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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 11-K

☑	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 
For the fiscal year ended December 31, 2017
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

 

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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)	12	
 	 	
Signature	19	

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 Report of Independent R  egistered Public Accounting Firm
 
Plan Administrator and Plan Participants
Devon Energy Corporation Incentive Savings Plan
 
Opinion on the financial statements
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, 2017 and 2016, the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
 
Basis for opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Supplemental information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the 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 supplemental 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
We have served as the Plan’s auditor since 2006.
Oklahoma City, Oklahoma
June 6, 2018 
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
  	 	December 31,	 	
 	 	2017	 	 	2016	 	
ASSETS	 	 	 	 	 	 	 	 	
Investments, at fair value	 	$	768,781,501	 	 	$	683,033,717	 	
Employer contributions receivable	 	 	5,576,542	 	 	 	5,571,103	 	
Notes receivable from participants	 	 	8,768,683	 	 	 	7,998,306	 	
Other receivables	 	 	2,138,866	 	 	 	455,190	 	
Total assets	 	 	785,265,592	 	 	 	697,058,316	 	
LIABILITIES	 	 	 	 	 	 	 	 	
Other liabilities	 	 	1,665,144	 	 	 	699,690	 	
Total liabilities	 	 	1,665,144	 	 	 	699,690	 	
NET ASSETS AVAILABLE FOR BENEFITS	 	$	783,600,448	 	 	$	696,358,626	 	
 
See accompanying notes to financial statements.
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
 	 	Year Ended December 31,	 	
 	 	2017	 	
Additions:	 	 	 	 	
Investment income:	 	 	 	 	
Net appreciation in fair value of investments	 	$	92,376,406	 	
Dividend income	 	 	13,669,437	 	
Interest income	 	 	93,953	 	
Net investment gain	 	 	106,139,796	 	
Contributions:	 	 	 	 	
Participant, including rollovers	 	 	26,799,751	 	
Employer, net of forfeitures	 	 	39,094,292	 	
Total contributions	 	 	65,894,043	 	
Interest income on notes receivable from participants	 	 	353,815	 	
Total additions	 	 	172,387,654	 	
Deductions:	 	 	 	 	
Distributions to participants	 	 	82,803,005	 	
Administrative expenses	 	 	2,342,827	 	
Total deductions	 	 	85,145,832	 	
Net increase in net assets available for benefits	 	 	87,241,822	 	
Net assets available for benefits:	 	 	 	 	
Beginning of year	 	 	696,358,626	 	
End of year	 	$	783,600,448	 	
 
See accompanying notes to financial statements. 
 
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
 
1.	 Descripti on 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 (“ERISA”), as amended. 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 $924,000 during 2017.
 
New employees 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 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 2017, 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 $16,200. For participants with less than five years of service, Devon’s matching contributions in 2017 were limited to the lesser of 3% of the participant’s compensation or $8,100.  
 
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 2017, 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.
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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, 2017 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 Plan expenses. Employer contributions were reduced by approximately $1,205,000 in 2017 due to forfeitures. In 2017, Plan expenses of approximately $205,000 were paid by forfeitures. As of December 31, 2017 and 2016, there were approximately $293,000 and $420,000, respectively, of forfeitures available to reduce future employer contributions or pay expenses.
 
Notes Receivable from Participants
 
Participants may borrow from their fund accounts and may have up to two loans outstanding at any time. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance.  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, 2017. 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 2018 to March 2033 at December 31, 2017. 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.

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
 
2.	Summary of Significant Accou nting 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, 2017 or 2016. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
 
Payment of Benefits
Benefits are recorded when paid.
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
 
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 management fees related to the equity securities and collective trusts are included in administrative expenses. All other investment-related expenses are included in net appreciation of fair value of investments.
 
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, 2017 and 2016. There have been no changes in the methodologies used at December 31, 2017 and 2016.
  	 	As of December 31, 2017	 	
 	 	Total	 	 	Level 1 Inputs	 	
Mutual funds	 	$	244,897,426	 	 	$	244,897,426	 	
Self-directed brokerage account	 	 	37,017,592	 	 	 	37,017,592	 	
Common stock	 	 	230,170,187	 	 	 	230,170,187	 	
Total assets in the fair value hierarchy	 	$	512,085,205	 	 	$	512,085,205	 	
Investments measured at net asset value	 	 	256,696,296	 	 	 	 	 	
Investments at fair value	 	$	768,781,501	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
 	 	As of December 31, 2016	 	
 	 	Total	 	 	Level 1 Inputs	 	
Mutual funds	 	$	205,891,804	 	 	$	205,891,804	 	
Self-directed brokerage account	 	 	32,305,893	 	 	 	32,305,893	 	
Common stock	 	 	225,588,412	 	 	 	225,588,412	 	
Total assets in the fair value hierarchy	 	$	463,786,109	 	 	$	463,786,109	 	
Investments measured at net asset value	 	 	219,247,608	 	 	 	 	 	
Investments at fair value	 	$	683,033,717	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
 
     The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2017 and 2016, respectively.
 
December 31, 2017	 	Fair Value	 	 	Unfunded Commitments	 	Redemption Frequency	 	Redemption Notice Period	
Commingled funds:	 	 	 	 	 	 	 	 	 	 	
US Equity	 	$	104,968,336	 	 	None	 	Daily	 	None	
International Equity	 	 	86,136,854	 	 	None	 	Daily	 	None	
World Equity	 	 	24,601,478	 	 	None	 	Daily	 	None	
Real Estate	 	 	1,539,780	 	 	None	 	Daily	 	None	
Total commingled funds	 	 	217,246,448	 	 	 	 	 	 	 	
Stable value collective:	 	 	 	 	 	 	 	 	 	 	
Trust fund	 	 	39,449,848	 	 	None	 	Daily	 	12 months	
Investments measured at net asset value	 	$	256,696,296	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
December 31, 2016	 	Fair Value	 	 	Unfunded Commitments	 	Redemption Frequency	 	Redemption Notice Period	
Commingled funds:	 	 	 	 	 	 	 	 	 	 	
US Equity	 	$	96,402,679	 	 	None	 	Daily	 	None	
International Equity	 	 	64,197,186	 	 	None	 	Daily	 	None	
World Equity	 	 	11,263,590	 	 	None	 	Daily	 	None	
Real Estate	 	 	5,667,593	 	 	None	 	Daily	 	None	
Total commingled funds	 	 	177,531,048	 	 	 	 	 	 	 	
Stable value collective:	 	 	 	 	 	 	 	 	 	 	
Trust fund	 	 	41,716,560	 	 	None	 	Daily	 	12 months	
Investments measured at net asset value	 	$	219,247,608	 	 	 	 	 	 	 	

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.  Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC.  These funds are required to publish their daily net asset value (“NAV”) and to transact at that price.  The mutual funds held by the Plan are deemed to be actively traded.
 
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
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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – CONTINUED
 
determine the fair value of certain financial instruments could result in a different estimate of fair valu e 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 and Parties in Interest 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 July 10, 2017 that the Plan and related trusts are designed in accordance with applicable sections of the Code. Prior to July 10, 2017 the Plan operated under a determination letter dated November 3, 2015. 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 and, therefore, believe that the Plan is qualified and the related trust is tax-exempt.
 
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, 2017 and 2016.
 
The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
 
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.

 

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Devon Energy Corporation Incentive Savings Plan	 	 	 	 	 	 	 	 	 	 	
EIN: 73-1567067     Plan Number: 002	 	 	 	 	 	 	 	 	 	 	
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)	 	 	 	 	 	 	 	 	 	 	
December 31, 2017	 	 	 	 	 	 	 	 	 	 	

Identity of issue, borrower, lessor or similar party	 	Description of investment	 	Number of shares or units	 	 	Current Value	 	
Devon Energy Corporation**	 	Devon common stock	 	 	650,234	 	 	$	26,919,688	 	
Cash equivalent fund:	 	 	 	 	 	 	 	 	 	 	
   The Vanguard Group	 	Vanguard Money Market Fund	 	 	11,099,639	 	 	 	11,099,639	 	
   Interest-bearing cash	 	Money-market securities	 	 	 	 	 	 	5,042,331	 	
Mutual Funds and Common Trust Funds:	 	 	 	 	 	 	 	 	 	 	
  TCW Investment Management Company	 	TCW Core Fixed Income Fund	 	 	5,498,159	 	 	 	60,424,765	 	
PIMCO Funds	 	PIMCO All Asset All Authority	 	 	4,669,883	 	 	 	41,655,358	 	
   SEI Trust Company	 	PIMCO Stable Income Fund	 	 	374,251	 	 	 	39,449,848	 	
   Aberdeen	 	Aberdeen Emerging Markets Fund	 	 	1,138,447	 	 	 	18,374,539	 	
   Harbor Funds	 	Harbor International Fund	 	 	711,456	 	 	 	48,037,526	 	
   Neuberger Berman	 	Neuberger Berman High Yield Bond Fund	 	 	2,817,838	 	 	 	24,487,012	 	
   Blackrock, Inc.	 	US Equity Index	 	 	3,492,879	 	 	 	104,968,336	 	
   Blackrock, Inc.	 	International Equity Index	 	 	5,403,106	 	 	 	86,136,854	 	
   Blackrock, Inc.	 	Blackrock MSCI ACWI Minimum Volatility Fund	 	 	1,979,403	 	 	 	24,601,478	 	
   Capital Research & Management Company	 	Europacific Growth Fund	 	 	206,697	 	 	 	11,603,946	 	
   Invesco	 	Invesco Equity Real Estate Securities Trust	 	 	10,587	 	 	 	1,539,780	 	
Western Asset	 	Inflation Indexed Plus Bond Portfolio	 	 	2,156,317	 	 	 	24,172,310	 	
Equity Securities:	 	 	 	 	 	 	 	 	 	 	
2U INC	 	Common stock	 	 	7,138	 	 	 	460,472	 	
ABBVIE INC	 	Common stock	 	 	3,906	 	 	 	377,749	 	
ABIOMED INC	 	Common stock	 	 	3,287	 	 	 	616,017	 	
ACADIA PHARMACEUTICALS	 	Common stock	 	 	3,606	 	 	 	108,577	 	
ACI WORLDWIDE INC	 	Common stock	 	 	14,700	 	 	 	333,249	 	
ADOBE SYSTEMS INC	 	Common stock	 	 	3,003	 	 	 	526,246	 	
ADTALEM GLOBAL EDUCATION	 	Common stock	 	 	12,160	 	 	 	511,328	 	
ADVANCE AUTO PARTS INC	 	Common stock	 	 	7,500	 	 	 	747,675	 	
AECOM	 	Common stock	 	 	7,400	 	 	 	274,910	 	
AERCAP HOLDINGS NV	 	Common stock	 	 	11,000	 	 	 	578,710	 	
AES CORP	 	Common stock	 	 	73,400	 	 	 	794,922	 	
AETNA INC	 	Common stock	 	 	4,048	 	 	 	730,219	 	
AFFILIATED MANAGERS GRP	 	Common stock	 	 	1,965	 	 	 	403,315	 	
AGNC INVESTMENT CORP	 	Common stock	 	 	38,100	 	 	 	769,239	 	
AIR PRODUCTS & CHEMICALS	 	Common stock	 	 	11,515	 	 	 	1,889,381	 	
ALASKA AIR GROUP INC	 	Common stock	 	 	5,000	 	 	 	367,550	 	
ALIBABA GROUP HLD SPON AD	 	Common stock	 	 	8,976	 	 	 	1,547,732	 	
ALLEGHANY CORP DEL	 	Common stock	 	 	1,400	 	 	 	834,526	 	
ALLERGAN PLC	 	Common stock	 	 	737	 	 	 	120,558	 	
ALLIANT ENERGY CORPORATIO	 	Common stock	 	 	10,300	 	 	 	438,883	 	
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ALLY FINANCIAL INC	 	Common stock	 	 	8,400	 	 	 	244,944	 	
ALPHABET INC CL C	 	Common stock	 	 	2,961	 	 	 	3,098,390	 	
ALTABA INC	 	Common stock	 	 	6,133	 	 	 	428,390	 	
ALTRIA GROUP INC	 	Common stock	 	 	9,632	 	 	 	687,821	 	
AMAZON.COM INC	 	Common stock	 	 	2,602	 	 	 	3,042,961	 	
AMC ENTERTAINMENT HL CL A	 	Common stock	 	 	39,100	 	 	 	590,410	 	
AMC NETWORKS INC CL A	 	Common stock	 	 	11,900	 	 	 	643,552	 	
AMERCO INC	 	Common stock	 	 	2,300	 	 	 	869,193	 	
AMERICAN EAGLE OUTFITTERS	 	Common stock	 	 	17,400	 	 	 	327,120	 	
AMERICAN EXPRESS CO	 	Common stock	 	 	12,910	 	 	 	1,282,092	 	
AMERICAN INTL GROUP	 	Common stock	 	 	10,153	 	 	 	604,916	 	
ANTERO RES CORP	 	Common stock	 	 	36,500	 	 	 	693,500	 	
ANTHEM INC	 	Common stock	 	 	6,192	 	 	 	1,393,262	 	
APPLE INC	 	Common stock	 	 	18,767	 	 	 	3,175,939	 	
APPLIED MATERIALS INC	 	Common stock	 	 	14,766	 	 	 	754,838	 	
APTIV PLC	 	Common stock	 	 	3,137	 	 	 	266,112	 	
ARISTA NETWORKS INC	 	Common stock	 	 	1,571	 	 	 	370,096	 	
ARRIS INTERNATIONAL PLC	 	Common stock	 	 	21,000	 	 	 	539,490	 	
AUTODESK INC	 	Common stock	 	 	4,836	 	 	 	506,958	 	
AVNET INC	 	Common stock	 	 	15,300	 	 	 	606,186	 	
AXALTA COATING SYS LTD	 	Common stock	 	 	10,785	 	 	 	349,003	 	
AXIS CAPITAL HOLDINGS LTD	 	Common stock	 	 	10,900	 	 	 	547,834	 	
BALL CORP	 	Common stock	 	 	15,949	 	 	 	603,670	 	
BANK OF AMERICA CORPORATI	 	Common stock	 	 	104,845	 	 	 	3,095,023	 	
BANK OF THE OZARKS INC	 	Common stock	 	 	12,040	 	 	 	583,338	 	
BERKSHIRE HATHAWAY CL B	 	Common stock	 	 	5,300	 	 	 	1,050,566	 	
BIOMARIN PHARMACEUTICAL	 	Common stock	 	 	2,837	 	 	 	252,975	 	
BLACK KNIGHT INC	 	Common stock	 	 	5,727	 	 	 	252,847	 	
BLACKHAWK NETWORK HLDG	 	Common stock	 	 	16,000	 	 	 	570,400	 	
BLACKROCK INC	 	Common stock	 	 	552	 	 	 	283,568	 	
BLACKSTONE GROUP LP	 	Common stock	 	 	15,352	 	 	 	491,571	 	
BLOCK H & R INC	 	Common stock	 	 	19,400	 	 	 	508,668	 	
BOEING CO	 	Common stock	 	 	666	 	 	 	196,410	 	
BOOZ ALLEN HAMILTON  CL A	 	Common stock	 	 	16,428	 	 	 	626,400	 	
BOSTON SCIENTIFIC CORP	 	Common stock	 	 	11,605	 	 	 	287,688	 	
BP PLC SPON ADR	 	Common stock	 	 	24,829	 	 	 	1,043,563	 	
BRISTOL-MYERS SQUIBB CO	 	Common stock	 	 	3,747	 	 	 	229,616	 	
BROADCOM LTD	 	Common stock	 	 	8,995	 	 	 	2,310,816	 	
BWX TECHNOLOGIES INC	 	Common stock	 	 	15,216	 	 	 	920,416	 	
CABLE ONE INC W/I	 	Common stock	 	 	263	 	 	 	184,981	 	
CAMBREX CORP	 	Common stock	 	 	8,577	 	 	 	411,696	 	
CAPITAL ONE FIN CORP	 	Common stock	 	 	6,999	 	 	 	696,960	 	
CARDINAL HEALTH INC	 	Common stock	 	 	8,895	 	 	 	544,997	 	
CARNIVAL CORP	 	Common stock	 	 	10,093	 	 	 	669,872	 	
CARRIZO OIL & GAS INC	 	Common stock	 	 	5,311	 	 	 	113,018	 	
CASEY GENERAL STORES	 	Common stock	 	 	6,900	 	 	 	772,386	 	
CATERPILLAR INC	 	Common stock	 	 	2,123	 	 	 	334,542	 	
CAVIUM INC	 	Common stock	 	 	3,269	 	 	 	274,040	 	
CBOE GLOBAL MARKETS INC	 	Common stock	 	 	3,723	 	 	 	463,849	 	
CBS CORP CL B	 	Common stock	 	 	9,344	 	 	 	551,296	 	
CELANESE CORP SER A	 	Common stock	 	 	15,129	 	 	 	1,620,013	 	
CELGENE CORP	 	Common stock	 	 	5,413	 	 	 	564,901	 	
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CHARLES RIVER LABS INTL	 	Common stock	 	 	4,559	 	 	 	498,983	 	
CHARTER COMM INC A	 	Common stock	 	 	470	 	 	 	157,901	 	
CHEVRON CORP	 	Common stock	 	 	8,500	 	 	 	1,064,115	 	
CIGNA CORP	 	Common stock	 	 	5,282	 	 	 	1,072,721	 	
CINTAS CORP	 	Common stock	 	 	1,908	 	 	 	297,324	 	
CIT GROUP INC	 	Common stock	 	 	15,300	 	 	 	753,219	 	
CITIGROUP INC	 	Common stock	 	 	28,721	 	 	 	2,137,130	 	
CLOVIS ONCOLOGY INC	 	Common stock	 	 	1,736	 	 	 	118,048	 	
COCA-COLA EUROPEAN PARTNE	 	Common stock	 	 	24,200	 	 	 	964,370	 	
COGNIZANT TECH SOLUT CL A	 	Common stock	 	 	5,032	 	 	 	357,373	 	
COHERENT INC	 	Common stock	 	 	1,204	 	 	 	339,793	 	
COLLIERS INTL GROUP (US)	 	Common stock	 	 	3,680	 	 	 	222,088	 	
COLUMBIA PROPERTY TR INC	 	Common stock	 	 	24,600	 	 	 	564,570	 	
COMCAST CORP CL A	 	Common stock	 	 	42,690	 	 	 	1,709,735	 	
COMPASS MINERALS INTL INC	 	Common stock	 	 	7,900	 	 	 	570,775	 	
CONDUENT INC	 	Common stock	 	 	48,300	 	 	 	780,528	 	
CONOCOPHILLIPS	 	Common stock	 	 	19,913	 	 	 	1,093,025	 	
COPART INC	 	Common stock	 	 	24,078	 	 	 	1,039,929	 	
CORECIVIC INC	 	Common stock	 	 	24,800	 	 	 	558,000	 	
CORELOGIC INC	 	Common stock	 	 	14,200	 	 	 	656,182	 	
COSTAR GROUP INC	 	Common stock	 	 	2,899	 	 	 	860,858	 	
COVANTA HOLDING CORP	 	Common stock	 	 	13,100	 	 	 	221,390	 	
CROWN CASTLE INTL CORP	 	Common stock	 	 	4,617	 	 	 	512,533	 	
CSRA INC	 	Common stock	 	 	32,622	 	 	 	976,050	 	
CVS HEALTH CORP	 	Common stock	 	 	9,700	 	 	 	703,250	 	
DANAHER CORP	 	Common stock	 	 	8,298	 	 	 	770,220	 	
DEXCOM INC	 	Common stock	 	 	6,576	 	 	 	377,397	 	
DIAMONDBACK ENERGY INC	 	Common stock	 	 	3,349	 	 	 	422,811	 	
DIEBOLD NIXDORF INC	 	Common stock	 	 	19,500	 	 	 	318,825	 	
DISCOVERY COMM CL C NON-V	 	Common stock	 	 	19,700	 	 	 	417,049	 	
DOLLAR GENERAL CORP	 	Common stock	 	 	12,300	 	 	 	1,144,023	 	
DOMINOS PIZZA INC	 	Common stock	 	 	3,876	 	 	 	732,409	 	
DOWDUPONT INC	 	Common stock	 	 	20,104	 	 	 	1,431,807	 	
DST SYSTEMS INC	 	Common stock	 	 	8,800	 	 	 	546,216	 	
DUN & BRADSTREET DEL NEW	 	Common stock	 	 	2,305	 	 	 	272,935	 	
DYCOM INDUSTRIES INC	 	Common stock	 	 	4,832	 	 	 	538,430	 	
E TRADE FINANCIAL CORP	 	Common stock	 	 	28,277	 	 	 	1,401,691	 	
EAST WEST BANCORP INC	 	Common stock	 	 	4,057	 	 	 	246,787	 	
ECHOSTAR CORP CL A	 	Common stock	 	 	11,000	 	 	 	658,900	 	
ELECTRONIC ARTS INC	 	Common stock	 	 	2,844	 	 	 	298,791	 	
ENCOMPASS HEALTH CORP	 	Common stock	 	 	9,530	 	 	 	470,877	 	
ENCORE CAP GROUP INC	 	Common stock	 	 	8,552	 	 	 	360,039	 	
EQUINIX INC	 	Common stock	 	 	2,015	 	 	 	913,238	 	
EQUITY COMMONWEALTH	 	Common stock	 	 	33,000	 	 	 	1,006,830	 	
EURONET WORLDWIDE INC	 	Common stock	 	 	4,597	 	 	 	387,389	 	
EVERTEC INC	 	Common stock	 	 	33,900	 	 	 	462,735	 	
EXACT SCIENCES CORP	 	Common stock	 	 	13,028	 	 	 	684,491	 	
EXPRESS SCRIPTS HLDG CO	 	Common stock	 	 	11,200	 	 	 	835,968	 	
FACEBOOK INC A	 	Common stock	 	 	17,202	 	 	 	3,035,465	 	
FAIRMOUNT SANTROL HLDGS	 	Common stock	 	 	53,860	 	 	 	281,688	 	
FEDEX CORP	 	Common stock	 	 	1,674	 	 	 	417,730	 	
FERROGLOBE REP&WARRANTY I	 	Common stock	 	 	42,600	 	 	 	-	 	
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FINISAR CORP	 	Common stock	 	 	20,600	 	 	 	419,210	 	
FIRSTCASH INC	 	Common stock	 	 	6,521	 	 	 	439,841	 	
FIRSTSERVICE CORP (US)	 	Common stock	 	 	4,639	 	 	 	324,359	 	
FNF GROUP	 	Common stock	 	 	16,800	 	 	 	659,232	 	
FOSSIL GROUP INC	 	Common stock	 	 	25,700	 	 	 	199,689	 	
GAMING AND LEISURE PROPRT	 	Common stock	 	 	18,600	 	 	 	688,200	 	
GENERAL DYNAMICS CORPORAT	 	Common stock	 	 	4,641	 	 	 	944,211	 	
GENERAL ELECTRIC CO	 	Common stock	 	 	55,300	 	 	 	964,985	 	
GLAUKOS CORP	 	Common stock	 	 	6,828	 	 	 	175,138	 	
GRAND CANYON EDUCATION	 	Common stock	 	 	6,181	 	 	 	553,385	 	
GUIDEWIRE SOFTWARE INC	 	Common stock	 	 	7,986	 	 	 	593,040	 	
HALLIBURTON CO	 	Common stock	 	 	8,191	 	 	 	400,294	 	
HANESBRANDS INC	 	Common stock	 	 	28,991	 	 	 	606,202	 	
HD SUPPLY HLDGS INC	 	Common stock	 	 	2,481	 	 	 	99,314	 	
HEICO CORP CL A	 	Common stock	 	 	6,069	 	 	 	479,754	 	
HESS CORP	 	Common stock	 	 	17,900	 	 	 	849,713	 	
HEWLETT PACKARD ENTERPRIS	 	Common stock	 	 	64,100	 	 	 	920,476	 	
HEXCEL CORPORATION	 	Common stock	 	 	7,659	 	 	 	473,709	 	
HILTON GRAND VACATIONS	 	Common stock	 	 	11,255	 	 	 	472,147	 	
HOME DEPOT INC	 	Common stock	 	 	7,393	 	 	 	1,401,195	 	
HONEYWELL INTL INC	 	Common stock	 	 	10,782	 	 	 	1,653,528	 	
HORIZON PHARMA PLC	 	Common stock	 	 	31,565	 	 	 	460,849	 	
HOUGHTON MIFFLIN HARCOURT	 	Common stock	 	 	35,000	 	 	 	325,500	 	
IDEXX LABS INC	 	Common stock	 	 	2,110	 	 	 	329,962	 	
ILLUMINA INC	 	Common stock	 	 	1,689	 	 	 	369,030	 	
INC RESEARCH HLDGS INC-A	 	Common stock	 	 	6,300	 	 	 	274,680	 	
INTERCONTINENTAL EXCHANGE	 	Common stock	 	 	12,289	 	 	 	867,112	 	
INTERNATIONAL PAPER CO	 	Common stock	 	 	5,301	 	 	 	307,140	 	
INTUITIVE SURGICAL INC	 	Common stock	 	 	668	 	 	 	243,780	 	
INVESTORS BANCORP INC NEW	 	Common stock	 	 	39,400	 	 	 	546,872	 	
IRON MOUNTAIN INC	 	Common stock	 	 	5,600	 	 	 	211,288	 	
J2 GLOBAL INC	 	Common stock	 	 	4,041	 	 	 	303,196	 	
JETBLUE AIRWAYS CORP	 	Common stock	 	 	28,000	 	 	 	625,520	 	
JOHNSON & JOHNSON	 	Common stock	 	 	5,716	 	 	 	798,640	 	
JOHNSON CONTROLS INTERNAT	 	Common stock	 	 	21,704	 	 	 	827,139	 	
JONES LANG LASALLE INC	 	Common stock	 	 	2,963	 	 	 	441,280	 	
JPMORGAN CHASE & CO	 	Common stock	 	 	21,629	 	 	 	2,313,005	 	
KEYCORP	 	Common stock	 	 	48,100	 	 	 	970,177	 	
KOSMOS ENERGY LTD	 	Common stock	 	 	75,946	 	 	 	520,230	 	
KULICKE & SOFFA INDU INC	 	Common stock	 	 	9,300	 	 	 	226,316	 	
LANNETT INC	 	Common stock	 	 	7,000	 	 	 	162,400	 	
LENNOX INTERNATIONAL INC	 	Common stock	 	 	1,559	 	 	 	324,677	 	
LEUCADIA NATIONAL CORP	 	Common stock	 	 	29,200	 	 	 	773,508	 	
LIBERTY EXPEDIA HLDG CL A	 	Common stock	 	 	8,000	 	 	 	354,640	 	
LIGAND PHARMACEUTICALS	 	Common stock	 	 	4,424	 	 	 	605,778	 	
LIVE NATION ENTERTAINMENT	 	Common stock	 	 	11,139	 	 	 	474,187	 	
LOWES COS INC	 	Common stock	 	 	13,400	 	 	 	1,245,396	 	
LYONDELLBASELL INDS CLASS	 	Common stock	 	 	6,500	 	 	 	717,080	 	
MADISON SQUARE GARDEN CO/	 	Common stock	 	 	2,666	 	 	 	562,126	 	
MARTIN MARIETTA MATERIALS	 	Common stock	 	 	3,027	 	 	 	669,088	 	
MAXIMUS INC	 	Common stock	 	 	7,598	 	 	 	543,865	 	
MAXLINEAR INC	 	Common stock	 	 	13,692	 	 	 	361,743	 	
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Table of Contents
MBIA INC	 	Common stock	 	 	30,500	 	 	 	223,260	 	
MCDERMOTT INTL INC	 	Common stock	 	 	31,400	 	 	 	206,612	 	
MCDONALDS CORP	 	Common stock	 	 	4,226	 	 	 	727,379	 	
MEDNAX INC	 	Common stock	 	 	12,700	 	 	 	678,688	 	
MEDTRONIC PLC	 	Common stock	 	 	15,901	 	 	 	1,284,006	 	
MERCK & CO INC NEW	 	Common stock	 	 	14,771	 	 	 	831,164	 	
METHODE ELECTRONICS INC	 	Common stock	 	 	7,900	 	 	 	316,790	 	
MFA FINANCIAL INC	 	Common stock	 	 	95,800	 	 	 	758,736	 	
MICHAELS COS INC	 	Common stock	 	 	41,453	 	 	 	1,002,748	 	
MICRO FOCUS INTL PLC SPND	 	Common stock	 	 	19,377	 	 	 	650,873	 	
MICROCHIP TECHNOLOGY	 	Common stock	 	 	21,524	 	 	 	1,891,529	 	
MICRON TECHNOLOGY INC	 	Common stock	 	 	8,688	 	 	 	357,251	 	
MICROSOFT CORP	 	Common stock	 	 	58,445	 	 	 	4,999,385	 	
MIDDLEBY CORP	 	Common stock	 	 	4,696	 	 	 	633,725	 	
MORGAN STANLEY	 	Common stock	 	 	12,749	 	 	 	668,940	 	
MSG NETWORKS INC CL A	 	Common stock	 	 	22,400	 	 	 	453,600	 	
NATIONAL CINEMEDIA INC	 	Common stock	 	 	59,000	 	 	 	404,740	 	
NATIONAL INSTRUMENT CORP	 	Common stock	 	 	8,292	 	 	 	345,196	 	
NATIONSTAR MORTGAGE HLDGS	 	Common stock	 	 	16,400	 	 	 	303,400	 	
NAVIENT CORP	 	Common stock	 	 	43,787	 	 	 	583,243	 	
NCR CORP	 	Common stock	 	 	12,800	 	 	 	435,072	 	
NETFLIX INC	 	Common stock	 	 	2,550	 	 	 	489,498	 	
NEW YORK COMMUNITY BANCOR	 	Common stock	 	 	51,892	 	 	 	675,634	 	
NEWELL BRANDS INC	 	Common stock	 	 	19,846	 	 	 	613,241	 	
NEWS CORP NEW CL A	 	Common stock	 	 	33,900	 	 	 	549,519	 	
NICE LTD SPON ADR	 	Common stock	 	 	2,786	 	 	 	256,061	 	
NIELSEN HOLDINGS PLC	 	Common stock	 	 	21,000	 	 	 	764,400	 	
NORWEGIAN CRUISE LINE HLG	 	Common stock	 	 	21,731	 	 	 	1,157,176	 	
NU SKIN ENTERPRISES CL A	 	Common stock	 	 	2,852	 	 	 	194,592	 	
NVIDIA CORP	 	Common stock	 	 	801	 	 	 	154,994	 	
OCCIDENTAL PETROLEUM CORP	 	Common stock	 	 	12,825	 	 	 	944,690	 	
OCLARO INC	 	Common stock	 	 	48,600	 	 	 	327,564	 	
OM ASSET MANAGEMENT PLC	 	Common stock	 	 	13,745	 	 	 	230,229	 	
ORACLE CORP	 	Common stock	 	 	21,374	 	 	 	1,010,563	 	
OWENS CORNING INC	 	Common stock	 	 	11,520	 	 	 	1,059,149	 	
PALO ALTO NETWORKS INC	 	Common stock	 	 	616	 	 	 	89,283	 	
PATTERSON COMPANIES INC	 	Common stock	 	 	22,800	 	 	 	823,764	 	
PERFORMANCE FOOD GROUP CO	 	Common stock	 	 	5,591	 	 	 	185,062	 	
PFIZER INC	 	Common stock	 	 	28,550	 	 	 	1,034,081	 	
PHILIP MORRIS INTL INC	 	Common stock	 	 	10,928	 	 	 	1,154,543	 	
PHILLIPS 66	 	Common stock	 	 	10,034	 	 	 	1,014,939	 	
PIONEER NATURAL RESOURCES	 	Common stock	 	 	3,918	 	 	 	677,226	 	
PNC FIN SVCS GRP INC	 	Common stock	 	 	7,750	 	 	 	1,118,248	 	
POPULAR INC	 	Common stock	 	 	9,300	 	 	 	330,057	 	
PRICELINE GROUP INC	 	Common stock	 	 	101	 	 	 	175,512	 	
PROGRESSIVE CORP OHIO	 	Common stock	 	 	2,641	 	 	 	148,741	 	
PVH CORP	 	Common stock	 	 	2,466	 	 	 	338,360	 	
QUALCOMM INC	 	Common stock	 	 	18,265	 	 	 	1,169,325	 	
RADIAN GROUP INC	 	Common stock	 	 	13,400	 	 	 	276,174	 	
RANGE RESOURCES CORP	 	Common stock	 	 	34,300	 	 	 	585,158	 	
RAYONIER ADVANCED MATERIA	 	Common stock	 	 	2,800	 	 	 	57,260	 	
RED HAT INC	 	Common stock	 	 	2,371	 	 	 	284,757	 	
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Table of Contents
RENT A CTR INC	 	Common stock	 	 	26,000	 	 	 	288,600	 	
REPLIGEN	 	Common stock	 	 	6,275	 	 	 	227,657	 	
RETAIL OPPORTUNITY INVTS	 	Common stock	 	 	37,400	 	 	 	746,130	 	
ROGERS CORP	 	Common stock	 	 	3,743	 	 	 	606,067	 	
ROYAL CARIBBEAN CRUISES	 	Common stock	 	 	6,928	 	 	 	826,372	 	
RPX CORP	 	Common stock	 	 	16,900	 	 	 	227,136	 	
S&P GLOBAL INC	 	Common stock	 	 	2,288	 	 	 	387,587	 	
SALESFORCE.COM INC	 	Common stock	 	 	11,895	 	 	 	1,216,026	 	
SBA COMMUNICATIONS CORP	 	Common stock	 	 	1,166	 	 	 	190,478	 	
SCANA CORP	 	Common stock	 	 	14,500	 	 	 	576,810	 	
SEAWORLD ENTMT INC	 	Common stock	 	 	31,225	 	 	 	423,723	 	
SERVICENOW INC	 	Common stock	 	 	3,310	 	 	 	431,591	 	
SHERWIN WILLIAMS CO	 	Common stock	 	 	2,011	 	 	 	824,590	 	
SITEONE LANDSCAPE SUPPLY	 	Common stock	 	 	4,863	 	 	 	372,992	 	
SIX FLAGS ENTERTAINMENT	 	Common stock	 	 	11,385	 	 	 	757,899	 	
SLM CORP	 	Common stock	 	 	118,329	 	 	 	1,337,118	 	
SPIRIT AEROSYSTEM HLD INC	 	Common stock	 	 	14,059	 	 	 	1,226,648	 	
SPIRIT REALTY CAPITAL INC	 	Common stock	 	 	53,200	 	 	 	456,456	 	
STANLEY BLACK & DECKER	 	Common stock	 	 	11,487	 	 	 	1,949,229	 	
STATE STREET CORP	 	Common stock	 	 	10,853	 	 	 	1,059,361	 	
STEELCASE INC CLASS A	 	Common stock	 	 	28,800	 	 	 	437,760	 	
STERICYCLE INC	 	Common stock	 	 	8,400	 	 	 	571,116	 	
STEWART INFORMATION SVCS	 	Common stock	 	 	10,100	 	 	 	427,230	 	
TAKE-TWO INTERACTV SOFTWR	 	Common stock	 	 	4,693	 	 	 	515,198	 	
TELEDYNE TECHNOLOGIES INC	 	Common stock	 	 	2,621	 	 	 	474,794	 	
TEVA PHARMACEUTICAL IND A	 	Common stock	 	 	20,729	 	 	 	392,815	 	
TEXAS INSTRUMENTS INC	 	Common stock	 	 	10,456	 	 	 	1,092,025	 	
THERMO FISHER SCIENTIFIC	 	Common stock	 	 	1,022	 	 	 	194,057	 	
TIVO CORP	 	Common stock	 	 	40,586	 	 	 	633,142	 	
T-MOBILE US INC	 	Common stock	 	 	4,269	 	 	 	271,124	 	
TORO CO	 	Common stock	 	 	3,724	 	 	 	242,917	 	
TRACTOR SUPPLY CO.	 	Common stock	 	 	5,210	 	 	 	389,448	 	
TRANSOCEAN LTD	 	Common stock	 	 	28,800	 	 	 	307,584	 	
TRANSUNION	 	Common stock	 	 	9,550	 	 	 	524,868	 	
TREEHOUSE FOODS INC	 	Common stock	 	 	10,300	 	 	 	509,438	 	
TWENTY FIRST CENTURY FOX	 	Common stock	 	 	34,200	 	 	 	1,180,926	 	
UNION PACIFIC CORP	 	Common stock	 	 	4,162	 	 	 	558,124	 	
UNITED NATURAL FOODS INC	 	Common stock	 	 	8,600	 	 	 	423,722	 	
UNITED RENTALS INC	 	Common stock	 	 	1,676	 	 	 	288,121	 	
UNITED TECHNOLOGIES CORP	 	Common stock	 	 	8,030	 	 	 	1,024,387	 	
UNITED THERAPEUTICS DEL	 	Common stock	 	 	4,200	 	 	 	621,390	 	
UNITEDHEALTH GROUP INC	 	Common stock	 	 	13,919	 	 	 	3,068,583	 	
UNITI GROUP INC	 	Common stock	 	 	32,985	 	 	 	586,803	 	
UNIVERSAL ELECTRONICS INC	 	Common stock	 	 	5,947	 	 	 	280,996	 	
US FOODS HOLDING CORP	 	Common stock	 	 	17,800	 	 	 	568,354	 	
VAIL RESORTS INC	 	Common stock	 	 	2,179	 	 	 	462,972	 	
VANTIV INC	 	Common stock	 	 	8,297	 	 	 	610,244	 	
VEEVA SYS INC CL A	 	Common stock	 	 	7,304	 	 	 	403,765	 	
VEREIT INC	 	Common stock	 	 	84,400	 	 	 	657,476	 	
VERIZON COMM INC	 	Common stock	 	 	21,037	 	 	 	1,113,488	 	
VERMILION ENERGY (USD)	 	Common stock	 	 	19,200	 	 	 	697,344	 	
VERSUM MATERIALS INC W/I	 	Common stock	 	 	11,750	 	 	 	444,738	 	
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VERTEX PHARMACEUTICALS	 	Common stock	 	 	6,168	 	 	 	924,336	 	
VIACOM INC CL B	 	Common stock	 	 	11,300	 	 	 	348,153	 	
VIRTU FINANCIAL INC CL A	 	Common stock	 	 	12,666	 	 	 	231,788	 	
VISA INC CL A	 	Common stock	 	 	20,282	 	 	 	2,312,554	 	
VONAGE HOLDINGS CORP	 	Common stock	 	 	22,500	 	 	 	228,825	 	
VULCAN MATERIALS CO	 	Common stock	 	 	5,242	 	 	 	672,916	 	
WALMART INC	 	Common stock	 	 	5,844	 	 	 	577,095	 	
WAYFAIR INC	 	Common stock	 	 	908	 	 	 	72,885	 	
WELLS FARGO & CO	 	Common stock	 	 	23,723	 	 	 	1,439,274	 	
WESCO AIRCRAFT HLDGS INC	 	Common stock	 	 	15,600	 	 	 	115,440	 	
WEST PHARMACEUTICAL SVCS	 	Common stock	 	 	3,477	 	 	 	343,076	 	
WESTERN DIGITAL CORP	 	Common stock	 	 	1,586	 	 	 	126,135	 	
WEX INC	 	Common stock	 	 	4,531	 	 	 	639,913	 	
WHITE MOUNTAINS INS GROUP	 	Common stock	 	 	1,400	 	 	 	1,191,792	 	
WILLIS TOWERS WATSON PLC	 	Common stock	 	 	5,700	 	 	 	858,933	 	
WISDOMTREE INVESTMENTS	 	Common stock	 	 	18,406	 	 	 	230,995	 	
XL GROUP LTD	 	Common stock	 	 	22,100	 	 	 	777,036	 	
XPO LOGISTICS INC	 	Common stock	 	 	2,630	 	 	 	240,883	 	
YELP INC	 	Common stock	 	 	11,013	 	 	 	462,106	 	
Brokerage Link	 	Participant directed accounts including certain Fidelity investment funds**	 	 	 	 	 	 	37,017,592	 	
NOTES RECEIVABLE FROM PARTICIPANTS**	 	Installment loans due from participants with maturity dates ranging from January 2018 to March 2033 and interest rates ranging from 4.25% to 9.50%.	 	 	 	 	 	 	8,768,683	 	
 	 	 	 	 	 	 	 	$	777,550,184	 	
 	 	 	 	 	 	 	 	 	 	 	
**Represents party in interest to the Plan.	 	 	 	 	 	 	 	 	 	 	

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 SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 	 	Devon Energy Incentive Savings Plan	
 	 	 	
Date:    June 6, 2018	 	/s/ Tana K. Cashion	
 	 	Tana K. Cashion	
 	 	Senior Vice President Human Resources	

19

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated June 6, 2018, with respect to the financial statements and supplemental schedule included in the Annual Report of Devon Energy Corporation Incentive Savings Plan on Form 11-K for the year ended December 31, 2017. We consent to the incorporation by reference of said report in the Registration Statement of Devon Energy Corporation on Form S-8 (File No. 333-179181).
/s/ GRANT THORNTON LLP
Oklahoma City, Oklahoma
June 6, 2018