dvn-8k_20151231.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 11-K

 

 

þ

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

or

¨

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 001-32318

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Devon Energy Corporation Incentive Savings Plan

 

B.

Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, OK 73102-5015


 

 


 

DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

FORM 11-K

TABLE OF CONTENTS

 

Report of Independent Registered Public Accounting Firm

3

 

 

Financial Statements

 

Statements of Net Assets Available for Benefits

4

Statement of Changes in Net Assets Available for Benefits

5

Notes to Financial Statements

6

 

 

Supplemental Schedule

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

13

 

 

Signatures

20

 

 


2


 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

Plan Administrator

Devon Energy Corporation Incentive Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of Devon Energy Corporation Incentive Savings Plan (the “Plan”) as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Devon Energy Corporation Incentive Savings Plan as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

 

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of Devon Energy Corporation Incentive Savings Plan’s financial statements. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the basic financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

 

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma

June 8, 2016

3


 

DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

  

 

December 31,

 

 

 

2015

 

 

2014

 

ASSETS

 

 

 

 

 

 

 

 

Investments, at fair value

 

$

686,167,852

 

 

$

707,705,279

 

Employer contributions receivable

 

 

8,102,953

 

 

 

6,403,761

 

Notes receivable from participants

 

 

9,136,106

 

 

 

9,722,071

 

Other receivables

 

 

1,938,831

 

 

 

1,079,340

 

Total assets

 

 

705,345,742

 

 

 

724,910,451

 

LIABILITIES

 

 

 

 

 

 

 

 

Other liabilities

 

 

966,696

 

 

 

1,200,494

 

Total liabilities

 

 

966,696

 

 

 

1,200,494

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

704,379,046

 

 

$

723,709,957

 

 

See accompanying notes to financial statements.

4


 

DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

Year Ended December 31,

 

 

 

2015

 

Additions:

 

 

 

 

Investment income:

 

 

 

 

Net depreciation in fair value of investments

 

$

(40,714,651

)

Dividend income

 

 

11,931,628

 

Interest income

 

 

12,462

 

Net investment loss

 

 

(28,770,561

)

Contributions:

 

 

 

 

Participant, including rollovers

 

 

41,025,163

 

Employer, net of forfeitures

 

 

53,603,337

 

Total contributions

 

 

94,628,500

 

Interest income on notes receivable from participants

 

 

395,832

 

Total additions

 

 

66,253,771

 

Deductions:

 

 

 

 

Distributions to participants

 

 

83,039,851

 

Administrative expenses

 

 

2,544,831

 

Total deductions

 

 

85,584,682

 

Net decrease in net assets available for benefits

 

 

(19,330,911

)

Net assets available for benefits:

 

 

 

 

Beginning of year

 

 

723,709,957

 

End of year

 

$

704,379,046

 

 

See accompanying notes to financial statements.

 

5


DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

1.

Description of Plan   

 

The following description of the Devon Energy Corporation Incentive Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the plan agreement and respective amendments for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan covering substantially all United States employees of Devon Energy Corporation (“Devon”) and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Employees are eligible to participate in the Plan as soon as administratively possible following the completion of one hour of service. There is no minimum age requirement for employees to be eligible.

 

The plan administrator is a committee of Devon employees who are appointed by and serve at the direction of Devon (the “Benefits Committee”). The Benefits Committee is responsible for administration of the Plan, except for the duties related to selecting and monitoring the Plan’s investment options. The selection and monitoring of investment options, and related functions, is the responsibility of a separate committee of Devon employees who are appointed by and serve at the direction of Devon (the “Investments Committee”).

 

Devon’s Board of Directors, or a committee thereof, has the sole responsibility for appointing and removing the Plan’s trustee, which is currently Fidelity Management Trust Company (the “Trustee”). Under the terms of an agreement between the Trustee and the Plan, the Trustee administers the Plan’s trust in accordance with instructions provided by the Benefits Committee.

 

Contributions

 

As defined in the Plan, participants may elect to contribute from 1% to 50% of their compensation to the Plan on a pre-tax basis or on an after-tax, designated Roth basis. The combined pre-tax and designated Roth contributions are subject to limitations under the Internal Revenue Code (the “Code”). Participants who have attained age 50 before the end of the Plan year are eligible to make pre-tax or designated Roth catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (“Rollover Contributions”). Participant Rollover Contributions were approximately $4,848,000 during 2015.

 

Employees hired on or after January 1, 2008, who do not take action to either enroll or decline to enroll in the Plan, are automatically enrolled in the Plan with a pre-tax salary deferral contribution rate equal to 3%.

 

Participants may receive an employer match on their contribution to the Plan in an amount determined annually by Devon. The amount of the matching contribution will vary according to the participant’s years of service and whether the participant is eligible for enhanced contributions. Participants employed subsequent to October 1, 2007 and participants who opted out of a separate defined benefit plan sponsored by Devon are eligible for enhanced contributions. During 2015, for all participants with at least five years of service, Devon contributed amounts equal to 100% of each participant’s contributions to the Plan, with the matching contribution being limited to the lesser of 6% of the participant’s compensation or $15,900. For participants with less than five years of service, Devon’s matching contributions in 2015 were limited to the lesser of 3% of the participant’s compensation or $7,950.  

 

Participants eligible for enhanced contributions also receive additional, nondiscretionary contributions by Devon calculated as a percentage of their compensation, as defined in the Plan. In 2015, the enhanced contribution percentage ranged from 8% to 16%, depending upon a participant’s years of service.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution, Devon’s contribution and allocations of earnings or losses on the investments selected by the participant and charged with an allocation of administrative expenses. Allocations are based on participant earnings, account balances or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.


6

 


DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

Investments  

 

Participants direct their account balances to be invested in a number of investment options. Participants may change their investment options on a daily basis. Investment options of the Plan as of December 31, 2015 consist of mutual funds, equity securities, Devon common stock, collective trust funds, stable value fund and Brokerage Link. Brokerage Link is a self-directed brokerage account that allows participants to invest in a wide variety of funds.

 

Vesting and Forfeitures

 

Participants are vested immediately in their contributions, plus the associated investment income or losses. For each year of service up to four years, a participant becomes 25% vested in employer contributions to their account and the associated investment income or losses. Participants will become vested upon a change of control of Devon, as defined in the Plan or if the participant dies, becomes totally disabled or reaches age 65 while employed by Devon.

 

Upon a termination of service that results in nonvested amounts in a participant’s account, the nonvested portion is forfeited and used to reduce Devon’s future contributions or pay expenses. Employer contributions were reduced by $2,317,000 in 2015 due to forfeitures. In 2015, Plan expenses of approximately $387,000 were paid by forfeitures. As of December 31, 2015 and 2014, there were approximately $853,000 and $1,231,000, respectively, of forfeitures available to reduce future employer contributions or pay expenses.

 

Effective April 2016, the Plan incurred a partial plan termination whereby affected participants became fully vested in their account as of their termination date.

 

Notes Receivable from Participants

 

Participants may borrow from their fund accounts and may have up to two loans outstanding at any time. Total borrowings may not exceed the lesser of 50% of a participant’s vested balance or $50,000. The loans are secured by the balance in the participants’ accounts. The loans bear interest at a fixed rate, which approximates the rate generally charged for consumer loans secured by certificates of deposit or marketable securities. The interest rates ranged from 4.25% to 9.50% at December 31, 2015. The terms of the loans may not exceed five years, except for loans used to purchase a primary residence, in which case the loan term generally will not exceed 15 years. Maturity dates ranged from January 2016 to August 2030 at December 31, 2015. Principal and interest is repaid through biweekly payroll deductions from the participants’ wages.

 

Payment of Benefits

 

While still employed, a participant who is age 59½ or older may withdraw all or part of the vested interest in their account at any time. Participants who are still employed also may withdraw their Rollover Contributions regardless of age. In addition, participants who are still employed and who have taken all other withdrawals and loans available under the Plan may also request a withdrawal in an amount necessary to satisfy an immediate and heavy financial need.  

 

On termination of service due to death, disability or upon retirement, participants (or a beneficiary in the case of death) may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in their account or equal installments (monthly, quarterly, semi-annually or annually) for any period less than the life expectancy of the participant and their beneficiary. For termination of service for other reasons, participants may receive the value of the vested interest in their account as a lump-sum distribution. Depending on the value of the participant’s vested interest in their account at the time of their termination of service, the value of the participant’s vested interest may be automatically paid in a lump-sum distribution, paid in a direct rollover or automatically rolled over to an individual retirement account or annuity established in the participant’s or beneficiary’s name.

 


7


DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

2.

Summary of Significant Accounting Policies  

 

The following are the significant accounting policies followed by the Plan in preparing the accompanying financial statements.

 

Basis of Presentation

 

The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.  

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell the investment in an orderly transaction between market participants. This price is commonly referred to as the “exit price.” Fair value measurements are classified according to a hierarchy that prioritizes the inputs underlying the valuation techniques. This hierarchy consists of three broad levels:

 

 

·

Level 1 – Inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority. When available, Level 1 inputs are used to measure fair value because they generally provide the most reliable evidence of fair value.

 

 

·

Level 2 – Inputs consist of quoted prices that are generally observable for the asset. Common examples of Level 2 inputs include quoted prices for similar assets in active markets or quoted prices for identical assets in markets not considered to be active.

 

 

·

Level 3 – Inputs are not observable from objective sources and have the lowest priority. The most common Level 3 fair value measurement is an internally developed cash flow model.

 

Realized gains or losses are calculated based on proceeds from the sale of investments and the fair value of the investments at the beginning of the plan year or at time of purchase if acquired during the current plan year. Unrealized appreciation or depreciation of the investments is calculated based on the fair value of the investments at the end of the plan year and the fair value of the investments at the beginning of the plan year or at time of purchase if acquired during the current plan year. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2015 or 2014. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.

 


8


DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

Payment of Benefits

 

Benefits are recorded when paid.

 

Administrative Expenses

 

Trustee, audit and certain other administrative fees are paid by Devon on behalf of the Plan and are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment-related expenses are included in net depreciation of fair value of investments.

 

Recently Issued Accounting Standards

 

In May 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent), which exempts investments measured using the net asset value (NAV) practical expedient in ASC 820, Fair Value Measurement, from categorization within the fair value hierarchy. The guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. Devon elected to early adopt the provisions of this new standard. Accordingly, the amendment was retrospectively applied and prior-period information has been adjusted.

 

In July 2015, the FASB issued ASU 2015-12, Plan Accounting:  Defined Benefit Pension Plans (Topic 960) Defined Contribution Pension Plans (Topic 962) and Health and Welfare Benefit Plans (Topic 965): Part (I) Fully Benefit-Responsive Investment Contracts, Part (II) Plan Investment Disclosures, Part (III) Measurement Date Practical Expedient. This three-part standard simplifies employee benefit reporting with respect to fully benefit-responsive investment contracts and plan investment disclosures, and provides for a measurement-date practical expedient. Part I and II are effective for fiscal years beginning after December 15, 2015, and should be applied retrospectively, with early application permitted. Part III is effective for fiscal years beginning after December 15, 2015, and should be applied prospectively, with early application permitted. Devon elected to adopt Parts I and II early. Accordingly, the adjustment from fair value to contract value for fully benefit-responsive investment contracts held by a collective trust has been removed from the Statement of Net Assets. Part III is not applicable to this Plan.

 


9


DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

3.

Fair Value Measurements  

 

The following tables provide the Plan’s investments at fair value according to the fair value hierarchy. The Plan had no Level 2 or Level 3 investments as of December 31, 2015 and 2014. There have been no changes in the methodologies used at December 31, 2015 and 2014.

 

  

 

As of December 31, 2015

 

 

 

Total

 

 

Level 1 Inputs

 

Mutual funds

 

$

195,042,593

 

 

$

195,042,593

 

Self-directed brokerage account

 

 

34,852,794

 

 

 

34,852,794

 

Common stock

 

 

228,243,491

 

 

 

228,243,491

 

Total assets in the fair value hierarchy

 

$

458,138,878

 

 

$

458,138,878

 

Investments measured at net asset value

 

 

228,028,974

 

 

 

 

 

Investments at fair value

 

$

686,167,852

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014

 

 

 

Total

 

 

Level 1 Inputs

 

Mutual funds

 

$

203,483,055

 

 

$

203,483,055

 

Self-directed brokerage account

 

 

34,109,255

 

 

 

34,109,255

 

Common stock

 

 

259,578,607

 

 

 

259,578,607

 

Total assets in the fair value hierarchy

 

$

497,170,917

 

 

$

497,170,917

 

Investments measured at net asset value

 

 

210,534,362

 

 

 

 

 

Investments at fair value

 

$

707,705,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2015 and 2014, respectively.

 

December 31, 2015

 

Fair Value

 

 

Unfunded Commitments

 

Redemption Frequency

 

Redemption Notice Period

Commingled funds:

 

 

 

 

 

 

 

 

 

 

US Equity

 

$

97,016,550

 

 

None

 

Daily

 

None

International Equity

 

 

63,251,907

 

 

None

 

Daily

 

None

World Equity

 

 

22,833,683

 

 

None

 

Daily

 

None

Real Estate

 

 

5,490,498

 

 

None

 

Daily

 

None

Total commingled funds

 

 

188,592,638

 

 

 

 

 

 

 

Stable value collective:

 

 

 

 

 

 

 

 

 

 

Trust fund

 

 

39,436,336

 

 

None

 

Daily

 

12 months

Investments measured at net asset value

 

$

228,028,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

Fair Value

 

 

Unfunded Commitments

 

Redemption Frequency

 

Redemption Notice Period

Commingled funds:

 

 

 

 

 

 

 

 

 

 

US Equity

 

$

99,985,271

 

 

None

 

Daily

 

None

International Equity

 

 

67,644,919

 

 

None

 

Daily

 

None

Real Estate

 

 

4,945,032

 

 

None

 

Daily

 

None

Total commingled funds

 

 

172,575,222

 

 

 

 

 

 

 

Stable value collective:

 

 

 

 

 

 

 

 

 

 

Trust fund

 

 

37,959,140

 

 

None

 

Daily

 

12 months

Investments measured at net asset value

 

$

210,534,362

 

 

 

 

 

 

 

 

10


DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

The following methods and assumptions were used to estimate the fair values in the tables above.

 

Mutual funds. Valued at the daily closing price as reported by the fund.

 

Self-directed brokerage accounts. Accounts primarily consist of mutual funds that are valued on the basis of readily determinable market prices.

 

Common stocks. Valued at the closing price reported on the active market on which the individual securities are traded.

 

Commingled funds. Valued based on the net asset value of the commingled funds’ underlying investments using information reported by the investment advisor. The net asset value is used as a practical expedient to estimate fair value.

 

Stable value collective trust fund. Valued at the net asset value of units of the collective trust. The net asset value is used as a practical expedient to estimate fair value. The practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to ensure that securities liquidations will be carried out in an orderly business manner.

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although these valuation methods are appropriate and consistent with those used by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 

4.

Plan Termination

 

Although Devon has not expressed any intent to terminate the Plan, it may do so at any time. Benefits owed to participants are not actuarially determined and the aggregate vested benefits are limited to the Plan’s net assets available for plan benefits. In the event of the Plan’s termination, participants would become 100% vested in their accounts.

 

5.

Related Party Transactions

 

The Trustee and Devon are parties in interest as defined by ERISA. Certain plan investments are shares of mutual funds managed by Fidelity Management & Research Company, which is an affiliate of the Trustee. The Trustee also invests certain Plan assets in the Devon Stock Fund. Such transactions qualify as party-in-interest transactions permitted by the Department of Labor regulations.

 

6.

Tax Status

 

The Internal Revenue Service has determined and informed Devon by a letter dated April 16, 2010 that the Plan and related trusts are designed in accordance with applicable sections of the Code. Prior to April 16, 2010, the Plan operated under a determination letter dated August 1, 2002. Although the Plan has been amended since receiving the determination letter, the Benefits Committee believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Code.

 

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Benefits Committee has analyzed the tax positions taken by the Plan and has concluded that there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements as of December 31, 2015 and 2014.

 


11


DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

7.

Risk and Uncertainties 

 

In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks. Because of the risks associated with investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

8.

Reconciliation of Financial Statement to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2015 and 2014 to Form 5500.  

 

 

2015

 

 

 

2014

 

Net assets available for benefits per the financial statements

 

$

704,379,046

 

 

 

$

723,709,957

 

Adjustment from contract value to fair value for interest in collective trust relating to fully benefit-responsive investment contracts

 

 

-

 

 

 

 

(344,479

)

Net assets available for benefits per Form 5500

 

$

704,379,046

 

 

 

$

723,365,478

 

 

The following is a reconciliation of investment income per the financial statements for 2015 to Form 5500:

 

 

2015

 

Net investment loss per financial statements

 

$

(28,770,561

)

Interest income on notes receivable from participants

 

 

395,832

 

Adjustment from contract value to fair value for interest in collective trust relating to fully benefit-responsive investment contracts

 

 

344,479

 

Net investment income per Form 5500

 

$

(28,030,250

)

 

 

 

 

12


 

Devon Energy Corporation Incentive Savings Plan

 

 

 

 

 

 

 

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Identity of issue, borrower, lessor or similar party

 

Description of investment

 

Number of Shares or Units

 

 

Current Value

 

Devon Energy Corporation**

 

Devon common stock

 

 

794,094

 

 

$

25,411,008

 

Cash equivalent fund:

 

 

 

 

 

 

 

 

 

 

   INTEREST-BEARING CASH

 

Money-market securities

 

 

 

 

 

 

6,575,722

 

   THE VANGUARD GROUP

 

Vanguard Money Market Fund

 

 

20,038,467

 

 

 

20,038,467

 

Mutual Funds and Collective Trust Funds:

 

 

 

 

 

 

 

 

 

 

   ABERDEEN

 

Aberdeen Emerging Markets Fund

 

 

691,934

 

 

 

7,860,375

 

   BLACKROCK, INC.

 

Blackrock MSCI ACWI Minimum Volatility Fund

 

 

2,352,350

 

 

 

22,833,683

 

   BLACKROCK, INC.

 

International Equity Index

 

 

5,357,062

 

 

 

63,251,907

 

   BLACKROCK, INC.

 

US Equity Index

 

 

4,408,761

 

 

 

97,016,550

 

   CAPITAL RESEARCH & MANAGEMENT COMPANY

 

Europacific Growth Fund

 

 

122,872

 

 

 

5,568,571

 

   HARBOR FUNDS

 

Harbor International Fund

 

 

663,816

 

 

 

39,450,571

 

   INVESCO

 

Invesco Equity Real Estate Securities Trust

 

 

44,325

 

 

 

5,490,498

 

   JPMORGAN

 

JPMorgan Core Plus Bond Fund

 

 

6,597,486

 

 

 

53,175,735

 

   NEUBERGER BERMAN

 

Neuberger Berman High Yield Bond Fund

 

 

2,485,687

 

 

 

20,034,642

 

   PIMCO FUNDS

 

PIMCO All Asset All Authority

 

 

3,943,011

 

 

 

30,164,035

 

   SEI TRUST COMPANY

 

PIMCO Stable Income Fund

 

 

386,252

 

 

 

39,436,336

 

   WESTERN ASSET

 

Inflation Indexed Plus Bond Portfolio

 

 

1,116,924

 

 

 

12,174,475

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

ABERCROMBIE & FITCH  CL A

 

Common stock

 

 

17,200

 

 

 

464,400

 

ABIOMED INC

 

Common stock

 

 

8,748

 

 

 

789,769

 

ACADIA HEALTHCARE CO INC

 

Common stock

 

 

14,864

 

 

 

928,405

 

ADEPTUS HEALTH INC A

 

Common stock

 

 

6,119

 

 

 

333,608

 

ADOBE SYSTEMS INC

 

Common stock

 

 

27,423

 

 

 

2,576,117

 

ADT CORP

 

Common stock

 

 

20,500

 

 

 

676,090

 

AEROJET ROCKETDYNE HOLDINGS

 

Common stock

 

 

27,000

 

 

 

422,820

 

AIR PRODUCTS & CHEMICALS

 

Common stock

 

 

7,100

 

 

 

923,781

 

AKORN INC

 

Common stock

 

 

24,089

 

 

 

898,761

 

ALEXION PHARMACEUTICALS

 

Common stock

 

 

4,428

 

 

 

844,641

 

ALIGN TECHNOLOGY INC

 

Common stock

 

 

4,886

 

 

 

321,743

 

ALLEGHANY CORP DEL

 

Common stock

 

 

1,900

 

 

 

908,067

 

ALLIANT ENERGY CORPORATION

 

Common stock

 

 

16,500

 

 

 

1,030,425

 

ALPHABET INC CL A

 

Common stock

 

 

2,113

 

 

 

1,643,935

 

ALPHABET INC CL C

 

Common stock

 

 

2,803

 

 

 

2,127,141

 

ALTRIA GROUP INC

 

Common stock

 

 

19,932

 

 

 

1,160,242

 

AMAZON.COM INC

 

Common stock

 

 

3,188

 

 

 

2,154,737

 

AMDOCS LTD

 

Common stock

 

 

10,800

 

 

 

589,356

 

AMERICAN EXPRESS CO

 

Common stock

 

 

11,710

 

 

 

814,431

 

AMERICAN INTERNATIONAL GROUP

 

Common stock

 

 

13,353

 

 

 

827,485

 

13


 

AMERICAN WATER WORKS COMPANY

 

Common stock

 

 

9,900

 

 

 

591,525

 

AMERIPRISE FINANCIAL INC

 

Common stock

 

 

6,482

 

 

 

689,814

 

ANACOR PHARMACEUTICALS

 

Common stock

 

 

8,990

 

 

 

1,015,600

 

ANIKA THERAPEUTICS INC

 

Common stock

 

 

15,600

 

 

 

595,296

 

ANTHEM INC

 

Common stock

 

 

5,292

 

 

 

737,916

 

APOGEE ENTERPRISES INC

 

Common stock

 

 

6,439

 

 

 

280,161

 

APOLLO EDUCATION GROUP CL

 

Common stock

 

 

29,900

 

 

 

229,333

 

APPLE INC

 

Common stock

 

 

23,758

 

 

 

2,500,767

 

ARRIS GROUP INC

 

Common stock

 

 

21,500

 

 

 

657,255

 

ASCENA RETAIL GROUP INC

 

Common stock

 

 

35,200

 

 

 

346,720

 

ASSURED GUARANTY LTD

 

Common stock

 

 

19,100

 

 

 

504,813

 

AVG TECHNOLOGIES NV

 

Common stock

 

 

12,700

 

 

 

254,635

 

BABCOCK & WILCOX CO

 

Common stock

 

 

21,350

 

 

 

445,575

 

BANK OF AMERICA CORPORATION

 

Common stock

 

 

77,504

 

 

 

1,304,392

 

BARNES & NOBLE INC

 

Common stock

 

 

66,700

 

 

 

580,957

 

BLACKHAWK NETWORK HOLDINGS

 

Common stock

 

 

8,556

 

 

 

378,261

 

BLOCK H & R INC

 

Common stock

 

 

14,100

 

 

 

469,671

 

BOEING CO

 

Common stock

 

 

4,829

 

 

 

698,225

 

BOSTON PRIVATE FINANCIAL HOLDINGS

 

Common stock

 

 

28,000

 

 

 

317,520

 

BP PLC SPON ADR

 

Common stock

 

 

29,529

 

 

 

923,077

 

BUFFALO WILD WINGS INC

 

Common stock

 

 

1,909

 

 

 

304,772

 

BWX TECHNOLOGIES INC

 

Common stock

 

 

8,400

 

 

 

266,868

 

CAPITAL ONE FINANCIAL CORP

 

Common stock

 

 

17,999

 

 

 

1,299,168

 

CARDINAL HEALTH INC

 

Common stock

 

 

7,095

 

 

 

633,371

 

CARNIVAL CORP

 

Common stock

 

 

21,193

 

 

 

1,154,595

 

CELGENE CORP

 

Common stock

 

 

15,867

 

 

 

1,900,232

 

CENTENE CORP

 

Common stock

 

 

14,005

 

 

 

921,669

 

CERNER CORP

 

Common stock

 

 

32,985

 

 

 

1,984,707

 

CHEVRON CORP

 

Common stock

 

 

10,100

 

 

 

908,596

 

CHIPOTLE MEXICAN GRILL

 

Common stock

 

 

2,803

 

 

 

1,345,020

 

CHUY'S HOLDINGS INC

 

Common stock

 

 

10,775

 

 

 

337,689

 

CIGNA CORP

 

Common stock

 

 

6,482

 

 

 

948,511

 

CIT GROUP INC

 

Common stock

 

 

17,700

 

 

 

702,690

 

CITIGROUP INC

 

Common stock

 

 

29,751

 

 

 

1,539,614

 

CLEAN HARBORS INC

 

Common stock

 

 

12,200

 

 

 

508,130

 

CMS ENERGY CORP

 

Common stock

 

 

21,300

 

 

 

768,504

 

COGNIZANT TECH SOLUTIONS CL A

 

Common stock

 

 

22,076

 

 

 

1,325,002

 

COMPUTER SCIENCES CORP

 

Common stock

 

 

9,500

 

 

 

310,460

 

COMSCORE INC

 

Common stock

 

 

14,262

 

 

 

586,881

 

CONOCOPHILLIPS

 

Common stock

 

 

17,113

 

 

 

799,006

 

COPA HOLDINGS SA CL A

 

Common stock

 

 

10,000

 

 

 

482,600

 

COSTAR GROUP INC

 

Common stock

 

 

4,128

 

 

 

853,216

 

COSTCO WHOLESALE CORP

 

Common stock

 

 

12,892

 

 

 

2,082,058

 

COVANTA HOLDING CORP

 

Common stock

 

 

61,200

 

 

 

947,988

 

CRH PLC SPON ADR

 

Common stock

 

 

38,034

 

 

 

1,096,140

 

CVS HEALTH CORP

 

Common stock

 

 

17,851

 

 

 

1,745,292

 

DEERE & CO

 

Common stock

 

 

7,000

 

 

 

533,890

 

DELEK US HOLDINGS INC

 

Common stock

 

 

17,000

 

 

 

418,200

 

DELPHI AUTOMOTIVE PLC

 

Common stock

 

 

5,820

 

 

 

498,949

 

14


 

DEPOMED INC

 

Common stock

 

 

16,987

 

 

 

307,974

 

DEXCOM INC

 

Common stock

 

 

1,881

 

 

 

154,054

 

DIAMONDBACK ENERGY INC

 

Common stock

 

 

3,907

 

 

 

261,378

 

DIGITALGLOBE INC

 

Common stock

 

 

39,000

 

 

 

610,740

 

DIPLOMAT PHARMACY INC

 

Common stock

 

 

14,560

 

 

 

498,243

 

DISCOVER FINANCIAL SERVICES INC

 

Common stock

 

 

13,256

 

 

 

710,787

 

DR HORTON INC

 

Common stock

 

 

13,755

 

 

 

440,573

 

DST SYSTEMS INC

 

Common stock

 

 

2,200

 

 

 

250,932

 

E TRADE FINANCIAL CORP

 

Common stock

 

 

20,377

 

 

 

603,974

 

EATON CORP PLC

 

Common stock

 

 

10,110

 

 

 

526,124

 

ECHOSTAR CORP CL A

 

Common stock

 

 

15,800

 

 

 

617,938

 

ELLIE MAE INC

 

Common stock

 

 

13,306

 

 

 

801,420

 

ENSTAR GROUP LTD

 

Common stock

 

 

3,400

 

 

 

510,136

 

EQUITY COMMONWEALTH

 

Common stock

 

 

22,300

 

 

 

618,379

 

ESSENT GROUP LTD

 

Common stock

 

 

31,598

 

 

 

691,680

 

EVERI HOLDINGS INC

 

Common stock

 

 

85,600

 

 

 

375,784

 

FACEBOOK INC A

 

Common stock

 

 

20,252

 

 

 

2,119,574

 

FAIRMOUNT SANTROL HOLDINGS INC

 

Common stock

 

 

41,060

 

 

 

96,491

 

FEDEX CORP

 

Common stock

 

 

10,305

 

 

 

1,535,342

 

FIESTA RESTAURANT GROUP

 

Common stock

 

 

8,425

 

 

 

283,080

 

FIFTH THIRD BANCORP

 

Common stock

 

 

34,836

 

 

 

700,204

 

FINISH LINE INC CL A

 

Common stock

 

 

43,500

 

 

 

786,480

 

FIRST NIAGARA FINANCIAL GROUP

 

Common stock

 

 

32,803

 

 

 

355,913

 

FITBIT INC CL A

 

Common stock

 

 

11,968

 

 

 

354,133

 

FLEETMATICS GROUP PLC

 

Common stock

 

 

13,487

 

 

 

685,005

 

FMC CORP NEW

 

Common stock

 

 

15,880

 

 

 

621,384

 

FNF GROUP

 

Common stock

 

 

21,600

 

 

 

748,872

 

FNFV GROUP

 

Common stock

 

 

34,799

 

 

 

390,793

 

FOSSIL GROUP INC

 

Common stock

 

 

10,100

 

 

 

369,256

 

FTI CONSULTING INC

 

Common stock

 

 

13,700

 

 

 

474,842

 

GAMING AND LEISURE PROPERTIES INC

 

Common stock

 

 

42,900

 

 

 

1,192,620

 

GENERAL DYNAMICS CORPORATION

 

Common stock

 

 

5,031

 

 

 

691,058

 

G-III APPAREL GROUP LTD

 

Common stock

 

 

16,146

 

 

 

714,622

 

GREEN DOT CORP CLASS-A

 

Common stock

 

 

37,000

 

 

 

607,540

 

GUIDEWIRE SOFTWARE INC

 

Common stock

 

 

12,957

 

 

 

779,493

 

HANESBRANDS INC

 

Common stock

 

 

35,991

 

 

 

1,059,215

 

HARMAN INTERNATIONAL INDUSTRIES INC

 

Common stock

 

 

10,316

 

 

 

971,870

 

HEALTHEQUITY INC

 

Common stock

 

 

19,468

 

 

 

488,063

 

HELIX ENERGY SOLUTIONS GROUP INC

 

Common stock

 

 

64,500

 

 

 

339,270

 

HONEYWELL INTERNATIONAL INC

 

Common stock

 

 

6,389

 

 

 

661,709

 

HORIZON PHARMA PLC

 

Common stock

 

 

22,326

 

 

 

483,804

 

HOUGHTON MIFFLIN HARCOURT

 

Common stock

 

 

28,700

 

 

 

625,086

 

HUMANA INC

 

Common stock

 

 

12,418

 

 

 

2,216,737

 

HUNT J B TRANSPORT SERVICES INC

 

Common stock

 

 

7,180

 

 

 

526,725

 

IDACORP INC

 

Common stock

 

 

3,400

 

 

 

231,200

 

ILLUMINA INC

 

Common stock

 

 

2,975

 

 

 

571,036

 

15


 

IMPERVA INC

 

Common stock

 

 

5,625

 

 

 

356,119

 

INTEGRATED DEVICE TECH

 

Common stock

 

 

25,032

 

 

 

659,593

 

INTEL CORP

 

Common stock

 

 

16,159

 

 

 

556,678

 

INVENSENSE INC

 

Common stock

 

 

21,500

 

 

 

219,945

 

IPG PHOTONICS CORP

 

Common stock

 

 

2,163

 

 

 

192,853

 

IRON MOUNTAIN INC

 

Common stock

 

 

26,400

 

 

 

713,064

 

JOHNSON & JOHNSON

 

Common stock

 

 

8,516

 

 

 

874,764

 

JOHNSON CONTROLS INC

 

Common stock

 

 

20,320

 

 

 

802,437

 

JPMORGAN CHASE & CO

 

Common stock

 

 

21,865

 

 

 

1,443,746

 

KANSAS CITY SOUTHERN

 

Common stock

 

 

12,173

 

 

 

908,958

 

KATE SPADE & CO

 

Common stock

 

 

24,288

 

 

 

431,598

 

KBR INC

 

Common stock

 

 

31,545

 

 

 

533,741

 

KEYCORP

 

Common stock

 

 

47,600

 

 

 

627,844

 

KNIGHT TRANSPORTATION INC

 

Common stock

 

 

36,675

 

 

 

888,635

 

KULICKE & SOFFA INDUSTRIES INC

 

Common stock

 

 

43,600

 

 

 

508,812

 

LABORATORY CORP OF AMERICA HOLDINGS

 

Common stock

 

 

6,900

 

 

 

853,116

 

LANNETT INC

 

Common stock

 

 

11,900

 

 

 

477,428

 

LIFELOCK INC

 

Common stock

 

 

41,100

 

 

 

589,785

 

LINKEDIN CORP CL A

 

Common stock

 

 

8,020

 

 

 

1,805,142

 

LOGMEIN INC

 

Common stock

 

 

8,086

 

 

 

542,571

 

M/A-COM TECHNOLOGY SOLUTIONS HLDGS INC

 

Common stock

 

 

11,416

 

 

 

466,800

 

MADISON SQUARE GARDEN CO

 

Common stock

 

 

3,766

 

 

 

609,339

 

MANHATTAN ASSOCIATES INC

 

Common stock

 

 

5,226

 

 

 

345,804

 

MARCUS & MILLICHAP CO INC

 

Common stock

 

 

16,997

 

 

 

495,293

 

MARKEL CORP

 

Common stock

 

 

900

 

 

 

795,015

 

MARKETAXESS HOLDINGS INC

 

Common stock

 

 

9,053

 

 

 

1,010,224

 

MASTERCARD INC CL A

 

Common stock

 

 

25,137

 

 

 

2,447,338

 

MAXIMUS INC

 

Common stock

 

 

2,941

 

 

 

165,431

 

MEDTRONIC PLC

 

Common stock

 

 

9,798

 

 

 

753,662

 

MERCK & CO INC NEW

 

Common stock

 

 

14,171

 

 

 

748,512

 

METHODE ELECTRONICS INC

 

Common stock

 

 

14,900

 

 

 

474,267

 

MFA FINANCIAL INC

 

Common stock

 

 

181,100

 

 

 

1,195,260

 

MICROCHIP TECHNOLOGY

 

Common stock

 

 

18,965

 

 

 

882,631

 

MICROSOFT CORP

 

Common stock

 

 

30,481

 

 

 

1,691,086

 

MKS INSTRUMENTS INC

 

Common stock

 

 

6,200

 

 

 

223,200

 

MOLINA HEALTHCARE INC

 

Common stock

 

 

7,077

 

 

 

425,540

 

MONSTER BEVERAGE CORP

 

Common stock

 

 

15,652

 

 

 

2,331,522

 

MSG NETWORKS INC CL A

 

Common stock

 

 

12,200

 

 

 

253,760

 

NABORS INDUSTRIES LTD

 

Common stock

 

 

29,300

 

 

 

249,343

 

NATIONAL CINEMEDIA INC

 

Common stock

 

 

31,300

 

 

 

491,723

 

NATIONSTAR MORTGAGE HOLDINGS

 

Common stock

 

 

52,700

 

 

 

704,599

 

NAVIENT CORP

 

Common stock

 

 

73,187