Vincent White - Senior Vice President of Investor Relations John Richels - Chief Executive Officer, President and Director David Hager - Executive Vice President of Exploration & Production Jeffrey Agosta - Chief Financial Officer and Executive Vice President Darryl Smette - Executive Vice President of Marketing, Midstream and Supply Chain

David Kistler - Simmons & Company Doug Leggate – Bank of America Merrill Lynch Bob Brackett - Bernstein Research Brian Singer - Goldman Sachs David Tameron – Wells Fargo John Herrlin – Societe Generale

Thank you, Vince. Good morning everyone.

2012 was a year of achievement and challenges for Devon. While weak price realizations definitely hurt our financial results for the year, we continued to make significant progress towards the conversion of our portfolio to higher margin oil production.We drove 2012 oil production up 20%, more than offsetting declines in natural gas.

In fact, production from our North American asset base climbed to an all-time record of 250 million oil equivalent barrels. This production growth was led by year over year Permian Basin oil production growth of 31%.With the aggressive transition of our product mix, liquids production has now reached nearly 40% of our total volumes at yearend.

We have also significantly increased our development inventory in the Permian through our successful Bone Spring and Delaware programs. Over the past year, our risk resource from these two plays has more than doubled.In 2012 we also successfully entered into two exploration based joint ventures that are delivering nearly $4 billion in value to the company.

This included $1.3 billion in upfront cash payments, along with $2.6 billion of future drilling carries that will fund 70% of Devon’s drilling costs in our new venture plays over the next couple of years.While the upfront cash payments alone more than compensated us for our acreage and early exploration costs, these transactions also significantly improved the capital efficiency of our go-forward programs.Our exploration work on the joint venture assets is delivering very promising results in the Mississippian play in Oklahoma, the WolfCamp and Cline Shale in the Permian Basin and in various oil plays in the Rockies. In aggregate, Devon has exposure to over 1 million net acres in these plays.On the liquidity front, our balance sheet remains in terrific shape and continues to be one of the strongest in the peer group.

At December 31, we had $7 billion of cash and short term investments and a net debt to cap ratio of only 18%. This position of strength helps us comfortably fund our transition through an oilier production mix.And finally, with the 2012 capital program weighted towards oil projects, we had strong growth in oil reserves.

Our oil reserve additions reached almost 260% of 2012 oil production. Dave will provide more details on the results of our 2012 capital program later on in the call.Looking now to this year’s activity, given the pricing environment we’re facing in 2013, our capital program is designed to enhance capital efficiency by concentrating spending in core development regions and derisking our joint venture acreage while significantly reducing investments related to acreage capture.

We expect our E&P capital expenditures in 2013 to decline by more than 25% to a range of $4.9 billion to $5.3 billion. This includes $200 million for routine leasehold acquisitions, which is roughly $1 billion less than the spend rate in 2012.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

Sure John. First off, we have ramped up our activity significantly in 2013 over 2012, and of course '12 was up significantly over '11.

So we have been increasing a lot. We're going to spend about $1.5 billion there amongst four different plays really, the Bone Springs and Delaware, lumping them into one.

Wolfcamp, Cline Shale, second, Wolfberry, and then up on the Central Basin platform. There's different ways to rank them, John, I guess you'd say, if you look at current economics I'd say the Bone Springs and Delaware probably rank at the top of the list.

If you look at total resource potential then certainly the Cline Shale and the Wolfcamp Shale would rank at the top of the list. And as we really drive the economic value as we move forward in the Cline Shale, it could be very, very significant.Now, can we do more in the future than we're doing right now, I think we are continually looking at ways to increase our activity even further, because these are very strong economics.

There are infrastructure limitations as far as gas takeaway capacity and you can't – you can’t take the gas away. So if we can't take the gas oil, you have limits on your oil production there, you have that issue.

We have internal constraints for manpower, there is getting the permits from the state and the feds. So that's a process.

We're addressing all of those issues currently and we're looking at ways to increase even further. There's also just the pace of geologic maturity of the prospects also and we can't get too risky out there on that side.

But we're working on all that, John, because we recognize that these are strong economics and we have a premier position in the industry out here.

All right. Operator, I'm showing the top of the hour so we'll end today's call.

As usual, we'll be around the rest of the day to take any questions that didn't make it into the call today. Thank you for your participation.