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CORRESP

Devon Energy Corporation

405 552 4577 phone

333 West Sheridan Avenue

jeff.agosta@dvn.com

Oklahoma City, OK 73102

 December 26, 2013

Via EDGAR

 Attention: Ms. Svitlana
Sweat, Division of Corporation Finance

 Ethan Horowitz

Branch Chief

 United States Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Devon Energy Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 21, 2013

Response Letter Date December 12, 2013

File No. 001-32318

 Dear
Mr. Horowitz:

 This letter responds to the staff’s comment letter dated December 11, 2013, regarding Devon Energy Corporation’s Form
10-K for the year ended December 31, 2012, filed February 21, 2013 (File No. 001-32318). Devon’s responses to the staff’s comments are set forth below:

Form 10-K for Fiscal Year Ended December 31, 2012

Items 1 and 2. Business and Properties

Acreage Statistics, page 11

 SEC Comment

1.
We note that approximately 3.8 billion [sic] [recte million] net acres (or approximately 27% of your total net acreage) is scheduled to expire by December 31, 2015. Please provide expanded disclosure explaining
what actions are planned regarding expiring acreage. With your response, please tell us whether delay rentals are available for expiring undeveloped acreage and whether the related fees are material. In addition, please disclose the quantities of
proved undeveloped reserves attributable to the expiring acreage and describe the progress you have made toward conversion.

 Response

 As disclosed on page 11 of our filing, 3.8 million of our net undeveloped acres were scheduled to expire by December 31, 2015. Delay rentals
are available for approximately 30% of our acreage that was scheduled to expire by December 31, 2015. Delay rental costs are not material, generally representing less than 1% of our annual lease operating expenses. Approximately 5 MMBoe, or
less than 1%, of our proved undeveloped reserves was attributable to this expiring acreage as of December 31, 2012.

 Ethan Horowitz

United States Securities and Exchange Commission

 December 26,
2013

 We allowed approximately 50% of the 2013 expiring acreage to expire. However, we had no proved undeveloped
reserves attributable to the expired acreage. For the remaining acreage scheduled to expire in 2013, we have performed operational or administrative actions to continue the lease terms. These actions included the establishment of production and
conversion of approximately 2 MMBoe of the 5 MMBoe proved undeveloped reserves. Development of the remaining 3 MMBoe of proved undeveloped reserves is planned prior to the associated lease expirations in 2014 and 2015.

In our future filings, we will include expanded disclosure explaining what operational or administrative actions are planned regarding our expiring
undeveloped acreage, as well as the related proved undeveloped reserves associated with the expiring acreage.

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

 Overview of 2012 Results, page 23

SEC Comment

2.
We note you present “Operating Margin per BOE” as part of the tabular disclosure on page 23 of your filing. It appears that this is a non-GAAP measure. However, it does not appear that a reconciliation to
the most directly comparable GAAP-basis measure has been presented in your filing as required by Item 10(e)(1)(i)(B) of Regulation S-K. Please revise this disclosure accordingly.

Response

 In Note 2 to the tabular disclosure on page 23
of our filing, we provide an explanation of the calculation of “Operating margin per Boe.” In preparing our disclosure, we viewed this explanation as a “clearly understandable method” of reconciliation as allowed by
Item 10(e)(1)(i)(B) of Regulation S-K. In our future filings, we will provide a quantitative schedule of reconciliation to the most directly comparable GAAP-basis measure.

SEC Comment

3.
The title of the non-GAAP measure “Operating Margin per BOE” may be considered confusingly similar to titles or descriptions used for GAAP-basis financial measures. Please revise. Refer to
Item 10(e)(1)(ii)(E) of Regulation S-K.

 Response

In our future filings, we will replace “Operating margin per Boe” with “Adjusted operating income per Boe.”

SEC Comment

4.
We note the disclosure on page 24 of your filing stating that you replaced 152% of your production from extensions, discoveries, and revisions other than price. In addition to the disclosure provided, please tell us
how you considered presenting reserve replacement information based on all causal factors resulting in changes to your proved reserves.

 Ethan Horowitz

United States Securities and Exchange Commission

 December 26,
2013

 Response

We have presented reserve replacement information based on all causal factors in our reserves-based disclosures on pages 91 to 97 of our filing, including the
explanations of changes to our proved reserves on pages 96 and 97.

 We provide the reserve replacement measure on page 24 of our filing to communicate the
measure our investors and analysts use to evaluate our performance. Investors and analysts use reserve replacement from extensions, discoveries, and revisions other than price to measure and evaluate a company’s ability to find, develop, and
produce oil, natural gas, and NGLs from ongoing operations. As a result, investors and analysts typically exclude proved reserve revisions due to price, as well as the purchase and sale of reserves, in their analysis.

Non-GAAP Measures, page 43

 SEC Comment

5.
We note your disclosure stating that the non-GAAP measure “Adjusted Earnings” represents net earnings excluding certain non-cash or non-recurring items. However, it does not appear that the characterization
of certain line items as non-recurring is appropriate. For example, we note the adjustments for restructuring costs in each of the three fiscal years ended December 31, 2012 and the adjustments for U.S. income taxes on foreign earnings in each
of the two fiscal years ended December 31, 2011. Please revise your disclosure to comply with Item 10(e)(1)(ii)(B) of Regulation S-K. For additional guidance, refer to Question 102.03 of the Compliance & Disclosure Interpretation
regarding Non-GAAP Financial Measures.

 Response

The adjustments described as “Restructuring costs” pertain to two distinct and non-recurring events: 1) the divestiture program of our offshore
International and Gulf of Mexico operations that began in the fourth quarter of 2009 and finished in the second quarter of 2011 and 2) the consolidation of all our U.S. personnel into Oklahoma City that began in the fourth quarter of 2012.
Therefore, we do not view the charges related to these two separate restructuring programs as “recurring.” Additionally, the adjustments for U.S. income taxes on foreign earnings are non-cash items. Nevertheless, in our future filings, we
will enhance our disclosure to better describe adjustments to our GAAP measures that might appear to be recurring.

 SEC Comment

6.
We note that you have presented “Adjusted Cash Flow” in your filing which appears to be a non-GAAP liquidity measure. Please tell us how you considered the guidance per Item 10(e)(1)(ii)(A) of
Regulation S-K which prohibits the exclusion of charges or liabilities that required or will require cash settlement from non-GAAP liquidity measures. For example, it appears the adjustment for restructuring charges relates to an item requiring cash
settlement.

 Response

 We recognize
that operating cash flow is a liquidity measure. However, operating cash flow is also considered a performance measure in our industry, and we, along with our investors and analysts, place significant emphasis on operating cash flow as a performance
measure. This emphasis on operating cash flow as a performance measure is based on the fact that there are two different, yet accepted and

 Ethan Horowitz

United States Securities and Exchange Commission

 December 26,
2013

used methods of accounting for oil and gas activities. The full cost and successful efforts methods of accounting typically yield very different earnings results in any particular reporting
period. Therefore, it is difficult to compare the performance of companies using these different methods of accounting. However, operating cash flow is generally the same under both accounting methods. Therefore, when using operating cash flow as
the performance measure, management, investors and analysts can more easily compare the financial performance of companies in our industry regardless of the accounting method used. For these reasons, we recognize operating cash flow as a performance
measure as much as it is a liquidity measure for our industry.

 Furthermore, as indicated in our disclosure on page 43 of our filing, one of the primary
uses of our non-GAAP measures, including Adjusted Cash Flow, is to facilitate securities analysts’ evaluation of our financial performance against their expectations. When we make adjustments to operating cash flow, including adjustments for
restructuring costs as noted in your comment, we view them as adjustments to a performance measure rather than adjustments to a liquidity measure.

 SEC
Comment

7.
We note the non-GAAP measures “Adjusted Earnings” and “Adjusted Cash Flow” both include an adjustment captioned “income tax accrual adjustment.” Please provide us with a description of
the nature of this line item.

 Response

The earnings adjustments largely relate to changes in our unrecognized tax benefits, as well as “return-to-accrual” adjustments that we made in the
third quarter of each year in conjunction with the filing of our U.S. income tax return. The return-to-accrual adjustments are also the primary contributor to the cash flow adjustments. As mentioned in our disclosure on page 43 of our filing, we
adjust for items to facilitate securities analysts’ evaluation of our performance against their expectations, including these income tax accrual adjustments.

The return-to-accrual adjustments largely relate to our determination of the amount of intangible drilling costs that we will capitalize or expense on our
U.S. income tax return. When we make our annual provision for current and deferred income tax expense in the fourth quarter of each year, we must determine the amount of intangible drilling costs that we will capitalize and the amount we will
expense for income tax purposes. While we use all available information and known facts at the time of the provision to make this determination, the tax provision pertaining to the treatment of intangible drilling costs is still an estimate at
year-end that will be finalized when we file the U.S. tax return. Over the past three years, as we prepared and finalized our tax return, we determined that we could and should expense larger amounts of intangible drilling costs pertaining to the
prior tax year. This resulted in a return-to-accrual adjustment that increased deferred income tax expense and decreased current income tax expense. Overall, the adjustment had little to no effect on earnings but did increase “Cash flow before
balance sheet changes.”

 SEC Comment

8.
With a view toward future disclosure, please provide expanded disclosure explaining the reasons why you believe each of the non-GAAP financial measure presented in your filing provides useful information to investors
regarding your financial condition and results of operations and identifying the additional purposes for which you use these non-GAAP financial measures. Refer to Items 10(e)(1)(i)(C) and 10(e)(1)(i)(D) of Regulation S-K.

 Ethan Horowitz

United States Securities and Exchange Commission

 December 26,
2013

 Response

Besides helping investors and analysts evaluate our performance, we use the non-GAAP measures to assess the performance of our business and to make resource
allocation and other operating decisions. We acknowledge the Staff’s comment and will provide expanded disclosure in our future filings regarding the usefulness of our non-GAAP measures.

Notes to Consolidated Financial Statements

Note 6 — Income Taxes, page 66

 SEC Comment

9.
We note your disclosure stating that approximately $5.5 billion was deemed to be indefinitely reinvested into the development and growth of your Canadian business as of December 31, 2012. Your disclosure also
states that it is not practical to estimate the U.S. income taxes and foreign withholding taxes if such earnings were to be repatriated. Please provide us with a detailed explanation supporting this assertion considering that you disclosed your
expectation to repatriate approximately $2.0 billion to the United States in the following quarter (i.e., as part of your Form 10-Q for the quarter ended March 31, 2013). Refer to FASB ASC 740-30-50-2.

Response

 Our disclosure in the last paragraph on page 67
of our filing states that approximately $5.5 billion of our unremitted foreign earnings was deemed to be indefinitely reinvested into the development and growth of our Canadian business. That same paragraph also indicates that we had $2.5 billion of
unremitted foreign earnings that was not deemed to be indefinitely reinvested ($8.0 billion total unremitted foreign earnings). As of December 31, 2012 and as presented in the table on page 67 of our filing, we had accrued a $936 million
deferred tax liability associated with the $2.5 billion of unremitted foreign earnings. Our assertion to repatriate $2 billion to the United States in the following quarter related to the $2.5 billion of foreign earnings that we deemed not to be
indefinitely reinvested and for which we had recognized a $936 million deferred tax liability as of December 31, 2012.

 With regards to the $5.5
billion of earnings deemed indefinitely reinvested, calculating a hypothetical tax on these accumulated earnings is much different from the calculation of the deferred tax liability on our earnings deemed not permanently reinvested. Unlike the tax
calculation that resulted in the $936 million deferred tax liability on our foreign earnings deemed not to be permanently reinvested, a tax calculation on the permanently reinvested earnings would require the following additional activities:

•

Separate analysis of a different chain of foreign entities;

•

Choosing a foreign tax rate on a future deemed sale and remittance of property that could vary from 12.5% to 25%, depending on the circumstances;

•

Separate analysis of foreign net operating losses, taxable gain acceleration rules in Canada, and how these may apply at the time of a remittance, depending on the circumstances;

•

Determining the nature of a yet-to-be-determined future remittance and calculation of associated withholding taxes, which would vary significantly depending on the circumstances at the deemed time of remittance; and

•

Further analysis of a variety of other inputs such as earnings, profits, the U.S./Canada tax treaty provisions and the related foreign taxes paid over more than 15 years for legal entities that are separate and apart
from the legal entities analyzed in determining the deferred tax liability on our foreign earnings that have been deemed not to be indefinitely reinvested.

 Ethan Horowitz

United States Securities and Exchange Commission

 December 26,
2013

 Because of the administrative burden required to perform these additional activities, we believe it is
impracticable to calculate a hypothetical tax on this separate and more complicated chain of companies, which is allowed by FASB ASC 740-30-50-2.

 SEC
Comment

10.
We note the disclosure in your Form 10-Q for the quarter ended September 30, 2013 stating that approximately $4.8 billion of unremitted foreign earnings was deemed to be indefinitely reinvested into your
Canadian business. Please tell us how the repatriation in the fiscal quarter ended June 30, 2013 impacted your abili