UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-32318
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State of other jurisdiction of incorporation or organization)
20 North Broadway, Oklahoma City, Oklahoma
(Address of principal executive offices)
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73-1567067
(I.R.S. Employer identification No.)
73102-8260
(Zip code) |
Registrant’s telephone number, including area code: (405) 235-3611
Securities registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered |
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| Common stock, par value $0.10 per share
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The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange
Act Yes o No þ
The aggregate market value of the voting common stock held by non-affiliates of the registrant
as of June 30, 2009, was approximately $24.0 billion, based upon the closing price of $54.50 per
share as reported by the New York Stock Exchange on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy statement for the 2010 annual meeting of stockholders — Part III
EXPLANATORY NOTE
We filed our Annual Report on Form 10-K for the year ended December 31, 2009 on February 25,
2010 (the “Original Report”). We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”)
solely to revise Exhibits 99.1, 99.2 and 99.3 to the Original Report as follows:
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In the Original Report, each of these exhibits contained a statement limiting its use to
Devon Energy Corporation. The exhibits in this Amendment do not include any such limitation. |
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These exhibits omitted relevant benchmark prices and weighted average prices in the
Original Report. The exhibits in this Amendment include the requisite pricing information. |
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In the Original Report, Exhibit 99.1 omitted a statement that the third party engineer’s
estimates and our estimates are within 10% of each other. The exhibit in this Amendment
includes such a statement. |
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Exhibit 99.1 included a reference to “generally accepted petroleum engineering and
evaluation principles” in the Original Report. This exhibit has been modified to refer to
“generally accepted petroleum engineering and evaluation methods and procedures” in this
Amendment. |
No other changes to the Original Report are included in this Amendment other than to provide
currently dated consents of each engineering firm and certifications of our principal executive
officer and principal financial officer.
This Amendment is being filed in response to comments we received from the staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in connection
with the staff’s review of the Original Report. We have made no attempt in this Amendment to modify
or update the disclosures presented in the Original Report other than
as noted above. Also, this Amendment does not reflect events occurring after the filing of the Original
Report. Accordingly, this Amendment should be read in conjunction with the Original Report and our
other filings with the SEC subsequent to the filing of the Original Report.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The
following exhibits are filed as part of this report:
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Description |
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23.2
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Consent of LaRoche Petroleum Consultants. |
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23.3
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Consent of Ryder Scott Company, L.P. |
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23.4
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Consent of AJM Petroleum Consultants. |
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31.1
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Certification of principal executive office pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2
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Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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99.1
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Report of LaRoche Petroleum Consultants. |
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99.2
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Report of Ryder Scott Company, L.P. |
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99.3
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Report of AJM Petroleum Consultants. |
The interactive data files of our financial statements and accompanying notes were provided as
exhibits to our Annual Report on Form 10-K that was filed on February 25, 2010. Because no
amendments have been made to such financial information, the interactive data files are not
provided in this Form 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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DEVON ENERGY CORPORATION
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By: |
/s/ JOHN RICHELS
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John Richels, |
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President and
Chief Executive Officer |
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August 18, 2010
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