UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 40-F

(Check One)

[  ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012

Commission file number 1-15226

ENCANA CORPORATION

(Exact name of registrant as specified in its charter)

1800-855 2nd Street, S.W., P.O. Box 2850, Calgary, Alberta, Canada  T2P 2S5
(403) 645-2000
(Address and Telephone Number of Registrant’s Principal Executive Offices)

CT Corporation System, 111 8th Avenue, New York, NY  10011
(212) 894-8940
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.     None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.     Debt Securities

For annual reports, indicate by check mark the information filed with this Form:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:  736,327,987

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 (the “Exchange Act”) 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 X                        No    

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 (s.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 X                        No    

The Annual Report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, each of the registrant’s Registration Statements under the Securities Act of 1933:  Form F-3 (File No. 333-150453), Form S-8 (File Nos. 333-124218, 333-85598 and 333-140856) and Form F-10 (File No. 333-181196).

FORM 40-F

Principal Documents

The following documents have been filed as part of this Annual Report on Form 40-F, beginning on the following page:

40-F1

This is the Annual Information Form of Encana Corporation (“Encana” or the “Company”) for the year ended December 31, 2012. In this Annual Information Form, unless otherwise specified or the context otherwise requires, reference to “Encana” or to the “Company” includes reference to subsidiaries of and partnership interests held by Encana Corporation and its subsidiaries.

In this Annual Information Form, daily natural gas volumes are referenced in either thousands of cubic feet (“Mcf”) per day (“Mcf/d”), millions of cubic feet (“MMcf”) per day (“MMcf/d”), or billions of cubic feet (“Bcf”) per day (“Bcf/d”).  The term “liquids” is used to represent oil, natural gas liquids (“NGLs”) and condensate.  Daily liquids volumes are referenced in either barrels (“bbls”) per day (“bbls/d”), thousands of barrels (“Mbbls”) per day (“Mbbls/d”) or millions of barrels (“MMbbls”) per day (“MMbbls/d”).

Certain liquids volumes have been converted to billions of cubic feet equivalent (“Bcfe”) on the basis of one barrel (“bbl”) to six Mcf. Bcfe may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of oil and NGLs as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

On January 1, 2012, Encana adopted U.S. generally accepted accounting principles (“U.S. GAAP”) for financial reporting purposes.  The Company’s annual audited Consolidated Financial Statements for the year ended December 31, 2012, including required comparative information for 2011 and 2010, have been prepared in accordance with U.S. GAAP.  All financial information included in this Annual Information Form is prepared in accordance with U.S. GAAP.

Readers are directed to the sections titled “Note Regarding Forward-Looking Statements” and “Note Regarding Reserves Data and Other Oil and Gas Information”.

Unless otherwise specified, all dollar amounts are expressed in United States (“U.S.”) dollars, all references to “dollars”, “$” or to “US$” are to U.S. dollars and all references to “C$” are to Canadian dollars.  All proceeds from divestitures are provided on a before-tax basis.

Encana Corporation is incorporated under the Canada Business Corporations Act (“CBCA”). Its executive and registered office is located at 1800, 855 - 2nd Street S.W., Calgary, Alberta, Canada T2P 2S5.

The following table presents the name, the percentage of voting securities owned and the jurisdiction of incorporation, continuance or formation of Encana’s principal subsidiaries and partnerships as at December 31, 2012. Each of these subsidiaries and partnerships had total assets that exceeded 10 percent of Encana’s total consolidated assets or annual revenues that exceeded 10 percent of Encana’s total consolidated annual revenues as at December 31, 2012.

The above table does not include all of the subsidiaries and partnerships of Encana. The assets and annual revenues of unnamed subsidiaries and partnerships in the aggregate did not exceed 20 percent of Encana’s total consolidated assets or total consolidated annual revenues as at December 31, 2012.

As a general matter, Encana reorganizes its subsidiaries as required to maintain proper alignment of its business, operating and management structures.

Encana was formed in 2002 through the business combination of Alberta Energy Company Ltd. (“AEC”) and PanCanadian Energy Corporation (“PanCanadian”). On November 30, 2009, Encana completed a corporate reorganization (the “Split Transaction”) to split into two independent publicly traded energy companies – Encana and Cenovus Energy Inc. (“Cenovus”).

Encana is a leading North American energy producer that is focused on growing its strong portfolio of diverse resource plays producing natural gas, oil and NGLs. Encana’s operations also include the marketing of natural gas, oil and NGLs.  All of Encana’s reserves and production are located in North America.

Encana employs a decentralized decision making structure and is currently divided into two operating divisions. The operating divisions are:

·             Canadian Division includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within Canada. The following resource plays are located in the Division: Cutbank Ridge in northern British Columbia; Bighorn in west central Alberta; Peace River Arch in northwest Alberta; Clearwater in southern Alberta, including the emerging Clearwater Oil play; and Greater Sierra in northeast British Columbia. Emerging plays within the Division also include the Duvernay in west central Alberta. As well, the Deep Panuke natural gas project offshore Nova Scotia is included in the Division.

·             USA Division includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within the U.S. The following resource plays are located in the Division:  Piceance in northwest Colorado; Jonah in southwest Wyoming; Haynesville in Louisiana; and Texas. Other and emerging plays within the Division include the Tuscaloosa Marine Shale in Louisiana and Mississippi, Eaglebine in east Texas, the Mississippian Lime in Oklahoma and Kansas, the DJ Niobrara in northern Colorado and the San Juan Basin in New Mexico.

Encana’s proprietary production is substantially sold by the Midstream, Marketing & Fundamentals team, which is focused on enhancing the Company’s netback price. Midstream, Marketing & Fundamentals manages Encana’s market optimization activities, which include third party purchases and sales of product to provide operational flexibility for transportation commitments, product type, delivery points and customer diversification.

Encana’s Natural Gas Economy team focuses on pursuing the development of expanded natural gas markets in North America, particularly within the areas of power generation, transportation and industrial applications. Due to the technical breakthroughs which have enhanced natural gas extraction, the commercial resource in North America has grown to a historical high. This abundance improves the longer term affordability and reliability of natural gas for these potential markets. In addition, increased use of natural gas has the potential to yield lower greenhouse gas and volatile organic compound emissions as compared to other fossil fuel use.

For 2012 financial reporting purposes, Encana’s reportable segments were: (i) Canada; (ii) USA; (iii) Market Optimization; and (iv) Corporate and Other. Corporate and Other is not an operating segment and mainly includes unrealized gains or losses recorded on derivative financial instruments. Once the instruments are settled, the realized gains and losses are recorded in the operating segment to which the derivative instruments relate.

Significant events which contributed to the development of Encana’s business over the last three years included the following:

2012

·    Entered into a partnership agreement with a Mitsubishi Corporation subsidiary (“Mitsubishi”) to jointly develop certain Cutbank Ridge lands in British Columbia. Under the agreement, Encana owns 60 percent and Mitsubishi owns 40 percent of the partnership. Mitsubishi agreed to invest approximately C$2.9 billion for its partnership interest, with C$1.45 billion received in February 2012.  Mitsubishi has agreed to invest the remaining amount of approximately C$1.45 billion, in addition to its 40 percent of the partnership’s future capital investment, over an expected commitment period of five years, thereby reducing Encana’s capital funding commitment to 30 percent of the total expected capital investment over that period.

·    Entered into an agreement with a PetroChina Company Limited subsidiary (“PetroChina”) to jointly explore and develop certain Duvernay lands in Alberta. PetroChina has agreed to invest approximately C$2.18 billion for a 49.9 percent working interest in the lands. PetroChina invested C$1.18 billion in December 2012 and has agreed to further invest approximately C$1.0 billion over a commitment period which is expected to be four years. The further investment of approximately C$1.0 billion is to be used to fund half of Encana’s capital funding commitment.

·    Entered into an agreement with a Toyota Tsusho Corporation subsidiary (“Toyota Tsusho”) under which Toyota Tsusho has agreed to invest approximately C$600 million to acquire a 32.5 percent gross overriding royalty interest in natural gas production from a portion of Encana’s Clearwater resource play. Toyota Tsusho invested C$100 million in April 2012 and has agreed to further invest approximately C$500 million which is expected to be received over the next seven years.

·    Entered into a long-term joint venture agreement with a Nucor Corporation subsidiary (“Nucor”) in November 2012, under which Nucor is to earn a 50 percent working interest in certain natural gas wells to be drilled over the next 20 years in the Piceance Basin in Colorado.  Nucor has agreed to pay its share of well costs plus a portion attributable to Encana’s interest.

·    Entered into a joint venture agreement with Exaro Energy III LLC (“Exaro”) in March 2012 under which Exaro has agreed to invest approximately $380 million over the next five years to earn a 32.5 percent working interest in certain sections of the Jonah field in Wyoming.

·    Renegotiated certain gathering and processing agreements in September 2012, which result in Encana receiving additional NGL volumes from the Company’s processed gas in the Piceance and Jonah areas in the U.S.

·    Closed the sale of two natural gas processing plants in British Columbia and Alberta for proceeds of approximately C$920 million in February 2012.

·    Entered into an agreement to sell Encana’s 30 percent interest in the proposed Kitimat liquefied natural gas (“LNG”) export terminal in British Columbia. The transaction closed on February 8, 2013.

·    Commenced various natural gas fueling projects including mobile and permanent LNG fueling stations in Canada and the U.S., a compressed natural gas (“CNG”) fueling station in Texas, LNG fueling systems for drilling rigs in Michigan and Colorado, an LNG locomotive pilot in Alberta and the conversion of 25 percent of Encana’s fleet vehicles to CNG.

2011

·    Acquired various strategic exploration and evaluation lands and properties which complement existing assets within Encana’s portfolio, totaling $515 million. Land capture included additional acreage with potential oil and natural gas streams with associated liquids.

·    Completed divestitures for total proceeds of $891 million of Encana’s interest in the Cabin natural gas processing plant in British Columbia, the Fort Lupton natural gas processing plant in Colorado and the South Piceance natural gas gathering assets in Colorado.

·    Closed the majority of the sale of its North Texas natural gas producing assets for proceeds of $836 million.  In March of 2012, Encana completed the remainder of the sale and received additional proceeds of $114 million.

·    Entered into deep cut processing arrangements, which allow the Company to extract additional NGL volumes from its natural gas streams starting in 2012 at the Musreau plant in Bighorn and Gordondale plant in Peace River Arch.

·    Acquired a 30 percent interest in the planned Kitimat LNG export terminal in British Columbia.

·    Entered into an agreement to be the sole LNG fueling supplier to a fleet of 200 LNG heavy-duty trucks in Louisiana through its mobile and permanent LNG fueling stations and opened four compressed natural gas fueling stations.

2010

·    Entered into farm-out agreements with Kogas Canada Ltd., a Korea Gas Corporation subsidiary (“Kogas”), which agreed to invest approximately C$565 million over three years to earn a 50 percent interest in approximately 154,000 acres of land in Horn River and Montney in the Greater Sierra and Cutbank Ridge resource plays. In 2011, Encana extended a farm-out agreement with Kogas for an additional investment of C$185 million for approximately 20,000 additional acres.

·    Acquired various strategic lands and properties that complement existing assets within Encana’s portfolio. In 2010, acquisitions were $592 million in the Canadian Division and $141 million in the USA Division.

·    Completed the divestiture of mature conventional oil and natural gas assets for proceeds of approximately $288 million in the Canadian Division and $595 million in the USA Division.

The following map outlines the location of Encana’s North American landholdings, resource plays and emerging plays as at December 31, 2012.

Encana’s operations are focused on exploiting North American long-life natural gas and oil formations. Encana attempts to identify early-stage, geographically expansive hydrocarbon-charged basins and then assembles a large land position to try to capture core resource opportunities. Encana determines cost efficient means for extracting natural gas, oil and NGLs, focusing on technological innovation. The Company’s resource play hub model is a manufacturing-style development approach, which utilizes integrated production facilities to develop resources by drilling multiple wells from central pad sites. This manufacturing-style approach extends over many years. Capital and operating efficiencies are pursued on an ongoing basis and applied across Encana’s expansive portfolio.

Encana’s capital investment strategy is focused on building long-term production growth capacity and transitioning to a more diversified portfolio of production and cash flows. In the current price environment, the Company plans to continue focusing capital investment in liquids plays, minimizing investment in dry natural gas plays and attracting third party capital investments.

Encana’s operations are primarily located in Canada and the U.S. All of Encana’s reserves and production are located in North America.

The Canadian Division includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within Canada. The following resource plays are located in the Division: Cutbank Ridge in northern British Columbia; Bighorn in west central Alberta; Peace River Arch in northwest Alberta; Clearwater in southern Alberta, including the emerging Clearwater Oil play; and Greater Sierra in northeast British Columbia.  Emerging plays within the Division also include the Duvernay in west central Alberta. As well, the Deep Panuke natural gas project offshore Nova Scotia is included in the Division.

In 2012, Encana split its Cutbank Ridge resource play into two plays, Cutbank Ridge in British Columbia and Peace River Arch in Alberta, with comparative information restated.  This reflects the Company’s future development plans for Cutbank Ridge as a result of the Company’s partnership with Mitsubishi.  In addition, the Coalbed Methane resource play was renamed Clearwater.

In 2012, the Canadian Division had total capital investment of approximately $1,567 million and drilled approximately 372 net wells.  Production after royalties averaged approximately 1,359 MMcf/d of natural gas and approximately 19.4 Mbbls/d of oil and NGLs.  At December 31, 2012, the Canadian Division had an established land position in Canada of approximately 10.1 million gross acres (8.0 million net acres), including approximately 5.1 million gross undeveloped acres (4.0 million net acres). The mineral rights on approximately 45 percent of the total net acreage are owned in fee title by Encana, which means that the mineral rights are held by Encana in perpetuity and production is subject to a mineral tax that is generally less than the Crown royalty imposed on production from land where the government owns the mineral rights.

The following tables summarize the Canadian Division landholdings, producing wells and daily production as at and for the periods indicated.

Note:

(1)       Figures exclude wells capable of producing, but not producing.

Note:

(1)       In 2012, the Cutbank Ridge resource play was split into Cutbank Ridge and Peace River Arch, with comparative information restated.

Note:

(1)          In 2012, the Cutbank Ridge resource play was split into Cutbank Ridge and Peace River Arch, with comparative information restated.

Resource Plays and Activities in the Canadian Division

Cutbank Ridge

Cutbank Ridge is a resource play located in the Canadian Rocky Mountain foothills, southwest of Dawson Creek, British Columbia. Key producing horizons in Cutbank Ridge include the Montney, Cadomin and Doig formations. Montney and Cadomin are almost exclusively being developed with horizontal well technology. Significant improvements have been achieved with respect to horizontal well completions with the application of multi-stage hydraulic fracturing. In 2012, Encana drilled approximately 41 net wells in the area and production after royalties averaged approximately 433 MMcf/d of natural gas and approximately 1.5 Mbbls/d of oil and NGLs.

At December 31, 2012, Encana controlled approximately 467,000 gross undeveloped acres (240,000 net acres) covering the deep basin Montney formation in British Columbia, with approximately 85,000 net acres located within Encana’s core development area near Dawson Creek. Encana has tested Montney extensively over the last several years and by applying advanced technology has reduced overall development costs significantly, achieving a nearly 70 percent reduction in costs on a completed interval basis since 2006.

In February 2012, Encana entered into a partnership agreement with Mitsubishi to jointly develop certain Cutbank Ridge lands in British Columbia. Under the agreement, Encana owns 60 percent and Mitsubishi owns 40 percent of the partnership. Mitsubishi agreed to invest approximately C$2.9 billion for its partnership interest, with C$1.45 billion received in February 2012.  Mitsubishi has agreed to invest the remaining amount of approximately C$1.45 billion, in addition to its 40 percent of the partnership’s future capital investment, over an expected commitment period of five years, thereby reducing Encana’s capital funding commitment to 30 percent of the total expected capital investment over that period. The transaction did not include any of Encana’s existing Cutbank Ridge production, processing plants, gathering systems or Alberta landholdings at the time of the transaction.

In February 2012, the Company closed the sale of two natural gas processing plants in British Columbia and Alberta for proceeds of approximately C$920 million.  Encana has current processing capacity of approximately 420 MMcf/d at these plants under a 20 year commitment. In May 2012, Encana began processing sour natural gas at the new Dawson Creek Gas Plant operated by an unrelated third party.  Encana has current processing capacity of approximately 100 MMcf/d at the Dawson Creek Gas Plant under a 21 year commitment, with another 100 MMcf/d of capacity to be added in early 2013.  Encana has additional current processing capacity totaling approximately 125 MMcf/d at other gas processing plants in the area under three year commitments.

Bighorn

Bighorn is a resource play in west central Alberta. The focus is on exploiting multi-zone stacked Cretaceous sands in the Deep Basin. In 2012, Encana drilled approximately 31 net wells in the area and production after royalties averaged approximately 242 MMcf/d of natural gas and approximately 5.8 Mbbls/d of oil and NGLs. At December 31, 2012, Encana controlled approximately 307,000 gross undeveloped acres (266,000 net acres) in the resource play.

Encana has a 70 percent ownership interest in the Resthaven gas plant, which has a current processing capacity of approximately 100 MMcf/d (net 70 MMcf/d to Encana).  In October 2011, Encana signed an agreement that is expected to result in an unrelated third party investing approximately $244 million to expand the Resthaven plant’s gas processing and NGL extraction capacity by an additional 200 MMcf/d in two phases. Completion of the first phase is expected in mid-2014.  Encana has additional owned processing capacity of approximately 85 MMcf/d at other gas processing plants in the area.

Encana has current processing capacity of approximately 235 MMcf/d at the Musreau plant under an eight year commitment.  Musreau’s deep cut facility was commissioned in February 2012.  In late March, the facility was shut down due to a mechanical failure and resumed operations in September.  Current net liquids production from the deep cut facility is approximately 5.5 Mbbls/d after royalties.

Peace River Arch

Peace River Arch is a resource play located in northwest Alberta.  The focus is on the continued development of the Montney formation in Alberta.  In 2012, Encana drilled approximately 26 net wells in the area and production after royalties averaged approximately 108 MMcf/d of natural gas and approximately 2.9 Mbbls/d of oil and NGLs. At December 31, 2012, Encana controlled approximately 254,000 gross undeveloped acres (236,000 net acres) in the Montney formation.

Encana holds a 60 percent ownership interest in the Sexsmith plant, which has a total capacity of approximately 115 MMcf/d (net 69 MMcf/d to Encana).  In October 2012, Encana sold compression and gathering lines in the Sexsmith and Pipestone areas to an unrelated third party.  Concurrent with the sale, the Company entered into a 20 year commitment which commences at approximately 45 MMcf/d and increases to 110 MMcf/d when the Pipestone pipeline expansion project is completed.  Completion is expected in 2014.

In October 2012, the Gordondale sour gas deep cut plant came on stream. Encana has current processing capacity of approximately 50 MMcf/d at Gordondale under a ten year commitment.  The deep cut facility is expected to yield net liquids production of approximately 1.7 Mbbls/d after royalties.

Clearwater

Clearwater is a resource play that extends from the U.S. border to central Alberta and includes Clearwater Natural Gas and Clearwater Oil.  Clearwater Natural Gas is focused on the development of Horseshoe Canyon coals, shallower sands and deeper targets using an integrated wellbore strategy.  The Clearwater Oil emerging play is in the testing and development stage for multiple oil horizons.

In 2012, Encana drilled approximately 231 net natural gas wells and 29 net oil wells.  Production after royalties averaged approximately 374 MMcf/d of natural gas and approximately 8.6 Mbbls/d of oil and NGLs.  At December 31, 2012, Encana controlled approximately 1.7 million gross undeveloped acres (1.5 million net acres) in the resource play.  Approximately 80 percent of the total net acreage landholdings are owned in fee title.

In April 2012, Encana entered into an agreement with Toyota Tsusho under which Toyota Tsusho has agreed to invest approximately C$600 million to acquire a 32.5 percent gross overriding royalty interest in natural gas production from a portion of Encana’s Clearwater resource play. Toyota Tsusho invested C$100 million in April 2012 and has agreed to further invest approximately C$500 million which is expected to be received over the next seven years.

Greater Sierra

Greater Sierra is a resource play located in northeast British Columbia. The focus is on the continued development of the Jean Marie formation and the Devonian aged Horn River shales. In 2012, Encana drilled approximately six net wells in the area and production after royalties averaged approximately 200 MMcf/d of natural gas and approximately 0.5 Mbbls/d of oil and NGLs.

At December 31, 2012, Encana controlled 818,000 gross undeveloped acres (728,000 net acres) in the Jean Marie formation and approximately 259,000 gross undeveloped acres (222,000 net acres) in the Horn River Basin. Horn River Basin shales (Muskwa, Otter Park and Evie) within Encana’s focus area are upwards of 500 feet thick. At December 31, 2012, these shales have been evaluated with approximately 125 gross wells (14 vertical and 111 horizontal), 87 of which have been placed on long-term production (one vertical and 86 horizontal).  Encana has owned gas processing capacity of approximately 625 MMcf/d at various facilities in the area.

In October 2012, the commissioning and expansion of the Cabin natural gas processing plant in British Columbia was suspended.  Encana currently has processing commitments related to two planned phases of the Cabin plant.  Encana’s commitment related to the first phase of the plant is to be transferred to a third party under a signed agreement expected to close in the first quarter of 2013.

Duvernay

The Duvernay is an emerging liquids play located in west central Alberta.  At December 31, 2012, Encana held an interest in approximately 455,000 gross undeveloped acres (239,000 net acres).  In 2012, Encana drilled six net exploration wells.

In December 2012, Encana entered into an agreement with PetroChina to jointly explore and develop certain Duvernay lands in Alberta. PetroChina has agreed to invest approximately C$2.18 billion for a 49.9 percent working interest in the lands. PetroChina invested C$1.18 billion in December 2012 and has agreed to further invest approximately C$1.0 billion over a commitment period which is expected to be four years. The further investment of approximately C$1.0 billion is to be used to fund half of Encana’s capital funding commitment.

Atlantic Canada

Encana is the owner and operator of the Deep Panuke gas field, located offshore Nova Scotia. The Deep Panuke natural gas project involves the installation of the facilities required to produce natural gas from the field, located approximately 250 kilometres southeast of Halifax (on the Scotian shelf). Produced gas will be transported to shore by subsea pipeline and Encana will transport this natural gas via the Maritimes & Northeast Pipeline to a delivery point in eastern Canada.  First production from the Deep Panuke field is currently expected in 2013.

At December 31, 2012, Encana held an interest in approximately 76,000 gross acres (32,000 net acres) in Atlantic Canada, which includes Nova Scotia and Newfoundland and Labrador. Encana operates six of its nine licenses in these areas and has an average working interest of approximately 42 percent.

The USA Division includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within the U.S. The following resource plays are located in the Division: Piceance in northwest Colorado; Jonah in southwest Wyoming; Haynesville in Louisiana; and Texas. Other and emerging plays within the Division include the Tuscaloosa Marine Shale in Louisiana and Mississippi, Eaglebine in east Texas, the Mississippian Lime in Oklahoma and Kansas, the DJ Niobrara in northern Colorado and the San Juan Basin in New Mexico.

In 2012, the USA Division had total capital investment of approximately $1,727 million and drilled approximately 285 net wells.  Production after royalties averaged approximately 1,622 MMcf/d of natural gas and approximately 11.6 Mbbls/d of oil and NGLs.  At December 31, 2012, the USA Division had an established land position of approximately 3.4 million gross acres (2.9 million net acres), including approximately 2.7 million gross undeveloped acres (2.3 million net acres).

The following tables summarize the USA Division landholdings, producing wells and daily production as at and for the periods indicated.

Producing Wells

Notes:

(1)          Figures exclude wells capable of producing, but not producing.

Resource Plays and Activities in the USA Division

Piceance

Piceance is a resource play located in northwest Colorado. The basin is characterized by thick natural gas accumulations primarily in the Williams Fork formation. In addition to Williams Fork, Encana has begun exploration drilling in the Niobrara and Mancos formations, which are thick shales predominant throughout the basin. In 2012, production after royalties averaged approximately 475 MMcf/d of natural gas and approximately 2.2 Mbbls/d of oil and NGLs. At December 31, 2012, Encana controlled approximately 592,000 gross undeveloped acres (545,000 net acres).  Encana has current processing capacity in Piceance of approximately 270 MMcf/d under commitments with remaining terms of up to 14 years.

In November 2012, Encana entered into a long-term joint venture agreement with Nucor under which Nucor is to earn a 50 percent working interest in certain natural gas wells to be drilled over the next 20 years in Piceance.  Nucor has agreed to pay its share of well costs plus a portion attributable to Encana’s interest.  In addition, Encana has several existing joint venture arrangements to develop portions of the Piceance Basin.  In 2012, Encana drilled approximately 116 net wells, of which 110 were drilled primarily using third party funds.  For the remaining term of the joint venture arrangements, it is expected that Encana will drill approximately 2,720 net wells which will be partially funded by third parties.

During 2012, the Company renegotiated certain gathering and processing agreements, which result in Encana receiving additional NGL volumes from the Company’s processed gas in the Piceance and Jonah areas.

Jonah

Jonah is a resource play located in the Green River Basin in southwest Wyoming. Production is from the Lance formation, which contains vertically stacked sands that exist at depths between 8,500 and 13,000 feet. In 2012, production after royalties averaged approximately 411 MMcf/d of natural gas and approximately 4.1 Mbbls/d of oil and NGLs.  At December 31, 2012, Encana controlled approximately 118,000 gross undeveloped acres (105,000 net acres).

Historically, Encana’s operations have been conducted in the over-pressured core portion of the field. Within the over-pressured area, Encana plans to drill the field to 10 acre spacing with higher densities in some areas. Outside of the over-pressured area, Encana owns approximately 116,000 gross undeveloped acres (104,000 net acres), where 40 acre and possibly 20 acre drilling potential exists.

In March 2012, Encana entered into a joint venture agreement with Exaro, under which Exaro has agreed to invest approximately $380 million over the next five years to earn a 32.5 percent working interest in certain sections of the Jonah field.  In addition, Encana has existing joint venture arrangements to develop portions of Jonah. In 2012, Encana drilled approximately 41 net wells, of which 31 were drilled primarily using third party funds. Over the next five years, Encana expects to drill approximately 121 net wells primarily using third party funds under existing arrangements.

Haynesville

The Haynesville shale is a resource play located in Louisiana.  The focus is on maximizing gas recovery in the Haynesville and Mid-Bossier horizons.  Encana has developed the lands using a multi-well pad approach in key areas. In 2012, Encana drilled approximately 17 net wells in the area and production after royalties averaged approximately 475 MMcf/d of natural gas. At December 31, 2012, Encana controlled approximately 131,000 gross undeveloped acres (84,000 net acres), with the majority of the leaseholds in north Louisiana being located in the DeSoto and Red River parishes.

In 2012, Encana secured the regulatory approval of cross unit lateral wells, enabling horizontal wells with lengths of approximately 7,500 feet.  Encana has current processing capacity in Haynesville of approximately 720 MMcf/d under commitments with remaining terms of up to 9 years.

Texas

Texas is a resource play with operations primarily located in East Texas. The focus is on tight gas with multi-zone targets in the Bossier and Cotton Valley zones, as well as shale gas in the Haynesville and Mid-Bossier horizons.  In 2012, Encana drilled approximately four net wells in Texas and production after royalties averaged approximately 167 MMcf/d of natural gas.  At December 31, 2012, Encana controlled approximately 119,000 gross undeveloped acres (65,000 net acres).

In December 2011, Encana closed the majority of the sale of its North Texas natural gas producing assets for proceeds of $836 million.  The remainder of the sale closed in March 2012 for proceeds of $114 million.

Tuscaloosa Marine Shale

The Tuscaloosa Marine Shale is an emerging oil play located in Louisiana and Mississippi.  In 2011, Encana established a significant land position in the play.  At December 31, 2012, Encana controlled approximately 311,000 gross undeveloped acres (294,000 net acres).  In 2012, Encana drilled approximately seven net horizontal wells, with an average effective length of 5,800 feet.

Eaglebine

Eaglebine is an emerging oil play located in the East Texas Basin, which was recognized as part of Encana’s legacy leasehold in the basin.  At December 31, 2012, Encana controlled approximately 89,000 gross undeveloped acres (86,000 net acres).  In 2012, Encana drilled approximately eight net horizontal wells, with an average effective length of 6,700 feet.

Mississippian Lime

The Mississippian Lime is an emerging oil play located in Oklahoma and Kansas.  In 2012, Encana established a significant land position in the play.  At December 31, 2012, Encana controlled 326,000 gross undeveloped acres (324,000 net acres).  In 2012, Encana drilled approximately 12 net horizontal wells with an average effective length of 3,800 feet.  The Oklahoma acreage is still being evaluated.  In the Kansas acreage, the well performance was lower than expected.

DJ Niobrara

The DJ Niobrara is a liquids play located in the DJ Basin in northern Colorado.  The primary formation targets in the basin are the Codell, J-Sand and the Niobrara.  At December 31, 2012, Encana controlled approximately 11,000 gross undeveloped acres (10,000 net acres).  In 2012, Encana drilled approximately 14 net horizontal wells with an average effective length of 4,700 feet.

San Juan

San Juan is an emerging oil play located in the San Juan Basin in New Mexico.  The primary formation targets in the basin are the Gallup and Mancos silt.  In 2012, Encana established a significant land position in the play.  At December 31, 2012, Encana controlled approximately 267,000 gross undeveloped acres (135,000 net acres), with contract rights for an additional 43,000 gross acres (33,000 net acres).  In 2012, Encana drilled approximately six net horizontal wells with an average effective length of 4,050 feet.

Collingwood/Utica Shale

The Collingwood/Utica Shale is an emerging liquids play located in Michigan.  At December 31, 2012, Encana controlled approximately 429,000 gross undeveloped acres (429,000 net acres). In 2012, Encana drilled approximately three net horizontal wells, with an average effective length of 6,800 feet.

Market Optimization activities are managed by Encana’s Midstream, Marketing & Fundamentals team, which is responsible for the sale of, and is focused on enhancing the netback price of, the Company’s proprietary production. Market Optimization activities include third party purchases and sales of product to provide operational flexibility for transportation commitments, product type, delivery points and customer diversification.

Encana’s produced natural gas is primarily marketed to local distribution companies, industrials, other producers and energy marketing companies. Prices received by Encana are based primarily upon prevailing index prices for natural gas in the region in which it is sold. Prices are impacted by regional supply and demand for natural gas and by competing fuels in such markets.

Encana sells its oil, NGLs and condensate to markets in Canada and the U.S.  Sales are normally executed under spot, monthly evergreen and term contracts with delivery to major pipeline/sales hubs at current market prices. In addition, Encana holds interests in two power assets, the Cavalier and Balzac Power Stations, to optimize its electricity costs, particularly in Alberta.

As part of ordinary business operations, Encana has a number of delivery commitments to provide natural gas under existing contracts and agreements. The majority of Encana’s production is sold under short term contracts at the relevant market price at the time that the product is sold. As at December 31, 2012, Encana had no material long term physical sales contracts or delivery contracts.

Encana seeks to mitigate the market risk associated with future cash flows by entering into various risk management contracts relating to produced natural gas, liquids and power.  Details of those contracts related to Encana’s various risk management positions are found in Note 19 to Encana’s audited Consolidated Financial Statements for the year ended December 31, 2012 which are available via the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Encana is required to provide reserves data prepared in accordance with Canadian securities regulatory requirements, specifically National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). Certain reserves and oil and gas information in accordance with Canadian disclosure requirements are contained in Appendix A – Canadian Protocol Disclosure of Reserves Data and Other Oil and Gas Information. Additional disclosure required by NI 51-101 is included in the preceding sections of this Annual Information Form, and referenced accordingly herein. Select supplemental reserves and other oil and gas information disclosure is provided in accordance with U.S. disclosure requirements in Appendix D – U.S. Protocol Disclosure of Reserves Data and Other Oil and Gas Information. See “Note Regarding Reserves Data and Other Oil and Gas Information”.

The practice of preparing production and reserve quantities data under Canadian disclosure requirements (NI 51-101) differs from the U.S. reporting requirements. The primary differences between the two reporting requirements include:

Since its formation in 2002, Encana has retained independent qualified reserves evaluators (“IQREs”) to evaluate and prepare reports on 100 percent of Encana’s natural gas, oil and NGL reserves annually. In 2012, Encana’s Canadian reserves were evaluated by McDaniel & Associates Consultants Ltd. and GLJ Petroleum Consultants Ltd., and its U.S. reserves were evaluated by Netherland, Sewell & Associates, Inc. and DeGolyer and MacNaughton.

Encana’s Vice-President, Corporate Reserves & Competitor Analysis and six other staff under this individual’s direction oversee the preparation of the reserves estimates by the IQREs. Currently this internal staff of four professional engineers, one engineering technologist and two business analysts have combined relevant experience of over 100 years. The Vice-President and other engineering staff are all members of the appropriate provincial or state professional associations and are members of various industry associations such as the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers.

Encana has a Reserves Committee composed of a majority of independent board members that reviews the qualifications and appointment of the IQREs. The Reserves Committee also reviews the procedures for providing information to the IQREs. All booked reserves are based upon annual evaluations by the IQREs. Annually, the Reserves Committee recommends the selection of IQREs to the Board of Directors for its approval.

The evaluations by the IQREs are conducted from the fundamental petrophysical, geological, engineering, financial and accounting data. Processes and procedures are in place to ensure that the IQREs are in receipt of all relevant information. Reserves are estimated based on material balance analysis, decline analysis, volumetric calculations or a combination of these methods, in all cases having regard to economic considerations. In the case of producing reserves, the emphasis is on decline analysis where volumetric analysis is considered to limit forecasts to reasonable levels. Non-producing reserves are estimated by analogy to producing offsets, with consideration of volumetric estimates of in place quantities.

Encana’s growth in recent years has been achieved through a combination of internal growth and acquisitions. Encana has a large inventory of internal growth opportunities and also continues to examine select acquisition opportunities to develop and expand its resource plays. The acquisition opportunities may include corporate or asset acquisitions. Encana may finance any such acquisitions with debt, equity, cash generated from operations, proceeds from asset divestitures or a combination of any of these sources.

The following table summarizes Encana’s net capital investment for 2012 and 2011.  Proceeds from divestitures that remain subject to additional closing conditions as at December 31, 2012 are not included.

Capital investment during 2012 was focused on completing previously initiated drilling programs, executing drilling programs with joint venture partners and increasing investment in development and exploration opportunities in liquids plays. Acquisitions primarily included land and property purchases with liquids production potential.

Divestiture proceeds for 2012 in the Canadian Division included C$1.45 billion received from Mitsubishi, C$1.18 billion received from PetroChina, C$100 million received from Toyota Tsusho and approximately C$920 million received from the sale of two natural gas processing plants in British Columbia and Alberta. The USA Division received the remaining proceeds of $114 million from the divestiture of the North Texas natural gas assets.  For additional information, see “General Development of the Business – Recent Developments – 2012”.

All aspects of the oil and gas industry are highly competitive and Encana actively competes with other companies in the industry, particularly in the following areas:

·                    Exploration for and development of new sources of natural gas, oil and NGL reserves;

·                    Reserves and property acquisitions;

·                    Transportation and marketing of natural gas, oil, NGLs, diluents and electricity;

·                    Access to services and equipment to carry out exploration, development and operating activities; and

·                    Attracting and retaining experienced industry personnel.

The oil and gas industry also competes with other industries focused on providing alternative forms of energy to consumers. Competitive forces can lead to cost increases or result in an oversupply of natural gas, oil or NGLs, each of which could have a negative impact on Encana’s financial results.

Encana’s operations are subject to laws and regulations concerning pollution, protection of the environment and the handling and transportation of hazardous materials. These laws and regulations generally require Encana to remove or remedy the effect of its activities on the environment at present and former operating sites, including dismantling production facilities and remediating damage caused by the use or release of specified substances.

The Corporate Responsibility, Environment, Health and Safety Committee of Encana’s Board of Directors reviews and recommends environmental policy to the Board of Directors for approval and oversees compliance with government laws and regulations. Monitoring and reporting programs for environmental, health and safety (“EH&S”) performance in day-to-day operations, as well as inspections and assessments, are designed to provide assurance that environmental and regulatory standards are met. Contingency plans are in place for a timely response to an environmental event and remediation/reclamation programs are in place and utilized to restore the environment.

Encana monitors developments in emerging climate change policy and legislation, and considers the associated costs of carbon in its strategic planning. The Corporate Responsibility, Environment, Health and Safety Committee of Encana’s Board of Directors reviews the impact of a variety of carbon constrained scenarios on Encana’s strategy with a current price range from approximately $10 to $80 per tonne of emissions, applied to a range of emissions coverage levels.

Encana expects to incur abandonment and site reclamation costs as existing oil and gas properties are abandoned and reclaimed. In 2012, expenditures for normal compliance with environmental regulations as well as expenditures beyond normal compliance were not material. Encana’s current estimate of the total undiscounted future abandonment and reclamation costs to be incurred over the life of the reserves is approximately $4.3 billion. As at December 31, 2012, Encana has recorded an asset retirement obligation of $969 million.

Encana has a Corporate Responsibility Policy, an Environment Policy and a Health & Safety Policy (the “Policies”) that articulate Encana’s commitment to responsible development. The Policies apply to any activity undertaken by or on behalf of Encana, anywhere in the world, associated with the finding, development, production, transmission and storage of the Company’s products including decommissioning of facilities, marketing and other business and administrative functions. The Corporate Responsibility Policy articulates Encana’s commitment to conducting its business ethically, legally and in a manner that is fiscally, environmentally and socially responsible, while delivering strong financial performance. The Corporate Responsibility Policy has specific requirements in areas related to governance, people, environment, health and safety, engagement, and community involvement.

With respect to Encana’s relationship with the communities in which it does business, the Corporate Responsibility Policy states that Encana will: strive to be a good neighbour by contributing to the well-being of the communities where it operates, recognizing their differing priorities and needs; engaging, listening and working with stakeholders in a timely, respectful and meaningful way; and aligning its community investments with its business strategy and seek to provide mutually beneficial relationships with the community and non-governmental organizations.

With respect to human rights, the Corporate Responsibility Policy states that Encana will abide by all applicable workplace, employment, privacy and human rights legislation.  In addition, Encana will provide a respectful, inclusive workplace free from harassment, discrimination and intimidation.

The Environment Policy recognizes that responsible environmental practices contribute to long-term shareholder value creation and articulates Encana’s commitment to environmental stewardship. The Environment Policy outlines specific requirements in areas related to: compliance with environmental laws and regulations; environmental risk assessment and mitigation; air emissions management; water sourcing, handling and disposal; pollution prevention and waste minimization; and habitat, plant and wildlife disturbance.

The Health & Safety Policy recognizes that all occupational injuries and illnesses are preventable and states Encana’s goal of achieving a workplace free of recognized hazards, occupational injuries and illnesses.

The Policies and any revisions are approved by Encana’s Executive Team and its Board of Directors. Accountability for implementation of the Policies is at the operational level within Encana’s business units. Business units have established processes to evaluate risks and programs have been implemented to minimize those risks. Coordination and oversight of the Policies resides with the EH&S, Security and Corporate Responsibility Group within Corporate Development, EH&S and Reserves.

Some of the steps that Encana has taken to embed the corporate responsibility approach throughout the organization include:

In addition, Encana’s Board of Directors approves such policies, and is advised of significant contraventions thereof, and receives updates on trends, issues or events which could have a significant impact on the Company.

At December 31, 2012, Encana employed 4,193 employees as set forth in the following table.

The Company also engages a number of contractors and service providers.

As at December 31, 2012, all of Encana’s reserves and production were located in North America, which limits Encana’s exposure to risks and uncertainties in countries considered politically and economically unstable. Any operations and related assets outside North America may be adversely affected by changes in governmental policy, social instability or other political or economic developments which are not within the control of Encana, including the expropriation of property, the cancellation or modification of contract rights and restrictions on repatriation of cash.

The following information is provided for each director and executive officer of Encana as at the date of this Annual Information Form.

 Notes:

(1)          Denotes the year each individual became a director of Encana or one of its predecessor companies (AEC or PanCanadian).

(2)          Member of Audit Committee.

(3)          Member of Corporate Responsibility, Environment, Health and Safety Committee.

(4)          Member of Human Resources and Compensation Committee.

(5)          Member of Nominating and Corporate Governance Committee.

(6)          Member of Reserves Committee.

(7)          Ex officio non-voting member of all other committees. As an ex officio non-voting member, Mr. O’Brien attends as his schedule permits and may vote when necessary to achieve a quorum.

(8)          Mr. O’Brien resigned as a director of Air Canada on November 26, 2003. On April 1, 2003, Air Canada obtained an order from the Ontario Superior Court of Justice providing creditor protection under the Companies’ Creditors Arrangement Act (Canada). Air Canada also made a concurrent petition under Section 304 of the U.S. Bankruptcy Code. On September 30, 2004, Air Canada announced that it had successfully completed its restructuring process and implemented its Plan of Arrangement.

(9)          As Interim President and Chief Executive Officer of Encana, Mr. Woitas is not considered independent within the meaning of National Instrument 58-101, Disclosure of Corporate Governance Practices.

Encana does not have an Executive Committee of its Board of Directors.

At the date of this Annual Information Form, there are 10 directors of the Company. All of the current directors were elected at the last annual meeting of shareholders held on April 25, 2012, except for Brian G. Shaw, who was appointed by the Board of Directors effective February 12, 2013. At the next annual meeting, shareholders will be asked to elect as directors each of the individuals listed in the above table, except for Allan P. Sawin.

During the last five years, all of the directors and executive officers have served in various capacities with Encana or its predecessor companies or have held the principal occupation indicated opposite their names except for the following:

Ms. Farley is a Member of KKR Management LLC, the general partner of KKR & Co. (“KKR”) as of December 2012, and was a Managing Director of KKR’s energy and infrastructure group from November 2011 to December 2012.  Prior to joining KKR as an employee, Ms. Farley co-founded RPM Energy LLC (a privately-owned oil and gas exploration and development company) created in September 2010 and partnered with KKR.  She was an Advisory Director of Jefferies Randall & Dewey (a private global oil and gas energy industry advisor) from August 2008 to September 2010 and was Co-President of Jefferies Randall & Dewey from February 2005 to August 2008. She was a Managing Partner of Castex Energy Partners (a private exploration and production limited partnership) from August 2008 to January 2009.

Mr. Fowler has been Chairman of Spectra Energy Partners, LP (a public entity) since October 2008. He was President & Chief Executive Officer of Spectra Energy Corp. (a natural gas gathering, processing and mainline transportation company) from December 2006 to December 2008 and served as a director from December 2006 to May 2009.

Ms. Nimocks was a director (senior partner) with McKinsey & Company (a private global management consulting firm) from June 1999 to March 2010 and was with the firm in various other capacities since 1989, including as a leader in the firm’s Global Petroleum Practice, Electric Power & Natural Gas Practice, Organization Practice, and Risk Management Practice, as a member of the firm’s worldwide personnel committees for many years and as the Houston Office Manager for eight years.

Ms. Peverett was President and Chief Executive Officer of BC Transmission Corporation (“BCTC”) (electrical transmission) from April 2005 to January 2009.

Mr. Shaw has been a director of Patheon Inc. (a publicly listed provider of drug development and manufacturing services) since December 2009, Manulife Bank of Canada (a private chartered bank) since February 2012 and Manulife Trust Company (a private trust company) since February 2012.  Prior to that, Mr. Shaw was Chairman and Chief Executive Officer of CIBC World Markets Inc. from 2005 through 2008.

Mr. Waterman was Executive Vice President, International Development of Agrium Inc. (a public agricultural supply company) from February 2012 through January 2013.  From April 2011 through February 2012, Mr. Waterman was Executive Vice President and Chief Strategy Development & Investment Officer of Agrium and from April 2000 through April 2011 he was Senior Vice President, Finance & Chief Financial Officer of Agrium.

Mr. Hopwood was Senior Vice President and General Counsel of Suncor Energy Inc. (a public oil and gas company) from 2002 to February 2011.

All of the directors and executive officers of Encana listed above, as a group, beneficially owned or controlled or directed, directly or indirectly, as of February 13, 2013, an aggregate of 521,430 common shares representing 0.07 percent of the issued and outstanding voting shares of Encana, and held options to acquire an aggregate of 2,678,733 additional common shares.

Investors should be aware that some of the directors and officers of the Company are directors and officers of other private and public companies. Some of these private and public companies may, from time to time, be involved in business transactions or banking relationships which may create situations in which conflicts might arise. Any such conflicts shall be resolved in accordance with the procedures and requirements of the relevant provisions of the CBCA, including the duty of such directors and officers to act honestly and in good faith with a view to the best interests of the Company.

The full text of the Audit Committee mandate is included in Appendix E of this Annual Information Form.

The Audit Committee consists of five members, all of whom are independent and financially literate in accordance with the definitions in National Instrument 52-110 Audit Committees. The relevant education and experience of each Audit Committee member is outlined below.

Suzanne P. Nimocks

Ms. Nimocks holds a Bachelor of Arts in Economics (Tufts University) and a Masters in Business Administration (Harvard Graduate School of Business). She is a Corporate Director.  Ms. Nimocks is a director of Rowan Companies plc (a public international contract drilling services company), ArcelorMittal (a public international steel company) and Owens Corning (a global producer of residential and commercial building materials). She was a director (senior partner) with McKinsey & Company (a private global management consulting firm) from June 1999 to March 2010 and was with the firm in various other capacities since 1989, including as a leader in the firm’s Global Petroleum Practice, Electric Power & Natural Gas Practice, Organization Practice, and Risk Management Practice, as a member of the firm’s worldwide personnel committees for many years and as the Houston Office Manager for eight years.

Jane L. Peverett (Audit Committee Chair)

Ms. Peverett holds a Bachelor of Commerce (McMaster University) and a Master of Business Administration (Queen’s University), together with a designation as a Certified Management Accountant and a Canadian Security Analyst Certificate. She is also a Fellow of The Society of Management Accountants (FCMA). Ms. Peverett is a Corporate Director. She is a director of Northwest Natural Gas Company (a public natural gas distribution company), Canadian Imperial Bank of Commerce (one of Canada’s largest banks), the B.C. Ferry Authority and Associated Electric & Gas Insurance Services Limited (a private mutual insurance company). She is also an Audit Committee member of Canadian Imperial Bank of Commerce. She was President and Chief Executive Officer of BCTC (electrical transmission) from April 2005 to January 2009 and was previously Vice President, Corporate Services and Chief Financial Officer of BCTC from June 2003 to April 2005. In her 18-year career with the Westcoast Energy Inc./Duke Energy Corporation group of companies, she held senior executive positions with Union Gas Limited (Ontario), including President, President and Chief Executive Officer, Senior Vice President Sales & Marketing and Chief Financial Officer, among others.

Allan P. Sawin

Mr. Sawin holds a Bachelor of Commerce (University of Alberta) and a designation as a Chartered Accountant.  He is also a Fellow of the Chartered Accountants (FCA). He is President of Bear Investments Inc. (a private investment company). From 1990 until their sale to CCS Income Trust in May 2006, Mr. Sawin was President, director and part owner of Grizzly Well Servicing Inc. and related companies (private oilfield service companies). From 1995 to 2003, he also served as a director and member of the Audit Committee of NQL Drilling Tools Inc. while it was a public company listed on the Toronto Stock Exchange.

Brian G. Shaw

Mr. Shaw is a Chartered Financial Analyst, holds a Masters of Business Administration (University of Alberta) and a Bachelor of Commerce (University of Alberta) and is a Corporate Director. Mr. Shaw is a director of Patheon Inc. (a publicly listed provider of drug development and manufacturing services), Manulife Bank of Canada (a private chartered bank) and Manulife Trust Company (a private trust company). He is also the Chairman of the Audit Committee of Patheon Inc. and a member of the Audit Committees of Manulife Bank of Canada and Manulife Trust Company. He has experience in corporate finance, capital markets, investing activities and corporate governance gained through his executive level position at CIBC World Markets Inc., which included his role as Chairman and Chief Executive Officer of CIBC World Markets Inc. from 2005 through 2008.

Bruce G. Waterman

Mr. Waterman holds a Bachelor of Commerce (Queen’s University) and a designation as a Chartered Accountant.  He is also a Fellow of the Chartered Accountants (FCA). He was Executive Vice President of Agrium Inc. (a public agricultural company), where he held senior roles as Chief Financial Officer, as well as in Business Development and Strategy, from April 2000 through to his retirement in January 2013. Prior to joining Agrium, Mr. Waterman was the Vice-President & Chief Financial Officer of Talisman Energy Inc. (a public oil and gas company) from January 1996 to April 2000.  Mr. Waterman also has extensive expertise in oil and gas exploration and production operations, having spent 15 years (1981 to 1996) at Amoco Corporation, including Dome Petroleum Limited, a predecessor company. At Amoco (a global chemical, oil and gas company which merged with British Petroleum in 1998), his roles included various positions in finance and accounting.

The above list does not include David P. O’Brien who is an ex officio member of the Audit Committee.

Encana has adopted policies and procedures with respect to the pre-approval of audit and permitted non-audit services to be provided by PricewaterhouseCoopers LLP. The Audit Committee of the Board of Directors has established a budget for the provision of a specified list of audit and permitted non-audit services that the Audit Committee believes to be typical, recurring or otherwise likely to be provided by PricewaterhouseCoopers LLP. The budget generally covers the period between the adoption of the budget and the next meeting of the Audit Committee, but at the option of the Audit Committee it may cover a longer or shorter period. The list of services is sufficiently detailed as to the particular services to be provided to ensure that (i) the Audit Committee knows what services it is being asked to pre-approve; and (ii) it is not necessary for any member of management to make a judgment as to whether a proposed service fits within the pre-approved services.

Subject to the next paragraph, the Audit Committee has delegated authority to the Chair of the Audit Committee (or if the Chair is unavailable, any other member of the Committee) to pre-approve the provision of permitted services by PricewaterhouseCoopers LLP which have not otherwise been pre-approved by the Audit Committee, including the fees and terms of the proposed services (“Delegated Authority”). All pre-approvals granted pursuant to Delegated Authority must be presented by the member(s) who granted the pre-approvals to the full Audit Committee at its next meeting. The fees payable in connection with any particular service to be provided by PricewaterhouseCoopers LLP that has been pre-approved pursuant to Delegated Authority (i) may not exceed C$200,000, in the case of pre-approvals granted by the Chair of the Audit Committee; and (ii) may not exceed C$50,000, in the case of pre-approvals granted by any other member of the Audit Committee.

All proposed services, or the fees payable in connection with such services, that have not already been pre-approved must be pre-approved by either the Audit Committee or pursuant to Delegated Authority. Prohibited services may not be pre-approved by the Audit Committee or pursuant to Delegated Authority.