Fitch Affirms Devon Energy Corp's L-T IDR at 'BBB+'; Outlook Stable

CHICAGO--()--Fitch Ratings has taken the following rating actions on Devon Energy Corporation (Devon; NYSE: DVN) and its subsidiaries:

Devon Energy Corporation

--Long-term Issuer Default Rating (IDR) affirmed at 'BBB+';

--Senior unsecured notes affirmed at 'BBB+';

--Senior unsecured credit facility affirmed at 'BBB+';

--Short-term IDR affirmed at 'F2';

--Commercial paper (CP) affirmed at 'F2'.

Devon Financing Corporation U.L.C.

--Long-term IDR of 'BBB+' assigned;

--Senior unsecured notes affirmed at 'BBB+'.

Ocean Energy

--Long-term IDR of 'BBB' assigned;

--Senior unsecured notes affirmed at 'BBB'.

The Rating Outlook for Devon remains Stable.

Devon's ratings reflect the company's large, low cost proven reserve base in North America, sizable and growing production, hedging program, and conservative financial strategy. Devon's proved reserve base is roughly 3 billion barrels of oil equivalent (boe) split approximately 58% natural gas and 42% liquids. The proved developed (PD) component of the proven reserve base is 74%. In the third quarter of 2012, Devon's production was approximately 678,000 boe/d and is expected to be roughly flat in the fourth quarter, while growing modestly next year.

Given the combination of lingering weakness in gas prices and higher debt levels, Devon has experienced modest deterioration in credit metrics over the LTM period. As calculated by Fitch, Devon's gross debt climbed to $11.24 billion at 9/30/2012 from $9.78 billion at YE 2011, and EBITDA edged down to $5.55 billion from $6.38 billion seen at year end, resulting in debt/EBITDA of 2.0 times (x) and EBITDA/interest expense of 12.8x, versus 1.53x and 15.07x respectively at YE 2011. The company's gross debt of $11.2 billion at September 30, 2012 consisted of senior unsecured notes of nearly $8.5 billion, and approximately $2.8 billion of commercial paper outstanding.

Devon also possesses approximately $7.5 billion in cash and marketable securities that resulted largely from its international divestiture program over the several quarters. At this time, nearly this entire amount resides offshore awaiting potential changes to tax repatriation law in the U.S.

Using Sept. 30, 2012 debt balances and 2011 reserves, Fitch calculates reserve based leverage metrics that result in a debt to PD ratio of approximately $5.06/boe. Debt to flowing barrel of production for the third quarter is $16,555/boe per day.

Largely as a result of growth oriented spending, Devon has been free cash flow negative in the LTM period by about $2.7 billion (after dividends, before asset sale proceeds). Better expected price realizations, hedges on approximately 40% of expected natural gas volumes and 50% of oil volumes, and moderated capital expenditures are expected to reduce the cash burn in 2013. However, Fitch still expects Devon to be modestly free cash flow negative under our base case price deck ($80 West Texas Intermediate oil and $3.50 Henry Hub natural gas for 2013).

Liquidity is provided by the aforementioned cash on hand and marketable securities, cash flow from operations and as of Oct. 24, 2012, $2.9 billion of availability under the company's new $3 billion unsecured credit facility due Oct. 24, 2017 (which replaced the former $2.19 billion facility expiring April 7, 2013).

The facility contains only one material financial covenant, which requires Devon's ratio of total funded debt to total capitalization to be less than 65%. As of Sept. 30, 2012, Devon had ample headroom under this covenant, with total debt to capitalization of 24.7%. Near-term maturities other than commercial paper balances are relatively light and include $500 million of 5.625% unsecured notes due Jan. 15, 2014 and $500 million of unsecured notes due July 15, 2016.

WHAT COULD TRIGGER A RATING ACTION

Positive: Future developments that may, individually or collectively, lead to positive rating action include:

--Continued robust reserve replacement rates at competitive F&D costs;

--A commitment from management to maintain a robust financial profile throughout industry cycles including lower gross leverage and consistent positive free cash flow.

Negative: Future developments that may, individually or collectively, lead to negative rating action include:

--Significantly leveraging share repurchase activity or major dividend increases;

--A leveraging acquisition, or failure to moderate capital spending levels in 2013 if commodity pricing does not improve;

--A spinoff of midstream operations without a corresponding reduction in debt;

-- A large disappointment in 2012 reserves or material production and operational struggles.

Additional information is available at 'www.fitchratings.com'. The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Rating Oil and Gas Exploration and Production Companies' (Aug. 9, 2012).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Rating Oil and Gas Production Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682334

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE.

Contacts

Fitch Ratings
Primary Analyst
Daniel Harris, +1 312-368-3217
Associate Director
Fitch, Inc.
70 West Madison Street
Chicago, IL 60602
or
Secondary Analyst
Mark C. Sadeghian, CFA, +1 312-368-2090
Senior Director
or
Committee Chairperson
Stephen Brown, +1 312-368-3139
Senior Director
or
Media Relations
Brian Bertsch, +1 212-908-0549 (New York)
brian.bertsch@fitchratings.com