded status at end of year 
Unrecognized net actuarial loss 
Unrecognized prior service cost (benefit) 
  Net amount recognized in balance sheet 

AMOuntS RECOgnizED in bAlAnCE ShEEt: 
  Noncurrent assets 
    Current liabilities 
    Noncurrent liabilities 
    Prepaid cost 
    Accrued benefit cost 
Intangible asset 

    Additional minimum pension liability 

  Net amount 

AMOuntS RECOgnizED in ACCuMulAtED OthER COMPREhEnSivE inCOME: 
  Net actuarial loss 
    Prior service cost (benefit) 

  Total  

penSion	
BenefitS	

other	
poStretirement
BenefitS

2006	

2005	

2006	

2005

(IN	MILLIoNs)

$ 

$ 

$ 

$ 

$ 

$ 

666 
23 
39 
— 
2 
1 
66 
(29) 
768 

533 
79 
6 
— 
(29) 
1 
590 

(178) 
— 
— 
(178) 

2 
(7) 
(173) 
— 
— 
— 
— 
(178) 

214 
6 
220 

588 
18 
35 
— 
— 
1 
50 
(26) 
666 

456 
37 
65 
— 
(26) 
1 
533 

(133) 
195 
6 
68 

— 
— 
— 
144 
(109) 
3 
30 
68 

— 
— 
— 

54 
1 
3 
2 
1 
— 
— 
(9) 
52 

— 
— 
6 
2 
(8) 
— 
— 

(52) 
       — 
       — 
(52) 

— 
(5) 
(47) 
— 
— 
— 
— 
(52) 

6 
(7) 
(1) 

50
1
3
2
—
—
6
(8)
54

—
—
6
2
(8)
—
—

(54)
7
(8)
(55)

—
—
—
—
(55)
—
—
(55)

—
—
—

The	plan	assets	for	pension	benefits	in	the	table	above	exclude	the	assets	held	in	trusts	for	the	Supplemental	Plans.	However,	employer	contributions	for	pension	
benefits	in	the	table	above	include	$6	million	and	$5	million	in	2006	and	2005,	respectively,	which	were	transferred	from	the	trusts	established	for	the	Supplemental	
Plans.

77

	
	
		
	
	
	
		
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
   
 
 
 
 
 
 
notes	

Certain	of	Devon’s	pension	and	postretirement	plans	have	a	projected	benefit	obligation	in	excess	of	plan	assets	at	December	31,	2006	and	2005.	The	aggregate	

benefit	obligation	and	fair	value	of	plan	assets	for	these	plans	is	included	below.

Projected benefit obligation 
Fair value of plan assets 

$ 
$ 

755 
574 

2006	

deCemBer	31,	

(IN	MILLIoNs)

2005	

707
518

Certain	of	Devon’s	pension	plans	have	an	accumulated	benefit	obligation	in	excess	of	plan	assets	at	December	31,	2006	and	2005.	The	aggregate	accumulated	

benefit	obligation	and	fair	value	of	plan	assets	for	these	plans	is	included	below.

Accumulated benefit obligation 
Fair value of plan assets 

$ 
$ 

121 
— 

2006	

deCemBer	31,	

(IN	MILLIoNs)

2005	

111
—

The	plan	assets	included	in	the	above	two	tables	exclude	the	Supplemental	Plan	trusts	which	had	a	total	value	of	$59	million	at	both	December	31,	2006	and	2005.

net	periodic	Benefit	Cost	and	other	Comprehensive	income

The	following	table	presents	the	components	of	net	periodic	benefit	cost	and	other	comprehensive	income	for	Devon’s	pension	and	other	postretirement	benefit	

plans	for	2006,	2005	and	2004.

nEt PERiODiC bEnEFit COSt:
  Service cost 
Interest cost 

    Expected return on plan assets 
    Termination benefits 
    Amortization of prior service cost 
    Recognition of net actuarial loss 
    Net periodic benefit cost 

OthER COMPREhEnSivE inCOME: 
    Change in additional minimum pension liability 

2006	

penSion	BenefitS	
2005	

2004	

2006	

(IN	MILLIoNs)

other
poStretirement		BenefitS
2005	

2004

$ 

$ 

$ 

23 
39 
(44) 
— 
1 
12 
31 

18 
35 
(36) 
— 
1 
8 
26 

15 
32 
(30) 
1 
1 
7 
26 

30 

(8) 

61 

1 
3 
— 
— 
— 
1 
5 

— 

1 
3 
— 
— 
(1) 
— 
3 

— 

 1
 4
 —
 —
 (1)
 —
 4

 —

The	following	table	presents	the	estimated	net	actuarial	loss	and	prior	service	cost	for	the	pension	and	other	postretirement	plans	that	will	be	amortized	from	

penSion	
BenefitS	

$ 

$ 

15 
1 
16 

other	
poStretirement
BenefitS

(IN	MILLIoNs)

1
—
1

accumulated	other	comprehensive	income	into	net	periodic	benefit	cost	during	2007.

  Net actuarial loss 
  Prior service cost 

  Total  

78

	
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
		
	
	
	
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
	
	
	
	
 
 
 
 
 
notes

assumptions

The	following	table	presents	the	weighted	average	actuarial	assumptions	that	were	used	to	determine	benefit	obligations	and	net	periodic	benefit	costs	for	2006,	

2005	and	2004.

ASSuMPtiOnS tO DEtERMinE bEnEFit ObligAtiOnS:
  Discount rate 
  Rate of compensation increase 

ASSuMPtiOnS tO DEtERMinE nEt PERiODiC bEnEFit COSt: 
  Discount rate 
  Expected return on plan assets 
  Rate of compensation increase 

2006	

penSion	BenefitS	
2005	

2004	

2006	

(IN	MILLIoNs)

other
poStretirement		BenefitS
2005	

2004

5.72% 
7.00% 

5.72% 
4.50% 

5.74% 
4.50% 

5.50% 
N/A 

5.75% 
N/A 

5.75%
N/A

5.72% 
8.40% 
4.50% 

5.98% 
8.40% 
4.50% 

6.23% 
8.34% 
4.88% 

5.75% 
N/A 
N/A 

6.00% 
N/A 
N/A 

6.25%
N/A
N/A

Discount rate		Future	pension	and	postretirement	obligations	are	discounted	at	the	end	of	each	year	based	on	the	rate	at	which	obligations	could	be	effectively	

settled,	considering	the	timing	of	estimated	benefit	payments.	This	rate	is	based	on	high-quality	bond	yields,	after	allowing	for	call	and	default	risk.	High	quality	
corporate	bond	yield	indices,	such	as	Moody’s	Aa,	are	considered	when	selecting	the	discount	rate.

Rate of compensation increase		For	measurement	of	the	2006	benefit	obligation	for	the	pension	plans,	the	7%	compensation	increase	in	the	table	above	represents	

the	assumed	increase	for	2007	and	2008.	The	rate	was	assumed	to	decrease	one	percent	annually	to	5%	in	the	year	2010	and	remain	at	that	level	thereafter.	For	
measurement	of	the	2005	and	2004	benefit	obligations	for	the	pension	plans,	the	compensation	increases	in	the	table	above	represent	the	assumed	increases	for	all	
future	years.

Expected return on plan assets		Devon’s	overall	investment	objective	for	its	retirement	plans’	assets	is	to	achieve	long-term	growth	of	invested	capital	to	ensure	
payments	of	retirement	benefits	obligations	can	be	funded	when	required.	To	assist	in	achieving	this	objective,	Devon	has	established	certain	investment	strategies,	
including	target	allocation	percentages	and	permitted	and	prohibited	investments,	designed	to	mitigate	risks	inherent	with	investing.	At	December	31,	2006,	the	target	
investment	allocation	for	Devon’s	plan	assets	was	50%	U.S.	large	cap	equity	securities;	15%	U.S.	small	cap	equity	securities,	equally	allocated	between	growth	and	value;	
15%	international	equity	securities,	equally	allocated	between	growth	and	value;	and	20%	debt	securities.	Derivatives	or	other	speculative	investments	considered	high-
risk	are	generally	prohibited.

The	expected	rate	of	return	on	plan	assets	was	determined	by	evaluating	input	from	external	consultants	and	economists	as	well	as	long-term	inflation	
assumptions.	Devon	expects	the	long-term	asset	allocation	to	approximate	the	targeted	allocation.	Therefore,	the	expected	long-term	rate	of	return	on	plan	assets	is	
based	on	the	target	allocation	of	investment	types	in	such	assets.

The	following	table	presents	the	weighted-average	asset	allocation	for	Devon’s	pension	plans	at	December	31,	2006	and	2005,	and	the	target	allocation	for	2007	by	

asset	category:

ASSEt CAtEgORY: 
  Equity securities 
  Debt securities 
  Other 

  Total 

2007	

2006	

(IN	MILLIoNs)

2005	

80% 
20% 
 — 
100% 

83% 
17% 
  — 
100% 

83%
16%
1%
100%

Other assumptions  For	measurement	of	the	benefit	obligation	for	the	other	postretirement	medical	plans,	a	10%	annual	rate	of	increase	in	the	per	capita	cost	of	
covered	health	care	benefits	was	assumed	for	2007.	The	rate	was	assumed	to	decrease	one	percent	annually	to	5%	in	the	year	2012	and	remain	at	that	level	thereafter.	
Assumed	health	care	cost-trend	rates	affect	the	amounts	reported	for	retiree	health	care	costs.	A	one-percentage-point	change	in	the	assumed	health	care	cost-trend	
rates	would	have	the	following	effects	on	the	December	31,	2006	other	postretirement	benefits	obligation	and	the	2006	service	and	interest	cost	components	of	net	
periodic	benefit	cost.

  Effect on benefit obligation 
  Effect on service and interest costs 

one		perCent	
inCreaSe	

$ 
1 
$  — 

(IN	MILLIoNs)

one		perCent
deCreaSe

(1)
—

79

	
	
	
	
	
	
	
		
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
	
	
	
 
 
 
 
 
 
 
 
  
 
 
 
 
	
	
	
	
	
	
 
 
 
 
 
 
 
 
notes	

expected	Cash	flows

The	following	table	presents	expected	cash	flow	information	for	Devon’s	pension	and	other	postretirement	benefit	plans.

  Devon contributions – 2007 

  Benefit payments: 
  2007 
  2008 
  2009 
  2010 
  2011 
  2012-2016 

penSion	
BenefitS	

$ 

7 

30 
$ 
31 
$ 
33 
$ 
35 
$ 
$ 
37 
$  245 

other	
poStretirement
BenefitS

(IN	MILLIoNs)

5

5
5
5
5
5
21

Expected	contributions	included	in	the	table	above	include	amounts	related	to	Devon’s	Qualified	Plans,	Supplemental	Plans	and	Postretirement	Plans.	Of	the	
benefits	expected	to	be	paid	in	2007,	$7	million	of	pension	benefits	is	expected	to	be	funded	from	the	trusts	established	for	the	Supplemental	Plans	and	all	$5	million	of	
other	postretirement	benefits	is	expected	to	be	funded	from	Devon’s	available	cash	and	cash	equivalents.	Expected	employer	contributions	and	benefit	payments	for	
other	postretirement	benefits	are	presented	net	of	employee	contributions.

other	Benefit	plans

Devon	has	a	401(k)	Incentive	Savings	Plan	which	covers	all	domestic	employees.	At	its	discretion,	Devon	may	match	a	certain	percentage	of	the	employees’	
contributions	to	the	plan.	The	matching	percentage	is	determined	annually	by	the	Board	of	Directors.	Devon’s	matching	contributions	to	the	plan	were	$15	million,	$12	
million	and	$11	million	for	the	years	ended	December	31,	2006,	2005	and	2004,	respectively.

Devon	has	defined	contribution	pension	plans	for	its	Canadian	employees.	Devon	makes	a	contribution	to	each	employee	which	is	based	upon	the	employee’s	base	
compensation	and	classification.	Such	contributions	are	subject	to	maximum	amounts	allowed	under	the	Income	Tax	Act	(Canada).	Devon	also	has	a	savings	plan	for	its	
Canadian	employees.	Under	the	savings	plan,	Devon	contributes	a	base	percentage	amount	to	all	employees	and	the	employee	may	elect	to	contribute	an	additional	
percentage	amount	(up	to	a	maximum	amount)	which	is	matched	by	additional	Devon	contributions.	During	2006,	2005	and	2004,	Devon’s	combined	contributions	to	
the	Canadian	defined	contribution	plan	and	the	Canadian	savings	plan	were	$12	million,	$10	million	and	$9	million,	respectively.

7.		StoCkholderS’	equitY

The	authorized	capital	stock	of	Devon	consists	of	800	million	shares	of	common	stock,	par	value	$0.10	per	share,	and	4.5	million	shares	of	preferred	stock,	par	value	

$1.00	per	share.	The	preferred	stock	may	be	issued	in	one	or	more	series,	and	the	terms	and	rights	of	such	stock	will	be	determined	by	the	Board	of	Directors.

Effective	August	17,	1999,	Devon	issued	1.5	million	shares	of	6.49%	cumulative	preferred	stock,	Series	A,	to	holders	of	PennzEnergy	6.49%	cumulative	preferred	

stock,	Series	A.	Dividends	on	the	preferred	stock	are	cumulative	from	the	date	of	original	issue	and	are	payable	quarterly,	in	cash,	when	declared	by	the	Board	of	
Directors.	The	preferred	stock	is	redeemable	at	the	option	of	Devon	at	any	time	on	or	after	June	2,	2008,	in	whole	or	in	part,	at	a	redemption	price	of	$100	per	share,	plus	
accrued	and	unpaid	dividends	to	the	redemption	date.

Devon’s	Board	of	Directors	has	designated	a	certain	number	of	shares	of	the	preferred	stock	as	Series	A	Junior	Participating	Preferred	Stock	(the	“Series	A	Junior	

Preferred	Stock”)	in	connection	with	the	adoption	of	the	shareholder	rights	plan	described	later	in	this	note.		On	April	25,	2003,	the	Board	increased	the	designated	
shares	from	2.0	million	to	2.9	million.	At	December	31,	2006,	there	were	no	shares	of	Series	A	Junior	Preferred	Stock	issued	or	outstanding.	The	Series	A	Junior	Preferred	
Stock	is	entitled	to	receive	cumulative	quarterly	dividends	per	share	equal	to	the	greater	of	$1.00	or	200	times	the	aggregate	per	share	amount	of	all	dividends	(other	
than	stock	dividends)	declared	on	common	stock	since	the	immediately	preceding	quarterly	dividend	payment	date	or,	with	respect	to	the	first	payment	date,	since	the	
first	issuance	of	Series	A	Junior	Preferred	Stock.	Holders	of	the	Series	A	Junior	Preferred	Stock	are	entitled	to	200	votes	per	share	(subject	to	adjustment	to	prevent	
dilution)	on	all	matters	submitted	to	a	vote	of	the	stockholders.	The	Series	A	Junior	Preferred	Stock	is	neither	redeemable	nor	convertible.	The	Series	A	Junior	Preferred	
Stock	ranks	prior	to	the	common	stock	but	junior	to	all	other	classes	of	Preferred	Stock.

At	December	31,	2003,	a	subsidiary	of	Devon	created	in	the	Ocean	merger	had	38,000	shares	of	convertible	preferred	stock	outstanding.	In	January	2004,	these	

shares	of	convertible	preferred	stock	were	canceled	and	converted	to	2,197,160	shares	of	Devon	common	stock	pursuant	to	an	automatic	conversion	feature	of	the	
preferred	stock.	The	automatic	conversion	feature	was	triggered	when	the	closing	price	of	Devon	common	stock	equaled	or	exceeded	the	forced	conversion	price	of	
$26.20	for	20	consecutive	trading	days.

80

	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
notes

Stock	repurchases

On	September	27,	2004,	Devon	announced	a	stock	repurchase	program	to	repurchase	up	to	50	million	shares	of	its	common	stock.	During	2004,	Devon	repurchased	
five	million	shares	at	a	total	cost	of	$189	million,	or	$37.78	per	share.	This	program	was	completed	in	2005,	during	which	Devon	repurchased	44.6	million	shares	at	a	total	
cost	of	$2.1	billion,	or	$47.69	per	share.	The	total	cost	of	this	program	was	$2.3	billion,	or	$46.69	per	share.

On	August	3,	2005,	Devon	announced	another	program	to	repurchase	up	to	50	million	shares	of	its	common	stock.	During	2005,	Devon	repurchased	2.2	million	
shares	at	a	cost	of	$134	million,	or	$60.16	per	share,	under	this	program.	During	2006,	Devon	repurchased	4.3	million	shares	at	a	cost	of	$253	million,	or	$59.61	per	share,	
under	this	program.	As	of	February	1,	2007,	Devon	has	repurchased	6.5	million	shares	under	this	program	for	$387	million,	or	$59.80	per	share.	This	program	was	sus-
pended	in	2006	as	a	result	of	the	Chief	acquisition	(see	Note	3).	In	conjunction	with	the	sales	of	Egypt	and	West	Africa	(see	Note	13),	Devon	expects	to	resume	this	repur-
chase	program	in	late	2007	by	using	a	portion	of	the	sale	proceeds	to	repurchase	common	stock.	Although	this	program	expires	at	the	end	of	2007,	it	could	be	extended	if	
necessary.

Shareholder	rights	plan

Under	Devon’s	shareholder	rights	plan,	stockholders	have	one	half	of	one	right	for	each	share	of	common	stock	held.	The	rights	become	exercisable	and	separately	
transferable	ten	business	days	after	(a)	an	announcement	that	a	person	has	acquired,	or	obtained	the	right	to	acquire,	15%	or	more	of	the	voting	shares	outstanding,	or	
(b)	commencement	of	a	tender	or	exchange	offer	that	could	result	in	a	person	owning	15%	or	more	of	the	voting	shares	outstanding.

Each	right	entitles	its	holder	(except	a	holder	who	is	the	acquiring	person)	to	purchase	either	(a)	1/100	of	a	share	of	Series	A	Preferred	Stock	for	$185.00,	subject	to	

adjustment	or,	(b)	Devon	common	stock	with	a	value	equal	to	twice	the	exercise	price	of	the	right,	subject	to	adjustment	to	prevent	dilution.	In	the	event	of	certain	
merger	or	asset	sale	transactions	with	another	party	or	transactions	which	would	increase	the	equity	ownership	of	a	shareholder	who	then	owned	15%	or	more	of	
Devon,	each	Devon	right	will	entitle	its	holder	to	purchase	securities	of	the	merging	or	acquiring	party	with	a	value	equal	to	twice	the	exercise	price	of	the	right.

The	rights,	which	have	no	voting	power,	expire	on	August	17,	2009.	The	rights	may	be	redeemed	by	Devon	for	$0.01	per	right	until	the	rights	become	exercisable.

dividends

Dividends	on	Devon’s	common	stock	were	paid	in	2006,	2005	and	2004	at	a	per	share	rate	of	$0.1125,	$0.075	and	$0.05	per	quarter,	respectively.

8.		CommitmentS	and	ContinGenCieS

Devon	is	party	to	various	legal	actions	arising	in	the	normal	course	of	business.	Matters	that	are	probable	of	unfavorable	outcome	to	Devon	and	which	can	be	

reasonably	estimated	are	accrued.	Such	accruals	are	based	on	information	known	about	the	matters,	Devon’s	estimates	of	the	outcomes	of	such	matters	and	its	
experience	in	contesting,	litigating	and	settling	similar	matters.	None	of	the	actions	are	believed	by	management	to	involve	future	amounts	that	would	be	material	to	
Devon’s	financial	position	or	results	of	operations	after	consideration	of	recorded	accruals	although	actual	amounts	could	differ	materially	from	management’s	estimate.

environmental	matters

Devon	is	subject	to	certain	laws	and	regulations	relating	to	environmental	remediation	activities	associated	with	past	operations,	such	as	the	Comprehensive	
Environmental	Response,	Compensation,	and	Liability	Act	(“CERCLA”)	and	similar	state	statutes.	In	response	to	liabilities	associated	with	these	activities,	accruals	have	
been	established	when	reasonable	estimates	are	possible.	Such	accruals	primarily	include	estimated	costs	associated	with	remediation.	Devon	has	not	used	discounting	
in	determining	its	accrued	liabilities	for	environmental	remediation,	and	no	material	claims	for	possible	recovery	from	third	party	insurers	or	other	parties	related	to	
environmental	costs	have	been	recognized	in	Devon’s	consolidated	financial	statements.	Devon	adjusts	the	accruals	when	new	remediation	responsibilities	are	
discovered	and	probable	costs	become	estimable,	or	when	current	remediation	estimates	must	be	adjusted	to	reflect	new	information.

Certain	of	Devon’s	subsidiaries	acquired	in	past	mergers	are	involved	in	matters	in	which	it	has	been	alleged	that	such	subsidiaries	are	potentially	responsible	
parties	(“PRPs”)	under	CERCLA	or	similar	state	legislation	with	respect	to	various	waste	disposal	areas	owned	or	operated	by	third	parties.	As	of	December	31,	2006,	
Devon’s	consolidated	balance	sheet	included	$5	million	of	non-current	accrued	liabilities,	reflected	in	“Other	liabilities,”	related	to	these	and	other	environmental	
remediation	liabilities.	Devon	does	not	currently	believe	there	is	a	reasonable	possibility	of	incurring	additional	material	costs	in	excess	of	the	current	accruals	recognized	
for	such	environmental	remediation	activities.	With	respect	to	the	sites	in	which	Devon	subsidiaries	are	PRPs,	Devon’s	conclusion	is	based	in	large	part	on	(i)	Devon’s	
participation	in	consent	decrees	with	both	other	PRPs	and	the	Environmental	Protection	Agency,	which	provide	for	performing	the	scope	of	work	required	for	
remediation	and	contain	covenants	not	to	sue	as	protection	to	the	PRPs,	(ii)	participation	in	groups	as	a	de minimis	PRP,	and	(iii)	the	availability	of	other	defenses	to	
liability.	As	a	result,	Devon’s	monetary	exposure	is	not	expected	to	be	material.

81

notes	

royalty	matters

Numerous	gas	producers	and	related	parties,	including	Devon,	have	been	named	in	various	lawsuits	alleging	violation	of	the	federal	False	Claims	Act.	The	suits	
allege	that	the	producers	and	related	parties	used	below-market	prices,	improper	deductions,	improper	measurement	techniques	and	transactions	with	affiliates	which	
resulted	in	underpayment	of	royalties	in	connection	with	natural	gas	and	natural	gas	liquids	produced	and	sold	from	federal	and	Indian	owned	or	controlled	lands.	The	
principal	suit	in	which	Devon	is	a	defendant	is	United	States	ex	rel.	Wright	v.	Chevron	USA,	Inc.	et	al.	(the	“Wright	case”).	The	suit	was	originally	filed	in	August	1996	in	
the	United	States	District	Court	for	the	Eastern	District	of	Texas,	but	was	consolidated	in	October	2000	with	the	other	suits	for	pre-trial	proceedings	in	the	United	States	
District	Court	for	the	District	of	Wyoming.	On	July	10,	2003,	the	District	of	Wyoming	remanded	the	Wright	case	back	to	the	Eastern	District	of	Texas	to	resume	
proceedings.	Trial	is	set	for	November	2007.	Devon	believes	that	it	has	acted	reasonably,	has	legitimate	and	strong	defenses	to	all	allegations	in	the	suit,	and	has	paid	
royalties	in	good	faith.	Devon	does	not	currently	believe	that	it	is	subject	to	material	exposure	in	association	with	this	lawsuit	and	no	liability	has	been	recorded	in	
connection	therewith.

In	1995,	the	United	States	Congress	passed	the	Deep	Water	Royalty	Relief	Act.	The	intent	of	this	legislation	was	to	encourage	deep	water	exploration	in	the	Gulf	of	
Mexico	by	providing	relief	from	the	obligation	to	pay	royalties	on	certain	federal	leases.	Deep	water	leases	issued	in	certain	years	by	the	Minerals	Management	Service	
(the	“MMS”)	have	contained	price	thresholds,	such	that	if	the	market	prices	for	oil	or	natural	gas	exceeded	the	thresholds	for	a	given	year,	royalty	relief	would	not	be	
granted	for	that	year.	Deep	water	leases	issued	in	1998	and	1999	did	not	include	price	thresholds.	The	MMS	in	2006	informed	Devon	and	other	oil	and	gas	companies	that	
the	omission	of	price	thresholds	from	these	leases	was	an	error	on	its	part	and	was	not	its	intention.	Accordingly,	the	MMS	invited	Devon	and	the	other	affected	oil	and	
gas	producers	to	renegotiate	the	terms	and	conditions	of	the	1998	and	1999	leases	to	add	price	threshold	provisions	to	the	lease	agreements	for	periods	after	October	1,	
2006.	Devon	has	since	had	several	discussions	with	MMS	representatives	on	this	issue,	but	has	not	yet	entered	into	renegotiated	leases.

The	U.S.	House	of	Representatives	in	January	2007	passed	legislation	that	would	require	companies	to	renegotiate	the	1998	and	1999	leases	as	a	condition	of	
securing	future	federal	leases.	If	this	legislation	were	to	become	law,	it	would	require	price	thresholds	to	be	effective	in	the	renegotiated	1998	and	1999	leases	effective	
October	1,	2006.	Although	Devon	has	not	yet	signed	renegotiated	leases,	it	has	accrued	in	its	2006	consolidated	financial	statements	approximately	$6	million	for	
royalties	that	would	be	due	if	price	thresholds	were	added	to	its	1998	and	1999	leases	effective	October	1,	2006.

equatorial	Guinea	investigation

The	SEC	has	been	conducting	an	inquiry	into	payments	made	to	the	government	of	Equatorial	Guinea	and	to	officials	and	persons	affiliated	with	officials	of	the	
government	of	Equatorial	Guinea.	On	August	9,	2005,	Devon	received	a	subpoena	issued	by	the	SEC	pursuant	to	a	formal	order	of	investigation.	Devon	has	cooperated	
fully	with	the	SEC’s	requests	for	information	in	this	inquiry.	After	responding	in	2005	to	such	requests	for	information,	Devon	has	not	been	contacted	by	the	SEC.	In	the	
event	that	Devon	receives	any	further	inquiries,	Devon	will	work	with	the	SEC	in	connection	with	its	investigation.

hurricane	Contingencies

Historically,	Devon	maintained	a	comprehensive	insurance	program	that	included	coverage	for	physical	damage	to	its	offshore	facilities	caused	by	hurricanes.	

Devon’s	historical	insurance	program	also	included	substantial	business	interruption	coverage	which	Devon	is	utilizing	to	recover	costs	associated	with	the	suspended	
production	related	to	hurricanes	that	struck	the	Gulf	of	Mexico	in	the	third	quarter	of	2005.	Under	the	terms	of	this	insurance	program,	Devon	was	entitled	to	be	
reimbursed	for	the	portion	of	production	suspended	longer	than	forty-five	days,	subject	to	upper	limits	to	oil	and	natural	gas	prices.	Also,	the	terms	of	the	insurance	
include	a	standard,	per-event	deductible	of	$1	million	for	offshore	losses	as	well	as	a	$15	million	aggregate	annual	deductible.	

Based	on	current	estimates	of	physical	damage	and	the	anticipated	length	of	time	Devon	will	have	production	suspended,	Devon	expects	its	policy	recoveries	will	

exceed	repair	costs	and	deductible	amounts.	This	expectation	is	based	upon	several	variables,	including	the	$467	million	received	in	the	third	quarter	of	2006	as	a	full	
settlement	of	the	amount	due	from	Devon’s	primary	insurers.	As	of	December	31,	2006,	$154	million	of	these	proceeds	had	been	utilized	as	reimbursement	of	past	repair	
costs	and	deductible	amounts.	The	remaining	proceeds	of	$313	million	will	be	utilized	as	reimbursement	of	Devon’s	anticipated	future	repair	costs.	Devon	has	not	yet	
received	any	settlements	related	to	claims	filed	with	its	secondary	insurers.

Should	Devon’s	total	policy	recoveries,	including	the	partial	settlements	already	received	from	Devon’s	primary	insurers,	exceed	all	repair	costs	and	deductible	

amounts,	such	excess	will	be	recognized	as	other	income	in	the	statement	of	operations	in	the	period	in	which	such	determination	can	be	made.

The	policy	underlying	the	insurance	program	terms	described	above	expired	on	August	31,	2006.	During	the	third	quarter	of	2006,	Devon	was	able	to	re-establish	a	

comprehensive	insurance	program	that	includes	business	interruption	and	physical	damage	coverage	for	its	business.	However,	due	to	significant	changes	in	the	
marketplace,	Devon	was	only	able	to	obtain	a	de	minimis	amount	of	coverage	for	any	damage	that	may	be	caused	by	named	windstorms	in	the	Gulf	of	Mexico.	Devon	has	
not	experienced	any	losses	under	this	new	insurance	arrangement	through	December	31,	2006.

82

	
notes

other	matters

Devon	is	involved	in	other	various	routine	legal	proceedings	incidental	to	its	business.	However,	to	Devon’s	knowledge	as	of	the	date	of	this	report,	there	were	no	

other	material	pending	legal	proceedings	to	which	Devon	is	a	party	or	to	which	any	of	its	property	is	subject.

Commitments

Devon	has	certain	drilling	and	facility	obligations	under	contractual	agreements	with	third	party	service	providers	to	procure	drilling	rigs	and	other	related	services	

for	developmental	and	exploratory	drilling	and	facilities	construction.	Included	in	the	$3.0	billion	total	of	“Drilling	and	Facility	Obligations”	in	the	table	below	is	$1.9	
billion	which	relates	to	long-term	contracts	for	three	deepwater	drilling	rigs	and	certain	other	contracts	for	onshore	drilling	and	facility	obligations	in	which	drilling	or	
facilities	construction	has	not	commenced.	The	$1.9	billion	represents	the	gross	commitment	under	these	contracts.	Devon’s	ultimate	payment	for	these	commitments	
will	be	reduced	by	the	amounts	billed	to	its	partners	when	net	working	interests	are	ultimately	determined.	Payments	for	these	commitments,	net	of	amounts	billed	to	
partners,	will	be	capitalized	as	a	component	of	oil	and	gas	properties.

Devon	has	certain	firm	transportation	agreements	which	represent	“ship	or	pay”	arrangements	whereby	Devon	has	committed	to	ship	certain	volumes	of	oil,	gas	

and	NGLs	for	a	fixed	transportation	fee.	Devon	has	entered	into	these	agreements	to	aid	the	movement	of	its	production	to	market.	Devon	expects	to	have	sufficient	
production	to	utilize	the	majority	of	these	transportation	services.	

Devon	leases	certain	office	space	and	equipment	under	operating	lease	arrangements.	Total	rental	expense	included	in	general	and	administrative	expenses	under	

operating	leases,	net	of	sub-lease	income,	was	$36	million,	$35	million	and	$49	million	in	2006,	2005	and	2004,	respectively.

Devon	assumed	two	offshore	platform	spar	leases	through	the	2003	Ocean	merger.	The	spars	are	being	used	in	the	development	of	the	Nansen	and	Boomvang	
fields	in	the	Gulf	of	Mexico.	The	Boomvang	field	was	divested	as	part	of	the	2005	property	divestiture	program.	The	Nansen	operating	lease	is	for	a	20-year	term	and	
contains	various	options	whereby	Devon	may	purchase	the	lessors’	interests	in	the	spar.	Total	rental	expense	included	in	lease	operating	expenses	under	both	the	Nansen	
and	Boomvang	operating	leases	was	$12	million,	$14	million	and	$17	million	in	2006,	2005	and	2004,	respectively.	Devon	has	guaranteed	that	the	Nansen	spar	will	have	
a	residual	value	at	the	end	of	the	operating	lease	equal	to	at	least	10%	of	the	fair	value	of	the	spar	at	the	inception	of	the	lease.	The	total	guaranteed	value	is	$14	million	
in	2022.	However,	such	amount	may	be	reduced	under	the	terms	of	the	lease	agreement.	As	a	result	of	the	sale	of	the	Boomvang	field,	Devon	is	subleasing	the	Boomvang	
Spar.	If	the	sublessee	were	to	default	on	its	obligation,	Devon	would	continue	to	be	obligated	to	pay	the	periodic	lease	payments	and	any	guaranteed	value	required	at	
the	end	of	the	term.

Devon	has	a	floating,	production,	storage	and	offloading	facility	(“FPSO”)	that	is	being	used	in	the	Panyu	project	offshore	China	and	is	being	leased	under	operating	
lease	arrangements.	This	lease	expires	in	September	2009.	Devon	was	also	leasing	an	FPSO	that	is	being	used	in	the	Zafiro	field	offshore	Equatorial	Guinea.	Devon	and	the	
other	working	interest	owners	purchased	this	FPSO	in	the	fourth	quarter	of	2005.	Total	rental	expense	included	in	lease	operating	expenses	under	both	the	China	and	
Equatorial	Guinea	operating	leases	was	$9	million,	$19	million	and	$20	million	in	2006,	2005	and	2004,	respectively.

The	following	is	a	schedule	by	year	of	future	minimum	payments	for	drilling	and	facility	obligations,	firm	transportation	agreements	and	leases	that	have	initial	or	

remaining	noncancelable	lease	terms	in	excess	of	one	year	as	of	December	31,	2006:

						Year	endinG	deCemBer	31,	

  2007  
  2008  
  2009  
  2010  
  2011   
  Thereafter 

  Total payments 

9.		Share-BaSed	CompenSation

drillinG
and	
faCilitY	
oBliGationS	

firm	
tranSportation	
aGreementS		

offiCe	and
equipment	
leaSeS	

(IN	MILLIoNs)

Spar	
leaSeS	

fpSo
leaSeS

$ 

$ 

886 
524 
613 
480 
364 
126 
2,993 

123 
92 
81 
61 
45 
172 
574 

48 
44 
37 
29 
26 
   31 
 215 

11 
11 
11 
11 
11 
141 
196  

21
31
29
23
23
 57
184

On	June	8,	2005,	Devon’s	stockholders	adopted	the	2005	Long-Term	Incentive	Plan	which	expires	on	June	8,	2013.	Devon’s	stockholders	adopted	certain	
amendments	to	this	plan	on	June	7,	2006.	This	plan,	as	amended,	authorizes	the	Compensation	Committee,	which	consists	of	non-management	members	of	Devon’s	
Board	of	Directors,	to	grant	nonqualified	and	incentive	stock	options,	restricted	stock	awards,	Canadian	restricted	stock	units,	performance	units,	performance	bonuses,	
stock	appreciation	rights	and	cash-out	rights	to	eligible	employees.	The	plan	also	authorizes	the	grant	of	nonqualified	stock	options,	restricted	stock	awards	and	stock	
appreciation	rights	to	directors.	A	total	of	32	million	shares	of	Devon	common	stock	have	been	reserved	for	issuance	pursuant	to	the	plan.	To	calculate	shares	issued	

83

	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

under	the	plan,	options	granted	represent	one	share	and	other	awards	represent	2.2	shares.

Devon	also	has	stock	option	plans	that	were	adopted	in	2003	and	1997	under	which	stock	options	and	restricted	stock	awards	were	issued	to	key	management	and	
professional	employees.	Options	granted	under	these	plans	remain	exercisable	by	the	employees	owning	such	options,	but	no	new	options	or	restricted	stock	awards	will	
be	granted	under	these	plans.	Devon	also	has	stock	options	outstanding	that	were	assumed	as	part	of	the	acquisitions	of	Ocean,	Mitchell	Energy	&	Development	Corp.,	
Santa	Fe	Snyder	and	PennzEnergy.

As	discussed	in	Note	1,	on	January	1,	2006,	Devon	changed	its	method	of	accounting	for	share-based	compensation	from	the	APB	No.	25	intrinsic	value	accounting	

method	to	the	fair	value	recognition	provisions	of	SFAS	No.	123(R).	The	following	table	presents	the	effects	of	share-based	compensation	included	in	Devon’s	
accompanying	statement	of	operations	for	the	years	ended	December	31,	2006,	2005	and	2004.

Gross general and administrative expense 
Share-based compensation expense capitalized pursuant to the
full cost method of accounting for oil and gas properties 

Related income tax benefit 

2006	

2005	

(IN	MILLIoNs)

$ 

$ 
$ 

91 

26 
23 

29 

— 
11 

2004	

12

—
5

Stock	options

Under	Devon’s	2005	Long-Term	Incentive	Plan,	the	exercise	price	of	stock	options	granted	may	not	be	less	than	the	estimated	fair	market	value	of	the	stock	at	the	
date	of	grant.	In	addition,	options	granted	are	exercisable	during	a	period	established	for	each	grant,	which	period	may	not	exceed	eight	years	from	the	date	of	grant.	
The	recipient	must	pay	the	exercise	price	in	cash	or	in	common	stock,	or	a	combination	thereof,	at	the	time	that	the	option	is	exercised.	Options	granted	generally	have	a	
vesting	period	that	ranges	from	three	to	four	years.

The	fair	value	of	stock	options	on	the	date	of	grant	is	expensed	over	the	applicable	vesting	period.	Devon	estimates	the	fair	values	of	stock	options	granted	using	a	
Black-Scholes	option	valuation	model,	which	requires	Devon	to	make	several	assumptions.	The	volatility	of	Devon’s	common	stock	is	based	on	the	historical	volatility	of	
the	market	price	of	Devon’s	common	stock	over	a	period	of	time	equal	to	the	expected	term	of	the	option	and	ending	on	the	grant	date.	The	dividend	yield	is	based	on	
Devon’s	historical	and	current	yield	in	effect	at	the	date	of	grant.	The	risk-free	interest	rate	is	based	on	the	zero-coupon	U.S.	Treasury	yield	for	the	expected	term	of	the	
option	at	the	date	of	grant.	The	expected	term	of	the	options	is	based	on	historical	exercise	and	termination	experience	for	various	groups	of	employees	and	directors.	
Each	group	is	determined	based	on	the	similarity	of	their	historical	exercise	and	termination	behavior.

The	following	table	presents	a	summary	of	the	grant-date	fair	values	of	stock	options	granted	and	the	related	assumptions	for	the	years	ended	December	31,	2006,	

2005	and	2004.	All	such	amounts	represent	the	weighted-average	amounts	for	each	year.

Grant-date fair value 
Volatility factor 
Dividend yield 
Risk-free interest rate 
Expected term (in years) 

$ 

2006	

22.41 
32.2% 
0.5% 
5.7% 
4.0 

2005	

(IN	MILLIoNs)

19.65 
31.0% 
0.6% 
4.4% 
4.2 

2004	

10.32
32.2%
0.5%
3.2%
4.0

The	following	table	presents	a	summary	of	Devon’s	outstanding	stock	options	as	of	December	31,	2006,	including	changes	during	the	year	then	ended.

Outstanding at December 31, 2005 
  Granted 
  Exercised 
  Forfeited 
Outstanding at December 31, 2006 
Vested and expected to vest at December 31, 2006 
Exercisable at December 31, 2006 

weiGhted	
averaGe	
exerCiSe	
priCe	

$ 
32.74 
$  70.00 
25.41 
$ 
$ 
49.16 
$  38.24 
$ 
37.51 
$  29.44 

optionS	

(IN	thousANDs)	

16,732 
1,874 
(2,846) 
(377) 
15,383 
14,952 
11,034 

weiGhted
averaGe	
remaininG	
ContraCtual	
term	

(IN	yeArs)	

aGGreGate
intrinSiC
value

(IN	MILLIoNs)

4.1 
4.1 
3.8 

$  450
$  448
$  416

The	aggregate	intrinsic	value	of	stock	options	that	were	exercised	during	2006,	2005	and	2004	was	$119	million,	$149	million	and	$168	million,	respectively.	As	of	
December	31,	2006,	Devon’s	unrecognized	compensation	cost	related	to	unvested	stock	options	was	$77	million.	Such	cost	is	expected	to	be	recognized	over	a	weighted-
average	period	of	2.4	years.

84

	
	
	
	
	
 
 
 
 
	
	
	
	
	
 
 
 
 
 
 
 
 
 
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
notes

restricted	Stock	awards	and	units

Under	Devon’s	2005	Long-Term	Incentive	Plan,	restricted	stock	awards	and	units	are	subject	to	the	terms,	conditions,	restrictions	and/or	limitations,	if	any,	that	the	

Compensation	Committee	deems	appropriate,	including	restrictions	on	continued	employment.	Generally,	restricted	stock	awards	and	units	vest	over	a	minimum	
restriction	period	of	at	least	three	years	from	the	date	of	grant.	During	the	vesting	period,	recipients	of	restricted	stock	awards	receive	dividends	which	are	not	subject	to	
restrictions	or	other	limitations.	The	fair	value	of	restricted	stock	awards	and	units	on	the	date	of	grant	is	expensed	over	the	applicable	vesting	period.	Devon	estimates	
the	fair	values	of	restricted	stock	awards	and	units	as	the	closing	price	of	Devon’s	common	stock	on	the	grant	date	of	the	award	or	unit.

The	following	table	presents	a	summary	of	Devon’s	unvested	restricted	stock	awards	as	of	December	31,	2006,	including	changes	during	the	year	then	ended.

Unvested at December 31, 2005 
  Granted 
  Vested   
  Forfeited 
Unvested at December 31, 2006 

reStriCted	
StoCk	
awardS	

(IN	thousANDs)	

3,417 
3,091 
(1,156) 
(190) 
5,162 

weiGhted	
averaGe
Grant-date
fair	value

$  46.80
$  65.68
$  42.58
$ 
47.54
$  58.35

The	aggregate	fair	value	of	restricted	stock	awards	that	vested	during	2006,	2005	and	2004	was	$82	million,	$51	million	and	$15	million,	respectively.	As	of	
December	31,	2006,	Devon’s	unrecognized	compensation	cost	related	to	unvested	restricted	stock	awards	and	units	was	$253	million.	Such	cost	is	expected	to	be	
recognized	over	a	weighted-average	period	of	2.9	years.

10.		reduCtion	of	CarrYinG	value	of	oil	and	GaS	propertieS	

During	2006	and	2005,	Devon	reduced	the	carrying	value	of	certain	of	its	oil	and	gas	properties	due	to	full	cost	ceiling	limitations	and	unsuccessful	exploratory	

activities.	A	summary	of	these	reductions	and	additional	discussion	is	provided	below.

Unsuccessful exploratory reductions: 
  Nigeria   
  Brazil 
  Angola   
Ceiling test reduction - Russia   

  Total 

2006	

GroSS	

Year	ended	deCemBer	31,	

net	of	
taxeS	

GroSS	

(IN	MILLIoNs)

2005	

net	of
taxeS

$ 

$ 

85 
16 
— 
20 
121 

85 
16 
— 
10 
111 

— 
42 
170 
— 
212 

—
42
119
—
161

2006 Reductions		Devon	has	committed	to	drill	four	wells	in	Nigeria.	The	first	two	wells	were	unsuccessful.	After	drilling	the	second	unsuccessful	well	in	the	first	
quarter	of	2006,	Devon	determined	that	the	capitalized	costs	related	to	these	two	wells	should	be	impaired.	Therefore,	in	the	first	quarter	of	2006,	Devon	recognized	an	
$85	million	impairment	of	its	investment	in	Nigeria	equal	to	the	costs	to	drill	the	two	dry	holes	and	a	proportionate	share	of	block-related	costs.	There	was	no	tax	benefit	
related	to	this	impairment.

During	the	second	quarter	of	2006,	Devon	drilled	two	unsuccessful	exploratory	wells	in	Brazil	and	determined	that	the	capitalized	costs	related	to	these	two	wells	
should	be	impaired.	Therefore,	in	the	second	quarter	of	2006,	Devon	recognized	a	$16	million	impairment	of	its	investment	in	Brazil	equal	to	the	costs	to	drill	the	two	dry	
holes	and	a	proportionate	share	of	block-related	costs.	There	was	no	tax	benefit	related	to	this	impairment.	The	two	wells	were	unrelated	to	Devon’s	Polvo	development	
project	in	Brazil.

As	a	result	of	a	decline	in	projected	future	net	cash	flows,	the	carrying	value	of	Devon’s	Russian	properties	exceeded	the	full	cost	ceiling	by	$10	million	at	the	end	of	
the	third	quarter	of	2006.	Therefore,	Devon	recognized	a	$20	million	reduction	of	the	carrying	value	of	its	oil	and	gas	properties	in	Russia,	offset	by	a	$10	million	deferred	
income	tax	benefit.

85

	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
	
	
		
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
notes	

2005 Reductions		Devon’s	interests	in	Angola	were	acquired	through	the	2003	Ocean	Energy	merger.	Devon’s	Angolan	drilling	program	discovered	no	proven	

reserves.	After	drilling	three	unsuccessful	wells	in	the	fourth	quarter	of	2005,	Devon	determined	that	all	of	the	Angolan	capitalized	costs	should	be	impaired.

Prior	to	the	fourth	quarter	of	2005,	Devon	was	capitalizing	the	costs	of	previous	unsuccessful	efforts	in	Brazil	pending	the	determination	of	whether	proved	
reserves	would	be	recorded	in	Brazil.	Devon	has	been	successful	in	its	drilling	efforts	on	block	BM-C-8	in	Brazil	and	is	currently	developing	the	Polvo	project	on	this	block.	
The	ultimate	value	of	the	Polvo	project	is	expected	to	be	in	excess	of	the	sum	of	its	related	costs,	plus	the	costs	of	the	previous	unrelated	unsuccessful	efforts	in	Brazil	
which	were	capitalized.		However,	the	Polvo	proved	reserves	will	be	recorded	over	a	period	of	time.	At	the	end	of	2005,	it	was	expected	that	a	small	initial	portion	of	the	
proved	reserves	ultimately	expected	at	Polvo	would	be	recorded	in	2006.	Based	on	preliminary	estimates	developed	in	the	fourth	quarter	of	2005,	the	value	of	this	initial	
partial	booking	of	proved	reserves	was	not	sufficient	to	offset	the	sum	of	the	related	proportionate	Polvo	costs	plus	the	costs	of	the	previous	unrelated	unsuccessful	
efforts.	Therefore,	Devon	determined	that	the	prior	unsuccessful	costs	unrelated	to	the	Polvo	project	should	be	impaired.	These	costs	totaled	approximately	$42	million.	
There	was	no	tax	benefit	related	to	this	Brazilian	impairment.

11.		other	inCome

The	components	of	other	income	include	the	following:

Interest and dividend income 
Net gain on sales of non-oil and gas property and equipment 
Loss on derivative financial instruments 
Gains from changes in foreign exchange rates 
Other 

  Total 

12.		inCome	taxeS

2006	

100 
6 
— 
— 
9 
115 

$ 

$ 

Year	ended	deCemBer	31,	
2005	

(IN	MILLIoNs)

95 
150 
(48) 
2 
(1) 
198 

2004	

45
33
—
23
25
126

At	December	31,	2006,	Devon	had	the	following	net	operating	loss	carryforwards	which	are	available	to	reduce	future	taxable	income	in	the	jurisdiction	where	the	

net	operating	loss	was	incurred.	These	carryforwards	will	result	in	a	future	tax	reduction	based	upon	the	future	tax	rate	applicable	to	the	taxable	income	that	is	ulti-
mately	offset	by	the	net	operating	loss	carryforward.	For	financial	purposes,	the	tax	effects	of	these	carryforwards	have	been	recognized	as	reductions	to	the	net	
deferred	tax	liability	at	December	31,	2006.

					juriSdiCtion	

Various U.S. states 
Canada  
Brazil 

YearS	of	
expiration		

2007 – 2022 
2008 – 2027 
Indefinite 

CarrYforward
amountS	

(IN	MILLIoNs)

$ 
$ 
$ 

110
143
31

86

	
	
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
notes

The	earnings	from	continuing	operations	before	income	taxes	and	the	components	of	income	tax	expense	(benefit)	for	the	years	2006,	2005	and	2004	were	as	

follows:

EARningS FROM COntinuing OPERAtiOnS bEFORE inCOME tAxES: 
  U.S. 
  Canada  

International 
  Total  

CuRREnt inCOME tAx ExPEnSE: 
  U.S. federal 
  Various states 
    Canada  

International 
  Total current tax expense   

DEFERRED inCOME tAx ExPEnSE (bEnEFit): 
  U.S. federal 
  Various states 
  Canada  

International 
  Total deferred tax expense 
  Total income tax expense   

2006	

2,435 
751 
826 
4,012 

292 
7 
143 
377 
819 

456 
77 
(105) 
(58) 
370 
1,189 

$ 

$ 

$ 

$ 

Year	ended	deCemBer	31,	
2005	

(IN	MILLIoNs)

3,254 
899 
352 
4,505 

735 
26 
106 
351 
1,218 

271 
(18) 
217 
(82) 
388 
1,606 

2004	

2,264
598
414
3,276

346
10
49
320
725

246
27
149
(52)
370
1,095

The	taxes	on	the	results	of	discontinued	operations	presented	in	the	accompanying	statements	of	operations	were	all	related	to	international	operations.
Total	income	tax	expense	differed	from	the	amounts	computed	by	applying	the	U.S.	federal	income	tax	rate	to	earnings	from	continuing	operations	before	income	

taxes	as	a	result	of	the	following:

  Expected income tax expense based on U.S. statutory tax rate of 35% 
  Effect of Canadian tax rate reductions 
  U.S. manufacturing deduction 
  Repatriation of Canadian earnings 
  State income taxes 
  Taxation on foreign operations 
  Other 

  Total income tax expense 

2006	

1,404 
(243) 
(12) 
— 
55 
(22) 
7 
1,189 

$ 

$ 

Year	ended	deCemBer	31,	
2005	

(IN	MILLIoNs)

1,577 
(14) 
(25) 
28 
6 
30 
4 
1,606 

2004	

1,146
(36)
—
—
20
(35)
—
1,095

In	2006,	2005	and	2004,	deferred	income	taxes	were	reduced	$243	million,	$14	million	and	$36	million,	respectively,	due	to	Canadian	statutory	rate	reductions	that	

were	enacted	in	each	such	year.	

In	2006	and	2005,	income	taxes	were	reduced	$12	million	and	$25	million,	respectively,	due	to	a	new	U.S.	tax	deduction	for	companies	with	domestic	production	

activities,	including	oil	and	gas	extraction.

In	2006,	deferred	income	taxes	increased	$39	million	due	to	the	effect	of	a	new	income-based	tax	enacted	by	the	state	of	Texas	that	replaces	a	previous	franchise	

tax.	The	new	tax	is	effective	January	1,	2007.	The	$39	million	increase	is	included	in	2006	state	income	taxes	in	the	above	table.

In	2005,	Devon	recognized	$28	million	of	taxes	related	to	its	repatriation	of	$545	million	to	the	U.S.	The	cash	was	repatriated	due	to	tax	legislation	that	allowed	

qualifying	companies	to	repatriate	cash	from	foreign	operations	at	a	reduced	income	tax	rate.	Substantially	all	of	the	cash	repatriated	by	Devon	in	2005	related	to	

87

			
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
			
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

earnings	of	its	Canadian	subsidiary.

The	tax	effects	of	temporary	differences	that	gave	rise	to	significant	portions	of	the	deferred	tax	assets	and	liabilities	at	December	31,	2006	and	2005	are	presented	

below:

DEFERRED tAx ASSEtS: 
  Net operating loss carryforwards 
  Minimum tax credit carryforwards 
  Fair value of derivative financial instruments 
  Asset retirement obligations 
  Pension benefit obligations 

Insurance proceeds 

  Other 

  Total deferred tax assets 

DEFERRED tAx liAbilitiES: 
  Property and equipment, principally due to nontaxable

  business combinations, differences in depreciation, and

the expensing of intangible drilling costs for tax purposes   

  Chevron Corporation common stock 
  Long-term debt 
  Other 

  Total deferred tax liabilities 
  Net deferred tax liability 

deCemBer	31,	

(IN	MILLIoNs)

2006	

35 
— 
97 
270 
81 
113 
108 
704 

(5,743) 
(326) 
(148) 
(35) 
(6,252) 
(5,548) 

$ 

$ 

2005	

148
18
52
271
49
—
102
640

(5,406)
(247)
(168)
(35)
(5,856)
(5,216)

As	shown	in	the	above	table,	Devon	has	recognized	$704	million	of	deferred	tax	assets	as	of	December	31,	2006.	Such	amount	includes	$35	million	from	various	
carryforwards	available	to	offset	future	income	taxes.	The	carryforwards	include	state	net	operating	loss	carryforwards	which	expire	primarily	between	2007	and	2022,	
Canadian	net	operating	loss	carryforwards	which	expire	primarily	between	2008	and	2027,	and	Brazilian	net	operating	loss	carryforwards	which	have	no	expiration.	The	
tax	benefits	of	carryforwards	are	recorded	as	an	asset	to	the	extent	that	management	assesses	the	utilization	of	such	carryforwards	to	be	“more	likely	than	not.”	When	
the	future	utilization	of	some	portion	of	the	carryforwards	is	determined	not	to	be	“more	likely	than	not,”	a	valuation	allowance	is	provided	to	reduce	the	recorded	tax	
benefits	from	such	assets.

Devon	expects	the	tax	benefits	from	the	net	operating	loss	carryforwards	to	be	utilized	between	2007	and	2010.	Such	expectation	is	based	upon	current	estimates	

of	taxable	income	during	this	period,	considering	limitations	on	the	annual	utilization	of	these	benefits	as	set	forth	by	tax	regulations.	Significant	changes	in	such	
estimates	caused	by	variables	such	as	future	oil	and	gas	prices	or	capital	expenditures	could	alter	the	timing	of	the	eventual	utilization	of	such	carryforwards.	There	can	
be	no	assurance	that	Devon	will	generate	any	specific	level	of	continuing	taxable	earnings.	However,	management	believes	that	Devon’s	future	taxable	income	will	more	
likely	than	not	be	sufficient	to	utilize	substantially	all	its	tax	carryforwards	prior	to	their	expiration.

88

		
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

13.		diSContinued	operationS	

egypt

On	November	14,	2006,	Devon	announced	its	plans	to	divest	its	operations	in	Egypt.	Pursuant	to	accounting	rules	for	discontinued	operations,	Devon	has	classified	
all	2006	and	prior	period	amounts	related	to	its	operations	in	Egypt	as	discontinued	operations.	Devon	anticipates	completing	the	sale	of	its	Egyptian	assets	during	the	
first	half	of	2007.	As	of	December	31,	2006,	Devon	has	not	recorded	any	gain	or	loss	associated	with	this	planned	sale.

Revenues	related	to	Devon’s	operations	in	Egypt	totaled	$118	million,	$119	million	and	$133	million	during	2006,	2005	and	2004,	respectively.	The	following	table	

presents	the	main	classes	of	assets	and	liabilities	associated	with	Devon’s	operations	in	Egypt	as	of	December	31,	2006	and	2005.

ASSEtS: 
  Cash  
    Accounts receivable 
    Other current assets 
   Current assets 

  Long-term assets – property and equipment, net of

  accumulated depreciation, depletion and amortization 

liAbilitiES:   
  Current liabilities – accounts payable – trade 

  Asset retirement obligation, long-term 
  Deferred income taxes 
  Other liabilities 

  Long-term liabilities 

west	africa	(Subsequent	event)	

aS	of	deCemBer	31,	

(IN	MILLIoNs)

2006	

17 
32 
32 
81 

185 

5 

9 
15 
1 

25 

$ 

$ 

$ 

$ 

$ 

$ 

2005	

13
36
17
66

217

19

8
31
1

40

On	January	23,	2007	Devon	announced	its	plans	to	divest	its	operations	in	West	Africa.	Pursuant	to	accounting	rules	for	discontinued	operations,	Devon	has	not	
classified	the	assets,	liabilities	or	operating	results	of	its	operations	in	West	Africa	as	discontinued	operations	as	of	December	31,	2006.	However,	such	amounts	will	be	
classified	as	discontinued	operations	beginning	with	the	first	quarter	of	2007.	Devon	anticipates	completing	the	sale	of	its	West	African	assets	during	the	third	quarter	of	
2007.	As	of	December	31,	2006,	Devon	has	not	recorded	any	gain	or	loss	associated	with	this	planned	sale.

The	following	table	presents	the	main	classes	of	assets	and	liabilities	associated	with	Devon’s	operations	in	West	Africa	as	of	December	31,	2006	and	2005.

ASSEtS: 
  Cash  
  Accounts receivable 
  Other current assets 
  Current assets 

  Long-term assets – property and equipment, net of
       accumulated depreciation, depletion and amortization 

liAbilitiES:   
  Accounts payable – trade 
Income taxes payable 

  Current portion of asset retirement obligation 
  Accrued expenses and other current liabilities 
  Current liabilities 

  Asset retirement obligation, long-term 
  Deferred income taxes 
  Other liabilities 
  Long-term liabilities 

aS	of	deCemBer	31,	

(IN	MILLIoNs)

2006	

47 
69 
35 
151 

1,434 

43 
115 
8 
2 
168 

29 
360 
15 
404 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

2005	

62
190
31
283

1,515

64
101
—
—
165

24
397
15
436

89

	
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
		
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

14.		SeGment	information

Devon	manages	its	business	by	country.	As	such,	Devon	identifies	its	segments	based	on	geographic	areas.	Devon	has	three	reportable	segments:	its	operations	in	
the	U.S.,	its	operations	in	Canada,	and	its	international	operations	outside	of	North	America.	Substantially	all	of	these	segments’	operations	involve	oil	and	gas	producing	
activities.	Certain	information	regarding	such	activities	for	each	segment	is	included	in	Note	15.

Following	is	certain	financial	information	regarding	Devon’s	segments	for	2006,	2005	and	2004.	The	revenues	reported	are	all	from	external	customers.

AS OF DECEMbER 31, 2006: 
Current assets 
Property and equipment, net of accumulated
  depreciation, depletion and amortization 
Goodwill 
Other assets 

  Total assets 

Current liabilities 
Long-term debt 
Asset retirement obligation, long-term 
Other liabilities 
Deferred income taxes 
Stockholders’ equity 

  Total liabilities and stockholders’ equity 

YEAR EnDED DECEMbER 31, 2006: 
Revenues:  
  Oil sales 
  Gas sales 
  NGL sales 
  Marketing and midstream revenues 

  Total revenues 

Expenses and other income, net: 
  Lease operating expenses 
  Production taxes 
  Marketing and midstream operating costs and expenses 
  Depreciation, depletion and amortization of oil and gas properties 
  Depreciation and amortization of non-oil and gas properties   
  Accretion of asset retirement obligation 
  General and administrative expenses 

Interest expense 

  Change in fair value of derivative financial instruments 
  Reduction of carrying value of oil and gas properties 
  Other income, net 

  Total expenses and other income, net 

Earnings from continuing operations before income tax expense 
Income tax expense (benefit):
  Current  
  Deferred 

  Total income tax expense 

Earnings from continuing operations 
Discontinued operations: 
  Earnings from discontinued operations before income taxes   

Income tax benefit 

  Earnings from discontinued operations 
Net earnings 
Preferred stock dividends 
Net earnings applicable to common stockholders 

Capital expenditures 

90

u.S.	

Canada	

international	

total

(IN	MILLIoNs)

$ 

1,307 

616 

1,289 

3,212

15,253 
3,053 
1,289 
20,902 

3,693 
2,594 
387 
864 
3,351 
10,013 
20,902 

1,218 
  3,445 
548 
1,641 
6,852 

813 
235 
1,226 
1,311 
154 
25 
316 
199 
181 
—  
(43) 
4,417 
2,435 

299 
533 
832 
1,603 

—  
—  
—  
1,603 
10 
1,593 

5,814 

$ 

$ 

$ 

$ 

$ 

$ 

6,929 
2,585 
35  
10,165 

569 
2,974 
360 
16 
1,831 
4,415  
10,165 

603 
1,456 
201 
31 
2,291 

543 
7 
10 
644 
18 
21 
92 
222 
(3) 
     — 
(14) 
 1,540 
751 

143 
(105) 
38 
713 

—  
    —  
 —  
713 
   —  
713 

1,670 

2,413 
68 
226  
3,996 

383 
—  
86 
45 
468 
3,014 
3,996 

1,384 
31 
— 
20  
1,435 

132 
99 
8 
311 
4 
3 
(11) 
— 
— 
121 
(58) 
609 
826 

377 
(58) 
319 
    507 

22 
(1) 
23 
530 
    —  
530 

609 

24,595
5,706
1,550
35,063

4,645
5,568
     833
925
5,650
17,442
35,063

  3,205
  4,932
749
1,692
10,578

1,488
341
1,244
2,266
176
49
397
421
178
121
(115)
6,566
4,012

819
370
1,189
2,823

22
(1)
23
2,846
10
2,836 

8,093

	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AS OF DECEMbER 31, 2005:
Current assets 
Property and equipment, net of accumulated
  depreciation, depletion and amortization 
Goodwill 
Other assets 

  Total assets 

Current liabilities 
Long-term debt 
Asset retirement obligation, long-term 
Other liabilities 
Deferred income taxes 
Stockholders’ equity 

  Total liabilities and stockholders’ equity 

YEAR EnDED DECEMbER 31, 2005:
Revenues:  
  Oil sales 
  Gas sales 
  NGL sales 
  Marketing and midstream revenues 

  Total revenues 

Expenses and other income, net: 
  Lease operating expenses 
  Production taxes 
  Marketing and midstream operating costs and expenses 
  Depreciation, depletion and amortization of oil and gas properties 
  Depreciation and amortization of non-oil and gas properties   
  Accretion of asset retirement obligation 
  General and administrative expenses 

Interest expense 

  Change in fair value of derivative financial instruments 
  Reduction of carrying value of oil and gas properties 
  Other income, net 

  Total expenses and other income, net 

Earnings from continuing operations before income tax expense 
Income tax expense (benefit): 
  Current  
  Deferred 

  Total income tax expense 

Earnings from continuing operations 
Discontinued operations: 
  Earnings from discontinued operations before income taxes   

Income tax expense 

  Earnings from discontinued operations 
Net earnings 
Preferred stock dividends 
Net earnings applicable to common stockholders 

Capital expenditures 

notes

u.S.	

Canada	

international	

total

(IN	MILLIoNs)

$ 

2,042 

1,182 

982 

4,206

10,856 
3,056 
1,213 
17,167 

1,736 
2,986 
320 
467 
2,864 
8,794 
17,167 

1,062 
   3,929 
484 
1,780 
7,255 

710 
273 
1,336 
1,137 
141 
25 
245 
224 
86 
— 
(176) 
4,001 
3,254 

761 
253 
1,014 
2,240 

— 
— 
— 
2,240 
10 
2,230 

2,200 

$ 

$ 

$ 

$ 

$ 

$ 

 5,877 
2,581 
17  
9,657 

   925 
 2,971 
261 
      12 
2,008 
 3,480 
9,657 

353 
1,814 
196 
12 
2,375 

498 
6 
6 
570 
14 
16 
59 
309 
8 
     — 
(10) 
 1,476 
899 

106 
217 
323 
576 

     — 
     —  
    —  
576 
     —  
576 

1,707 

2,178 
68 
221  
3,449 

273 
—  
29 
57 
502 
2,588 
3,449 

944 
41 
7 
— 
992 

116 
56 
— 
274 
5 
2 
(13) 
— 
— 
212 
(12) 
640 
352 

351 
(82) 
269 
    83 

46 
15 
31 
    114 
—  
    114 

308 

18,911
5,705
1,451
30,273

2,934
5,957
     610
536
5,374
14,862
30,273

  2,359
  5,784
687
1,792
10,622

1,324
335
1,342
1,981
160
43
291
533
94
212
(198)
6,117
4,505

1,218
388
1,606
2,899

46
15
31
2,930
10
2,920 

4,215

91

	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

YEAR EnDED DECEMbER 31, 2004:
Revenues:  
  Oil sales 
  Gas sales 
  NGL sales 
  Marketing and midstream revenues 

  Total revenues 

Expenses and other income, net: 
  Lease operating expenses 
  Production taxes 
  Marketing and midstream operating costs and expenses 
  Depreciation, depletion and amortization of oil and gas properties 
  Depreciation and amortization of non-oil and gas properties   
  Accretion of asset retirement obligation 
  General and administrative expenses 

Interest expense 

  Change in fair value of derivative financial instruments 
  Other income, net 

  Total expenses and other income, net 

Earnings before income tax expense 
Income tax expense (benefit): 
  Current  
  Deferred 

  Total income tax expense 

Earnings from continuing operations 
Discontinued operations: 
  Earnings from discontinued operations before income taxes   

Income tax expense 

  Earnings from discontinued operations 
Net earnings 
Preferred stock dividends 
Net earnings applicable to common stockholders 

Capital expenditures 

u.S.	

Canada	

international	

total

(IN	MILLIoNs)

$ 

$ 

$ 

976 
3,261 
405 
1,688 
6,330 

714 
220 
1,333 
1,242 
130 
27 
221 
197 
63 
(81) 
4,066 
2,264 

356 
273 
629 
1,635 

— 
— 
— 
1,635 
10 
1,625 

1,674 

299 
1,437 
143 
13 
1,892 

438 
5 
6 
522 
14 
15 
56 
278 
(1) 
(39) 
1,294 
598 

49 
149 
198 
400 

— 
— 
— 
400 
— 
400 

979 

824 
34 
6 
— 
864 

107 
30 
— 
313 
4 
2 
— 
— 
— 
(6) 
   450 
414 

320 
(52) 
268 
146 

    17 
    12 
    5 
    151 
      — 
    151 

279 

2,099
4,732
554
1,701
9,086

1,259
255
1,339
2,077
148
44
277
475
62
(126)
5,810
3,276

725
370
1,095
2,181

17
12
5
2,186
       10
2,176

2,932

15.		Supplemental	information	on	oil	and	GaS	operationS	(unaudited)

The	following	supplemental	unaudited	information	regarding	the	oil	and	gas	activities	of	Devon	is	presented	pursuant	to	the	disclosure	requirements	promulgated	

by	the	Securities	and	Exchange	Commission	and	SFAS	No.	69,	Disclosures About Oil and Gas Producing Activities.	This	supplemental	information	excludes	amounts	for	all	
periods	presented	related	to	Devon’s	discontinued	operations	in	Egypt.

Costs	incurred

The	following	tables	reflect	the	costs	incurred	in	oil	and	gas	property	acquisition,	exploration,	and	development	activities:

2006	

1,113 
1,485 
973 
4,151 
7,722 

$ 

$ 

total	
Year	ended	deCemBer	31,	
2005	

(IN	MILLIoNs)

54 
347 
890 
2,787 
4,078 

2004	

38
141
714
1,917
2,810

Property acquisition costs: 
  Proved properties 
   Unproved properties 
Exploration costs 
Development costs 
  Costs incurred 

92

	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

domeStiC	
Year	ended	deCemBer	31,	
2005	
(IN	MILLIoNs)

5 
106 
422 
1,597 
2,130 

Canada	
Year	ended	deCemBer	31,	
2005	
(IN	MILLIoNs)

49 
239 
361 
1,020 
1,669 

international	
Year	ended	deCemBer	31,	
2005	

(IN	MILLIoNs)

— 
2 
107 
170 
279 

2006	

1,066 
1,366 
547 
2,558 
5,537 

2006	

23 
70 
217 
1,244 
1,554 

2006	

24 
49 
209 
349 
631 

2004	

27
75
335
1,163
1,600

2004	

11
52
272
625
960

2004	

—
14
107
129
250

$ 

$ 

$ 

$ 

$ 

$ 

Property acquisition costs: 
  Proved properties 
  Unproved properties 
Exploration costs 
Development costs 
  Costs incurred 

Property acquisition costs: 
  Proved properties 
  Unproved properties 
Exploration costs 
Development costs 
  Costs incurred 

Property acquisition costs: 
  Proved properties 
  Unproved properties 
Exploration costs 
Development costs 
  Costs incurred 

Pursuant	to	the	full	cost	method	of	accounting,	Devon	capitalizes	certain	of	its	general	and	administrative	expenses	which	are	related	to	property	acquisition,	
exploration	and	development	activities.	Such	capitalized	expenses,	which	are	included	in	the	costs	shown	in	the	preceding	tables,	were	$269	million,	$181	million	and	
$166	million	in	the	years	2006,	2005	and	2004,	respectively.	Also,	Devon	capitalizes	interest	costs	incurred	and	attributable	to	unproved	oil	and	gas	properties	and	major	
development	projects	of	oil	and	gas	properties.	Capitalized	interest	expenses,	which	are	included	in	the	costs	shown	in	the	preceding	tables,	were	$70	million	in	each	of	
the	years	2006,	2005	and	2004.

results	of	operations	for	oil	and	Gas	producing	activities

The	following	tables	include	revenues	and	expenses	associated	directly	with	Devon’s	oil	and	gas	producing	activities,	including	general	and	administrative	
expenses	directly	related	to	such	producing	activities.	They	do	not	include	any	allocation	of	Devon’s	interest	costs	or	general	corporate	overhead	and,	therefore,	are	not	
necessarily	indicative	of	the	contribution	to	net	earnings	of	Devon’s	oil	and	gas	operations.	Income	tax	expense	has	been	calculated	by	applying	statutory	income	tax	
rates	to	oil,	gas	and	NGL	sales	after	deducting	costs,	including	depreciation,	depletion	and	amortization	and	after	giving	effect	to	permanent	differences.

Oil, gas and NGL sales 
Production and operating expenses 
Depreciation, depletion and amortization 
Accretion of asset retirement obligation 
General and administrative expenses 
Reduction of carrying value of oil and gas properties 
Income tax expense 

  Results of operations 

Depreciation, depletion and amortization per Boe 

total	
Year	ended	deCemBer	31,	
2005	

2006	

2004	

																										(IN	MILLIoNs,	exCept	per	equIvALeNt	BArreL	AMouNts)

$ 

$ 
$ 

8,886 
(1,829) 
(2,266) 
(49) 
(162) 
(121) 
(1,448) 
3,011 
10.59 

8,830 
(1,659) 
(1,981) 
(43) 
(107) 
(212) 
(1,830) 
2,998 
8.86 

7,385
(1,514)
(2,077)
(44)
(104)
—
(1,342)
2,304
8.41

93

		
	
	
		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
	
		
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
domeStiC	
Year	ended	deCemBer	31,	
2005	

2006	

2004	

																										(IN	MILLIoNs,	exCept	per	equIvALeNt	BArreL	AMouNts)

$ 

$ 
$ 

5,211 
(1,048) 
(1,311) 
(26) 
(115) 
(996) 
1,715 
9.89 

5,475 
(983) 
(1,137) 
(25) 
(84) 
(1,145) 
2,101 
8.35 

4,642
(934)
(1,242)
(27)
(75)
(807)
1,557
8.23

Canada	
Year	ended	deCemBer	31,	
2005	

2006	

2004	

																										(IN	MILLIoNs,	exCept	per	equIvALeNt	BArreL	AMouNts)

$ 

$ 
$ 

2,260 
(550) 
(644) 
(21) 
(29) 
(144) 
872 
11.17 

2,363 
(504) 
(570) 
(16) 
(20) 
(426) 
827 
9.20 

1,879
(443)
(522)
(15)
(16)
(275)
608
8.00

international	
Year	ended	deCemBer	31,	
2005	

2006	

2004	

																										(IN	MILLIoNs,	exCept	per	equIvALeNt	BArreL	AMouNts)

$ 

$ 
$ 

1,415 
(231) 
(311) 
(2) 
(18) 
(121) 
(308) 
424 
13.03 

992 
(172) 
(274) 
(2) 
(3) 
(212) 
(259) 
70 
10.73 

864
(137)
(313)
(2)
(13)
—
(260)
139
10.13

notes	

Oil, gas and NGL sales 
Production and operating expenses 
Depreciation, depletion and amortization 
Accretion of asset retirement obligation 
General and administrative expenses 
Income tax expense 

  Results of operations 

Depreciation, depletion and amortization per Boe 

Oil, gas and NGL sales 
Production and operating expenses 
Depreciation, depletion and amortization 
Accretion of asset retirement obligation 
General and administrative expenses 
Income tax expense 

  Results of operations 

Depreciation, depletion and amortization per Boe 

Oil, gas and NGL sales 
Production and operating expenses 
Depreciation, depletion and amortization 
Accretion of asset retirement obligation 
General and administrative expenses 
Reduction of carrying value of oil and gas properties 
Income tax expense 

  Results of operations 

Depreciation, depletion and amortization per Boe 

94

		
	
	
		
	
	
		
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
	
		
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
	
		
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

In	2006,	2005	and	2004,	the	Canadian	income	tax	amounts	in	the	tables	above	were	reduced	by	$243	million,	$14	million	and	$36	million,	respectively,	due	to	

statutory	rate	reductions	that	were	enacted	in	each	such	year.

quantities	of	oil	and	Gas	reserves

Set	forth	below	is	a	summary	of	the	reserves	which	were	evaluated,	either	by	preparation	or	audit,	by	independent	petroleum	consultants	for	each	of	the	years	

ended	2006,	2005	and	2004.

  Domestic 
  Canada  

International 

  Total  

2006	

2005	

2004	

prepared	

audited	

prepared	

audited	

prepared	

audited

7% 
46% 
99% 
28% 

81% 
39% 
— 
61% 

9% 
46% 
98% 
31% 

79% 
26% 
— 
54% 

16% 
22% 
98% 
28% 

61%
—
—
35%

“Prepared”	reserves	are	those	quantities	of	reserves	which	were	prepared	by	an	independent	petroleum	consultant.	“Audited”	reserves	are	those	quantities	of	
revenues	which	were	estimated	by	Devon	employees	and	audited	by	an	independent	petroleum	consultant.	An	audit	is	an	examination	of	a	company’s	proved	oil	and	gas	
reserves	and	net	cash	flow	by	an	independent	petroleum	consultant	that	is	conducted	for	the	purpose	of	expressing	an	opinion	as	to	whether	such	estimates,	in	
aggregate,	are	reasonable	and	have	been	estimated	and	presented	in	conformity	with	generally	accepted	petroleum	engineering	and	evaluation	principles.

The	domestic	reserves	were	evaluated	by	the	independent	petroleum	consultants	of	LaRoche	Petroleum	Consultants,	Ltd.	and	Ryder	Scott	Company,	L.P.	in	each	of	
the	years	presented.	The	Canadian	reserves	were	evaluated	by	the	independent	petroleum	consultants	of	AJM	Petroleum	Consultants	in	each	of	the	years	presented.	The	
International	reserves	were	evaluated	by	the	independent	petroleum	consultants	of	Ryder	Scott	Company,	L.P.	in	each	of	the	years	presented.

Set	forth	below	is	a	summary	of	the	changes	in	the	net	quantities	of	crude	oil,	natural	gas	and	natural	gas	liquids	reserves	for	each	of	the	three	years	ended	

December	31,	2006.	Additional	discussion	of	the	significant	proved	reserve	changes	follows	the	tables	below.

  Proved reserves as of December 31, 2003 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2004 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2005 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2006 
  Proved developed reserves as of:

  December 31, 2003 
  December 31, 2004 
  December 31, 2005 
  December 31, 2006 

total

oil	
(mmBBlS)	

GaS	
(BCf)	

646 
(82) 
19 
76 
1 
(74) 
(1) 
585 
     (14) 
       21 
     166     
         2 
     (62) 
     (58)         
     640 
     (21) 
         5 
     139     
       —  
     (55) 
       —         
     708 

392 
400 
    355 
    358 

7,316 
39 
29 
988 
14 
(891) 
(2) 
7,493 
      78 
      (2)            
 1,220 
      10  
  (827) 
  (676) 
 7,296 
    (89) 
  (106) 
 1,491 
    584  
  (815) 
      (5) 
 8,356 

5,980 
6,219 
6,111 
6,518 

natural
GaS	
liquidS	
(mmBBlS)	

209 
1 
21 
25 
— 
(24) 
— 
232 
        4 
       16 
       30 
— 
     (24) 
     (12) 
    246 
       (7) 
5 
       45 
 9 
     (23) 
      —     
    275 

179 
204 
    216 
    229 

total
(mmBoe)	

2,074
(75)
45
266
3
(247)
(1)
2,065
          3
        37
      400
          4
    (224)
    (183) 
  2,102
      (44)
        (6)
      433
      106   
    (214)
        (1) 
   2,376

1,568
1,640
  1,589
  1,674

95

	
	
	
		
 
 
	
	
	
	
	
	
	
	
	
	
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

  Proved reserves as of December 31, 2003 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2004 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2005 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2006 
  Proved developed reserves as of: 

  December 31, 2003 
  December 31, 2004 
  December 31, 2005 
  December 31, 2006 

  Proved reserves as of December 31, 2003 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2004 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2005 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2006 
  Proved developed reserves as of: 

  December 31, 2003 
  December 31, 2004 
  December 31, 2005 
  December 31, 2006 

96

domeStiC

oil	
(mmBBlS)	

GaS	
(BCf)	

212 
5 
2 
16 
— 
(31) 
(1) 
203 
        6 
        2 
      16 
    — 
     (25) 
     (29) 
     173         
     — 
      — 
      16 
      — 
     (19) 
      — 
     170         

171 
168 
    149 
    147 

4,884 
8 
62 
578 
8 
(602) 
(2) 
4,936 
     58 
   238        
   793 
    — 
  (555) 
  (306) 
 5,164 
  (110) 
   (11)    

 1,298 
   580 
 (566) 
      —   
 6,355 

3,935 
4,105 
4,343        
4,916 

Canada

GaS	
(BCf)	

2,297 
32 
(46) 
410 
6 
(279) 
— 
2,420 

22             

(242) 
427           

10 
(261) 
(370)       

2,006 

23             
(84) 
193           

4 
(241) 
(5) 
1,896 

oil	
(mmBBlS)	

148 
(43) 
5 
50 
1 
(14) 
— 
147 
       — 

2            

144 

2               

(13) 
(29)       
253 
    (19)  
      (1)            
109 

       —               

(13) 
  —       
329 

natural
GaS	
liquidS	
(mmBBlS)	

161 
1 
23 
16 
— 
(19) 
— 
182 
        3 
       19 
       20 
      — 
     (18) 
       (9) 
     197         
       (3) 
        6 
       43 
         9 
     (19) 
       — 
     233         

136 
161 
    175 
    196 

natural
GaS	
liquidS	
(mmBBlS)	

48 
— 
(2) 
9 
— 
(5) 
— 
50 
1 
(3) 
10 
— 
(6) 
(3) 
49 
(4) 
(1) 
2 
— 
(4) 
— 
42 

total
(mmBoe)	

1,187
8
35
129
1
(151)
(1)
1,208
        19 
        61 
      169
       —
    (136)
      (89)
   1,232
      (22) 
         5  
      274
      105
    (132)
        —
   1,462

964
1,014
   1,049
   1,163

total
(mmBoe)	

579
(38)
(5)
127
2
(65)
—
600
4
(41)
225
4
(62)
(94)
636
(20)
(16)
145
1
(58)
(1)
687

123 
123 
    103 
    112 

1,964 
2,043 
1,708         
1,560        

43 
43 
     41 
     33 

493
507
    429
    405

	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

  Proved reserves as of December 31, 2003 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2004 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2005 

  Revisions due to prices 
  Revisions other than price 
  Extensions and discoveries 
  Purchase of reserves 
  Production 
  Sale of reserves 

  Proved reserves as of December 31, 2006 
  Proved developed reserves as of: 

  December 31, 2003 
  December 31, 2004 
  December 31, 2005 
  December 31, 2006 

oil	
(mmBBlS)	

GaS	
(BCf)	

international	(1)

natural
GaS	
liquidS	
(mmBBlS)	

286 
(44) 
12 
10 
— 
(29) 
  — 
235 

    (20)            

17 
6 
— 
(24) 
— 
    214 
      (2)            
        6 
14 
— 
(23) 
— 
    209 

98 
109 
103 
      99 

135 
(1) 
13 
— 
— 
(10) 
  — 
137 
  (2) 
    2 
— 
— 
(11) 
— 
126 
  (2) 
(11) 
— 
— 
 (8) 
— 
105 

81 
71 
60       
  42 

— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 

— 
— 
— 
  — 

total
(mmBoe)	

308
(45)
15
10
—
(31)
—
257
    (20)
17
6
—
(26)
—
234
      (2)
        5
14
—
(24)
—
227

111
119
111
    106

(1)  Except for nine MMBoe of proved reserves as of December 31, 2006, the preceding International quantities of reserves are attributable to production sharing contracts with various foreign governments.

Noteworthy	amounts	included	in	the	categories	of	proved	reserve	changes	for	the	years	2006,	2005	and	2004	in	the	above	tables	include:
Extensions and Discoveries		Of	the	433	MMBoe	of	2006	extensions	and	discoveries,	143	MMBoe	related	to	the	Barnett	Shale	area	in	Texas,	88	MMBoe	related	to	
the	Jackfish	steam-assisted	gravity	drainage	project	in	Canada	which	is	expected	to	begin	production	in	2007,	30	MMBoe	related	to	the	Carthage	area	in	east	Texas	and	
20	MMBoe	related	to	the	Washakie	area	in	southern	Wyoming.	

The	2006	extensions	and	discoveries	included	202	MMBoe	related	to	additions	from	Devon’s	infill	drilling	activities,	including	127	MMBoe	related	to	the	Barnett	

Shale	area	and	20	MMBoe	related	to	the	Lloydminster	area	in	Canada.

Of	the	400	MMBoe	of	2005	extensions	and	discoveries,	118	MMBoe	related	to	Jackfish,	54	MMBoe	related	to	the	Barnett	Shale,	and	40	MMBoe	related	to	the	Deep	

Basin	in	Canada.	The	2005	extensions	and	discoveries	included	76	MMBoe	related	to	additions	from	Devon’s	infill	drilling	activities,	including	19	MMBoe	related	to	the	
Barnett	Shale,	16	MMBoe	related	to	Carthage	and	eight	MMBoe	related	to	the	Permian	Basin	in	New	Mexico	and	west	Texas.

Of	the	266	MMBoe	of	2004	extensions	and	discoveries,	32	MMBoe	related	to	the	Canadian	Deep	Basin,	29	MMBoe	related	to	the	Barnett	Shale,	and	28	MMBoe	

related	to	Carthage.	The	2004	extensions	and	discoveries	included	67	MMBoe	related	to	additions	from	Devon’s	infill	drilling	activities,	including	21	MMBoe	related	to	
Carthage,	12	MMBoe	related	to	the	Permian	Basin	and	nine	MMBoe	related	to	the	Barnett	Shale.

Purchase of Reserves		The	2006	total	includes	100	MMBoe	located	in	the	Barnett	Shale	that	was	acquired	in	the	Chief	acquisition.		See	Note	3.
Sale of Reserves		The	2005	total	includes	176	MMBoe	of	reserves	related	to	non-core	oil	and	gas	properties	in	the	offshore	Gulf	of	Mexico	and	onshore	in	the	

United	States	and	Canada.	See	Note	3.

97

	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

Standardized	measure	of	discounted	future	net	Cash	flows

The	tables	below	reflect	the	standardized	measure	of	discounted	future	net	cash	flows	relating	to	Devon’s	interest	in	proved	reserves:

2006	

total	
deCemBer	31,	
2005	

(IN	MILLIoNs)

2004	

$ 

82,354 

94,132 

66,595

(8,518) 
(29,408) 
(13,856) 
30,572 
(13,999) 
16,573 

$ 

2006	

(5,802) 
(25,063) 
(21,425) 
41,842 
(18,784) 
23,058 

domeStiC	
deCemBer	31,	
2005	

(IN	MILLIoNs)

(4,211)
(19,513)
(13,704)
29,167
(13,555)
15,612

2004	

$ 

47,980 

55,954 

39,214

(4,919) 
(18,858) 
(7,588) 
16,615 
(7,938) 
8,677 

$ 

2006	

(2,954) 
(16,213) 
(12,582) 
24,205 
(11,258) 
12,947 

Canada	
deCemBer	31,	
2005	

(IN	MILLIoNs)

(2,208)
(13,181)
(7,597)
16,228
(7,129)
9,099

2004	

$ 

22,575 

26,277 

18,483

(2,395) 
(7,431) 
(3,614) 
9,135 
(4,318) 
4,817 

2006	

$ 

(1,984) 
(6,344) 
(5,986) 
11,963 
(5,332) 
6,631 

international	
deCemBer	31,	
2005	

(IN	MILLIoNs)

(1,353)
(4,285)
(4,200)
8,645
(4,764)
3,881

2004	

$ 

11,799 

11,901 

8,898

(1,204) 
(3,119) 
(2,654) 
4,822 
(1,743) 
3,079 

$ 

(864) 
(2,506) 
(2,857) 
5,674 
(2,194) 
3,480 

(650)
(2,047)
(1,907)
4,294
(1,662)
2,632

Future cash inflows 
Future costs: 
  Development 
  Production 
Future income tax expense 
Future net cash flows 
10% discount to reflect timing of cash flows 
Standardized measure of discounted future net cash flows 

Future cash inflows 
Future costs: 
  Development 
  Production 
Future income tax expense 
Future net cash flows 
10% discount to reflect timing of cash flows 
Standardized measure of discounted future net cash flows 

Future cash inflows 
Future costs: 
  Development 
  Production 
Future income tax expense 
Future net cash flows 
10% discount to reflect timing of cash flows 
Standardized measure of discounted future net cash flows 

Future cash inflows 
Future costs: 
  Development 
  Production 
Future income tax expense 
Future net cash flows 
10% discount to reflect timing of cash flows 
Standardized measure of discounted future net cash flows 

98

		
	
	
		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
		
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
		
	
	
		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes

Future	cash	inflows	are	computed	by	applying	year-end	prices	(averaging	$46.11	per	barrel	of	oil,	$5.06	per	Mcf	of	gas	and	$27.63	per	barrel	of	natural	gas	liquids	at	

December	31,	2006)	to	the	year-end	quantities	of	proved	reserves,	except	in	those	instances	where	fixed	and	determinable	price	changes	are	provided	by	contractual	
arrangements	in	existence	at	year-end.	

Future	development	and	production	costs	are	computed	by	estimating	the	expenditures	to	be	incurred	in	developing	and	producing	proved	oil	and	gas	reserves	at	
the	end	of	the	year,	based	on	year-end	costs	and	assuming	continuation	of	existing	economic	conditions.	Of	the	$8.5	billion	of	future	development	costs,	$2.2	billion,	$1.5	
billion	and	$0.9	billion	are	estimated	to	be	spent	in	2007,	2008	and	2009,	respectively.

Future	development	costs	include	not	only	development	costs,	but	also	future	dismantlement,	abandonment	and	rehabilitation	costs.	Included	as	part	of	the	$8.5	

billion	of	future	development	costs	are	$1.7	billion	of	future	dismantlement,	abandonment	and	rehabilitation	costs.

Future	production	costs	include	general	and	administrative	expenses	directly	related	to	oil	and	gas	producing	activities.	Future	income	tax	expenses	are	computed	
by	applying	the	appropriate	statutory	tax	rates	to	the	future	pre-tax	net	cash	flows	relating	to	proved	reserves,	net	of	the	tax	basis	of	the	properties	involved.	The	future	
income	tax	expenses	give	effect	to	permanent	differences	and	tax	credits,	but	do	not	reflect	the	impact	of	future	operations.

Changes	relating	to	the	Standardized	measure	of	discounted	future	net	Cash	flows

Principal	changes	in	the	standardized	measure	of	discounted	future	net	cash	flows	attributable	to	Devon’s	proved	reserves	are	as	follows:

Beginning balance 
Oil, gas and NGL sales, net of production costs 
Net changes in prices and production costs 
Extensions and discoveries, net of future development costs 
Purchase of reserves, net of future development costs 
Development costs incurred during the period which reduced

future development costs 
Revisions of quantity estimates 
Sales of reserves in place 
Accretion of discount 
Net change in income taxes 
Other, primarily changes in timing and foreign exchange rates 
Ending balance 

2006	

Year	ended	deCemBer	31,	
2005	

(IN	MILLIoNs)

$ 

$ 

23,058 
(6,895) 
(10,519) 
4,579 
786 

1,691 
(2,325) 
(10) 
3,482 
4,247 
(1,521) 
16,573 

15,612 
(7,064) 
11,767 
6,096 
67 

778 
(799) 
(2,897) 
2,270 
(4,691) 
1,919 
23,058 

2004	

15,769
(5,767)
2,027
3,022
31

681
(1,105)
(13)
2,243
(1,580)
304
15,612

99

		
	
	
		
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
notes	

16.		Supplemental	quarterlY	finanCial	information	(unaudited)

Following	is	a	summary	of	the	unaudited	interim	results	of	operations	for	the	years	ended	December	31,	2006	and	2005.

Oil, gas and NGL sales 
Total revenues 
Net earnings 
Net earnings per common share: 
  Basic  
  Diluted  

Oil, gas and NGL sales 
Total revenues 
Net earnings 
Net earnings per common share:
  Basic  
  Diluted  

	firSt	
quarter	

SeCond	
quarter	

2006	
third	
quarter	

fourth	
quarter	

full
Year	

		(IN	MILLIoNs,	exCept	per	shAre	AMouNts)

$ 
$ 
$ 

$ 
$ 

$ 
$ 
$ 

$ 
$ 

2,222 
2,684 
700 

1.58 
1.56 

2,192 
2,589 
859 

1.94 
1.92 

	firSt	
quarter	

SeCond	
quarter	

2,279 
2,696 
705 

1.59 
1.57 

2005	
third	
quarter	

2,193 
2,609 
582 

1.31 
1.29 

  8,886
10,578
  2,846

6.42
6.34

fourth	
quarter	

full
Year	

		(IN	MILLIoNs,	exCept	per	shAre	AMouNts)

1,914 
2,330 
563 

1.17 
1.14 

2,048 
2,437 
653 

1.40 
1.38 

2,262 
2,667 
744 

1.66 
1.63 

2,606 
3,188 
970 

2.18 
2.14 

  8,830
10,622
  2,930

6.38
6.26

The	first,	second	and	third	quarters	of	2006	include	$85	million,	$16	million	and	$20	million,	respectively,	of	reductions	of	carrying	values	of	oil	and	gas	properties.	

The	after-tax	effects	of	these	amounts	were	$85	million	(or	$0.19	per	share),	$16	million	(or	$0.04	per	share)	and	$10	million	(or	$0.02	per	share),	respectively.	Also,	the	
second	quarter	of	2006	included	a	reduction	to	income	tax	expense	of	$243	million	(or	$0.55	per	share)	due	to	statutory	rate	reductions	in	Canada	and	additional	income	
tax	expense	of	$39	million	(or	$0.09	per	share)	due	to	a	new	income-based	tax	enacted	by	the	state	of	Texas.

The	adoption	of	FASB	Statement	No.	158	in	the	fourth	quarter	of	2006	(see	Note	6)	had	no	effect	on	earnings	from	continuing	operations,	net	earnings	or	related	

per	share	amounts	during	any	of	the	quarterly	periods	in	2006.

The	fourth	quarter	of	2005	includes	a	$212	million	reduction	of	carrying	value	of	oil	and	gas	properties	and	a	$14	million	income	tax	benefit	due	to	a	statutory	rate	
reduction	in	Canada.	The	after-tax	effect	of	the	reduction	of	carrying	value	was	$161	million,	or	$0.36	per	share.	The	per	share	effect	of	the	rate	reduction	tax	benefit	was	
$0.03.

Oil,	gas	and	natural	gas	liquids	sales	for	the	first,	second,	third	and	fourth	quarters	of	2006	exclude	$34	million,	$27	million,	$25	million	and	$32	million,	

respectively,	related	to	discontinued	operations	in	Egypt.	Oil,	gas	and	natural	gas	liquids	sales	for	the	first,	second,	third	and	fourth	quarters	of	2005	exclude	$21	million,	
$31	million,	$37	million	and	$30	million,	respectively,	related	to	discontinued	operations	in	Egypt.

100

	
	
	
	
	
		
	
 
 
	
	
	
	
	
		
	
 
Risk Factors to Forward-looking Estimates

The	forward-looking	estimates	beginning	on	page	52	are	based	on	management’s	examination	of	historical	operating	trends,	the	information	which	was	used	to	
prepare	the	December	31,	2006,	reserve	reports	and	other	data	in	Devon’s	possession	or	available	from	third	parties.	Devon	cautions	that	its	future	oil,	natural	gas	and	
NGL	production,	revenues	and	expenses	are	subject	to	all	of	the	risks	and	uncertainties	normally	incident	to	the	exploration	for	and	development,	production	and	sale	of	
oil,	gas	and	NGLs.	These	risks	include,	but	are	not	limited	to,	price	volatility,	inflation	or	lack	of	availability	of	goods	and	services,	environmental	risks,	drilling	risks,	
regulatory	changes,	the	uncertainty	inherent	in	estimating	future	oil	and	gas	production	or	reserves,	and	other	risks	as	outlined	below.	The	production,	transportation,	
processing	and	marketing	of	oil,	natural	gas	and	NGLs	are	complex	processes	which	are	subject	to	disruption	due	to	transportation	and	processing	availability,	mechanical	
failure,	human	error,	meteorological	events	including,	but	not	limited	to,	hurricanes,	and	numerous	other	factors.

price	volatility

Prices	for	oil,	natural	gas	and	NGLs	are	determined	primarily	by	prevailing	market	conditions.	Market	conditions	for	these	products	are	influenced	by	regional	and	
worldwide	economic	conditions,	weather	and	other	local	market	conditions.	These	factors	are	beyond	Devon’s	control	and	are	difficult	to	predict.	In	addition	to	volatility	
in	general,	oil,	gas	and	NGL	prices	may	vary	considerably	due	to	differences	between	regional	markets,	differing	quality	of	oil	produced	(i.e.,	sweet	crude	versus	heavy	or	
sour	crude),	differing	Btu	contents	of	gas	produced,	transportation	availability	and	costs	and	demand	for	the	various	products	derived	from	oil,	natural	gas	and	NGLs.	
Substantially	all	of	Devon’s	revenues	are	attributable	to	sales,	processing	and	transportation	of	these	three	commodities.	Consequently,	Devon’s	financial	results	and	
resources	are	highly	influenced	by	price	volatility.	

oil,	Gas,	and	nGl	production

Estimates	for	future	production	of	oil,	natural	gas	and	NGLs	are	based	on	the	assumption	that	market	demand	and	prices	for	oil,	gas	and	NGLs	will	continue	at	levels	

that	allow	for	profitable	production	of	these	products.	There	can	be	no	assurance	of	such	stability.	Most	of	Devon’s	Canadian	production	of	oil,	natural	gas	and	NGLs	is	
subject	to	government	royalties	that	fluctuate	with	prices.	Thus,	price	fluctuations	can	affect	reported	production.	Also,	Devon’s	international	production	of	oil,	natural	
gas	and	NGLs	is	governed	by	payout	agreements	with	the	governments	of	the	countries	in	which	Devon	operates.	If	the	payout	under	these	agreements	is	attained	earlier	
than	projected,	Devon’s	net	production	and	proved	reserves	in	such	areas	could	be	reduced.

marketing	and	midstream

Estimates	for	future	processing	and	transport	of	oil,	natural	gas	and	NGLs	are	based	on	the	assumption	that	market	demand	and	prices	for	oil,	gas	and	NGLs	will	
continue	at	levels	that	allow	for	profitable	processing	and	transport	of	these	products.	There	can	be	no	assurance	of	such	stability.	Additionally,	Devon	cautions	that	its	
future	marketing	and	midstream	revenues	and	expenses	are	subject	to	all	of	the	risks	and	uncertainties	normally	incident	to	the	marketing	and	midstream	business.	
These	risks	include,	but	are	not	limited	to,	price	volatility,	environmental	risks,	regulatory	changes,	the	uncertainty	inherent	in	estimating	future	processing	volumes	and	
pipeline	throughput,	cost	of	goods	and	services	and	other	risks	as	outlined	herein.

foreign	exchange

Also,	the	financial	results	of	Devon’s	foreign	operations	are	subject	to	currency	exchange	rate	risks.	Unless	otherwise	noted,	all	of	the	dollar	amounts	are	expressed	

in	U.S.	dollars.	Amounts	related	to	Canadian	operations	have	been	converted	to	U.S.	dollars	using	a	projected	average	2007	exchange	rate	of	$0.89	U.S.	dollar	to	$1.00	
Canadian	dollar.	The	actual	2007	exchange	rate	may	vary	materially	from	this	estimate.	Such	variations	could	have	a	material	effect	on	our	forward-looking	estimates.

property	acquisitions	and	dispositions

Although	Devon	has	completed	several	major	property	acquisitions	and	dispositions	in	recent	years,	these	transactions	are	opportunity	driven.	Except	for	the	
planned	divestitures	of	Devon’s	assets	in	Egypt	and	West	Africa,	the	forward-looking	estimates	do	not	include	the	financial	and	operating	effects	of	potential	property	
acquisitions	or	divestitures	during	the	year	2007.		

101

Directors

102

John W. Nichols, 92, is a co-founder of Devon. He 
was named chairman emeritus in 1999. Nichols was 
chairman of the board of directors from the time 
Devon began operations in 1971 until 1999. He is a 
founding partner of Blackwood & Nichols Co., which 
put together the first public oil and gas drilling fund 
ever registered with the Securities and Exchange 
Commission. Nichols is a non-practicing Certified 
Public Accountant.

J. Larry Nichols, 64, is a co-founder of Devon and has 
been a director since 1971. He was named chairman of 
the board of directors in 2000 and serves as chairman 
of the Dividend Committee. Nichols served as president 
from 1976 until 2003 and has been chief executive 
officer since 1980. Nichols serves as a director of Baker 
Hughes Inc. and Sonic Corp. Nichols has a Bachelor of 
Arts degree in Geology from Princeton University and a 
law degree from the University of Michigan.

Thomas F. Ferguson, 70, joined the board of directors 
in 1982 and serves as chairman of the Audit Committee. 
Ferguson retired in 2005 from his position as managing 
director of United Gulf Management Ltd., a wholly-
owned subsidiary of Kuwait Investment Projects Co. 
KSC. He has represented Kuwait Investment Projects 
Co. on the boards of various companies in which it 
invests, including Baltic Transit Bank in Latvia and Tunis 
International Bank in Tunisia. Ferguson is a Canadian 
qualified Certified General Accountant and was 
formerly employed by the Economist Intelligence Unit 
of London as a financial consultant.

Peter J. Fluor, 59, joined the board of directors in 
2003. Fluor served as a director of Ocean Energy Inc. 
from 1980 to 2003 and has been chairman and chief 
executive officer of Texas Crude Energy Inc., a private 
oil and gas company, since January 2001. From 1997 
through 2000, Fluor was president and chief executive 
officer of Texas Crude Energy Inc. He also serves as lead 
independent director of Fluor Corp. and is a director of 
Cameron Corp.

David M. Gavrin, 72, joined the board of directors 
in 1979 and is lead director and chairman of the 
Compensation Committee. Gavrin has been a private 
investor since 1989 and is a director and chairman 
of the board of MetBank Holding Corp. He is also 
president and a director of Arthur J. Gavrin Foundation 
Inc. From 1978 to 1988, he was a general partner of 
Windcrest Partners, a private investment partnership 
in New York City, and, for 14 years prior to that, he was 
an officer of Drexel Burnham Lambert Inc.

John A. Hill, 65, joined the board of directors in 2000 
following Devon’s merger with Santa Fe Snyder Corp. 
and serves as chairman of the Governance Committee. 
He has been with First Reserve Corp., an oil and gas 
investment management company, since 1983 and is 
currently its vice chairman and managing director. Prior 
to creating First Reserve Corp., Hill was president and 
chief executive officer of several investment banking and 
asset management companies and served as the deputy 
administrator of the Federal Energy Administration during 
the Ford Administration. Hill is chairman of the board 
of trustees of the Putnam Funds in Boston, a trustee of 
Sarah Lawrence College and director of various companies 
controlled by First Reserve Corp.  

Robert L. Howard, 70, joined the board of directors in 
2003 and is chairman of the Reserves Committee. Howard 
served as a director of Ocean Energy Inc. from 1996 to 
2003. He retired in 1995 from his position as vice president 
of Domestic Operations, Exploration and Production, of 
Shell Oil Co. Howard is also a director of Southwestern 
Energy Co. and McDermott International Inc.

William J. Johnson, 72, has been on the board 
of directors since 1999. Johnson has been a private 
consultant to the oil and gas industry since 1994. He 
is president and a director of JonLoc Inc., an oil and 
gas company of which he and his family are the only 
stockholders. Johnson has served as a director of Tesoro 
Corp. since 1996. From 1991 to 1994, Johnson was 
president, chief operating officer and a director of  
Apache Corp.

Michael M. Kanovsky, 58, joined the board of directors 
in 1998. He was a co-founder of Northstar Energy 
Corp. and served on Northstar’s board of directors from 
1982 to 1998. He is president of Sky Energy Corp. and 
serves as a director of Kinwest Energy Corp. and North 
American Oil Sands Corp., all privately held energy 
corporations. Kanovsky also is a director of Accrete Energy 
Inc., ARC Resources Ltd., Bonavista Petroleum Ltd., Pure 
Technologies Ltd. and TransAlta Corp.

J. Todd Mitchell, 48, joined the board of directors in 
2002. He served as president of GPM Inc., a family-owned 
investment company, from 1998 to 2006, and currently 
serves as its vice president for strategic planning. He also 
has served as president of Dolomite Resources Inc., a 
privately owned mineral exploration and investments 
company, since 1987 and as chairman of Rock Solid 
Images, a privately owned seismic data analysis software 
company, since 1998. Mitchell was on the board of 
directors of Mitchell Energy & Development Corp. from 
1993 to 2002.

Senior Officers

John Richels, 56, was elected president of Devon in 
2004. He previously served as a senior vice president 
of Devon and president and chief executive officer of 
Devon’s Canadian subsidiary. Richels joined Devon 
through its 1998 acquisition of Canadian-based 
Northstar Energy Corp. Prior to joining Northstar, 
Richels was managing and chief operating partner of 
the Canadian-based national law firm, Bennett Jones. 
While employed at Bennett Jones in the 1980s, Richels 
served as general counsel of the XV Olympic Winter 
Games Organizing Committee in Calgary. Richels also 
has served as a director of a number of publicly traded 
companies. He holds a bachelor’s degree in economics 
from York University and a law degree from the 
University of Windsor.

Stephen J. Hadden, 52, was elected to the position 
of senior vice president, Exploration and Production, 
in 2004. In 1977, Hadden joined Texaco, now Chevron 
Corp., as a field engineer, subsequently holding a 
series of engineering and management positions in 
the United States. He served as vice president of Texaco 
Exploration and Production and as vice president of 
the company’s California business unit. In 2002, he 
became an independent consultant. Hadden received 
a Bachelor of Science degree in chemical engineering 
from Pennsylvania State University.

Marian J. Moon, 56, was elected to the position of 
senior vice president, Administration, in 1999. Moon 
is responsible for office administration, information 
technology, human resources, corporate resources 
and corporate governance. Moon has been with 
Devon for 22 years and served in various capacities, 
including manager of Corporate Finance and corporate 
secretary. Prior to joining Devon, Moon was employed 
by Amarex Inc., an Oklahoma City-based oil and 
natural gas production and exploration firm, where 
her last position was treasurer. Moon is a member of 
the Society of Corporate Secretaries & Governance 
Professionals and a graduate of Valparaiso University.

Darryl G. Smette, 59, was elected to the position 
of senior vice president, Marketing and Midstream, 
in 1999. Smette previously held the position of vice 
president, Marketing and Administrative Planning. 
His marketing background includes 15 years 
with Energy Reserves Group Inc./BHP Petroleum 
(Americas) Inc. He is also an oil and gas industry 
instructor, approved by the University of Texas 
Department of Continuing Education. Smette is a 
member of the Oklahoma Independent Producers 
Association, Natural Gas Association of Oklahoma 
and the American Gas Association. He holds an 
undergraduate degree from Minot State University 
and a master’s degree from Wichita State University.

Lyndon C. Taylor, 48, was elected to the position of 
senior vice president and general counsel in February 
2007. Taylor had served as Devon’s deputy general 
counsel since August 2005. Prior to joining Devon, 
Taylor was with Skadden, Arps, Slate, Meagher & 
Flom, LLP for 20 years, most recently as managing 
partner of the Houston office’s energy practice. He 
is admitted to practice law in Oklahoma and Texas. 
Taylor holds a Bachelor of Science degree in industrial 
engineering from Oklahoma State University and a 
law degree from the University of Oklahoma.

103

Glossary

Bitumen / A viscous, tar-like oil that requires nonconven-
tional production methods such as mining or steam-assisted 
gravity drainage.

Lease / A legal contract that specifies the terms of the 
business relationship between an energy company and a 
landowner or mineral rights holder on a particular tract.

Block / Refers to a contiguous leasehold position. In federal 
offshore waters, a block is typically 5,000 acres.

British thermal unit (Btu) / A measure of heat value. An 
Mcf of natural gas is roughly equal to one million Btu.

Coalbed natural gas / An unconventional gas resource 
that is present in certain coal deposits.

Deep water / In offshore areas, water depths of greater 
than 600 feet.

Delineation well / A well drilled just outside the proved 
area of an oil or gas reservoir in an attempt to extend the 
known boundaries of the reservoir.

Development well / A well drilled within the area of an oil 
or gas reservoir known to be productive. Development wells 
are relatively low risk.

Dry hole / A well found to be incapable of producing oil or 
gas in sufficient quantities to justify completion.

Exploitation / Various methods of optimizing oil and gas 
production or establishing additional reserves from produc-
ing properties through additional drilling or the application 
of new technology.

Exploratory well / A well drilled in an unproved area, 
either to find a new oil or gas reservoir or to extend a known 
reservoir. Sometimes referred to as a wildcat.

Field / A geographical area under which one or more oil or 
gas reservoirs lie.

Floating production, storage and offloading unit 
(FPSO) / A moored tanker-type vessel used to develop 
an offshore oil field. Oil is stored within the FPSO until 
offloaded to a tanker for transportation to a terminal or 
refinery.

Formation / An identifiable layer of rocks named after the 
geographical location of its first discovery and dominant 
rock type.

London Inter Bank Offering Rate (LIBOR) / An average 
of the interest rate on dollar-denominated deposits, also 
known as Eurodollars, traded between banks in London.

Natural gas liquids (NGLs) / Liquid hydrocarbons that 
are extracted and separated from the natural gas stream. 
NGL products include ethane, propane, butane and natural 
gasoline.

Net acres / Gross acres multiplied by one’s fractional work-
ing interest in the property.

New York Mercantile Exchange (NYMEX) / The world’s 
largest physical commodity futures exchange. The prices 
quoted for oil, gas and other commodity transactions on the 
exchange are the basis for prices paid throughout the world.

Oil sands / A complex mixture of sand, water and clay trap-
ping very heavy oil known as bitumen.

Pilot program / A small-scale test project used to assess 
the viability of a concept prior to committing significant 
capital to a large-scale project.

Production / Natural resources, such as oil or gas, taken out 
of the ground.

royalties.

  Net production / Gross production, minus royalties,  
  multiplied by one’s fractional working interest.

Prospect / An area designated for the potential drilling of 
development or exploratory wells.

Proved reserves / Estimates of oil, gas and NGL quantities 
thought to be recoverable from known reservoirs under 
existing economic and operating conditions.

Recavitate / The process of applying pressure surges on the 
coal formation at the bottom of a well in order to increase 
fracturing, enlarge the bottomhole cavity and thereby 
increase gas production.

Fracture, refracture / The process of applying hydraulic 
pressure to an oil or gas bearing geological formation to 
crack the formation and stimulate the release of oil and gas.

Recompletion / The modification of an existing well for 
the purpose of producing oil or gas from a different produc-
ing formation.

Gross acres / The total number of acres in which one owns 
a working interest.

Reservoir / A rock formation or trap containing oil and/or 
natural gas.

Hedge /  A financial contract entered into to manage com-
modity price risk.

Royalty / The owner’s share of the value of minerals (oil and 
gas) produced on the property.

Increased density/infill / A well drilled in addition to the 
number of wells permitted under initial spacing regulations, 
used to enhance or accelerate recovery, or prevent the loss 
of proved reserves.

Independent producer / A non-integrated oil and gas 
producer with no refining or retail marketing operations.

Seismic / A tool for identifying underground accumula-
tions of oil or gas by sending energy waves or sound waves 
into the earth and recording the wave reflections. Results 
indicate the type, size, shape and depth of subsurface 
rock formations. 2-D seismic provides two-dimensional 
information while 3-D creates three-dimensional pictures. 
4-C, or four-component, seismic utilizes measurement and 
interpretation of shear wave data. 4-C seismic improves the 
resolution of seismic images below shallow gas deposits.

104

Steam-assisted gravity drainage (SAGD) / A method of 
extracting bitumen from oil sands. Steam is injected under 
ground, softening the bitumen and allowing it to flow to 
the surface.

Undeveloped acreage / Lease acreage on which wells 
have not been drilled or completed to a point that would 
permit the production of commercial quantities of oil or gas.

Unit / A contiguous parcel of land deemed to cover one 
or more common reservoirs, as determined by state or 
federal regulations. Unit interest owners generally share 
proportionately in costs and revenues.

Working interest / The cost-bearing ownership share of an 
oil or gas lease.

Workover / The process of conducting remedial work, 
such as cleaning out a well bore, to increase or restore 
production.

VOLUME ACRONYMS

Bbl / A standard oil measurement that equals one barrel  
(42 U.S. gallons).

  MBbl / One thousand barrels

  MMBbls / One million barrels

Mcf / A standard measurement unit for volumes of natural 
gas that equals one thousand cubic feet.

  MMcf / One million cubic feet

  Bcf / One billion cubic feet

Tcf / One tillion cubic feet

  MMcfd / One million cubic feet per day

Boe / A method of equating oil, gas and natural gas liquids. 
Gas is converted to oil based on its relative energy content 
at the rate of six Mcf of gas to one barrel of oil. NGLs are 
converted based upon volume: one barrel of natural gas 
liquids equals one barrel of oil.

  MBoe / One thousand barrels of oil equivalent

  MMBoe / One million barrels of oil equivalent

  MBoed / One thousand barrels of oil equivalent per day

  Gross production / Total production before deducting  

  MBbld / One thousand barrels per day

 
 
 
 
    This annual report was printed 
on paper containing a minimum of 
10% post-consumer fibers.

105

Forward-Looking Statements  This annual report includes “forward-looking statements” as defined by the Securities and Exchange Commission. Such statements are those concerning Devon’s plans, expectations and objectives for future operations including reserve potential and exploration target size. These statements address future financial position, business strategy, future capital expenditures, projected oil and gas production and future costs. Devon believes that the expectations reflected in such forward-looking statements are reasonable. However, important risk factors could cause actual results to differ materially from the company’s expectations. A discussion of these risk factors can be found on page 101 of this report. Further information is available in the company’s Form 10-K and other publicly available reports, which are available free of charge on the company’s website, www.devonenergy.com, or will be furnished upon request to the company.Corporate HeadquartersDevon Energy Corporation20 North BroadwayOklahoma City, OK 73102-8260Telephone: (405) 235-3611Fax: (405) 552-4550Permian, Mid-Continent,Rocky Mountains andMarketing and Midstream OperationsDevon Energy Corporation20 North BroadwayOklahoma City, OK 73102-8260Telephone: (405) 235-3611Fax: (405) 552-4550Gulf, Gulf Coast and International OperationsDevon Energy CorporationDevon Energy Tower1200 Smith StreetHouston, TX 77002-4313Telephone: (713) 286-5700Canadian OperationsDevon Canada Corporation2000, 400 - 3rd Avenue S.W.Calgary, Alberta T2P 4H2Telephone: (403) 232-7100Royalty Owner AssistanceTelephone: (405) 228-4800E-mail: DevonRevenueHotline@dvn.comShareholder AssistanceFor information about transfer or exchange of shares, dividends, address changes, account consolidation, multiple mailings, lost certificates and Form 1099:UMB Bank, n.a.Securities Transfer Division928 Grand BoulevardKansas City, MO 64106 Toll free: (877) 860-5820www.umb.comCompany ContactsVince White, Vice PresidentCommunications and Investor RelationsTelephone: (405) 552-4505E-mail: vince.white@dvn.comInvestor relatIons:Zack HagerManager, Investor RelationsTelephone: (405) 552-4526E-mail: zack.hager@dvn.comShea SnyderSupervisor, Investor RelationsTelephone: (405) 552-4782E-mail: shea.snyder@dvn.comScott CoodySenior Investor Relations AnalystTelephone: (405) 552-4735E-mail: scott.coody@dvn.comMedIa:Brian EngelManager, Public AffairsTelephone: (405) 228-7750E-mail: brian.engel@dvn.comChip MintySenior External Communications SpecialistTelephone: (405) 228-8647E-mail: chip.minty@dvn.comPublicationsA copy of Devon’s annual report to the Securities and Exchange Commission (Form 10-K) and other publications are available at no charge upon request. Direct requests to:Judy RobertsShareholder Services AdministratorTelephone: (405) 552-4570Fax: (405) 552-7818E-mail: judy.roberts@dvn.comAnnual MeetingOur annual shareholders’ meeting will be held at 8 a.m. Central Time on Wednesday, June 6, 2007, on the Third Floor of the  Chase Tower, 100 North Broadway,  Oklahoma City, OK.Independent AuditorsKPMG LLPOklahoma City, OKStock Trading DataDevon Energy Corporation’s common stock is traded on the New York Stock Exchange (symbol: DVN). There are approximately 16,000 shareholders of record.Common Stock Trading DataInvestor Information2005Quarter	HigH	Low	Last	totaL	VoLumeFirst		$		49.42		36.48	47.75	195,070,400	Second	$		52.31	40.60	50.68	222,165,200	Third		$		70.35	50.75	68.64	184,169,700	Fourth	$		69.79	54.01	62.54	246,835,700	2006Quarter	HigH	Low	Last	totaL	VoLumeFirst		$		69.97			55.31			61.17			184,716,100	Second	$		65.25			48.94			60.41			200,005,000	Third			$		74.65			57.19			63.15			214,743,800	Fourth	$		74.48			58.55			67.08			174,048,200	Dollars4504003503002502001501005002001	2002	2003	2004	2005	2006450400350300250200150100500Certifications  The Form 10-K which was filed by the company with the Securities and Exchange Commission (SEC) for the fiscal year ending December 31, 2006 includes as exhibits, the certifications of our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, required to be filed with the SEC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.  The company has also filed with the New York Stock Exchange the 2006 annual certification of its Chief Executive Officer confirming that the company has complied with the New York Stock Exchange corporate governance listing standards.Stock Performance – 5-Year Cumulative Total ReturnDevonS&P 500SIC Code(1)(1)  Stock Index for Crude Petroleum and Natural Gas  
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