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, 2015

 

Commission file number 1-15226

 

ENCANA CORPORATION

(Exact name of Registrant as specified in its charter)

 

Canada
(Province or other jurisdiction of
incorporation or organization)

 

1311
(Primary Standard Industrial
Classification Code Number (if
applicable))

 

Not applicable
(I.R.S. Employer
Identification Number (if applicable))

 

Suite 4400, 500 Centre Street S.E., 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.

 

Title of each class
Common Shares

 

Name of each exchange on which registered
New York Stock Exchange

 

 

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:

 

[X] Annual Information Form

 

[X] Audited Annual Financial Statements

 

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: 849,893,635.

 

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. 333-187492), Form S-8 (File Nos. 333-124218, 333-85598, 333-140856 and 333-188758) and Form F-10 (File No. 333-196927).

 


 


 

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:

 

(a)       Annual Information Form for the fiscal year ended December 31, 2015;

 

(b)       Management’s Discussion and Analysis for the fiscal year ended December 31, 2015; and

 

(c)       Consolidated Financial Statements for the fiscal year ended December 31, 2015, prepared in accordance with United States generally accepted accounting principles.

 

40-F1



 

 

 

 

GRAPHIC

 

 

 

 

 

 

Encana Corporation

 

 

 

 

 

Annual Information Form

February 29, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Table of Contents

 

 

Introduction

2

Corporate Structure

3

General Development of the Business

4

Narrative Description of the Business

7

Business Objectives

8

Canadian Operations

8

USA Operations

13

Market Optimization

17

Reserves and Other Oil and Gas Information

18

Capital Investment, Acquisitions and Divestitures

19

Competitive Conditions

20

Environmental Protection

20

Social and Environmental Policies

21

Employees

22

Foreign Operations

22

Directors and Officers

23

Audit Committee Information

26

Description of Share Capital

29

Credit Ratings

30

Market for Securities

31

Dividends

32

Legal Proceedings

32

Risk Factors

32

Transfer Agents and Registrars

41

Interest of Experts

41

Additional Information

42

Note Regarding Forward-Looking Statements

42

Note Regarding Reserves Data and Other Oil and Gas Information

44

Appendix A - Canadian Protocol Disclosure of Reserves Data and Other Oil and Gas Information

A-1

Appendix B - Report on Reserves Data by Independent Qualified Reserves Evaluators (Canadian Protocol)

B-1

Appendix C - Report of Management and Directors on Reserves Data and Other Information (Canadian Protocol)

C-1

Appendix D - U.S. Protocol Disclosure of Reserves Data and Other Oil and Gas Information

D-1

Appendix E - Audit Committee Mandate

E-1

 

 

Encana Corporation

1

Annual Information Form (prepared in US$)

 



 

 

Introduction

 

 

This is the Annual Information Form of Encana Corporation (“Encana” or the “Company”) for the year ended December 31, 2015. 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.

 

The following volumetric measures may be abbreviated throughout this Annual Information Form: thousand cubic feet (“Mcf”); million cubic feet (“MMcf”) per day (“MMcf/d”); billion cubic feet (“Bcf”); trillion cubic feet (“Tcf”); barrel (“bbl”); thousand barrels (“Mbbls”) per day (“Mbbls/d”); million barrels (“MMbbls”); barrels of oil equivalent (“BOE”) per day (“BOE/d”); thousand barrels of oil equivalent (“MBOE”) per day (“MBOE/d”); million barrels of oil equivalent (“MMBOE”) per day (“MMBOE/d”); and million British thermal units (“MMBtu”).

 

The conversion of natural gas volumes to BOE is on the basis of six Mcf to one bbl. BOE is based on a generic energy equivalency conversion method primarily applicable at the burner tip and does not represent economic value equivalency at the wellhead. Readers are cautioned that BOE may be misleading, particularly if used in isolation.

 

The term “liquids” is used to represent oil, natural gas liquids (“NGLs”) and condensate. The term “liquids rich” is used to represent natural gas streams with associated liquids volumes. The term “play” encompasses resource plays, geological formations and conventional plays and the term “resource play” is used to describe an accumulation of hydrocarbons known to exist over a large areal expanse and/or thick vertical section, which, when compared to a conventional play, typically has a lower geological and/or commercial development risk and lower average decline rate.

 

All financial information included in this Annual Information Form is prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). The Company’s annual audited Consolidated Financial Statements for the year ended December 31, 2015, including required comparative information for 2014 and 2013, have been prepared in accordance with U.S. GAAP.

 

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

 

This Annual Information Form is available via the System for Electronic Documentation Analysis and Retrieval (“SEDAR”) at www.sedar.com and the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

 

Unless otherwise specified, all dollar amounts are expressed in U.S. dollars, all references to “dollars”, “$” or “US$” are to U.S. dollars and all references to “C$” are to Canadian dollars. All amounts are provided on a before tax basis, unless otherwise stated.

 

 

Encana Corporation

2

Annual Information Form (prepared in US$)

 



 

 

Corporate Structure

 

 

Name and Incorporation

 

Encana Corporation is incorporated under the Canada Business Corporations Act (“CBCA”). Its executive and registered office is located at 4400, 500 Centre Street S.E., Calgary, Alberta, Canada T2P 2S5.

 

On May 12, 2015, the Company amended its articles of incorporation to redesignate the Company’s first and second preferred shares into a single class of preferred shares, designated as “Class A Preferred Shares”. See “Description of Share Capital – Class A Preferred Shares” in this Annual Information Form.

 

 

Intercorporate Relationships

 

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 jointly controlled entities as at December 31, 2015. Each of the entities in the table below had total assets that exceeded 10 percent of Encana’s consolidated assets as at December 31, 2015 or annual revenues that exceeded 10 percent of Encana’s consolidated annual revenues for the year ended December 31, 2015.

 

Subsidiaries

 

Percentage
Directly or
Indirectly
Owned

 

Jurisdiction of
Incorporation,
Continuance
or Formation

 

 

 

 

 

Encana USA Holdings ULC

 

100

 

Alberta

1847432 Alberta ULC

 

100

 

Alberta

Alenco Inc.

 

100

 

Delaware

Encana Oil & Gas (USA) Inc.

 

100

 

Delaware

Encana Marketing (USA) Inc.

 

100

 

Delaware

 

 

 

 

 

 

 

The above table does not include all of the subsidiaries and jointly controlled entities of Encana. The total assets and annual revenues of unnamed subsidiaries and jointly controlled entities in aggregate did not exceed 20 percent of Encana’s consolidated assets as at December 31, 2015 or consolidated annual revenues for the year ended December 31, 2015, respectively.

 

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

 

 

Encana Corporation

3

Annual Information Form (prepared in US$)

 



 

 

General Development of the Business

 

 

Encana is a leading North American energy producer that is focused on developing 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.

 

 

Operating Segments

 

As at December 31, 2015, Encana’s operating and reportable segments were: (i) Canadian Operations; (ii) USA Operations; and (iii) Market Optimization.

 

 

·

Canadian Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within Canada. Plays in Canada include: Montney in northern British Columbia and northwest Alberta; Duvernay in west central Alberta; and Other Upstream Operations including Wheatland in southern Alberta, Deep Panuke located offshore Nova Scotia and Other and emerging. Other and emerging primarily includes Horn River in northeast British Columbia.

 

 

 

 

·

USA Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within the U.S. Plays in the U.S. include: Eagle Ford in south Texas; Permian in west Texas; and Other Upstream Operations including DJ Basin in northern Colorado, San Juan in northwest New Mexico, Piceance in northwest Colorado and Other and emerging. Other and emerging primarily includes Tuscaloosa Marine Shale in east Louisiana and west Mississippi.

 

 

 

 

 

In 2015, DJ Basin and San Juan were realigned to Other Upstream Operations as described further under “Narrative Description of the Business” in this Annual Information Form.

 

 

·

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

 

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.

 

 

Encana Corporation

4

Annual Information Form (prepared in US$)

 



 

Recent Developments

 

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

 

2015

 

·

 

Completed the divestiture of properties in Haynesville located in northern Louisiana, for proceeds of approximately $769 million, after closing adjustments.

 

 

 

·

 

Completed a bought deal offering of 98,458,975 common shares of Encana, including common shares issued under an over-allotment option, at a price of C$14.60 per common share for aggregate gross proceeds of approximately C$1.44 billion. Proceeds from the offering of common shares, plus cash on hand, were used to redeem the Company’s $700 million 5.90 percent notes due December 1, 2017 and C$750 million 5.80 percent medium-term notes due January 18, 2018.

 

 

 

·

 

Completed the divestiture of certain properties in Wheatland located in central and southern Alberta, for proceeds of approximately C$557 million ($467 million), after closing adjustments.

 

 

 

·

 

Along with the Cutbank Ridge Partnership (the “CRP”), a partnership between Encana and a subsidiary of Mitsubishi Corporation (“Mitsubishi”), Encana closed the sale of certain natural gas gathering and compression assets in northeastern British Columbia for cash consideration net to Encana of approximately C$450 million ($355 million), after closing adjustments.

 

 

 

·

 

Entered into an agreement to sell properties in DJ Basin located in Colorado, comprising approximately 51,000 net acres, for an announced purchase price of approximately $900 million, before post-closing and other adjustments. The transaction is expected to close by the end of the second quarter of 2016, and is subject to satisfaction of certain closing conditions.

 

2014

 

·

 

Completed the acquisition of all of the issued and outstanding shares of common stock of Athlon Energy Inc. (“Athlon”) for $5.93 billion, or $58.50 per share, assumed Athlon’s $1.15 billion senior notes, and repaid and terminated Athlon’s credit facility with indebtedness outstanding of $0.3 billion. The acquisition included approximately 137,000 net acres of producing and undeveloped oil and gas properties in Permian located in west Texas. Following completion of the acquisition, Athlon’s $1.15 billion senior notes were redeemed in accordance with the provisions of the indentures governing such senior notes.

 

 

 

·

 

Completed the initial public offering of 59.8 million common shares of PrairieSky Royalty Ltd. (“PrairieSky”) at a price of C$28.00 per common share for aggregate gross proceeds of approximately C$1.67 billion. In the third quarter, Encana completed a secondary offering of the remaining 70.2 million common shares of PrairieSky at a price of C$36.50 per common share for aggregate gross proceeds of approximately C$2.6 billion. Following the completion of the secondary offering, Encana no longer held an interest in PrairieSky.

 

 

 

·

 

Completed the acquisition of certain properties in the Eagle Ford shale formation located in south Texas for approximately $2.9 billion, after closing adjustments. The acquisition included approximately 45,500 net acres of producing and undeveloped oil and gas properties located in the Karnes, Wilson and Atascosa counties.

 

 

 

·

 

Completed the divestiture of properties in Jonah located in Wyoming for proceeds of approximately $1.6 billion, after closing adjustments, and certain properties in East Texas for proceeds of approximately $495 million, after closing adjustments.

 

 

 

·

 

Completed the sale of properties in Bighorn located in west central Alberta for approximately $1.7 billion after closing adjustments.

 

 

Encana Corporation

5

Annual Information Form (prepared in US$)

 



 

2013

 

·

 

Commenced production at the Deep Panuke natural gas facility located offshore Nova Scotia in August 2013 and reached commercial operation with the issuance of the Production Acceptance Notice in December 2013.

 

 

 

·

 

Completed the divestiture of assets in the Canadian Operations for proceeds of approximately $685 million which primarily included the sale of the Jean Marie natural gas assets in the Greater Sierra play.

 

 

 

·

 

Completed the sale of Encana’s 30 percent interest in the proposed Kitimat liquefied natural gas export terminal in British Columbia in February 2013.

 

 

Encana Corporation

6

Annual Information Form (prepared in US$)

 



 

 

Narrative Description of the Business

 

 

The following map outlines the location of Encana’s North American landholdings and plays as at December 31, 2015.

 

 

In 2015, DJ Basin and San Juan were realigned to Other Upstream Operations resulting from the Company’s continued focus on accelerating growth from a limited number of core, high return and scalable projects.  Previously, DJ Basin and San Juan were presented as growth assets. Encana uses the term core asset to describe the Company’s current capital investment strategy in relation to the current price environment and the funding of a limited number of core plays.  As at December 31, 2015, Encana’s core assets include Eagle Ford, Permian, Montney and Duvernay.

 

 

Encana Corporation

7

Annual Information Form (prepared in US$)

 



 

Business Objectives

 

Encana’s operations are focused on exploiting high return and scalable natural gas and oil formations. The Company’s operations are primarily located in Canada and the U.S.  All of Encana’s reserves and production are located in North America.

 

Encana is committed to growing long-term shareholder value through a disciplined focus on generating profitable growth. The Company’s key objectives include:

 

·                 Exercising a disciplined capital allocation strategy

 

·                 Maintaining portfolio flexibility to respond to changing market conditions

 

·                 Maximizing profitability through operational efficiencies and reducing costs

 

·                 Preserving balance sheet strength

 

The Company has a history of identifying and entering into strategic prospective plays and leveraging technology to unlock resources and build the underlying productive capacity at a low cost. Encana continually strives to improve operating efficiencies, foster technological innovation and lower its cost structures while reducing its environmental footprint through play optimization. The Company’s resource play hub model is a manufacturing-style development approach, which utilizes highly integrated production facilities to develop resources by drilling multiple wells from central pad sites. Capital and operating efficiencies are achieved across Encana’s diverse portfolio through repeatable operations, optimizing equipment and processes and by applying continuous improvement techniques.

 

Encana’s capital investment strategy is focused on accelerating growth from a limited number of core, high return and scalable projects, while balancing the commodity portfolio and optimizing production performance from the remainder of the Company’s resource base.

 

 

Canadian Operations

 

The Canadian Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within Canada. Plays in Canada include: Montney in northern British Columbia and northwest Alberta; Duvernay in west central Alberta; and Other Upstream Operations including Wheatland in southern Alberta, Deep Panuke located offshore Nova Scotia and Other and emerging. Other and emerging primarily includes Horn River in northeast British Columbia. Other Upstream Operations include plays that are not part of Encana’s current strategic focus.

 

In 2015, Montney was realigned to include the Cadomin/Doig and Granite Wash/Doig areas that were previously included in Other and emerging within Other Upstream Operations. Accordingly, comparative information has also been realigned. In addition, Clearwater was renamed Wheatland.

 

In 2015, the Canadian Operations had total capital investment of approximately $380 million and drilled approximately 135 net wells. Production after royalties averaged approximately 971 MMcf/d of natural gas, approximately 5.6 Mbbls/d of oil, and approximately 22.8 Mbbls/d of NGLs. At December 31, 2015, the Canadian Operations had an established land position in Canada of approximately 3.7 million gross acres (2.5 million net acres) including approximately 2.1 million gross undeveloped acres (1.4 million net undeveloped acres).

 

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

 

 

Encana Corporation

8

Annual Information Form (prepared in US$)

 



 

Landholdings

 

Developed
Acreage

 

Undeveloped
Acreage

 

Total
Acreage

 

Average
Working

(thousands of acres at December 31, 2015)

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Interest

Montney

 

610

 

371

 

856

 

577

 

1,466

 

948

 

65%

Duvernay

 

100

 

41

 

569

 

348

 

669

 

389

 

58%

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wheatland

 

788

 

652

 

258

 

151

 

1,046

 

803

 

77%

Deep Panuke

 

20

 

20

 

21

 

10

 

41

 

30

 

73%

Other and emerging

 

53

 

31

 

396

 

297

 

449

 

328

 

73%

Total Canadian Operations

 

1,571

 

1,115

 

2,100

 

1,383

 

3,671

 

2,498

 

68%

 

Producing Wells

 

 

 

 

Natural Gas

 

Oil

 

Total

(number of wells at December 31, 2015) (1)

 

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

Montney

 

 

 

1,358

 

1,211

 

74

 

64

 

1,432

 

1,275

Duvernay

 

 

 

93

 

46

 

9

 

2

 

102

 

48

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wheatland

 

 

 

5,164

 

5,063

 

29

 

20

 

5,193

 

5,083

Deep Panuke

 

 

 

4

 

4

 

-

 

-

 

4

 

4

Other and emerging

 

 

 

91

 

46

 

-

 

-

 

91

 

46

Total Canadian Operations

 

 

 

6,710

 

6,370

 

112

 

86

 

6,822

 

6,456

 

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

 

Production (Before Royalties)

 

 

 

Natural Gas
(MMcf/d)

 

Oil
(Mbbls/d)

 

NGLs
(Mbbls/d)

(average daily)

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

Montney (1)

 

 

 

763

 

719

 

6.2

 

7.0

 

19.8

 

15.2

Duvernay

 

 

 

27

 

11

 

0.3

 

0.8

 

4.7

 

1.4

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wheatland (2,3)

 

 

 

122

 

333

 

0.6

 

7.0

 

0.5

 

2.0

Bighorn (3)

 

 

 

1

 

166

 

-

 

0.4

 

-

 

8.2

Deep Panuke

 

 

 

65

 

196

 

-

 

-

 

-

 

-

Other and emerging (1)

 

 

 

71

 

86

 

0.1

 

-

 

0.1

 

-

Total Canadian Operations

 

 

 

1,049

 

1,511

 

7.2

 

15.2

 

25.1

 

26.8

 

(1)          Montney has been realigned to include certain properties which were previously reported in Other and emerging.

(2)          During 2015, Encana divested of certain properties in Wheatland.

(3)          During 2014, Encana divested its Bighorn properties and investment in PrairieSky.

 

Production (After Royalties)

 

 

 

Natural Gas
(MMcf/d)

 

Oil
(Mbbls/d)

 

NGLs
(Mbbls/d)

(average daily)

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

Montney (1)

 

 

 

723

 

639

 

4.7

 

5.6

 

17.8

 

13.3

Duvernay

 

 

 

27

 

11

 

0.3

 

0.8

 

4.5

 

1.3

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wheatland (2,3)

 

 

 

86

 

292

 

0.5

 

6.8

 

0.4

 

1.8

Bighorn (3)

 

 

 

1

 

158

 

-

 

0.3

 

-

 

7.2

Deep Panuke

 

 

 

63

 

190

 

-

 

-

 

-

 

-

Other and emerging (1)

 

 

 

71

 

88

 

0.1

 

0.1

 

0.1

 

-

Total Canadian Operations

 

 

 

971

 

1,378

 

5.6

 

13.6

 

22.8

 

23.6

 

(1)          Montney has been realigned to include certain properties which were previously reported in Other and emerging.

(2)          During 2015, Encana divested of certain properties in Wheatland.

(3)          During 2014, Encana divested its Bighorn properties and investment in PrairieSky.

 

 

Encana Corporation

9

Annual Information Form (prepared in US$)

 



 

Plays and Other Activities in the Canadian Operations

 

Montney

 

Montney is a play located in the Canadian Rocky Mountain foothills, which extends from southwest of Dawson Creek, in northern British Columbia to northwest Alberta. Producing horizons include Montney, Cadomin, Doig and Granite Wash formations with the current focus of development on the Montney formation. In 2015, total production after royalties from the play averaged approximately 723 MMcf/d of natural gas and approximately 22.5 Mbbls/d of oil and NGLs. As at December 31, 2015, Encana controlled approximately 1,466,000 gross acres (948,000 net acres) in the play.

 

The focus of development is on exploiting natural gas and condensate in the deep basin of the Montney formation within the play, of which Encana controlled approximately 809,000 gross acres (525,000 net acres), including 504,000 gross undeveloped acres (307,000 net undeveloped acres) at December 31, 2015. The Montney formation is being developed exclusively with horizontal well technology. In 2015, Encana drilled approximately 15 net horizontal wells in the area and production after royalties averaged approximately 619 MMcf/d of natural gas and approximately 22.5 Mbbls/d of oil and NGLs. Significant improvements have been achieved with respect to horizontal well completions with the application of multi-stage hydraulic fracturing. Since the first horizontal well completion in the area in 2006, Encana has continued to apply advanced technologies to reduce the overall development costs by approximately 77 percent on a completed interval basis. During 2015, Encana continued to focus on drilling longer wells with lateral lengths ranging from approximately 4,300 to 11,700 feet and tighter completion spacing ranging from approximately 66 to 84 feet. As Encana continues to optimize well and completion designs, lateral lengths drilled, stage and well spacing may change.

 

Encana has a partnership agreement with Mitsubishi to jointly develop certain lands predominately in the Montney. Under the agreement, Mitsubishi agreed to invest approximately C$2.9 billion for its 40 percent partnership interest in the CRP, of which approximately C$2.1 billion has been received as of December 31, 2015. In addition to its 40 percent of the CRP’s future capital funding investment, Mitsubishi is required to invest the remaining amount of approximately C$0.8 billion within an expected five year development plan of the area, thereby reducing Encana’s capital funding commitment to 30 percent of the total expected capital investment over that development plan. Encana proportionately consolidates its 60 percent interest in the CRP, including reserves.

 

As at December 31, 2015, Encana has natural gas processing capacity of approximately 745 MMcf/d with eight plants located in Alberta and British Columbia under contract with third parties. The contracted capacities range from 100 MMcf/d to 240 MMcf/d and have varying terms ranging from two to 18 years. In addition to the contracted capacity, Encana owns or has an ownership interest in natural gas processing capacity of approximately 177 MMcf/d net to Encana at three plants located in Alberta, with the plant capacities ranging from 115 MMcf/d to 209 MMcf/d.

 

Encana has access to gathering and compression capacity of 1,140 MMcf/d under contract with third parties that have remaining terms from 16 to 30 years and are located in the Dawson area of northeastern British Columbia and northwest Alberta. This includes gathering and compression that was divested in 2015 by Encana along with the CRP to Veresen Midstream Partnership LP (“VMLP”) as described under “Recent Developments” in this Annual Information Form. Encana also owns gathering and compression capacity of approximately 148 MMcf/d in northwest Alberta.

 

In addition, Encana along with the CRP expects to have access to compression and processing facilities with capacity of approximately 600 MMcf/d (net 360 MMcf/d to Encana) that are currently under construction by VMLP, and are expected to be completed in the latter half of 2017.

 

Duvernay

 

Duvernay is a play located in west central Alberta and includes properties that are primarily located in the Duvernay formation. As at December 31, 2015, Encana controlled approximately 669,000 gross acres (389,000 net acres) in the play.

 

The focus of development is on exploiting shale gas and condensate in the Duvernay formation within the play, of which Encana controlled approximately 586,000 gross acres (354,000 net acres), including 509,000 gross undeveloped acres (317,000 net undeveloped acres) at December 31, 2015. Encana has continued to develop the play with horizontal well technology using pad drilling in the northern part of the formation. Encana is currently achieving significant improvements in drilling costs and cycle times through application of its resource play hub model and continuing to develop long-term take-away capacity.  In 2015, Encana drilled approximately 15 net wells in the area and production after royalties averaged approximately 27 MMcf/d of natural gas and approximately 4.8 Mbbls/d of oil and NGLs. During 2015, Encana drilled wells with lateral length ranging from approximately 5,900 to 9,500 feet with completion spacing of approximately 60 feet. As Encana continues to optimize well and completion designs, lateral lengths drilled, stage and well spacing may change.

 

 

Encana Corporation

10

Annual Information Form (prepared in US$)

 



 

Encana has an agreement with a subsidiary of PetroChina Company Limited (“PetroChina”) to jointly explore and develop certain Duvernay lands. Under the agreement, PetroChina agreed to invest approximately C$2.18 billion for a 49.9 percent working interest in the lands. PetroChina has invested approximately C$1.93 billion as of December 31, 2015 and is expected to further invest approximately C$250 million over the remaining commitment period that expires in 2020, which will be used to fund half of Encana’s capital commitment.

 

Encana holds an approximate 50.1 percent ownership in two Simonette gas plants and the associated gas gathering and compression, which has a combined natural gas processing capacity of 105 MMcf/d (net 53 MMcf/d to Encana) and NGLs production capacity of 24.4 Mbbls/d (net 12.2 Mbbls/d to Encana).

 

 

Other Upstream Operations

 

Wheatland

 

Wheatland is a play located in southern Alberta and includes producing horizons such as the Lethbridge and Horseshoe Canyon formations, shallow sands formations including the Belly River and the Medicine Hat and deeper natural gas formations including the Glauconitic and the Mannville formations. In 2015, Encana drilled approximately 105 net natural gas wells. Production after royalties averaged approximately 86 MMcf/d of natural gas and approximately 0.9 Mbbls/d of oil and NGLs. As at December 31, 2015, Encana controlled approximately 1,046,000 gross acres (803,000 net acres) in the play.

 

Development has focused on exploiting natural gas along the eastern edge of the Horseshoe Canyon Fairway, which is integrated with shallower sands. Encana has historically used an integrated wellbore strategy to exploit deeper targets within the area. At December 31, 2015, Encana controlled approximately 507,000 gross acres (495,000 net acres) in the Horseshoe Canyon Fairway.

 

In 2015, Encana divested of approximately 1.4 million gross acres (1.2 million net acres) to Ember Resources Inc. for approximately C$557 million, after closing adjustments, as described under “Recent Developments” in this Annual Information Form.

 

In 2015, Encana and a subsidiary of Toyota Tsusho Corporation (“Toyota Tsusho”) terminated an agreement whereby Toyota Tsusho would invest approximately C$600 million to acquire a 32.5 percent gross overriding royalty interest in certain natural gas production from the wells drilled under the agreement. Prior to its termination in 2015, Toyota Tsusho had invested C$325 million under the agreement.

 

Deep Panuke

 

Encana is the owner and operator of the Deep Panuke gas field located offshore Nova Scotia, which is approximately 250 kilometres southeast of Halifax on the Scotian shelf. Natural gas from Deep Panuke is produced and processed by an offshore Production Field Centre (“PFC”) which is designed to process up to 300 MMcf/d. The PFC is under a lease arrangement which has an initial term that expires in 2021, with the option to extend the lease for 12 successive one-year terms at fixed prices after the initial lease term. Produced gas is transported to Goldboro, Nova Scotia, via subsea pipeline which interconnects with the Maritimes & Northeast Pipeline, where the natural gas is ultimately transported to markets in eastern Canada and northeastern U.S.

 

In 2015, natural gas production after royalties averaged approximately 63 MMcf/d. Encana is operating Deep Panuke under a seasonal production strategy. Encana sells all natural gas produced from Deep Panuke under a long-term physical sales contract at the prevailing market prices in that region. At December 31, 2015, Encana controlled approximately 41,000 gross acres (30,000 net acres) in Nova Scotia. Encana operates five of its six licenses in these areas.

 

 

Encana Corporation

11

Annual Information Form (prepared in US$)

 



 

Other Activity

 

Horn River is located in northeast British Columbia. The focus of development has been in the Horn River Basin shales (Muskwa, Otter Park and Evie), which are upwards of 500 feet thick. In 2015, Encana’s natural gas production after royalties averaged approximately 69 MMcf/d. As at December 31, 2015, Encana had approximately 91 gross producing horizontal wells (46 net producing horizontal wells) within the development area of the Horn River Basin shales. As at December 31, 2015, Encana controlled approximately 217,000 gross acres (173,000 net acres), which includes 177,000 gross undeveloped acres (152,000 net undeveloped acres) in the Horn River Basin shales. Encana owns natural gas compression capacity in Horn River of approximately 570 MMcf/d (net 285 MMcf/d to Encana) at various facilities in the area. Encana has a processing arrangement with a third party related to a planned expansion of the Cabin natural gas processing plant, for which commissioning and expansion was suspended in 2012.

 

 

Encana Corporation

12

Annual Information Form (prepared in US$)

 



 

USA Operations

 

The USA Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within the U.S. Plays in the U.S. include: Eagle Ford in south Texas; Permian in west Texas; and Other Upstream Operations including DJ Basin in northern Colorado, San Juan in northwest New Mexico, Piceance in northwest Colorado and Other and emerging. Other and emerging primarily includes Tuscaloosa Marine Shale in east Louisiana and west Mississippi. Other Upstream Operations include plays that are not part of Encana’s current strategic focus.

 

In 2015, DJ Basin and San Juan were realigned to Other Upstream Operations resulting from the Company’s continued focus on a disciplined capital allocation strategy. Accordingly, comparative information has also been realigned. This realignment is further described under “Narrative Description of the Business” in this Annual Information Form.

 

During 2015, Encana divested of approximately 112,000 net acres in Haynesville located in northern Louisiana for proceeds of approximately $769 million, after closing adjustments, as described under “Recent Developments” in this Annual Information Form.

 

In 2015, the USA Operations had total capital investment of approximately $1,847 million and drilled approximately 265 net wells. Production after royalties averaged approximately 664 MMcf/d of natural gas, approximately 81.4 Mbbls/d of oil, and approximately 23.6 Mbbls/d of NGLs. At December 31, 2015, the USA Operations had an established land position of approximately 1.8 million gross acres (1.4 million net acres) including approximately 1.2 million gross undeveloped acres (0.9 million net undeveloped acres).

 

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

 

Landholdings

 

Developed
Acreage

 

Undeveloped
Acreage

 

Total
Acreage

 

Average
Working

(thousands of acres at December 31, 2015)

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Interest

Eagle Ford

 

40

 

39

 

3

 

2

 

43

 

41

 

95%

Permian

 

110

 

104

 

37

 

37

 

147

 

141

 

96%

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DJ Basin

 

47

 

43

 

9

 

8

 

56

 

51

 

91%

San Juan

 

58

 

36

 

296

 

170

 

354

 

206

 

58%

Piceance

 

278

 

256

 

517

 

461

 

795

 

717

 

90%

Other and emerging

 

54

 

47

 

323

 

213

 

377

 

260

 

69%

Total USA Operations

 

587

 

525

 

1,185

 

891

 

1,772

 

1,416

 

80%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Producing Wells

 

 

 

 

Natural Gas

 

Oil

 

Total

(number of wells at December 31, 2015) (1)

 

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

Eagle Ford

 

 

 

-

 

-

 

409

 

397

 

409

 

397

Permian

 

 

 

-

 

-

 

1,432

 

1,336

 

1,432

 

1,336

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DJ Basin

 

 

 

1,877

 

1,084

 

-

 

-

 

1,877

 

1,084

San Juan

 

 

 

157

 

55

 

195

 

165

 

352

 

220

Piceance

 

 

 

3,947

 

3,238

 

-

 

-

 

3,947

 

3,238

Other and emerging

 

 

 

224

 

191

 

70

 

32

 

294

 

223

Total USA Operations

 

 

 

6,205

 

4,568

 

2,106

 

1,930

 

8,311

 

6,498

 

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

 

 

Encana Corporation

13

Annual Information Form (prepared in US$)

 



 

Production (Before Royalties)

 

 

 

Natural Gas
(MMcf/d)

 

Oil
(Mbbls/d)

 

NGLs
(Mbbls/d)

(average daily)

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

Eagle Ford

 

 

 

57

 

25

 

47.7

 

21.8

 

7.4

 

3.5

Permian

 

 

 

58

 

6

 

32.1

 

3.2

 

11.0

 

1.2

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DJ Basin

 

 

 

66

 

52

 

11.4

 

9.0

 

6.5

 

5.1

San Juan

 

 

 

16

 

10

 

5.8

 

4.1

 

1.8

 

0.8

Piceance

 

 

 

377

 

474

 

1.4

 

1.9

 

2.6

 

3.8

Haynesville (1)

 

 

 

217

 

391

 

-

 

-

 

-

 

-

Jonah (2)

 

 

 

-

 

128

 

-

 

1.4

 

-

 

0.9

East Texas (2)

 

 

 

-

 

75

 

-

 

0.7

 

-

 

-

Other and emerging

 

 

 

17

 

33

 

5.5

 

2.8

 

0.4

 

1.4

Total USA Operations

 

 

 

808

 

1,194

 

103.9

 

44.9

 

29.7

 

16.7

 

(1) During 2015, Encana divested of the Haynesville properties.

(2) During 2014, Encana divested of the Jonah properties and certain properties in East Texas.

 

 

Production (After Royalties)

 

 

 

Natural Gas
(MMcf/d)

 

Oil
(Mbbls/d)

 

NGLs
(Mbbls/d)

(average daily)

 

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

Eagle Ford

 

 

 

44

 

19

 

37.0

 

17.1

 

5.8

 

2.7

Permian

 

 

 

44

 

5

 

24.5

 

2.5

 

8.3

 

1.0

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DJ Basin

 

 

 

55

 

43

 

9.4

 

7.4

 

5.5

 

4.2

San Juan

 

 

 

13

 

8

 

4.8

 

3.3

 

1.4

 

0.6

Piceance

 

 

 

320

 

402

 

1.2

 

1.6

 

2.3

 

3.4

Haynesville (1)

 

 

 

173

 

311

 

-

 

-

 

-

 

-

Jonah (2)

 

 

 

-

 

100

 

-

 

1.1

 

-

 

0.7

East Texas (2)

 

 

 

-

 

57

 

-

 

0.5

 

-

 

-

Other and emerging

 

 

 

15

 

27

 

4.5

 

2.3

 

0.3

 

1.2

Total USA Operations

 

 

 

664

 

972

 

81.4

 

35.8

 

23.6

 

13.8

 

(1) During 2015, Encana divested of the Haynesville properties.

(2) During 2014, Encana divested of the Jonah properties and certain properties in East Texas.

 

 

Plays and Other Activities in the USA Operations

 

Eagle Ford

 

Eagle Ford is a tight oil play located in south Texas in the Karnes, Wilson and Atascosa counties. The focus is on the development of the thickest portion of the Eagle Ford shale in the Karnes Trough, where Encana holds a largely contiguous position. At December 31, 2015, Encana controlled approximately 43,000 gross acres (41,000 net acres) in the play. In 2015, Encana drilled approximately 65 net wells in the area and production after royalties averaged approximately 37.0 Mbbls/d of oil, approximately 44 MMcf/d of natural gas and approximately 5.8 Mbbls/d of NGLs.

 

Encana is developing the play using horizontal wells with lateral lengths ranging from approximately 3,300 to 7,000 feet with an average measured depth of approximately 17,500 feet and tighter cluster spacing ranging from 20 to 36 feet. As Encana continues to optimize well and completion designs, lateral lengths drilled, cluster and well spacing may change. Since acquiring the play in 2014, Encana has actively optimized well design through its resource play hub model, resulting in reduced drilling costs of approximately 41 percent.

 

Oil and natural gas production is gathered at various production facilities with combined capacities of approximately 200 MMbbl/d for oil production and 271 MMcf/d for natural gas production. The majority of the oil is subsequently transported to sales points by pipeline or trucked from facilities depending on the sales contract. Encana has dedicated approximately 20 MMcf/d to 42 MMcf/d of production under a commitment for natural gas gathering with a remaining term of approximately five years. In addition, Encana has access to natural gas processing capacity of up to approximately 72 MMcf/d with a third party that has no volume commitment, with remaining terms of approximately six years.

 

 

Encana Corporation

14

Annual Information Form (prepared in US$)

 



 

Permian

 

Permian is located in west Texas in the Midland, Martin, Howard and Glasscock counties. The focus is on the development of the Clearfork, Spraberry, Wolfcamp, Cline, Strawn, Atoka and Mississippian formations, in the Midland basin, where Encana holds a large contiguous position. At December 31, 2015, Encana controlled approximately 147,000 gross acres (141,000 net acres) in the play. The properties are characterized by an extensive production history from vertical drilling and development and mature infrastructure, with multiple producing horizons spanning over 3,000 feet to 4,000 feet of stratigraphy (also referred to as “stacked pay zones”). The multiple stacked pay zones can accommodate multiple completions in a single wellbore with the potential for both vertical and horizontal drilling. In 2015, Encana drilled 108 vertical net wells and 69 horizontal net wells in the area. In 2015, production after royalties averaged approximately 24.5 Mbbls/d of oil, approximately 44 MMcf/d of natural gas and approximately 8.3 Mbbls/d of NGLs.

 

With exposure to 11 potential productive horizons, Encana has focused development using horizontal well technology. During 2015, Encana utilized multi-well horizontal pad drilling in order to maximize resource recovery and minimize the development footprint. In addition, Encana focused on drilling longer horizontal wells with lateral lengths ranging from approximately 4,200 to 10,000 feet at a measured average depth of approximately 16,500 feet and tighter cluster spacing ranging from approximately 47 to 53 feet. As Encana continues to optimize well and completion designs, lateral lengths drilled, stage and well spacing may change. During 2015, Encana’s multi-well horizontal drilling strategy has reduced drilling costs by approximately 15 percent.

 

Oil and natural gas facilities include field gathering systems, storage batteries, saltwater disposal systems, separation equipment and pumping units. In addition, the play has an established pipeline infrastructure to transport oil from wellhead to tank batteries which is subsequently transported by the gatherer or purchaser via pipeline or truck. In 2015, Encana agreed to dedicate the majority of its acreage and associated oil production under a pipeline gathering agreement that has an initial term of seven years, with an option to extend the initial term for an additional seven years. In the event of pipeline capacity constraints, Encana’s oil production is trucked by a third party. Natural gas is gathered by Encana and transported to the purchaser’s meter and pipeline interconnection point.

 

Other Upstream Operations

 

DJ Basin

 

DJ Basin is a liquids rich play located in northern Colorado. The focus is on the development of the Codell, J-Sand and the Niobrara of the Wattenberg field. In 2015, Encana drilled approximately 17 net horizontal wells with an average lateral length of approximately 4,400 feet. Encana has initiated pilot testing various well spacing and completion combinations in order to maximize resource recovery and minimize the development footprint, of which the results are pending. In 2015, production after royalties averaged approximately 55 MMcf/d of natural gas, approximately 9.4 Mbbls/d of oil and approximately 5.5 Mbbls/d of NGLs. At December 31, 2015, Encana controlled approximately 56,000 gross acres (51,000 net acres) in the play.

 

Encana is a party to joint venture agreements whereby its partner earns 50 percent of Encana’s working interest in certain oil and natural gas wells to be drilled at Encana’s discretion in DJ Basin. The joint venture partner will pay its share of costs plus an additional carry amount to participate in the wells drilled, which is determined with reference to certain benchmark prices and the nature of the well drilled. The agreement has a remaining term of 10 years with the potential for additional five one-year extensions thereafter if a specified number of wells have not been drilled. Either party has an ability to suspend certain of its obligations under the agreement in the event natural gas and oil benchmark prices fall below a specified threshold. In 2015, the joint venture partner suspended its funding of drilling for wells due to the current weak commodity price environment. To date, Encana has received $256 million under the terms of the agreements. In 2015, third party funds were used to drill all 17 net horizontal wells in the play.

 

 

Encana Corporation

15

Annual Information Form (prepared in US$)

 



 

Encana has dedicated natural gas production for gathering and processing under a contract with a third party that has no volume commitment. The third party’s total plant capacity is approximately 625 MMcf/d. Encana was constructing a central liquids gathering facility near Erie, Colorado that is anticipated to have approximately 22.0 Mbbls/d of capacity. Construction of the facility temporarily ceased as a result of the announced agreement to sell properties in DJ Basin as discussed below.

 

On October 8, 2015, Encana entered into an agreement to sell properties in DJ Basin for an announced purchase price of approximately $900 million, before post-closing and other adjustments. The transaction is expected to close by the end of the second quarter of 2016, and is subject to satisfaction of certain closing conditions.

 

San Juan

 

San Juan is a light sweet oil play located in the San Juan Basin in northwest New Mexico. The focus of development is on exploiting liquids in the Gallup sandstone and Mancos silt formations within the play. Encana has established a significant land position in the play and continues to delineate the acreage held. Encana drilled approximately one net horizontal well in 2015, with a lateral length of approximately 6,000 feet and a vertical depth of approximately 5,500 feet. In 2015, production after royalties averaged approximately 4.8 Mbbls/d of oil, approximately 13 MMcf/d of natural gas and approximately 1.4 Mbbls/d of NGLs. At December 31, 2015, Encana controlled approximately 354,000 gross acres (206,000 net acres) which includes 296,000 gross undeveloped acres (170,000 net undeveloped acres). Encana has dedicated natural gas production under an agreement with access to processing capacity of up to approximately 50 MMcf/d with a third party.

 

Piceance

 

Piceance is a play located in northwest Colorado. The focus of development is on exploiting natural gas in the Williams Fork, Niobrara and Mancos formations within the play. The Williams Fork formation is characterized by thick natural gas accumulations and the Niobrara and Mancos formations are characterized by thick shales which are predominant throughout the basin. In 2015, production after royalties averaged approximately 320 MMcf/d of natural gas, approximately 1.2 Mbbls/d of oil and approximately 2.3 Mbbls/d of NGLs. At December 31, 2015, Encana controlled approximately 795,000 gross acres (717,000 net acres), which includes 517,000 gross undeveloped acres (461,000 net undeveloped acres).

 

Encana has a long-term joint venture agreement with a subsidiary of Nucor Corporation (“Nucor”) under which Nucor will earn 50 percent of Encana’s working interest in certain natural gas wells to be drilled in Piceance. Under the terms of the agreement, Nucor will carry Encana for approximately $750 million, of which approximately $24 million has been received as of December 31, 2015. Nucor will further invest the remaining amount over the long-term commitment period. The joint venture partner will pay its share of costs plus an additional carry amount to participate in wells drilled, which is based on pre-determined percentage allocations partially indexed to natural gas prices. It also contains certain limitations on the minimum and maximum number of wells that may be drilled in any calendar year over the duration of the agreement. Either party may suspend certain of its obligations under the agreement if the average price of natural gas falls below a pre-determined threshold but neither party has a unilateral right to terminate the agreement. Since December 2013, Encana and Nucor jointly agreed to postpone the drilling of natural gas wells due to the current weak natural gas price environment.

 

In addition, Encana has other existing joint venture arrangements to develop portions of the Piceance. To date, Encana has drilled approximately 271 net wells under the agreements, primarily using third party funds. The pace of development is determined in accordance with the joint venture agreements.

 

Encana has natural gas gathering capacity under volume commitments that vary each year and range between approximately 132 MMcf/d to 370 MMcf/d with a third party that have remaining terms of approximately 11 years. Encana has access to natural gas gathering capacity of up to approximately 850 MMcf/d and natural gas processing capacity of up to approximately 650 MMcf/d with a third party that have no volume commitments with remaining terms of approximately eight years. Encana also has a NGLs transportation commitment with a third party of approximately 6.0 Mbbls/d for production from San Juan and Piceance, with a remaining term of approximately nine years. In addition, Encana owns natural gas gathering and compression capacity of approximately 337 MMcf/d and a natural gas processing plant with capacity of approximately 55 MMcf/d.

 

 

Encana Corporation

16

Annual Information Form (prepared in US$)

 



 

Other Activity

 

The Tuscaloosa Marine Shale is an oil play located in east Louisiana and west Mississippi and is currently under appraisal. Encana has established a significant land position in the core of the play and is focused on maximizing oil recovery in the Tuscaloosa Marine Shale formation. In 2015, Encana drilled approximately three net horizontal wells with an average lateral length of approximately 7,800 feet. Production after royalties averaged approximately 4.4 Mbbls/d of oil. At December 31, 2015, Encana controlled approximately 325,000 gross acres (220,000 net acres), which includes 295,000 gross undeveloped acres (196,000 net undeveloped acres).

 

 

Market Optimization

 

Market Optimization activities are managed by Encana’s Midstream, Marketing & Fundamentals team, which is responsible for the sale of the Company’s proprietary production and enhancing the associated netback price. Market Optimization activities include third party purchases and sales of product to provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification. In conjunction with certain divestitures, Encana has agreed to market and transport certain portions of the acquirer’s production with remaining terms of less than five years.

 

Encana’s produced natural gas, oil and NGLs are primarily marketed to refiners, local distributing companies, energy marketing companies and electronic exchanges. Prices received by Encana are based primarily upon prevailing index prices in the region in which it is sold. Prices are impacted by regional and global supply and demand and by competing fuels in such markets.

 

The majority of Encana’s natural gas production is sold under short-term delivery contracts with less than 12 months in duration, at the relevant market price at the time the product is sold. Encana sells all natural gas produced from Deep Panuke under a long-term physical sales contract at prevailing market prices in that region. Encana’s oil production is sold under contracts with terms that range up to five years. Prices received by Encana are based primarily upon the prevailing index prices in the relevant region where the product is sold. Encana’s NGLs production is sold under contracts with terms that range up to 12 years, or under dedication arrangements at the relevant market price at the time the product is sold.

 

As at December 31, 2015, Encana had no material long-term fixed price physical sales contracts or delivery contracts for produced natural gas, oil or NGLs.

 

Encana seeks to mitigate the market risk associated with future cash flows by entering into various risk management contracts relating to produced natural gas, oil, NGLs and power. Details of those contracts related to Encana’s various risk management positions are found in Note 24 to Encana’s audited Consolidated Financial Statements for the year ended December 31, 2015, which are available via SEDAR at www.sedar.com and EDGAR at www.sec.gov.

 

 

Encana Corporation

17

Annual Information Form (prepared in US$)

 



 

Reserves and Other Oil and Gas Information

 

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:

 

·

 

the Canadian standards require disclosure of proved and probable reserves, while the U.S. standards require disclosure of only proved reserves;

 

 

 

·

 

the Canadian standards require the use of forecast prices in the estimation of reserves, while the U.S. standards require the use of 12-month average trailing historical prices, which are held constant;

 

 

 

·

 

the Canadian standards require disclosure of reserves on a gross (before royalties) and net (after royalties) basis, while the U.S standards require disclosure on a net (after royalties) basis;

 

 

 

·

 

the Canadian standards require disclosure of production on a gross (before royalties) basis, while the U.S. standards require disclosure on a net (after royalties) basis;

 

 

 

·

 

the Canadian standards require that reserves and other data be reported on a more granular product type basis than required by the U.S. standards; and

 

 

 

·

 

the Canadian standards require that proved undeveloped reserves be reviewed annually for retention or reclassification if development has not proceeded as previously planned, while the U.S. standards specify a five year limit after initial booking for the development of proved undeveloped reserves.

 

Since 2002, Encana has retained independent qualified reserves evaluators (“IQREs”) to evaluate and prepare reports on 100 percent of Encana’s natural gas, oil and NGLs reserves annually. In 2015, 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.

 

Encana’s Chief, Reservoir Engineering and seven other staff under this individual’s direction oversee the preparation of the reserves estimates by the IQREs. This internal staff consisted of six engineers, five of whom have professional designations, with a combined relevant experience of over 100 years. The engineering staff were all members of the appropriate professional associations as well as being 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 independent board members that review 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 production decline analysis, detailed reservoir modeling, 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. All locations to which proved undeveloped reserves have been assigned are subject to a development plan adopted by Encana’s management.

 

 

Encana Corporation

18

Annual Information Form (prepared in US$)

 



 

Capital Investment, Acquisitions and Divestitures

 

Encana has a large inventory of internal growth opportunities and also continues to examine select acquisition opportunities to develop and expand its 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 2015 and 2014.

 

($ millions)

 

2015

 

2014

 

Capital Investment

 

 

 

 

 

Canadian Operations

 

380

 

1,226

 

USA Operations

 

1,847

 

1,285

 

Market Optimization

 

1

 

-

 

Corporate & Other

 

4

 

15

 

 

 

2,232

 

2,526

 

Acquisitions

 

 

 

 

 

Canadian Operations

 

9

 

21

 

USA Operations

 

27

 

2,995

 

Corporate & Other

 

34

 

-

 

Divestitures

 

 

 

 

 

Canadian Operations

 

(959

)

(1,847

)

USA Operations

 

(896

)

(2,264

)

Market Optimization

 

-

 

(205

)

Corporate & Other

 

(53

)

(29

)

Net Acquisitions and (Divestitures)

 

(1,838

)

(1,329

)

Net Capital Investment

 

394

 

1,197

 

 

Capital investment during 2015 reflected the Company’s disciplined capital spending which focused on investment in the Company’s core assets.

 

Divestiture proceeds during 2015 in the Canadian Operations of $959 million primarily included the sale of certain properties in Wheatland located in central and southern Alberta for approximately $467 million (C$557 million), after closing adjustments, certain natural gas gathering and compression assets in Montney located in northeastern British Columbia for approximately $355 million (C$450 million), after closing adjustments, and certain other properties that do not complement Encana’s existing portfolio of assets. Divestiture proceeds in the USA Operations of $896 million primarily included the sale of Haynesville properties located in northern Louisiana for approximately $769 million, after closing adjustments, and certain other properties that do not complement Encana’s existing portfolio of assets. For additional information regarding acquisitions and divestitures, see “Recent Developments” in this Annual Information Form.

 

 

Encana Corporation

19

Annual Information Form (prepared in US$)

 



 

Competitive Conditions

 

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 NGLs reserves;

 

·                    Reserves and property acquisitions;

 

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

 

·                    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.

 

 

Environmental Protection

 

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 emissions in its 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 business plans with a current price range from approximately $20 to $125 per tonne of emissions, applied to a range of emissions coverage levels. Encana’s forecast cost of carbon emissions associated with British Columbia and Alberta regulations is not material to Encana. Encana may engage in consultations as appropriate and is actively managing the implementation of new climate related policy and regulations in order minimize the potential impact on its business. For additional information regarding environmental regulations, see “Risk Factors – The Company’s business is subject to environmental regulation in all jurisdiction in which it operates and any changes in such regulation could adversely affected its results of operations” in this Annual information Form.

 

Encana expects to incur abandonment and site reclamation costs as existing oil and gas properties are abandoned and reclaimed. In 2015, 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 $2.6 billion. As at December 31, 2015, Encana has recorded an asset retirement obligation of $814 million.

 

 

Encana Corporation

20

Annual Information Form (prepared in US$)

 



 

Social and Environmental Policies

 

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; engage, listen to and work with stakeholders in a timely, respectful and meaningful way; and align 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 Policy provides all personnel working on an Encana location with the authority and responsibility to stop work without repercussions when an unsafe situation is recognized or suspected.

 

The Policies and any revisions are approved by Encana’s Executive Leadership Team and its Board of Directors. Accountability for implementation of the Policies is at the operational level within Encana’s organizational structure. The operating teams have established processes to evaluate risks and programs have been implemented to minimize those risks. Coordination and oversight of the Policies resides with Encana’s Policy, Environment and Sustainability group.

 

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

 

·

 

A comprehensive approach to training and communicating policies and practices and a requirement for acknowledgement and sign-off on key policies from members of Encana’s Board of Directors and the Company’s employees;

 

 

 

·

 

An Environmental, Health & Safety (“EH&S”) management system and internal corporate audit program that evaluates Encana’s compliance with the expectations and requirements of the EH&S management system;

 

 

 

·

 

A security program to regularly assess security threats to business operations and to manage the associated risks;

 

 

 

·

 

A formalized approach to stakeholder relations with a standardized Stakeholder Engagement Guide and specific Aboriginal Community Engagement Guide;

 

 

 

·

 

Corporate responsibility performance metrics to track the Company’s progress;

 

 

Encana Corporation

21

Annual Information Form (prepared in US$)

 



 

·

 

A comprehensive community investment program that contributes to charitable and non-profit organizations in the communities in which Encana operates and an employee program that matches employee donations of up to $25,000 per employee, per year;

 

 

 

·

 

An Investigations Practice and an internal Ethics and Compliance team to receive, investigate and resolve complaints regarding potential violations of Encana policies or practices and/or the law;

 

 

 

·

 

An Integrity Hotline that provides an additional avenue for Encana’s stakeholders to raise their concerns, and a corporate responsibility website which allows people to write to the Company about non-financial issues of concern;

 

 

 

·

 

A Business Code of Conduct which establishes Encana’s commitment to conducting business ethically and legally and to which employees, contractors and directors are held accountable; and

 

 

 

·

 

Related policies and practices such as an Anti-Fraud Policy, a Conflict of Interest Policy, a Prevention of Corruption Policy, an Alcohol and Drug Policy, a Political Contributions Policy, an Information Management Policy, an Acceptance of Gifts Practice and a Lobbying Practice which outline Encana’s expectations of employee, contractor and director behaviors that are consistent with leading ethical business practices.

 

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.

 

 

Employees

 

At December 31, 2015, Encana employed 2,726 employees as set forth in the following table.

 

 

 

Employees

 

Canada

 

1,385

 

U.S.

 

1,341

 

Total

 

2,726

 

 

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

 

 

Foreign Operations

 

As at December 31, 2015, 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.

 

 

Encana Corporation

22

Annual Information Form (prepared in US$)

 



 

 

Directors and Officers

 

 

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

 

 

Directors

 

Name & Municipality of Residence

 

Director
Since
(1)

 

Principal Occupation

 

 

 

 

 

Clayton H. Woitas (5,7)
Calgary, Alberta, Canada

 

2008

 

Chairman
Encana Corporation

 

 

 

 

 

Peter A. Dea (3,5,6)
Denver, Colorado, U.S.A.

 

2010

 

President & Chief Executive Officer
Cirque Resources LP
(Private oil & gas company)

 

 

 

 

 

Fred J. Fowler (3,4)
Houston, Texas, U.S.A.

 

2010

 

Corporate Director

 

 

 

 

 

Howard J. Mayson (3,5,6)
Breckenridge, Colorado, U.S.A.

 

2014

 

Corporate Director

 

 

 

 

 

Lee A. McIntire (3,4)
Denver, Colorado, U.S.A.

 

2014

 

Chief Executive Officer
TerraPower, LLC
(Private nuclear energy technology company)

 

 

 

 

 

Margaret A. McKenzie (2,4)
Calgary, Alberta, Canada

 

2015

 

Corporate Director

 

 

 

 

 

Suzanne P. Nimocks (2,4,5)
Houston, Texas, U.S.A.

 

2010

 

Corporate Director

 

 

 

 

 

Jane L. Peverett (2,5,6)
West Vancouver, British Columbia, Canada

 

2003

 

Corporate Director

 

 

 

 

 

Brian G. Shaw (2,6)
Toronto, Ontario, Canada

 

2013

 

Corporate Director

 

 

 

 

 

Douglas J. Suttles (8)
Calgary, Alberta, Canada

 

2013

 

President & Chief Executive Officer
Encana Corporation

 

 

 

 

 

Bruce G. Waterman (2,4)
Calgary, Alberta, Canada

 

2010

 

Corporate Director

 

 

 

 

 

 

 

 

 

 

 

(1)          Denotes the year each individual became a director of Encana.

(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. Woitas attends as his schedule permits and may vote when necessary to achieve a quorum.

(8)          As an officer of Encana and a non-independent director, Mr. Suttles is not a member of any Board Committees.

 

 

Encana Corporation

23

Annual Information Form (prepared in US$)

 



 

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

 

At the date of this Annual Information Form, there are 11 directors of the Company. All of the current directors were elected at the last annual meeting of shareholders held on May 12, 2015. At the next annual meeting, shareholders will be asked to elect as directors each of the individuals listed in the above table. The Company’s mandatory retirement age restrictions, which have been established by the Board of Directors, stipulate that a director may not stand for re-election after reaching the age of 71.

 

 

Executive Officers

 

Name & Municipality of Residence

 

Corporate Office

 

 

 

Douglas J. Suttles
Calgary, Alberta, Canada

 

President & Chief Executive Officer

 

 

 

Joanne L. Alexander
Calgary, Alberta, Canada

 

Executive Vice-President, General Counsel & Corporate Secretary

 

 

 

Sherri A. Brillon
Calgary, Alberta, Canada

 

Executive Vice-President & Chief Financial Officer

 

 

 

David G. Hill
Denver, Colorado, U.S.A.

 

Executive Vice-President, Exploration & Business Development

 

 

 

Michael G. McAllister
Calgary, Alberta, Canada

 

Executive Vice-President & Chief Operating Officer

 

 

 

Michael Williams
Calgary, Alberta, Canada

 

Executive Vice-President, Corporate Services

 

 

 

Renee E. Zemljak
Denver, Colorado, U.S.A.

 

Executive Vice-President, Midstream, Marketing & Fundamentals

 

 

 

 

 

Encana Corporation

24

Annual Information Form (prepared in US$)

 



 

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:

 

Mr. Suttles joined Encana in June 2013. From March 2011 until June 2013, he was an independent businessman performing consulting services in the oil and gas industry and serving on the boards of Ceres, Inc. (a publicly traded energy crop company) and NEOS GeoSolutions (a privately held geosciences company). Mr. Suttles was Chief Operating Officer at BP Exploration & Production from January 2009 until March 2011.

 

Mr. Mayson is a director of Corex Resources Ltd. and Hawkwood Energy LLC, and serves on the Advisory Board for the private equity firm Azimuth Capital Management LLC (formerly Kern Partners). He previously served as a Director of Endurance Energy Ltd. from March 2012 to December 2015, and of Fairfield Energy Ltd. from July 2010 to June 2015. He has over 35 years of oil and gas industry experience, primarily with BP Exploration & Production where he held various senior roles including Chief Executive Officer of BP Russia, President BP Angola, Director of BP’s Exploration & Production Technology Group and headed up BP’s Global Subsurface Function.

 

Mr. McIntire has been Chief Executive Officer of TerraPower LLC (a privately held nuclear energy technology company) since August 2015. He previously served as President and Chief Executive Officer of CH2M HILL (a private consulting company) from January 2009 to January 2014, Chairman from 2010 through 2014, and served as the Executive Chairman of the Board of Directors of CH2M HILL from January 2014 to October 2014. Mr. McIntire was a director of BAE Systems (British Aerospace) PLC (a public global defence, aerospace and security company) from June 2011 to August 2013.

 

Ms. McKenzie has been a director of Inter Pipeline Ltd. (a public petroleum pipeline company) since August 2015, Bonavista Energy Corporation (a public oil and gas company) since May 2006 and PrairieSky Royalty Ltd. (a public oil and gas company) since December 2014, and two private oil and natural gas development companies (Spur Resources Ltd. and Endurance Energy Ltd.). Prior to that, Ms. McKenzie was Chief Financial Officer of Range Royalty Management Ltd. (a private oil and gas royalty company) from 2006 to December 2014 and Vice President, Finance and Chief Financial Officer of Profico Energy Management Ltd. (a private oil and gas royalty company) from 2000 to 2006.

 

Mr. Shaw has been a director of NuVista Energy Ltd. (a public oil and gas company) since August 2014, Manulife Bank of Canada (a private chartered bank) since February 2012, Manulife Trust Company (a private trust company) since February 2012, Ivey Canadian Exploration Ltd. (a private exploration company) since March 2010 and Lakeview Mortgage Funding Inc. (a private structured credit company) since January 2016. Mr. Shaw was a director of PrairieSky Royalty Ltd. from April 2014 until December 2014. Prior to that, Mr. Shaw was Chairman and Chief Executive Officer of CIBC World Markets Inc. from 2005 through 2008.

 

Mr. Waterman has been a director of Enbridge Income Fund Holdings Inc. (a public pipeline and power company) since January 2014, Irving Oil Limited (a private oil and gas company) since January 2012 and Prairie Storm Energy Corp. (a private oil and gas company) since February 2015. Mr. Waterman was formerly a director of PrairieSky Royalty Ltd. from April 2014 until December 2014 and 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. Woitas is Chairman of the Board of Encana Corporation and acted as Interim President & Chief Executive Officer of Encana from January 2013 until June 2013. He was Chairman & Chief Executive Officer of Range Royalty Management Ltd. (a private oil and gas royalty company) from 2006 to December 2014.

 

Ms. Alexander was Senior Vice President, General Counsel and Corporate Secretary of Precision Drilling Corporation (a public oil and gas services company) from April 2008 to December 2014 and General Counsel of Marathon Oil Canada Corporation from 2007 to 2008.

 

 

Encana Corporation

25

Annual Information Form (prepared in US$)

 



 

Mr. Williams was Executive Vice President of Corporate Services with Tervita Corporation (a private energy services company) from 2011 to 2014 and Chief Administration Officer for TransAlta Corporation (a public power company) from 2002 to 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 23, 2016, an aggregate of 700,571 common shares representing 0.08 percent of the issued and outstanding voting shares of Encana, and held options to acquire an aggregate of 3,944,161 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 describe their interest and to act honestly and in good faith with a view to the best interests of the Company.

 

 

 

Audit Committee Information

 

 

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

 

 

Composition of the Audit Committee

 

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.

 

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, a Canadian Security Analyst Certificate and an ICD.D (Institute of Corporate Directors). 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), Associated Electric & Gas Insurance Services Limited (a private mutual insurance company) and Hydro One Limited (a public utility company). She is also the Audit Committee Chair of Canadian Imperial Bank of Commerce. Ms. Peverett’s former board service includes directorships with Postmedia Network Canada Corp., Postmedia Network Inc. (a public publishing company), B.C. Ferry Authority, the Canadian Electricity Association, and the United Way of Lower Mainland (Greater Vancouver). 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.

 

Margaret A. McKenzie

 

Ms. McKenzie holds a Bachelor of Commerce (University of Saskatchewan), a designation as a Chartered Accountant and an ICD.D (Institute of Corporate Directors). She is a director of Inter Pipeline Ltd. (a public petroleum pipeline company), Bonavista Energy Corporation (a public oil and gas company), PrairieSky Royalty Ltd. (a public oil and gas company), and two private oil and natural gas companies (Spur Resources Ltd. and Endurance Energy Ltd.). She is also the Audit Committee Chair of PrairieSky Royalty Ltd. She was previously the Chief Financial Officer of Range Royalty Management Ltd. (general partner of Range Royalty Limited Partnership, a private partnership) from July 2006 to December 2014. Prior to that, she was Vice President, Finance and Chief Financial Officer of Profico Energy Management Ltd. (a private oil and gas royalty company) from 2000 to 2006 and she held various senior positions with Renaissance Energy Ltd. (a public oil and gas company) from 1987 to 2000.

 

 

Encana Corporation

26

Annual Information Form (prepared in US$)

 



 

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 public global residential and commercial building materials company). 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.

 

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). He is a Corporate Director. Mr. Shaw is a director of NuVista Energy Ltd. (a public oil and gas company), Manulife Bank of Canada (a private chartered bank), Manulife Trust Company (a private trust company), Ivey Canadian Exploration Ltd. (a private exploration company) and Lakeview Mortgage Funding Inc. (a private structured credit company). He is Chairman of the Risk Committee of Manulife Bank of Canada and also Manulife Trust Company. Mr. Shaw was a director of PrairieSky Royalty Ltd. from April 2014 until December 2014. He has experience in corporate finance, capital markets, investing activities and corporate governance gained through his 23 years 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), a designation as a Chartered Accountant and an ICD.D (Institute of Corporate Directors). He is also a Fellow of the Chartered Accountants (FCA). Mr. Waterman is a director of Enbridge Income Fund Holdings Inc. (a public pipeline and power company) and a trustee of Enbridge Commercial Trust. He is also a director of Irving Oil Limited (private oil and gas company) and Prairie Storm Energy Corp. (a private oil and gas company). Mr. Waterman was formerly a director of PrairieSky Royalty Ltd. from April 2014 until December 2014. 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 Inc., Mr. Waterman gained extensive expertise in oil and gas exploration and production operations, having spent almost 20 years in various senior roles. He was Vice-President & Chief Financial Officer of Talisman Energy Inc. (a public oil and gas company) from January 1996 to April 2000 and held various senior positions in finance, accounting and business development at Amoco Corporation, including the predecessor company Dome Petroleum Limited (a global chemical, oil and gas company, which also merged with British Petroleum in 1998), from 1981 through 1996.

 

The above list does not include Clayton H. Woitas who is an ex officio member of the Audit Committee.

 

 

Encana Corporation

27

Annual Information Form (prepared in US$)

 



 

Pre-Approval Policies and Procedures

 

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.

 

 

External Auditor Service Fees

 

The following table provides information about the fees billed to the Company for professional services rendered by PricewaterhouseCoopers LLP during fiscal 2015 and 2014.

 

(C$ thousands)

 

2015

 

2014

 

Audit Fees (1)

 

3,408

 

3,303

 

Audit-Related Fees (2)

 

235

 

877

 

Tax Fees (3)

 

661

 

940

 

All Other Fees (4)

 

5

 

4

 

Total

 

4,309

 

5,124

 

 

(1)          Audit fees consist of fees for the audit of the Company’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)          Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported as Audit Fees. During fiscal 2015 and 2014, the services provided in this category included reviews in connection with acquisitions and divestitures, research of accounting and audit-related issues and the review of reserves disclosures.

(3)        Tax fees consist of fees for tax compliance services, tax advice and tax planning. During fiscal 2015 and 2014, the services provided in this category included assistance and advice in relation to the preparation of corporate income tax returns.

(4)          During fiscal 2015 and 2014, the services provided in this category included the payment of maintenance fees associated with a research tool that grants access to a comprehensive library of financial reporting and assurance literature.

 

Encana did not rely on the de minimis exemption provided by Section (c)(7)(i)(C) of Rule 2-01 of Securities and Exchange Commission (“SEC”) Regulation S-X in 2015 or 2014.

 

 

Encana Corporation

28

Annual Information Form (prepared in US$)

 



 

 

Description of Share Capital

 

 

The Company is authorized to issue an unlimited number of common shares and Class A Preferred Shares limited to a number equal to not more than 20 percent of the issued and outstanding number of common shares at the time of the issuance. As at December 31, 2015, there were approximately 849.8 million common shares outstanding and no Class A Preferred Shares outstanding.

 

Common Shares

 

The holders of the common shares are entitled to receive dividends if, as and when declared by the Board of Directors of the Company. The holders of the common shares are entitled to receive notice of and to attend all meetings of shareholders and are entitled to one vote per common share held at all such meetings. In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the common shares will be entitled to participate rateably in any distribution of the assets of the Company.

 

Encana has share-based compensation plans that allow employees to purchase common shares of the Company. Option exercise prices approximate the market price for the common shares on the date that the options were issued. Options granted under the plan are generally fully exercisable between three to four years. Options granted under the plans prior to February 24, 2015 will expire five years after the grant date. Options granted under the plans on or subsequent to February 24, 2015 will expire seven years after the grant date.

 

The Company has an amended and restated shareholder rights plan (the “Plan”) that was adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any take-over bid for the Company. The Plan creates a right that attaches to each present and subsequently issued common share. Until the separation time, which typically occurs at the time of an unsolicited take-over bid, whereby a person acquires or attempts to acquire 20 percent or more of Encana’s common shares, the rights are not separable from the common shares, are not exercisable and no separate rights certificates are issued. Each right entitles the holder, other than the 20 percent acquirer, from and after the separation time and before certain expiration times, to acquire one common share at 50 percent of the market price at the time of exercise. Encana intends to seek shareholder approval of the Plan at the Company’s 2016 annual meeting of shareholders.

 

Class A Preferred Shares

 

Class A Preferred Shares may be issued in one or more series. The Board of Directors shall fix the number of shares in each series and may determine the designation, rights, privileges, restrictions and conditions attached to each series of Class A Preferred Shares before the issue of such series.

 

The Class A Preferred Shares are entitled to priority over the common shares of the Company, with respect to redemption, the payment of dividends, the return of capital and the distribution of assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs. Each Class A Preferred Share will have certain restrictions, including that holders of the Class A Preferred Shares are not entitled to vote at any meeting of the shareholders of the Company, but may be entitled to vote if the Company fails to pay a certain number of dividends on that series of Class A Preferred Shares, and Class A Preferred Shares will only be convertible into another series of Class A Preferred Shares (and not common shares of the Company).

 

 

Encana Corporation

29

Annual Information Form (prepared in US$)

 



 

 

Credit Ratings

 

 

The following information relating to Encana’s credit ratings is provided as it relates to Encana’s financing costs and liquidity. Specifically, credit ratings affect Encana’s ability to obtain short-term and long-term financing and the cost of such financing. Additionally, the ability of Encana to engage in certain collateralized business activities on a cost effective basis depends on the Company maintaining competitive credit ratings. A reduction in the current ratings on the Company’s debt by its rating agencies, particularly a downgrade below investment grade ratings, could adversely affect the Company’s cost of financing and its access to sources of liquidity and capital, including access to the Company’s U.S. commercial paper program. In addition, changes in credit ratings may affect the Company’s ability to, and the associated costs of, entering into normal course derivative transactions for risk management activities.

 

The following table outlines the ratings issued by the respective rating agencies as of February 23, 2016.

 

 

 

Standard & Poor’s
Ratings Services (“S&P”)

 

Moody’s Investors
Service (“Moody’s”)

 

DBRS Limited
(“DBRS”)

Long-Term - Senior Unsecured

 

BBB

 

Ba2

 

BBB

Short-Term - Commercial Paper

 

A-2

 

NP

 

-

Outlook/Trend

 

Negative

 

Stable

 

Negative

 

Credit ratings are intended to provide investors with an independent measure of credit quality of any issue of securities. The credit ratings assigned by the rating agencies are not recommendations to buy, sell or hold the securities nor do the ratings comment on market price or suitability for a particular investor. Any rating may not remain in effect for any given period of time or may be subject to revision or withdrawal at anytime by a rating agency in the future if, in its judgment, circumstances so warrant.

 

S&P’s long-term credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. A rating of BBB by S&P is within the fourth highest of ten categories and indicates that the obligation exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the issuer to meet its financial commitments. S&P’s short-term commercial paper ratings are on a scale that ranges from A-1+ to D which represents the range from highest to lowest quality. A rating of A-2 is the fourth highest of eight categories for the Company’s Canadian commercial paper program and second highest of six categories for the Company’s U.S. commercial paper program. The A-2 rating indicates satisfactory capacity of the obligor to fulfill its financial commitment on the obligation, while exhibiting higher susceptibility to changing circumstances or economic conditions than obligators in higher categories.  A Negative outlook means a rating may be lowered, however an outlook is not necessarily a precursor of a rating change or future action.

 

Moody’s long-term credit ratings are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality. A rating of Ba2 by Moody’s is within the fifth highest of nine categories and is assigned to obligations judged to have speculative elements and subject to substantial credit risk. As such, they may possess certain speculative characteristics. The addition of a 1, 2 or 3 modifier after a rating indicates the relative standing within a particular rating category. The modifier 1 indicates that the obligation ranks in the higher end of its rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of its rating category. Moody’s short-term credit ratings are on a rating scale that ranges from P-1 to NP, which represents the range from highest to lowest quality. A rating of Not Prime (“NP”) does not fall within any of the Prime rating categories. A Stable outlook indicates a low likelihood of a rating change over the medium term.

 

DBRS’ long-term credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. A rating of BBB by DBRS is within the fourth highest of ten categories and is assigned to obligations considered to be of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable though it may be vulnerable to future events. The DBRS rating trend indicates the direction the rating may move if present circumstances continue. A Negative trend is not an indication that a rating change is imminent. Rather it represents an indication that there is a greater likelihood that a rating could change in the future than would be the case if a Stable trend was assigned.

 

 

Encana Corporation

30

Annual Information Form (prepared in US$)

 



 

Encana has paid each of S&P, Moody’s and DBRS their customary fees in connection with the provision of the above ratings. Encana has also made payments to S&P, Moody’s and DBRS over the past two years for subscriptions to use their online credit analytical tools.

 

See “Risk Factors – Downgrades in Encana’s credit ratings could increase its cost of capital and limit its access to capital, suppliers or counterparties” in this Annual Information Form.

 

 

 

Market for Securities

 

 

All of the outstanding common shares of Encana are listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ECA”. The following table outlines the share price trading range and volume of shares traded by month in 2015.

 

 

 

Toronto Stock Exchange

 

 

New York Stock Exchange

 

 

Share Price Trading Range

 

Share

 

 

 

Share Price Trading Range

 

Share

 

 

High

 

Low

 

Close

 

Volume

 

 

High

 

Low

 

Close

 

Volume

 

 

(C$ per share)

 

(millions)

 

 

($ per share)

 

(millions)

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January

 

16.99

 

14.67

 

15.54

 

55.8

 

 

13.98

 

11.68

 

12.24

 

36.4

February

 

17.79

 

15.68

 

16.29

 

52.5

 

 

14.36

 

12.50

 

13.05

 

28.7

March

 

16.30

 

13.50

 

14.14

 

81.3

 

 

13.02

 

10.54

 

11.15

 

39.3

April

 

17.39

 

14.04

 

17.13

 

62.6

 

 

14.39

 

11.11

 

14.21

 

40.7

May

 

17.75

 

15.57

 

15.76

 

54.9

 

 

14.72

 

12.44

 

12.66

 

31.5

June

 

15.85

 

13.50

 

13.77

 

58.7

 

 

12.75

 

10.82

 

11.02

 

33.4

July

 

13.94

 

9.46

 

9.94

 

75.5

 

 

11.09

 

7.28

 

7.59

 

47.8

August

 

9.97

 

7.44

 

9.83

 

91.4

 

 

7.66

 

5.55

 

7.44

 

47.4

September

 

10.40

 

8.31

 

8.59

 

85.7

 

 

7.94

 

6.22

 

6.44

 

44.8

October

 

11.97

 

8.63

 

9.95

 

92.3

 

 

9.23

 

6.52

 

7.63

 

53.6

November

 

11.60

 

9.43

 

11.12

 

80.5

 

 

8.72

 

7.07

 

8.34

 

43.4

December 

 

11.29

 

6.49

 

7.03

 

109.2

 

 

8.45

 

4.66

 

5.09

 

51.4

 

Encana’s Dividend Reinvestment Plan (“DRIP”) permits the Company to issue to participating shareholders Encana common shares at a discount, as determined by the Board of Directors from time to time, to the average market price of common shares (as defined in the DRIP) for the applicable dividend payment date. On February 25, 2015, Encana announced that any dividends to shareholders participating in the DRIP would be issued from Encana’s treasury at a two percent discount to the average market price. On December 14, 2015, Encana announced that any dividends subsequent to December 31, 2015 distributed to shareholders participating in the DRIP will be issued from Encana’s treasury without a discount to the average market price unless otherwise announced by Encana via news release.

 

 

Encana Corporation

31

Annual Information Form (prepared in US$)

 



 

 

Dividends

 

 

The declaration of dividends is at the discretion of the Board of Directors and is approved quarterly. In 2015 and 2014 Encana paid a quarterly dividend of $0.07 per share ($0.28 per share annually). In 2013 Encana paid a quarterly dividend of $0.20 for the first three quarters and $0.07 for the fourth quarter ($0.67 per share annually).

 

On December 14, 2015, Encana announced that it planned to reset its annualized 2016 dividend to $0.06 per share. On February 23, 2016, the Board of Directors declared a dividend of $0.015 per share payable on March 31, 2016 to common shareholders of record as of March 15, 2016.

 

The payment of dividends is not assured. See “Risk Factors – The decision to pay dividends and the amount of such dividends is subject to the discretion of the Company’s Board of Directors based on numerous factors and may vary from time to time” in this Annual Information Form.

 

 

 

Legal Proceedings

 

 

Encana is involved in various legal claims and actions arising in the course of the Company’s operations. Although the outcome of these matters cannot be predicted with certainty and there can be no assurance that such matters will be resolved in Encana’s favour, the Company does not expect these matters to have a material adverse effect on Encana’s financial position, cash flows or results of operations. If an unfavourable outcome were to occur, there exists the possibility of a material adverse impact on the Company’s consolidated net earnings or loss in the period in which the outcome is determined.

 

See “Risk Factors – The Company is subject to claims, litigation, administrative proceedings and regulatory actions” and “Risk Factors – Encana is subject to risks associated with joint ventures and partnerships” in this Annual Information Form.

 

 

 

Risk Factors

 

 

If any event arising from the risk factors set forth below occurs, Encana’s business, prospects, financial condition, results of operations, cash flows or the trading prices of securities and in some cases its reputation could be materially adversely affected. When assessing the materiality of the foregoing risk factors, Encana takes into account a number of qualitative and quantitative factors, including, but not limited to, financial, operational, environmental, regulatory, reputational and safety aspects of the identified risk factor.

 

A substantial or extended decline in natural gas, oil or NGLs prices and price differentials could have a material adverse effect on Encana.

 

Encana’s financial performance and condition are substantially dependent on the prevailing prices of natural gas, oil and NGLs. Low natural gas, oil or NGLs prices (including a continuation of the current low commodity price environment) and significant U.S. and Canadian price differentials will have an adverse effect on the Company’s operations and financial condition and the value and amount of its reserves. Prices for natural gas, oil or NGLs fluctuate in response to changes in the supply and demand for natural gas, oil or NGLs, market uncertainty and a variety of additional factors beyond the Company’s control.

 

Natural gas prices realized by Encana are affected primarily by North American supply and demand, weather conditions, transportation and infrastructure constraints and by prices of alternate sources of energy (including refined product, coal, and renewable energy initiatives). Oil prices are largely determined by international and domestic supply and demand. Factors which affect oil prices include the actions of the Organization of Petroleum Exporting Countries, world economic conditions, government regulation, political stability in the Middle East and elsewhere, the foreign and domestic supply of oil, the price of foreign imports, the availability of alternate fuel sources, transportation and infrastructure constraints and weather conditions. Historically, NGLs prices have generally been correlated with oil prices, and are determined based on supply and demand in international and domestic NGLs markets.

 

 

Encana Corporation

32

Annual Information Form (prepared in US$)

 



 

A substantial or extended decline in the price of natural gas, oil or NGLs, or a continued low price environment for natural gas, oil or NGLs, could result in a delay or cancellation of existing or future drilling, development or construction programs or curtailment or shut-in of production at some properties or could result in unutilized long-term transportation and drilling commitments, all of which could have an adverse effect on the Company’s revenues, profitability and cash flows.

 

Natural gas and oil producers in North America, and particularly in Canada, currently receive discounted prices for their production relative to certain international prices due to constraints on their ability to transport and sell such production to international markets. A failure to resolve such constraints may result in continued discounted or reduced commodity prices realized by natural gas and oil producers, including Encana.

 

On at least an annual basis, Encana conducts an assessment of the carrying value of its assets in accordance with the applicable accounting standards. If low natural gas, oil or NGLs prices persist or further decline, the carrying value of Encana’s assets could be subject to financial downward revisions, and the Company’s net earnings could be adversely affected.

 

Encana’s ability to operate and complete projects is dependent on factors outside of its control.

 

The Company’s ability to operate, generate sufficient cash flows, and complete projects depends upon numerous factors beyond the Company’s control. In addition to commodity prices and continued market demand for its products, these non-controllable factors include general business and market conditions, economic recessions and financial market turmoil, the overall state of the capital markets, including investor appetite for investments in the oil and gas industry generally and the Company’s securities in particular, the ability to secure and maintain cost effective financing for its commitments, legislative, environmental and regulatory matters, reliance on industry partners and service providers, unexpected cost increases, royalties, taxes, volatility in natural gas, oil or NGLs prices, the availability of drilling and other equipment, the ability to access lands, the ability to access water for hydraulic fracturing operations, weather, the availability and proximity of processing and pipeline capacity, transportation interruptions and constraints, technology failures, accidents, the availability of skilled labour, and reservoir quality. In addition, some of these risks may be magnified due to the concentrated nature of funding certain assets within the Company’s portfolio of oil and natural gas properties that are operated within limited geographic areas. As a result, a number of the Company’s assets could experience any of the same risks and conditions at the same time, resulting in a relatively greater impact on the Company’s financial condition and results of operations compared to other companies that may have a more geographically diversified portfolio of properties.

 

Declines in natural gas, oil or NGLs prices or a continued low price environment for natural gas, oil or NGLs create fiscal challenges for the oil and gas industry. These conditions have impacted companies in the oil and gas industry and the Company’s spending and operating plans and may continue to do so in the future. There may be unexpected business impacts from market uncertainty, including volatile changes in currency exchange rates, inflation, interest rates, defaults of suppliers and general levels of investing and consuming activity, as well as a potential impact on the Company’s credit ratings, which could affect its liquidity and ability to obtain financing.

 

The Company undertakes a variety of projects including exploration and development projects and the construction or expansion of facilities and pipelines. Project delays may delay expected revenues and project cost overruns could make projects uneconomic.

 

All of Encana’s operations are subject to regulation and intervention by governments that can affect or prohibit the drilling, completion and tie-in of wells, production, the construction or expansion of facilities and the operation and abandonment of fields. Contract rights can be cancelled or expropriated. Changes to government regulation could impact the Company’s existing and planned projects.

 

Encana’s reserves data and future net revenue estimates are uncertain.

 

There are numerous uncertainties inherent in estimating quantities of natural gas, oil and NGLs reserves, including many factors beyond the Company’s control. The reserves data in this Annual Information Form represents estimates only. In general, estimates of economically recoverable natural gas, oil and NGLs reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as commodity prices, future operating and capital costs, availability of future capital, historical production from the properties and the assumed effects of regulation by governmental agencies, including with respect to royalty payments, all of which may vary considerably from actual results. All such estimates are to some degree uncertain, and classifications of reserves are only attempts to define the degree of uncertainty involved.

 

 

Encana Corporation

33

Annual Information Form (prepared in US$)

 



 

For those reasons, estimates of the economically recoverable natural gas, oil and NGLs reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, prepared by different engineers or by the same engineers at different times, may vary substantially. Encana’s actual production, revenues, taxes and development and operating expenditures with respect to its reserves may vary from such estimates, and such variances could be material.

 

Estimates with respect to reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves, rather than upon actual production history. Estimates based on these methods generally are less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history will result in variations, which may be material, in the estimated reserves.

 

Furthermore, estimates with respect to the reserves to be developed and produced in the future are based upon certain expectations and assumptions, including the allocation of capital, which may be subject to change.

 

If Encana fails to acquire or find additional reserves, the Company’s reserves and production will decline materially from their current levels.

 

Encana’s future natural gas, oil and NGLs reserves and production, and therefore its cash flows, are highly dependent upon its success in exploiting its current reserves base and acquiring, discovering or developing additional reserves. Without reserves additions through exploration, acquisition or development activities, the Company’s reserves and production will decline over time as reserves are depleted.

 

The business of exploring for, developing or acquiring reserves is capital intensive. In addition, part of Encana’s strategy is focused on a limited number of core assets which results in a concentration of capital and increased potential risks. To the extent that cash flows from the Company’s operations are insufficient and external sources of capital become limited, Encana’s ability to make the necessary capital investments to maintain and expand its natural gas, oil and NGLs reserves and production will be impaired. In addition, there can be no certainty that Encana will be able to find and develop or acquire additional reserves to replace production at acceptable costs.

 

The Company’s level of indebtedness may limit its financial flexibility.

 

As at December 31, 2015, the Company had total long-term debt of $5,363 million, which included a $650 million outstanding balance under its revolving credit facilities. The terms of the Company’s various financing arrangements, including but not limited to the indentures relating to its outstanding senior notes and its revolving credit facilities, impose restrictions on its ability and, in some cases, the ability of the Company’s subsidiaries, to take a number of actions that it or they may otherwise desire to take, including: (i) incurring additional debt, including guarantees of indebtedness; (ii) creating liens on the Company’s or its subsidiaries assets; and (iii) selling certain of the Company’s or its subsidiaries’ assets.

 

The Company’s level of indebtedness could affect its operations by:

 

·

 

requiring it to dedicate a portion of cash flows from operations to service its indebtedness, thereby reducing the availability of cash flow for other purposes;

 

 

 

·

 

reducing its competitiveness compared to similar companies that have less debt;

 

 

 

·

 

limiting its ability to obtain additional future financing for working capital, capital investments and acquisitions;

 

 

 

·

 

limiting its flexibility in planning for, or reacting to, changes in its business and industry; and

 

 

 

·

 

increasing its vulnerability to general adverse economic and industry conditions.

 

The Company’s ability to meet its debt obligations and service those debt obligations depends on future performance. General economic conditions, natural gas, oil or NGLs prices, and financial, business and other factors affect the Company’s operations and future performance. Many of these factors are beyond the Company’s control. If the Company is unable to satisfy its obligations with cash on hand, the Company could attempt to refinance debt or repay debt with proceeds from a public offering of securities or selling certain assets. No assurance can be given that the Company will be able to generate sufficient cash flow to pay the interest obligations on its debt, or that funds from future borrowings, equity financings or proceeds from the sale of assets will be available to pay or refinance its debt, or on terms that will be favourable to the Company. Further, future acquisitions may decrease the Company’s liquidity by using a significant portion of its available cash or borrowing capacity to finance such acquisitions, and such acquisitions could result in a significant increase in the Company’s interest expense or financial leverage if it incurs additional debt to finance such acquisitions.

 

 

Encana Corporation

34

Annual Information Form (prepared in US$)

 



 

Downgrades in Encana’s credit ratings could increase its cost of capital and limit its access to capital, suppliers or counterparties.

 

Rating agencies regularly evaluate the Company, basing their ratings of its long-term and short-term debt on a number of factors. This includes the Company’s financial strength as well as factors not entirely within its control, including conditions affecting the oil and gas industry generally and the wider state of the economy. One of the Company’s credit ratings has recently been downgraded below an investment-grade credit rating. There can be no assurance that the Company’s other credit ratings will not also be downgraded, including below an investment-grade credit rating. See “Credit Ratings” in this Annual Information Form.

 

The Company’s borrowing costs and ability to raise funds are directly impacted by its credit ratings. A downgrade may increase the cost of borrowing under the Company’s existing credit facilities, limit access to private and public markets to raise short-term and long-term debt, and negatively impact the Company’s cost of capital. Further, as a result of the recent downgrade to one of the Company’s credit ratings, access to the Company’s U.S. commercial paper program has been eliminated.

 

Credit ratings may also be important to suppliers or counterparties when they seek to engage in certain transactions. Downgrades in one or more of the Company’s credit ratings below investment-grade may require the Company to post collateral, letters of credit, cash or other forms of security as financial assurance of the Company’s performance under certain contractual arrangements with marketing counterparties, facility construction contracts, and pipeline and midstream service providers. Additionally, certain of these arrangements contain financial assurance language that may, under certain circumstances, permit the Company’s counterparties to request additional collateral.

 

In connection with certain over-the-counter derivatives contracts and other trading agreements, the Company could be required to provide additional collateral or to terminate transactions with certain counterparties based on its credit rating. The occurrence of any of the foregoing could adversely affect the Company’s ability to execute portions of its business strategy, including hedging, and could have a material adverse effect on its liquidity and capital position.

 

The Company’s business is subject to environmental regulation in all jurisdictions in which it operates and any changes in such regulation could negatively affect its results of operations.

 

All phases of the natural gas, oil or NGLs businesses are subject to environmental regulation pursuant to a variety of Canadian, U.S. and other federal, provincial, territorial, state and municipal laws and regulations (collectively, “environmental regulation”).

 

Environmental regulation imposes, among other things, restrictions, liabilities and obligations in connection with the use, generation, handling, storage, transportation, treatment and disposal of chemicals, hazardous substances and waste associated with the finding, production, transmission and storage of the Company’s products including the hydraulic fracturing of wells, the decommissioning of facilities and in connection with spills, releases and emissions of various substances to the environment. It also imposes restrictions, liabilities and obligations in connection with the management of fresh or potable water sources that are being used, or whose use is contemplated, in connection with natural gas and oil operations.

 

Environmental regulation also requires that wells, facility sites and other properties associated with Encana’s operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, certain types of operations, including exploration and development projects and changes to certain existing projects, may require the submission and approval of environmental impact assessments or permit applications. Compliance with environmental regulation can require significant expenditures, including expenditures for clean-up costs and damages arising out of contaminated properties and failure to comply with environmental regulation may result in the imposition of fines and penalties.

 

 

Encana Corporation

35

Annual Information Form (prepared in US$)

 



 

Although it is not expected that the costs of complying with environmental regulation will have a material adverse effect on Encana’s financial condition or results of operations, no assurance can be made that the costs of complying with environmental regulation in the future will not have such an effect.

 

A number of federal, provincial and state governments have announced intentions to regulate greenhouse gases and certain air pollutants. These governments are currently developing the regulatory and policy frameworks to deliver on their announcements. In most cases there are few technical details regarding the implementation and coordination of these plans to regulate emissions. However, the U.S. federal government has noted climate change action as a priority for the current administration. The U.S. Environmental Protection Agency (“EPA”) has outlined a series of steps to address methane and volatile organic compound emissions from the oil and gas industry, including a new goal to reduce oil and gas methane emissions by 40 percent to 45 percent from 2012 levels by 2025. The reductions will be achieved through yet to be announced regulatory and voluntary measures.  The Canadian federal government has announced it will work with the provinces and territories to establish a pan-Canadian climate change framework that is consistent with the outcome reached at the 21st Conference of the Parties in Paris. The Alberta government outlined its Climate Leadership Plan which includes four key areas, one of which is targeting a 45 percent reduction in methane gas emissions from oil and gas operations by 2025.

 

Additionally, the U.S. and Canadian federal governments and certain U.S. state and Canadian provincial governments continue to review certain aspects of the scientific, regulatory and policy framework under which hydraulic fracturing operations are conducted. At present, most of these governments are primarily engaged in the collection, review and assessment of technical information regarding the hydraulic fracturing process and have not provided specific details with respect to any significant actual, proposed or contemplated changes to the hydraulic fracturing regulatory construct. However, certain environmental and other groups have suggested that additional federal, provincial, territorial, state and municipal laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water sources.

 

In the state of Colorado, several cities have passed local ordinances limiting or banning certain oil and gas activities, including hydraulic fracturing. These local rule-making initiatives have not significantly impacted the Company’s operations or development plans in the state to date. Encana continues to work with state and local governments, academics and industry leaders to develop and respond to hydraulic fracturing related concerns in Colorado. The Company recognizes that additional hydraulic fracturing ballot initiatives and/or local rule-making limiting or restricting oil and gas development activities are a possibility in the future.

 

Further, certain governments in jurisdictions where the Company does not currently operate have considered or implemented moratoriums on hydraulic fracturing until further studies can be completed and some governments have adopted, and others have considered adopting, regulations that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing operations. Any new laws, regulations or permitting requirements regarding hydraulic fracturing could lead to operational delays, increased operating costs or third party or governmental claims, and could increase the Company’s cost of compliance and doing business as well as reduce the amount of natural gas and oil that the Company is ultimately able to produce from its reserves.

 

As these federal and regional programs are under development, Encana is unable to predict the total impact of the potential regulations upon its business. Therefore, it is possible that the Company could face increases in operating costs or curtailment of production in order to comply with legislation governing emissions and hydraulic fracturing.

 

Encana may not realize anticipated benefits or be subject to unknown risks from acquisitions.

 

Encana has completed a number of acquisitions in order to strengthen its position and to create the opportunity to realize certain benefits, including, among other things, potential cost savings. Achieving the benefits of acquisitions depends in part on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner, as well as being able to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations. Acquisitions could also result in difficulties in being able to hire, train or retain qualified personnel to manage and operate such properties.

 

 

Encana Corporation

36

Annual Information Form (prepared in US$)

 



 

Acquiring oil and natural gas properties requires the Company to assess reservoir and infrastructure characteristics, including estimated recoverable reserves, type curve performance and future production, commodity prices, revenues, development and operating costs and potential environmental and other liabilities. Such assessments are inexact and inherently uncertain and, as such, the acquired properties may not produce as expected, may not have the anticipated reserves and may be subject to increased costs and liabilities.

 

Although the acquired properties are reviewed prior to completion of an acquisition, such reviews are not capable of identifying all existing or potentially adverse conditions. This risk may be magnified where the acquired properties are in geographic areas where the Company has not historically operated or in new or emerging formations. New or emerging formations and areas often have limited or no production history and the Company may be less able to predict future drilling and production results over the life-cycles of the wells in such areas.

 

Further, the Company also may not be able to obtain or realize upon contractual indemnities from the seller for liabilities created prior to an acquisition and it may be required to assume the risk of the physical condition of the properties that may not perform in accordance with its expectations.

 

Encana is subject to risks associated with joint ventures and partnerships.

 

Some of Encana’s projects are conducted through joint ventures, partnerships or other arrangements, where Encana is dependent on its partners to fund their contractual share of the capital and operating expenditures related to such projects. If these partners do not approve or are unable to fund their contractual share of certain capital or operating expenditures, suspend or terminate such arrangements or otherwise fulfill their obligations, this may result in project delays or additional future costs to Encana, all of which may affect the viability of such projects.

 

These partners may also have strategic plans, objectives and interests that do not coincide with and may conflict with those of Encana. While certain operational decisions may be made solely at the discretion of Encana in its capacity as operator of certain projects, major capital and strategic decisions affecting such projects may require agreement among the partners. While Encana and its partners generally seek consensus with respect to major decisions concerning the direction and operation of the project assets, no assurance can be provided that the future demands or expectations of any party, including Encana, relating to such assets will be met satisfactorily or in a timely manner. Failure to satisfactorily meet such demands or expectations may affect Encana’s or its partners’ participation in the operation of such assets or the timing for undertaking various activities, which could negatively affect Encana’s operations and financial results. Further, Encana is involved from time to time in disputes with its partners and, as such, it may be unable to dispose of assets or interests in certain arrangements if such disputes cannot be resolved in a satisfactory or timely manner.

 

The Company may be unable to dispose of certain assets and may be required to retain liabilities for certain matters.

 

The Company may identify certain assets for disposition, which could increase capital available for other activities or reduce the Company’s existing indebtedness. Various factors could materially affect the Company’s ability to dispose of those assets or complete announced transactions, including current commodity prices, the availability of purchasers willing to purchase certain assets at prices and on terms acceptable to the Company, approval by Encana’s Board of Directors, due diligence, favourable market conditions, the assignability of joint venture, partnership or other arrangements and stock exchange, regulatory and third party approvals. These factors may also reduce the proceeds or value to Encana.

 

The Company may also retain certain liabilities for certain matters in a sale transaction. The magnitude of any such retained liabilities or indemnification obligations may be difficult to quantify at the time of the transaction and could ultimately be material. Further, certain third parties may be unwilling to release the Company from guarantees or other credit support provided prior to the sale of the divested assets. As a result, after the sale of certain assets, the Company may remain secondarily liable for the obligations guaranteed or supported to the extent that the purchaser of the assets fails to perform its obligations.

 

 

Encana Corporation

37

Annual Information Form (prepared in US$)

 



 

The decision to pay dividends and the amount of such dividends is subject to the discretion of the Company’s Board of Directors based on numerous factors and may vary from time to time.

 

Although the Company currently intends to pay quarterly cash dividends to its shareholders, these cash dividends may be reduced or suspended. The amount of cash available to the Company to pay dividends, if any, can vary significantly from period to period for a number of reasons, including, among other things: Encana’s operational and financial performance; fluctuations in the costs to produce natural gas, oil and NGLs; the amount of cash required or retained for debt service or repayment; amounts required to fund capital expenditures and working capital requirements; access to equity markets; foreign currency exchange rates and interest rates; and the risk factors set forth in this Annual Information Form.

 

The decision whether or not to pay dividends and the amount of any such dividends are subject to the discretion of the Company’s Board of Directors, which regularly evaluates the Company’s proposed dividend payments and the solvency test requirements of the CBCA. In addition, the level of dividends per common share will be affected by the number of outstanding common shares and other securities that may be entitled to receive cash dividends or other payments. Dividends may be increased, reduced or suspended depending on the Company’s operational success and the performance of its assets. The market value of the common shares may deteriorate if the Company is unable to meet dividend expectations in the future, and that deterioration may be material.

 

Encana’s risk management activities could result in realized and unrealized losses.

 

The nature of the Company’s operations results in exposure to fluctuations in commodity prices. The Company monitors its exposure to such fluctuations and, where the Company deems it appropriate, utilizes derivative financial instruments and physical delivery contracts to mitigate the potential impact of declines in natural gas, oil or NGLs prices.

 

Under U.S. GAAP, derivative financial instruments that do not qualify or are not designated as hedges for accounting purposes are fair valued with the resulting changes recognized in current period net earnings. The utilization of derivative financial instruments may therefore introduce significant volatility into the Company’s reported net earnings.

 

The terms of the Company’s various hedging agreements may limit the benefit to the Company of commodity price increases. The Company may also suffer financial loss if the Company is unable to produce natural gas, oil or NGLs, or if counterparties to the Company’s hedging agreements fail to fulfill their obligations under the hedging agreements, particularly during periods of declining commodity prices.

 

Encana’s operations are subject to the risk of business interruption and casualty losses. The Company’s insurance may not fully protect us against these risks and liabilities.

 

The Company’s business is subject to all of the operating risks normally associated with the exploration for, development of and production of natural gas, oil and NGLs and the operation of midstream facilities. These risks include blowouts, explosions, fire, gaseous leaks, migration of harmful substances and liquid spills, acts of vandalism and terrorism, any of which could cause personal injury, result in damage to, or destruction of, natural gas and oil wells or formations or production facilities and other property, equipment and the environment, as well as interrupt operations.

 

In addition, all of Encana’s operations will be subject to all of the risks normally incident to the transportation, processing, storing and marketing of natural gas, oil, NGLs and other related products, drilling and completion of natural gas and oil wells, and the operation and development of natural gas and oil properties, including encountering unexpected formations or pressures, premature declines of reservoir pressure or productivity, blowouts, equipment failures and other accidents, sour gas releases, uncontrollable flows of natural gas, oil or well fluids, adverse weather conditions, pollution and other environmental risks.

 

The Company has become increasingly dependent upon information technology systems to conduct daily operations. The Company depends on various information technology systems to estimate reserve quantities, process and record financial and operating data, analyze seismic and drilling information, and communicate with employees and third-party partners. Unauthorized access to these systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to the Company’s business activities or its competitive position. The Company applies technical and process controls in line with industry-accepted standards to protect its information assets and systems; however these controls may not adequately prevent cyber-security breaches. There is no assurance that the Company will not suffer losses associated with cyber-security breaches in the future, and the Company may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities.

 

 

Encana Corporation

38

Annual Information Form (prepared in US$)

 



 

We maintain insurance against some, but not all, of these risks and losses. The occurrence of a significant event against which Encana is not fully insured could have a material adverse effect on the Company’s financial position.

 

Fluctuations in exchange rates could affect expenses or result in realized and unrealized losses.

 

Worldwide prices for natural gas and oil are set in U.S. dollars. Many of the Company’s expenses outside of the U.S. are denominated in Canadian dollars. Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar could impact the Company’s revenue and expenses and have an adverse effect on the Company’s financial performance and condition.

 

In addition, the Company has significant U.S. dollar denominated long-term debt. Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar could result in realized and unrealized losses on U.S. dollar denominated long-term debt.

 

Encana is exposed to counterparty risk.

 

Encana is exposed to the risks associated with counterparty performance including credit risk and performance risk. Encana may experience material financial losses in the event of customer payment default for commodity sales and financial derivative transactions. Encana’s liquidity may also be impacted if any lender under the Company’s existing credit facilities is unable to fund its commitment. Performance risk can impact Encana’s operations by the non-delivery of contracted products or services by counterparties, which could impact project timelines or operational efficiency.

 

Encana does not operate all of its properties and assets.

 

Other companies operate a portion of the assets in which Encana has ownership interests. Encana will have limited ability to exercise influence over operations of these assets or their associated costs. Encana’s dependence on the operator and other working interest owners for these properties and assets, and its limited ability to influence operations and associated costs, could materially adversely affect the Company’s financial performance. The success and timing of Encana’s activities on assets operated by others therefore will depend upon a number of factors that are outside of the Company’s control, including timing and amount of capital expenditures, timing and amount of operating and maintenance expenditures, the operator’s expertise and financial resources, approval of other participants, selection of technology and risk management practices.

 

Encana has certain indemnification obligations to certain counterparties.

 

Encana has agreed to indemnify or be indemnified by numerous counterparties for certain liabilities and obligations associated with businesses or assets retained or transferred by the Company. Specifically, in relation to a corporate reorganization to split into two independent publicly traded energy companies, Encana and Cenovus Energy Inc. (“Cenovus”) have each agreed to indemnify the other for certain liabilities and obligations associated with, among other things, in the case of Encana’s indemnity, the business and assets retained by Encana, and in the case of Cenovus’s indemnity, the business and assets transferred to Cenovus. Encana also has indemnification obligations under certain acquisition and divestiture activities it has undertaken, including the activities described under “Recent Developments” in this Annual Information Form.

 

Encana cannot determine whether it will be required to indemnify certain counterparties for any substantial obligations. Encana also cannot be assured that, if a counterparty is required to indemnify Encana and its affiliates for any substantial obligations, such counterparties will be able to satisfy such obligations. Any indemnification claim against Encana pursuant to the provisions of the transaction agreements could have a material adverse effect on Encana.

 

 

Encana Corporation

39

Annual Information Form (prepared in US$)

 



 

The Company is subject to claims, litigation, administrative proceedings and regulatory actions.

 

Encana may be subject to claims, litigation, administrative proceedings and regulatory actions. The outcome of these matters may be difficult to assess or quantify, and there cannot be any assurance that such matters will be resolved in the Company’s favour. If Encana is unable to resolve such matters favourably, the Company or its directors, officers or employees may become involved in legal proceedings that could result in an onerous or unfavourable decision, including fines, sanctions, monetary damages or the inability to engage in certain operations or transactions. The defence of such matters may also be costly and time consuming, and could divert the attention of management and key personnel from the Company’s operations. Encana may also be subject to adverse publicity associated with such matters, regardless of whether such allegations are valid or whether the Company is ultimately found liable. As a result, such matters could have a material adverse effect on the Company’s reputation, financial position, results of operations or liquidity. See “Legal Proceedings” in this Annual Information Form.

 

The Company may be subject to future changes in laws.

 

Income tax laws, royalty regimes (including as contemplated in the recently announced Alberta royalty framework), environmental laws or other laws and regulations may in the future be changed or interpreted in a manner that adversely affects the Company or its securityholders. Tax authorities having jurisdiction over the Company or its shareholders could change their administrative practices, or may disagree with the manner in which the Company calculates its tax liabilities or structures its arrangements, to the detriment of the Company or its securityholders. Changes to existing laws and regulations or the adoption of new laws and regulations could also increase the Company’s cost of compliance and adversely affect the Company’s business, financial position, cash flows or results of operations.

 

The Company relies on certain key personnel and the ability to attract and retain personnel necessary for its business.

 

The Company relies on certain key personnel for the development of its business. The experience, knowledge and contributions of the Company’s existing management team and directors to the immediate and near-term operations and direction of the Company are likely to continue to be of central importance for the foreseeable future. As such, the unexpected loss of services from or retirement of such key personnel could have a material adverse effect on the Company. In addition, the competition for qualified personnel in the oil and gas industry means there can be no assurance that the Company will be able to continue to attract and retain such personnel with the required specialized skills necessary for its business.

 

 

Encana Corporation

40

Annual Information Form (prepared in US$)

 



 

 

Transfer Agents and Registrars

 

 

The registrar and transfer agent for the Company’s common shares is CST Trust Company:

 

In Canada:
CST Trust Company
P.O. Box 700, Station B
Montreal, Quebec H3B 3K3

 

In the United States:
Computershare
480 Washington Blvd.
Jersey City, New Jersey
United States of America 07310

 

In order to respond to Encana shareholder inquiries, the Company’s transfer agent has set-up a dedicated answer line. Shareholder inquiries should be directed to the following:

 

·                  Shareholders residing in Canada or the United States, please call 1-866-580-7145

·                  Shareholders residing outside of North America, please call 1-416-682-3863

 

Shareholders can also send requests via the transfer agent’s website at: www.canstockta.com/en/InvestorServices/InvestorInquiryForm

 

 

 

Interest of Experts

 

 

The Company’s independent auditors are PricewaterhouseCoopers LLP, Chartered Professional Accountants, who have issued an independent auditor’s report dated February 29, 2016 in respect of the Company’s Consolidated Financial Statements as at December 31, 2015 and December 31, 2014, and for each of the years in the three year period ended December 31, 2015, and the Company’s effectiveness of internal control over financial reporting as at December 31, 2015. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and the rules of the SEC.

 

Information relating to reserves in this Annual Information Form was calculated by GLJ Petroleum Consultants Ltd., McDaniel & Associates Consultants Ltd. and Netherland, Sewell & Associates, Inc., each of which is an independent qualified reserves evaluator.

 

The principals of each of GLJ Petroleum Consultants Ltd., McDaniel & Associates Consultants Ltd. and Netherland, Sewell & Associates, Inc., in each case, as a group own beneficially, directly or indirectly, less than one percent of any class of Encana’s securities.

 

 

Encana Corporation

41

Annual Information Form (prepared in US$)

 



 

 

Additional Information

 

 

Additional information relating to Encana is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

 

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of Encana’s securities, and securities authorized for issuance under equity compensation plans, is contained in the Information Circular for Encana’s most recent annual meeting of shareholders that involved the election of directors. Additional financial information is contained in Encana’s audited Consolidated Financial Statements and Management’s Discussion and Analysis for the year ended December 31, 2015.

 

 

 

Note Regarding Forward-Looking Statements

 

 

This Annual Information Form contains certain forward looking statements or information (collectively “forward looking statements”) within the meaning of applicable securities legislation. Forward looking statements include:

 

·  anticipated cash flow

·  expected proceeds from announced divestitures, use of proceeds therefrom, satisfaction of closing conditions and timing of closing

·  anticipated hedging and outcomes of risk management program

·  impact of commodity prices

·  anticipated future cost and operating efficiencies

·  managing risk, including the impact of changes to the royalty structure

·  statements with respect to strategic objectives

·  capital investment strategy to accelerate growth

·  maintaining a balanced portfolio with flexibility to respond to changing market conditions

·  estimated reserves and resources

·  expected production and product type

·  anticipated drilling, number of drilling rigs and the success thereof

·  anticipated drilling costs and cycle times

·  success in optimizing well and completion designs

·  expected construction of compression and processing capacity

 

·  level of expenditures and impact of environmental legislation and changes in laws or regulations

·  adequacy of provisions for abandonment and site reclamation costs

·  ability to preserve balance sheet strength

·  impact to Encana as a result of a downgrade to its credit rating

·  access to capital markets and ability to meet financial obligations and finance growth

·  shareholder approval of the Plan

·  planned annualized 2016 dividend and the declaration and payment of future dividends, if any

·  potential future discounts, if any, in connection with the DRIP

·  the continued evolution of the Company’s resource play hub model to drive greater productivity and cost efficiencies while reducing its environmental footprint

·  the adequacy of the Company’s provisions for taxes and legal claims

·  anticipated proceeds and future benefits from various joint venture, partnership and other agreements

 

Readers are cautioned against unduly relying on forward-looking statements which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or for results to differ materially from those expressed or implied. These assumptions include:

 

·  assumptions based upon the Company’s current guidance

·  availability of attractive hedges and enforceability of risk management program

·  effectiveness of the Company’s resource play hub model to drive productivity and efficiencies

·  results from innovations

·  the expectation that counterparties will fulfill their obligations under the gathering, midstream and marketing agreements

·  access to transportation and processing facilities where Encana operates

 

·  the ability to satisfy certain closing conditions, the successful closing of, and the value of post-closing and other adjustments associated with announced divestitures

·  expectations and projections made in light of, and generally consistent with, Encana’s historical experience and its perception of historical trends, including with respect to the conversion of resources into reserves, rates of advancement and innovation, the pace of technological development, the benefits achieved and general industry expectation

 

 

Encana Corporation

42

Annual Information Form (prepared in US$)

 



 

Risks and uncertainties that may affect these business outcomes include: the ability to generate sufficient cash flow to meet the Company’s obligations; risks inherent to closing announced divestitures on a timely basis or at all and adjustments that may reduce the expected proceeds and value to Encana; commodity price volatility; ability to secure adequate product transportation and potential pipeline curtailments; variability and discretion of Encana’s Board to declare and pay dividends, if any; the timing and costs of well, facilities and pipeline construction; business interruption and casualty losses or unexpected technical difficulties; counterparty and credit risk; risk and effect of a downgrade in credit rating, including below an investment-grade credit rating, and its impact on access to capital markets and other sources of liquidity; fluctuations in currency and interest rates; assumptions based upon the Company’s 2016 corporate guidance; failure to achieve anticipated results from cost and efficiency initiatives; risks inherent in marketing operations; risks associated with technology; changes in or interpretation of royalty, tax, environmental, greenhouse gas, carbon, accounting and other laws or regulations or their interpretation; risks associated with existing and potential future lawsuits and regulatory actions made against the Company; impact to the Company as a result of disputes arising with its partners, including the suspension by its partners of certain of their obligations and the inability to dispose of assets or interests in certain arrangements; the Company’s ability to acquire or find additional reserves; imprecision of reserves estimates and estimates of recoverable quantities of natural gas and liquids from resource plays and other sources not currently classified as proved, probable or possible reserves or economic contingent resources, including future net revenue estimates; risks associated with past and future divestitures of certain assets or other transactions or receive amounts contemplated under the transaction agreements (such transactions may include third-party capital investments, farm-outs or partnerships, which Encana may refer to from time to time as “partnerships” or “joint ventures” and the funds received in respect thereof which Encana may refer to from time to time as “proceeds”, “deferred purchase price” and/or “carry capital”, regardless of the legal form) as a result of various conditions not being met; and other risks and uncertainties impacting Encana’s business, as described elsewhere in this Annual Information Form or from time to time in its most recent MD&A, financial statements and Form 40-F, as filed on SEDAR and EDGAR.

 

Although Encana believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions, risks and uncertainties referenced above are not exhaustive. Forward-looking  statements are made as of the date of this document and, except as required by law, Encana undertakes  no  obligation  to  update  publicly  or  revise  any  forward-looking  statements.  The forward-looking statements contained in this document are expressly qualified by these cautionary statements.

 

 

Encana Corporation

43

Annual Information Form (prepared in US$)

 



 

 

Note Regarding Reserves Data and Other Oil and Gas Information

 

 

National Instrument 51-101 of the Canadian Securities Administrators imposes oil and gas disclosure standards for Canadian public companies engaged in oil and gas activities. The Canadian protocol disclosure is contained in Appendix A and under “Narrative Description of the Business”. In addition, certain disclosures have been prepared in accordance with U.S. disclosure requirements. The U.S. protocol disclosure is contained in Appendix D.

 

See “Reserves and Other Oil and Gas Information” in this Annual Information Form for a description of the primary differences between the disclosure requirements under the Canadian standards and the disclosure requirements under the U.S. standards.

 

All production information contained in the narrative portions of this Annual Information Form is on a net basis (after royalties), unless otherwise indicated. Certain terms in this Annual Information Form relating to oil and gas reserves and operating activities have the meaning assigned to them in NI 51-101 or are otherwise defined in this Annual Information Form.

 

 

Encana Corporation

44

Annual Information Form (prepared in US$)

 



 

 

Appendix  A - Canadian Protocol Disclosure of Reserves Data and Other Oil and Gas Information

 

 

In this Appendix, except as described otherwise in this Annual Information Form, Encana provides disclosure of its reserves and oil and gas information in accordance with the requirements of NI 51-101. See “Note Regarding Reserves Data and Other Oil and Gas Information”. The reserves and other oil and gas information set forth below has an effective date of December 31, 2015 and was prepared as of February 22, 2016.

 

Since inception, Encana has retained IQREs to evaluate and prepare reports on 100 percent of Encana’s natural gas, oil and NGLs reserves annually. For further information regarding the reserves process, see “Reserves and Other Oil and Gas Information” in this Annual Information Form.

 

The reserves data summarizes the estimated natural gas, oil and NGLs reserves of Encana and the net present values of future net revenues for these reserves using forecast prices and costs, as evaluated by Encana’s IQREs. The evaluations were prepared in accordance with procedures and standards contained in the Canadian Oil and Gas Evaluation (“COGE”) Handbook. The reserves definitions used are those contained in the COGE Handbook and NI 51-101.

 

The results of the evaluations are summarized in the tables that follow in this Appendix. All evaluations of future net revenue are after the deduction of future income tax expenses (unless otherwise noted), royalties, development costs, production costs and well abandonment costs, but before the consideration of some indirect costs and certain abandonment and reclamation costs. The estimated future net revenue does not necessarily represent the fair market value of Encana’s reserves. There is no assurance that the forecast price and cost assumptions used in preparing the evaluations will be attained and variances could be material. The reserves estimates provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. The actual reserves on Encana’s properties may be greater or less than those calculated.

 

For further information regarding the reserves process see “Reserves and Other Oil and Gas Information” in this Annual Information Form.

 

The tables included in this Appendix refer to the following product types:

 

·     Shale Gas, which includes Duvernay and Horn River in the Canadian Operations. This product type also includes natural gas associated with tight oil in Permian, Eagle Ford and Tuscaloosa Marine Shale in the USA Operations.

 

·     Coal Bed Methane, which includes coal bed methane commingled with shallow gas sands, related to Wheatland in the Canadian Operations.

 

·     Conventional Natural Gas, which includes natural gas other than coal bed methane and shale gas. This product type includes the following plays: Montney and Deep Panuke in the Canadian Operations; and DJ Basin and Piceance in the USA Operations. Excluding Deep Panuke, the formations being targeted in these plays are of low permeability and require hydraulic-fracturing to produce commercial quantities of natural gas. This product type also includes natural gas associated with tight oil in San Juan in the USA Operations.

 

·     Tight Oil, which includes Montney and Duvernay in the Canadian Operations and Eagle Ford, Permian, San Juan, DJ Basin and Tuscaloosa Marine Shale tight oil in the USA Operations. This product type also includes field condensate from the USA Operations.

 

·     Natural Gas Liquids, which includes NGLs processed from natural gas production within the plays.

 

 

 

A-1

 

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Reserves Data (Canadian Protocol)

 

Summary of Gross Oil and Gas Reserves (1)

(Forecast Prices and Costs; Before Royalties)

 

As at December 31, 2015

 

Canadian Operations

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas
  

 

Total

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

255

 

66

 

1,467

 

1,789

 

6.8

 

43.2

 

50.0

 

Developed non-producing

 

1

 

-

 

81

 

82

 

0.2

 

1.1

 

1.3

 

Undeveloped

 

202

 

-

 

865

 

1,067

 

1.8

 

59.1

 

60.9

 

Total Proved

 

458

 

66

 

2,413

 

2,938

 

8.8

 

103.4

 

112.2

 

Probable

 

374

 

31

 

2,334

 

2,738

 

2.4

 

105.1

 

107.5

 

Total Gross Proved Plus Probable

 

832

 

98

 

4,747

 

5,677

 

11.2

 

208.5

 

219.7

 

 

* Numbers may not add due to rounding

 

USA Operations

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas
  

 

Total

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

219

 

-

 

1,096

 

1,315

 

137.9

 

61.2

 

199.1

 

Developed non-producing

 

-

 

-

 

4

 

4

 

0.9

 

0.4

 

1.3

 

Undeveloped

 

124

 

-

 

203

 

327

 

124.2

 

41.9

 

166.1

 

Total Proved

 

344

 

-

 

1,302

 

1,646

 

263.0

 

103.5

 

366.6

 

Probable

 

427

 

-

 

227

 

655

 

316.5

 

101.8

 

418.2

 

Total Gross Proved Plus Probable

 

771

 

-

 

1,530

 

2,301

 

579.5

 

205.3

 

784.8

 

 

* Numbers may not add due to rounding

 

Total Encana

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas
  

 

Total

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

474

 

66

 

2,563

 

3,104

 

144.7

 

104.4

 

249.1

 

Developed non-producing

 

1

 

-

 

85

 

86

 

1.1

 

1.5

 

2.6

 

Undeveloped

 

326

 

-

 

1,068

 

1,394

 

126.0

 

101.0

 

227.1

 

Total Proved

 

802

 

66

 

3,716

 

4,584

 

271.8

 

207.0

 

478.8

 

Probable

 

801

 

31

 

2,561

 

3,393

 

318.9

 

206.8

 

525.7

 

Total Gross Proved Plus Probable

 

1,603

 

98

 

6,277

 

7,977

 

590.7

 

413.8

 

1,004.5

 

 

* Numbers may not add due to rounding

(1)

Definitions:

 

a)

“Gross” reserves are Encana’s working interest share before the deduction of estimated royalty obligations and excluding any royalty interests.

 

b)

“Reserves” are the estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, from a given date forward, based on: analysis of drilling, geological, geophysical and engineering data; the use of established technology; and specified economic conditions, which are generally accepted as being reasonable.

 

c)

“Proved” reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

 

d)

“Probable” reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater than or less than the sum of the estimated proved plus probable reserves.

 

e)

“Developed producing” are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

 

f)

“Developed non-producing” reserves are those reserves that either have not been on production, or have previously been on production, but are shut-in, and the date of resumption of production is unknown.

 

g)

“Undeveloped” reserves are those reserves that are expected to be recovered from known accumulations where a significant expenditure (i.e., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves category (proved, probable) to which they are assigned.

 

 

 

A-2

 

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Summary of Net Oil and Gas Reserves (1)

(Forecast Prices and Costs; After Royalties)

 

As at December 31, 2015

 

Canadian Operations

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas
  

 

Total

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

235

 

46

 

1,332

 

1,612

 

5.2

 

34.7

 

39.9

 

Developed non-producing

 

1

 

-

 

75

 

76

 

0.1

 

0.9

 

1.1

 

Undeveloped

 

187

 

-

 

790

 

977

 

1.3

 

49.2

 

50.5

 

Total Proved

 

422

 

46

 

2,197

 

2,666

 

6.6

 

84.8

 

91.5

 

Probable

 

342

 

21

 

2,066

 

2,429

 

1.7

 

84.5

 

86.3

 

Total Net Proved Plus Probable

 

764

 

67

 

4,263

 

5,095

 

8.3

 

169.4

 

177.7

 

 

* Numbers may not add due to rounding

 

USA Operations

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas
  

 

Total

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

168

 

-

 

973

 

1,141

 

107.9

 

48.3

 

156.2

 

Developed non-producing

 

-

 

-

 

3

 

3

 

0.7

 

0.3

 

1.1

 

Undeveloped

 

95

 

-

 

172

 

267

 

98.2

 

33.2

 

131.4

 

Total Proved

 

263

 

-

 

1,147

 

1,411

 

206.8

 

81.9

 

288.7

 

Probable

 

326

 

-

 

202

 

528

 

246.4

 

79.1

 

325.5

 

Total Net Proved Plus Probable

 

590

 

-

 

1,349

 

1,939

 

453.2

 

161.0

 

614.2

 

 

* Numbers may not add due to rounding

 

Total Encana

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas
  

 

Total

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

403

 

46

 

2,304

 

2,753

 

113.1

 

83.0

 

196.1

 

Developed non-producing

 

1

 

-

 

78

 

79

 

0.9

 

1.3

 

2.1

 

Undeveloped

 

282

 

-

 

962

 

1,244

 

99.4

 

82.5

 

181.9

 

Total Proved

 

686

 

46

 

3,345

 

4,076

 

213.4

 

166.7

 

380.1

 

Probable

 

668

 

21

 

2,268

 

2,957

 

248.1

 

163.7

 

411.8

 

Total Net Proved Plus Probable

 

1,354

 

67

 

5,613

 

7,034

 

461.5

 

330.4

 

791.9

 

 

* Numbers may not add due to rounding

(1)

Definitions:

 

a)

“Net” reserves are Encana’s working interest share after the deduction of estimated royalty obligations and including Encana’s royalty interests.

 

b)

“Reserves” are the estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, from a given date forward, based on: analysis of drilling, geological, geophysical and engineering data; the use of established technology; and specified economic conditions, which are generally accepted as being reasonable.

 

c)

“Proved” reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

 

d)

“Probable” reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater than or less than the sum of the estimated proved plus probable reserves.

 

e)

“Developed producing” are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

 

f)

“Developed non-producing” reserves are those reserves that either have not been on production, or have previously been on production, but are shut-in, and the date of resumption of production is unknown.

 

g)

“Undeveloped” reserves are those reserves that are expected to be recovered from known accumulations where a significant expenditure (i.e., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves category (proved, probable) to which they are assigned.

 

 

 

A-3

 

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Summary of Net Present Value of Future Net Revenue

(Forecast Prices and Costs; Before Tax)

 

As at December 31, 2015

 

Canadian Operations

 

 

 

Future Net Revenue Before Future Income Tax and Discounted at

($ millions)

 

0%

 

5%

 

10%

 

15%

 

20%

 

Proved

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

1,775

 

1,306

 

1,018

 

836

 

715

 

Developed non-producing

 

105

 

80

 

63

 

52

 

44

 

Undeveloped

 

2,633

 

1,533

 

947

 

606

 

394

 

Total Proved

 

4,513

 

2,919

 

2,028

 

1,494

 

1,153

 

Probable

 

7,046

 

3,641

 

2,190

 

1,448

 

1,018

 

Total Proved Plus Probable

 

11,559

 

6,560

 

4,218

 

2,942

 

2,171

 

 

USA Operations

 

 

 

Future Net Revenue Before Future Income Tax and Discounted at

($ millions)

 

0%

 

5%

 

10%

 

15%

 

20%

 

Proved

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

5,155

 

3,714

 

2,898

 

2,382

 

2,030

 

Developed non-producing

 

22

 

12

 

7

 

4

 

2

 

Undeveloped

 

3,721

 

1,970

 

1,086

 

591

 

293

 

Total Proved

 

8,898

 

5,696

 

3,991

 

2,977

 

2,325

 

Probable

 

12,421

 

5,982

 

3,193

 

1,789

 

1,008

 

Total Proved Plus Probable

 

21,319

 

11,678

 

7,184

 

4,766

 

3,333

 

 

Total Encana

 

 

 

Future Net Revenue Before Future Income Tax and Discounted at

($ millions)

 

0%

 

5%

 

10%

 

15%

 

20%

 

Proved

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

6,930

 

5,020

 

3,916

 

3,218

 

2,745

 

Developed non-producing

 

127

 

92

 

70

 

56

 

46

 

Undeveloped

 

6,354

 

3,503

 

2,033

 

1,197

 

687

 

Total Proved

 

13,411

 

8,615

 

6,019

 

4,471

 

3,478

 

Probable

 

19,467

 

9,623

 

5,383

 

3,237

 

2,026

 

Total Proved Plus Probable

 

32,878

 

18,238

 

11,402

 

7,708

 

5,504

 

 

 

 

A-4

 

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Summary of Net Present Value of Future Net Revenue

(Forecast Prices and Costs; After Tax)

 

As at December 31, 2015

 

Canadian Operations

 

 

 

Future Net Revenue After Future Income Tax and Discounted at

($ millions)

 

0%

 

5%

 

10%

 

15%

 

20%

 

Proved

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

1,604

 

1,216

 

967

 

807

 

696

 

Developed non-producing

 

75

 

59

 

48

 

40

 

35

 

Undeveloped

 

1,937

 

1,084

 

630

 

367

 

206

 

Total Proved

 

3,616

 

2,359

 

1,645

 

1,214

 

937

 

Probable

 

5,159

 

2,609

 

1,522

 

971

 

659

 

Total Proved Plus Probable

 

8,775

 

4,968

 

3,167

 

2,185

 

1,596

 

 

USA Operations

 

 

 

Future Net Revenue After Future Income Tax and Discounted at

($ millions)

 

0%

 

5%

 

10%

 

15%

 

20%

 

Proved

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

5,155

 

3,708

 

2,887

 

2,368

 

2,012

 

Developed non-producing

 

22

 

13

 

7

 

4

 

3

 

Undeveloped

 

3,693

 

1,967

 

1,091

 

599

 

302

 

Total Proved

 

8,870

 

5,688

 

3,985

 

2,971

 

2,317

 

Probable

 

7,952

 

4,025

 

2,230

 

1,273

 

714

 

Total Proved Plus Probable

 

16,822

 

9,713

 

6,215

 

4,244

 

3,031

 

 

Total Encana

 

 

 

Future Net Revenue After Future Income Tax and Discounted at

($ millions)

 

0%

 

5%

 

10%

 

15%

 

20%

 

Proved

 

 

 

 

 

 

 

 

 

 

 

Developed producing

 

6,759

 

4,924

 

3,854

 

3,175

 

2,708

 

Developed non-producing

 

97

 

72

 

55

 

44

 

38

 

Undeveloped

 

5,630

 

3,051

 

1,721

 

966

 

508

 

Total Proved

 

12,486

 

8,047

 

5,630

 

4,185

 

3,254

 

Probable

 

13,111

 

6,634

 

3,752

 

2,244

 

1,373

 

Total Proved Plus Probable

 

25,597

 

14,681

 

9,382

 

6,429

 

4,627

 

 

 

 

A-5

 

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Additional Information Concerning Future Net Revenue

(Forecast Prices and Costs; Undiscounted)

 

As at December 31, 2015

 

 

 

 

Canadian Operations

 

USA Operations

 

Total

($ millions)

 

Proved

 

Proved Plus
Probable

 

Proved

 

Proved Plus
Probable

 

Proved

 

Proved Plus
Probable

 

Revenues

 

16,661

 

36,287

 

27,125

 

59,671

 

43,786

 

95,958

 

Royalties and production / mineral taxes

 

2,256

 

5,153

 

6,757

 

15,683

 

9,013

 

20,836

 

Operating costs

 

7,066

 

14,114

 

7,624

 

12,695

 

14,690

 

26,809

 

Development costs

 

2,098

 

4,592

 

3,282

 

9,252

 

5,380

 

13,844

 

Abandonment and reclamation costs

 

728

 

869

 

564

 

722

 

1,292

 

1,591

 

Future net revenue, before income taxes

 

4,513

 

11,559

 

8,898

 

21,319

 

13,411

 

32,878

 

Income taxes

 

897

 

2,784

 

28

 

4,497

 

925

 

7,281

 

Future Net Revenue, After Income Taxes

 

3,616

 

8,775

 

8,870

 

16,822

 

12,486

 

25,597

 

 

 

Future Net Revenue by Production Type

(Forecast Prices and Costs)

 

As at December 31, 2015

 

 

Reserves Category

 

Product Type

 

Future Net Revenue
Before Income Taxes
discounted at 10%/yr

 

Unit Value       

 

Proved

 

Shale Gas (including by-products)

 

687

 

1.63

 

$/Mcf (1)

 

 

 

Coal Bed Methane (including by-products)

 

(137

)

(3.00

)

$/Mcf (1)

 

 

 

Conventional Natural Gas (including by-products)

 

2,897

 

0.88

 

$/Mcf (1)

 

 

 

Tight Oil (including solution gas and other by-products)

 

2,572

 

15.06

 

$/bbl (2)

 

 

 

Total

 

6,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Plus Probable

 

Shale Gas (including by-products)

 

1,407

 

1.84

 

$/Mcf (1)

 

 

 

Coal Bed Methane (including by-products)

 

(120

)

(1.79

)

$/Mcf (1)

 

 

 

Conventional Natural Gas (including by-products)

 

4,761

 

0.87

 

$/Mcf (1)

 

 

 

Tight Oil (including solution gas and other by-products)

 

5,354

 

13.47

 

$/bbl (2)

 

 

 

Total

 

11,402

 

 

 

 

 

 

(1)                Unit values are based on net natural gas reserves volumes.

(2)                Unit values are based on net oil reserves volumes.

 

 

 

A-6

 

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Price Assumptions (Forecast Prices)

 

The following table of natural gas and oil benchmark prices, exchange rates and inflation rates summarizes the assumptions utilized by the IQREs in estimating Encana’s reserves data using forecast prices and costs. NGLs prices (ethane, propane, butanes, pentanes plus, condensate or mixtures thereof) are typically referenced to delivery points such as Edmonton (Alberta), Conway (Kansas) and Mont Belvieu (Texas). All forecast prices utilized were based on the average of commodity price forecasts effective January 1, 2016 from GLJ Petroleum Consultants Ltd., Sproule Associates Ltd. and McDaniel & Associates Consultants Ltd. (each of which is available on their respective websites at www.gljpc.com, www.sproule.com and www.mcdan.com).

 

 

 

 

Natural Gas

 

Oil

 

Foreign
Exchange
Rate

 

Inflation
Rate

 

Year

 

Henry Hub
($/MMBtu)

 

AECO
(C$/MMBtu)

 

WTI
($/bbl)

 

Edmonton (1)
(C$/bbl)

 

US$/C$

 

%/yr

 

2015 (2,3)

 

2.66

 

2.79

 

48.80

 

57.21

 

0.7820

 

 

 

2016

 

2.45

 

2.57

 

44.67

 

55.89

 

0.7350

 

0.7

 

2017

 

3.02

 

3.14

 

55.20

 

66.47

 

0.7667

 

1.3

 

2018

 

3.40

 

3.47

 

63.47

 

73.21

 

0.8017

 

1.8

 

2019

 

3.73

 

3.80

 

71.00

 

81.35

 

0.8167

 

1.8

 

2020

 

3.95

 

3.99

 

74.77

 

84.57

 

0.8333

 

1.8

 

2021-2030

 

4.12 - 5.11

 

4.13 - 5.15

 

78.24 - 97.40

 

87.88 - 109.49

 

0.8417

 

1.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thereafter

 

+1.8%/yr

 

+1.8%/yr

 

+1.8%/yr

 

+1.8%/yr

 

0.8417

 

1.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)          Light Sweet.

(2)          Actual weighted average historical prices for 2015.

(3)          Encana’s weighted average prices before royalties for 2015 excluding the impact of realized hedging were $2.66/Mcf for natural gas, $43.41/bbl for oil and $21.25/bbl for NGLs.

 

 

 

A-7

 

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Reconciliation of Changes in Reserves (Before Royalties)

 

The following tables provide a reconciliation of Encana’s gross reserves of natural gas, oil and NGLs for the year ended December 31, 2015, presented using forecast prices and costs.

 

Proved Reserves

(Forecast Prices and Costs; Before Royalties)

 

Canadian Operations

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

383

 

701

 

2,668

 

3,752

 

 

 

14.0

 

83.1

 

97.2

 

 

722.5

 

Extensions and improved recovery

 

194

 

-

 

266

 

460

 

 

 

0.3

 

39.6

 

39.9

 

 

116.5

 

Technical revisions

 

(21

)

(52

)

(84

)

(157

)

 

 

(0.9

)

(3.4

)

(4.3

)

 

(30.5

)

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

-

 

(459

)

(1

)

(459

)

 

 

(1.6

)

(0.4

)

(2.0

)

 

(78.6

)

Economic factors

 

(61

)

(79

)

(134

)

(274

)

 

 

(0.4

)

(6.3

)

(6.8

)

 

(52.5

)

Production

 

(36

)

(45

)

(302

)

(383

)

 

 

(2.6

)

(9.1

)

(11.8

)

 

(75.5

)

December 31, 2015

 

458

 

66

 

2,413

 

2,938

 

 

 

8.8

 

103.4

 

112.2

 

 

601.9

 

 

* Numbers may not add due to rounding

 

USA Operations

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

1,205

 

-

 

1,507

 

2,712

 

 

 

244.3

 

113.3

 

357.6

 

 

809.5

 

Extensions and improved recovery

 

103

 

-

 

51

 

154

 

 

 

72.2

 

24.2

 

96.4

 

 

122.0

 

Technical revisions

 

63

 

-

 

178

 

241

 

 

 

31.2

 

0.2

 

31.5

 

 

71.7

 

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

(839

)

-

 

(83

)

(923

)

 

 

(1.4

)

(4.3

)

(5.7

)

 

(159.5

)

Economic factors

 

(66

)

-

 

(177

)

(244

)

 

 

(45.3

)

(19.1

)

(64.4

)

 

(105.0

)

Production

 

(121

)

-

 

(173

)

(295

)

 

 

(37.9

)

(10.8

)

(48.7

)

 

(97.9

)

December 31, 2015

 

344

 

-

 

1,302

 

1,646

 

 

 

263.0

 

103.5

 

366.6

 

 

640.9

 

 

* Numbers may not add due to rounding

 

Total Encana

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

1,588

 

701

 

4,175

 

6,463

 

 

 

258.4

 

196.4

 

454.7

 

 

1,532.0

 

Extensions and improved recovery

 

297

 

-

 

317

 

614

 

 

 

72.5

 

63.8

 

136.2

 

 

238.5

 

Technical revisions

 

42

 

(52

)

94

 

84

 

 

 

30.3

 

(3.1

)

27.2

 

 

41.2

 

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

(839

)

(459

)

(84

)

(1,382

)

 

 

(3.1

)

(4.7

)

(7.7

)

 

(238.1

)

Economic factors

 

(127

)

(79

)

(311

)

(518

)

 

 

(45.8

)

(25.4

)

(71.2

)

 

(157.5

)

Production

 

(158

)

(45

)

(475

)

(677

)

 

 

(40.5

)

(20.0

)

(60.5

)

 

(173.4

)

December 31, 2015

 

802

 

66

 

3,716

 

4,584

 

 

 

271.8

 

207.0

 

478.8

 

 

1,242.8

 

 

* Numbers may not add due to rounding

 

 

 

A-8

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Probable Reserves

(Forecast Prices and Costs; Before Royalties)

 

Canadian Operations

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

180

 

191

 

2,158

 

2,529

 

 

 

5.1

 

72.4

 

77.5

 

 

498.9

 

Extensions and improved recovery

 

193

 

-

 

519

 

712

 

 

 

-

 

47.8

 

47.8

 

 

166.5

 

Technical revisions

 

43

 

(48

)

(164

)

(170

)

 

 

(2.2

)

(6.1

)

(8.3

)

 

(36.5

)

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

-

 

(97

)

-

 

(97

)

 

 

(0.4

)

(0.1

)

(0.5

)

 

(16.7

)

Economic factors

 

(42

)

(14

)

(179

)

(236

)

 

 

(0.1

)

(8.9

)

(9.0

)

 

(48.3

)

Production

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

December 31, 2015

 

374

 

31

 

2,334

 

2,738

 

 

 

2.4

 

105.1

 

107.5

 

 

563.9

 

 

* Numbers may not add due to rounding

 

USA Operations

 

 

Natural Gas (Bcf)

 

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed Methane

 

 

Conventional Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

514

 

-

 

755

 

1,269

 

 

 

468.8

 

142.2

 

611.0

 

 

822.4

 

Extensions and improved recovery

 

303

 

-

 

46

 

350

 

 

 

182.0

 

60.4

 

242.4

 

 

300.6

 

Technical revisions

 

(295

)

-

 

(557

)

(851

)

 

 

(323.1

)

(97.0

)

(420.1

)

 

(562.0

)

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

(93

)

-

 

-

 

(93

)

 

 

(7.7

)

(2.1

)

(9.9

)

 

(25.3

)

Economic factors

 

(3

)

-

 

(17

)

(19

)

 

 

(3.4

)

(1.7

)

(5.1

)

 

(8.3

)

Production

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

December 31, 2015

 

427

 

-

 

227

 

655

 

 

 

316.5

 

101.8

 

418.2

 

 

527.4

 

 

* Numbers may not add due to rounding

 

Total Encana

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

694

 

191

 

2,913

 

3,798

 

 

 

473.9

 

214.6

 

688.4

 

 

1,321.3

 

Extensions and improved recovery

 

496

 

-

 

565

 

1,062

 

 

 

182.0

 

108.2

 

290.2

 

 

467.2

 

Technical revisions

 

(252

)

(48

)

(721

)

(1,021

)

 

 

(325.3

)

(103.1

)

(428.4

)

 

(598.6

)

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

(93

)

(97

)

-

 

(190

)

 

 

(8.2

)

(2.2

)

(10.4

)

 

(42.1

)

Economic factors

 

(45

)

(14

)

(196

)

(255

)

 

 

(3.5

)

(10.6

)

(14.1

)

 

(56.6

)

Production

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

December 31, 2015

 

801

 

31

 

2,561

 

3,393

 

 

 

318.9

 

206.8

 

525.7

 

 

1,091.3

 

 

* Numbers may not add due to rounding

 

 

 

A-9

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Proved Plus Probable Reserves

(Forecast Prices and Costs; Before Royalties)

 

Canadian Operations

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

563

 

891

 

4,826

 

6,280

 

 

 

19.1

 

155.5

 

174.6

 

 

1,221.4

 

Extensions and improved recovery

 

387

 

-

 

785

 

1,172

 

 

 

0.3

 

87.4

 

87.7

 

 

283.0

 

Technical revisions

 

22

 

(100

)

(249

)

(327

)

 

 

(3.1

)

(9.4

)

(12.5

)

 

(67.0

)

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

-

 

(556

)

(1

)

(557

)

 

 

(2.1

)

(0.5

)

(2.6

)

 

(95.4

)

Economic factors

 

(103

)

(94

)

(313

)

(510

)

 

 

(0.5

)

(15.3

)

(15.8

)

 

(100.7

)

Production

 

(36

)

(45

)

(302

)

(383

)

 

 

(2.6

)

(9.1

)

(11.8

)

 

(75.5

)

December 31, 2015

 

832

 

98

 

4,747

 

5,677

 

 

 

11.2

 

208.5

 

219.7

 

 

1,165.8

 

 

* Numbers may not add due to rounding

 

USA Operations

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

1,719

 

-

 

2,262

 

3,980

 

 

 

713.1

 

255.5

 

968.5

 

 

1,631.9

 

Extensions and improved recovery

 

406

 

-

 

97

 

504

 

 

 

254.1

 

84.6

 

338.7

 

 

422.7

 

Technical revisions

 

(232

)

-

 

(379

)

(610

)

 

 

(291.9

)

(96.8

)

(388.7

)

 

(490.3

)

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

(932

)

-

 

(83

)

(1,015

)

 

 

(9.2

)

(6.4

)

(15.6

)

 

(184.8

)

Economic factors

 

(69

)

-

 

(194

)

(263

)

 

 

(48.7

)

(20.8

)

(69.5

)

 

(113.3

)

Production

 

(121

)

-

 

(173

)

(295

)

 

 

(37.9

)

(10.8

)

(48.7

)

 

(97.9

)

December 31, 2015

 

771

 

-

 

1,530

 

2,301

 

 

 

579.5

 

205.3

 

784.8

 

 

1,168.3

 

 

* Numbers may not add due to rounding

 

Total Encana

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

 

Shale Gas

 

Coal Bed
Methane

 

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

Total
(MMBOE)

December 31, 2014

 

2,282

 

891

 

7,088

 

10,261

 

 

 

732.2

 

411.0

 

1,143.2

 

 

2,853.3

 

Extensions and improved recovery

 

793

 

-

 

882

 

1,675

 

 

 

254.5

 

171.9

 

426.4

 

 

705.7

 

Technical revisions

 

(210

)

(100

)

(627

)

(937

)

 

 

(295.0

)

(106.2

)

(401.2

)

 

(557.3

)

Discoveries

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Acquisitions

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

 

-

 

Dispositions

 

(932

)

(556

)

(84

)

(1,572

)

 

 

(11.2

)

(6.9

)

(18.1

)

 

(280.1

)

Economic factors

 

(172

)

(94

)

(507

)

(773

)

 

 

(49.2

)

(36.1

)

(85.3

)

 

(214.0

)

Production

 

(158

)

(45

)

(475

)

(677

)

 

 

(40.5

)

(20.0

)

(60.5

)

 

(173.4

)

December 31, 2015

 

1,603

 

98

 

6,277

 

7,977

 

 

 

590.7

 

413.8

 

1,004.5

 

 

2,334.1

 

 

* Numbers may not add due to rounding

 

 

 

A-10

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Undeveloped Reserves, Significant Factors or Uncertainties and Future Development Costs

 

Undeveloped Reserves

(Forecast Prices and Costs; Before Royalties)

 

Proved and probable undeveloped reserves are attributed where warranted on the basis of economics, technical merit, commercial considerations and development plans. These development opportunities are being pursued at a pace dependent on capital availability and allocation. As a result, development is scheduled beyond the next two years. Proved and probable undeveloped reserves at December 31, 2015 are scheduled for development within the next five and eight years, respectively, except in areas where takeaway capacity is restricted, primarily the Montney, where probable reserves are scheduled to be developed within the next ten years. Proved and probable undeveloped reserves are reviewed annually for retention or reclassification if development has not proceeded as previously planned.

 

The following tables disclose, for each product type, the volumes of proved undeveloped and probable undeveloped reserves that were first attributed in each of the three most recent financial years. First attributed volumes are those which were initially booked in the year in question.

 

Proved Undeveloped Reserves

 

Natural Gas (Bcf)

 

 

 

Shale Gas

 

Coal Bed Methane

 

Conventional Natural
Gas

 

Total

 

 

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

2013

 

137

 

646

 

-

 

122

 

823

 

2,622

 

960

 

3,390

 

2014

 

637

 

680

 

-

 

100

 

317

 

1,206

 

954

 

1,986

 

2015

 

257

 

326

 

-

 

-

 

264

 

1,068

 

520

 

1,394

 

 

* Numbers may not add due to rounding

 

Proved Undeveloped Reserves

 

 

 

 

 

Oil & NGLs (MMbbls)

 

 

 

 

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

 

 

 

 

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

2013

 

 

 

 

 

23.0

 

39.5

 

40.4

 

100.7

 

63.5

 

140.2

 

2014

 

 

 

 

 

93.1

 

105.5

 

53.2

 

88.1

 

146.3

 

193.5

 

2015

 

 

 

 

 

52.4

 

126.0

 

53.8

 

101.0

 

106.2

 

227.1

 

 

* Numbers may not add due to rounding

 

 

 

Probable Undeveloped Reserves

Natural Gas (Bcf)

 

 

 

Shale Gas

 

Coal Bed Methane

 

Conventional Natural
Gas

 

Total

 

 

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

2013

 

923

 

1,054

 

-

 

11

 

1,020

 

2,580

 

1,943

 

3,645

 

2014

 

516

 

540

 

-

 

11

 

505

 

2,371

 

1,021

 

2,921

 

2015

 

492

 

714

 

-

 

-

 

549

 

2,037

 

1,042

 

2,751

 

 

* Numbers may not add due to rounding

 

 

 

 

Probable Undeveloped Reserves

 

Oil & NGLs (MMbbls)

 

 

 

 

 

 

 

Tight Oil

 

NGLs

 

Total

 

 

 

 

 

 

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

First
Attributed

 

Total at
Year End

 

2013

 

 

 

 

 

35.4

 

42.7

 

46.9

 

92.3

 

82.2

 

134.9

 

2014

 

 

 

 

 

458.3

 

467.5

 

156.4

 

201.6

 

614.8

 

669.1

 

2015

 

 

 

 

 

167.5

 

300.8

 

106.8

 

187.2

 

274.4

 

487.9

 

 

* Numbers may not add due to rounding

 

 

 

A-11

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Significant Factors or Uncertainties

 

The development schedule of the Company’s undeveloped reserves is based on forecast price assumptions for the determination of economic projects. The actual prices that occur may be significantly lower or higher resulting in some projects being delayed or accelerated, as the case may be. For further information see “Risk Factors” in this Annual Information Form.

 

Encana’s reserves can be affected significantly by fluctuations in product pricing, capital expenditures, operating costs, royalty regimes and well performance. Encana expects to incur abandonment and reclamation costs as existing oil and gas properties are abandoned and reclaimed. Abandonment and reclamation costs are based on estimates of reserve lives, expected costs at settlement and future inflation rates. For the purposes of the reserves evaluations prepared by the IQREs, costs deducted as abandonment and reclamation costs in estimating future net revenue do not include abandonment and reclamation costs of facilities, pipelines or wells without reserves. In 2015, expenditures for normal compliance with environmental regulations, as well as expenditures beyond normal compliance, were not material. In addition, there were no significant abandonment and reclamation costs, unusually high development costs or contractual obligations relating to production at below market prices.

 

Future Development Costs

 

The table below summarizes Encana’s development costs deducted in the estimation of future net revenue attributable to proved reserves and proved plus probable reserves, using undiscounted forecast prices and costs.

 

 

 

Canadian Operations

 

USA Operations

 

Total Encana

 

($ millions)

 

Proved

 

Proved Plus
Probable

 

Proved

 

Proved Plus
Probable

 

Proved

 

Proved Plus
Probable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

182

 

270

 

428

 

871

 

610

 

1,141

 

2017

 

326

 

417

 

623

 

1,307

 

949

 

1,724

 

2018

 

292

 

577

 

596

 

1,515

 

888

 

2,092

 

2019

 

529

 

843

 

793

 

1,255

 

1,322

 

2,098

 

2020

 

567

 

854

 

521

 

1,533

 

1,088

 

2,387

 

Remainder

 

202

 

1,631

 

321

 

2,771

 

523

 

4,402

 

Total

 

2,098

 

4,592

 

3,282

 

9,252

 

5,380

 

13,844

 

 

Future development costs are associated with reserves as evaluated by the IQREs and do not necessarily represent Encana’s exploration and development budget. Encana expects to fund its future development costs with future cash flows, available cash balances, divestitures, joint ventures, or a combination of these. In addition, the Company currently has available capacity on its credit facilities and shelf prospectus.

 

 

 

A-12

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Tax Horizon

 

Based on the current tax regimes, Encana’s available tax attributes, anticipated level of cash flow and capital spending, Encana currently estimates that it will pay income tax in 2016. Taxable income varies depending on total income and expenses and Encana’s estimate is sensitive to assumptions regarding commodity prices, production, cash flow and capital spending levels and acquisition and disposition transactions. Encana’s tax pools, tax basis, loss carry-forward and other tax credits that can be used to shelter future taxable income can be found in Note 7 of Encana’s audited Consolidated Financial Statements for the year ended December 31, 2015.

 

 

Costs Incurred

 

The following table summarizes capital investments related to Encana’s activities for the year ended December 31, 2015.

 

($ millions)

 

Canadian
Operations

 

USA
Operations

 

Total

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

 

 

 

 

 

Unproved

 

2

 

15

 

17

 

Proved

 

7

 

12

 

19

 

Total acquisitions

 

9

 

27

 

36

 

Exploration costs

 

3

 

3

 

6

 

Development costs

 

377

 

1,844

 

2,221

 

Total costs incurred

 

389

 

1,874

 

2,263

 

 

 

 

A-13

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Location of Oil and Gas Wells

 

The following table summarizes Encana’s interests in natural gas or oil wells which are producing, or the Company considers capable of production, as at December 31, 2015.

 

For additional information on the location of Encana’s properties, plants, facilities and installations, refer to “Narrative Description of the Business” in this Annual Information Form.

 

 

 

Producing Gas

 

Producing Oil

 

Total Producing (1,2)

 

Non-Producing
Gas

 

Non-Producing
Oil

 

Total
Non- Producing (3)

(number of wells)

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alberta

 

5,746

 

5,517

 

112

 

86

 

5,858

 

5,603

 

383

 

259

 

63

 

35

 

446

 

294

 

British Columbia

 

960

 

849

 

-

 

-

 

960

 

849

 

159

 

120

 

3

 

-

 

162

 

120

 

Nova Scotia

 

4

 

4

 

-

 

-

 

4

 

4

 

-

 

-

 

-

 

-

 

-

 

-

 

Total Canadian Operations

 

6,710

 

6,370

 

112

 

86

 

6,822

 

6,456

 

542

 

379

 

66

 

35

 

608

 

414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Colorado

 

5,823

 

4,321

 

-

 

-

 

5,823

 

4,321

 

66

 

33

 

-

 

-

 

66

 

33

 

Louisiana

 

32

 

16

 

5

 

5

 

37

 

21

 

-

 

-

 

-

 

-

 

-

 

-

 

Mississippi

 

-

 

-

 

42

 

27

 

42

 

27

 

-

 

-

 

-

 

-

 

-

 

-

 

Montana

 

-

 

-

 

1

 

-

 

1

 

-

 

1

 

1

 

-

 

-

 

1

 

1

 

North Dakota

 

1

 

-

 

22

 

-

 

23

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

New Mexico

 

157

 

55

 

195

 

165

 

352

 

220

 

-

 

-

 

-

 

-

 

-

 

-

 

Texas

 

-

 

-

 

1,841

 

1,733

 

1,841

 

1,733

 

-

 

-

 

26

 

25

 

26

 

25

 

Utah

 

1

 

1

 

-

 

-

 

1

 

1

 

-

 

-

 

-

 

-

 

-

 

-

 

Wyoming

 

191

 

175

 

-

 

-

 

191

 

175

 

30

 

28

 

-

 

-

 

30

 

28

 

Total USA Operations

 

6,205

 

4,568

 

2,106

 

1,930

 

8,311

 

6,498

 

97

 

62

 

26

 

25

 

123

 

87

 

Total Encana

 

12,915

 

10,938

 

2,218

 

2,016

 

15,133

 

12,954

 

639

 

441

 

92

 

60

 

731

 

501

 

 

(1)    Encana has varying royalty interests in approximately 2,540 natural gas wells and approximately 100 oil wells which are producing or capable of producing.

(2)    Includes wells containing multiple completions as follows: approximately 11,396 gross natural gas wells (10,625 net wells); and approximately 65 gross oil wells (44 net wells).

(3)    “Non-producing” wells refer to wells that are capable of producing oil or natural gas, but which are not producing due to the timing of well completions and/or waiting to be tied in which is anticipated to occur in 2016, or are wells that are temporarily shut-in due to market conditions, but not yet abandoned. All non-producing oil and natural gas wells considered capable of producing are located near existing infrastructure and/or within economic distance of transportation.

 

 

 

A-14

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Landholdings with No Attributed Reserves

 

The following table summarizes the gross and net acres with no attributed reserves in which Encana has an interest as at December 31, 2015 and the net acres with no attributed reserves for which we expect the Company’s rights to explore, develop and exploit to expire during 2016.

 

(thousands of acres)

 

Gross Acres (1)

 

Net Acres (1)

 

Net Acres
Expiring

Within One
Year

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

Alberta

 

1,338

 

896

 

66

British Columbia

 

808

 

545

 

70

Newfoundland and Labrador

 

35

 

2

 

-

Northwest Territories

 

45

 

12

 

-

Nova Scotia

 

21

 

10

 

-

Total Canada

 

2,247

 

1,465

 

136

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

Colorado

 

787

 

712

 

6

Louisiana

 

77

 

25

 

-

Mississippi

 

196

 

155

 

24

New Mexico

 

326

 

183

 

1

Texas

 

126

 

130

 

13

Wyoming

 

18

 

17

 

-

Other

 

10

 

8

 

-

Total United States

 

1,540

 

1,230

 

44

 

 

 

 

 

 

 

International

 

 

 

 

 

 

Australia

 

104

 

40

 

-

Total International

 

104

 

40

 

-

 

 

 

 

 

 

 

Total

 

3,891

 

2,735

 

180

 

(1)         Properties with different formations under the same surface area and subject to separate leases have been calculated on an aerial basis, as such gross and net acreage have only been counted once.

 

Development of resources on lands with no attributed reserves includes a number of significant economic and technical factors. Estimations of recoverable resources are highly uncertain in areas with little or no development primarily due to geologic risk, uncertainty in fluid type and other reservoir characteristics.

 

The successful development of resources requires significant financial investment that may be dependent on fluctuations in commodity prices. In addition, the availability of processing and transportation infrastructure, including roads, pipelines and pipeline capacity, and fiscal and regulatory frameworks may impact the timing of resource development. Forecast commodity rates, capital expenditures and operating costs may result in a project being delayed or canceled due to the resulting anticipated economic value. Undeveloped resources may also be subject to future internal and external project approvals or other timing restrictions that may result in the resources development being deferred.

 

The Company is also subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. Environmental hazards may exist on acquired properties, which are unknown to the Company at present and may have been caused by previous owners or operators of the properties. The Company could become liable for such environmental hazards even where it has attempted to contractually limit its liability. There are no significant abandonment and reclamation costs, unusually high development costs or contractual obligations that may affect anticipated development or production activities on properties with no attributed reserves.

 

 

 

A-15

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Exploration and Development Activities

 

The following tables summarize Encana’s gross participation and net interest in wells drilled for the periods indicated. See “Narrative Description of the Business” in this Annual Information Form for discussion on Encana’s most important current and likely exploration and development activities.

 

Exploration Wells Drilled (1,2)

 

 

 

Gas

 

Oil

 

Service

 

Dry and
Abandoned

 

Royalty

 

Total

 

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Gross

 

Net

 

2015 (3,4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1

 

1

 

-

 

USA Operations

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

Total

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1

 

1

 

-

 

 

 

(1)    “Gross” wells are the total number of wells in which Encana has an interest.

(2)    “Net” wells are the number of wells obtained by aggregating Encana’s working interest in each of its gross wells.

(3)    As at December 31, 2015, Encana was in the process of drilling exploratory wells of approximately 1 gross well (1 net well) in Canada.

(4)    As at December 31, 2015, there were no stratigraphic wells drilled.

 

 

Development Wells Drilled (1,2)

 

 

 

Gas

 

Oil

 

Service

 

Dry and
Abandoned

 

Royalty

 

Total

 

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Gross

 

Net

 

2015 (3,4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

160

 

135

 

-

 

-

 

4

 

2

 

-

 

-

 

13

 

177

 

137

 

USA Operations

 

80

 

19

 

260

 

246

 

22

 

21

 

-

 

-

 

64

 

426

 

286

 

Total

 

240

 

154

 

260

 

246

 

26

 

23

 

-

 

-

 

77

 

603

 

423

 

 

 

(1)    “Gross” wells are the total number of wells in which Encana has an interest.

(2)    “Net” wells are the number of wells obtained by aggregating Encana’s working interest in each of its gross wells.

(3)    As at December 31, 2015, Encana was in the process of drilling development wells of approximately 5 gross wells (4 net wells) in Canada; and approximately 24 gross wells (10 net wells) in the U.S.

(4)    As at December 31, 2015, there were no stratigraphic wells drilled.

 

 

 

A-16

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Production Volumes (Before Royalties)

 

2016 Production Estimates

(Before Royalties)

 

The following table summarizes the total volume of production estimated for the year ending December 31, 2016, which is reflected in the estimate of gross proved reserves and gross probable reserves disclosed in the tables contained under “Reserves Data (Canadian Protocol)” in this Appendix.

 

Canadian Operations

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

(annual)

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

40

 

16

 

248

 

303

 

 

 

1.4

 

9.6

 

11.1

 

Probable

 

4

 

4

 

33

 

41

 

 

 

0.1

 

1.6

 

1.8

 

Total Proved Plus Probable

 

43

 

20

 

280

 

344

 

 

 

1.6

 

11.2

 

12.8

 

 

* Numbers may not add due to rounding

 

USA Operations

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

(annual)

 

Shale Gas

 

Coal Bed Methane

 

Conventional Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

37

 

-

 

128

 

166

 

 

 

28.5

 

9.1

 

37.5

 

Probable

 

6

 

-

 

-

 

6

 

 

 

5.7

 

0.8

 

6.5

 

Total Proved Plus Probable

 

43

 

-

 

128

 

171

 

 

 

34.2

 

9.9

 

44.1

 

 

* Numbers may not add due to rounding

 

Total Encana

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

(annual)

 

Shale Gas

 

Coal Bed
Methane

 

Conventional
Natural Gas

 

Total

 

 

 

Tight Oil

 

NGLs

 

Total

 

Proved

 

77

 

16

 

376

 

469

 

 

 

29.9

 

18.7

 

48.6

 

Probable

 

9

 

4

 

33

 

46

 

 

 

5.8

 

2.5

 

8.3

 

Total Proved Plus Probable

 

86

 

20

 

409

 

515

 

 

 

35.8

 

21.1

 

56.9

 

 

* Numbers may not add due to rounding

 

 

 

A-17

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

2015 Production Volumes by Country

(Before Royalties)

 

 

 

2015

(average daily)

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

 

 

 

 

 

 

 

 

 

 

 

 

Shale Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

100

 

117

 

92

 

91

 

98

 

USA Operations

 

332

 

242

 

354

 

354

 

380

 

 

 

432

 

359

 

446

 

445

 

478

 

Coal Bed Methane (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

122

 

111

 

114

 

118

 

146

 

USA Operations

 

-

 

-

 

-

 

-

 

-

 

 

 

122

 

111

 

114

 

118

 

146

 

Conventional Natural Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

827

 

847

 

736

 

767

 

962

 

USA Operations

 

476

 

452

 

464

 

485

 

505

 

 

 

1,303

 

1,299

 

1,200

 

1,252

 

1,467

 

Total Natural Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

1,049

 

1,075

 

942

 

976

 

1,206

 

USA Operations

 

808

 

694

 

818

 

839

 

885

 

 

 

1,857

 

1,769

 

1,760

 

1,815

 

2,091

 

Tight Oil (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

7.2

 

5.7

 

6.9

 

8.0

 

8.2

 

USA Operations

 

103.9

 

111.0

 

110.4

 

101.7

 

92.3

 

 

 

111.1

 

116.7

 

117.3

 

109.7

 

100.5

 

NGLs (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

25.1

 

30.3

 

24.3

 

22.3

 

23.5

 

USA Operations

 

29.7

 

33.0

 

33.5

 

26.5

 

25.5

 

 

 

54.8

 

63.3

 

57.8

 

48.8

 

49.0

 

Total Oil & NGLs (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

32.3

 

36.0

 

31.2

 

30.3

 

31.7

 

USA Operations

 

133.6

 

144.0

 

143.9

 

128.2

 

117.8

 

 

 

165.9

 

180.0

 

175.1

 

158.5

 

149.5

 

 

 

 

A-18

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Per-Unit Results (Before Royalties)

 

The following tables summarize the net per-unit results for Encana for the periods indicated, which exclude the impact of realized hedging.

 

Netbacks by Country

(Before Royalties)

 

 

 

2015

 

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Shale Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.03

 

1.90

 

1.97

 

2.02

 

2.26

 

Royalties

 

0.03

 

0.03

 

0.03

 

0.01

 

0.03

 

Production, mineral and other taxes

 

0.08

 

0.07

 

0.07

 

0.07

 

0.14

 

Transportation and processing

 

2.44

 

2.08

 

2.40

 

2.56

 

2.82

 

Operating

 

0.63

 

1.00

 

0.44

 

0.45

 

0.53

 

Netback

 

(1.15

)

(1.28

)

(0.97

)

(1.07

)

(1.26

)

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.53

 

2.10

 

2.66

 

2.50

 

2.72

 

Royalties

 

0.56

 

0.48

 

0.59

 

0.55

 

0.57

 

Production, mineral and other taxes

 

0.12

 

0.10

 

0.11

 

0.15

 

0.10

 

Transportation and processing

 

1.11

 

1.10

 

1.19

 

1.09

 

1.06

 

Operating

 

0.24

 

0.04

 

0.27

 

0.31

 

0.28

 

Netback

 

0.50

 

0.38

 

0.50

 

0.40

 

0.71

 

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.42

 

2.03

 

2.52

 

2.40

 

2.62

 

Royalties

 

0.43

 

0.34

 

0.48

 

0.44

 

0.46

 

Production, mineral and other taxes

 

0.11

 

0.09

 

0.10

 

0.13

 

0.11

 

Transportation and processing

 

1.42

 

1.42

 

1.44

 

1.39

 

1.42

 

Operating

 

0.33

 

0.35

 

0.31

 

0.34

 

0.33

 

Netback

 

0.13

 

(0.17

)

0.19

 

0.10

 

0.30

 

Coal Bed Methane ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations and Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.33

 

2.08

 

2.42

 

2.29

 

2.49

 

Royalties

 

0.62

 

0.57

 

0.63

 

0.74

 

0.54

 

Production, mineral and other taxes

 

0.25

 

0.19

 

0.26

 

0.23

 

0.31

 

Transportation and processing

 

0.42

 

0.29

 

0.43

 

0.59

 

0.38

 

Operating

 

0.53

 

0.76

 

0.59

 

0.86

 

0.04

 

Netback

 

0.51

 

0.27

 

0.51

 

(0.13

)

1.22

 

 

 

 

A-19

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Netbacks by Country

(Before Royalties)

 

 

 

2015

 

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Conventional Natural Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.83

 

2.01

 

2.48

 

2.37

 

4.21

 

Royalties

 

0.09

 

0.05

 

0.05

 

0.10

 

0.17

 

Production, mineral and other taxes

 

0.04

 

0.03

 

0.04

 

0.05

 

0.04

 

Transportation and processing

 

1.65

 

1.56

 

1.71

 

1.85

 

1.51

 

Operating

 

0.29

 

0.28

 

0.31

 

0.30

 

0.28

 

Netback

 

0.76

 

0.09

 

0.37

 

0.07

 

2.21

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.68

 

2.40

 

2.81

 

2.34

 

3.14

 

Royalties

 

0.43

 

0.38

 

0.41

 

0.46

 

0.47

 

Production, mineral and other taxes

 

0.08

 

0.07

 

0.12

 

0.06

 

0.05

 

Transportation and processing

 

2.48

 

2.32

 

2.67

 

2.41

 

2.53

 

Operating

 

0.74

 

0.72

 

0.64

 

0.78

 

0.83

 

Netback

 

(1.05

)

(1.09

)

(1.03

)

(1.37

)

(0.74

)

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.77

 

2.14

 

2.61

 

2.36

 

3.84

 

Royalties

 

0.22

 

0.16

 

0.19

 

0.24

 

0.27

 

Production, mineral and other taxes

 

0.05

 

0.05

 

0.07

 

0.05

 

0.04

 

Transportation and processing

 

1.95

 

1.82

 

2.08

 

2.07

 

1.86

 

Operating

 

0.46

 

0.43

 

0.44

 

0.49

 

0.47

 

Netback

 

0.09

 

(0.32

)

(0.17

)

(0.49

)

1.20

 

Total Natural Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.70

 

2.00

 

2.42

 

2.33

 

3.84

 

Royalties

 

0.15

 

0.10

 

0.12

 

0.17

 

0.20

 

Production, mineral and other taxes

 

0.07

 

0.05

 

0.07

 

0.07

 

0.08

 

Transportation and processing

 

1.58

 

1.48

 

1.63

 

1.77

 

1.48

 

Operating

 

0.35

 

0.41

 

0.35

 

0.39

 

0.27

 

Netback

 

0.55

 

(0.04

)

0.25

 

(0.07

)

1.81

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.62

 

2.29

 

2.75

 

2.41

 

2.96

 

Royalties

 

0.48

 

0.42

 

0.49

 

0.50

 

0.51

 

Production, mineral and other taxes

 

0.09

 

0.08

 

0.12

 

0.10

 

0.07

 

Transportation and processing

 

1.92

 

1.89

 

2.03

 

1.86

 

1.90

 

Operating

 

0.54

 

0.48

 

0.48

 

0.58

 

0.59

 

Netback

 

(0.41

)

(0.58

)

(0.37

)

(0.63

)

(0.11

)

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

2.66

 

2.12

 

2.57

 

2.36

 

3.47

 

Royalties

 

0.29

 

0.22

 

0.29

 

0.32

 

0.33

 

Production, mineral and other taxes

 

0.08

 

0.06

 

0.09

 

0.08

 

0.08

 

Transportation and processing

 

1.73

 

1.64

 

1.81

 

1.81

 

1.66

 

Operating

 

0.43

 

0.44

 

0.41

 

0.48

 

0.41

 

Netback

 

0.13

 

(0.24

)

(0.03

)

(0.33

)

0.99

 

 

 

 

A-20

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Netbacks by Country

(Before Royalties)

 

 

 

2015

 

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Total Tight Oil ($/bbl)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

43.17

 

38.35

 

40.94

 

52.71

 

39.08

 

Royalties

 

9.12

 

11.26

 

9.24

 

9.45

 

7.19

 

Production, mineral and other taxes

 

0.72

 

0.76

 

0.75

 

0.77

 

0.61

 

Transportation and processing

 

13.54

 

15.58

 

12.36

 

13.68

 

12.97

 

Operating

 

5.81

 

5.88

 

3.93

 

5.72

 

7.46

 

Netback

 

13.98

 

4.87

 

14.66

 

23.09

 

10.85

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

43.42

 

37.37

 

42.63

 

53.41

 

40.70

 

Royalties

 

9.48

 

8.17

 

9.30

 

11.77

 

8.74

 

Production, mineral and other taxes

 

2.12

 

1.76

 

1.94

 

2.30

 

2.61

 

Transportation and processing

 

0.03

 

0.11

 

(0.02

)

-

 

-

 

Operating

 

9.43

 

8.58

 

9.98

 

11.00

 

8.05

 

Netback

 

22.36

 

18.75

 

21.43

 

28.34

 

21.30

 

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

43.41

 

37.42

 

42.53

 

53.36

 

40.56

 

Royalties

 

9.45

 

8.32

 

9.30

 

11.60

 

8.62

 

Production, mineral and other taxes

 

2.03

 

1.71

 

1.87

 

2.19

 

2.45

 

Transportation and processing

 

0.90

 

0.87

 

0.71

 

1.00

 

1.06

 

Operating

 

9.19

 

8.44

 

9.62

 

10.61

 

8.00

 

Netback

 

21.84

 

18.08

 

21.03

 

27.96

 

20.43

 

Total NGLs ($/bbl) (1)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

29.51

 

29.15

 

27.56

 

34.15

 

27.61

 

Royalties

 

2.99

 

2.28

 

3.30

 

4.14

 

2.51

 

Production, mineral and other taxes

 

-

 

-

 

-

 

-

 

-

 

Transportation and processing

 

1.44

 

1.23

 

0.89

 

1.46

 

2.30

 

Netback

 

25.08

 

25.64

 

23.37

 

28.55

 

22.80

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

14.26

 

13.19

 

13.55

 

15.49

 

15.34

 

Royalties

 

2.83

 

2.65

 

2.82

 

3.08

 

2.80

 

Production, mineral and other taxes

 

0.71

 

0.63

 

0.96

 

0.56

 

0.65

 

Transportation and processing

 

1.16

 

1.10

 

1.12

 

0.93

 

1.56

 

Netback

 

9.56

 

8.81

 

8.65

 

10.92

 

10.33

 

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

21.25

 

20.84

 

19.43

 

24.00

 

21.22

 

Royalties

 

2.90

 

2.47

 

3.02

 

3.57

 

2.66

 

Production, mineral and other taxes

 

0.38

 

0.33

 

0.55

 

0.30

 

0.34

 

Transportation and processing

 

1.29

 

1.16

 

1.02

 

1.17

 

1.91

 

Netback

 

16.68

 

16.88

 

14.84

 

18.96

 

16.31

 

 

(1)  Operating costs related to Shale Gas, Coal Bed Methane and Conventional Gas are not allocated to NGLs.

 

 

 

A-21

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

 

 

2015

 

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Total Oil & NGLs ($/bbl) (1)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

32.56

 

30.60

 

30.53

 

39.06

 

30.59

 

Royalties

 

4.36

 

3.69

 

4.62

 

5.55

 

3.73

 

Production, mineral and other taxes

 

0.16

 

0.12

 

0.17

 

0.20

 

0.16

 

Transportation and processing

 

4.14

 

3.49

 

3.44

 

4.69

 

5.07

 

Operating

 

1.30

 

0.93

 

0.87

 

1.52

 

1.94

 

Netback

 

22.60

 

22.37

 

21.43

 

27.10

 

19.69

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

36.94

 

31.83

 

35.86

 

45.56

 

35.20

 

Royalties

 

8.00

 

6.90

 

7.79

 

9.97

 

7.45

 

Production, mineral and other taxes

 

1.81

 

1.50

 

1.71

 

1.94

 

2.19

 

Transportation and processing

 

0.28

 

0.34

 

0.25

 

0.19

 

0.34

 

Operating

 

7.33

 

6.61

 

7.65

 

8.72

 

6.30

 

Netback

 

19.52

 

16.48

 

18.46

 

24.74

 

18.92

 

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, before royalties

 

36.09

 

31.58

 

34.91

 

44.32

 

34.22

 

Royalties

 

7.29

 

6.26

 

7.23

 

9.13

 

6.66

 

Production, mineral and other taxes

 

1.49

 

1.22

 

1.43

 

1.61

 

1.76

 

Transportation and processing

 

1.03

 

0.97

 

0.81

 

1.05

 

1.34

 

Operating

 

6.16

 

5.47

 

6.44

 

7.34

 

5.38

 

Netback

 

20.12

 

17.66

 

19.00

 

25.19

 

19.08

 

 

(1)  Operating costs related to Shale Gas, Coal Bed Methane and Conventional Gas are not allocated to NGLs.

 

 

Impact of Realized Hedging on Encana’s Netbacks

(Before Royalties)

 

 

 

2015

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Natural Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

1.25

 

1.16

 

1.19

 

1.19

 

1.42

 

USA Operations

 

0.81

 

1.14

 

0.72

 

0.76

 

0.68

 

Total

 

1.06

 

1.15

 

0.97

 

0.99

 

1.11

 

Oil & NGLs ($/bbl)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

1.37

 

4.30

 

1.82

 

(1.92

)

0.68

 

USA Operations

 

3.79

 

6.66

 

4.07

 

0.41

 

3.61

 

Total

 

3.32

 

6.18

 

3.67

 

(0.04

)

2.99

 

 

 

 

A-22

 

Encana Corporation

Canadian Protocol Reserves Disclosure

Annual Information Form (prepared in US$)

 



 

Appendix  B - Report on Reserves Data by Independent Qualified Reserves Evaluators (Canadian Protocol)

 

To the Board of Directors of Encana Corporation (the “Corporation”):

 

1.   We have evaluated the Corporation’s reserves data as at December 31, 2015. The reserves data are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2015, estimated using forecast prices and costs.

 

2.   The reserves data are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the reserves data based on our evaluation.

 

3.   We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook as amended from time to time (the “COGE Handbook”) maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter).

 

4.   Those standards require that we plan and perform an evaluation to obtain reasonable assurance as to whether the reserves data are free of material misstatement. An evaluation also includes assessing whether the reserves data are in accordance with the principles and definitions presented in the COGE Handbook.

 

5.   The following table shows the net present value of future net revenue (before deduction of income taxes) attributed to proved plus probable reserves, estimated using forecast prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Corporation evaluated for the year ended December 31, 2015, and identifies the respective portions thereof that we have evaluated and reported on to the Corporation’s Board of Directors:

 

Independent Qualified
Reserves Evaluator

 

Effective Date of
Evaluation Report

 

Location of Reserves

 

Net Present Value of
Future Net Revenue

(Before Income Taxes,
10% Discount Rate)

(US$ millions)

 

 

 

 

 

 

 

McDaniel & Associates Consultants Ltd.

 

December 31, 2015

 

Canada

 

1,017

 

 

 

 

 

 

 

 

 

GLJ Petroleum Consultants Ltd.

 

December 31, 2015

 

Canada

 

3,201

 

 

 

 

 

 

 

 

 

Netherland, Sewell & Associates, Inc.

 

December 31, 2015

 

United States

 

7,184

 

Total

 

 

 

 

 

11,402

 

 

6.   In our opinion, the reserves data respectively evaluated by us have, in all material respects, been determined and are in accordance with the COGE Handbook, consistently applied.

 

7.   We have no responsibility to update our reports referred to in paragraph 5 for events and circumstances occurring after the effective date of our reports.

 

8    Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

 

 

Encana Corporation

B-1

Annual Information Form (prepared in US$)

 



 

Executed as to our report referred to above:

 

 

 

 

(signed) McDaniel & Associates Consultants Ltd.
McDaniel & Associates Consultants Ltd.
Calgary, Alberta, Canada

 

(signed) GLJ Petroleum Consultants Ltd.
GLJ Petroleum Consultants Ltd.
Calgary, Alberta, Canada

 

 

 

 

 

 

 

 

 

 

 

 

(signed) Netherland, Sewell & Associates, Inc.
Netherland, Sewell & Associates, Inc.
Dallas, Texas, U.S.A.

 

 

 

 

 

 

February 22, 2016

 

 

Encana Corporation

B-2

Annual Information Form (prepared in US$)

 



 

Appendix  C - Report of Management and Directors on Reserves Data and Other Information (Canadian Protocol)

 

Management of Encana Corporation (the “Corporation”) is responsible for the preparation and disclosure of information with respect to the Corporation’s oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data.

 

Independent qualified reserves evaluators have evaluated the Corporation’s reserves data. The report of the independent qualified reserves evaluators will be filed with securities regulatory authorities concurrently with this report.

 

The Reserves Committee of the Board of Directors of the Corporation has:

 

(a)       reviewed the Corporation’s procedures for providing information to the independent qualified reserves evaluators;

 

(b)       met with the independent qualified reserves evaluators to determine whether any restrictions affected the ability of the independent qualified reserves evaluators to report without reservation and, with respect to the change of an independent qualified reserves evaluator, to inquire whether there had been disputes between the independent reserves evaluator and management; and

 

(c)       reviewed the reserves data with management and the independent qualified reserves evaluators.

 

The Board of Directors has reviewed the Corporation’s procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The Board of Directors has, on the recommendation of the Reserves Committee, approved:

 

(a)       the content and filing with securities regulatory authorities of Form 51-101F1 containing reserves data and other oil and gas information;

 

(b)       the filing of Form 51-101F2 which is the report of the independent qualified reserves evaluators on the reserves data; and

 

(c)       the content and filing of this report.

 

Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

 

 

(signed) Douglas J. Suttles
Douglas J. Suttles
President & Chief Executive Officer

 

(signed) David G. Hill
David G. Hill
Executive Vice-President,
Exploration & Business Development

 

 

 

(signed) Clayton H. Woitas
Clayton H. Woitas
Director and Chairman of the Board

 

(signed) Howard J. Mayson
Howard J. Mayson
Director and Chair of the Reserves Committee

 

February 23, 2016

 

 

Encana Corporation

C-1

Annual Information Form (prepared in US$)

 



 

Appendix  D - U.S. Protocol Disclosure of Reserves Data and Other Oil and Gas Information

 

In this Appendix, Encana provides select disclosure of its reserves and other oil and gas information prepared in accordance with U.S. disclosure requirements. See “Note Regarding Reserves Data and Other Oil and Gas Information” in this Annual Information Form. The reserves and other oil and gas information set forth below has an effective date of December 31, 2015 and was prepared as of February 22, 2016.

 

Since inception, Encana has retained IQREs to evaluate and prepare reports on 100 percent of Encana’s natural gas, oil and NGLs reserves annually. For further information regarding the reserves process, see “Reserves and Other Oil and Gas Information” in this Annual Information Form.

 

 

Net Proved Reserves (U.S. Protocol)

 

Reserves estimates in this Appendix are in accordance with the SEC regulations. The standards require that proved reserves be estimated using existing economic conditions (constant pricing). Based on this methodology, Encana’s results have been calculated utilizing the 12-month average trailing historical price for each of the years presented within this Appendix. The 12-month average is calculated as an unweighted average of the first-day-of-the-month price for each month.

 

Natural Gas Reserves

 

In 2015, Encana’s proved natural gas reserves of approximately 3.1 Tcf decreased 2.4 Tcf from 2014 primarily due to sales of reserves in place of 1.2 Tcf, resulting from the Company’s strategic transition to a more balanced commodity portfolio and due to the impact of lower 12-month average trailing prices of 1.1 Tcf.

 

In 2014, Encana’s proved natural gas reserves of approximately 5.5 Tcf decreased 2.4 Tcf from 2013 primarily due to sales of reserves in place of 2.4 Tcf, resulting from Encana’s strategy to refocus on oil and liquids rich plays.

 

In 2013, Encana’s proved natural gas reserves of approximately 7.9 Tcf decreased 0.9 Tcf from 2012 primarily due to changes in the Company’s development plans and the resulting impact on proved undeveloped reserves bookings. Extensions and discoveries of 1.0 Tcf were comparable with the prior year and split approximately one-half in the U.S. and one-half in Canada.

 

Oil & NGLs Reserves

 

In 2015, Encana’s proved oil and NGLs reserves of 288.8 MMbbls decreased 72.9 MMbbls from 2014 primarily due to negative revisions and improved recovery of 130.5 MMbbls driven mainly from the impact of lower 12-month average trailing prices of 112.5 MMbbls, partly offset by extensions and discoveries of 113.0 MMbbls.

 

In 2014, Encana’s proved oil reserves of 205.0 MMbbls increased 127.7 MMbbls from 2013 primarily due to purchases of reserves in place of 148.2 MMbbls. These purchases took place in the U.S. and were consistent with Encana’s strategy to refocus on oil and liquid rich plays. In 2014, Encana’s proved NGLs reserves of 156.7 MMbbls increased 13.2 MMbbls from 2013 primarily due to extensions and discoveries of 31.1 MMbbls, which in turn were partially offset by sales net of purchases of reserves in place of 12.4 MMbbls.

 

In 2013, Encana’s proved oil and NGLs reserves of approximately 220.8 MMbbls increased 10.8 MMbbls from 2012. Extensions and discoveries of 55.8 MMbbls were split approximately one-half in the U.S. and one-half in Canada. Revisions and improved recovery was impacted by a decrease in NGLs reserves primarily due to ethane rejection in the U.S. Ethane rejection is where ethane is not recovered from the production stream as NGLs but is instead sold as natural gas.

 

 

Encana Corporation

D-1

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Net Proved Reserves (1,2)

(SEC Constant Pricing; After Royalties)

 

 

 

Natural Gas (Bcf)

 

 

Oil (MMbbls)

 

 

NGLs (MMbbls)

 

 

 

 

 

 

Canada

 

United
States

 

Total

 

Canada

 

United
States

 

Total

 

Canada

 

United
States

 

Total

 

Total (MMBOE)

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

4,550

 

4,242

 

8,792

 

13.0

 

46.0

 

59.0

 

88.6

 

62.4

 

151.0

 

1,675.3

 

Revisions and improved recovery (3)

 

(256

)

(362

)

(618

)

2.6

 

(1.2

)

1.4

 

(9.6

)

(16.1

)

(25.7

)

(127.3

)

Extensions and discoveries

 

499

 

482

 

981

 

11.5

 

14.3

 

25.8

 

16.7

 

13.3

 

30.0

 

219.3

 

Purchase of reserves in place

 

-

 

7

 

7

 

-

 

0.5

 

0.5

 

-

 

0.1

 

0.1

 

1.8

 

Sale of reserves in place

 

(295

)

(1

)

(296

)

-

 

-

 

-

 

(1.5

)

(0.1

)

(1.6

)

(50.9

)

Production

 

(523

)

(491

)

(1,014

)

(4.3

)

(5.1

)

(9.4

)

(6.8

)

(3.5

)

(10.3

)

(188.7

)

End of year

 

3,975

 

3,877

 

7,852

 

22.8

 

54.5

 

77.3

 

87.4

 

56.1

 

143.5

 

1,529.5

 

Developed

 

2,744

 

2,619

 

5,363

 

16.5

 

31.1

 

47.6

 

44.6

 

24.1

 

68.7

 

1,010.1

 

Undeveloped

 

1,231

 

1,258

 

2,489

 

6.3

 

23.4

 

29.7

 

42.8

 

32.0

 

74.8

 

519.3

 

Total

 

3,975

 

3,877

 

7,852

 

22.8

 

54.5

 

77.3

 

87.4

 

56.1

 

143.5

 

1,529.5

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

3,975

 

3,877

 

7,852

 

22.8

 

54.5

 

77.3

 

87.4

 

56.1

 

143.5

 

1,529.5

 

Revisions and improved recovery (4)

 

250

 

(511

)

(261

)

(5.0

)

(2.7

)

(7.7

)

10.9

 

(2.6

)

8.3

 

(41.5

)

Extensions and discoveries

 

385

 

493

 

879

 

4.7

 

21.4

 

26.1

 

22.3

 

8.8

 

31.1

 

202.2

 

Purchase of reserves in place

 

6

 

234

 

240

 

-

 

148.2

 

148.2

 

0.1

 

52.9

 

53.0

 

241.1

 

Sale of reserves in place

 

(885

)

(1,473

)

(2,358

)

(6.6

)

(14.2

)

(20.8

)

(45.5

)

(20.0

)

(65.4

)

(479.2

)

Production

 

(503

)

(355

)

(858

)

(5.0

)

(13.1

)

(18.0

)

(8.6

)

(5.0

)

(13.6

)

(174.7

)

End of year

 

3,229

 

2,265

 

5,494

 

10.9

 

194.1

 

205.0

 

66.6

 

90.2

 

156.7

 

1,277.4

 

Developed

 

2,282

 

1,606

 

3,887

 

8.2

 

112.3

 

120.5

 

31.6

 

53.4

 

85.0

 

853.3

 

Undeveloped

 

947

 

660

 

1,607

 

2.8

 

81.8

 

84.5

 

34.9

 

36.8

 

71.7

 

424.1

 

Total

 

3,229

 

2,265

 

5,494

 

10.9

 

194.1

 

205.0

 

66.6

 

90.2

 

156.7

 

1,277.4

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

3,229

 

2,265

 

5,494

 

10.9

 

194.1

 

205.0

 

66.6

 

90.2

 

156.7

 

1,277.4

 

Revisions and improved recovery (5)

 

(801

)

(342

)

(1,144

)

(0.9

)

(73.6

)

(74.6

)

(14.8

)

(41.1

)

(55.9

)

(321.1

)

Extensions and discoveries

 

313

 

159

 

472

 

-

 

68.4

 

68.4

 

19.8

 

24.9

 

44.7

 

191.7

 

Purchase of reserves in place

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

Sale of reserves in place

 

(434

)

(728

)

(1,163

)

(1.6

)

(1.2

)

(2.8

)

(0.4

)

(3.6

)

(4.0

)

(200.6

)

Production

 

(354

)

(241

)

(596

)

(2.0

)

(29.7

)

(31.8

)

(8.3

)

(8.6

)

(16.9

)

(148.0

)

End of year

 

1,952

 

1,112

 

3,064

 

6.4

 

157.9

 

164.3

 

62.8

 

61.7

 

124.5

 

799.4

 

Developed

 

1,295

 

928

 

2,223

 

5.0

 

91.6

 

96.6

 

31.8

 

37.8

 

69.5

 

536.6

 

Undeveloped

 

657

 

184

 

841

 

1.3

 

66.3

 

67.7

 

31.0

 

24.0

 

55.0

 

262.8

 

Total

 

1,952

 

1,112

 

3,064

 

6.4

 

157.9

 

164.3

 

62.8

 

61.7

 

124.5

 

799.4

 

 

* Numbers may not add due to rounding

 

(1)       Definitions:

a.   “Net” reserves are the remaining reserves of Encana, after deduction of estimated royalties and including royalty interests.

b.   “Proved” oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations.

c.   “Developed” oil and gas reserves are reserves of any category that are expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well.

d.   “Undeveloped” oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(2)       Encana does not file any estimates of total net proved natural gas, oil and NGLs reserves with any U.S. federal authority or agency other than the SEC.

(3)       In 2013, revisions and improved recovery of natural gas included a reduction of 2,872 Bcf due to lower proved undeveloped reserves bookings, partially offset by additions of 2,233 Bcf due to significantly higher 12-month average historical gas prices and minor positive revisions.

(4)       In 2014, revisions and improved recovery of natural gas included a reduction of 520 Bcf due to changes in the proved undeveloped reserves bookings in the U.S.

(5)       In 2015, revisions and improved recovery of natural gas included a reduction of 1,106 Bcf due to a significantly lower 12-month average trailing natural gas prices. Revisions and improved recovery of oil and NGLs included reductions of 59.9 MMbbls and 52.6 MMbbls, respectively, due to significantly lower 12-month average trailing oil and NGL prices.

 

 

Encana Corporation

D-2

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Pricing Assumptions (SEC Constant Pricing)

 

The following reference prices were utilized in the determination of reserves and future net revenue:

 

 

 

Natural Gas

 

Oil & NGLs

 

 

 

Henry Hub
($/MMBtu)

 

AECO
(C$/MMBtu)

 

WTI
($/bbl)

 

Edmonton Light Sweet
(C$/bbl)

 

Reserves Pricing (1)

 

 

 

 

 

 

 

 

 

2013

 

3.67

 

3.14

 

96.94

 

93.44

 

2014

 

4.34

 

4.63

 

94.99

 

96.40

 

2015

 

2.58

 

2.69

 

50.28

 

58.82

 

 

(1)      All prices were held constant in all future years when estimating net revenues and reserves.

 

 

Proved Undeveloped Reserves

 

Encana’s proved undeveloped natural gas reserves represented approximately 27 percent of total proved natural gas reserves at December 31, 2015, a decrease from approximately 29 percent at December 31, 2014. At December 31, 2015, approximately 41 percent of Encana’s proved oil reserves were undeveloped which is unchanged from approximately 41 percent at December 31, 2014. At December 31, 2015, approximately 44 percent of Encana’s proved NGLs reserves were undeveloped, a decrease from approximately 46 percent at December 31, 2014.

 

Bookings of proved undeveloped reserves were predicated on economics, technical merit, commercial considerations and development plans. All of the proved undeveloped reserves at December 31, 2015 are scheduled for development within five years and are attributed to locations that are subject to a development plan adopted by Encana’s management. In the evaluation of Encana’s reserves at December 31, 2015, the proved undeveloped reserves which have remained or are anticipated to remain undeveloped for five years or more from initial booking are not material.

 

During 2015, approximately 49.6 MMBOE of proved undeveloped reserves were converted to proved developed reserves. Investments made during 2015 to convert proved undeveloped reserves to proved developed reserves were approximately $0.6 billion.

 

 

Encana Corporation

D-3

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Standardized Measure of Discounted Future Net Cash Flows and Changes Therein

 

The assumptions used to compute the Standardized Measure is in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 932, Extractive Industries - Oil and Gas and the SEC.

 

In calculating the standardized measure of discounted future net cash flows, constant price and cost assumptions were applied to Encana’s annual future production from proved reserves to determine cash inflows. Future production and development costs assume the continuation of existing economic, operating and regulatory conditions. Future income taxes are calculated by applying statutory income tax rates to future pre-tax cash flows after provision for the tax cost of the oil and natural gas properties based upon existing laws and regulations. The discount was computed by application of a 10 percent discount factor to the future net cash flows. The calculation of the standardized measure of discounted future net cash flows is based upon the discounted future net cash flows prepared by Encana’s IQREs in relation to the reserves they respectively evaluated, and adjusted to the extent provided by contractual arrangements, such as price risk management activities, in existence at year end and to account for asset retirement obligations and future income taxes.

 

Encana cautions that the discounted future net cash flows relating to proved oil and gas reserves are an indication of neither the fair market value of Encana’s oil and gas properties, nor the future net cash flows expected to be generated from such properties. The discounted future net cash flows do not include the fair market value of exploratory properties and probable or possible oil and gas reserves, nor is consideration given to the effect of anticipated future changes in oil and natural gas prices, development, asset retirement and production costs and possible changes to tax and royalty regulations. The prescribed discount rate of 10 percent may not appropriately reflect future interest rates.

 

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

 

 

 

Canada

 

United States

($ millions)

 

2015

 

2014

 

2013

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future cash inflows

 

6,284

 

19,255

 

19,039

 

 

9,462

 

26,742

 

17,217

 

Less future:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

3,800

 

7,456

 

7,377

 

 

3,959

 

6,673

 

4,484

 

Development costs

 

1,725

 

3,276

 

4,515

 

 

3,092

 

4,087

 

3,982

 

Income taxes

 

-

 

1,727

 

652

 

 

-

 

2,886

 

1,615

 

Future net cash flows

 

759

 

6,796

 

6,495

 

 

2,411

 

13,096

 

7,136

 

Less 10% annual discount for estimated timing of cash flows

 

122

 

2,320

 

1,836

 

 

984

 

6,015

 

2,978

 

Discounted future net cash flows

 

637

 

4,476

 

4,659

 

 

1,427

 

7,081

 

4,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

($ millions)

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future cash inflows

 

 

 

 

 

 

 

 

15,746

 

45,997

 

36,256

 

Less future:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

 

 

 

 

 

 

 

7,759

 

14,129

 

11,861

 

Development costs

 

 

 

 

 

 

 

 

4,817

 

7,363

 

8,497

 

Income taxes

 

 

 

 

 

 

 

 

-

 

4,613

 

2,267

 

Future net cash flows

 

 

 

 

 

 

 

 

3,170

 

19,892

 

13,631

 

Less 10% annual discount for estimated timing of cash flows

 

 

 

 

 

 

 

 

1,106

 

8,335

 

4,814

 

Discounted future net cash flows

 

 

 

 

 

 

 

 

2,064

 

11,557

 

8,817

 

 

 

Encana Corporation

D-4

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

 

 

 

 

Canada

 

United States

($ millions)

 

2015

 

2014

 

2013

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

4,476

 

4,659

 

3,002

 

 

7,081

 

4,158

 

3,015

 

Changes resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of oil and gas produced during the period

 

(969

)

(2,120

)

(1,649

)

 

(1,250

)

(1,746

)

(1,490

)

Discoveries and extensions, net of related costs

 

109

 

827

 

725

 

 

504

 

1,429

 

633

 

Purchases of proved reserves in place

 

-

 

9

 

-

 

 

-

 

3,052

 

16

 

Sales and transfers of proved reserves in place

 

(674

)

(1,320

)

(304

)

 

(1,604

)

(1,902

)

(2

)

Net change in prices and production costs

 

(3,094

)

1,777

 

2,703

 

 

(3,266

)

2,567

 

1,891

 

Revisions to quantity estimates

 

(1,355

)

314

 

(178

)

 

(2,183

)

(616

)

(324

)

Accretion of discount

 

565

 

515

 

311

 

 

834

 

503

 

333

 

Previously estimated development costs incurred, net of change in future development costs

 

435

 

532

 

417

 

 

263

 

(3

)

708

 

Other

 

(32

)

(36

)

14

 

 

(210

)

24

 

(68

)

Net change in income taxes

 

1,176

 

(681

)

(382

)

 

1,258

 

(385

)

(554

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, end of year

 

637

 

4,476

 

4,659

 

 

1,427

 

7,081

 

4,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

($ millions)

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

 

 

 

 

 

 

11,557

 

8,817

 

6,017

 

Changes resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of oil and gas produced during the period

 

 

 

 

 

 

 

 

(2,219

)

(3,866

)

(3,139

)

Discoveries and extensions, net of related costs

 

 

 

 

 

 

 

 

613

 

2,256

 

1,358

 

Purchases of proved reserves in place

 

 

 

 

 

 

 

 

-

 

3,061

 

16

 

Sales and transfers of proved reserves in place

 

 

 

 

 

 

 

 

(2,278

)

(3,222

)

(306

)

Net change in prices and production costs

 

 

 

 

 

 

 

 

(6,360

)

4,344

 

4,594

 

Revisions to quantity estimates

 

 

 

 

 

 

 

 

(3,538

)

(302

)

(502

)

Accretion of discount

 

 

 

 

 

 

 

 

1,399

 

1,018

 

644

 

Previously estimated development costs incurred, net of change in future development costs

 

 

 

 

 

 

 

 

698

 

529

 

1,125

 

Other

 

 

 

 

 

 

 

 

(242

)

(12

)

(54

)

Net change in income taxes

 

 

 

 

 

 

 

 

2,434

 

(1,066

)

(936

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, end of year

 

 

 

 

 

 

 

 

2,064

 

11,557

 

8,817

 

 

 

Encana Corporation

D-5

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Results of Operations

 

 

 

Canada

 

United States

($ millions)

 

2015

 

2014

 

2013

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas revenues, net of royalties, transportation and processing

 

1,168

 

2,475

 

2,068

 

 

1,911

 

2,244

 

2,041

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs, production, mineral and other taxes, and accretion of asset retirement obligations

 

199

 

355

 

419

 

 

661

 

498

 

551

 

Depreciation, depletion and amortization

 

305

 

625

 

601

 

 

1,088

 

992

 

818

 

Impairments

 

-

 

-

 

-

 

 

6,473

 

-

 

-

 

Operating income (loss)

 

664

 

1,495

 

1,048

 

 

(6,311

)

754

 

672

 

Income taxes

 

179

 

376

 

264

 

 

(2,285

)

273

 

243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of operations

 

485

 

1,119

 

784

 

 

(4,026

)

481

 

429

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

($ millions)

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas revenues, net of royalties, transportation and processing

 

 

 

 

 

 

 

 

3,079

 

4,719

 

4,109

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs, production, mineral and other taxes, and accretion of asset retirement obligations

 

 

 

 

 

 

 

 

860

 

853

 

970

 

Depreciation, depletion and amortization

 

 

 

 

 

 

 

 

1,393

 

1,617

 

1,419

 

Impairments

 

 

 

 

 

 

 

 

6,473

 

-

 

-

 

Operating income (loss)

 

 

 

 

 

 

 

 

(5,647

)

2,249

 

1,720

 

Income taxes

 

 

 

 

 

 

 

 

(2,106

)

649

 

507

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of operations

 

 

 

 

 

 

 

 

(3,541

)

1,600

 

1,213

 

 

 

Encana Corporation

D-6

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Capitalized Costs and Costs Incurred

 

Capitalized Costs

 

 

 

Canada

 

United States

($ millions)

 

2015

 

2014

 

2013

 

 

2015

 

2014

 

2013

 

Proved oil and gas properties

 

14,866

 

18,271

 

25,003

 

 

25,723

 

24,279

 

26,529

 

Unproved oil and gas properties

 

334

 

478

 

598

 

 

5,282

 

5,655

 

470

 

Total capital cost

 

15,200

 

18,749

 

25,601

 

 

31,005

 

29,934

 

26,999

 

Accumulated DD&A

 

14,170

 

16,566

 

23,012

 

 

23,822

 

16,260

 

22,074

 

Net capitalized costs

 

1,030

 

2,183

 

2,589

 

 

7,183

 

13,674

 

4,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total

($ millions)

 

2015

 

2014

 

2013

 

 

2015

 

2014

 

2013

 

Proved oil and gas properties

 

58

 

65

 

71

 

 

40,647

 

42,615

 

51,603

 

Unproved oil and gas properties

 

-

 

-

 

-

 

 

5,616

 

6,133

 

1,068

 

Total capital cost

 

58

 

65

 

71

 

 

46,263

 

48,748

 

52,671

 

Accumulated DD&A

 

58

 

65

 

71

 

 

38,050

 

32,891

 

45,157

 

Net capitalized costs

 

-

 

-

 

-

 

 

8,213

 

15,857

 

7,514

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

United States

($ millions)

 

2015

 

2014

 

2013

 

 

2015

 

2014

(1)

2013

 

Acquisitions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unproved

 

2

 

15

 

26

 

 

15

 

5,452

 

111

 

Proved

 

7

 

6

 

2

 

 

12

 

5,008

 

45

 

Total acquisitions

 

9

 

21

 

28

 

 

27

 

10,460

 

156

 

Exploration costs

 

3

 

10

 

22

 

 

3

 

38

 

412

 

Development costs

 

377

 

1,216

 

1,343

 

 

1,844

 

1,247

 

871

 

Total costs incurred

 

389

 

1,247

 

1,393

 

 

1,874

 

11,745

 

1,439

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

($ millions)

 

 

 

 

 

 

 

 

2015

 

2014

(1)

2013

 

Acquisitions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unproved

 

 

 

 

 

 

 

 

17

 

5,467

 

137

 

Proved

 

 

 

 

 

 

 

 

19

 

5,014

 

47

 

Total acquisitions

 

 

 

 

 

 

 

 

36

 

10,481

 

184

 

Exploration costs

 

 

 

 

 

 

 

 

6

 

48

 

434

 

Development costs

 

 

 

 

 

 

 

 

2,221

 

2,463

 

2,214

 

Total costs incurred

 

 

 

 

 

 

 

 

2,263

 

12,992

 

2,832

 

 

(1)          2014 includes $5,338 million in Unproved and $2,127 million in Proved resulting from the acquisition of Athlon.

 

 

Encana Corporation

D-7

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 


 


 

Developed and Undeveloped Landholdings

 

The following table summarizes Encana’s developed, undeveloped and total landholdings as at December 31, 2015.

 

Landholdings (1 - 7)

 

 

 

Developed

 

Undeveloped

 

Total

(thousands of acres)

 

 

 

Gross

 

Net  

 

 

Gross

 

Net  

 

 

Gross

 

Net  

 

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alberta

 

— Crown

 

590

 

369

 

 

828

 

554

 

 

1,418

 

923

 

 

 

— Freehold

 

560

 

513

 

 

249

 

221

 

 

809

 

734

 

 

 

— Fee

 

1

 

1

 

 

2

 

2

 

 

3

 

3

 

 

 

 

 

1,151

 

883

 

 

1,079

 

777

 

 

2,230

 

1,660

 

British Columbia

 

— Crown

 

393

 

212

 

 

919

 

581

 

 

1,312

 

793

 

 

 

— Freehold

 

7

 

-

 

 

-

 

-

 

 

7

 

-

 

 

 

— Fee

 

-

 

-

 

 

1

 

1

 

 

1

 

1

 

 

 

 

 

400

 

212

 

 

920

 

582

 

 

1,320

 

794

 

Newfoundland and Labrador

 

— Crown

 

-

 

-

 

 

35

 

2

 

 

35

 

2

 

Northwest Territories

 

— Crown

 

-

 

-

 

 

45

 

12

 

 

45

 

12

 

Nova Scotia

 

— Crown

 

20

 

20

 

 

21

 

10

 

 

41

 

30

 

Total Canada

 

 

 

1,571

 

1,115

 

 

2,100

 

1,383

 

 

3,671

 

2,498

 

United States

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Colorado

 

— Federal/State

 

211

 

195

 

 

421

 

375

 

 

632

 

570

 

 

 

— Freehold

 

110

 

100

 

 

83

 

73

 

 

193

 

173

 

 

 

— Fee

 

3

 

3

 

 

14

 

14

 

 

17

 

17

 

 

 

 

 

324

 

298

 

 

518

 

462

 

 

842

 

760

 

Louisiana

 

— Federal/State

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

 

— Freehold

 

1

 

1

 

 

76

 

24

 

 

77

 

25

 

 

 

— Fee

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

 

 

 

1

 

1

 

 

76

 

24

 

 

77

 

25

 

Mississippi

 

— Federal/State

 

1

 

-

 

 

6

 

6

 

 

7

 

6

 

 

 

— Freehold

 

28

 

24

 

 

213

 

165

 

 

241

 

189

 

 

 

 

 

29

 

24

 

 

219

 

171

 

 

248

 

195

 

New Mexico

 

— Federal/State

 

58

 

36

 

 

287

 

165

 

 

345

 

201

 

 

 

— Freehold

 

-

 

-

 

 

9

 

5

 

 

9

 

5

 

 

 

 

 

58

 

36

 

 

296

 

170

 

 

354

 

206

 

Texas

 

— Federal/State

 

7

 

7

 

 

6

 

6

 

 

13

 

13

 

 

 

— Freehold

 

152

 

145

 

 

54

 

43

 

 

206

 

188

 

 

 

 

 

159

 

152

 

 

60

 

49

 

 

219

 

201

 

Wyoming

 

— Federal/State

 

11

 

11

 

 

7

 

6

 

 

18

 

17

 

 

 

— Freehold

 

3

 

2

 

 

1

 

1

 

 

4

 

3

 

 

 

 

 

14

 

13

 

 

8

 

7

 

 

22

 

20

 

Other

 

— Federal/State

 

1

 

1

 

 

8

 

8

 

 

9

 

9

 

 

 

— Freehold

 

1

 

-

 

 

-

 

-

 

 

1

 

-

 

 

 

— Fee

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

 

 

 

2

 

1

 

 

8

 

8

 

 

10

 

9

 

Total United States

 

 

 

587

 

525

 

 

1,185

 

891

 

 

1,772

 

1,416

 

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Australia

 

 

 

-

 

-

 

 

104

 

40

 

 

104

 

40

 

Total International

 

 

 

-

 

-

 

 

104

 

40

 

 

104

 

40

 

Total

 

 

 

2,158

 

1,640

 

 

3,389

 

2,314

 

 

5,547

 

3,954

 

 

 

Encana Corporation

D-8

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Notes:

(1)          Fee lands are those lands in which Encana has a fee simple interest in the mineral rights and has either: (i) not leased out all of the mineral zones; (ii) retained a working interest; or (iii) one or more substances or products that have not been leased. The current fee lands acreage summary includes all fee titles owned by Encana that have one or more zones that remain unleased or available for development.

(2)          This table excludes approximately 2,500 gross acres of fee lands with one or more substances or products under lease or sublease, reserving to Encana royalties or other interests.

(3)          Crown/Federal/State lands are those owned by the federal, provincial or state government or the First Nations, in which Encana has purchased a working interest lease.

(4)          Freehold lands are owned by individuals (other than a government or Encana), in which Encana holds a working interest lease.

(5)          Gross acres are the total area of properties in which Encana has an interest.

(6)          Net acres are the sum of Encana’s fractional interest in gross acres.

(7)          Undeveloped acreage refers to those acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or gas regardless of whether such acreage contains proved reserves.

 

 

Exploration and Development Activities

 

The following tables summarize Encana’s gross participation and net interest in wells drilled for the periods indicated.

 

Exploration Wells Drilled (1, 2)

 

 

 

Gas

 

Oil

 

Dry &
Abandoned

 

Total Working
Interest

 

Royalty

 

Total

 

 

 

Gross

 

Net  

 

 

Gross

 

Net  

 

 

Gross

 

Net  

 

 

Gross

 

Net  

 

 

Gross

 

Gross

 

Net  

 

2015 (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

1

 

 

1

 

-

 

USA Operations

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

 

-

 

-

 

Total

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

-

 

 

1

 

 

1

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

2

 

1

 

 

1

 

1

 

 

-

 

-

 

 

3

 

2

 

 

2

 

 

5

 

2

 

USA Operations

 

2

 

2

 

 

4

 

-

 

 

-

 

-

 

 

6

 

2

 

 

-

 

 

6

 

2

 

Total

 

4

 

3

 

 

5

 

1

 

 

-

 

-

 

 

9

 

4

 

 

2

 

 

11

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

31

 

15

 

 

1

 

1

 

 

-

 

-

 

 

32

 

16

 

 

21

 

 

53

 

16

 

USA Operations

 

5

 

5

 

 

43

 

31

 

 

-

 

-

 

 

48

 

36

 

 

-

 

 

48

 

36

 

Total

 

36

 

20

 

 

44

 

32

 

 

-

 

-

 

 

80

 

52

 

 

21

 

 

101

 

52

 

 

(1)          “Gross” wells are the total number of wells in which Encana has an interest.

(2)          “Net” wells are the number of wells obtained by aggregating Encana’s working interest in each of its gross wells.

(3)          As at December 31, 2015, Encana was in the process of drilling exploratory wells of approximately 1 gross well (1 net well) in Canada.

 

 

Encana Corporation

D-9

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Development Wells Drilled (1, 2)

 

 

 

Gas

 

Oil

 

Dry &
Abandoned

 

Total Working
Interest

 

Royalty

 

Total

 

 

 

Gross

 

Net 

 

 

Gross

 

Net  

 

 

Gross

 

Net 

 

 

Gross

 

Net 

 

 

Gross

 

Gross

 

Net 

 

2015 (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

160

 

135

 

 

-

 

-

 

 

-

 

-

 

 

160

 

135

 

 

13

 

 

173

 

135

 

USA Operations

 

80

 

19

 

 

260

 

246

 

 

-

 

-

 

 

340

 

265

 

 

64

 

 

404

 

265

 

Total

 

240

 

154

 

 

260

 

246

 

 

-

 

-

 

 

500

 

400

 

 

77

 

 

577

 

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

299

 

255

 

 

22

 

22

 

 

-

 

-

 

 

321

 

277

 

 

37

 

 

358

 

277

 

USA Operations

 

239

 

82

 

 

144

 

120

 

 

1

 

-

 

 

384

 

202

 

 

11

 

 

395

 

202

 

Total

 

538

 

337

 

 

166

 

142

 

 

1

 

-

 

 

705

 

479

 

 

48

 

 

753

 

479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

329

 

308

 

 

67

 

66

 

 

-

 

-

 

 

396

 

374

 

 

430

 

 

826

 

374

 

USA Operations

 

437

 

201

 

 

-

 

-

 

 

-

 

-

 

 

437

 

201

 

 

31

 

 

468

 

201

 

Total

 

766

 

509

 

 

67

 

66

 

 

-

 

-

 

 

833

 

575

 

 

461

 

 

1,294

 

575

 

 

(1)          “Gross” wells are the total number of wells in which Encana has an interest.

(2)          “Net” wells are the number of wells obtained by aggregating Encana’s working interest in each of its gross wells.

(3)          As at December 31, 2015, Encana was in the process of drilling development wells of approximately 5 gross wells (4 net wells) in Canada; and approximately 24 gross wells (10 net wells) in the U.S.

 

 

Encana Corporation

D-10

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 


 


 

Production Volumes (After Royalties)

 

The following tables summarize the net daily average production volumes for Encana for the periods indicated.

 

Production Volumes

 

 

 

 

 

 

 

 

 

 

 

(After Royalties)

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

(average daily)

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Natural Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

971

 

1,001

 

876

 

881

 

1,128

 

USA Operations

 

664

 

570

 

671

 

687

 

729

 

 

 

1,635

 

1,571

 

1,547

 

1,568

 

1,857

 

Oil (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

5.6

 

4.0

 

5.3

 

6.5

 

6.6

 

USA Operations

 

81.4

 

86.6

 

86.6

 

79.7

 

72.6

 

 

 

87.0

 

90.6

 

91.9

 

86.2

 

79.2

 

NGLs (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

22.8

 

28.2

 

21.9

 

19.8

 

21.2

 

USA Operations

 

23.6

 

26.2

 

26.6

 

21.3

 

20.3

 

 

 

46.4

 

54.4

 

48.5

 

41.1

 

41.5

 

Oil & NGLs (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

28.4

 

32.2

 

27.2

 

26.3

 

27.8

 

USA Operations

 

105.0

 

112.8

 

113.2

 

101.0

 

92.9

 

 

 

133.4

 

145.0

 

140.4

 

127.3

 

120.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(average daily)

 

 

 

 

 

 

 

2014

 

2013

 

Natural Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

1,378

 

1,432

 

USA Operations

 

 

 

 

 

 

 

972

 

1,345

 

 

 

 

 

 

 

 

 

2,350

 

2,777

 

Oil (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

13.6

 

11.9

 

USA Operations

 

 

 

 

 

 

 

35.8

 

13.9

 

 

 

 

 

 

 

 

 

49.4

 

25.8

 

NGLs (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

23.6

 

18.5

 

USA Operations

 

 

 

 

 

 

 

13.8

 

9.6

 

 

 

 

 

 

 

 

 

37.4

 

28.1

 

Oil & NGLs (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

37.2

 

30.4

 

USA Operations

 

 

 

 

 

 

 

49.6

 

23.5

 

 

 

 

 

 

 

 

 

86.8

 

53.9

 

 

 

Encana Corporation

D-11

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Per-Unit Results (After Royalties)

 

The following tables summarize the net per-unit results for Encana for the periods indicated, which exclude the impact of realized hedging.

 

Netbacks by Country

(After Royalties)

 

 

 

2015

 

 

Annual  

 

Q4  

 

Q3  

 

Q2  

 

Q1  

 

Natural Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

2.75

 

2.04

 

2.48

 

2.39

 

3.89

 

Production, mineral and other taxes

 

0.07

 

0.06

 

0.08

 

0.08

 

0.08

 

Transportation and processing

 

1.71

 

1.59

 

1.75

 

1.95

 

1.58

 

Operating

 

0.38

 

0.44

 

0.38

 

0.43

 

0.29

 

Netback

 

0.59

 

(0.05

)

0.27

 

(0.07

)

1.94

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

2.60

 

2.29

 

2.75

 

2.33

 

2.97

 

Production, mineral and other taxes

 

0.11

 

0.10

 

0.14

 

0.12

 

0.09

 

Transportation and processing

 

2.34

 

2.31

 

2.47

 

2.26

 

2.30

 

Operating

 

0.65

 

0.58

 

0.59

 

0.71

 

0.72

 

Netback

 

(0.50

)

(0.70

)

(0.45

)

(0.76

)

(0.14

)

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

2.69

 

2.13

 

2.60

 

2.37

 

3.53

 

Production, mineral and other taxes

 

0.09

 

0.07

 

0.11

 

0.10

 

0.09

 

Transportation and processing

 

1.96

 

1.85

 

2.06

 

2.09

 

1.86

 

Operating

 

0.49

 

0.49

 

0.47

 

0.55

 

0.46

 

Netback

 

0.15

 

(0.28

)

(0.04

)

(0.37

)

1.12

 

Oil ($/bbl)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

43.90

 

38.50

 

41.32

 

53.26

 

40.01

 

Production, mineral and other taxes

 

0.92

 

1.08

 

0.98

 

0.95

 

0.76

 

Transportation and processing

 

17.45

 

22.15

 

16.10

 

16.84

 

16.26

 

Operating

 

7.49

 

8.36

 

5.12

 

7.04

 

9.36

 

Netback

 

18.04

 

6.91

 

19.12

 

28.43

 

13.63

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

43.31

 

37.44

 

42.47

 

53.14

 

40.58

 

Production, mineral and other taxes

 

2.71

 

2.25

 

2.47

 

2.93

 

3.32

 

Transportation and processing

 

0.03

 

0.15

 

(0.03

)

-

 

-

 

Operating

 

12.03

 

11.00

 

12.70

 

14.04

 

10.22

 

Netback

 

28.54

 

24.04

 

27.33

 

36.17

 

27.04

 

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

43.35

 

37.48

 

42.40

 

53.15

 

40.53

 

Production, mineral and other taxes

 

2.60

 

2.20

 

2.38

 

2.78

 

3.11

 

Transportation and processing

 

1.15

 

1.12

 

0.91

 

1.27

 

1.35

 

Operating

 

11.73

 

10.88

 

12.27

 

13.52

 

10.14

 

Netback

 

27.87

 

23.28

 

26.84

 

35.58

 

25.93

 

 

 

Encana Corporation

D-12

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 



 

Netbacks by Country

(After Royalties)

 

 

 

2015

 

 

Annual  

 

Q4  

 

Q3  

 

Q2  

 

Q1  

 

NGLs ($/bbl) (2)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

29.21

 

28.89

 

26.93

 

33.74

 

27.76

 

Production, mineral and other taxes

 

-

 

-

 

-

 

-

 

-

 

Transportation and processing

 

1.59

 

1.32

 

0.99

 

1.64

 

2.54

 

Netback

 

27.62

 

27.57

 

25.94

 

32.10

 

25.22

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

14.37

 

13.26

 

13.52

 

15.48

 

15.80

 

Production, mineral and other taxes

 

0.89

 

0.79

 

1.20

 

0.70

 

0.82

 

Transportation and processing

 

1.46

 

1.39

 

1.41

 

1.16

 

1.96

 

Netback

 

12.02

 

11.08

 

10.91

 

13.62

 

13.02

 

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

21.66

 

21.36

 

19.57

 

24.28

 

21.92

 

Production, mineral and other taxes

 

0.45

 

0.38

 

0.66

 

0.36

 

0.40

 

Transportation and processing

 

1.53

 

1.35

 

1.22

 

1.39

 

2.26

 

Netback

 

19.68

 

19.63

 

17.69

 

22.53

 

19.26

 

Oil & NGLs ($/bbl) (1)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

32.10

 

30.08

 

29.75

 

38.57

 

30.65

 

Production, mineral and other taxes

 

0.18

 

0.13

 

0.19

 

0.23

 

0.18

 

Transportation and processing

 

4.71

 

3.90

 

3.95

 

5.40

 

5.78

 

Operating

 

1.48

 

1.04

 

1.01

 

1.74

 

2.21

 

Netback

 

25.73

 

25.01

 

24.60

 

31.20

 

22.48

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

36.80

 

31.81

 

35.66

 

45.21

 

35.18

 

Production, mineral and other taxes

 

2.30

 

1.91

 

2.17

 

2.46

 

2.77

 

Transportation and processing

 

0.35

 

0.44

 

0.31

 

0.24

 

0.43

 

Operating

 

9.33

 

8.43

 

9.73

 

11.08

 

7.99

 

Netback

 

24.82

 

21.03

 

23.45

 

31.43

 

23.99

 

Total Encana

 

 

 

 

 

 

 

 

 

 

 

Price, after royalties

 

35.80

 

31.43

 

34.52

 

43.83

 

34.13

 

Production, mineral and other taxes

 

1.85

 

1.52

 

1.79

 

2.00

 

2.17

 

Transportation and processing

 

1.28

 

1.21

 

1.02

 

1.31

 

1.66

 

Operating

 

7.65

 

6.80

 

8.03

 

9.15

 

6.67

 

Netback

 

25.02

 

21.90

 

23.68

 

31.37

 

23.63

 

 

(1)  Operating costs related to Natural Gas are not allocated to NGLs.

 

 

Encana Corporation

D-13

 

Annual Information Form (prepared in US$)

U.S. Protocol Reserves Disclosure

 


 


 

Netbacks by Country

(After Royalties)

 

 

 

Annual Average (1)

 

 

2014

 

2013

 

Natural Gas ($/Mcf)

 

 

 

 

 

Canadian Operations

 

 

 

 

 

Price, after royalties

 

4.89

 

3.35

 

Production, mineral and other taxes

 

0.11

 

0.09

 

Transportation and processing

 

1.50

 

1.36

 

Operating

 

0.48

 

0.54

 

Netback

 

2.80

 

1.36

 

USA Operations

 

 

 

 

 

Price, after royalties

 

4.62

 

3.81

 

Production, mineral and other taxes

 

0.16

 

0.15

 

Transportation and processing

 

1.82

 

1.47

 

Operating

 

0.63

 

0.70

 

Netback

 

2.01

 

1.49

 

Total Encana

 

 

 

 

 

Price, after royalties

 

4.78

 

3.57

 

Production, mineral and other taxes

 

0.13

 

0.12

 

Transportation and processing

 

1.65

 

1.41

 

Operating

 

0.54

 

0.62

 

Netback

 

2.46

 

1.42

 

Oil ($/bbl)

 

 

 

 

 

Canadian Operations

 

 

 

 

 

Price, after royalties

 

82.86

 

83.28

 

Production, mineral and other taxes

 

2.34

 

2.68

 

Transportation and processing

 

10.51

 

6.85

 

Operating

 

5.44

 

8.92

 

Netback

 

64.57

 

64.83

 

USA Operations

 

 

 

 

 

Price, after royalties

 

81.27

 

90.63

 

Production, mineral and other taxes

 

5.81

 

6.00

 

Transportation and processing

 

-

 

-

 

Operating

 

7.65

 

11.98

 

Netback

 

67.81

 

72.65

 

Total Encana

 

 

 

 

 

Price, after royalties

 

81.71

 

87.25

 

Production, mineral and other taxes

 

4.86

 

4.47

 

Transportation and processing

 

2.89

 

3.15

 

Operating

 

7.04

 

10.58

 

Netback

 

66.92

 

69.05

 

NGLs ($/bbl) (2)

 

 

 

 

 

Canadian Operations

 

 

 

 

 

Price, after royalties

 

53.41

 

53.37

 

Production, mineral and other taxes

 

-

 

-

 

Transportation and processing

 

1.02

 

0.32

 

Netback

 

52.39

 

53.05

 

USA Operations

 

 

 

 

 

Price, after royalties

 

38.92

 

40.41

 

Production, mineral and other taxes

 

2.64

 

2.82

 

Transportation and processing

 

1.42

 

-

 

Netback

 

34.86

 

37.59

 

Total Encana

 

 

 

 

 

Price, after royalties

 

48.09

 

48.95

 

Production, mineral and other taxes

 

0.97

 

0.96

 

Transportation and processing

 

1.17

 

0.21

 

Netback

 

45.95

 

47.78

 

 

(1)  Updated to reflect the reclassification of property taxes and certain other levied charges from transportation and processing expense and/or operating expense to production, mineral and other taxes.  There were no changes to the reported totals for Netbacks.

 

(2)  Operating costs related to Natural Gas are not allocated to NGLs.

 

 

Encana Corporation

Annual Information Form (prepared in US$)

D-14

U.S. Protocol Reserves Disclosure

 



 

Netbacks by Country

(After Royalties)

 

 

 

Annual Average (1)

 

 

2014

 

2013

 

Oil & NGLs ($/bbl) (2)

 

 

 

 

 

Canadian Operations

 

 

 

 

 

Price, after royalties

 

64.16

 

65.06

 

Production, mineral and other taxes

 

0.85

 

1.05

 

Transportation and processing

 

4.49

 

2.88

 

Operating

 

1.98

 

3.48

 

Netback

 

56.84

 

57.65

 

USA Operations

 

 

 

 

 

Price, after royalties

 

69.54

 

70.18

 

Production, mineral and other taxes

 

4.93

 

4.71

 

Transportation and processing

 

0.39

 

 

Operating

 

5.53

 

7.10

 

Netback

 

58.69

 

58.37

 

Total Encana

 

 

 

 

 

Price, after royalties

 

67.24

 

67.30

 

Production, mineral and other taxes

 

3.18

 

2.64

 

Transportation and processing

 

2.15

 

1.62

 

Operating

 

4.02

 

5.07

 

Netback

 

57.89

 

57.97

 

 

(1)  Updated to reflect the reclassification of property taxes and certain other levied charges from transportation and processing expense and/or operating expense to production, mineral and other taxes.  There were no changes to the reported totals for Netbacks.

 

(2)  Operating costs related to Natural Gas are not allocated to NGLs.

 

Impact of Realized Hedging on Encana’s Netbacks

(After Royalties)

 

 

 

2015

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Natural Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

1.35

 

1.25

 

1.28

 

1.32

 

1.52

 

USA Operations

 

0.99

 

1.39

 

0.88

 

0.93

 

0.82

 

Total

 

1.20

 

1.30

 

1.11

 

1.15

 

1.25

 

Oil & NGLs ($/bbl)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

1.56

 

4.80

 

2.09

 

(2.21

)

0.78

 

USA Operations

 

4.83

 

8.50

 

5.17

 

0.52

 

4.58

 

Total

 

4.13

 

7.68

 

4.57

 

(0.05

)

3.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Average

 

 

 

 

 

 

 

 

2014

 

2013

 

Natural Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

(0.15

)

0.51

 

USA Operations

 

 

 

 

 

 

 

(0.24

)

0.53

 

Total

 

 

 

 

 

 

 

(0.19

)

0.52

 

Oil & NGLs ($/bbl)

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

1.36

 

0.46

 

USA Operations

 

 

 

 

 

 

 

3.29

 

0.44

 

Total

 

 

 

 

 

 

 

2.46

 

0.45

 

 

Note: The Company did not hedge NGLs production for the periods presented.

 

 

Encana Corporation

Annual Information Form (prepared in US$)

D-15

U.S. Protocol Reserves Disclosure

 



 

Appendix  E - Audit Committee Mandate

 

 

Last updated December 9, 2014.

 

I.             PURPOSE

 

The Audit Committee (the “Committee”) is appointed by the Board of Directors of Encana Corporation (“the Corporation”) to assist the Board in fulfilling its oversight responsibilities.

 

The Committee’s primary duties and responsibilities are to:

 

·     Review management’s identification of principal financial risks and monitor the process to manage such risks.

 

·     Oversee and monitor the Corporation’s compliance with legal and regulatory requirements.

 

·     Receive and review the reports of the Audit Committee of any subsidiary with public securities.

 

·     Oversee and monitor the integrity of the Corporation’s accounting and financial reporting processes, financial statements and system of internal controls regarding accounting and financial reporting and accounting compliance.

 

·     Oversee audits of the Corporation’s financial statements.

 

·     Oversee and monitor the qualifications, independence and performance of the Corporation’s external auditors and internal auditing department.

 

·     Provide an avenue of communication among the external auditors, management, the internal auditing department, and the Board of Directors.

 

·     Report to the Board of Directors regularly.

 

The Committee has the authority to conduct any review or investigation appropriate to fulfilling its responsibilities. The Committee shall have unrestricted access to personnel and information, and any resources necessary to carry out its responsibility. In this regard, the Committee may direct internal audit personnel to particular areas of examination.

 

 

II.            COMPOSITION AND MEETINGS

 

Committee Member’s Duties in addition to those of a Director

 

The duties and responsibilities of a member of the Committee are in addition to those duties set out for a member of the Board of Directors.

 

Composition

 

The Committee shall consist of not less than three and not more than five directors as determined by the Board, all of whom shall qualify as independent directors pursuant to National Instrument 52-110 Audit Committees (as implemented by the Canadian Securities Administrators and as amended from time to time)  (“NI 52-110”).

 

All members of the Committee shall be financially literate, as defined in NI 52-110, and at least one member shall have accounting or related financial managerial expertise. In particular, at least one member shall have, through (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; (ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (iv) other relevant experience:

 

·      An understanding of generally accepted accounting principles and financial statements;

 

 

Encana Corporation

E-1

Annual Information Form (prepared in US$)

 



 

·     The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;

 

·      Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements, or experience actively supervising one or more persons engaged in such activities;

 

·      An understanding of internal controls and procedures for financial reporting; and

 

·      An understanding of audit committee functions.

 

Committee members may not, other than in their respective capacities as members of the Committee, the Board or any other committee of the Board, accept directly or indirectly any consulting, advisory or other compensatory fee from the Corporation or any subsidiary of the Corporation, or be an “affiliated person” (as such term is defined in the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules adopted by the U.S. Securities and Exchange Commission (“SEC”) thereunder) of the Corporation or any subsidiary of the Corporation. For greater certainty, directors’ fees and fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Corporation that are not contingent on continued service should be the only compensation an audit committee member receives from the Corporation.

 

At least one member shall have experience in the oil and gas industry.

 

Committee members shall not simultaneously serve on the audit committees of more than two other public companies, unless the Board first determines that such simultaneous service will not impair the ability of the relevant members to effectively serve on the Committee, and required public disclosure is made.

 

The non-executive Board Chair shall be a non-voting member of the Committee.  See Quorum for further details.

 

Appointment of Members

 

Committee members shall be appointed at a meeting of the Board, effective after the election of directors at the annual meeting of shareholders, provided that any member may be removed or replaced at any time by the Board and shall, in any event, cease to be a member of the Committee upon ceasing to be a member of the Board.

 

The Nominating and Corporate Governance Committee will recommend for approval to the Board an independent Director to act as Chair of the Committee.  The Board shall appoint the Chair of the Committee.

 

If the Chair of the Committee is unavailable or unable to attend a meeting of the Committee, the Chair shall ask another member to chair the meeting, failing which a member of the Committee present at the meeting shall be chosen to preside over the meeting by a majority of the members of the Committee present at such meeting.

 

The Chair of the Committee presiding at any meeting of the Committee shall not have a casting vote.

 

The items pertaining to the Chair in this section should be read in conjunction with the Committee Chair section of the Chair of the Board of Directors and Committee Chair General Guidelines.

 

Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board.

 

The Corporate Secretary or one of the Assistant Corporate Secretaries of the Corporation or such other person as the Corporate Secretary of the Corporation shall designate from time to time shall be the Secretary of the Committee and shall keep minutes of the meetings of the Committee.

 

Meetings

 

Committee meetings may, by agreement of the Chair of the Committee, be held in person, by video conference, by means of telephone or by a combination of any of the foregoing.

 

 

Encana Corporation

E-2

Annual Information Form (prepared in US$)

 



 

The Committee shall meet at least quarterly.  The Chair of the Committee may call additional meetings as required. In addition, a meeting may be called by the non-executive Board Chair, the President & Chief Executive Officer, or any member of the Committee or by the external auditors.

 

The Committee shall have the right to determine who shall, and who shall not, be present at any time during a meeting of the Committee.

 

Directors, who are not members of the Committee, may attend Committee meetings, on an ad hoc basis, upon prior consultation and approval by the Committee Chair or by a majority of the members of the Committee.

 

The Committee may, by specific invitation, have other resource persons in attendance.

 

The President & Chief Executive Officer, the Executive Vice-President & Chief Financial Officer, the Vice-President, Finance & Comptroller, the Vice-President, Financial Compliance, Governance & Risk or any vice-president holding a similar role in accounting, risk, compliance and/or audit are expected to be available to attend the Committee’s meetings or portions thereof.

 

Notice of Meeting

 

Notice of the time and place of each Committee meeting may be given orally, or in writing, or by facsimile, or by electronic means to each member of the Committee at least 48 hours prior to the time fixed for such meeting. Notice of each meeting shall also be given to the external auditors of the Corporation.

 

A member and the external auditors may, in any manner, waive notice of the Committee meeting. Attendance of a member at a meeting shall constitute waiver of notice of the meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

 

Quorum

 

A majority of Committee members, present in person, by video conference, by telephone, or by a combination thereof, shall constitute a quorum. In addition, if an ex officio, non-voting member’s presence is required to attain a quorum of the Committee, then the said member shall be allowed to cast a vote at the meeting.

 

Minutes

 

Minutes of each Committee meeting should be succinct yet comprehensive in describing substantive issues discussed by the Committee. However, they should clearly identify those items of responsibilities scheduled by the Committee for the meeting that have been discharged by the Committee and those items of responsibilities that are outstanding.

 

Minutes of Committee meetings shall be sent to all Committee members and to the external auditors.

 

The full Board of Directors shall be kept informed of the Committee’s activities by a report following each Committee meeting.

 

 

III.           RESPONSIBILITIES

 

Review Procedures

 

Review and update the Committee’s mandate annually, or sooner, where the Committee deems it appropriate to do so.  Provide a summary of the Committee’s composition and responsibilities in the Corporation’s annual report or other public disclosure documentation.

 

Provide a summary of all approvals by the Committee of the provision of audit, audit-related, tax and other services by the external auditors for inclusion in the Corporation’s annual report filed with the SEC.

 

 

Encana Corporation

E-3

Annual Information Form (prepared in US$)

 



 

Annual Financial Statements

 

1.          Discuss and review with management and the external auditors the Corporation’s and any subsidiary with public securities annual audited financial statements and related documents prior to their filing or distribution. Such review to include:

 

a.        The annual financial statements and related footnotes including significant issues regarding accounting principles, practices and significant management estimates and judgments, including any significant changes in the Corporation’s selection or application of accounting principles, any major issues as to the adequacy of the Corporation’s internal controls and any special steps adopted in light of material control deficiencies.

 

b.        Management’s Discussion and Analysis.

 

c.         A review of the use of off-balance sheet financing including management’s risk assessment and adequacy of disclosure.

 

d.        A review of the external auditors’ audit examination of the financial statements and their report thereon.

 

e.        Review of any significant changes required in the external auditors’ audit plan.

 

f.          A review of any serious difficulties or disputes with management encountered during the course of the audit, including any restrictions on the scope of the external auditors’ work or access to required information.

 

g.         A review of other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.

 

2.        Review and formally recommend approval to the Board of the Corporation’s:

 

a.        Year-end audited financial statements.  Such review shall include discussions with management and the external auditors as to:

 

(i)        The accounting policies of the Corporation and any changes thereto.

 

(ii)       The effect of significant judgments, accruals and estimates.

 

(iii)      The manner of presentation of significant accounting items.

 

(iv)      The consistency of disclosure.

 

b.        Management’s Discussion and Analysis.

 

c.        Annual Information Form as to financial information.

 

d.        All prospectuses and information circulars as to financial information.

 

The review shall include a report from the external auditors about the quality of the most critical accounting principles upon which the Corporation’s financial status depends, and which involve the most complex, subjective or significant judgmental decisions or assessments.

 

Quarterly Financial Statements

 

3.          Review with management and the external auditors and either approve (such approval to include the authorization for public release) or formally recommend for approval to the Board the Corporation’s:

 

a.        Quarterly unaudited financial statements and related documents, including Management’s Discussion and Analysis.

 

b.        Any significant changes to the Corporation’s accounting principles.

 

 

Encana Corporation

E-4

Annual Information Form (prepared in US$)

 



 

Review quarterly unaudited financial statements of any subsidiary of the Corporation with public securities prior to their distribution.

 

Other Financial Filings and Public Documents

 

4.          Review and discuss with management financial information, including annual and interim earnings press releases, the use of “pro forma” or non-GAAP financial information and earnings guidance, contained in any filings with the securities regulators or news releases related thereto (or provided to analysts or rating agencies). Consideration should be given as to whether the information is consistent with the information contained in the financial statements of the Corporation or any subsidiary with public securities. Such review and discussion should occur before public disclosure and may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

 

Internal Control Environment

 

5.       Ensure that management, the external auditors, and the internal auditors provide to the Committee an annual report on the Corporation’s control environment as it pertains to the Corporation’s financial reporting process and controls.

 

6.        Review and discuss significant financial risks or exposures and assess the steps management has taken to monitor, control, report and mitigate such risk to the Corporation.

 

7.         Review significant findings prepared by the external auditors and the internal auditing department together with management’s responses.

 

8.          Review in consultation with the internal auditors and the external auditors the degree of coordination in the audit plans of the internal auditors and the external auditors and enquire as to the extent the planned scope can be relied upon to detect weaknesses in internal controls, fraud, or other illegal acts. The Committee will assess the coordination of audit effort to assure completeness of coverage and the effective use of audit resources. Any significant recommendations made by the auditors for the strengthening of internal controls shall be reviewed and discussed with management.

 

Other Review Items

 

9.         Review policies and procedures with respect to officers’ and directors’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal auditor or the external auditors.

 

10.       Review all related party transactions between the Corporation and any officers or directors, including affiliations of any officers or directors.

 

11.       Review with the General Counsel, the head of internal audit and the external auditors the results of their review of the Corporation’s monitoring compliance with each of the Corporation’s published codes of business conduct and applicable legal requirements.

 

12.       Review legal and regulatory matters, including correspondence with regulators and governmental agencies, that may have a material impact on the interim or annual financial statements, related corporation compliance policies, and programs and reports received from regulators or governmental agencies.  Members from the Legal and Tax departments should be at the meeting in person to deliver their reports.

 

13.       Review policies and practices with respect to off-balance sheet transactions and trading and hedging activities, and consider the results of any review of these areas by the internal auditors or the external auditors.

 

14.      Ensure that the Corporation’s presentations on net proved reserves have been reviewed with the Reserves Committee of the Board.

 

 

Encana Corporation

E-5

Annual Information Form (prepared in US$)

 



 

15.       Review management’s processes in place to prevent and detect fraud.

 

16.       Review procedures for the receipt, retention and treatment of complaints received by the Corporation, including confidential, anonymous submissions by employees of the Corporation, regarding accounting, internal accounting controls, or auditing matters.

 

17.       Review with the President & Chief Executive Officer, the Executive Vice-President & Chief Financial Officer of the Corporation and the external auditors: (i) all significant deficiencies and material weaknesses in the design or operation of the Corporation’s internal controls and procedures for financial reporting which could adversely affect the Corporation’s ability to record, process, summarize and report financial information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act or applicable Canadian federal and provincial legislation and regulations within the required time periods, and (ii) any fraud, whether or not material, that involves management of the Corporation or other employees who have a significant role in the Corporation’s internal controls and procedures for financial reporting.

 

18.       Meet on a periodic basis separately with management.

 

External Auditors

 

19.       Be directly responsible, in the Committee’s capacity as a committee of the Board and subject to the rights of shareholders and applicable law, for the appointment, compensation, retention and oversight of the work of the external auditors (including resolution of disagreements between management and the external auditors regarding financial reporting) for the purpose of preparing or issuing an audit report, or performing other audit, review or attest services for the Corporation.  The external auditors shall report directly to the Committee.

 

20.       Meet on a regular basis with the external auditors (without management present) and have the external auditors be available to attend Committee meetings or portions thereof at the request of the Chair of the Committee or by a majority of the members of the Committee.

 

21.       Review and discuss a report from the external auditors at least quarterly regarding:

 

a.        All critical accounting policies and practices to be used;

 

b.        All alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and

 

c.        Other material written communications between the external auditors and management, such as any management letter or schedule of unadjusted differences.

 

22.      Obtain and review a report from the external auditors at least annually regarding:

 

a.         The external auditors’ internal quality-control procedures.

 

b.         Any material issues raised by the most recent internal quality-control review, or peer review, of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with those issues.

 

c.         To the extent contemplated in the following paragraph, all relationships between the external auditors and the Corporation.

 

 

Encana Corporation

E-6

Annual Information Form (prepared in US$)

 



 

23.       Review and discuss with the external auditors all relationships that the external auditors and their affiliates have with the Corporation and its affiliates in order to determine the external auditors’ independence, including, without limitation, (i) receiving and reviewing, as part of the report described in the preceding paragraph, a formal written statement from the external auditors delineating all relationships that may reasonably be thought to bear on the independence of the external auditors with respect to the Corporation and its affiliates, (ii) discussing with the external auditors any disclosed relationships or services that the external auditors believe may affect the objectivity and independence of the external auditors, and (iii) recommending that the Board take appropriate action in response to the external auditors’ report to satisfy itself of the external auditors’ independence.

 

24.       Review and evaluate:

 

a.       The external auditors’ and the lead partner of the external auditors’ team’s performance, and make a recommendation to the Board of Directors regarding the reappointment of the external auditors at the annual meeting of the Corporation’s shareholders or regarding the discharge of such external auditors.

 

b.        The terms of engagement of the external auditors together with their proposed fees.

 

c.        External audit plans and results.

 

d.        Any other related audit engagement matters.

 

e.        The engagement of the external auditors to perform non-audit services, together with the fees therefor, and the impact thereof, on the independence of the external auditors.

 

25.       Upon reviewing and discussing the information provided to the Committee in accordance with paragraphs 21 through 24, evaluate the external auditors’ qualifications, performance and independence, including whether or not the external auditors’ quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining auditor independence, taking into account the opinions of management and the head of internal audit. The Committee shall present its conclusions with respect to the external auditors to the Board.

 

26.       Ensure the rotation of partners on the audit engagement team in accordance with applicable law. Consider whether, in order to assure continuing external auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis.

 

27.       Set clear hiring policies for the Corporation’s hiring of employees or former employees of the external auditors.

 

28.       Consider with management and the external auditors the rationale for employing audit firms other than the principal external auditors.

 

29.       Consider and review with the external auditors, management and the head of internal audit:

 

a.         Significant findings during the year and management’s responses and follow-up thereto.

 

b.         Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information, and management’s response.

 

c.         Any significant disagreements between the external auditors or internal auditors and management.

 

d.         Any changes required in the planned scope of their audit plan.

 

e.         The resources, budget, reporting relationships, responsibilities and planned activities of the internal auditors.

 

f.          The internal audit department mandate.

 

g.         Internal audit’s compliance with the Institute of Internal Auditors’ standards.

 

 

Encana Corporation

E-7

Annual Information Form (prepared in US$)

 



 

Internal Audit Department and Independence

 

30.       Meet on a periodic basis separately with the head of internal audit.

 

31.       Review and concur in the appointment, compensation, replacement, reassignment, or dismissal of the head of internal audit.

 

32.       Confirm and assure, annually, the independence of the internal audit department and the external auditors.

 

Approval of Audit and Non-Audit Services

 

33.       Review and, where appropriate, approve the provision of all permitted non-audit services (including the fees and terms thereof) in advance of the provision of those services by the external auditors (subject to de minimus exceptions for non-audit services described, in NI 52-110, the rules and forms under the Exchange Act, SEC Regulation S-X or other applicable Canadian or United States federal, provincial and state legislation and regulations, which services are approved by the Committee prior to the completion of the audit).

 

34.       Review and, where appropriate and permitted, approve the provision of all audit services (including the fees and terms thereof) in advance of the provision of those services by the external auditors.

 

35.       If the pre-approvals contemplated in paragraphs 33 and 34 are not obtained, approve, where appropriate and permitted, the provision of all audit and non-audit services promptly after the Committee or a member of the Committee to whom authority is delegated becomes aware of the provision of those services.

 

36.       Delegate, if the Committee deems necessary or desirable, to subcommittees consisting of one or more members of the Committee, the authority to grant the pre-approvals and approvals described in paragraphs 33 through 35. The decision of any such subcommittee to grant pre-approval shall be presented to the full Committee at the next scheduled Committee meeting.

 

37.       The Committee may establish policies and procedures for the pre-approvals described in paragraphs 33 and 34, so long as such policies and procedures are detailed as to the particular service, the Committee is informed of each service and such policies and procedures do not include delegation of the Committee’s responsibilities under the Exchange Act or applicable Canadian federal and provincial legislation and regulations to management.

 

Other Matters

 

38.       Review and concur in the appointment, replacement, reassignment, or dismissal of the Chief Financial Officer.

 

39.       Upon a majority vote of the Committee outside resources may be engaged where and if deemed advisable.

 

40.       Report Committee actions to the Board of Directors with such recommendations, as the Committee may deem appropriate.

 

41.      Conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain, obtain advice or otherwise receive assistance from independent counsel, accountants, or others to assist it in the conduct of any investigation as it deems necessary and the carrying out of its duties.

 

42.      The Corporation shall provide for appropriate funding, as determined by the Committee in its capacity as a committee of the Board, for payment (i) of compensation to the external auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, (ii) of compensation to any advisors employed by the Committee and (iii) of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

 

 

Encana Corporation

E-8

Annual Information Form (prepared in US$)

 



 

43.      Obtain assurance from the external auditors that disclosure to the Committee is not required pursuant to the provisions of the Exchange Act regarding the discovery of illegal acts by the external auditors.

 

44.      The Committee shall review and reassess the adequacy of this Mandate annually and recommend any proposed changes to the Board for approval.

 

45.      The Committee’s performance shall be evaluated annually by the Nominating and Corporate Governance Committee of the Board of Directors.

 

46.       Perform such other functions as required by law, the Corporation’s mandate or bylaws, or the Board of Directors.

 

47.       Consider any other matters referred to it by the Board of Directors.

 

 

Encana Corporation

E-9

Annual Information Form (prepared in US$)

 



 

 

 

 

GRAPHIC

 

 

 

 

 

 

 

Encana Corporation

 

Management’s Discussion and Analysis

 

 

 

For the year ended December 31, 2015

 

 

(Prepared in U.S. Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Management’s Discussion and Analysis

 

This Management’s Discussion and Analysis (“MD&A”) for Encana Corporation (“Encana” or the “Company”) should be read with the audited Consolidated Financial Statements for the period ended December 31, 2015 (“Consolidated Financial Statements”), as well as the audited Consolidated Financial Statements and MD&A for the year ended December 31, 2014.

 

The Consolidated Financial Statements and comparative information have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) and in U.S. dollars, except where another currency has been indicated. References to C$ are to Canadian dollars. Encana’s financial results are consolidated in Canadian dollars; however, the Company has adopted the U.S. dollar as its reporting currency to facilitate a more direct comparison to other North American oil and gas companies. Production volumes are presented on an after royalties basis consistent with U.S. oil and gas reporting standards and the disclosure of U.S. oil and gas companies. The term “liquids” is used to represent oil, natural gas liquids (“NGLs” or “NGL”) and condensate. The term “liquids rich” is used to represent natural gas streams with associated liquids volumes. This document is dated February 29, 2016.

 

For convenience, references in this document to “Encana”, the “Company”, “we”, “us”, “our” and “its” may, where applicable, refer only to or include any relevant direct and indirect subsidiary corporations and partnerships (“Subsidiaries”) of Encana Corporation, and the assets, activities and initiatives of such Subsidiaries.

 

Certain measures in this document do not have any standardized meaning as prescribed by U.S. GAAP and, therefore, are considered non-GAAP measures. Non-GAAP measures are commonly used in the oil and gas industry and by Encana to provide shareholders and potential investors with additional information regarding the Company’s liquidity and its ability to generate funds to finance its operations. Non-GAAP measures include: Cash Flow; Free Cash Flow; Operating Earnings (Loss); Upstream Operating Cash Flow, excluding Hedging; Operating Netback; Debt to Debt Adjusted Cash Flow; and Debt to Adjusted Capitalization. Further information regarding these measures can be found in the Non-GAAP Measures section of this MD&A, including reconciliations of Cash from Operating Activities to Cash Flow and Free Cash Flow, and of Net Earnings (Loss) Attributable to Common Shareholders to Operating Earnings (Loss).

 

The following volumetric measures may be abbreviated throughout this MD&A: thousand cubic feet (“Mcf”); million cubic feet (“MMcf”) per day (“MMcf/d”); billion cubic feet (“Bcf”) per day (“Bcf/d”); trillion cubic feet (“Tcf”); barrel (“bbl”);  thousand barrels (“Mbbls”) per day (“Mbbls/d”); million barrels (“MMbbls”); barrels of oil equivalent (“BOE”) per day (“BOE/d”); thousand barrels of oil equivalent (“MBOE”) per day (“MBOE/d”); million barrels of oil equivalent (“MMBOE”); million British thermal units (“MMBtu”).

 

Readers should also read the Advisory section located at the end of this document, which provides information on Forward-Looking Statements and Oil and Gas Information.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

1

 

Prepared using U.S. GAAP in US$

 



 

Encana’s Strategic Objectives

 

Encana is a leading North American energy producer that is focused on developing its strong portfolio of resource plays producing natural gas, oil and NGLs. Encana is committed to growing long-term shareholder value through a disciplined focus on generating profitable growth. The Company is pursuing the key business objectives of balancing its commodity portfolio, focusing capital investments in a limited number of core, high return and scalable projects, maintaining portfolio flexibility to respond to changing market conditions, maximizing profitability through operating efficiencies, reducing costs and preserving balance sheet strength.

 

Encana continually strives to improve operating efficiencies, foster technological innovation and lower its cost structures, while reducing its environmental footprint through play optimization. The Company’s resource play hub model utilizes highly integrated production facilities to develop resources by drilling multiple wells from central pad sites. Capital and operating efficiencies are achieved through repeatable operations, optimizing equipment and processes and by applying continuous improvement techniques.

 

Encana hedges a portion of its expected natural gas and oil production volumes. The Company’s hedging program reduces volatility and helps sustain Cash Flow and Operating Netbacks during periods of lower prices. Further information on the Company’s commodity price positions as at December 31, 2015 can be found in the Results Overview section of this MD&A and in Note 24 to the Consolidated Financial Statements.

 

Additional information on expected results can be found in Encana’s Corporate Guidance on the Company’s website www.encana.com.

 

 

Encana’s Business

 

Encana’s reportable segments are determined based on the Company’s operations and geographic locations as follows:

 

·      Canadian Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within Canada.

 

·      USA Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within the U.S.

 

·      Market Optimization is primarily responsible for the sale of the Company’s proprietary production. These results are reported in the Canadian and USA Operations. Market optimization activities include third party purchases and sales of product to provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification. These activities are reflected in the Market Optimization segment. Market Optimization sells substantially all of the Company’s upstream production to third party customers. Transactions between segments are based on market values and are eliminated on consolidation. Financial information is presented on an after eliminations basis within this MD&A.

 

Corporate and Other 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 reporting segment to which the derivative instruments relate.

 

Comparative figures for 2014 and 2013 have been updated to present property taxes and certain other levied charges within production, mineral and other taxes. Further information regarding the reclassification can be found in the Results of Operations section of this MD&A.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

2

 

Prepared using U.S. GAAP in US$

 



 

Results Overview

 

Highlights

 

In the year ended December 31, 2015, Encana reported:

 

·      Cash Flow of $1,430 million and an Operating Loss of $61 million.

 

·      Net Loss of $5,165 million, including after-tax non-cash ceiling test impairments of $4,130 million and an after-tax non-operating foreign exchange loss of $702 million.

 

·      Average realized natural gas prices, including financial hedges, of $3.89 per Mcf. Average realized oil prices, including financial hedges, of $49.68 per bbl. Average realized NGL prices of $21.66 per bbl.

 

·      Average natural gas production volumes of 1,635 MMcf/d and average oil and NGL production volumes of 133.4 Mbbls/d.

 

·      Dividends paid of $0.28 per share.

 

·      Cash and cash equivalents of $271 million at year end.

 

Significant developments for the Company during the year ended December 31, 2015 included the following:

 

·    Closed the sale of the Company’s Haynesville natural gas assets located in northern Louisiana to GEP Haynesville, LLC (“GeoSouthern”) on November 12, 2015 for proceeds of approximately $769 million, after closing adjustments. Based on the January 1, 2015 effective date of the transaction, Encana also reduced its gathering and midstream commitments by approximately $480 million (undiscounted) through the transfer of current and future obligations and will transport and market GeoSouthern’s Haynesville production on a fee for service basis for the next five years.

 

·      Announced an agreement on October 8, 2015 to sell to Crestone Peak Resources Holdings LLC, an entity jointly owned by the Canada Pension Plan Investment Board and The Broe Group, the Company’s DJ Basin assets in Colorado, comprising approximately 51,000 net acres, for an announced purchase price of approximately $900 million, before post-closing and other adjustments. The transaction, previously expected to close in the fourth quarter of 2015, is expected to close by the end of the second quarter of 2016, with an effective date of April 1, 2015, and is subject to satisfaction of certain closing conditions.

 

·     Completed a bought deal offering of 98,458,975 common shares of Encana, including common shares issued under an over-allotment option, at a price of C$14.60 per common share (the “Share Offering”). The Share Offering was completed during March 2015 for aggregate gross proceeds of approximately C$1.44 billion.

 

·     Redeemed the Company’s $700 million 5.90 percent notes due December 1, 2017 and its C$750 million 5.80 percent medium-term notes due January 18, 2018, in April 2015, using net proceeds from the Share Offering and cash on hand.

 

·     Closed the sale of the Company’s working interest in certain properties in central and southern Alberta to Ember Resources Inc. on January 15, 2015 for proceeds of approximately C$557 million, after closing adjustments.

 

·     Closed the sale of certain natural gas gathering and compression assets in northeastern British Columbia to Veresen Midstream Limited Partnership (“VMLP”) on March 31, 2015 for cash consideration net to Encana of approximately C$450 million, after closing adjustments.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

3

 

Prepared using U.S. GAAP in US$

 



 

Financial Results

 

 

 

2015

 

2014

 

2013

($ millions, except as indicated)

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Annual

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow (1)

 

$ 1,430

 

$   383

 

$   371

 

$   181

 

$   495

 

$  2,934

 

$   377

 

$   807

 

$   656

 

$ 1,094

 

$ 2,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ per share - diluted

 

1.74

 

0.45

 

0.44

 

0.22

 

0.65

 

3.96

 

0.51

 

1.09

 

0.89

 

1.48

 

3.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings (Loss) (1), (2)

 

(61)

 

111

 

(24)

 

(167)

 

19

 

1,002

 

35

 

281

 

171

 

515

 

802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ per share - diluted

 

(0.07)

 

0.13

 

(0.03)

 

(0.20)

 

0.03

 

1.35

 

0.05

 

0.38

 

0.23

 

0.70

 

1.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) Attributable to Common Shareholders

 

(5,165)

 

(612)

 

(1,236)

 

(1,610)

 

(1,707)

 

3,392

 

198

 

2,807

 

271

 

116

 

236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ per share - basic & diluted

 

(6.28)

 

(0.72)

 

(1.47)

 

(1.91)

 

(2.25)

 

4.58

 

0.27

 

3.79

 

0.37

 

0.16

 

0.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

4,422

 

1,031

 

1,312

 

830

 

1,249

 

8,019

 

2,254

 

2,285

 

1,588

 

1,892

 

5,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized Hedging Gain (Loss), before tax

 

901

 

287

 

213

 

161

 

240

 

(91)

 

124

 

28

 

(102)

 

(141)

 

544

Unrealized Hedging Gain (Loss), before tax

 

(331)

 

(90)

 

173

 

(278)

 

(136)

 

444

 

489

 

231

 

9

 

(285)

 

(345)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upstream Operating Cash Flow

 

2,264

 

552

 

531

 

479

 

702

 

3,918

 

821

 

982

 

800

 

1,315

 

3,192

Upstream Operating Cash Flow, excluding Hedging (1)

 

1,344

 

261

 

314

 

315

 

454

 

3,999

 

694

 

952

 

898

 

1,455

 

2,652

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Investment

 

2,232

 

280

 

473

 

743

 

736

 

2,526

 

857

 

598

 

560

 

511

 

2,712

Net Acquisitions & (Divestitures) (3)

 

(1,838)

 

(761)

 

(99)

 

(140)

 

(838)

 

(1,329)

 

50

 

(2,007)

 

652

 

(24)

 

(521)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free Cash Flow (1)

 

(802)

 

103

 

(102)

 

(562)

 

(241)

 

408

 

(480)

 

209

 

96

 

583

 

(131)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceiling Test Impairments, after tax

 

(4,130)

 

(514)

 

(1,066)

 

(1,328)

 

(1,222)

 

-

 

-

 

-

 

-

 

-

 

-

Gain (Loss) on Divestitures, after tax

 

9

 

-

 

(2)

 

1

 

10

 

2,523

 

(11)

 

2,399

 

135

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets (4)

 

15,644

 

 

 

 

 

 

 

 

 

24,531

 

 

 

 

 

 

 

 

 

17,645

Total Debt

 

5,363

 

 

 

 

 

 

 

 

 

7,340

 

 

 

 

 

 

 

 

 

7,124

Cash & Cash Equivalents

 

271

 

 

 

 

 

 

 

 

 

338

 

 

 

 

 

 

 

 

 

2,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Volumes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas (MMcf/d)

 

1,635

 

1,571

 

1,547

 

1,568

 

1,857

 

2,350

 

1,861

 

2,199

 

2,541

 

2,809

 

2,777

Oil & NGLs (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

87.0

 

90.6

 

91.9

 

86.2

 

79.2

 

49.4

 

68.8

 

62.1

 

34.2

 

32.1

 

25.8

NGLs

 

46.4

 

54.4

 

48.5

 

41.1

 

41.5

 

37.4

 

37.6

 

41.9

 

34.0

 

35.8

 

28.1

Total Oil & NGLs

 

133.4

 

145.0

 

140.4

 

127.3

 

120.7

 

86.8

 

106.4

 

104.0

 

68.2

 

67.9

 

53.9

Total Production (MBOE/d)

 

405.9

 

406.8

 

398.3

 

388.7

 

430.1

 

478.5

 

416.7

 

470.6

 

491.8

 

536.1

 

516.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Mix (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas

 

67

 

64

 

65

 

67

 

72

 

82

 

74

 

78

 

86

 

87

 

90

Oil & NGLs

 

33

 

36

 

35

 

33

 

28

 

18

 

26

 

22

 

14

 

13

 

10

 

(1)          A non-GAAP measure, which is defined in the Non-GAAP Measures section of this MD&A.

(2)          In continued support of Encana’s strategy, organizational structure changes were formalized in Q2 2015 and resulted in a revision to the Q1 2015 Operating Earnings to exclude restructuring charges incurred in the first quarter.

(3)          Excludes the impact of the PrairieSky Royalty Ltd. divestiture and the Athlon Energy Inc. acquisition during 2014, as summarized in the Net Capital Investment section of this MD&A.

(4)          2014 and 2013 have been restated due to the early adoption of Accounting Standard Update 2015-17, Balance Sheet Classification of Deferred Taxes, as discussed in the Accounting Policies and Estimates section of this MD&A.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

4

 

Prepared using U.S. GAAP in US$

 



 

Factors Impacting Quarterly Net Earnings

 

Encana’s quarterly net earnings can be significantly impacted by fluctuations in commodity prices, realized and unrealized hedging gains and losses, production volumes, foreign exchange rates, ceiling test impairments and gains or losses on divestitures, which are provided in the Financial Results table and Prices and Foreign Exchange Rates table within this MD&A. Quarterly net earnings are also impacted by Encana’s interim income tax expense calculated using the estimated annual effective income tax rate as discussed in the Critical Accounting Estimates section of this MD&A, and by acquisition and divestiture transactions as discussed in the Net Capital Investment section of this MD&A.

 

Ceiling Test Impairments

 

Under full cost accounting, the carrying amount of Encana’s natural gas and oil properties within each country cost centre is subject to a ceiling test performed quarterly. Ceiling test impairments are recognized when the capitalized costs, net of accumulated depletion and the related deferred income taxes, exceed the sum of the estimated after-tax future net cash flows from proved reserves as calculated under Securities and Exchange Commission (“SEC”) requirements using the 12-month average trailing prices and discounted at 10 percent.

 

In 2015, the Company recognized after-tax non-cash ceiling test impairments of $4,130 million in the USA Operations. The non-cash ceiling test impairments primarily resulted from the decline in the 12-month average trailing prices. Further declines in the 12-month average trailing prices could reduce proved reserves volumes and values and result in the recognition of future ceiling test impairments.

 

Future ceiling test impairments are difficult to reasonably predict and depend on commodity prices, as well as changes to reserves estimates, future development costs, capitalized costs and unproved property costs. Proceeds received from natural gas and oil property divestitures are generally deducted from the Company’s capitalized costs and can reduce the likelihood of ceiling test impairments.

 

The Company has calculated the estimated effects that certain price changes would have had on its ceiling test impairment for the year ended December 31, 2015. Using the average of the price on the first day of each month from the most recent nine months of 2015 and commodity futures prices for the first three months of 2016, the 12-month average trailing prices for the year ended December 31, 2015 would have been $47.28 per bbl for WTI, C$58.61 per bbl for Edmonton Light Sweet, $2.47 per MMBtu for Henry Hub, and C$2.59 per MMBtu for AECO, while holding all other inputs and assumptions constant. Based on these estimated prices, an additional after-tax ceiling test impairment of $174 million for the USA Operations and $2 million for the Canadian Operations would have been recognized for the year ended December 31, 2015. The additional estimated after-tax ceiling test impairment is partly a result of an 11 percent decrease in proved undeveloped reserves as certain locations would not be economic at these revised prices. This estimate strictly isolates the potential impact of commodity prices on the Company’s proved reserves volumes and values. Due to uncertainties in estimating proved reserves, the additional after-tax ceiling test impairment described and resulting implications may not be indicative of Encana’s future development plans, operating or financial results.

 

The Company believes that the discounted after-tax future net cash flows from proved reserves required to be used in the ceiling test calculation are not indicative of the fair market value of Encana’s natural gas and oil properties or the future net cash flows expected to be generated from such properties. Additional information on the ceiling test calculation can be found in the Critical Accounting Estimates section of this MD&A.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

5

 

Prepared using U.S. GAAP in US$

 



 

Q4 2015 versus Q4 2014

 

Cash Flow of $383 million increased $6 million during the three months ended December 31, 2015 and was impacted by the following significant items:

 

·     Average realized natural gas prices, excluding financial hedges, were $2.13 per Mcf compared to $3.94 per Mcf in 2014 reflecting lower benchmark prices. Lower realized natural gas prices decreased revenues $263 million. Average realized liquids prices, excluding financial hedges, were $31.43 per bbl compared to $57.35 per bbl in 2014 reflecting lower benchmark prices. Lower realized liquids prices decreased revenues $330 million.

 

·     Average natural gas production volumes of 1,571 MMcf/d decreased 290 MMcf/d from 1,861 MMcf/d in 2014 primarily due to divestitures, natural declines in Haynesville and Piceance and lower production from Deep Panuke, partially offset by successful drilling programs in Montney and Duvernay. Lower natural gas volumes decreased revenues $107 million. Average oil and NGL production volumes of 145.0 Mbbls/d increased 38.6 Mbbls/d from 106.4 Mbbls/d in 2014 primarily due to acquisitions and successful drilling programs in liquids rich plays. Higher oil and NGL volumes increased revenues $191 million.

 

·     Realized financial hedging gains before tax were $287 million compared to $124 million in 2014.

 

·     Transportation and processing expense decreased $56 million primarily due to the lower U.S./Canadian dollar exchange rate, divestitures and lower production from Deep Panuke, partially offset by higher volumes in Montney.

 

·     Interest expense decreased $146 million primarily due to a one-time outlay of $125 million associated with the early redemption of senior notes assumed in conjunction with the acquisition of Athlon Energy Inc. (“Athlon”) in the fourth quarter of 2014.

 

·     Other expense decreased $38 million primarily due to transaction costs of $31 million associated with the acquisition of Athlon in the fourth quarter of 2014.

 

·     Current tax expense was $4 million compared to $2 million in 2014. Cash Flow excludes cash tax on the sale of assets as discussed in the Non-GAAP measures section of this MD&A.

 

Operating Earnings in the fourth quarter of 2015 were $111 million compared to $35 million in 2014 primarily due to the items discussed in the Cash Flow section. Operating Earnings in the fourth quarter of 2015 were also impacted by lower depreciation, depletion and amortization (“DD&A”), lower long-term compensation costs due to the decrease in the Encana share price, higher foreign exchange losses on the revaluation of other monetary assets and liabilities and settlements, and changes in deferred tax.

 

Net Loss Attributable to Common Shareholders in the fourth quarter of 2015 was $612 million compared to Net Earnings Attributable to Common Shareholders of $198 million in 2014 primarily due to an after-tax non-cash ceiling test impairment and the items discussed in the Cash Flow and Operating Earnings sections. Net Loss in the fourth quarter of 2015 was also impacted by after-tax unrealized hedging losses.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

6

 

Prepared using U.S. GAAP in US$

 



 

2015 versus 2014

 

Cash Flow of $1,430 million decreased $1,504 million in the year ended December 31, 2015 and was impacted by the following significant items:

 

·     Average realized natural gas prices, excluding financial hedges, were $2.69 per Mcf compared to $4.78 per Mcf in 2014 reflecting lower benchmark prices. Lower realized natural gas prices decreased revenues $1,198 million. Average realized liquids prices, excluding financial hedges, were $35.80 per bbl compared to $67.24 per bbl in 2014 reflecting lower benchmark prices. Lower realized liquids prices decreased revenues $1,151 million.

 

·     Average natural gas production volumes of 1,635 MMcf/d decreased 715 MMcf/d from 2,350 MMcf/d in 2014 primarily due to divestitures, natural declines in Haynesville and Piceance and lower production from Deep Panuke, partially offset by successful drilling programs in Montney and Duvernay. Lower natural gas volumes decreased revenues $1,305 million. Average oil and NGL production volumes of 133.4 Mbbls/d increased 46.6 Mbbls/d from 86.8 Mbbls/d in 2014 primarily due to acquisitions and successful drilling programs in liquids rich plays, partially offset by divestitures. Higher oil and NGL volumes increased revenues $766 million.

 

·     Realized financial hedging gains before tax were $901 million compared to losses of $91 million in 2014.

 

·     Transportation and processing expense decreased $244 million primarily due to divestitures, the lower U.S./Canadian dollar exchange rate and lower production from Deep Panuke, partially offset by higher volumes in Montney.

 

·     Current tax was a recovery of $34 million compared to an expense of $243 million in 2014 as discussed in the Other Operating Results section of this MD&A. Cash Flow excludes cash tax on the sale of assets as discussed in the Non-GAAP measures section of this MD&A.

 

Operating Loss in 2015 was $61 million compared to Operating Earnings of $1,002 million in 2014 primarily due to the items discussed in the Cash Flow section. Operating Loss in 2015 was also impacted by higher foreign exchange losses on settlements and the revaluation of other monetary assets and liabilities, lower DD&A and changes in deferred tax.

 

Net Loss Attributable to Common Shareholders in 2015 was $5,165 million compared to Net Earnings Attributable to Common Shareholders of $3,392 million in 2014 primarily due to after-tax non-cash ceiling test impairments, a lower after-tax gain on divestitures and the items discussed in the Cash Flow and Operating Earnings sections. Net Loss in 2015 was also impacted by after-tax unrealized hedging losses, a higher after-tax non-operating foreign exchange loss and changes in deferred tax.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

7

 

Prepared using U.S. GAAP in US$

 



 

2014 versus 2013

 

Cash Flow of $2,934 million increased $353 million in the year ended December 31, 2014 and was impacted by the following significant items:

 

·     Average realized natural gas prices, excluding financial hedges, were $4.78 per Mcf compared to $3.57 per Mcf in 2013 reflecting higher benchmark prices, including the impact of higher realized prices from Deep Panuke production. Higher realized natural gas prices increased revenues $1,067 million. Average realized liquids prices, excluding financial hedges, were $67.24 per bbl compared to $67.30 per bbl in 2013 reflecting lower WTI prices. Lower realized liquids prices decreased revenues $23 million.

 

·     Average natural gas production volumes of 2,350 MMcf/d decreased 427 MMcf/d from 2,777 MMcf/d in 2013 primarily due to divestitures resulting from the Company’s strategic transition to a more balanced commodity portfolio and natural declines, partially offset by production from Deep Panuke. Lower natural gas volumes decreased revenues $602 million. Average oil and NGL production volumes of 86.8 Mbbls/d increased 32.9 Mbbls/d from 53.9 Mbbls/d in 2013 primarily due to acquisitions and successful drilling programs in liquids rich plays, partially offset by divestitures and the sale of the Company’s investment in PrairieSky Royalty Ltd. (“PrairieSky”). Higher oil and NGL volumes increased revenues $829 million.

 

·     Realized financial hedging losses before tax were $91 million compared to gains of $544 million in 2013.

 

·     Operating expense decreased $162 million primarily due to lower salaries and benefits related to workforce reductions resulting from the 2013 restructuring, divestitures and the lower U.S./Canadian dollar exchange rate, partially offset by acquisitions. The decrease also reflects lower non-cash long-term compensation costs resulting from the decrease in the Encana share price.

 

·     Administrative expense decreased $112 million primarily due to lower restructuring charges of $52 million and the lower U.S./Canadian dollar exchange rate. The decrease also reflects lower non-cash long-term compensation costs resulting from the decrease in the Encana share price.

 

·     Interest expense increased $91 million primarily due to a one-time outlay associated with the early redemption of senior notes assumed in conjunction with the acquisition of Athlon.

 

·     Other expense increased $70 million primarily due to transaction costs of $40 million associated with the acquisitions of Athlon and Eagle Ford. The increase also reflects non-cash reclamation charges relating to non-producing assets.

 

·     Current tax expense was $243 million compared to a recovery of $191 million in 2013 as discussed in the Other Operating Results section of this MD&A. Cash Flow excludes cash tax on the sale of assets as discussed in the Non-GAAP Measures section of this MD&A.

 

Operating Earnings of $1,002 million increased $200 million primarily due to the items discussed in the Cash Flow section. Operating Earnings in 2014 were also impacted by a higher foreign exchange gain on the revaluation of other monetary assets and higher DD&A. Operating Earnings excludes restructuring charges as described in the Non-GAAP Measures section of this MD&A.

 

Net Earnings Attributable to Common Shareholders of $3,392 million increased $3,156 million primarily due to gains on divestitures as well as the items discussed in the Cash Flow and Operating Earnings sections. Net Earnings Attributable to Common Shareholders in 2014 were also impacted by after-tax unrealized hedging gains, a higher after-tax non-operating foreign exchange loss and changes in deferred tax.

 

 

 

Management’s Discussion and Analysis

Encana Corporation

8

 

Prepared using U.S. GAAP in US$

 



 

Prices and Foreign Exchange Rates

 

 

 

 

2015

 

2014

 

2013

(average for the period)

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

Annual

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Encana Realized Pricing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Hedging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas ($/Mcf)

 

$   3.89

 

$   3.43

 

$   3.71

 

$   3.52

 

$   4.78

 

$   4.59

 

$   4.16

 

$   4.03

 

$   4.08

 

$   5.82

 

$   4.09

Oil & NGLs ($/bbl)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

49.68

 

49.77

 

49.38

 

53.08

 

46.17

 

86.03

 

80.38

 

90.22

 

89.55

 

86.34

 

88.19

NGLs

 

21.66

 

21.36

 

19.57

 

24.28

 

21.92

 

48.09

 

40.87

 

48.76

 

49.39

 

53.79

 

48.95

Total Oil & NGLs

 

39.93

 

39.11

 

39.09

 

43.78

 

37.83

 

69.70

 

66.40

 

73.50

 

69.53

 

69.19

 

67.75

Total ($/BOE)

 

28.81

 

27.19

 

28.17

 

28.53

 

31.24

 

35.21

 

35.55

 

35.06

 

30.75

 

39.22

 

29.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluding Hedging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas ($/Mcf)

 

2.69

 

2.13

 

2.60

 

2.37

 

3.53

 

4.78

 

3.94

 

3.88

 

4.46

 

6.37

 

3.57

Oil & NGLs ($/bbl)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

43.35

 

37.48

 

42.40

 

53.15

 

40.53

 

81.71

 

66.38

 

90.18

 

92.93

 

86.43

 

87.25

NGLs

 

21.66

 

21.36

 

19.57

 

24.28

 

21.92

 

48.09

 

40.87

 

48.76

 

49.39

 

53.79

 

48.95

Total Oil & NGLs

 

35.80

 

31.43

 

34.52

 

43.83

 

34.13

 

67.24

 

57.35

 

73.48

 

71.23

 

69.23

 

67.30

Total ($/BOE)

 

22.61

 

19.44

 

22.26

 

23.90

 

24.82

 

35.67

 

32.25

 

34.36

 

32.93

 

42.12

 

26.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas Price Benchmarks

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX ($/MMBtu)

 

2.66

 

2.27

 

2.77

 

2.64

 

2.98

 

4.41

 

4.00

 

4.06

 

4.67

 

4.94

 

3.65

AECO (C$/Mcf)

 

2.77

 

2.65

 

2.80

 

2.67

 

2.95

 

4.42

 

4.01

 

4.22

 

4.68

 

4.76

 

3.16

Algonquin City Gate ($/MMBtu)

 

4.74

 

3.05

 

2.37

 

2.24

 

11.41

 

8.06

 

4.99

 

2.97

 

4.23

 

20.28

 

6.97

Basis Differential ($/MMBtu)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AECO/NYMEX

 

0.49

 

0.27

 

0.61

 

0.50

 

0.57

 

0.39

 

0.44

 

0.16

 

0.40

 

0.60

 

0.57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil Price Benchmarks

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West Texas Intermediate (WTI) ($/bbl)

 

48.80

 

42.18

 

46.43

 

57.94

 

48.64

 

93.00

 

73.15

 

97.17

 

102.99

 

98.68

 

97.97

Edmonton Light Sweet (C$/bbl)

 

57.21

 

52.95

 

56.23

 

67.71

 

51.94

 

94.57

 

75.69

 

97.16

 

105.61

 

99.83

 

93.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average U.S./Canadian Dollar Exchange Rate

 

0.782

 

0.749

 

0.764

 

0.813

 

0.806

 

0.905

 

0.881

 

0.918

 

0.917

 

0.906

 

0.971

 

 

Encana’s financial results are influenced by fluctuations in commodity prices, price differentials and the U.S./Canadian dollar exchange rate. In 2015, Encana’s average realized natural gas price, excluding hedging, reflected lower benchmark prices compared to 2014. Hedging activities contributed $1.20 per Mcf to Encana’s average realized natural gas price in 2015. The average realized natural gas price for production from Deep Panuke was $8.19 per Mcf in 2015 and increased Encana’s average realized natural gas price $0.22 per Mcf. In 2015, Encana’s average realized oil and NGL prices, excluding hedging, reflected lower benchmark prices compared to 2014. Hedging activities contributed $6.33 per bbl to Encana’s average realized oil price in 2015.

 

In 2014, Encana’s average realized natural gas price, excluding hedging, reflected higher benchmark prices compared to 2013. Hedging activities reduced Encana’s average realized natural gas price $0.19 per Mcf in 2014. Realized natural gas prices for production from Deep Panuke were $8.34 per Mcf in 2014, which increased Encana’s average realized natural gas price $0.31 per Mcf in 2014. In 2014, Encana’s average realized oil and NGL prices, excluding hedging, reflected generally lower benchmark prices compared to 2013. Hedging activities contributed $4.32 per bbl to Encana’s average realized oil price in 2014.

 

 

 

Management’s Discussion and Analysis

Encana Corporation

9

 

Prepared using U.S. GAAP in US$

 



 

Financial Hedge Agreements

 

As a means of managing commodity price volatility and its impact on cash flows, Encana enters into various financial hedge agreements. Unsettled derivative financial contracts are recorded at the date of the financial statements based on the fair value of the contracts. Changes in fair value result from volatility in forward commodity prices and changes in the balance of unsettled contracts between periods. The changes in fair value are recognized in revenue as unrealized hedging gains and losses. Realized hedging gains and losses are recognized in revenue when derivative financial contracts are settled.

 

During 2015, Encana entered into NYMEX and WTI three-way options and NYMEX costless collars. The three-way options are a combination of a sold call, bought put and a sold put. These contracts allow the Company to participate in the upside of commodity prices to the ceiling of the call option and provide the Company with partial downside price protection through the combination of the put options. The NYMEX costless collars are a combination of a sold call and a bought put. These contracts allow Encana to participate in the upside of commodity prices to the ceiling of the call option and provide downside price protection below the floor of the put option.

 

During 2016, Encana has entered into additional hedging agreements. The tables below summarize Encana’s hedging contracts on expected future production as at December 31, 2015 and expected March to December 2016 production as at February 19, 2016.

 

Natural Gas

 

 

 

As at February 19, 2016

 

As at December 31, 2015

 

 

Term

 

Notional
Volumes
(MMcf/d)

 

Average
Price
($/Mcf)

 

Term

 

Notional
Volumes
(MMcf/d)

 

Average
Price
($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Fixed Price Contracts

 

2016

 

740

 

2.76

 

2016

 

370

 

2.82

 

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Fixed Price Swaptions (1)

 

2017

 

345

 

2.70

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Three-Way Options

 

2017

 

255

 

 

 

2016

 

25

 

 

Sold call price

 

 

 

 

 

3.07

 

 

 

 

 

3.43

Bought put price

 

 

 

 

 

2.75

 

 

 

 

 

3.21

Sold put price

 

 

 

 

 

2.26

 

 

 

 

 

2.72

 

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Costless Collars

 

2016

 

335

 

 

 

2016

 

335

 

 

Sold call price

 

 

 

 

 

2.46

 

 

 

 

 

2.46

Bought put price

 

 

 

 

 

2.22

 

 

 

 

 

2.22

 

(1)          The NYMEX Fixed Price Swaptions give the counterparty the option to extend 2016 fixed price swaps to December 31, 2017 at the strike price.

 

Crude Oil

 

 

 

As at February 19, 2016

 

As at December 31, 2015

 

 

Term

 

Notional
Volumes
(Mbbls/d)

 

Average
Price
($/bbl)

 

Term

 

Notional
Volumes
(Mbbls/d)

 

Average
Price
($/bbl)

 

 

 

 

 

 

 

 

 

 

 

 

 

WTI Fixed Price Contracts

 

2016

 

54.1

 

56.33

 

2016

 

49.0

 

58.51

 

 

 

 

 

 

 

 

 

 

 

 

 

WTI Three-Way Options

 

2016

 

14.6

 

 

 

2016

 

18.3

 

 

Sold call price

 

 

 

 

 

63.01

 

 

 

 

 

63.03

Bought put price

 

 

 

 

 

55.00

 

 

 

 

 

55.00

Sold put price

 

 

 

 

 

47.14

 

 

 

 

 

47.24

 

The Company’s hedging program helps sustain Cash Flow and Operating Netbacks during periods of lower prices. For additional information, see the Risk Management – Financial Risks section of this MD&A.

 

 

 

Management’s Discussion and Analysis

Encana Corporation

10

 

Prepared using U.S. GAAP in US$

 



 

Foreign Exchange

 

As disclosed in the Prices and Foreign Exchange Rates table, the average U.S./Canadian dollar exchange rate decreased 0.123 in 2015 compared to 2014 and 0.066 in 2014 compared to 2013. The table below summarizes selected foreign exchange impacts on Encana’s financial results when compared to the same periods in the prior years.

 

 

 

2015

 

2014

 

2013

 

 

 

$ millions

 

$/BOE

 

$ millions

 

$/BOE

 

$ millions

 

$/BOE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in:

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Investment

 

$ (168)

 

 

 

$ (100)

 

 

 

$ (45)

 

 

 

Transportation and Processing Expense (1)

 

(111)

 

$ (0.75)

 

(51)

 

$ (0.29)

 

(17)

 

$ (0.09)

 

Operating Expense (1)

 

(36)

 

(0.24)

 

(12)

 

(0.07)

 

(10)

 

(0.05)

 

Administrative Expense

 

(24)

 

(0.16)

 

(23)

 

(0.13)

 

(12)

 

(0.06)

 

Depreciation, Depletion and Amortization

 

(84)

 

(0.57)

 

(41)

 

(0.23)

 

(23)

 

(0.10)

 

 

(1)          2014 and 2013 have been updated to reflect the reclassification of property taxes and certain other levied charges from transportation and processing expense and/or operating expense to production, mineral and other taxes.

 

Price Sensitivities

 

Natural gas and liquids prices fluctuate in response to changing market forces, creating varying impacts on Encana’s financial results. The Company’s potential exposure to commodity price fluctuations is summarized in the table below, which shows the estimated effects that certain price changes would have had on the Company’s Cash Flow and Operating Earnings (Loss) for 2015. The price sensitivities below are based on business conditions, transactions and production volumes during 2015. Accordingly, these sensitivities may not be indicative of financial results for other periods, under other economic circumstances or with additional fluctuations in commodity prices.

 

 

 

 

 

Impact On

 

($ millions, except as indicated)

 

Price Change (1)

 

Cash Flow

 

Operating Earnings (Loss)

 

 

 

 

 

 

 

 

 

Increase or Decrease in:

 

 

 

 

 

 

 

NYMEX Natural Gas Price

 

+/- $0.50/MMBtu

 

$ 25

 

$ 18

 

WTI Oil Price

 

+/- $10.00/bbl

 

30

 

20

 

 

(1)          Assumes only one variable changes while all other variables, including the Company’s financial hedging positions, are held constant.

 

 

 

Management’s Discussion and Analysis

Encana Corporation

11

 

Prepared using U.S. GAAP in US$

 



 

Reserves Quantities

 

Since its formation in 2002, Encana has retained independent qualified reserves evaluators (“IQREs”) to evaluate and prepare reports on 100 percent of the Company’s natural gas, oil and NGL reserves annually. The Company has a Reserves Committee composed of independent Board of Directors (“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.

 

As required by Canadian regulatory standards, Encana’s disclosure of reserves data is in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). Encana’s 2015 Canadian protocol disclosure includes proved reserves quantities before and after royalties employing forecast prices and costs and is available in Encana’s Annual Information Form (“AIF”). Canadian standards require reconciliations in this section to include barrels of oil equivalent. The conversion of natural gas volumes to BOE is on the basis of six Mcf to one bbl based on a generic energy equivalency conversion method primarily applicable at the burner tip. This energy equivalency conversion method does not represent economic value equivalency at the wellhead, as the current price of oil and NGLs compared to natural gas is significantly higher.

 

Supplementary oil and gas information, including proved reserves on an after royalties basis, is provided in accordance with U.S. disclosure requirements in Note 27 to the December 31, 2015 Consolidated Financial Statements. As Encana follows U.S. GAAP full cost accounting for oil and gas activities, the U.S. protocol reserves estimates are key inputs to the Company’s depletion and ceiling test impairment calculations. Encana’s 2015 U.S. protocol disclosure is also available in the AIF.

 

The Canadian standards require the use of forecast prices in the estimation of reserves and the disclosure of before and after royalties volumes. The U.S. standards require the use of 12-month average trailing prices in the estimation of reserves and the disclosure of after royalties volumes. The following sections provide Encana’s Canadian protocol and U.S. protocol reserves quantities.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

12

 

Prepared using U.S. GAAP in US$

 



 

Canadian Protocol Reserves Quantities

 

Proved Reserves by Country (1)

(Forecast Prices and Costs; Before Royalties)

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

(as at December 31)

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

2,938

 

3,752

 

5,031

 

112.2

 

97.2

 

141.1

United States

 

1,646

 

2,712

 

4,887

 

366.6

 

357.6

 

136.2

Total

 

4,584

 

6,463

 

9,918

 

478.8

 

454.7

 

277.3

 

(1)               Numbers may not add due to rounding.

 

Proved Reserves Reconciliation (1)

(Forecast Prices and Costs; Before Royalties)

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

Canada

 

United
States

 

Total

 

Canada

 

United
States

 

Total

 

Total
(MMBOE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

3,752

 

2,712

 

6,463

 

97.2

 

357.6

 

454.7

 

1,532.0

Extensions and improved recovery

 

460

 

154

 

614

 

39.9

 

96.4

 

136.2

 

238.5

Technical revisions

 

(157)

 

241

 

84

 

(4.3)

 

31.5

 

27.2

 

41.2

Economic factors

 

(274)

 

(244)

 

(518)

 

(6.8)

 

(64.4)

 

(71.2)

 

(157.5)

Dispositions

 

(459)

 

(923)

 

(1,382)

 

(2.0)

 

(5.7)

 

(7.7)

 

(238.1)

Production

 

(383)

 

(295)

 

(677)

 

(11.8)

 

(48.7)

 

(60.5)

 

(173.4)

December 31, 2015

 

2,938

 

1,646

 

4,584

 

112.2

 

366.6

 

478.8

 

1,242.8

 

(1)   Numbers may not add due to rounding.

 

Encana’s 2015 proved natural gas reserves before royalties of approximately 4.6 Tcf decreased 1.9 Tcf from 2014 primarily due to dispositions of approximately 1.4 Tcf resulting from the Company’s strategic transition to a more balanced commodity portfolio. Extensions and improved recovery of approximately 0.6 Tcf were mostly offset by economic factors of approximately 0.5 Tcf due to a reduction in the forecast prices. Extensions and improved recovery replaced 91 percent of production before royalties during the year.

 

Encana’s 2015 proved oil and NGL reserves before royalties of approximately 478.8 MMbbls increased 24.1 MMbbls from 2014 primarily due to extensions and improved recovery of approximately 136.2 MMbbls, partially offset by negative economic factors of approximately 71.2 MMbbls due to a reduction in the forecast prices. Extensions and improved recovery replaced 225 percent of production before royalties during the year.

 

Proved Reserves by Country (1)

(Forecast Prices and Costs; After Royalties)

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

(as at December 31)

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

2,666

 

3,252

 

4,550

 

91.5

 

76.2

 

122.2

United States

 

1,411

 

2,270

 

4,026

 

288.7

 

280.3

 

112.7

Total

 

4,076

 

5,522

 

8,576

 

380.1

 

356.5

 

234.9

 

(1)               Numbers may not add due to rounding.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

13

 

Prepared using U.S. GAAP in US$

 



 

Proved Reserves Reconciliation (1)

(Forecast Prices and Costs; After Royalties)

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

Canada

 

United
States

 

Total

 

Canada

 

United
States

 

Total

 

Total
(MMBOE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

3,252

 

2,270

 

5,522

 

76.2

 

280.3

 

356.5

 

1,276.9

Extensions and discoveries

 

421

 

121

 

542

 

33.1

 

74.8

 

107.9

 

198.2

Revisions (2)

 

(224)

 

(4)

 

(228)

 

(5.8)

 

(23.3)

 

(29.1)

 

(67.1)

Dispositions

 

(430)

 

(734)

 

(1,164)

 

(1.7)

 

(4.8)

 

(6.5)

 

(200.5)

Production

 

(354)

 

(241)

 

(596)

 

(10.4)

 

(38.3)

 

(48.7)

 

(148.0)

December 31, 2015

 

2,666

 

1,411

 

4,076

 

91.5

 

288.7

 

380.1

 

1,059.5

 

(1)          Numbers may not add due to rounding.

(2)          Includes economic factors.

 

Encana’s 2015 proved natural gas reserves after royalties of approximately 4.1 Tcf decreased 1.4 Tcf from 2014 primarily due to dispositions of approximately 1.2 Tcf resulting from the Company’s strategic transition to a more balanced commodity portfolio. Negative revisions of approximately 0.2 Tcf were mainly due to negative economic factors of 0.4 Tcf offset by positive technical revisions of 0.2 Tcf. Extensions and discoveries replaced 91 percent of production after royalties during the year.

 

Encana’s 2015 proved oil and NGL reserves after royalties of approximately 380.1 MMbbls increased 23.6 MMbbls from 2014 primarily due to extensions and discoveries of approximately 107.9 MMbbls. Extensions and discoveries replaced 222 percent of production after royalties during the year.

 

Forecast Prices

 

The reference prices below were utilized in the determination of reserves.

 

 

 

Natural Gas

 

Oil & NGLs

 

 

Henry Hub
($/MMBtu)

 

AECO
(C$/MMBtu)

 

WTI
($/bbl)

 

Edmonton
Light Sweet
(C$/bbl)

 

 

 

 

 

 

 

 

 

2013 Price Assumptions

 

 

 

 

 

 

 

 

2014

 

4.25

 

4.03

 

97.50

 

92.76

2015 - 2023

 

4.50 - 5.97

 

4.26 - 5.66

 

97.50 - 104.57

 

97.37 - 106.93

Thereafter

 

+2%/yr

 

+2%/yr

 

+2%/yr

 

+2%/yr

 

 

 

 

 

 

 

 

 

2014 Price Assumptions

 

 

 

 

 

 

 

 

2015

 

3.31

 

3.31

 

62.50

 

64.71

2016 - 2024

 

3.75 - 5.68

 

3.77 - 5.71

 

75.00 - 104.57

 

80.00 - 112.67

Thereafter

 

+2%/yr

 

+2%/yr

 

+2%/yr

 

+2%/yr

 

 

 

 

 

 

 

 

 

2015 Price Assumptions

 

 

 

 

 

 

 

 

2016

 

2.45

 

2.57

 

44.67

 

55.89

2017 - 2030

 

3.02 - 5.11

 

3.14 - 5.15

 

55.20 - 97.40

 

66.47 - 109.49

Thereafter

 

+1.8%/yr

 

+1.8%/yr

 

+1.8%/yr

 

+1.8%/yr

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

14

 

Prepared using U.S. GAAP in US$

 



 

U.S. Protocol Reserves Quantities

 

Proved Reserves by Country (1)

(12-month average trailing prices; After Royalties)

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

(as at December 31)

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

1,952

 

3,229

 

3,975

 

69.2

 

77.5

 

110.2

United States

 

1,112

 

2,265

 

3,877

 

219.7

 

284.3

 

110.6

Total

 

3,064

 

5,494

 

7,852

 

288.8

 

361.7

 

220.8

 

(1)               Numbers may not add due to rounding.

 

Proved Reserves Reconciliation (1)

(12-month average trailing prices; After Royalties)

 

 

 

Natural Gas (Bcf)

 

Oil & NGLs (MMbbls)

 

 

 

 

Canada

 

United
States

 

Total

 

Canada

 

United
States

 

Total

 

Total
(MMBOE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

3,229

 

2,265

 

5,494

 

77.5

 

284.3

 

361.7

 

1,277.4

Revisions and improved recovery

 

(801)

 

(342)

 

(1,144)

 

(15.8)

 

(114.7)

 

(130.5)

 

(321.1)

Extensions and discoveries

 

313

 

159

 

472

 

19.8

 

93.3

 

113.0

 

191.7

Sale of reserves in place

 

(434)

 

(728)

 

(1,163)

 

(1.9)

 

(4.8)

 

(6.8)

 

(200.6)

Production

 

(354)

 

(241)

 

(596)

 

(10.4)

 

(38.3)

 

(48.7)

 

(148.0)

December 31, 2015

 

1,952

 

1,112

 

3,064

 

69.2

 

219.7

 

288.8

 

799.4

 

(1)               Numbers may not add due to rounding.

 

Encana’s 2015 proved natural gas reserves after royalties of approximately 3.1 Tcf decreased 2.4 Tcf from 2014 primarily due to the sale of reserves in place of approximately 1.2 Tcf resulting from the Company’s strategic transition to a more balanced commodity portfolio and approximately 1.1 Tcf due to a lower 12-month average trailing natural gas price. Extensions and discoveries of approximately 0.5 Tcf replaced 79 percent of production after royalties during the year.

 

Encana’s 2015 proved oil and NGL reserves after royalties of approximately 288.8 MMbbls decreased 72.9 MMbbls from 2014 primarily due to reductions included in revisions and improved recovery of approximately 112.5 MMbbls due to lower 12-month average trailing oil and NGL prices. Extensions and discoveries of approximately 113.0 MMbbls replaced 232 percent of production after royalties during the year.

 

12-Month Average Trailing Prices

 

The reference prices below were utilized in the determination of reserves. The 12-month average trailing prices were calculated as the average of the prices on the first day of each month within the trailing 12-month period.

 

 

 

Natural Gas

 

Oil & NGLs

 

 

Henry Hub
($/MMBtu)

 

AECO
(C$/MMBtu)

 

WTI
($/bbl)

 

Edmonton
Light Sweet
(C$/bbl)

 

 

 

 

 

 

 

 

 

Reserves Pricing (1)

 

 

 

 

 

 

 

 

2013

 

3.67

 

3.14

 

96.94

 

93.44

2014

 

4.34

 

4.63

 

94.99

 

96.40

2015

 

2.58

 

2.69

 

50.28

 

58.82

 

(1)               All prices were held constant in all future years when estimating reserves.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

15

 

Prepared using U.S. GAAP in US$

 



 

 Net Capital Investment

 

 

($ millions)

 

2015 

 

2014

 

2013 

 

 

 

 

 

 

 

Canadian Operations

 

$     380 

 

$  1,226

 

$ 1,365 

USA Operations

 

1,847 

 

1,285

 

1,283 

Market Optimization

 

 

-

 

Corporate & Other

 

 

15

 

61 

Capital Investment

 

2,232 

 

2,526

 

2,712 

Acquisitions

 

70 

 

3,016

 

184 

Divestitures

 

(1,908)

 

(4,345

)

(705)

Net Acquisitions & (Divestitures)

 

(1,838)

 

(1,329

)

(521)

Net Capital Investment

 

$     394 

 

$  1,197

 

$ 2,191 

 

 

 

 

 

 

 

Capital Investment by Play

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($ millions)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

Montney (1)

 

$     159

 

$     781

 

$    624

Duvernay

 

205

 

328

 

155

Other Upstream Operations

 

 

 

 

 

 

Wheatland (2)

 

5

 

48

 

193

Bighorn

 

-

 

22

 

304

Deep Panuke

 

4

 

8

 

46

Other and emerging (1)

 

7

 

39

 

43

Total Canadian Operations

 

$     380

 

$  1,226

 

$ 1,365

 

 

 

 

 

 

 

USA Operations

 

 

 

 

 

 

Eagle Ford

 

$     570

 

$     274

 

$         -

Permian

 

916

 

117

 

-

Other Upstream Operations

 

 

 

 

 

 

DJ Basin

 

169

 

277

 

181

San Juan

 

58

 

287

 

166

Piceance

 

12

 

48

 

266

Haynesville

 

34

 

51

 

220

Jonah

 

-

 

25

 

58

East Texas

 

-

 

9

 

106

Other and emerging

 

88

 

197

 

286

Total USA Operations

 

$  1,847

 

$  1,285

 

$ 1,283

Capital Investment – Core Assets (1)

 

$  1,850

 

$  1,500

 

$    779

 

  (1)

Montney has been realigned to include certain capital investments which were previously reported in Other and emerging.

  (2)

Wheatland was previously presented as Clearwater.

 

Encana’s core assets include Montney, Duvernay, Eagle Ford and Permian and reflect the Company’s focus on accelerating growth from these high return and scalable projects in the current price environment. Prior to 2015, Encana’s growth assets included these core assets as well as the DJ Basin, San Juan and the Tuscaloosa Marine Shale (“TMS”), which is reported within Other and emerging in the USA Operations. As at December 31, 2015, the DJ Basin and San Juan have been realigned to Other Upstream Operations as a result of the Company’s current capital investment strategy.

 

Capital investment associated with the Clearwater lands transferred to PrairieSky was included in Encana’s Wheatland play until September 25, 2014, after which Encana no longer held an interest in PrairieSky.

 

 

 

Management’s Discussion and Analysis

Encana Corporation

16

 

Prepared using U.S. GAAP in US$

 



 

2015

 

Capital Investment

 

Capital investment during 2015 was $2,232 million compared to $2,526 million in 2014 which reflected disciplined capital spending focused on the Company’s core assets. During 2015, capital spending in Encana’s core assets totaled $1,850 million, representing approximately 83 percent of 2015 capital investment.

 

Divestitures

 

Divestitures in 2015 were $959 million in the Canadian Operations and $896 million in the USA Operations, which primarily included the transactions discussed below, as well as the sale of certain properties that do not complement Encana’s existing portfolio of assets.

 

The Canadian Operations included approximately C$557 million ($467 million), after closing adjustments, for the sale of the Company’s working interest in certain assets included in Wheatland located in central and southern Alberta which comprised approximately 1.2 million net acres of land that contained over 6,800 producing wells. Encana retained a working interest in approximately 0.8 million net acres in Wheatland. In addition, the Canadian Operations included approximately C$450 million ($355 million), after closing adjustments, in cash consideration net to Encana for the sale of certain natural gas gathering and compression assets in Montney in northeastern British Columbia to VMLP. In conjunction with the sale, VMLP will undertake the expansion of future midstream services and will also provide natural gas gathering and processing in Montney to Encana and the Cutbank Ridge Partnership. Further information regarding VMLP can be found in Note 19 to the Consolidated Financial Statements.

 

The USA Operations included approximately $769 million, after closing adjustments, for the sale of the Company’s Haynesville natural gas assets, comprising approximately 112,000 net acres of leasehold, plus additional fee mineral lands, located in northern Louisiana, to GeoSouthern.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

17

 

Prepared using U.S. GAAP in US$

 



 

2014

 

Capital Investment

 

Capital investment during 2014 was $2,526 million compared to $2,712 million in 2013. The Company’s disciplined capital spending focused on the Company’s growth assets as well as executing drilling programs with joint venture partners.

 

Acquisitions

 

Acquisitions in 2014 were $21 million in the Canadian Operations and $2,995 million in the USA Operations, which primarily included land and property purchases with oil and liquids rich production potential.

 

The USA Operations included approximately $2.9 billion, after closing adjustments, related to the acquisition of certain properties in the Eagle Ford shale formation in south Texas. Further information on the acquisition of Eagle Ford can be found in Note 3 to the Consolidated Financial Statements.

 

Divestitures

 

Divestitures in 2014 were $1,847 million in the Canadian Operations and $2,264 million in the USA Operations, which primarily included the sale of land and properties to balance the commodity mix in support of the Company’s business strategy.

 

The Canadian Operations included approximately $1.7 billion, after closing adjustments, for the sale of the Company’s Bighorn assets in west central Alberta. The USA Operations included approximately $1.6 billion, after closing adjustments, for the sale of the Jonah properties in Wyoming and approximately $495 million, after closing adjustments, for the sale of certain properties in East Texas.

 

Amounts received from the Company’s divestiture transactions have been deducted from the respective Canadian and U.S. full cost pools, except for divestitures that resulted in a significant alteration between capitalized costs and proved reserves in the respective country cost centre. For divestitures that resulted in a gain or loss and constituted a business, goodwill was allocated to the divestiture. Accordingly, for the year ended December 31, 2014, Encana recognized a gain of approximately $1,014 million, before tax, on the sale of the Company’s Bighorn assets in the Canadian cost centre and allocated goodwill of $257 million. In addition, for the year ended December 31, 2014, Encana recognized a gain of approximately $209 million, before tax, on the sale of the Jonah properties in the U.S. cost centre and allocated goodwill of $68 million.

 

Other Capital Transactions

 

The following transactions involved the acquisition or disposition of common shares and, therefore, are excluded from the Net Capital Investment table.

 

Acquisition of Athlon

 

On November 13, 2014, Encana completed the acquisition of all of the issued and outstanding shares of common stock of Athlon for $5.93 billion, or $58.50 per share. As part of the acquisition, Encana assumed Athlon’s $1.15 billion senior notes and repaid and terminated Athlon’s credit facility with indebtedness outstanding of $335 million. Athlon’s operations focused on the acquisition and development of oil and gas properties located in the Permian Basin in west Texas. Further information on the acquisition of Athlon can be found in Note 3 to the Consolidated Financial Statements.

 

Divestiture of Investment in PrairieSky

 

During the second quarter of 2014, PrairieSky acquired Encana’s royalty business with assets in Clearwater located predominantly in central and southern Alberta. Subsequently, Encana completed the initial public offering of 59.8 million common shares at a price of C$28.00 per common share for aggregate gross proceeds of approximately C$1.67 billion. Encana retained 70.2 million common shares of PrairieSky, representing a 54 percent ownership interest. For the period in which Encana held an ownership interest, the Company consolidated the financial position and results of operations of PrairieSky and recognized a noncontrolling interest for the third party ownership.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

18

Prepared using U.S. GAAP in US$

 



 

On September 26, 2014, Encana completed the secondary offering of 70.2 million common shares of PrairieSky at a price of C$36.50 per common share for aggregate gross proceeds of approximately C$2.6 billion. Following the completion of the secondary offering, Encana no longer held an interest in PrairieSky. As the sale of the investment in PrairieSky resulted in a significant alteration between capitalized costs and proved reserves in the Canadian cost centre, Encana recognized a gain on divestiture of approximately $2.1 billion, before tax.

 

Further information on the PrairieSky transactions can be found in Note 18 to the Consolidated Financial Statements.

 

2013

 

Capital Investment

 

Capital investment during 2013 was $2,712 million and reflected the Company’s disciplined capital spending which focused on investment in Encana’s highest return plays, investments in opportunities where development has demonstrated success and executing drilling programs with joint venture partners.

 

Acquisitions

 

Acquisitions in 2013 were $28 million in the Canadian Operations and $156 million in the USA Operations, which primarily included land and property purchases with oil and liquids rich production potential.

 

Divestitures

 

Divestitures in 2013 were $685 million in the Canadian Operations and $18 million in the USA Operations. The Canadian Operations included the sale of the Company’s Jean Marie natural gas assets in northeast British Columbia and other assets.

 

 

 

Management’s Discussion and Analysis

Encana Corporation

19

 

Prepared using U.S. GAAP in US$

 



 

 

Production Volumes

 

 

(average daily, after royalties)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

Natural Gas (MMcf/d)

 

1,635

 

2,350

 

2,777

 

 

 

 

 

 

 

Oil (Mbbls/d)

 

87.0

 

49.4

 

25.8

NGLs (Mbbls/d)

 

46.4

 

37.4

 

28.1

Total Oil & NGLs (Mbbls/d)

 

133.4

 

86.8

 

53.9

Total Production (MBOE/d)

 

405.9

 

478.5

 

516.7

 

 

 

 

 

 

 

Production Mix (%)

 

 

 

 

 

 

Natural Gas

 

67

 

82

 

90

Oil & NGLs

 

33

 

18

 

10

 

Production Volumes by Play

 

(average daily, after royalties)

 

Natural Gas (MMcf/d)

 

Oil & NGLs (Mbbls/d)

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

 

Montney (1)

 

723

 

639

 

639

 

22.5

 

18.9

 

10.5

Duvernay

 

27

 

11

 

4

 

4.8

 

2.1

 

0.7

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

Wheatland (2)

 

86

 

292

 

335

 

0.9

 

8.6

 

9.9

Bighorn

 

1

 

158

 

255

 

-

 

7.5

 

8.9

Deep Panuke

 

63

 

190

 

41

 

-

 

-

 

-

Other and emerging (1)

 

71

 

88

 

158

 

0.2

 

0.1

 

0.4

Total Canadian Operations

 

971

 

1,378

 

1,432

 

28.4

 

37.2

 

30.4

 

 

 

 

 

 

 

 

 

 

 

 

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

 

Eagle Ford

 

44

 

19

 

-

 

42.8

 

19.8

 

-

Permian

 

44

 

5

 

-

 

32.8

 

3.5

 

-

Other Upstream Operations

 

 

 

 

 

 

 

 

 

 

 

 

DJ Basin

 

55

 

43

 

39

 

14.9

 

11.6

 

8.4

San Juan

 

13

 

8

 

3

 

6.2

 

3.9

 

1.4

Piceance

 

320

 

402

 

455

 

3.5

 

5.0

 

5.1

Haynesville

 

173

 

311

 

348

 

-

 

-

 

-

Jonah

 

-

 

100

 

323

 

-

 

1.8

 

4.7

East Texas

 

-

 

57

 

136

 

-

 

0.5

 

1.0

Other and emerging

 

15

 

27

 

41

 

4.8

 

3.5

 

2.9

Total USA Operations

 

664

 

972

 

1,345

 

105.0

 

49.6

 

23.5

Total Production Volumes

 

1,635

 

2,350

 

2,777

 

133.4

 

86.8

 

53.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Production Volumes – Core Assets (1)

 

838

 

674

 

643

 

102.9

 

44.3

 

11.2

 

(1)          Montney has been realigned to include certain production volumes which were previously reported in Other and emerging.

(2)          Wheatland was previously presented as Clearwater.

 

Encana’s core assets include Montney, Duvernay, Eagle Ford and Permian and reflect the Company’s focus on accelerating growth from these high return and scalable projects in the current price environment. Prior to 2015, Encana’s growth assets included these core assets as well as the DJ Basin, San Juan and the TMS, which is reported within Other and emerging in the USA Operations. As at December 31, 2015, the DJ Basin and San Juan have been realigned to Other Upstream Operations as a result of the Company’s current capital investment strategy.

 

The production volumes associated with the Clearwater lands transferred to PrairieSky were included in Encana’s Wheatland play until September 25, 2014, after which Encana no longer held an interest in PrairieSky.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

20

 

Prepared using U.S. GAAP in US$

 



 

2015 versus 2014

 

Natural Gas Production Volumes

 

In 2015, average natural gas production volumes of 1,635 MMcf/d decreased 715 MMcf/d from 2014. The Canadian Operations volumes were lower primarily due to the sale of certain assets included in Wheatland in January 2015, the sale of the Bighorn assets in the third quarter of 2014 and shut-in production at Deep Panuke as a result of the implementation of a seasonal operating strategy in 2015 and a higher water production rate, partially offset by successful drilling programs in Montney and Duvernay. The USA Operations volumes were lower primarily due to natural declines in Haynesville and Piceance and the sales of the Jonah and East Texas properties in the second quarter of 2014.

 

Oil and NGL Production Volumes

 

In 2015, average oil and NGL production volumes of 133.4 Mbbls/d increased 46.6 Mbbls/d from 2014. The USA Operations volumes were higher primarily due to the acquisitions of Eagle Ford and the Permian assets in the second and fourth quarters of 2014, respectively, and successful drilling programs in these plays. The Canadian Operations volumes were lower primarily due to the sales of the Bighorn assets and the Company’s investment in PrairieSky in the third quarter of 2014, partially offset by successful drilling programs in Montney and Duvernay.

 

2014 versus 2013

 

Natural Gas Production Volumes

 

In 2014, average natural gas production volumes of 2,350 MMcf/d decreased 427 MMcf/d from 2013. The Canadian Operations volumes were lower in 2014 primarily due to the sale of the Bighorn assets, the sale of the Jean Marie natural gas assets and natural declines, partially offset by higher production volumes from Deep Panuke and a successful drilling program in Montney. The USA Operations volumes were lower in 2014 primarily due to the sale of the Jonah and East Texas properties and natural declines mainly in Piceance and Haynesville.

 

Oil and NGL Production Volumes

 

In 2014, average oil and NGL production volumes of 86.8 Mbbls/d increased 32.9 Mbbls/d from 2013. The Canadian Operations volumes were higher in 2014 primarily due to successful drilling programs, mainly in Montney, partially offset by the sale of the Bighorn assets. The Canadian Operations volumes were also impacted by the sale of the Company’s investment in PrairieSky, partially offset by higher royalty volumes in Clearwater associated with the lands transferred to PrairieSky. The USA Operations volumes were higher in 2014 primarily due to the acquisition of Eagle Ford and the Permian assets and successful drilling programs in the DJ Basin and San Juan, partially offset by the sale of the Jonah properties.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

21

 

Prepared using U.S. GAAP in US$

 



 

 

Results of Operations

 

 

Canadian Operations

 

Operating Cash Flow (1)

 

 

 

 

Natural Gas

 

Oil & NGLs

 

Total (2)

 

($ millions)

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties, excluding Hedging

 

$   976

 

$ 2,468

 

$ 1,771

 

$   333

 

$   872

 

$   722

 

$ 1,327

 

$ 3,366

 

$ 2,548

 

Realized Financial Hedging Gain (Loss)

 

479

 

(74

)

271

 

16

 

18

 

5

 

495

 

(56

)

276

 

Revenues, Net of Royalties

 

1,455

 

2,394

 

2,042

 

349

 

890

 

727

 

1,822

 

3,310

 

2,824

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production, mineral and other taxes

 

26

 

53

 

48

 

2

 

11

 

12

 

28

 

64

 

60

 

Transportation and processing

 

605

 

764

 

715

 

49

 

62

 

32

 

654

 

826

 

747

 

Operating

 

135

 

240

 

287

 

15

 

27

 

38

 

152

 

274

 

336

 

Operating Cash Flow

 

$   689

 

$ 1,337

 

$    992

 

$   283

 

$   790

 

$   645

 

$    988

 

$ 2,146

 

$ 1,681

 

 

Production Volumes

 

 

 

Natural Gas
(MMcf/d)

 

Oil & NGLs
(Mbbls/d)

 

Total
(MBOE/d)

 

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Volumes – After Royalties

 

971

 

1,378

 

1,432

 

28.4

 

37.2

 

30.4

 

190.2

 

266.9

 

269.0

 

 

Operating Netback (1), (3)

 

 

 

Natural Gas
($/Mcf)

 

Oil & NGLs
($/bbl)

 

Total
($/BOE)

 

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties, excluding Hedging

 

$   2.75

 

$   4.89

 

$   3.35

 

$  32.10

 

 $  64.16

 

$ 65.06

 

$  18.84

 

$  34.21

 

$  25.13

 

Realized Financial Hedging Gain (Loss)

 

1.35

 

(0.15

)

0.51

 

1.56

 

1.36

 

0.46

 

7.13

 

(0.57

)

2.78

 

Revenues, Net of Royalties

 

4.10

 

4.74

 

3.86

 

33.66

 

65.52

 

65.52

 

25.97

 

33.64

 

27.91

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production, mineral and other taxes

 

0.07

 

0.11

 

0.09

 

0.18

 

0.85

 

1.05

 

0.41

 

0.66

 

0.61

 

Transportation and processing

 

1.71

 

1.50

 

1.36

 

4.71

 

4.49

 

2.88

 

9.42

 

8.45

 

7.52

 

Operating

 

0.38

 

0.48

 

0.54

 

1.48

 

1.98

 

3.48

 

2.17

 

2.73

 

3.29

 

Operating Netback

 

$   1.94

 

$   2.65

 

$   1.87

 

$  27.29

 

 $  58.20

 

$ 58.11

 

$  13.97

 

$  21.80

 

$  16.49

 

 

(1)          Updated to reflect the reclassification of property taxes and certain other levied charges as discussed below.

(2)          Also includes other revenues and expenses, such as third party processing, with no associated volumes.

(3)          A Non-GAAP measure as defined in the Non-GAAP Measures section of this MD&A.

 

Comparative figures for 2014 and 2013 above have been updated to present property taxes and certain other levied charges within production, mineral and other taxes. Formerly, these costs were presented in either transportation and processing expense or operating expense. As a result, for 2014, the Canadian Operations has reclassified $9 million from transportation and processing expense and $40 million from operating expense to production, mineral and other taxes. For 2013, the Canadian Operations has reclassified $9 million from transportation and processing expense and $36 million from operating expense to production, mineral and other taxes. There were no changes to the reported totals for Operating Cash Flow or Operating Netback.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

22

 

Prepared using U.S. GAAP in US$

 



 

2015 versus 2014

 

Operating Cash Flow of $988 million decreased $1,158 million and was impacted by the following significant items:

 

·                  Lower natural gas prices reflected lower benchmark prices, which decreased revenues $759 million. The average realized natural gas price for production from Deep Panuke was $8.19 per Mcf compared to $8.34 per Mcf in 2014 and increased the average realized natural gas price $0.37 per Mcf compared to $0.54 per Mcf in 2014. Lower liquids prices reflected lower benchmark prices, which decreased revenues $332 million.

 

·                  Average natural gas production volumes of 971 MMcf/d were lower by 407 MMcf/d, which decreased revenues $733 million. Average oil and NGL production volumes of 28.4 Mbbls/d were lower by 8.8 Mbbls/d, which decreased revenues $207 million. Changes in production volumes are discussed in the Production Volumes section of this MD&A.

 

·                  Realized financial hedging gains were $495 million compared to losses of $56 million in 2014.

 

·                  Transportation and processing expense decreased $172 million primarily due to the sale of the Bighorn assets in the third quarter of 2014, the lower U.S./Canadian dollar exchange rate, the sale of certain assets included in Wheatland in January 2015, and shut-in production at Deep Panuke as a result of the implementation of a seasonal operating strategy in 2015 and a higher water production rate, partially offset by higher volumes in Montney.

 

·                 Operating expense decreased $122 million primarily due to the sale of certain assets included in Wheatland in January 2015, the lower U.S./Canadian dollar exchange rate, the sale of the Bighorn assets in the third quarter of 2014 and lower long-term compensation costs due to the decrease in the Encana share price.

 

2014 versus 2013

 

Operating Cash Flow of $2,146 million increased $465 million and was impacted by the following significant items:

 

·                  Higher natural gas prices reflected higher benchmark prices. Realized natural gas prices for production from Deep Panuke were $8.34 per Mcf which increased the average realized natural gas price $0.54 per Mcf. Higher realized natural gas prices for production, including Deep Panuke, increased revenues $780 million. Lower liquids prices decreased revenues $13 million.

 

·                  Average natural gas production volumes of 1,378 MMcf/d were lower by 54 MMcf/d, which decreased revenues $83 million. Average oil and NGL production volumes of 37.2 Mbbls/d were higher by 6.8 Mbbls/d, which increased revenues $163 million. Changes in production volumes are discussed in the Production Volumes section of this MD&A.

 

·                  Realized financial hedging losses were $56 million compared to gains of $276 million in 2013.

 

·                 Transportation and processing expense increased $79 million primarily due to costs related to Deep Panuke production and higher liquids volumes processed, partially offset by the lower U.S./Canadian dollar exchange rate and the sale of the Bighorn assets. The Deep Panuke offshore natural gas facility commenced commercial operations in December 2013.

 

·               Operating expense decreased $62 million primarily due to lower salaries and benefits related to workforce reductions as a result of the 2013 restructuring, the lower U.S./Canadian dollar exchange rate, the sale of the Bighorn assets, the sale of the Jean Marie natural gas assets in the second quarter of 2013 and lower long-term compensation costs due to the decrease in the Encana share price.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

23

 

Prepared using U.S. GAAP in US$

 



 

Other Expenses

 

($ millions, except as indicated)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Depreciation, depletion & amortization

 

$  305

 

$  625

 

$  601

 

Depletion rate ($/BOE)

 

4.39

 

6.40

 

6.06

 

 

DD&A decreased in 2015 compared to 2014 primarily due to lower production volumes, a lower depletion rate and the lower U.S./Canadian dollar exchange rate. The depletion rate was impacted by the sales of the Bighorn assets and the Company’s investment in PrairieSky in the third quarter of 2014 and the lower U.S./Canadian dollar exchange rate.

 

DD&A increased in 2014 compared to 2013 primarily due to a higher depletion rate, partially offset by the lower U.S./Canadian dollar exchange rate. The depletion rate was impacted by the sale of the Bighorn assets, the sale of the Company’s investment in PrairieSky, a decline in proved reserves due to Encana’s change in development plans as the Company strategically transitioned to a more balanced commodity portfolio and the lower U.S./Canadian dollar exchange rate.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

24

 

Prepared using U.S. GAAP in US$

 



 

USA Operations

 

Operating Cash Flow (1)

 

 

 

Natural Gas

 

Oil & NGLs

 

Total (2)

 

($ millions)

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties, excluding Hedging

 

$  629

 

$ 1,640

 

$ 1,872

 

$ 1,412

 

$ 1,258

 

$    602

 

$ 2,066

 

$ 2,927

 

$ 2,499

 

Realized Financial Hedging Gain (Loss)

 

239

 

(85

)

260

 

185

 

60

 

4

 

425

 

(25

)

264

 

Revenues, Net of Royalties

 

868

 

1,555

 

2,132

 

1,597

 

1,318

 

606

 

2,491

 

2,902

 

2,763

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production, mineral and other taxes

 

27

 

57

 

72

 

89

 

89

 

41

 

116

 

146

 

113

 

Transportation and processing

 

566

 

651

 

722

 

14

 

7

 

-

 

580

 

658

 

722

 

Operating

 

158

 

222

 

344

 

357

 

100

 

60

 

519

 

326

 

417

 

Operating Cash Flow

 

$  117

 

$    625

 

$    994

 

$ 1,137

 

$ 1,122

 

$    505

 

$ 1,276

 

$ 1,772

 

$ 1,511

 

 

Production Volumes

 

 

 

Natural Gas
(MMcf/d)

 

Oil & NGLs
(Mbbls/d)

 

Total
(MBOE/d)

 

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production Volumes – After Royalties

 

664

 

972

 

1,345

 

105.0

 

49.6

 

23.5

 

215.7

 

211.6

 

247.7

 

 

Operating Netback (1), (3)

 

 

 

Natural Gas
($/Mcf)

 

Oil & NGLs
($/bbl)

 

Total
($/BOE)

 

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties, excluding Hedging

 

$ 2.60

 

$   4.62

 

$   3.81

 

$ 36.80

 

$ 69.54

 

$ 70.18

 

$ 25.93

 

$ 37.53

 

$ 27.37

 

Realized Financial Hedging Gain (Loss)

 

0.99

 

(0.24

)

0.53

 

4.83

 

3.29

 

0.44

 

5.39

 

(0.33

)

2.93

 

Revenues, Net of Royalties

 

3.59

 

4.38

 

4.34

 

41.63

 

72.83

 

70.62

 

31.32

 

37.20

 

30.30

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production, mineral and other taxes

 

0.11

 

0.16

 

0.15

 

2.30

 

4.93

 

4.71

 

1.47

 

1.89

 

1.25

 

Transportation and processing

 

2.34

 

1.82

 

1.47

 

0.35

 

0.39

 

-

 

7.37

 

8.51

 

7.98

 

Operating

 

0.65

 

0.63

 

0.70

 

9.33

 

5.53

 

7.10

 

6.55

 

4.18

 

4.48

 

Operating Netback

 

$ 0.49

 

$   1.77

 

$   2.02

 

$ 29.65

 

$ 61.98

 

$ 58.81

 

$ 15.93

 

$ 22.62

 

$ 16.59

 

 

(1)          Updated to reflect the reclassification of property taxes and certain other levied charges as discussed below.

(2)          Also includes other revenues and expenses, such as third party processing, with no associated volumes.

(3)          A Non-GAAP measure as defined in the Non-GAAP Measures section of this MD&A.

 

Comparative figures for 2014 and 2013 above have been updated to present property taxes and certain other levied charges within production, mineral and other taxes. Formerly, these costs were presented in either transportation and processing expense or operating expense. As a result, for 2014, the USA Operations has reclassified $28 million from operating expense to production, mineral and other taxes. For 2013, the USA Operations has reclassified $6 million from operating expense to production, mineral and other taxes. There were no changes to the reported totals for Operating Cash Flow or Operating Netback.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

25

 

Prepared using U.S. GAAP in US$

 



 

2015 versus 2014

 

Operating Cash Flow of $1,276 million decreased $496 million and was impacted by the following significant items:

 

·

Lower natural gas prices reflected lower benchmark prices, which decreased revenues $439 million. Lower liquids prices reflected lower benchmark prices, which decreased revenues $819 million.

 

 

·

Average natural gas production volumes of 664 MMcf/d were lower by 308 MMcf/d, which decreased revenues $572 million. Average oil and NGL production volumes of 105.0 Mbbls/d were higher by 55.4 Mbbls/d, which increased revenues $973 million. Changes in production volumes are discussed in the Production Volumes section of this MD&A.

 

 

·

Realized financial hedging gains were $425 million compared to losses of $25 million in 2014.

 

 

·

Transportation and processing expense decreased $78 million primarily due to divestitures, which includes the sales of the Jonah and East Texas properties in the second quarter of 2014, partially offset by the acquisitions of Eagle Ford and the Permian assets in the second and fourth quarters of 2014, respectively.

 

 

·

Operating expense increased $193 million primarily due to the acquisitions of Eagle Ford and the Permian assets in the second and fourth quarters of 2014, respectively, and successful drilling programs in these plays during 2015, partially offset by the sales of the Jonah and East Texas properties in the second quarter of 2014.

 

2014 versus 2013

 

Operating Cash Flow of $1,772 million increased $261 million and was impacted by the following significant items:

 

·

Higher natural gas prices reflected higher benchmark prices, which increased revenues $287 million. Lower liquids prices decreased revenues $10 million.

 

 

·

Average natural gas production volumes of 972 MMcf/d were lower by 373 MMcf/d, which decreased revenues $519 million. Average oil and NGL production volumes of 49.6 Mbbls/d were higher by 26.1 Mbbls/d, which increased revenues $666 million. Changes in production volumes are discussed in the Production Volumes section of this MD&A.

 

 

·

Realized financial hedging losses were $25 million compared to gains of $264 million in 2013.

 

 

·

Transportation and processing expense decreased $64 million primarily due to the sale of the Jonah and East Texas properties.

 

 

·

Operating expense decreased $91 million primarily due to lower salaries and benefits related to workforce reductions as a result of the 2013 restructuring, the sale of the Jonah properties and lower long-term compensation costs due to the decrease in the Encana share price, partially offset by the acquisition of Eagle Ford and the Permian assets.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

26

 

Prepared using U.S. GAAP in US$

 



 

Other Expenses

 

($ millions, except as indicated)

 

2015

2014

2013

 

 

 

 

 

 

 

Depreciation, depletion & amortization

 

$ 1,088

$    992

$  818

 

Depletion rate ($/BOE)

 

13.66

12.85

9.05

 

Impairments

 

6,473

-

-

 

 

DD&A increased in 2015 compared to 2014 primarily due to a higher depletion rate and higher production volumes. The depletion rate was higher primarily due to the acquisitions of Eagle Ford and the Permian assets in the second and fourth quarters of 2014, respectively, partially offset by the impact of ceiling test impairments recognized in the first nine months of 2015 and the sales of the Haynesville natural gas assets and Jonah properties in the fourth quarter of 2015 and second quarter of 2014, respectively.

 

DD&A increased in 2014 compared to 2013 due to a higher depletion rate, partially offset by lower production volumes. The higher depletion rate in 2014 resulted primarily from the acquisition of Eagle Ford and the Permian assets, the sale of the Jonah properties and a decline in proved reserves due to Encana’s change in development plans as the Company strategically transitioned to a more balanced commodity portfolio.

 

In 2015, the USA Operations recognized before-tax non-cash ceiling test impairments of $6,473 million. The impairments primarily resulted from the decline in the 12-month average trailing prices, which reduced the USA Operations proved reserves volumes and values as calculated under SEC requirements.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

27

 

Prepared using U.S. GAAP in US$

 



 

Market Optimization

 

($ millions)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Revenues

 

$  365

 

$ 1,248

 

$  512

 

Expenses

 

 

 

 

 

 

 

Transportation and processing

 

12

 

-

 

-

 

Operating

 

33

 

39

 

38

 

Purchased product

 

323

 

1,191

 

441

 

Depreciation, depletion and amortization

 

-

 

4

 

12

 

 

 

$     (3)

 

$      14

 

$    21

 

 

Market Optimization revenues and purchased product expense relate to activities that provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification. Revenues and purchased product expense decreased in 2015 compared to 2014 primarily due to lower commodity prices and lower third-party volumes resulting from transitional services related to the Company’s divestiture activity. Transportation and processing in 2015 relates to downstream transportation contracts and commitments as a result of the Company’s property divestitures. Revenues and purchased product expense increased in 2014 compared to 2013 primarily due to generally higher commodity prices, and higher third party purchases and sales of product resulting from transitional services related to the Company’s divestiture activity.

 

 

Corporate and Other

 

 

($ millions)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Revenues

 

$ (256)

 

$    559

 

$ (241)

 

Expenses

 

 

 

 

 

 

 

Transportation and processing

 

6

 

12

 

(2)

 

Operating

 

19

 

28

 

38

 

Depreciation, depletion and amortization

 

95

 

124

 

134

 

Impairments

 

-

 

-

 

21

 

 

 

$ (376)

 

$    395

 

$ (432)

 

 

Revenues mainly includes unrealized hedging gains or losses recorded on derivative financial contracts which result from the volatility in forward curves of commodity prices and changes in the balance of unsettled contracts between periods. Transportation and processing expense reflects unrealized financial hedging gains or losses related to the Company’s power financial derivative contracts. DD&A includes amortization of corporate assets, such as computer equipment, office buildings, furniture and leasehold improvements. Impairments relates to certain corporate assets.

 

Corporate and Other results include revenues and operating expenses related to the sublease of office space in The Bow office building. Further information on The Bow office sublease can be found in Note 14 to the Consolidated Financial Statements.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

28

 

Prepared using U.S. GAAP in US$

 



 

Other Operating Results

 

Expenses

 

($ millions)

 

2015

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Accretion of asset retirement obligation

 

$      45

 

 

$       52

 

 

$      53

 

Administrative

 

275

 

 

327

 

 

439

 

Interest

 

614

 

 

654

 

 

563

 

Foreign exchange (gain) loss, net

 

1,082

 

 

403

 

 

325

 

(Gain) loss on divestitures

 

(14

)

 

(3,426

)

 

(7

)

Other

 

27

 

 

71

 

 

1

 

 

 

$ 2,029

 

 

$ (1,919

)

 

$ 1,374

 

 

Administrative expense in 2015 decreased from 2014 primarily due to the lower U.S./Canadian dollar exchange rate, lower salaries and benefits as a result of lower headcount and lower long-term compensation costs due to the decrease in the Encana share price, partially offset by higher restructuring costs. During the second quarter of 2015, Encana revised its plans to align the organizational structure in continued support of the Company’s strategy, which resulted in restructuring costs of $62 million in 2015. Restructuring costs attributable to work force reductions associated with the 2013 restructuring were $2 million in 2015. Administrative expense in 2014 decreased from 2013 primarily due to lower restructuring costs, lower long-term compensation costs and the lower U.S./Canadian dollar exchange rate. Restructuring costs incurred in 2014 were approximately $36 million compared to $88 million in 2013.

 

Interest expense in 2015 decreased from 2014 primarily due to lower interest on debt following the April 2015 early debt redemptions. Interest expense was also impacted by a one-time interest payment of approximately $165 million associated with the April 2015 redemptions compared to a $125 million one-time outlay in 2014 associated with the early redemption of senior notes assumed in conjunction with the acquisition of Athlon. Interest expense in 2014 increased from 2013 primarily due to the one-time outlay of approximately $125 million associated with the redemption of the Athlon senior notes and higher interest related to the Deep Panuke Production Field Centre (“PFC”), partially offset by lower interest on debt resulting from the long-term debt repayment and redemption in the first six months of 2014.

 

Foreign exchange gains and losses result from the impact of the fluctuations in the Canadian to U.S. dollar exchange rate. In 2015 compared to 2014, Encana recorded higher foreign exchange losses on settlements and on the translation of U.S. dollar long-term debt issued from Canada. In 2014 compared to 2013, Encana recorded higher foreign exchange losses on the translation of U.S. dollar long-term debt issued from Canada.

 

Gain on divestitures in 2015 primarily includes a before tax gain on the sale of the Encana Place office building in Calgary. Gain on divestitures in 2014 primarily includes the before tax impact of the sales of Encana’s investment in PrairieSky, the Bighorn assets and the Jonah properties, as discussed in the Net Capital Investment section of this MD&A.

 

Other in 2015 decreased from 2014 due to transaction costs associated with the acquisitions of Athlon and Eagle Ford incurred in 2014. Other in 2014 increased from 2013 due to acquisition transaction costs as well as reclamation charges relating to non-producing assets.

 

 

 

Management’s Discussion and Analysis

Encana Corporation

29

 

Prepared using U.S. GAAP in US$

 



 

Income Tax

 

 

($ millions)

 

2015

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Current Income Tax (Recovery)

 

$      (34

)

 

$    243

 

 

$ (191

)

Deferred Income Tax (Recovery)

 

(2,811

)

 

960

 

 

(57

)

Income Tax Expense (Recovery)

 

$ (2,845

)

 

$ 1,203

 

 

$ (248

)

 

The current income tax recovery of $34 million in 2015 was primarily due to amounts in respect of prior periods. The current income tax expense in 2014 was primarily due to taxes incurred on divestitures. The current income tax recovery in 2013 was primarily due to amounts in respect of prior periods.

 

Total income tax recovery of $2,845 million in 2015 was primarily due to lower net earnings before tax, mainly resulting from non-cash ceiling test impairments. Total income tax was an expense in 2014 due to higher net earnings before tax primarily from gains on divestitures and unrealized hedging gains. Total income tax was a recovery in 2013 primarily due to amounts in respect of prior periods. The net earnings variances are discussed in the Financial Results section of this MD&A.

 

Encana’s annual effective tax rate is impacted by earnings, statutory rate and other foreign differences, the effect of legislative changes, non-taxable capital gains and losses, tax differences on divestitures and transactions, and partnership tax allocations in excess of funding.

 

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its Subsidiaries operate are subject to change. As a result, there are tax matters under review. The Company believes that the provision for taxes is adequate.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

30

 

Prepared using U.S. GAAP in US$

 



 

Liquidity and Capital Resources

 

($ millions)

 

2015

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net Cash From (Used In)

 

 

 

 

 

 

 

 

 

Operating activities

 

$  1,681

 

 

$   2,667

 

 

$   2,289

 

Investing activities

 

(665

)

 

(4,729

)

 

(1,895

)

Financing activities

 

(1,054

)

 

(39

)

 

(909

)

Foreign exchange gain (loss) on cash and cash equivalents held in foreign currency

 

(29

)

 

(127

)

 

(98

)

Increase (Decrease) in Cash and Cash Equivalents

 

$      (67

)

 

$  (2,228

)

 

$     (613

)

Cash and Cash Equivalents, End of Year

 

$     271

 

 

$      338

 

 

$   2,566

 

 

Operating Activities

 

Net cash from operating activities in 2015 of $1,681 million decreased $986 million from 2014. Net cash from operating activities in 2014 of $2,667 million increased $378 million from 2013. These changes are primarily a result of the Cash Flow variances discussed in the Financial Results section of this MD&A. In 2015, the net change in non-cash working capital was a surplus of $262 million compared to a deficit of $9 million in 2014 and a deficit of $179 million in 2013.

 

The Company had a working capital surplus of $274 million at December 31, 2015 compared to $583 million at December 31, 2014. The decrease in working capital is primarily due to a decrease in accounts receivable and accrued revenues, risk management assets and income tax receivable, partially offset by a decrease in accounts payable and accrued liabilities. At December 31, 2015, working capital included cash and cash equivalents of $271 million compared to $338 million at December 31, 2014. Encana expects it will continue to meet the payment terms of its suppliers.

 

Investing Activities

 

Net cash used in investing activities in 2015 was $665 million compared to $4,729 million in 2014. The change was primarily due to the acquisitions of Athlon and Eagle Ford in 2014, partially offset by lower proceeds from divestitures and the sale of the Company’s investment in PrairieSky in 2014. Net cash used in investing activities in 2014 was $4,729 million compared to $1,895 million in 2013. The increase was primarily due to the acquisitions of Athlon and Eagle Ford, partially offset by proceeds from the Bighorn, Jonah and East Texas divestitures and proceeds from the sale of the Company’s investment in PrairieSky. Further information on acquisitions and divestitures can be found in the Net Capital Investment section of this MD&A.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

31

 

Prepared using U.S. GAAP in US$

 



 

Financing Activities

 

Net cash used in financing activities in 2015 was $1,054 million compared to $39 million in 2014. The change was primarily due to a net repayment of revolving long-term debt of $627 million in 2015 compared with a net issuance in 2014 of $942 million, and the sale of a noncontrolling interest in PrairieSky in the second quarter of 2014 for proceeds of $1,462 million, partially offset by proceeds of $1,088 million from the issuance of common shares pursuant to the Share Offering in the first quarter of 2015 and lower long-term debt repayments in 2015 of $850 million. Net cash used in financing activities in 2014 was $39 million compared to $909 million in 2013. The decrease primarily resulted from the sale of a noncontrolling interest in PrairieSky and the net issuance of revolving long-term debt, partially offset by the repayment of long-term debt.

 

Credit Facilities

 

The following table outlines the Company’s committed revolving bank credit facilities at December 31, 2015:

 

($ billions)

 

Capacity

 

Unused

 

Maturity Date

 

 

 

 

 

 

 

 

 

Committed Revolving Bank Credit Facilities

 

 

 

 

 

 

 

Encana Credit Facility (1)

 

3.0

 

2.4

 

July 2020

 

U.S. Subsidiary Credit Facility

 

1.5

 

1.5

 

July 2020

 

(1)                 At December 31, 2015, $440 million fully supported the U.S. Commercial Paper program and $210 million of LIBOR loans were drawn, as discussed in the Long-Term Debt section below.

 

 

 

Encana is currently in compliance with, and expects that it will continue to be in compliance with, all financial covenants under its credit facility agreements. Management monitors Debt to Adjusted Capitalization as a proxy for Encana’s financial covenant under its credit facility agreements, which requires debt to adjusted capitalization to be less than 60 percent. The definitions used in the covenant under the credit facilities adjust capitalization for cumulative historical ceiling test impairments that were recorded as at December 31, 2011 in conjunction with the Company’s January 1, 2012 adoption of U.S. GAAP. Debt to Adjusted Capitalization was 28 percent at December 31, 2015 and 30 percent at December 31, 2014.

 

Management believes that the downgrade in Encana’s credit rating by Moody’s Investors Service on February 18, 2016, along with recently confirmed investment grade credit ratings by Standard & Poor’s Ratings Services and DBRS Limited, will have limited implications for the Company’s ability to fund its operations, development activities and capital program. The split ratings eliminates the Company’s access to its U.S. Commercial Paper (“U.S. CP”) program; however, the Company continues to have full access to its $4.5 billion committed revolving bank credit facilities of which $3.9 billion remained unused at December 31, 2015. The facilities remain committed through July 2020. The cost of short-term borrowing on the Company’s credit facilities will increase modestly as a result of the split ratings. For further information on credit ratings, refer to the Company’s AIF.

 

Long-Term Debt

 

Encana’s long-term debt totaled $5,363 million at December 31, 2015 and $7,340 million at December 31, 2014. There was no current portion of long-term debt outstanding at December 31, 2015 or December 31, 2014.

 

On April 6, 2015, the Company used the net proceeds from the Share Offering and cash on hand to complete the redemption of its $700 million 5.90 percent notes due December 1, 2017 and its C$750 million 5.80 percent medium-term notes due January 18, 2018. The early note redemptions required an aggregate one-time interest payment of approximately $165 million and is expected to save Encana a gross amount of approximately $205 million in future interest expense, based on foreign exchange and treasury rates at the time of the redemptions.

 

During the first quarter of 2015, Encana implemented a U.S. CP program which is fully supported by the Company’s revolving credit facility. At December 31, 2015, Encana had an outstanding balance of $440 million which reflected U.S. CP issuances maturing at various dates with a weighted average interest rate of 1.13 percent. At December 31, 2015, Encana also had an outstanding balance of $210 million under the Company’s revolving credit facility which reflected principal obligations related to LIBOR loans maturing at various dates with a weighted average interest rate of 1.87 percent. These amounts are fully supported and Management expects they will continue to be supported by the revolving credit facility that has no repayment requirements within the next year.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

32

 

Prepared using U.S. GAAP in US$

 



 

At December 31, 2014, Encana had an outstanding balance of $1,277 million under the Company’s revolving credit facility, which reflected principal obligations related to LIBOR loans maturing at various dates with a weighted average interest rate of 1.62 percent. During the first quarter of 2015, Encana repaid the outstanding balance relating to LIBOR loans using proceeds from the U.S. CP program and cash on hand.

 

Encana has the flexibility to refinance maturing long-term debt or repay debt maturities from existing sources of liquidity. Encana’s primary sources of liquidity include cash and cash equivalents, revolving bank credit facilities, working capital, operating cash flow and proceeds from asset divestitures.

 

Shelf Prospectus

 

On June 27, 2014, Encana filed a short form base shelf prospectus, whereby the Company may issue from time to time up to $6.0 billion, or the equivalent in foreign currencies, of debt securities, common shares, preferred shares, subscription receipts, warrants and units in Canada and/or the U.S. On March 5, 2015, the Company filed a prospectus supplement to the base shelf prospectus for the issuance of 85,616,500 common shares of Encana and granted an over-allotment option for up to an additional 12,842,475 common shares of Encana at a price of C$14.60 per common share, pursuant to an underwriting agreement. The Share Offering of 98,458,975 common shares of Encana was completed during March 2015 for aggregate gross proceeds of approximately C$1.44 billion ($1.13 billion). After deducting underwriter’s fees and costs of the Share Offering, the net proceeds received were approximately C$1.39 billion ($1.09 billion). At December 31, 2015, $4.9 billion, or the equivalent in foreign currencies, remained accessible under the shelf prospectus, the availability of which is dependent upon market conditions. The shelf prospectus expires in July 2016.

 

Outstanding Share Data

 

(millions)

 

February 19, 2016

 

December 31, 2015

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

Common Shares Outstanding

 

849.8

 

849.8

 

 

741.2

 

 

 

 

 

 

 

 

 

 

Stock Options with Tandem Stock Appreciation Rights attached

 

 

 

 

 

 

 

 

Outstanding

 

16.3

 

18.3

 

 

21.3

 

Exercisable

 

11.5

 

10.0

 

 

10.0

 

 

 

 

 

 

 

 

 

 

 

During the first quarter of 2015, Encana issued common shares pursuant to the Share Offering as discussed above.

 

During 2015, Encana issued 10,246,221 common shares under the Company’s dividend reinvestment plan (“DRIP”) compared with 240,839 common shares in 2014. The number of common shares issued under the DRIP increased in 2015 primarily as a result of Encana’s February 25, 2015 announcement that, effective with the dividend payable on March 31, 2015, any dividends in conjunction with the DRIP would be issued from its treasury with a two percent discount to the average market price of the common shares. On December 14, 2015, the Company announced that any dividends subsequent to December 31, 2015 distributed to shareholders participating in the DRIP will be issued from its treasury without a discount to the average market price of the common shares unless otherwise announced by the Company via news release.

 

Eligible employees have been granted stock options to purchase common shares in accordance with Encana’s Employee Stock Option Plan. A Tandem Stock Appreciation Right (“TSAR”) gives the option holder the right to receive a cash payment equal to the excess of the market price of Encana’s common shares at the time of exercise over the original grant price. Historically, most holders of these options have elected to exercise their stock options as a TSAR in exchange for a cash payment. The exercise of a TSAR for a cash payment does not result in the issuance of any Encana common shares and, therefore, has no dilutive effect.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

33

 

Prepared using U.S. GAAP in US$

 


 


 

Dividends

 

Encana pays quarterly dividends to shareholders at the discretion of the Board.

 

($ millions, except as indicated)

 

2015 

 

2014

 

 

 

 

 

 

 

Dividend Payments

 

$  225 

 

$  207

 

 

 

 

 

 

 

Dividend Payments ($/share)

 

 0.28 

 

 0.28

 

 

The dividends paid in 2015 included $73 million in common shares issued in lieu of cash dividends under the DRIP compared to $5 million for 2014. Common shares issued in the Share Offering were not eligible to receive the dividend that was paid during the first quarter of 2015. On December 14, 2015, the Company announced that it planned to reset its annualized 2016 dividend to $0.06 per share.

 

On February 23, 2016, the Board declared a dividend of $0.015 per share payable on March 31, 2016 to common shareholders of record as of March 15, 2016.

 

Capital Structure

 

The Company’s capital structure consists of total shareholders’ equity plus long-term debt, including the current portion. The Company’s objectives when managing its capital structure are to maintain financial flexibility to preserve Encana’s access to capital markets and its ability to meet financial obligations and finance internally generated growth, as well as potential acquisitions. Encana has a long-standing practice of maintaining capital discipline and managing and adjusting its capital structure according to market conditions to maintain flexibility while achieving the Company’s objectives.

 

To manage the capital structure, the Company may adjust capital spending, adjust dividends paid to shareholders, issue new shares, issue new debt or repay existing debt. In managing its capital structure, the Company monitors the following non-GAAP financial metrics as indicators of its overall financial strength, which are defined in the Non-GAAP Measures section of this MD&A.

 

 

 

2015 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Debt to Debt Adjusted Cash Flow

 

2.8x 

 

2.1x

 

2.4x

 

 

 

 

 

 

 

 

 

Debt to Adjusted Capitalization

 

28% 

 

30%

 

36%

 

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

34

 

Prepared using U.S. GAAP in US$

 



 

Contractual Obligations and Contingencies

 

Commitments

 

The following table outlines the Company’s commitments at December 31, 2015:

 

 

 

Expected Future Payments

 

($ millions, undiscounted)

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt (1)

 

$        -

 

$        -

 

$         -

 

$    500

 

$   650

 

$   4,200

 

$   5,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Retirement Obligation

 

42

 

58

 

96

 

105

 

24

 

2,251

 

2,576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Long-Term Obligations

 

68

 

68

 

69

 

69

 

70

 

1,315

 

1,659

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Leases

 

98

 

99

 

99

 

99

 

99

 

133

 

627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations (2)

 

208

 

225

 

264

 

773

 

843

 

7,899

 

10,212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transportation and Processing

 

693

 

679

 

685

 

588

 

491

 

2,507

 

5,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Drilling and Field Services

 

164

 

106

 

59

 

29

 

17

 

1

 

376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Leases

 

30

 

24

 

23

 

11

 

3

 

19

 

110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments

 

887

 

809

 

767

 

628

 

511

 

2,527

 

6,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Contractual Obligations

 

$ 1,095

 

$ 1,034

 

$ 1,031

 

$ 1,401

 

$ 1,354

 

$ 10,426

 

$ 16,341

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sublease Recoveries

 

$     (34

)

$     (34

)

$     (34

)

$     (34

)

$     (34

)

$     (646

)

$     (816

)

 

(1)          Principal component only. See Note 13 to the Consolidated Financial Statements.

(2)          The Company has recorded $7,818 million in liabilities related to these obligations.

 

Contractual obligations arising from long-term debt, asset retirement obligations, The Bow office building and capital leases are recognized on the Company’s balance sheet. Further information can be found in the note disclosures to the Consolidated Financial Statements.

 

Other Long-Term Obligations relates to the 25-year lease agreement with a third party developer for The Bow office building. Encana has recognized the accumulated construction costs for The Bow office building as an asset with a related liability. In 2012, Encana commenced payments to the third party developer. At the conclusion of the 25-year term, the remaining asset and corresponding liability are expected to be derecognized. Encana has subleased part of The Bow office space to a subsidiary of Cenovus Energy Inc. (“Cenovus”). Sublease Recoveries in the table above include the amounts expected to be recovered from Cenovus. Encana’s undiscounted payments for The Bow are $1,659 million, of which $816 million is expected to be recovered from Cenovus.

 

Capital Leases primarily includes the obligation related to the Deep Panuke PFC, which commenced commercial operations in December 2013 following issuance of the Production Acceptance Notice. Encana’s undiscounted future lease payments for the Deep Panuke PFC total $534 million ($340 million discounted).

 

Included in Transportation and Processing in the table above are certain commitments associated with midstream service agreements with VMLP. Additional information can be found in Note 19 to the Consolidated Financial Statements. Encana also has significant development commitments with joint venture partners, a portion of which may be satisfied by the Drilling and Field Services commitments included in the table above.

 

Further to the Commitments disclosed above, Encana also has obligations related to its risk management program and to fund its defined benefit pension and other post-employment benefit plans. Additional information can be found in the note disclosures to the Consolidated Financial Statements.

 

Divestiture transactions can reduce certain commitments and obligations disclosed above. The Company expects to fund its 2016 commitments and obligations from Cash Flow and cash and cash equivalents.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

35

 

Prepared using U.S. GAAP in US$

 



 

Contingencies

 

Encana is involved in various legal claims and actions arising in the course of the Company’s operations. Although the outcome of these claims cannot be predicted with certainty, the Company does not expect these matters to have a material adverse effect on Encana’s financial position, cash flows or results of operations. If an unfavourable outcome were to occur, there exists the possibility of a material adverse impact on the Company’s consolidated net earnings or loss in the period in which the outcome is determined. Accruals for litigation and claims are recognized if the Company determines that the loss is probable and the amount can be reasonably estimated. The Company believes it has made adequate provision for such legal claims.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

36

 

Prepared using U.S. GAAP in US$

 



 

Risk Management

 

Encana’s business, prospects, financial condition, results of operations and cash flows, and in some cases its reputation, are impacted by risks that can be categorized as follows:

 

·                  financial risks;

 

·                  operational risks; and

 

·                  environmental, regulatory, reputational and safety risks.

 

Encana aims to strengthen its position as a leading North American energy producer and grow shareholder value through a disciplined focus on generating profitable growth. Encana continues to focus on developing a balanced portfolio of low-risk and low-cost long-life plays, enabling the Company to respond to market uncertainties. Management adjusts financial and operational risk strategies to proactively respond to changing economic conditions and to mitigate or reduce risk.

 

Issues that can affect Encana’s reputation are generally strategic or emerging issues that can be identified early and then appropriately managed, but can also include unforeseen issues that must be managed on a more urgent basis. Encana takes a proactive approach to the identification and management of issues that affect the Company’s reputation and has established appropriate policies, procedures, guidelines and responsibilities for identifying and managing these risks.

 

Financial Risks

 

Encana defines financial risks as the risk of loss or lost opportunity resulting from financial management and market conditions that could have an impact on Encana’s business.

 

Financial risks include, but are not limited to:

 

·                  market pricing of natural gas and liquids;

 

·                  credit and liquidity;

 

·                  foreign exchange rates; and

 

·                  interest rates.

 

Encana partially mitigates its exposure to financial risks through the use of various financial instruments and physical contracts. The use of derivative financial instruments is governed under formal policies and is subject to limits established by the Board. All derivative financial agreements are with major global financial institutions or with corporate counterparties having investment grade credit ratings. Encana has in place policies and procedures with respect to the required documentation and approvals for the use of derivative financial instruments and specifically ties their use to the mitigation of financial risk in order to support capital plans and strategic objectives.

 

To partially mitigate commodity price risk, the Company may enter into transactions that fix, set a floor or combine to set floors and caps on price exposures. To help protect against regional price differentials, Encana executes transactions to manage the price differentials between its production areas and various sales points. Further information, including the details of Encana’s financial instruments as at December 31, 2015, is disclosed in Note 24 to the Consolidated Financial Statements.

 

Counterparty credit risks are regularly and proactively managed. A substantial portion of Encana’s credit exposure is with customers in the oil and gas industry or financial institutions. Credit exposures are managed through the use of Board-approved credit policies governing the Company’s credit portfolio, including credit practices that limit transactions and grant payment terms according to industry standards and counterparties’ credit quality.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

37

 

Prepared using U.S. GAAP in US$

 



 

The Company manages liquidity risk using cash and debt management programs. The Company has access to cash equivalents and a range of funding alternatives at competitive rates through committed revolving bank credit facilities as well as debt and equity capital markets. Encana closely monitors the Company’s ability to access cost-effective credit and ensures that sufficient liquidity is in place to fund capital expenditures and dividend payments. The Company minimizes its liquidity risk by managing its capital structure which may include adjusting capital spending, adjusting dividends paid to shareholders, issuing new shares, issuing new debt or repaying existing debt.

 

As a means of mitigating the exposure to fluctuations in the U.S./Canadian dollar exchange rate, Encana may enter into foreign exchange contracts. Realized gains or losses on these contracts are recognized on settlement. By maintaining U.S. and Canadian operations, Encana has a natural hedge to some foreign exchange exposure.

 

Encana may also maintain a mix of both U.S. dollar and Canadian dollar debt to help offset exposure to the fluctuations in the U.S./Canadian dollar exchange rate. In addition to direct issuance of U.S. dollar denominated debt, the Company may enter into cross currency swaps on a portion of its debt as a means of managing the U.S./Canadian dollar debt mix.

 

The Company partially mitigates its exposure to interest rate changes by holding a mix of both fixed and floating rate debt. Encana may enter into interest rate swap transactions from time to time as an additional means of managing the fixed/floating rate debt portfolio mix.

 

Operational Risks

 

Operational risks are defined as the risk of loss or lost opportunity resulting from the following:

 

·                  operating activities;

 

·                  capital activities, including the ability to complete projects; and

 

·                  reserves and resources replacement.

 

The Company’s ability to operate, generate cash flows, complete projects, and value reserves and resources is subject to financial risks, including commodity price volatility mentioned above, continued market demand for its products and other factors outside of its control. These factors include: general business and market conditions; economic recessions and financial market turmoil; the overall state of the capital markets, including investor appetite for investments in the oil and gas industry generally and the Company’s securities in particular; the ability to secure and maintain cost-effective financing for its commitments; legislative, environmental and regulatory matters; unexpected cost increases; royalties; taxes; partner funding for their share of joint venture and partnership commitments; the availability of drilling and other equipment; the ability to retain leases and access lands; the ability to access water for hydraulic fracturing operations; weather; the availability and proximity of processing and pipeline capacity; transportation interruption and constraints; technology failures; the ability to assess and integrate new assets; cyber security breaches; accidents; the availability and ability to attract qualified personnel and service providers; type curve performance; and reservoir quality. If Encana fails to acquire or find additional natural gas and liquids reserves and resources, its reserves, resources and production will decline materially from their current levels and, therefore, its cash flows are highly dependent upon successfully exploiting current reserves and resources and acquiring, discovering or developing additional reserves and resources. To mitigate these risks, as part of the capital approval process, the Company’s projects are evaluated on a fully risked basis, including geological risk, engineering risk and reliance on third party service providers.

 

In addition, Encana undertakes a thorough review of previous capital programs to identify key learnings, which often include operational issues that positively and negatively impact project results. Mitigation plans are developed for the operational issues that had a negative impact on results. These mitigation plans are then incorporated into the current year plan for the project. On an annual basis, these results are analyzed for Encana’s capital program with the results and identified learnings shared across the Company.

 

An internal peer review process is used to ensure that capital projects are appropriately risked and that knowledge is shared across the Company. Internal peer reviews are undertaken primarily for exploration projects and early stage plays, although they may occur for any type of project.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

38

 

Prepared using U.S. GAAP in US$

 



 

When making operating and investing decisions, Encana’s highly disciplined, dynamic and centrally controlled capital allocation program ensures investment dollars are directed in a manner that is consistent with the Company’s strategy. Encana also mitigates operational risks through a number of other policies, systems and processes as well as by maintaining a comprehensive insurance program.

 

In January 2016, the Alberta Government released the Modernized Royalty Framework (“MRF”) outlining changes to the province’s royalty structure. The MRF will result in the modernization and simplification of the royalty structure with changes to the royalty framework for crude oil, liquids and natural gas applying to new wells drilled after January 1, 2017 and existing royalties remaining in effect for 10 years on wells drilled (spud) before 2017. The Company is currently assessing the full impact of the changes to the royalty structure on its operations.

 

Environmental, Regulatory, Reputational and Safety Risks

 

The Company is committed to safety in its operations and has high regard for the environment and stakeholders, including the public and regulators. The Company’s business is subject to all of the operating risks normally associated with the exploration for, development of and production of natural gas, oil and NGLs and the operation of midstream facilities. When assessing the materiality of environmental risk factors, Encana takes into account a number of qualitative and quantitative factors, including, but not limited to, the financial, operational, reputational and regulatory aspects of each identified risk factor. These risks are managed by executing policies and standards that are designed to comply with or exceed government regulations and industry standards. In addition, Encana maintains a system that identifies, assesses and controls safety, security and environmental risk and requires regular reporting to the Executive Leadership Team and the Board. The Corporate Responsibility, Environment, Health and Safety Committee of Encana’s Board provides recommended environmental policies for approval by Encana’s Board and oversees compliance with government laws and regulations. Monitoring and reporting programs for environmental, health and safety performance in day-to-day operations, as well as inspections and audits, are designed to provide assurance that environmental and regulatory standards are met. Emergency response plans are in place to provide guidance during times of crisis. Contingency plans are in place for a timely response to environmental events and remediation/reclamation strategies are utilized to restore the environment.

 

Encana’s operations are subject to regulation and intervention by governments that can affect or prohibit the drilling, completion, including hydraulic fracturing and tie-in of wells, production, the construction or expansion of facilities and the operation and abandonment of fields. Changes in government regulation could impact the Company’s existing and planned projects as well as impose a cost of compliance.

 

One of the processes Encana monitors relates to hydraulic fracturing. Hydraulic fracturing is used throughout the oil and gas industry where fracturing fluids are utilized to develop the reservoir. This process has been used in the oil and gas industry for approximately 60 years. Encana uses multiple techniques to fully understand the effect of each hydraulic fracturing operation it conducts. In all Encana operations, rigorous water management and protection is an essential part of this process.

 

Hydraulic fracturing processes are strictly regulated by various state and provincial government agencies. Encana meets or exceeds the requirements set out by the regulators. The U.S. and Canadian federal governments and certain U.S. state and Canadian provincial governments continue to review certain aspects of the scientific, regulatory and policy framework under which hydraulic fracturing operations are conducted. At present, most of these governments are primarily engaged in the collection, review and assessment of technical information regarding the hydraulic fracturing process and have not provided specific details with respect to any significant actual, proposed or contemplated changes to hydraulic fracturing regulations.

 

In the state of Colorado, several cities have passed local ordinances limiting or banning certain oil and gas activities, including hydraulic fracturing. These local rule-making initiatives have not significantly impacted the Company’s operations or development plans in the state to date. Encana continues to work with state and local governments, academics and industry leaders to respond to hydraulic fracturing related concerns in Colorado. The Company recognizes that additional hydraulic fracturing ballot and/or local rule-making limiting or restricting oil and gas development activities are a possibility in the future and will continue to monitor and respond to these developments in 2016.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

39

 

Prepared using U.S. GAAP in US$

 



 

Encana is committed to and supports the disclosure of hydraulic fracturing chemical information. Encana participates in the FracFocus Chemical Disclosure Registry (the “Registry”) in the U.S. and the Alberta and British Columbia versions of the Registry. Encana works collaboratively with industry peers, trade associations, fluid suppliers and regulators to identify, develop and advance responsible hydraulic fracturing best practices.

 

Climate Change Regulations

 

A number of federal, provincial and state governments have announced intentions to regulate greenhouse gases (“GHG”) and certain other air emissions. While some jurisdictions have provided details on these regulations, it is anticipated that other jurisdictions will announce emission reduction plans in the future. As these federal and regional programs are under development, Encana is unable to predict the total impact of the potential regulations upon its business. Therefore, it is possible that the Company could face increases in operating and capital costs in order to comply with GHG emissions legislation. However, Encana will continue to work with governments to develop an approach to deal with climate change issues that protects the industry’s competitiveness, limits the cost and administrative burden of compliance and supports continued investment in the sector.

 

In Canada, the federal government and several provincial governments, including Alberta and British Columbia, have announced an enhanced focus on climate change policy in 2016. Encana continues to monitor developments, engage in consultations as appropriate and is actively managing the implementation of new climate-related policy and regulations in order to minimize the potential impact on its business.

 

On June 25, 2015, the Alberta Government announced that it was renewing and updating the Specified Gas Emitters Regulation (the “Regulation”), which governs carbon emissions and was set to expire on June 30, 2015. The Regulation requires any facility that emits 100,000 tonnes or more of greenhouse gases per year to reduce their emissions intensity. The renewed Regulation increases the reduction target from 12 percent to 20 percent by 2017 and increases the cost of carbon from C$15 per tonne to C$30 per tonne by 2017 for those facilities that are unable to meet the specified reduction targets. Encana does not own or operate any facilities which exceed the 100,000 tonne threshold and, as a result, is not currently subject to the Regulation.

 

In the U.S., the federal government has noted climate change action as a priority for the current administration and the Environmental Protection Agency (“EPA”) has outlined a series of steps to address methane and volatile organic compound emissions from the oil and gas industry, including a new goal to reduce oil and gas methane emissions by 40 to 45 percent from 2012 levels by 2025. The reductions will be achieved through proposed regulatory and voluntary measures. Encana continues to monitor these developments, provide comment as appropriate and assess the potential impact on its business.

 

Encana intends to continue its activity to reduce its emissions intensity and improve its energy efficiency. The Company’s efforts with respect to emissions management are founded with a focus on energy efficiency, the deployment of technology to reduce GHG emissions and active involvement in the creation of industry best practices.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

40

 

Prepared using U.S. GAAP in US$

 



 

Encana has a proactive strategy for addressing the implications of emerging carbon regulations, which is composed of three principal elements:

 

·                Active Management. When regulations are implemented, a cost is placed on Encana’s emissions (or a portion thereof) and, while these are not material at this stage, they are being actively managed to ensure compliance. Factors such as effective emissions tracking and attention to fuel consumption help to support and drive the Company’s focus on cost reduction.

 

·                Anticipate and Respond to Price Signals. As regulatory regimes for GHG develop in the jurisdictions where Encana operates, inevitably price signals begin to emerge. The price of potential carbon reductions plays a role in the economics of the projects that are implemented. In response to the anticipated price of carbon, Encana is also attempting, where appropriate, to realize the associated value of its reduction projects.

 

·                Work with Industry Groups. Encana continues to work with governments, academics and industry leaders to develop and respond to emerging GHG regulations. By continuing to stay engaged in the debate on the most appropriate means to regulate these emissions, the Company gains useful knowledge that allows it to explore different strategies for managing its emissions and costs. These scenarios influence Encana’s long-range planning and its analyses on the implications of regulatory trends.

 

Encana monitors developments in emerging climate change policy and legislation, and considers the associated costs of carbon in its planning. Management and the Board review the impact of a variety of carbon constrained scenarios on its business plans, with a current price range from approximately $20 to $125 per tonne of emissions applied to a range of emissions coverage levels. Although uncertainty remains regarding potential future emissions regulation, Encana’s plan is to continue to assess and evaluate the cost of carbon relative to its investments across a range of scenarios.

 

Encana recognizes that there is a cost associated with carbon emissions. Encana is confident that GHG regulations and the cost of carbon at various price levels have been adequately considered as part of its business planning and scenarios analyses. Encana believes that the resource play strategy is an effective way to develop the resource, generate shareholder returns and coordinate overall environmental objectives with respect to carbon, air emissions, water and land. Encana is committed to transparency with its stakeholders and will keep them apprised of how these issues affect operations.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

41

 

Prepared using U.S. GAAP in US$

 



 

Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company’s President and Chief Executive Officer (“CEO”) and Executive Vice-President and Chief Financial Officer (“CFO”) have designed, or caused to be designed under their supervision, disclosure controls and procedures to provide reasonable assurance that:

 

·      Material information relating to the Company is made known to the CEO and CFO by others; and

 

·      Information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation.

 

Such officers have evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s disclosure controls and procedures at the financial year end of the Company. Based on their evaluation, the officers have concluded that Encana’s disclosure controls and procedures were effective as at December 31, 2015.

 

Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, which is a process designed by, or designed under the supervision of the CEO and CFO, and effected by the Board, Management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

 

Under their supervision and with the participation of Management, including the CEO and CFO, an evaluation of the effectiveness of the Company’s internal control over financial reporting was conducted at December 31, 2015, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, Management has concluded that the Company’s internal control over financial reporting was effectively designed and operating effectively as at that date.

 

Encana previously limited the scope and design and subsequent evaluation of internal controls over financial reporting to exclude the controls, policies and procedures of Athlon, acquired through a business combination on November 13, 2014. During the second quarter of 2015, the Company completed the evaluation and integration of the controls, policies and procedures of Athlon and no material weaknesses were noted during the integration. There have been no changes to the Company’s internal control over financial reporting during the year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, the effectiveness of the internal control over financial reporting.

 

Limitations of the Effectiveness of Controls

 

The Company’s control system was designed to provide reasonable assurance to Management regarding the preparation and presentation of the Consolidated Financial Statements. Control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation and should not be expected to prevent all errors or fraud. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

PricewaterhouseCoopers LLP, an independent firm of chartered professional accountants, was appointed by a vote of shareholders at the Company’s last annual meeting to audit and provide independent opinions on both the Consolidated Financial Statements and the Company’s internal control over financial reporting as at December 31, 2015, as stated in their Auditor’s Report which is included in our audited Consolidated Financial Statements for the year ended December 31, 2015.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

42

 

Prepared using U.S. GAAP in US$

 



 

Accounting Policies and Estimates

 

Critical Accounting Estimates

 

Management is required to make judgments, assumptions and estimates in applying its accounting policies and practices, which have a significant impact on the financial results of the Company. A summary of Encana’s significant accounting policies can be found in Note 1 to the Consolidated Financial Statements for the year ended December 31, 2015. The following discussion outlines the accounting policies and practices involving the use of estimates that are critical to determining Encana’s financial results.

 

Upstream Assets and Reserves

 

Encana follows U.S. GAAP full cost accounting for natural gas, oil and NGL activities. Reserves estimates can have a significant impact on net earnings, as they are a key input to the Company’s depletion, gain or loss and ceiling test impairment calculations. A downward revision in reserves estimates may increase depletion expense and may also result in a ceiling test impairment. A ceiling test impairment is recognized in net earnings when the carrying amount of a country cost centre exceeds the country cost centre ceiling. The carrying amount of a cost centre includes capitalized costs of proved oil and gas properties, net of accumulated depletion and the related deferred income taxes. The cost centre ceiling is the sum of the estimated after-tax future net cash flows from proved reserves as calculated under SEC requirements, using the 12-month average trailing prices and unescalated future development and production costs, discounted at 10 percent, plus unproved property costs. The 12-month average trailing price is calculated as the average of the price on the first day of each month within the trailing 12-month period. Any excess of the carrying amount over the calculated ceiling is recognized as an impairment in net earnings. During 2015, Encana recorded ceiling test impairments, which are discussed further in the Results of Operations section of this MD&A.

 

Annually, all of Encana’s natural gas, oil and NGL reserves and resources are evaluated and reported on by IQREs. The estimation of reserves is a subjective process. Estimates are based on engineering data, projected future rates of production, and the timing of future expenditures, all of which are subject to numerous uncertainties and various interpretations. Reserves estimates can be revised upward or downward based on the results of future drilling, testing, production levels and economics of recovery.

 

The Company believes that the discounted after-tax future net cash flows from proved reserves required to be used in the ceiling test calculation are not indicative of the fair market value of Encana’s natural gas and oil properties or the future net cash flows expected to be generated from such properties. The discounted after-tax future net cash flows do not consider the fair market value of unamortized unproved properties, or probable or possible natural gas and liquids reserves. In addition, there is no consideration given to the effect of future changes in commodity prices. Encana manages its business using estimates of reserves and resources based on forecast prices and costs.

 

Business Combinations

 

Encana follows the acquisition method of accounting for business combinations. Assets acquired and liabilities assumed are recognized at the date of acquisition at their respective estimated fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Any deficiency of the purchase price over the estimated fair values of the net assets acquired is recorded as a gain in net earnings. In determining fair value, Encana utilized valuation methodologies including the income approach.

 

The assumptions made in performing these valuations include discount rates, future commodity prices and costs, the timing of development activities, projections of oil and gas reserves, estimates to abandon and reclaim producing wells and tax amortization benefits available to a market participant. Any significant change in key assumptions may cause the acquisition accounting to be revised, including the recognition of additional goodwill or discount on acquisition.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

43

 

Prepared using U.S. GAAP in US$

 



 

The valuation of fair values are determined based on information that existed at the time of the acquisition, utilizing expectations and assumptions that would be available to and made by a market participant. However, there is no assurance the underlying assumptions or estimates associated with the valuation will occur as initially expected. Changes in key assumptions and estimates can impact net earnings through ceiling test impairments, impairments of goodwill, or lower future operating results.

 

Goodwill

 

Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is assessed for impairment at least annually at December 31. Goodwill and all other assets and liabilities are allocated to reporting units, which are Encana’s country cost centres. To assess impairment, the carrying amount of each reporting unit is determined and compared to the fair value of the reporting unit. If the carrying amount of the reporting unit is higher than its related fair value then goodwill is written down to the reporting unit’s implied fair value of goodwill. The implied fair value of goodwill is determined by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of the reporting unit as if the reporting entity had been acquired in a business combination. Any excess of the carrying value of goodwill over the implied fair value of goodwill is recognized as an impairment and charged to net earnings. Subsequent measurement of goodwill is at cost less accumulated impairments.

 

The fair value used in the impairment test is based on estimates of discounted future cash flows which involves assumptions of natural gas and liquids reserves, including commodity prices, future costs and discount rates. Encana has assessed its goodwill for impairment at December 31, 2015 and has determined that no write-down is required.

 

Asset Retirement Obligation

 

Asset retirement obligations are those legal obligations where the Company will be required to retire tangible long-lived assets such as producing well sites, offshore production platforms and natural gas processing plants. The fair value of estimated asset retirement obligations is recognized in the Consolidated Balance Sheet when incurred and a reasonable estimate of fair value can be made. The asset retirement cost, equal to the initially estimated fair value of the asset retirement obligation, is capitalized as part of the cost of the related long-lived asset. Changes in the estimated obligation resulting from revisions to estimated timing or amount of future cash flows are recognized as a change in the asset retirement obligation and the related asset retirement cost.

 

The asset retirement obligation is estimated by discounting the expected future cash flows of the settlement. The discounted cash flows are based on estimates of such factors as reserves lives, retirement costs, timing of settlements, credit-adjusted risk-free rates and inflation rates. These estimates will impact net earnings through accretion of the asset retirement obligation in addition to depletion of the asset retirement cost included in property, plant and equipment. Actual expenditures incurred are charged against the accumulated asset retirement obligation.

 

Income Taxes

 

Encana follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded for the effect of any temporary difference between the accounting and income tax basis of an asset or liability, using the enacted income tax rates and laws expected to apply when the assets are realized and liabilities are settled. Current income taxes are measured at the amount expected to be recoverable from or payable to the taxation authorities based on the income tax rates and laws enacted at the end of the reporting period. The effect of a change in the enacted tax rates or laws is recognized in net earnings in the period of enactment.

 

Deferred income tax assets are routinely assessed for realizability. If it is more likely than not that deferred tax assets will not be realized, a valuation allowance is recorded to reduce the deferred tax assets. Encana considers available positive and negative evidence when assessing the realizability of deferred tax assets, including historic and expected future taxable earnings, available tax planning strategies and carry forward periods.  The assumptions used in determining expected future taxable earnings are consistent with those used in the goodwill impairment assessment.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

44

 

Prepared using U.S. GAAP in US$

 



 

Encana’s interim income tax expense is determined using an estimated annual effective income tax rate applied to year-to-date net earnings before income tax plus the effect of legislative changes and amounts in respect of prior periods. The estimated annual effective income tax rate is impacted by the expected annual earnings, statutory rate and other foreign differences, non-taxable capital gains and losses, tax differences on divestitures and transactions, and partnership tax allocations in excess of funding.

 

Encana recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by a taxing authority. A recognized tax position is initially and subsequently measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with a taxing authority. Liabilities for unrecognized tax benefits that are not expected to be settled within the next 12 months are included in other liabilities and provisions.

 

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate are subject to change. As such, income taxes are subject to measurement uncertainty and the interpretations can impact net earnings through the income tax expense arising from the changes in deferred income tax assets or liabilities.

 

Derivative Financial Instruments

 

As described in the Risk Management section of this MD&A, derivative financial instruments are used by Encana to manage its exposure to market risks relating to commodity prices, foreign currency exchange rates and interest rates. The Company’s policy is not to utilize derivative financial instruments for speculative purposes.

 

Derivative financial instruments are measured at fair value with changes in fair value recognized in net earnings.  The fair values recorded in the Consolidated Balance Sheet reflect netting the asset and liability positions where counterparty master netting arrangements contain provisions for net settlement. Realized gains or losses from financial derivatives related to natural gas and oil commodity prices are recognized in revenues as the contracts are settled. Realized gains or losses from other derivative contracts related to certain payment obligations are recognized in revenues as the obligations are settled. Realized gains or losses from financial derivatives related to power commodity prices are recognized in transportation and processing expense as the related power contracts are settled. Unrealized gains and losses are recognized in revenues and transportation and processing expense accordingly, at the end of each respective reporting period based on the changes in fair value of the contracts.

 

The estimate of fair value of all derivative instruments is based on quoted market prices or, in their absence, third party market indications and forecasts. The estimated fair value of financial assets and liabilities is subject to measurement uncertainty.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

45

 

Prepared using U.S. GAAP in US$

 



 

Recent Accounting Pronouncements

 

Changes in Accounting Policies and Practices

 

On January 1, 2015, Encana adopted Accounting Standard Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity as issued by the Financial Accounting Standards Board (“FASB”). The update amends the criteria and expands the disclosures for reporting discontinued operations. Under the new criteria, only disposals representing a strategic shift in operations would qualify as a discontinued operation. The amendments have been applied prospectively and have not had a material impact on the Company’s Consolidated Financial Statements.

 

On December 31, 2015, Encana early adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires deferred income tax assets and liabilities to be classified as non-current on the balance sheet. Previously, deferred income tax assets and liabilities were classified as current and non-current on the balance sheet. The amendments have been applied retrospectively and had no impact on the Company’s results of operations or cash flows. The impacts on the Company’s Consolidated Balance Sheet are as follows:

 

As at December 31 ($ millions)

2015

2014

2013

 

 

 

 

Prior to Adoption of ASU 2015-17:

 

 

 

Deferred Income Taxes

 

 

 

Current Assets

$      22

$         -

$    118

Non-current Assets

1,060

296

939

Current Liabilities

1

128

3

Non-current Liabilities

24

1,829

-

 

 

 

 

Adoption of ASU 2015-17:

 

 

 

Deferred Income Taxes

 

 

 

Non-current Assets

$ 1,081

$    206

$ 1,054

Non-current Liabilities

24

1,867

-

 

New Standards Issued Not Yet Adopted

 

As of January 1, 2016, Encana will be required to adopt the following pronouncements issued by the FASB:

 

·                  ASU 2014-12, Compensation – Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. The update requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. The amendments will be applied prospectively and are not expected to have a material impact on the Company’s Consolidated Financial Statements.

 

·                  ASU 2015-02, Amendments to the Consolidation Analysis. The update requires limited partnerships and similar entities to be evaluated under the variable interest and voting interest models, eliminate the presumption that a general partner should consolidate a limited partnership, and simplify the identification of variable interests and related effect on the primary beneficiary criterion when fees are paid to a decision maker. The amendments can be applied using either a full retrospective approach or a modified retrospective approach at the date of adoption. The amendments are not expected to have a material impact on the Company’s Consolidated Financial Statements.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

46

 

Prepared using U.S. GAAP in US$

 



 

·                  ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs to be presented on the balance sheet as a deduction from the carrying amount of the related liability. Currently, debt issuance costs are presented as a deferred charge within assets. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. The update further clarifies that regardless of whether there are outstanding borrowings, debt issuance costs arising from credit arrangements can be presented as an asset and subsequently amortized ratably over the term of the arrangement. These amendments will be applied retrospectively. As at December 31, 2015, $30 million of debt issuance costs were presented in Other Assets on the Company’s Consolidated Balance Sheet ($39 million as at December 31, 2014).

 

As of January 1, 2018, Encana will be required to adopt ASU 2014-09, Revenue from Contracts with Customers under Topic 606, which was the result of a joint project by the FASB and International Accounting Standards Board. The new standard replaces Topic 605, Revenue Recognition, and other industry-specific guidance in the Accounting Standards Codification. The new standard is based on the principle that revenue is recognized on the transfer of promised goods or services to customers in an amount that reflects the consideration the company expects to be entitled to in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Deferral of Effective Date for Revenue from Contracts with Customers, which deferred the effective date of ASU 2014-09, but permits early adoption using the original effective date of January 1, 2017. The standard can be applied using one of two retrospective application methods at the date of adoption. Encana is currently assessing the potential impact of the standard on the Company’s Consolidated Financial Statements.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

47

 

Prepared using U.S. GAAP in US$

 



 

Non-GAAP Measures

 

Certain measures in this document do not have any standardized meaning as prescribed by U.S. GAAP and, therefore, are considered non-GAAP measures. These measures may not be comparable to similar measures presented by other issuers. These measures are commonly used in the oil and gas industry and by Encana to provide shareholders and potential investors with additional information regarding the Company’s liquidity and its ability to generate funds to finance its operations. Non-GAAP measures include: Cash Flow; Free Cash Flow; Operating Earnings (Loss); Upstream Operating Cash Flow, excluding Hedging; Operating Netback; Debt to Debt Adjusted Cash Flow; and Debt to Adjusted Capitalization. Management’s use of these measures is discussed further below.

 

 

Cash Flow and Free Cash Flow

 

Cash Flow is a non-GAAP measure commonly used in the oil and gas industry and by Encana to assist Management and investors in measuring the Company’s ability to finance capital programs and meet financial obligations. Cash Flow is defined as cash from operating activities excluding net change in other assets and liabilities, net change in non-cash working capital and cash tax on sale of assets.

 

Free Cash Flow is a non-GAAP measure defined as Cash Flow in excess of capital investment, excluding net acquisitions and divestitures, and is used to determine the funds available for other investing and/or financing activities.

 

 

 

 

2015

 

 

 

2014

 

 

 

2013

 

($ millions)

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

 

 

Annual

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash From (Used in) Operating Activities

 

 

$ 1,681

 

$ 448

 

$  453

 

$  298

 

$  482

 

 

 

$ 2,667

 

$  261

 

$ 696

 

$ 767

 

$    943

 

 

 

$ 2,289

 

(Add back) deduct:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in other assets and liabilities

 

 

(11

)

7

 

(18

)

7

 

(7

)

 

 

(43

)

(15

)

(11

)

(8

)

(9

)

 

 

(80

)

Net change in non-cash working capital

 

 

262

 

58

 

100

 

110

 

(6

)

 

 

(9

)

(141

)

155

 

119

 

(142

)

 

 

(179

)

Cash tax on sale of assets

 

 

-

 

-

 

-

 

-

 

-

 

 

 

(215

)

40

 

(255

)

-

 

-

 

 

 

(33

)

Cash Flow

 

 

$ 1,430

 

$ 383

 

$  371

 

$  181

 

$  495

 

 

 

$ 2,934

 

$  377

 

$ 807

 

$ 656

 

$ 1,094

 

 

 

$ 2,581

 

Deduct:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital investment

 

 

2,232

 

280

 

473

 

743

 

736

 

 

 

2,526

 

857

 

598

 

560

 

511

 

 

 

2,712

 

Free Cash Flow

 

 

$  (802

)

$ 103

 

$ (102

)

$ (562

)

$ (241

)

 

 

$    408

 

$ (480

)

$ 209

 

$   96

 

$    583

 

 

 

$   (131

)

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

48

 

Prepared using U.S. GAAP in US$

 



 

Operating Earnings

 

Operating Earnings (Loss) is a non-GAAP measure that adjusts Net Earnings (Loss) Attributable to Common Shareholders by non-operating items that Management believes reduces the comparability of the Company’s underlying financial performance between periods. Operating Earnings (Loss) is commonly used in the oil and gas industry and by Encana to provide investors with information that is more comparable between periods.

 

Operating Earnings (Loss) is defined as Net Earnings (Loss) Attributable to Common Shareholders excluding non-recurring or non-cash items that Management believes reduces the comparability of the Company’s financial performance between periods. These after-tax items may include, but are not limited to, unrealized hedging gains/losses, impairments, restructuring charges, non-operating foreign exchange gains/losses, gains/losses on divestitures, income taxes related to divestitures and adjustments to normalize the effect of income taxes calculated using the estimated annual effective income tax rate.

 

 

 

 

2015

 

 

 

2014

 

 

 

2013 

 

($ millions)

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

 

 

Annual

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) Attributable to Common Shareholders

 

 

$ (5,165

)

$ (612

)

$ (1,236

)

$ (1,610

)

$ (1,707

)

 

 

$ 3,392

 

$  198

 

$ 2,807

 

$  271

 

$  116

 

 

 

$  236

 

After-tax (addition) / deduction:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized hedging gain (loss)

 

 

(244

)

(66

)

107

 

(187

)

(98

)

 

 

306

 

341

 

160

 

8

 

(203

)

 

 

(232

)

Impairments

 

 

(4,130

)

(514

)

(1,066

)

(1,328

)

(1,222

)

 

 

-

 

-

 

-

 

-

 

-

 

 

 

(16

)

Restructuring charges (1)

 

 

(45

)

(5

)

(20

)

(10

)

(10

)

 

 

(24

)

(4

)

(5

)

(5

)

(10

)

 

 

(64

)

Non-operating foreign exchange gain (loss)

 

 

(702

)

(96

)

(212

)

114

 

(508

)

 

 

(407

)

(151

)

(218

)

156

 

(194

)

 

 

(282

)

Gain (loss) on divestitures

 

 

9

 

-

 

(2

)

1

 

10

 

 

 

2,523

 

(11

)

2,399

 

135

 

-

 

 

 

-

 

Income tax adjustments

 

 

8

 

(42

)

(19

)

(33

)

102

 

 

 

(8

)

(12

)

190

 

(194

)

8

 

 

 

28

 

Operating Earnings (Loss) (1)

 

 

$     (61

)

$  111

 

$      (24

)

$    (167

)

$       19

 

 

 

$ 1,002

 

$    35

 

$    281

 

$  171

 

$  515

 

 

 

$  802

 

 

(1)          In continued support of Encana’s strategy, organizational structure changes were formalized in Q2 2015 and resulted in a revision to the Q1 2015 Operating Earnings to exclude restructuring charges incurred in the first quarter.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

49

 

Prepared using U.S. GAAP in US$

 


 


 

Upstream Operating Cash Flow, excluding Hedging

 

Upstream Operating Cash Flow, excluding Hedging is a non-GAAP measure that adjusts the Canadian and USA Operations revenues, net of royalties for production, mineral and other taxes, transportation and processing expense, operating expense and the impacts of realized hedging. Management monitors Upstream Operating Cash Flow, excluding Hedging as it reflects operating performance and measures the Company’s portfolio transition to higher margin production. Upstream Operating Cash Flow, excluding Hedging is reconciled to GAAP measures in the Results of Operations section of this MD&A. The table below totals Upstream Operating Cash Flow for Encana.

 

 

 

 

 

2015

 

 

 

2014

 

 

 

2013

 

($ millions)

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

 

 

Annual

 

Q4

 

Q3

 

Q2

 

Q1

 

 

 

Annual

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upstream Operating Cash Flow

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

$    988

 

$ 204

 

$ 200

 

$ 171

 

$ 413

 

 

 

$ 2,146

 

$ 341

 

$ 477

 

$ 447

 

$    881

 

 

 

$ 1,681

 

USA Operations

 

 

1,276

 

348

 

331

 

308

 

289

 

 

 

1,772

 

480

 

505

 

353

 

434

 

 

 

1,511

 

 

 

 

$ 2,264

 

$ 552

 

$ 531

 

$ 479

 

$ 702

 

 

 

$ 3,918

 

$ 821

 

$ 982

 

$ 800

 

$ 1,315

 

 

 

$ 3,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Add back) deduct:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized Hedging Gain (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

$    495

 

$ 129

 

$ 109

 

$ 101

 

$ 156

 

 

 

$     (56

)

$   49

 

$   19

 

$  (49

)

$     (75

)

 

 

$    276

 

USA Operations

 

 

425

 

162

 

108

 

63

 

92

 

 

 

(25

)

78

 

11

 

(49

)

(65

)

 

 

264

 

 

 

 

$    920

 

$ 291

 

$ 217

 

$ 164

 

$ 248

 

 

 

$     (81

)

$ 127

 

$   30

 

$  (98

)

$   (140

)

 

 

$    540

 

Upstream Operating Cash Flow, excluding Hedging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

$    493

 

$   75

 

$   91

 

$   70

 

$ 257

 

 

 

$ 2,202

 

$ 292

 

$ 458

 

$ 496

 

$    956

 

 

 

$ 1,405

 

USA Operations

 

 

851

 

186

 

223

 

245

 

197

 

 

 

1,797

 

402

 

494

 

402

 

499

 

 

 

1,247

 

 

 

 

$ 1,344

 

$ 261

 

$ 314

 

$ 315

 

$ 454

 

 

 

$ 3,999

 

$ 694

 

$ 952

 

$ 898

 

$ 1,455

 

 

 

$ 2,652

 

 

 

Operating Netback

 

Operating Netback is a common metric used in the oil and gas industry to measure operating performance by product. Operating Netbacks are calculated by determining product revenues, net of royalties and deducting costs associated with delivering the product to market, including production, mineral and other taxes, transportation and processing expense and operating expense. The Operating Netback calculation is shown in the Results of Operations section of this MD&A.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

50

 

Prepared using U.S. GAAP in US$

 



 

Debt to Debt Adjusted Cash Flow

 

Debt to Debt Adjusted Cash Flow is a non-GAAP measure monitored by Management as an indicator of the Company’s overall financial strength. Debt Adjusted Cash Flow is a non-GAAP measure defined as Cash Flow on a trailing 12-month basis excluding interest expense after tax.

 

($ millions)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Debt

 

$   5,363

 

$   7,340

 

$   7,124

 

 

 

 

 

 

 

 

 

Cash Flow

 

1,430

 

2,934

 

2,581

 

Interest Expense, after tax

 

452

 

486

 

421

 

Debt Adjusted Cash Flow

 

$   1,882

 

$   3,420

 

$   3,002

 

Debt to Debt Adjusted Cash Flow

 

2.8x

 

2.1x

 

2.4x

 

 

 

Debt to Adjusted Capitalization

 

Debt to Adjusted Capitalization is a non-GAAP measure which adjusts capitalization for historical ceiling test impairments that were recorded as at December 31, 2011. Management monitors Debt to Adjusted Capitalization as a proxy for Encana’s financial covenant under its credit facility agreements which require debt to adjusted capitalization to be less than 60 percent. Adjusted Capitalization includes debt, total shareholders’ equity and an equity adjustment for cumulative historical ceiling test impairments recorded as at December 31, 2011 in conjunction with the Company’s January 1, 2012 adoption of U.S. GAAP.

 

($ millions)

 

2015

 

2014

 

 2013

 

 

 

 

 

 

 

 

 

Debt

 

$   5,363

 

$   7,340

 

$   7,124

 

Total Shareholders’ Equity

 

6,167

 

9,685

 

5,147

 

Equity Adjustment for Impairments at December 31, 2011

 

7,746

 

7,746

 

7,746

 

Adjusted Capitalization

 

$ 19,276

 

$ 24,771

 

$ 20,017

 

Debt to Adjusted Capitalization

 

28%

 

30%

 

36%

 

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

51

 

Prepared using U.S. GAAP in US$

 



 

Advisory

 

Forward-Looking Statements

 

This document contains certain forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements include:

 

·     anticipated Cash Flow

·     anticipated cash and cash equivalents

·     expected proceeds from announced divestitures, use of proceeds therefrom, satisfaction of closing conditions and timing of closing

·     anticipated hedging and outcomes of risk management program

·     the projections and expectation of meeting the targets contained in the Company’s 2016 corporate guidance

·     growth in long-term shareholder value

·     anticipated oil, natural gas and NGLs prices

·     expected future interest expense savings

·     anticipated future cost and operating efficiencies

·     the Company’s expectation to fund its 2016 commitments and obligations from Cash Flow and cash and cash equivalents

·     managing risk, including the impact of changes to the royalty structure

·     flexibility of capital spending plans

·     estimates of reserves and resources

·     expected production and product type

·     anticipated revenues and operating expenses

·     expansion of future midstream services

·     level of expenditures and impact of environmental legislation and changes in laws or regulations

 

·     financial flexibility and discipline, access to cash and cash equivalents and other methods of funding, the ability to meet financial obligations, manage debt and financial ratios, finance growth and compliance with financial covenants

·     impact to Encana as a result of a downgrade to its credit rating

·     access to the Company’s credit facility

·     planned annualized 2016 dividend and the declaration and payment of future dividends, if any

·     potential future discounts, if any, in connection with the DRIP

·     statements with respect to future ceiling test impairments

·     the continued evolution of the Company’s  resource play hub model to drive greater productivity and cost efficiencies

·     statements with respect to its strategic objectives

·     the adequacy of the Company’s provision for taxes and legal claims

·     anticipated proceeds and future benefits from various joint venture, partnership and other agreements

·     the possible impact and timing of accounting pronouncements, rule changes and standards

 

Readers are cautioned against unduly relying on forward-looking statements which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or results to differ materially from those expressed or implied. These assumptions include:

 

·     achieving average production for 2016 of between 1.30 Bcf/d and 1.40 Bcf/d of natural gas and 120 Mbbls/d to 130 Mbbls/d of liquids

·     availability of attractive hedges and enforceability of risk management program

·     effectiveness of the Company’s resource play hub model to drive productivity and efficiencies

·     results from innovations

·     the expectation that counterparties will fulfill their obligations under the gathering, midstream and marketing agreements

·     access to transportation and processing facilities where Encana operates

 

·     the ability to satisfy certain closing conditions, the successful closing of, and the value of post- closing and other adjustments associated with announced divestitures

·     expectations and projections made in light of, and generally consistent with, Encana’s historical experience and its perception of historical trends, including with respect to the pace of technological development, the benefits achieved and general industry expectations

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

52

 

Prepared using U.S. GAAP in US$

 



 

Risks and uncertainties that may affect these business outcomes include: the ability to generate sufficient Cash Flow to meet the Company’s obligations; risks inherent to closing announced divestitures on a timely basis or at all and adjustments that may reduce the expected proceeds and value to Encana; commodity price volatility; ability to secure adequate product transportation and potential pipeline curtailments; variability and discretion of Encana’s Board to declare and pay dividends, if any; the timing and costs of well, facilities and pipeline construction; business interruption and casualty losses or unexpected technical difficulties; counterparty and credit risk; risk and effect of a downgrade in credit rating, including below an investment-grade credit rating, and its impact on access to capital markets and other sources of liquidity; fluctuations in currency and interest rates; assumptions based upon the Company’s 2016 corporate guidance; failure to achieve anticipated results from cost and efficiency initiatives; risks inherent in marketing operations; risks associated with technology; changes in or interpretation of royalty, tax, environmental, greenhouse gas, carbon, accounting and other laws or regulations; the Company’s ability to acquire or find additional reserves; imprecision of reserves estimates and estimates of recoverable quantities of natural gas and liquids from resource plays and other sources not currently classified as proved, probable or possible reserves or economic contingent resources, including future net revenue estimates; risks associated with past and future divestitures of certain assets or other transactions or receive amounts contemplated under the transaction agreements (such transactions may include third-party capital investments, farm-outs or partnerships, which Encana may refer to from time to time as “partnerships” or “joint ventures” and the funds received in respect thereof which Encana may refer to from time to time as “proceeds”, “deferred purchase price” and/or “carry capital”, regardless of the legal form) as a result of various conditions not being met; and other risks and uncertainties impacting Encana’s business as described from time to time in its most recent MD&A, financial statements, AIF and Form 40-F, as filed on SEDAR and EDGAR.

 

Although Encana believes the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions, risks and uncertainties referenced above are not exhaustive. Forward-looking statements are made as of the date of this document and, except as required by law, Encana undertakes no obligation to update publicly or revise any forward-looking statements. The forward-looking statements contained in this document are expressly qualified by these cautionary statements.

 

Encana is required to disclose events and circumstances that occurred during the period to which this MD&A relates that are reasonably likely to cause actual results to differ materially from material forward-looking statements for a period that is not yet complete that Encana has previously disclosed to the public and the expected differences thereto. Such disclosure can be found in Encana’s news release dated February 24, 2016, which is available on Encana’s website at www.encana.com, on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

53

 

Prepared using U.S. GAAP in US$

 



 

Oil and Gas Information

 

NI 51-101 of the Canadian Securities Administrators imposes oil and gas disclosure standards for Canadian public companies engaged in oil and gas activities. The Canadian protocol disclosure is contained in Appendix A and under “Narrative Description of the Business” in the AIF. In addition, certain disclosures have been prepared in accordance with U.S. disclosure requirements. The Company’s U.S. protocol disclosure is included in Note 27 (unaudited) to the Company’s Consolidated Financial Statements for the year ended December 31, 2015 and in Appendix D of the AIF.

 

A description of the primary differences between the disclosure requirements under the Canadian standards and under the U.S. standards is set forth under the heading “Reserves and Other Oil and Gas Information” in the AIF.

 

Natural Gas, Oil and NGLs Conversions

 

The conversion of natural gas volumes to BOE is on the basis of six thousand cubic feet to one barrel. BOE is based on a generic energy equivalency conversion method primarily applicable at the burner tip and does not represent economic value equivalency at the wellhead. Readers are cautioned that BOE may be misleading, particularly if used in isolation.

 

Play and Resource Play

 

Play is a term used by Encana which encompasses resource plays, geological formations and conventional plays. Resource play is a term used by Encana to describe an accumulation of hydrocarbons known to exist over a large areal expanse and/or thick vertical section, which, when compared to a conventional play, typically has a lower geological and/or commercial development risk and lower average decline rate.

 

 

Additional Information

 

Further information regarding Encana Corporation, including its AIF, can be accessed under the Company’s public filings found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Company’s website at www.encana.com.

 

 

 

 

Management’s Discussion and Analysis

Encana Corporation

54

 

Prepared using U.S. GAAP in US$

 


 


 

 

 

 

 

 

 

 

 

Encana Corporation

 

 

 

 

Consolidated Financial Statements

(Prepared in accordance with U.S. GAAP)

 

 

 

 

For the Year Ended December 31, 2015

 

 

 

 

 

(Prepared in U.S. Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Management Report

 

Management’s Responsibility for Consolidated Financial Statements

 

The accompanying Consolidated Financial Statements of Encana Corporation (the “Company”) are the responsibility of Management. The Consolidated Financial Statements have been prepared by Management in United States dollars in accordance with generally accepted accounting principles in the United States and include certain estimates that reflect Management’s best judgments.

 

The Company’s Board of Directors has approved the information contained in the Consolidated Financial Statements.  The Board of Directors fulfills its responsibility regarding the financial statements mainly through its Audit Committee, which has a written mandate that complies with the current requirements of Canadian securities legislation and the United States Sarbanes-Oxley Act of 2002 and voluntarily complies, in principle, with the Audit Committee guidelines of the New York Stock Exchange. The Audit Committee meets at least on a quarterly basis.

 

Management’s Assessment of Internal Control over Financial Reporting

 

Management is also responsible for establishing and maintaining adequate internal control over the Company’s financial reporting.  The internal control system was designed to provide reasonable assurance to the Company’s Management regarding the preparation and presentation of the Consolidated Financial Statements.

 

Internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has assessed the design and effectiveness of the Company’s internal control over financial reporting as at December 31, 2015.  In making its assessment, Management has used the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.  Based on our evaluation, Management has concluded that the Company’s internal control over financial reporting was effectively designed and operating effectively as at that date.

 

PricewaterhouseCoopers LLP, an independent firm of chartered professional accountants, was appointed by a vote of shareholders at the Company’s last annual meeting to audit and provide independent opinions on both the Consolidated Financial Statements and the Company’s internal control over financial reporting as at December 31, 2015, as stated in their Auditor’s Report.  PricewaterhouseCoopers LLP has provided such opinions.

 

 

 

 

/s/ Douglas J. Suttles

 

/s/ Sherri A. Brillon

Douglas J. Suttles

 

Sherri A. Brillon

President &

 

Executive Vice-President &

Chief Executive Officer

 

Chief Financial Officer

 

 

 

February 29, 2016

 

 

 

 

Encana Corporation

 

Management Report

1

 



 

Auditor’s Report

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Encana Corporation

 

We have audited the accompanying Consolidated Balance Sheet of Encana Corporation as at December 31, 2015 and December 31, 2014 and the related Consolidated Statements of Earnings, Comprehensive Income, Changes in Shareholders’ Equity and Cash Flows for each of the years in the three-year period ended December 31, 2015. We also have audited Encana Corporation’s internal control over financial reporting as at December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management is responsible for these Consolidated Financial Statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on these Consolidated Financial Statements and an opinion on the company’s internal control over financial reporting based on our integrated audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the Consolidated Financial Statements included examining, on a test basis, evidence supporting the amounts and disclosures in the Consolidated Financial Statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of Encana Corporation as at December 31, 2015 and December 31, 2014 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, Encana Corporation maintained, in all material respects, effective internal control over financial reporting as at December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

 

 

Encana Corporation

 

Auditor’s Report

2

 



 

As discussed in Note 1Y) to the Consolidated Financial Statements, Encana Corporation retrospectively changed its method of balance sheet classification for deferred taxes due to the adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes, in December 2015.

 

 

 

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Chartered Professional Accountants

Calgary, Alberta, Canada

 

February 29, 2016

 

 

Encana Corporation

 

Auditor’s Report

3

 



 

Consolidated Statement of Earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the years ended December 31 ($ millions, except per share amounts)

 

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

(Note 2)

 

  4,422

 

 

$  8,019

 

$ 5,858

 

 

 

 

 

 

 

 

 

Expenses

(Note 2)

 

 

 

 

 

 

 

Production, mineral and other taxes

 

 

144

 

 

210

 

173

Transportation and processing

 

 

1,252

 

 

1,496

 

1,467

Operating

 

 

723

 

 

667

 

829

Purchased product

 

 

323

 

 

1,191

 

441

Depreciation, depletion and amortization

 

 

1,488

 

 

1,745

 

1,565

Impairments

(Note 9)

 

6,473

 

 

-

 

21

Accretion of asset retirement obligation

(Note 15)

 

45

 

 

52

 

53

Administrative

(Note 20)

 

275

 

 

327

 

439

Interest

(Note 5)

 

614

 

 

654

 

563

Foreign exchange (gain) loss, net

(Note 6)

 

1,082

 

 

403

 

325

(Gain) loss on divestitures

(Notes 4, 18)

 

(14)

 

 

(3,426)

 

(7)

Other

(Notes 3, 13)

 

27

 

 

71

 

1

 

 

 

12,432

 

 

3,390

 

5,870

Net Earnings (Loss) Before Income Tax

 

 

(8,010)

 

 

4,629

 

(12)

Income tax expense (recovery)

(Note 7)

 

(2,845)

 

 

1,203

 

(248)

Net Earnings (Loss)

 

 

(5,165)

 

 

3,426

 

236

Net earnings attributable to noncontrolling interest

(Note 18)

 

-

 

 

(34)

 

-

Net Earnings (Loss) Attributable to Common Shareholders

 

 

$ (5,165)

 

 

$  3,392

 

$    236

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) per Common Share

 

 

 

 

 

 

 

 

Basic & Diluted

(Note 16)

 

  (6.28)

 

 

$    4.58

 

$   0.32

 

 

 

Consolidated Statement of Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

For the years ended December 31 ($ millions)

 

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Net Earnings (Loss)

 

 

$ (5,165)

 

 

$  3,426

 

$    236

Other Comprehensive Income, Net of Tax

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

(Note 17)

 

668

 

 

22

 

(46)

Pension and other post-employment benefit plans

(Notes 17, 22)

 

33

 

 

(17)

 

60

Other Comprehensive Income

 

 

701

 

 

5

 

14

Comprehensive Income (Loss)

 

 

(4,464)

 

 

3,431

 

250

Comprehensive Income Attributable

 

 

 

 

 

 

 

 

to Noncontrolling Interest

(Note 18)

 

-

 

 

(34)

 

-

Comprehensive Income (Loss) Attributable to Common Shareholders

 

 

$ (4,464)

 

 

$  3,397

 

$    250

 

See accompanying Notes to Consolidated Financial Statements

 

 

 

 

Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

4

 



 

Consolidated Balance Sheet

 

As at December 31 ($ millions)

 

 

2015

 

2014

 

 

 

 

 

 

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

 

$      271

 

$      338

Accounts receivable and accrued revenues

(Note 8)

 

645

 

1,307

Risk management

(Notes 23, 24)

 

367

 

707

Income tax receivable

 

 

324

 

509

 

 

 

1,607

 

2,861

Property, Plant and Equipment, at cost:

(Note 9)

 

 

 

 

Natural gas and oil properties, based on full cost accounting

 

 

 

 

 

Proved properties

 

 

40,647

 

42,615

Unproved properties

 

 

5,616

 

6,133

Other

 

 

2,181

 

2,711

Property, plant and equipment

 

 

48,444

 

51,459

Less: Accumulated depreciation, depletion and amortization

 

 

(38,587)

 

(33,444)

Property, plant and equipment, net

(Note 2)

 

9,857

 

18,015

Cash in Reserve

 

 

2

 

73

Other Assets

(Note 10)

 

296

 

394

Risk Management

(Notes 23, 24)

 

11

 

65

Deferred Income Taxes

(Notes 1, 7)

 

1,081

 

206

Goodwill

(Notes 2, 3, 4, 11, 18)

 

2,790

 

2,917

 

(Note 2)

 

$ 15,644

 

$ 24,531

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

(Note 12)

 

$   1,311

 

$   2,243

Income tax payable

 

 

6

 

15

Risk management

(Notes 23, 24)

 

16

 

20

 

 

 

1,333

 

2,278

Long-Term Debt

(Note 13)

 

5,363

 

7,340

Other Liabilities and Provisions

(Note 14)

 

1,975

 

2,484

Risk Management

(Notes 23, 24)

 

9

 

7

Asset Retirement Obligation

(Note 15)

 

773

 

870

Deferred Income Taxes

(Notes 1, 7)

 

24

 

1,867

 

 

 

9,477

 

14,846

Commitments and Contingencies

(Note 26)

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Share capital - authorized unlimited common shares, without par value

 

 

 

 

 

2015 issued and outstanding: 849.8 million shares (2014: 741.2 million shares)

(Note 16)

 

3,621

 

2,450

Paid in surplus

(Notes 18, 21)

 

1,358

 

1,358

Retained earnings (Accumulated deficit)

 

 

(202)

 

5,188

Accumulated other comprehensive income

(Note 17)

 

1,390

 

689

Total Shareholders’ Equity

 

 

6,167

 

9,685

 

 

 

$ 15,644

 

$ 24,531

 

See accompanying Notes to Consolidated Financial Statements

 

Approved by the Board of Directors

 

 

 

/s/ Clayton H. Woitas

/s/ Jane L. Peverett

Clayton H. Woitas

Jane L. Peverett

Director

Director

 

 

 

 

Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

5

 



 

Consolidated Statement of Changes in Shareholders’ Equity

 

 

 

 

 

Retained

Accumulated

 

 

 

 

 

 

Earnings

Other

Non-

Total

 

 

Share

Paid in

(Accumulated

Comprehensive

Controlling

Shareholders’

For the year ended December 31, 2015 ($ millions)

Capital

Surplus

Deficit)

Income

Interest

Equity 

 

 

 

 

 

 

 

 

Balance, December 31, 2014

 

$ 2,450

$ 1,358

$  5,188

$    689

      -

$  9,685

Net Earnings (Loss)

 

-

-

(5,165)

-

-

(5,165)

Dividends on Common Shares

(Note 16)

-

-

(225)

-

-

(225)

Common Shares Issued

(Note 16)

1,098

-

-

-

-

1,098

Common Shares Issued Under
Dividend Reinvestment Plan

(Note 16)

73

-

-

-

-

73

Other Comprehensive Income

(Note 17)

-

-

-

701

-

701

Balance, December 31, 2015

 

$ 3,621

$ 1,358

$    (202)

$ 1,390

      -

$  6,167

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Other

Non-

Total

 

 

Share

Paid in

Retained

Comprehensive

Controlling

Shareholders’

For the year ended December 31, 2014 ($ millions)

Capital

Surplus

Earnings

Income

Interest

Equity

 

 

 

 

 

 

 

 

Balance, December 31, 2013

 

$ 2,445

$      15

$  2,003

$    684

$       -

$  5,147

Share-Based Compensation

(Note 21)

-

(2)

-

-

-

(2)

Net Earnings

 

-

-

3,392

-

34

3,426

Dividends on Common Shares

(Note 16)

-

-

(207)

-

-

(207)

Common Shares Issued Under
Dividend Reinvestment Plan

(Note 16)

5

-

-

-

-

5

Other Comprehensive Income

(Note 17)

-

-

-

5

-

5

Sale of Noncontrolling Interest

(Note 18)

-

1,345

-

-

117

1,462

Distributions to Noncontrolling

 

 

 

 

 

 

 

Interest Owners

(Note 18)

-

-

-

-

(18)

(18)

Sale of Investment in PrairieSky

(Note 18)

-

-

-

-

(133)

(133)

Balance, December 31, 2014

 

$ 2,450

$ 1,358

$  5,188

$    689

$       -

$  9,685

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Other

Non-

Total

 

 

Share

Paid in

Retained

Comprehensive

Controlling

Shareholders’

For the year ended December 31, 2013 ($ millions)

Capital

Surplus

Earnings

Income

Interest

Equity 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

$ 2,354

$      10

$  2,261

$    670

$       -

$  5,295

Share-Based Compensation

(Note 21)

-

3

-

-

-

3

Net Earnings

 

-

-

236

-

-

236

Common Shares Cancelled

 

(2)

2

-

-

-

-

Dividends on Common Shares

(Note 16)

-

-

(494)

-

-

(494)

Common Shares Issued Under
Dividend Reinvestment Plan

(Note 16)

93

-

-

-

-

93

Other Comprehensive Income

 

-

-

-

14

-

14

Balance, December 31, 2013

 

$ 2,445

$      15

$  2,003

$    684

$       -

$  5,147

 

See accompanying Notes to Consolidated Financial Statements

 

 

 

 

Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

6

 



 

Consolidated Statement of Cash Flows

 

For the years ended December 31 ($ millions)

 

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

Net earnings (loss)

 

 

$ (5,165)

 

 

$  3,426

 

$     236

Depreciation, depletion and amortization

 

 

1,488

 

 

1,745

 

1,565

Impairments

(Note 9)

 

6,473

 

 

-

 

21

Accretion of asset retirement obligation

(Note 15)

 

45

 

 

52

 

53

Deferred income taxes

(Note 7)

 

(2,811)

 

 

960

 

(57)

Unrealized (gain) loss on risk management

(Note 24)

 

331

 

 

(444)

 

345

Unrealized foreign exchange (gain) loss

(Note 6)

 

687

 

 

440

 

330

Foreign exchange on settlements

(Note 6)

 

358

 

 

28

 

20

(Gain) loss on divestitures

(Notes 4, 18)

 

(14)

 

 

(3,426)

 

(7)

Other

 

 

38

 

 

(62)

 

42

Net change in other assets and liabilities

 

 

(11)

 

 

(43)

 

(80)

Net change in non-cash working capital

(Note 25)

 

262

 

 

(9)

 

(179)

Cash From (Used in) Operating Activities

 

 

1,681

 

 

2,667

 

2,289

Investing Activities

 

 

 

 

 

 

 

 

Capital expenditures

(Note 2)

 

(2,232)

 

 

(2,526)

 

(2,712)

Acquisitions

(Note 4)

 

(70)

 

 

(3,016)

 

(184)

Corporate acquisition

(Note 3)

 

-

 

 

(5,962)

 

-

Proceeds from divestitures

(Note 4)

 

1,908

 

 

4,345

 

705

Proceeds from sale of investment in PrairieSky

(Notes 4, 18)

 

-

 

 

2,172

 

-

Cash in reserve

 

 

71

 

 

(63)

 

44

Net change in investments and other

 

 

(342)

 

 

321

 

252

Cash From (Used in) Investing Activities

 

 

(665)

 

 

(4,729)

 

(1,895)

Financing Activities

 

 

 

 

 

 

 

 

Net issuance (repayment) of revolving long-term debt

(Notes 3, 13)

 

(627)

 

 

942

 

-

Repayment of long-term debt

(Note 13)

 

(1,302)

 

 

(2,152)

 

(500)

Issuance of common shares

(Note 16)

 

1,088

 

 

-

 

-

Dividends on common shares

(Note 16)

 

(152)

 

 

(202)

 

(401)

Proceeds from sale of noncontrolling interest

(Note 18)

 

-

 

 

1,462

 

-

Distributions to noncontrolling interest owners

(Note 18)

 

-

 

 

(18)

 

-

Capital lease payments and other financing arrangements

(Note 14)

 

(61)

 

 

(71)

 

(8)

Cash From (Used in) Financing Activities

 

 

(1,054)

 

 

(39)

 

(909)

Foreign Exchange Gain (Loss) on Cash and Cash

 

 

 

 

 

 

 

 

Equivalents Held in Foreign Currency

 

 

(29)

 

 

(127)

 

(98)

Increase (Decrease) in Cash and Cash Equivalents

 

 

(67)

 

 

(2,228)

 

(613)

Cash and Cash Equivalents, Beginning of Year

 

 

338

 

 

2,566

 

3,179

Cash and Cash Equivalents, End of Year

 

 

     271

 

 

$      338

 

$  2,566

Cash, End of Year

 

 

       58

 

 

$      142

 

$     161

Cash Equivalents, End of Year

 

 

213

 

 

196

 

2,405

Cash and Cash Equivalents, End of Year

 

 

     271

 

 

$      338

 

$  2,566

 

 

 

 

 

 

 

 

 

Supplementary Cash Flow Information

(Note 25)

 

 

 

 

 

 

 

 

See accompanying Notes to Consolidated Financial Statements

 

 

 

 

Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

7

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

1.      Summary of Significant Accounting Policies

 

A)                    NATURE OF OPERATIONS

 

Encana Corporation and its subsidiaries (“Encana” or “the Company”) are in the business of the exploration for, the development of, and the production and marketing of natural gas, oil and natural gas liquids (“NGLs”).  The term liquids is used to represent Encana’s oil, NGLs and condensate.

 

B)                    BASIS OF PRESENTATION

 

The Consolidated Financial Statements include the accounts of Encana and are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

 

In these Consolidated Financial Statements, unless otherwise indicated, all dollar amounts are expressed in United States (“U.S.”) dollars.  Encana’s financial results are consolidated in Canadian dollars; however, the Company has adopted the U.S. dollar as its reporting currency to facilitate a more direct comparison to other North American oil and gas companies. All references to US$ or to $ are to United States dollars and references to C$ are to Canadian dollars.

 

C)                    PRINCIPLES OF CONSOLIDATION

 

The Consolidated Financial Statements include the accounts of Encana and entities in which it holds a controlling interest.  The noncontrolling interest represented the third party equity ownership in a former consolidated subsidiary, PrairieSky Royalty Ltd. (“PrairieSky”), as presented in the Consolidated Statement of Changes in Shareholders’ Equity. As of September 26, 2014, Encana no longer held an interest in PrairieSky.  See Note 18 for further details regarding the noncontrolling interest.  All intercompany balances and transactions are eliminated on consolidation.  For upstream joint interest operations where Encana retains an undivided interest in jointly owned property, the Company records its proportionate share of assets, liabilities, revenues and expenses.  Investments in non-controlled entities over which Encana has the ability to exercise significant influence are accounted for using the equity method.

 

D)                    FOREIGN CURRENCY TRANSLATION

 

Monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rates of exchange in effect at the period end date.  Any gains or losses are recorded in the Consolidated Statement of Earnings.  Foreign currency revenues and expenses are translated at the rates of exchange in effect at the time of the transaction.

 

Assets and liabilities of foreign operations are translated at period end exchange rates, while the related revenues and expenses are translated using average rates over the period. Translation gains and losses relating to the foreign operations are included in accumulated other comprehensive income (“AOCI”).  Recognition of Encana’s accumulated translation gains and losses into net earnings occurs upon complete or substantially complete liquidation of the Company’s investment in the foreign operation.

 

For financial statement presentation, assets and liabilities are translated into the reporting currency at period end exchange rates, while revenues and expenses are translated using average rates over the period.  Gains and losses relating to the financial statement translation are included in AOCI.

 

E)                     USE OF ESTIMATES

 

Preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires Management to make informed estimates and assumptions and use judgments that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the period.  Such estimates primarily relate to unsettled transactions and events as of the date of the Consolidated Financial Statements.  Accordingly, actual results may differ from estimated amounts as future events occur.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

8

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

Significant items subject to estimates and assumptions are:

 

·     Estimates of proved reserves and related future cash flows used for depletion and ceiling test impairment calculations

·     Estimated fair value of long-term assets used for impairment calculations

·     Fair value of reporting units used for the assessment of goodwill

·     Estimates of future taxable earnings used to assess the realizable value of deferred tax assets

·     Fair value of asset retirement obligations and costs

·     Fair value of derivative instruments

·     Fair value attributed to assets acquired and liabilities assumed in business combinations

·     Tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate

·     Accruals for long-term performance-based compensation arrangements, including whether or not the performance criteria will be met and measurement of the ultimate payout amount

·     Recognized values of pension assets and obligations, as well as the pension costs charged to net earnings, depend on certain actuarial and economic assumptions

·     Accruals for legal claims, environmental risks and exposures

 

F)                      REVENUE RECOGNITION

 

Revenues associated with Encana’s natural gas and liquids are recognized when production is sold to a purchaser at a fixed or determinable price, delivery has occurred, title has transferred and collectability of the revenue is probable.  Realized gains and losses from the Company’s financial derivatives related to natural gas and oil commodity prices are recognized in revenue when the contract is settled.  Unrealized gains and losses related to these contracts are recognized in revenue based on the changes in fair value of the contracts at the end of the respective periods.

 

Market optimization revenues and purchased product expenses are recorded on a gross basis when Encana takes title to the product and has the risks and rewards of ownership.  Purchases and sales of products that are entered into in contemplation of each other with the same counterparty are recorded on a net basis. Revenues associated with the services provided where Encana acts as agent are recorded as the services are provided.

 

G)                   PRODUCTION, MINERAL AND OTHER TAXES

 

Costs paid by Encana for taxes based on production or revenues from natural gas and liquids are recognized when the product is produced.  Costs paid by Encana for taxes on the valuation of upstream assets and reserves are recognized when incurred.

 

H)                    TRANSPORTATION AND PROCESSING

 

Costs paid by Encana for the transportation and processing of natural gas and liquids are recognized when the product is delivered and the services provided.

 

I)                           OPERATING

 

Operating costs paid by Encana for oil and gas properties in which the Company has a working interest.  Expenses are net of amounts capitalized in accordance with the full cost method of accounting.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

9

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

J)                       EMPLOYEE BENEFIT PLANS

 

The Company sponsors defined contribution and defined benefit plans, providing pension and other post-employment benefits to its employees in Canada and the U.S.  As of January 1, 2003, the defined benefit pension plan was closed to new entrants.

 

Pension expense for the defined contribution pension plan is recorded as the benefits are earned by the employees covered by the plans.  Encana accrues for its obligations under its employee defined benefit plans, net of plan assets.  The cost of defined benefit pensions and other post-employment benefits is actuarially determined using the projected benefit method based on length of service and reflects Management’s best estimate of salary escalation, retirement ages of employees and expected future health care costs. The expected return on plan assets is based on historical and projected rates of return for assets in the investment plan portfolio.  The actual return is based on the fair value of plan assets. The projected benefit obligation is discounted using the market interest rate on high-quality corporate debt instruments as at the measurement date.

 

Pension expense for the defined benefit pension plan includes the cost of pension benefits earned during the current year, the interest cost on pension obligations, the expected return on pension plan assets, the amortization of adjustments arising from pension plan amendments, the amortization of prior service costs, and the amortization of the excess of the net actuarial gain or loss over 10 percent of the greater of the benefit obligation and the fair value of plan assets.   Amortization is on a straight-line basis over a period covering the expected average remaining service lives of employees covered by the plans.  Actuarial gains and losses related to the change in the over-funded or under-funded status of the defined benefit pension plan and other post-employment benefit plans are recognized in other comprehensive income.

 

K)                    INCOME TAXES

 

Encana follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded for the effect of any temporary difference between the accounting and income tax basis of an asset or liability, using the enacted income tax rates and laws expected to apply when the assets are realized and liabilities are settled. Current income taxes are measured at the amount expected to be recoverable from or payable to the taxation authorities based on the income tax rates and laws enacted at the end of the reporting period. The effect of a change in the enacted tax rates or laws is recognized in net earnings in the period of enactment.  Income taxes are recognized in net earnings except to the extent that they relate to items recognized directly in shareholders’ equity, in which case the income taxes are recognized directly in shareholders’ equity.

 

Deferred income tax assets are routinely assessed for realizability.  If it is more likely than not that deferred tax assets will not be realized, a valuation allowance is recorded to reduce the deferred tax assets.  Encana considers available positive and negative evidence when assessing the realizability of deferred tax assets including historic and expected future taxable earnings, available tax planning strategies and carry forward periods.  The assumptions used in determining expected future taxable earnings are consistent with those used in the goodwill impairment assessment.

 

Encana recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by a taxing authority.  A recognized tax position is initially and subsequently measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with a taxing authority.  Liabilities for unrecognized tax benefits that are not expected to be settled within the next 12 months are included in other liabilities and provisions.

 

L)                      EARNINGS PER SHARE AMOUNTS

 

Basic net earnings per common share is computed by dividing the net earnings by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share amounts are calculated giving effect to the potential dilution that would occur if stock options were exercised or other contracts to issue common shares were exercised, fully vested, or converted to common shares. The treasury stock method is used to determine the dilutive effect of stock options and other dilutive instruments. The treasury stock method assumes that proceeds received from the exercise of in-the-money stock options and other dilutive instruments are used to repurchase common shares at the average market price.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

10

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

M)                  CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents include cash on hand and short-term investments, such as money market deposits or similar type instruments, with a maturity of three months or less when purchased.  Outstanding disbursements issued in excess of applicable bank account balances are excluded from cash and cash equivalents and are recorded in accounts payable and accrued liabilities.  Cash in reserve represents cash amounts segregated or held in escrow which are not available for general operating use.

 

N)                    PROPERTY, PLANT AND EQUIPMENT

 

UPSTREAM

 

Encana uses the full cost method of accounting for its acquisition, exploration and development activities.  Under this method, all costs directly associated with the acquisition of, the exploration for, and the development of natural gas and liquids reserves are capitalized on a country-by-country cost centre basis. Capitalized costs exclude costs relating to production, general overhead or similar activities.

 

Under the full cost method of accounting, the carrying amount of Encana’s natural gas and oil properties within each country cost centre is subject to a ceiling test performed quarterly.  A ceiling test impairment is recognized in net earnings when the carrying amount of a country cost centre exceeds the country cost centre ceiling.  The carrying amount of a cost centre includes capitalized costs of proved oil and gas properties, net of accumulated depletion and the related deferred income taxes.

 

The cost centre ceiling is the sum of the estimated after-tax future net cash flows from proved reserves, using the 12-month average trailing prices and unescalated future development and production costs, discounted at 10 percent, plus unproved property costs.   The 12-month average trailing price is calculated as the average of the price on the first day of each month within the trailing 12-month period.  Any excess of the carrying amount over the calculated ceiling amount is recognized as an impairment in net earnings.

 

Capitalized costs accumulated within each cost centre are depleted using the unit-of-production method based on proved reserves.  Depletion is calculated using the capitalized costs, including estimated retirement costs, plus the undiscounted future expenditures to be incurred in developing proved reserves.

 

Costs associated with unproved properties are excluded from the depletion calculation until it is determined that proved reserves are attributable or impairment has occurred.  Unproved properties are assessed separately for impairment on a quarterly basis.  Costs that have been impaired are included in the costs subject to depletion within the full cost pool.

 

Proceeds from the divestiture of properties are normally deducted from the full cost pool without recognition of gain or loss unless the deduction significantly alters the relationship between capitalized costs and proved reserves in the cost centre, in which case a gain or loss is recognized in net earnings.  Generally, a gain or loss on a divestiture would be recognized when 25 percent or more of the Company’s proved reserves quantities in a particular country are sold.  For divestitures that result in the recognition of a gain or loss on the sale and constitute a business, goodwill is allocated to the divestiture.

 

CORPORATE

 

Costs associated with office furniture, fixtures, leasehold improvements, information technology and aircraft are carried at cost and depreciated on a straight-line basis over the estimated service lives of the assets, which range from three to 25 years.  Costs associated with The Bow office building are carried at cost and depreciated on a straight-line basis over the 60-year estimated life of the building.  Assets under construction are not subject to depreciation until put into use.  Land is carried at cost.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

11

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

O)                   CAPITALIZATION OF COSTS

 

Expenditures related to renewals or betterments that improve the productive capacity or extend the life of an asset are capitalized.  Maintenance and repairs are expensed as incurred.  Interest is capitalized during the construction phase of major development projects.

 

P)                     BUSINESS COMBINATIONS

 

Business combinations are accounted for using the acquisition method.  The acquired identifiable net assets are measured at their fair value at the date of acquisition.  Deferred taxes are recognized for any differences between the fair value of net assets acquired and their tax bases.   Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill.  Any deficiency of the purchase price below the fair value of the net assets acquired is recorded as a gain in net earnings.  Associated transaction costs are expensed when incurred.

 

Q)                   GOODWILL

 

Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is assessed for impairment at least annually at December 31. Goodwill and all other assets and liabilities are allocated to reporting units, which are Encana’s country cost centres.  To assess impairment, the carrying amount of each reporting unit is determined and compared to the fair value of the reporting unit.  If the carrying amount of the reporting unit is higher than its related fair value then goodwill is written down to the reporting unit’s implied fair value of goodwill.  The implied fair value of goodwill is determined by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of the reporting unit as if the reporting entity had been acquired in a business combination.  Any excess of the carrying value of goodwill over the implied fair value of goodwill is recognized as an impairment and charged to net earnings.  Subsequent measurement of goodwill is at cost less any accumulated impairments.

 

R)                    IMPAIRMENT OF LONG-TERM ASSETS

 

The carrying value of long-term assets, excluding goodwill and upstream assets included in property, plant and equipment, is assessed for impairment when indicators suggest that the carrying value of an asset or asset group may not be recoverable.  If the carrying amount exceeds the sum of the undiscounted cash flows expected to result from the continued use and eventual disposition of the asset or asset group, an impairment is recognized for the excess of the carrying amount over its estimated fair value.

 

S)                     ASSET RETIREMENT OBLIGATION

 

Asset retirement obligations are those legal obligations where the Company will be required to retire tangible long-lived assets such as producing well sites, offshore production platforms and natural gas processing plants.  The fair value of estimated asset retirement obligations is recognized in the Consolidated Balance Sheet when incurred and a reasonable estimate of fair value can be made.  The asset retirement cost, equal to the initially estimated fair value of the asset retirement obligation, is capitalized as part of the cost of the related long-lived asset.  Changes in the estimated obligation resulting from revisions to estimated timing or amount of future cash flows are recognized as a change in the asset retirement obligation and the related asset retirement cost.

 

Amortization of asset retirement costs is included in depreciation, depletion and amortization in the Consolidated Statement of Earnings.  Increases in the asset retirement obligations resulting from the passage of time are recorded as accretion of asset retirement obligation in the Consolidated Statement of Earnings.

 

Actual expenditures incurred are charged against the accumulated asset retirement obligation.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

12

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

T)                     STOCK-BASED COMPENSATION

 

Obligations for payments of cash or common shares under Encana’s stock-based compensation plans are accrued over the vesting period, net of forfeitures, using fair values.  Fair values are determined using observable share prices and/or pricing models such as the Black-Scholes-Merton option-pricing model.  For equity-settled stock-based compensation plans, fair values are determined at the grant date and are recognized over the vesting period as compensation costs with a corresponding credit to shareholders’ equity.  For cash-settled stock-based compensation plans, fair values are determined at each reporting date and periodic changes are recognized as compensation costs, with a corresponding change to liabilities.

 

U)                    LEASES

 

Leases entered into for the use of an asset are classified as either capital or operating leases.  Capital leases transfer to the Company substantially all of the risks and benefits incidental to ownership of the leased item.  Capital leases are capitalized upon commencement of the lease term at the lower of the fair value of the leased asset or the present value of the minimum lease payments.  Capitalized leased assets are amortized over the estimated useful life of the asset if the lease arrangement contains a bargain purchase option or ownership of the leased asset transfers at the end of the lease term.   Otherwise, the leased assets are amortized over the lease term.  Amortization of capitalized leased assets is included in depreciation, depletion and amortization in the Consolidated Statement of Earnings.  All other leases are classified as operating leases and the payments are recognized on a straight-line basis over the lease term.

 

V)                     FAIR VALUE MEASUREMENTS

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques include the market, income and cost approach.  The market approach uses information generated by market transactions involving identical or comparable assets or liabilities; the income approach converts estimated future amounts to a present value; the cost approach is based on the amount that currently would be required to replace an asset.

 

Inputs used in determining fair value are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. The three input levels of the fair value hierarchy are as follows:

 

·     Level 1 - Inputs represent quoted prices in active markets for identical assets or liabilities, such as exchange-traded commodity derivatives.

 

·     Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets or other market corroborated inputs.

 

·     Level 3 - Inputs that are not observable from objective sources, such as forward prices supported by little or no market activity or internally developed estimates of future cash flows used in a present value model.

 

In determining fair value, the Company utilizes the most observable inputs available. If a fair value measurement reflects inputs at multiple levels within the hierarchy, the fair value measurement is characterized based on the lowest level of input that is significant to the fair value measurement.

 

The carrying amount of cash and cash equivalents, accounts receivable and accounts payable reported on the Consolidated Balance Sheet approximates fair value. The fair value of long-term debt is disclosed in Note 13.  Fair value information related to pension plan assets is included in Note 22.  Recurring fair value measurements are performed for risk management assets and liabilities and other derivative contracts as discussed in Note 23.

 

Certain non-financial assets and liabilities are initially measured at fair value, such as asset retirement obligations and assets and liabilities acquired in business combinations or certain non-monetary exchange transactions.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

13

 



 

Notes to Consolidated Financial Statements

 

(All amounts in $ millions, unless otherwise specified)

 

W)                 RISK MANAGEMENT ASSETS AND LIABILITIES

 

Risk management assets and liabilities are derivative financial instruments used by Encana to manage economic exposure to market risks relating to commodity prices, foreign currency exchange rates and interest rates.  The use of these derivative instruments is governed under formal policies and is subject to limits established by the Board of Directors (“Board”).  The Company’s policy is not to utilize derivative financial instruments for speculative purposes.

 

Derivative instruments that do not qualify for the normal purchases and sales exemption are measured at fair value with changes in fair value recognized in net earnings.  The fair values recorded in the Consolidated Balance Sheet reflect netting the asset and liability positions where counterparty master netting arrangements contain provisions for net settlement.  Realized gains or losses from financial derivatives related to natural gas and oil commodity prices are recognized in revenues as the contracts are settled.  Realized gains or losses from financial derivatives related to power commodity prices are recognized in transportation and processing expense as the related power contracts are settled.  Realized gains or losses from other derivative contracts related to certain payment obligations are recognized in revenues as the obligations are settled. Unrealized gains and losses are recognized in revenues and transportation and processing expense accordingly, at the end of each respective reporting period based on the changes in fair value of the contracts.

 

X)                     COMMITMENTS AND CONTINGENCIES

 

Liabilities for loss contingencies arising from claims, assessments, litigation, environmental and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change.

 

Y)                     RECENT ACCOUNTING PRONOUNCEMENTS

 

CHANGES IN ACCOUNTING POLICIES AND PRACTICES

 

On January 1, 2015, Encana adopted Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” as issued by the Financial Accounting Standards Board (“FASB”). The update amends the criteria and expands the disclosures for reporting discontinued operations.  Under the new criteria, only disposals representing a strategic shift in operations would qualify as a discontinued operation. The amendments have been applied prospectively and have not had a material impact on the Company’s Consolidated Financial Statements.

 

On December 31, 2015, Encana early adopted ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” which requires deferred income tax assets and liabilities to be classified as non-current on the balance sheet.  Previously, deferred income tax assets and liabilities were classified as current and non-current on the balance sheet. The amendments have been applied retrospectively and had no impact on the Company’s results of operations or cash flows. The impacts on the Company’s Consolidated Balance Sheets are as follows:

 

As at December 31 ($ millions)

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Prior to Adoption of ASU 2015-17:

 

 

 

 

 

 

Deferred Income Taxes

 

 

 

 

 

 

   Current Assets

 

$     22

 

 

$          -

 

   Non-current Assets

 

1,060

 

 

296

 

   Current Liabilities

 

1

 

 

128

 

   Non-current Liabilities

 

24

 

 

1,829

 

 

 

 

 

 

 

 

Adoption of ASU 2015-17:

 

 

 

 

 

 

Deferred Income Taxes

 

 

 

 

 

 

   Non-current Assets

 

$ 1,081

 

 

$    206

 

   Non-current Liabilities

 

24

 

 

1,867

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

14

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

NEW STANDARDS ISSUED NOT YET ADOPTED

 

As of January 1, 2016, Encana will be required to adopt the following pronouncements issued by FASB:

 

·

ASU 2014-12, “Compensation - Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period”.  The update requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition.  The amendments will be applied prospectively and are not expected to have a material impact on the Company’s Consolidated Financial Statements.

 

 

·

ASU 2015-02, “Amendments to the Consolidation Analysis”. The update requires limited partnerships and similar entities to be evaluated under the variable interest and voting interest models, eliminate the presumption that a general partner should consolidate a limited partnership, and simplify the identification of variable interests and related effect on the primary beneficiary criterion when fees are paid to a decision maker.  The amendments can be applied using either a full retrospective approach or a modified retrospective approach at the date of adoption.  The amendments are not expected to have a material impact on the Company’s Consolidated Financial Statements.

 

 

·

ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. The update requires debt issuance costs to be presented on the balance sheet as a deduction from the carrying amount of the related liability. Currently, debt issuance costs are presented as a deferred charge within assets. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”.  The update further clarifies that regardless of whether there are outstanding borrowings, debt issuance costs arising from credit arrangements can be presented as an asset and subsequently amortized ratably over the term of the arrangement.  These amendments will be applied retrospectively.  As at December 31, 2015, $30 million of debt issuance costs were presented in Other Assets on the Company’s Consolidated Balance Sheet (2014 – $39 million).

 

As of January 1, 2018, Encana will be required to adopt ASU 2014-09, “Revenue from Contracts with Customers” under Topic 606, which was the result of a joint project by the FASB and International Accounting Standards Board.  The new standard replaces Topic 605, “Revenue Recognition”, and other industry-specific guidance in the Accounting Standards Codification.  The new standard is based on the principle that revenue is recognized on the transfer of promised goods or services to customers in an amount that reflects the consideration the company expects to be entitled to in exchange for those goods or services.  In August 2015, the FASB issued ASU 2015-14, “Deferral of Effective Date for Revenue from Contracts with Customers”, which deferred the effective date of ASU 2014-09, but permits early adoption using the original effective date of January 1, 2017.  The standard can be applied using one of two retrospective application methods at the date of adoption.  Encana is currently assessing the potential impact of the standard on the Company’s Consolidated Financial Statements.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

15

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

2.         Segmented Information

 

Encana’s reportable segments are determined based on the Company’s operations and geographic locations as follows:

 

·

Canadian Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within the Canadian cost centre.

 

 

·

USA Operations includes the exploration for, development of, and production of natural gas, oil and NGLs and other related activities within the U.S. cost centre.

 

 

·

Market Optimization is primarily responsible for the sale of the Company’s proprietary production.  These results are included in the Canadian and USA Operations.  Market optimization activities include third party purchases and sales of product to provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification.  These activities are reflected in the Market Optimization segment.  Market Optimization sells substantially all of the Company’s upstream production to third party customers.  Transactions between segments are based on market values and are eliminated on consolidation.

 

Corporate and Other 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 reporting segment to which the derivative instruments relate.

 

The Consolidated Statement of Earnings for the comparative periods ended December 31, 2014 and December 31, 2013 and the accompanying segmented information disclosed in this note have been updated to present property taxes and certain other levied charges within production, mineral and other taxes.  Formerly, these property taxes and other charges were presented in either transportation and processing expense or operating expense.  Encana has updated its presentation to more accurately reflect these charges within the Consolidated Statement of Earnings based on the nature of the expense recognized and to more closely align with the Company’s peers.  As a result, for the year ended December 31, 2014, the Canadian Operations has reclassified $9 million (2013 – $9 million) from transportation and processing expense and $40 million (2013 – $36 million) from operating expense to production, mineral and other taxes.   In addition, for the year ended December 31, 2014, the USA Operations has reclassified $28 million (2013 – $6 million) from operating expense to production, mineral and other taxes.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

16

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

Results of Operations

 

Segment and Geographic Information

 

 

 

Canadian Operations

 

USA Operations

 

Market Optimization

 

For the years ended December 31

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$ 1,822

 

$ 3,310

 

$ 2,824

 

$ 2,491

 

$ 2,902

 

$ 2,763

 

$    365

 

$ 1,248

 

$    512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production, mineral and other taxes

 

28

 

64

 

60

 

116

 

146

 

113

 

-

 

-

 

-

 

Transportation and processing

 

654

 

826

 

747

 

580

 

658

 

722

 

12

 

-

 

-

 

Operating

 

152

 

274

 

336

 

519

 

326

 

417

 

33

 

39

 

38

 

Purchased product

 

-

 

-

 

-

 

-

 

-

 

-

 

323

 

1,191

 

441

 

 

 

988

 

2,146

 

1,681

 

1,276

 

1,772

 

1,511

 

(3

)

18

 

33

 

Depreciation, depletion and amortization

 

305

 

625

 

601

 

1,088

 

992

 

818

 

-

 

4

 

12

 

Impairments

 

-

 

-

 

-

 

6,473

 

-

 

-

 

-

 

-

 

-

 

 

 

$    683

 

$ 1,521

 

$ 1,080

 

$ (6,285

)

$   780

 

$   693

 

$      (3

)

$      14

 

$     21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate & Other

 

Consolidated

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

 

 

 

 

$    (256

)

$   559

 

$  (241

)

$ 4,422

 

$ 8,019

 

$ 5,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production, mineral and other taxes

 

 

 

 

 

-

 

-

 

-

 

144

 

210

 

173

 

Transportation and processing

 

 

 

 

 

6

 

12

 

(2

)

1,252

 

1,496

 

1,467

 

Operating

 

 

 

 

 

19

 

28

 

38

 

723

 

667

 

829

 

Purchased product

 

 

 

 

 

-

 

-

 

-

 

323

 

1,191

 

441

 

 

 

 

 

 

 

(281

)

519

 

(277

)

1,980

 

4,455

 

2,948

 

Depreciation, depletion and amortization

 

 

 

 

 

95

 

124

 

134

 

1,488

 

1,745

 

1,565

 

Impairments

 

 

 

 

 

-

 

-

 

21

 

6,473

 

-

 

21

 

 

 

 

 

 

 

$    (376

)

$   395

 

$  (432

)

(5,981

)

2,710

 

1,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accretion of asset retirement obligation

 

 

 

 

 

 

 

 

 

 

 

45

 

52

 

53

 

Administrative

 

 

 

 

 

 

 

 

 

 

 

275

 

327

 

439

 

Interest

 

 

 

 

 

 

 

 

 

 

 

614

 

654

 

563

 

Foreign exchange (gain) loss, net

 

 

 

 

 

 

 

 

 

 

 

1,082

 

403

 

325

 

(Gain) loss on divestitures

 

 

 

 

 

 

 

 

 

 

 

(14

)

(3,426

)

(7

)

Other

 

 

 

 

 

 

 

 

 

 

 

27

 

71

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

2,029

 

(1,919

)

1,374

 

Net Earnings (Loss) Before Income Tax

 

 

 

 

 

 

 

 

 

 

 

(8,010

)

4,629

 

(12

)

Income tax expense (recovery)

 

 

 

 

 

 

 

 

 

 

 

(2,845

)

1,203

 

(248

)

Net Earnings (Loss)

 

 

 

 

 

 

 

 

 

 

 

(5,165

)

3,426

 

236

 

Net earnings attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

-

 

(34

)

-

 

Net Earnings (Loss) Attributable to Common Shareholders

 

 

 

 

 

 

 

$ (5,165

)

$ 3,392

 

$    236

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

17

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

Intersegment Information

 

 

 

 

 

Market Optimization

 

 

 

 

Marketing Sales

Upstream Eliminations

Total

For the years ended December 31

2015

2014

2013

2015

2014

2013

2015

2014

2013

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

$ 4,309

$ 7,371

$ 5,662

$ (3,944)

$ (6,123)

$ (5,150)

$ 365

$ 1,248

$ 512

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Transportation and processing

348

458

516

(336)

(458)

(516)

12

-

-

Operating

33

62

75

-

(23)

(37)

33

39

38

Purchased product

3,931

6,822

4,993

(3,608)

(5,631)

(4,552)

323

1,191

441

Operating Cash Flow

$      (3)

$      29

$      78

$          -

$      (11)

$      (45)

$    (3)

$      18

$   33

 

Capital Expenditures

 

For the years ended December 31

2015

2014

 2013 

 

 

 

 

Canadian Operations

$    380

$ 1,226

$ 1,365

USA Operations

1,847

1,285

1,283

Market Optimization

1

-

3

Corporate & Other

4

15

61

 

$ 2,232

$ 2,526

$ 2,712

 

Goodwill, Property, Plant and Equipment and Total Assets by Segment

 

 

Goodwill

Property, Plant and Equipment

Total Assets (1)

As at December 31

2015

2014

2015

2014

2015

2014

 

 

 

 

 

 

 

Canadian Operations

$    661

$    788

$ 1,100

$   2,338

$   2,036

$   3,544

USA Operations

2,129

2,129

7,249

13,817

10,405

16,798

Market Optimization

-

-

1

1

95

181

Corporate & Other

-

-

1,507

1,859

3,108

4,008

 

$ 2,790

2,917

$ 9,857

$ 18,015

$ 15,644

24,531

 

(1)  Total Assets for 2014 has been restated due to the early adoption of ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, as described in Note 1.

 

Goodwill, Property, Plant and Equipment and Total Assets by Geographic Region

 

 

Goodwill

Property, Plant and Equipment

Total Assets (1)

As at December 31

2015

2014

2015

2014

2015

2014

 

 

 

 

 

 

 

Canada

$    661

$    788

$ 2,495

$   4,070

$   5,063

$   7,182

United States

2,129

2,129

7,362

13,945

10,570

17,271

Other Countries

-

-

-

-

11

78

 

$ 2,790

$ 2,917

$ 9,857

$ 18,015

$ 15,644

$ 24,531

 

(1)  Total Assets for 2014 has been restated due to the early adoption of ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, as described in Note 1.

 

Export Sales

 

Sales of natural gas and liquids produced or purchased in Canada delivered to customers outside of Canada were $153 million (2014 – $338 million; 2013 – $243 million).

 

Major Customers

 

In connection with the marketing and sale of Encana’s own and purchased natural gas and liquids for the year ended December 31, 2015, the Company had one customer which individually accounted for more than 10 percent of Encana’s consolidated revenues, net of royalties.  Sales to this customer, which has an investment grade credit rating, were approximately $446 million which comprised $138 million in Canada and $308 million in the United States (2014 – one customer with sales of approximately $1,043 million; 2013 – one customer with sales of approximately $815 million).

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

18

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

3.                       Business Combinations

 

Eagle Ford Acquisition

 

On June 20, 2014, Encana completed the acquisition of properties located in the Eagle Ford shale formation for approximately $2.9 billion, after closing adjustments.  The acquisition included an interest in certain producing properties and undeveloped lands in the Karnes, Wilson and Atascosa counties of south Texas.  Encana funded the acquisition with cash on hand.  Transaction costs of approximately $9 million were included in other expenses.  The assets acquired generated revenues of $585 million and net earnings of $222 million for the period from June 20, 2014 to December 31, 2014.

 

Athlon Energy Inc. Acquisition

 

On November 13, 2014, Encana completed the acquisition of all of the issued and outstanding shares of common stock of Athlon Energy Inc. (“Athlon”) for $5.93 billion, or $58.50 per share.  In addition, Encana assumed Athlon’s $1.15 billion senior notes and repaid and terminated Athlon’s credit facility with indebtedness outstanding of $335 million.  Encana funded the acquisition of Athlon with cash on hand.  Transaction costs of approximately $31 million were included in other expenses.  Following completion of the acquisition, Athlon’s $1.15 billion senior notes were redeemed in accordance with the provisions of the governing indentures as discussed in Note 13.  Athlon’s operations focused on the acquisition and development of oil and gas properties located in the Permian Basin in west Texas.  The assets acquired generated revenues of $176 million and a net loss of $3 million for the period from November 13, 2014 to December 31, 2014.

 

Purchase Price Allocations

 

The transactions were accounted for under the acquisition method, which requires that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.  The final purchase price allocations, representing consideration paid and the fair values of the assets acquired and liabilities assumed as of the acquisition date, are shown in the table below.

 

Purchase Price Allocation

Eagle Ford

Athlon (1)

Assets Acquired:

 

 

Cash

$         -

$          2

Accounts receivable and other current assets

4

133

Risk management

-

80

Proved properties

2,873

2,124

Unproved properties

78

5,338

Other property, plant and equipment

-

2

Other assets

-

2

Goodwill

-

1,724

Liabilities Assumed:

 

 

Accounts payable and accrued liabilities

-

(195)

Long-term debt, including revolving credit facility

-

(1,497)

Asset retirement obligation

(32)

(25)

Deferred income taxes

-

(1,724)

Total Purchase Price

$ 2,923

$  5,964

 

(1)  The purchase price includes cash consideration paid for issued and outstanding shares of common stock of Athlon of $58.50 per share totaling $5.93 billion, as well as payments to terminate certain employment agreements with Athlon’s management and payments for certain other existing obligations of Athlon.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

19

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The Company used the income approach valuation technique for the fair value of assets acquired and liabilities assumed.  The carrying amounts of cash, accounts receivable and other current assets, and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of the instruments.  The fair values of the risk management assets and long-term debt, including the revolving credit facility, are categorized within Level 2 of the fair value hierarchy and were determined using quoted prices and rates from an available pricing source.  The fair values of the proved and unproved properties, other property, plant and equipment, other assets, goodwill, and asset retirement obligation are categorized within Level 3 and were determined using relevant market assumptions, including discount rates, future commodity prices and costs, timing of development activities, projections of oil and gas reserves, and estimates to abandon and reclaim producing wells.

 

Goodwill arose from the Athlon acquisition primarily from the requirement to recognize deferred taxes on the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis.  Goodwill is not amortized and is not deductible for tax purposes.

 

Unaudited Pro Forma Financial Information

 

The following unaudited pro forma financial information combines the historical financial results of Encana with Eagle Ford and Athlon, and has been prepared assuming the acquisitions occurred on January 1, 2014.  The pro forma information is not intended to reflect the actual results of operations that would have occurred if the business combinations had been completed at the date indicated.  In addition, the pro forma information does not project Encana’s results of operations for any future period. The Company’s consolidated results for the year ended December 31, 2015 include the results from Eagle Ford and Athlon.

 

For the year ended December 31, 2014 ($ millions, except per share amounts)

Eagle Ford

Athlon

 

 

 

Revenues, Net of Royalties

$ 8,760

$ 8,572

Net Earnings Attributable to Common Shareholders

$ 3,641

$ 3,486

Net Earnings per Common Share

 

 

Basic & Diluted

$   4.91

$   4.71

 

 

4.                       Acquisitions and Divestitures

 

For the years ended December 31

2015

2014

2013

 

 

 

 

Acquisitions

 

 

 

Canadian Operations

$          9

$         21

$     28

USA Operations

27

2,995

156

Corporate & Other

34

-

-

Total Acquisitions

70

3,016

184

 

 

 

 

Divestitures

 

 

 

Canadian Operations

(959)

(1,847)

(685)

USA Operations

(896)

(2,264)

(18)

Market Optimization

-

(205)

-

Corporate & Other

(53)

(29)

(2)

Total Divestitures

(1,908)

(4,345)

(705)

Net Acquisitions & (Divestitures)

$ (1,838)

$ (1,329)

$ (521)

 

ACQUISITIONS

 

Acquisitions in 2014 primarily included the purchase of certain properties in the Eagle Ford shale formation in south Texas as described in Note 3.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

20

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

DIVESTITURES

 

For the year ended December 31, 2015, amounts received on the sale of assets were $1,908 million (2014 – $4,345 million; 2013 – $705 million).  In 2015, divestitures were $959 million in the Canadian Operations and $896 million in the USA Operations.

 

Amounts received from the divestiture transactions have been deducted from the respective Canadian and U.S. full cost pools, except for divestitures that resulted in a significant alteration between capitalized costs and proved reserves in the respective country cost centre.  For divestitures that resulted in a gain or loss and constituted a business, goodwill was allocated to the divestiture.  During the year ended December 31, 2015, there was no goodwill allocated to divestitures.

 

Canadian Operations

 

In 2015, divestitures in the Canadian Operations primarily included the sale of certain assets in Wheatland located in central and southern Alberta for proceeds of approximately C$557 million ($467 million), after closing adjustments, the sale of certain natural gas gathering and compression assets in Montney in northeastern British Columbia for proceeds of approximately C$450 million ($355 million), after closing adjustments, and certain properties that do not complement Encana’s existing portfolio of assets.

 

In 2014, divestitures in the Canadian Operations primarily included the sale of the Company’s Bighorn assets in west central Alberta for approximately $1,725 million, after closing adjustments.  For the year ended December 31, 2014, Encana recognized a gain of approximately $1,014 million, before tax, on the sale of the Company’s Bighorn assets in the Canadian cost centre and allocated goodwill of $257 million.

 

In 2013, divestitures in the Canadian Operations included the sale of the Company’s Jean Marie natural gas assets in northeast British Columbia and other assets.

 

USA Operations

 

In 2015, divestitures in the USA Operations primarily included the sale of the Haynesville natural gas assets located in northern Louisiana for proceeds of approximately $769 million, after closing adjustments, and certain properties that do not complement Encana’s existing portfolio of assets.

 

In 2014, divestitures in the USA Operations primarily included the sale of the Jonah properties for proceeds of approximately $1,636 million, after closing adjustments, and the sale of certain properties in East Texas for proceeds of approximately $495 million, after closing adjustments.  For the year ended December 31, 2014, Encana recognized a gain of approximately $209 million, before tax, on the sale of the Jonah properties in the U.S. cost centre and allocated goodwill of $68 million.

 

Market Optimization

 

For the year ended December 31, 2014, divestitures in Market Optimization were $205 million and primarily included the Company’s electricity generation assets.

 

Corporate and Other

 

For the year ended December 31, 2015, Corporate and Other acquisitions and divestitures primarily included the purchase and subsequent sale of the Encana Place office building located in Calgary, which resulted in a gain on divestiture of approximately $12 million.

 

OTHER CAPITAL TRANSACTIONS

 

The following transactions involved the acquisition or disposition of common shares and, therefore, have been excluded from the acquisitions and divestitures table above.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

21

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

Acquisition of Athlon

 

On November 13, 2014, Encana acquired all of the issued and outstanding shares of common stock of Athlon for $5.93 billion, or $58.50 per share.  See Note 3 for further details regarding the Athlon transaction.

 

Divestiture of Investment in PrairieSky

 

On September 26, 2014, Encana completed the secondary offering of 70.2 million common shares of PrairieSky at a price of C$36.50 per common share for aggregate gross proceeds of approximately C$2.6 billion.  As the sale of the investment in PrairieSky resulted in a significant alteration between capitalized costs and proved reserves in the Canadian cost centre, Encana recognized a gain on divestiture of approximately $2.1 billion, before tax.  See Note 18 for further details regarding the PrairieSky transactions.

 

 

5.         Interest

 

For the years ended December 31

 

2015

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Interest Expense on:

 

 

 

 

 

 

 

 

 

Debt

 

$    497

 

 

$ 509

 

 

$ 460

 

The Bow office building

 

65

 

 

75

 

 

76

 

Capital leases

 

28

 

 

37

 

 

9

 

Other

 

24

 

 

33

 

 

18

 

 

 

$    614

 

 

$ 654

 

 

$ 563

 

 

Interest Expense on Debt for the year ended December 31, 2015 included a one-time interest payment of approximately $165 million resulting from the April 2015 early redemption of the Company’s $700 million 5.90 percent notes due December 1, 2017 and C$750 million 5.80 percent medium-term notes due January 18, 2018 as discussed in Note 13.

 

Interest Expense on Debt for the year ended December 31, 2014 included a one-time outlay of approximately $125 million associated with the early redemption of senior notes assumed in conjunction with the Athlon acquisition as described in Note 13.

 

Interest on Capital leases and Other were previously reported together in 2013.

 

 

6.         Foreign Exchange (Gain) Loss, Net

 

For the years ended December 31

 

2015

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Unrealized Foreign Exchange (Gain) Loss on:

 

 

 

 

 

 

 

 

 

Translation of U.S. dollar debt issued from Canada

 

$    754

 

 

$ 456

 

 

$ 349

 

Translation of U.S. dollar risk management contracts issued from Canada

 

(67

)

 

(16

)

 

(19

)

 

 

687

 

 

440

 

 

330

 

Foreign Exchange on Settlements

 

358

 

 

28

 

 

20

 

Other Monetary Revaluations

 

37

 

 

(65

)

 

(25

)

 

 

$ 1,082

 

 

$ 403

 

 

$ 325

 

 

Foreign Exchange on Settlements included foreign exchange on intercompany transactions and foreign exchange on settlement of long-term debt previously reported in Other Monetary Revaluations.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

22

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

7.         Income Taxes

 

The provision for income taxes is as follows:

 

For the years ended December 31

 

2015

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Current Tax

 

 

 

 

 

 

 

 

 

Canada

 

$      (25

)

 

$    249

 

 

$       (152)

 

United States

 

(17

)

 

(21

)

 

(64)

 

Other Countries

 

8

 

 

15

 

 

25

 

Total Current Tax Expense (Recovery)

 

(34

)

 

243

 

 

(191)

 

 

 

 

 

 

 

 

 

 

 

Deferred Tax

 

 

 

 

 

 

 

 

 

Canada

 

(316

)

 

713

 

 

(106)

 

United States

 

(2,495

)

 

246

 

 

52

 

Other Countries

 

-

 

 

1

 

 

(3)

 

Total Deferred Tax Expense (Recovery)

 

(2,811

)

 

960

 

 

(57)

 

Income Tax Expense (Recovery)

 

$ (2,845

)

 

$ 1,203

 

 

$       (248)

 

 

The following table reconciles income taxes calculated at the Canadian statutory rate with the actual income taxes:

 

For the years ended December 31

 

2015

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) Before Income Tax

 

 

 

 

 

 

 

 

 

Canada

 

$ (2,014

)

 

$ 3,744

 

 

$       (316)

 

United States

 

(6,963

)

 

665

 

 

46

 

Other Countries

 

967

 

 

220

 

 

258

 

Total Net Earnings (Loss) Before Income Tax

 

(8,010

)

 

4,629

 

 

(12)

 

Canadian Statutory Rate

 

26.4%

 

 

25.7%

 

 

25.1%

 

Expected Income Tax

 

(2,115

)

 

1,190

 

 

(3)

 

Effect on Taxes Resulting From:

 

 

 

 

 

 

 

 

 

Statutory rate and other foreign differences

 

(776

)

 

7

 

 

(42)

 

Effect of legislative changes

 

(11

)

 

-

 

 

(70)

 

Non-taxable capital (gains) losses

 

132

 

 

64

 

 

48

 

Tax differences on divestitures and transactions

 

(8

)

 

8

 

 

(28)

 

Partnership tax allocations in excess of funding

 

(21

)

 

(53

)

 

(41)

 

Amounts in respect of prior periods

 

(8

)

 

(19

)

 

(103)

 

Other

 

(38

)

 

6

 

 

(9)

 

 

 

$ (2,845

)

 

$ 1,203

 

 

$       (248)

 

Effective Tax Rate

 

35.5%

 

 

26.0%

 

 

2,066.7%

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

23

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The net deferred income tax asset (liability) consists of:

 

As at December 31

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Deferred Income Tax Assets

 

 

 

 

 

 

Property, plant and equipment

 

$    226

 

 

$     217

 

Compensation plans

 

72

 

 

91

 

Interest and other deferred deductions

 

224

 

 

59

 

Unrealized foreign exchange losses

 

36

 

 

-

 

Non-capital and net capital losses carried forward

 

1,009

 

 

492

 

Alternative minimum tax and foreign tax credits

 

208

 

 

205

 

Less valuation allowance

 

(12

)

 

(12

)

Other

 

99

 

 

72

 

 

 

 

 

 

 

 

Deferred Income Tax Liabilities

 

 

 

 

 

 

Property, plant and equipment

 

(660

)

 

(2,485

)

Risk management

 

(122

)

 

(226

)

Unrealized foreign exchange gains

 

-

 

 

(48

)

Other

 

(23

)

 

(26

)

Net Deferred Income Tax Asset (Liability)

 

$ 1,057

 

 

$ (1,661

)

 

The net deferred income tax asset (liability) for the following jurisdictions is reflected in the Consolidated Balance Sheet as follows:

 

As at December 31

 

2015

 

 

2014 (1)

 

 

 

 

 

 

 

 

Deferred Income Tax Assets

 

 

 

 

 

 

Canada

 

$    411

 

 

$     178

 

United States

 

670

 

 

28

 

 

 

1,081

 

 

206

 

 

 

 

 

 

 

 

Deferred Income Tax Liabilities

 

 

 

 

 

 

Canada

 

(24

)

 

(22

)

United States

 

-

 

 

(1,845

)

 

 

(24

)

 

(1,867

)

Net Deferred Income Tax Asset (Liability)

 

$ 1,057

 

 

$ (1,661

)

 

(1)  2014 has been restated due to the early adoption of ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, as described in Note 1.

 

Tax pools, loss carryforwards, charitable donations and tax credits that can be utilized in future years are as follows:

 

As at December 31

 

2015

 

 

Expiration
Date

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

Tax pools

 

$ 1,458

 

 

Indefinite

 

Net capital losses

 

129

 

 

Indefinite

 

Non-capital losses

 

84

 

 

2027 – 2035

 

Charitable donations

 

1

 

 

2020

 

United States

 

 

 

 

 

 

Tax basis

 

$ 5,195

 

 

Indefinite

 

Non-capital losses (Federal)

 

2,659

 

 

2031 – 2035

 

Interest and other deferred deductions

 

619

 

 

Indefinite

 

Charitable donations

 

10

 

 

2018 – 2019

 

Alternative minimum tax credits

 

10

 

 

Indefinite

 

Foreign tax credits (net of valuation allowance)

 

186

 

 

2021 – 2025

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

24

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

As at December 31, 2015, approximately $2.2 billion of Encana’s unremitted earnings from its foreign subsidiaries were considered to be permanently reinvested outside of Canada and, accordingly, Encana has not recognized a deferred tax liability for Canadian income taxes in respect of such earnings.  If such earnings were to be remitted to Canada, Encana may be subject to Canadian income taxes and foreign withholding taxes.  However, determination of any potential amount of unrecognized deferred income tax liabilities is not practicable.

 

The following table presents changes in the balance of Encana’s unrecognized tax benefits excluding interest:

 

For the years ended December 31

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Balance, Beginning of Year

 

$ (382

)

 

$ (119

)

Additions for tax positions taken in the current year

 

-

 

 

(289

)

Additions for tax positions of prior years

 

(6

)

 

(1

)

Reductions for tax positions of prior years

 

1

 

 

2

 

Lapse of statute of limitations

 

4

 

 

-

 

Settlements

 

5

 

 

2

 

Foreign currency translation

 

61

 

 

23

 

Balance, End of Year

 

$ (317

)

 

$ (382

)

 

The unrecognized tax benefit is reflected in the Consolidated Balance Sheet as follows:

 

For the years ended December 31

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Income tax receivable

 

$   (61

)

 

$    (36

)

Other liabilities and provisions (See Note 14)

 

(189

)

 

(279

)

Deferred income tax asset (1)

 

(67

)

 

(67

)

Balance, End of Year

 

$ (317

)

 

$ (382

)

 

(1)  The 2014 deferred income tax asset balance has been restated due to the early adoption of ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, as described in Note 1.

 

If recognized, all of Encana’s unrecognized tax benefits as at December 31, 2015 would affect Encana’s effective income tax rate.  Encana does not anticipate that the amount of unrecognized tax benefits will significantly change during the next 12 months.

 

Encana recognizes interest accrued in respect of unrecognized tax benefits in interest expense.  During 2015, Encana recognized $2 million (2014 – expense of $1 million; 2013 – recovery of $6 million) in interest expense.  As at December 31, 2015, Encana had a liability of $3 million (2014 – $2 million) for interest accrued in respect of unrecognized tax benefits.

 

Included below is a summary of the tax years, by jurisdiction, that remain subject to examination by the taxation authorities.

 

Jurisdiction

 

Taxation Year

 

 

 

 

 

Canada - Federal

 

2006 – 2015

 

Canada - Provincial

 

2006 – 2015

 

United States - Federal

 

2011 – 2015

 

United States - State

 

2010 – 2015

 

Other

 

2015

 

 

Encana and its subsidiaries file income tax returns primarily in Canada and the United States.  Issues in dispute for audited years and audits for subsequent years are ongoing and in various stages of completion.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

25

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

8.         Accounts Receivable and Accrued Revenues

 

As at December 31

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Trade Receivables and Accrued Revenue

 

$ 606

 

 

$ 1,223

 

Prepaids

 

25

 

 

60

 

Deposits and Other

 

18

 

 

30

 

 

 

649

 

 

1,313

 

Allowance for Doubtful Accounts

 

(4

)

 

(6

)

 

 

$ 645

 

 

$ 1,307

 

 

Trade receivables are non-interest bearing.  In determining the recoverability of trade receivables, the Company considers the age of the outstanding receivable and the credit worthiness of the counterparties.  See Note 24 for further information about credit risk.

 

 

9.         Property, Plant and Equipment, Net

 

As at December 31

 

2015

 

2014

 

 

Cost

 

Accumulated
DD&A
(1)

 

Net

 

 

Cost

 

Accumulated
DD&A
(1)

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved properties

 

$ 14,866

 

$ (14,170

)

$   696

 

 

$ 18,271

 

$ (16,566

)

$   1,705

 

Unproved properties

 

334

 

-

 

334

 

 

478

 

-

 

478

 

Other

 

70

 

-

 

70

 

 

155

 

-

 

155

 

 

 

15,270

 

(14,170

)

1,100

 

 

18,904

 

(16,566

)

2,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USA Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved properties

 

25,723

 

(23,822

)

1,901

 

 

24,279

 

(16,260

)

8,019

 

Unproved properties

 

5,282

 

-

 

5,282

 

 

5,655

 

-

 

5,655

 

Other

 

66

 

-

 

66

 

 

143

 

-

 

143

 

 

 

31,071

 

(23,822

)

7,249

 

 

30,077

 

(16,260

)

13,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Optimization

 

5

 

(4

)

1

 

 

8

 

(7

)

1

 

Corporate & Other

 

2,098

 

(591

)

1,507

 

 

2,470

 

(611

)

1,859

 

 

 

$ 48,444

 

$ (38,587

)

$ 9,857

 

 

$ 51,459

 

$ (33,444

)

$ 18,015

 

(1)   Depreciation, depletion and amortization.

 

Canadian Operations and USA Operations property, plant and equipment include internal costs directly related to exploration, development and construction activities of $217 million which have been capitalized during the year ended December 31, 2015 (2014 – $306 million).  Included in Corporate and Other are $58 million (2014 – $65 million) of international property costs, which have been fully impaired.

 

For the year ended December 31, 2015, the Company recognized before-tax ceiling test impairments of $6,473 million (2014 – nil; 2013 – nil) in the U.S. cost centre, which are included within accumulated DD&A in the table above.  The impairments resulted primarily from the decline in the 12-month average trailing commodity prices which reduced proved reserves volumes and values.  There were no ceiling test impairments in the Canadian cost centre for the year ended December 31, 2015 (2014 – nil; 2013 - nil).

 

The 12-month average trailing prices used in the ceiling test calculations reflect benchmark prices adjusted for basis differentials to determine local reference prices, transportation costs and tariffs, heat content and quality.  The benchmark prices are disclosed in Note 27.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

26

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

Capital Lease Arrangements

 

The Company has several lease arrangements that are accounted for as capital leases, including an office building, equipment and an offshore production platform.

 

In December 2013, Encana commenced commercial operations at its Deep Panuke facility located offshore Nova Scotia at which time the Company recorded a capital lease asset and a corresponding capital lease obligation related to the Production Field Centre (“PFC”).  Variable interests related to the PFC are described in Note 19.

 

As at December 31, 2015, the total carrying value of assets under capital lease was $376 million (2014 – $547 million), net of accumulated amortization of $310 million (2014 – $225 million).  Liabilities for the capital lease arrangements are included in other liabilities and provisions in the Consolidated Balance Sheet and are disclosed in Note 14.

 

Other Arrangement

 

As at December 31, 2015, Corporate and Other property, plant and equipment and total assets include a carrying value of $1,179 million (2014 – $1,431 million) related to The Bow office building, which is under a 25-year lease agreement.  The Bow asset is being depreciated over the 60-year estimated life of the building.  At the conclusion of the 25-year term, the remaining asset and corresponding liability are expected to be derecognized as disclosed in Note 14.

 

 

10.       Other Assets

 

As at December 31

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Long-Term Investments

 

$   161

 

 

$    163

 

Long-Term Receivables

 

70

 

 

136

 

Debt Issuance Costs (See Note 1)

 

30

 

 

39

 

Deferred Charges

 

11

 

 

9

 

Other

 

24

 

 

47

 

 

 

$   296

 

 

$    394

 

 

 

11.       Goodwill

 

As at December 31

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Canada

 

$    661

 

 

$    788

 

United States

 

2,129

 

 

2,129

 

 

 

$ 2,790

 

 

$ 2,917

 

 

There were no additions or dispositions of goodwill during 2015.  The change in the Canada goodwill balance reflects the movements due to foreign currency translation.

 

During 2014, the Company recognized goodwill of $1,724 million in conjunction with the Athlon acquisition in the United States as described in Note 3.  In Canada, the Company allocated goodwill of $257 million to the Bighorn divestiture and derecognized $39 million upon the divestiture of Encana’s investment in PrairieSky as described in Notes 4 and 18.  In the United States, the Company allocated goodwill of $68 million to the Jonah divestiture as described in Note 4.

 

Goodwill was assessed for impairment as at December 31, 2015 and December 31, 2014.  The fair values of the Canada and United States reporting units were determined to be greater than the respective carrying values of the reporting units.  Accordingly, no goodwill impairments were recognized.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

27

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

12.       Accounts Payable and Accrued Liabilities

 

 

As at December 31

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Trade Payables

 

$    254

 

 

$    396

 

Capital Accruals

 

257

 

 

729

 

Royalty and Production Accruals

 

345

 

 

527

 

Other Accruals

 

280

 

 

385

 

Interest Payable

 

80

 

 

100

 

Outstanding Disbursements

 

-

 

 

4

 

Current Portion of Capital Lease Obligations (See Note 14)

 

54

 

 

59

 

Current Portion of Asset Retirement Obligation (See Note 15)

 

41

 

 

43

 

 

 

$ 1,311

 

 

$ 2,243

 

 

Payables and accruals are non-interest bearing.  Interest payable represents amounts accrued related to Encana’s unsecured notes as disclosed in Note 13.

 

 

13.       Long-Term Debt

 

 

As at December 31

 

Note

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

Canadian Dollar Denominated Debt

 

 

 

 

 

 

 

 

 

Canadian Unsecured Notes:

 

B

 

 

 

 

 

 

 

5.80% due January 18, 2018

 

 

 

 

$          -

 

 

$    647

 

 

 

 

 

 

-

 

 

647

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar Denominated Debt

 

 

 

 

 

 

 

 

 

Revolving credit and term loan borrowings

 

A

 

 

650

 

 

1,277

 

U.S. Unsecured Notes:

 

B

 

 

 

 

 

 

 

5.90% due December 1, 2017

 

 

 

 

-

 

 

700

 

6.50% due May 15, 2019

 

 

 

 

500

 

 

500

 

3.90% due November 15, 2021

 

 

 

 

600

 

 

600

 

8.125% due September 15, 2030

 

 

 

 

300

 

 

300

 

7.20% due November 1, 2031

 

 

 

 

350

 

 

350

 

7.375% due November 1, 2031

 

 

 

 

500

 

 

500

 

6.50% due August 15, 2034

 

 

 

 

750

 

 

750

 

6.625% due August 15, 2037

 

 

 

 

500

 

 

500

 

6.50% due February 1, 2038

 

 

 

 

800

 

 

800

 

5.15% due November 15, 2041

 

 

 

 

400

 

 

400

 

 

 

 

 

 

5,350

 

 

6,677

 

Total Principal

 

F

 

 

5,350

 

 

7,324

 

 

 

 

 

 

 

 

 

 

 

Increase in Value of Debt Acquired

 

C

 

 

27

 

 

34

 

Debt Discounts

 

D

 

 

(14

)

 

(18

)

Current Portion of Long-Term Debt

 

E

 

 

-

 

 

-

 

 

 

 

 

 

$ 5,363

 

 

$ 7,340

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

28

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

A)                    REVOLVING CREDIT AND TERM LOAN BORROWINGS

 

U.S. Dollar Denominated Revolving Credit and Term Loan Borrowings

 

At December 31, 2015, Encana had in place committed revolving bank credit facilities totaling $4.5 billion which included $3.0 billion on a revolving bank credit facility for Encana and $1.5 billion on a revolving bank credit facility for a U.S. subsidiary.  The facilities are extendible from time to time, but not more than once per year, for a period not longer than five years plus 90 days from the date of the extension request, at the option of the lenders and upon notice from Encana.  The facilities mature in July 2020, and are fully revolving up to maturity.  Encana is subject to certain financial covenants in its credit facility agreements and is in compliance with all financial covenants as at December 31, 2015.

 

The Encana facility is unsecured and bears interest at the lenders’ rates for Canadian prime, U.S. base rate, Bankers’ Acceptances or LIBOR, plus applicable margins.  As at December 31, 2015, the Company had borrowed LIBOR loans of $210 million maturing at various dates with a weighted average interest rate of 1.87 percent.  The Encana facility also backstopped commercial paper of $440 million maturing at various dates with a weighted average interest rate of 1.13 percent. These amounts are fully supported and Management expects that they will continue to be supported by revolving credit facilities that have no repayment requirements within the next year.  Of the $3.0 billion revolving bank credit facility, $2,350 million remained unused.

 

The U.S. subsidiary facility, which remained unused as at December 31, 2015, bears interest at either the lenders’ U.S. base rate or LIBOR, plus applicable margins.

 

Standby fees paid in 2015 relating to revolving credit and term loan agreements were approximately $11 million (2014 – $12 million; 2013 – $14 million).

 

B)                    UNSECURED NOTES

 

Shelf Prospectus

 

In 2014, Encana filed a short form base shelf prospectus, whereby the Company may issue from time to time up to $6.0 billion, or the equivalent in foreign currencies, of debt securities, common shares, preferred shares, subscription receipts, warrants and units in Canada and/or the U.S.  During March 2015, the Company filed a prospectus supplement to the base shelf prospectus for the issuance of common shares as described in Note 16.  At December 31, 2015, $4.9 billion remained accessible under the shelf prospectus, the availability of which is dependent upon market conditions.  The shelf prospectus expires in July 2016.

 

U.S. and Canadian Unsecured Notes

 

Unsecured notes include medium-term notes and senior notes that are issued from time to time under trust indentures and have equal priority with respect to the payment of both principal and interest.

 

On March 5, 2015, Encana provided notice to noteholders that it would redeem the Company’s $700 million 5.90 percent notes due December 1, 2017 and C$750 million 5.80 percent medium-term notes due January 18, 2018. On April 6, 2015, the Company used net proceeds from the common shares issued, as disclosed in Note 16, and cash on hand to complete the note redemptions.  In conjunction with the early note redemptions, the Company incurred a one-time interest payment of approximately $165 million as discussed in Note 5.

 

On February 28, 2014, Encana announced a cash tender offer and consent solicitation for any and all of the Company’s outstanding $1,000 million 5.80 percent notes due May 1, 2014.  The Company paid $1,004.59 for each $1,000 principal amount of the notes plus accrued and unpaid interest up to, but not including, the settlement date and a consent payment equal to $2.50 per $1,000 principal amount of the notes.

 

On March 28, 2014, the tender offer and consent solicitation expired and on March 31, 2014, Encana paid the consenting noteholders an aggregate of approximately $792 million in cash reflecting a $768 million principal debt repayment, $2 million for the consent payment and $22 million of accrued and unpaid interest.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

29

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

On April 28, 2014, pursuant to the Notice of Redemption issued on March 28, 2014, the Company redeemed the remaining principal amount of the 5.80 percent notes not tendered in the tender offer.  Encana paid approximately $239 million in cash reflecting a $232 million principal debt repayment and $7 million of accrued and unpaid interest.

 

On December 16, 2014, Encana completed the redemption of the $500 million 7.375 percent senior notes due April 15, 2021 and the $650 million 6.00 percent senior notes due May 1, 2022, which were assumed by Encana in conjunction with the Athlon acquisition as discussed in Note 3.  The Company recognized a one-time outlay of approximately $125 million as a result of the early redemption as discussed in Note 5.  Encana used proceeds from the Company’s revolving credit facility of $1,277 million to redeem the senior notes.

 

C)                    INCREASE IN VALUE OF DEBT ACQUIRED

 

Certain of the notes and debentures of the Company were acquired in business combinations and were accounted for at their fair value at the dates of acquisition.  The difference between the fair value and the principal amount of the debt is being amortized over the remaining life of the outstanding debt acquired, which is approximately 15 years.

 

In conjunction with the Athlon acquisition in 2014, the Company recorded an increase in the fair value of the debt acquired of approximately $12 million, which was expensed upon redemption of the senior notes and is included in other expenses in the Company’s Consolidated Statement of Earnings.

 

D)                    DEBT DISCOUNTS

 

Long-term debt premiums and discounts are capitalized within long-term debt and are being amortized using the effective interest method.  During 2015 and 2014, no debt discounts were capitalized.

 

E)                     CURRENT PORTION OF LONG-TERM DEBT

 

As at December 31, 2015 and 2014, there was no current portion of long-term debt.

 

F)                      MANDATORY DEBT PAYMENTS

 

 

 

Principal

 

As at December 31

 

Amount

 

 

 

 

 

2016

 

$        -

 

2017

 

-

 

2018

 

-

 

2019

 

500

 

2020

 

650

 

Thereafter

 

4,200

 

Total

 

$ 5,350

 

 

The revolving credit facilities are fully revolving for a period of up to five years.  Based on the current maturity dates of the credit facilities, the payments are included in 2020.

 

As at December 31, 2015, total long-term debt had a carrying value of $5,363 million and a fair value of $4,630 million (2014 – carrying value of $7,340 million and a fair value of $7,788 million).  The estimated fair value of long-term borrowings is categorized within Level 2 of the fair value hierarchy and has been determined based on market information, or by discounting future payments of interest and principal at interest rates expected to be available to the Company at period end.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

30

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

14.                         Other Liabilities and Provisions

 

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

The Bow Office Building (See Note 9)

 

$ 1,238

 

$ 1,486

 

Capital Lease Obligations (See Note 9)

 

353

 

473

 

Unrecognized Tax Benefits (See Note 7)

 

189

 

279

 

Pensions and Other Post-Employment Benefits

 

115

 

144

 

Long-Term Incentives (See Note 21)

 

23

 

70

 

Other Derivative Contracts (See Notes 23, 24)

 

23

 

-

 

Other

 

34

 

32

 

 

 

$ 1,975

 

$ 2,484

 

 

The Bow Office Building

 

As described in Note 9, Encana has recognized the accumulated costs for The Bow office building, which is under a 25-year lease agreement.  At the conclusion of the 25-year term, the remaining asset and corresponding liability are expected to be derecognized.  Encana has also subleased part of The Bow office space to a subsidiary of Cenovus Energy Inc. (“Cenovus”).  The total undiscounted future payments related to the lease agreement and the total undiscounted future amounts expected to be recovered from the Cenovus sublease are outlined below.

 

(undiscounted)

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected Future Lease Payments

 

$  68

 

$  68

 

$  69

 

$  69

 

$  70

 

$ 1,315

 

$  1,659

 

Sublease Recoveries

 

$ (34

)

$ (34

)

$ (34

)

$ (34

)

$ (34

)

$   (646

)

$   (816

)

 

Capital Lease Obligations

 

As described in Note 9, the Company has several lease arrangements that are accounted for as capital leases, including an office building, equipment and the PFC.  Variable interests related to the PFC are described in Note 19.

 

The total expected future lease payments related to the Company’s capital lease obligations are outlined below.

 

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected Future Lease Payments

 

$  98

 

$  99

 

$  99

 

$  99

 

$  99

 

$ 133

 

$ 627

 

Less Amounts Representing Interest

 

44

 

42

 

38

 

34

 

31

 

31

 

220

 

Present Value of Expected

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future Lease Payments

 

$  54

 

$  57

 

$  61

 

$  65

 

$  68

 

$ 102

 

$ 407

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

31

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

15.                         Asset Retirement Obligation

 

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

Asset Retirement Obligation, Beginning of Year

 

$ 913

 

$  966

 

Liabilities Incurred and Acquired

 

19

 

85

 

Liabilities Settled and Divested

 

(217

)

(188

)

Change in Estimated Future Cash Outflows

 

115

 

35

 

Accretion Expense

 

45

 

52

 

Foreign Currency Translation

 

(61

)

(37

)

Asset Retirement Obligation, End of Year

 

$ 814

 

$  913

 

 

 

 

 

 

 

Current Portion (See Note 12)

 

$   41

 

   43

 

Long-Term Portion

 

773

 

870

 

 

 

$ 814

 

$  913

 

 

 

16.                         Share Capital

 

AUTHORIZED

 

The Company is authorized to issue an unlimited number of no par value common shares and Class A Preferred Shares limited to a number equal to not more than 20 percent of the issued and outstanding number of common shares at the time of issuance.

 

ISSUED AND OUTSTANDING

 

As at December 31

 

2015

2014

 

 

Number
(millions)

 

Amount

 

Number
(millions)

 

Amount

 

 

 

 

 

 

 

 

 

 

 

Common Shares Outstanding, Beginning of Year

 

741.2

 

$ 2,450

 

740.9

 

$ 2,445

 

Common Shares Issued

 

98.4

 

1,098

 

-

 

-

 

Common Shares Issued under Dividend Reinvestment Plan

 

10.2

 

73

 

0.3

 

5

 

Common Shares Outstanding, End of Year

 

849.8

 

$ 3,621

 

741.2

 

$ 2,450

 

 

On March 5, 2015, Encana filed a prospectus supplement (the “Share Offering”) to the Company’s base shelf prospectus for the issuance of 85,616,500 common shares and granted an over-allotment option for up to an additional 12,842,475 common shares at a price of C$14.60 per common share, pursuant to an underwriting agreement.  The aggregate gross proceeds from the Share Offering were approximately C$1.44 billion ($1.13 billion).  After deducting underwriter’s fees and costs of the Share Offering, the net proceeds received were approximately C$1.39 billion ($1.09 billion).

 

During the year ended December 31, 2015, Encana issued 10,246,221 common shares totaling $73 million under the Company’s dividend reinvestment plan (“DRIP”).  During the year ended December 31, 2014, Encana issued 240,839 common shares totaling $5 million under the DRIP.

 

DIVIDENDS

 

For the year ended December 31, 2015, Encana paid dividends of $0.28 per common share totaling $225 million (2014 – $0.28 per common share totaling $207 million; 2013 – $0.67 per common share totaling $494 million).  The Company’s quarterly dividend payment in 2015 and 2014 was $0.07 per common share.  The quarterly dividend payment in 2013 was $0.20 per common share for the first three quarters and $0.07 per common share for the fourth quarter.  Common shares issued as part of the Share Offering as described above were not eligible to receive the dividend paid on March 31, 2015.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

32

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

For the year ended December 31, 2015, the dividends paid included $73 million in common shares as disclosed above, which were issued in lieu of cash dividends under the DRIP (2014 – $5 million; 2013 – $93 million).

 

On February 23, 2016, the Board declared a dividend of $0.015 per common share payable on March 31, 2016 to common shareholders of record as of March 15, 2016.

 

EARNINGS PER COMMON SHARE

 

The following table presents the computation of net earnings per common share:

 

For the years ended December 31 (millions, except per share amounts)

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) Attributable to Common Shareholders

 

$ (5,165

)

$ 3,392

 

$    236

 

 

 

 

 

 

 

 

 

Number of Common Shares:

 

 

 

 

 

 

 

Weighted average common shares outstanding - Basic

 

822.1

 

741.0

 

737.7

 

Effect of dilutive securities

 

-

 

-

 

-

 

Weighted average common shares outstanding - Diluted

 

822.1

 

741.0

 

737.7

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) per Common Share

 

 

 

 

 

 

 

Basic

 

$  (6.28

)

$   4.58

 

$   0.32

 

Diluted

 

$  (6.28

)

$   4.58

 

$   0.32

 

 

ENCANA STOCK OPTION PLAN

 

Encana has share-based compensation plans that allow employees to purchase common shares of the Company.  Option exercise prices are not less than the market value of the common shares on the date the options are granted.  Options granted are exercisable at 30 percent of the number granted after one year, an additional 30 percent of the number granted after two years, are fully exercisable after three years and expire five years after the date granted.  Commencing in March 2015, options granted expire seven years after the date granted.

 

All options outstanding as at December 31, 2015 have associated Tandem Stock Appreciation Rights (“TSARs”) attached.  In lieu of exercising the option, the associated TSARs give the option holder the right to receive a cash payment equal to the excess of the market price of Encana’s common shares at the time of the exercise over the original grant price.  In addition, certain stock options granted are performance-based.  The Performance TSARs vest and expire under the same terms and conditions as the underlying option.  Vesting is also subject to Encana attaining prescribed performance relative to predetermined key measures.  Historically, most holders of options with TSARs have elected to exercise their stock options as a Stock Appreciation Right (“SAR”) in exchange for a cash payment.  As a result, Encana does not consider outstanding TSARs to be potentially dilutive securities.  See Note 21 for further information on Encana’s outstanding and exercisable TSARs and Performance TSARs.

 

At December 31, 2015, there were 30.3 million common shares reserved for issuance under stock option plans (2014 – 27.3 million; 2013 – 19.1 million).

 

ENCANA RESTRICTED SHARE UNITS (“RSUs”)

 

Encana has a share-based compensation plan whereby eligible employees are granted RSUs.  An RSU is a conditional grant to receive an Encana common share, or the cash equivalent, as determined by Encana, upon vesting of the RSUs and in accordance with the terms of the RSU Plan and Grant Agreement.  The value of one RSU is notionally equivalent to one Encana common share.  RSUs vest three years from the date granted, provided the employee remains actively employed with Encana on the vesting date.  The Company intends to settle vested RSUs in cash on the vesting date.  As a result, Encana does not consider RSUs to be potentially dilutive securities.  See Note 21 for further information on Encana’s outstanding RSUs.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

33

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

17.       Accumulated Other Comprehensive Income

 

For the years ended December 31

 

2015

 

2014

 

 

 

 

 

 

 

Foreign Currency Translation Adjustment

 

 

 

 

 

Balance, Beginning of Year

 

$    715

 

$ 693

 

Change in Foreign Currency Translation Adjustment

 

668

 

22

 

Balance, End of Year

 

$ 1,383

 

$ 715

 

 

 

 

 

 

 

Pension and Other Post-Employment Benefit Plans

 

 

 

 

 

Balance, Beginning of Year

 

$    (26

)

   (9

)

Net Actuarial Gains and (Losses) and Plan Amendment (See Note 22)

 

46

 

(22

)

Income Taxes

 

(15

)

7

 

Reclassification of Net Actuarial (Gains) and Losses to Net Earnings (See Note 22)

 

2

 

(1

)

Income Taxes

 

-

 

-

 

Reclassification of Net Prior Service Costs and (Credits) to Net Earnings (See Note 22)

 

-

 

(1

)

Income Taxes

 

-

 

-

 

Balance, End of Year

 

$        7

 

$  (26

)

Total Accumulated Other Comprehensive Income

 

$ 1,390

 

$ 689

 

 

 

18.       Noncontrolling Interest

 

Initial Public Offering of Common Shares of PrairieSky

 

On May 29, 2014, Encana completed an initial public offering (“IPO”) of 52.0 million common shares of PrairieSky at a price of C$28.00 per common share for gross proceeds of approximately C$1.46 billion.  On June 3, 2014, the over-allotment option granted to the underwriters to purchase up to an additional 7.8 million common shares was exercised in full for gross proceeds of approximately C$218.4 million.  Encana received aggregate gross proceeds from the IPO of approximately C$1.67 billion ($1.54 billion). Subsequent to the IPO, Encana owned 70.2 million common shares of PrairieSky, representing a 54 percent ownership interest.  Accordingly, Encana consolidated 100 percent of the financial position and results of operations of PrairieSky and recognized a noncontrolling interest for the third party ownership.

 

The noncontrolling interest in the former consolidated subsidiary, PrairieSky, was reflected as a separate component in the Consolidated Statement of Changes in Shareholders’ Equity for the year ended December 31, 2014.  Encana recorded $117 million of the proceeds from the IPO as a noncontrolling interest and the remainder of the proceeds of $1,427 million, less transaction costs of $82 million, was recognized as paid in surplus as at December 31, 2014.

 

Secondary Public Offering of Common Shares of PrairieSky

 

On September 26, 2014, Encana completed the secondary offering of 70.2 million common shares of PrairieSky at a price of C$36.50 per common share, for aggregate gross proceeds to Encana of approximately C$2.6 billion.  Following the completion of the secondary offering, Encana no longer held an interest in PrairieSky.  As discussed in Note 4, the PrairieSky divestiture resulted in a significant alteration between capitalized costs and proved reserves in the Canadian cost centre.  Accordingly, Encana recognized a gain on the divestiture of approximately $2,094 million, which is included in (gain) loss on divestitures in the Company’s Consolidated Statement of Earnings.  In conjunction with the divestiture, Encana derecognized the carrying amount of the net assets of $258 million, including goodwill of $39 million, and the noncontrolling interest of $133 million.

 

Distributions to Noncontrolling Interest Owners

 

During the period from May 29, 2014 to September 25, 2014, PrairieSky paid dividends of C$0.3174 per common share totaling $38 million, of which $18 million was attributable to the noncontrolling interest as presented in the Consolidated Statement of Changes in Shareholders’ Equity and Consolidated Statement of Cash Flows.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

34

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

Net Earnings Attributable to Noncontrolling Interest

 

During the period from May 29, 2014 to September 25, 2014, the Company held a controlling interest in PrairieSky.  Accordingly, Encana consolidated 100 percent of the financial position and results of operations of PrairieSky and recognized a noncontrolling interest for the third party ownership.  For the year ended December 31, 2014, net earnings and comprehensive income of $34 million were attributable to the noncontrolling interest as presented in the Consolidated Statement of Earnings and Consolidated Statement of Comprehensive Income.

 

 

19.       Variable Interest Entities

 

Production Field Centre

 

In 2008, Encana entered into a contract for the design, construction and operation of the PFC at its Deep Panuke facility.  Upon commencement of operations in December 2013, Encana recognized the PFC as a capital lease asset as described in Note 9.  Under the lease contract, Encana has a purchase option and the option to extend the lease for 12 one-year terms at fixed prices after the initial lease term expires in 2021.

 

As a result of the purchase option and fixed price renewal options, Encana has determined it holds variable interests and that the related leasing entity qualifies as a variable interest entity (“VIE”).  Encana is not the primary beneficiary of the VIE as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance.  Encana is not required to provide any financial support or guarantees to the leasing entity or its affiliates, other than the contractual payments under the lease and operating agreements. Encana’s maximum exposure is the expected lease payments over the initial contract term.  As at December 31, 2015, Encana had a capital lease obligation of $340 million (2014 – $462 million) related to the PFC.

 

Veresen Midstream Limited Partnership

 

On March 31, 2015, Encana, along with the Cutbank Ridge Partnership (“CRP”), entered into natural gas gathering and compression agreements with Veresen Midstream Limited Partnership (“VMLP”), under an initial term of 30 years with two potential five-year renewal terms.  As part of the agreement, VMLP agreed to undertake future expansion of midstream services if required by Encana and the CRP in support of the anticipated future development of the Montney play.  In addition, VMLP provides to Encana and the CRP natural gas gathering and processing under agreements that were contributed to VMLP by its partner Veresen Inc., and have remaining terms of 17 years and up to a potential maximum of 10 one-year renewal terms.

 

Encana has determined that VMLP is a VIE and that Encana holds variable interests in VMLP.  Encana is not the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact VMLP’s economic performance.  These key activities relate to the construction, operation, maintenance and marketing of the assets owned by VMLP.  The variable interests arise from certain terms under the long-term service agreements which include: i) a take or pay for volumes committed to certain gathering and processing assets; ii) an operating fee of which a portion can be converted into a fixed fee once VMLP assumes operatorship of certain compression assets; and iii) a potential payout of minimum costs associated with certain gathering and compression assets.  The potential payout of minimum costs will be assessed in the eighth year of the assets’ service period and is based on whether there is an overall shortfall of total system cash flows from natural gas gathered and compressed under certain service agreements.  The potential payout amount can be reduced in the event VMLP markets unutilized capacity to third party users.  Encana is not required to provide any financial support or guarantees to VMLP.

 

As a result of Encana’s involvement with VMLP, the maximum total exposure, which represents the potential exposure to Encana in the event the assets under the agreements are deemed worthless, is estimated to be $1,195 million as at December 31, 2015.  The estimate comprises the take or pay volume commitments and the potential payout of minimum costs.  The take or pay volume commitments associated with certain gathering and processing assets are included in Note 26 under Transportation and Processing.  The potential payout requirement is highly uncertain as the amount is contingent on future production estimates, pace of development and the amount of capacity contracted to third parties.  As at December 31, 2015, there were no accounts payable and accrued liabilities outstanding related to the take or pay commitment.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

35

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

20.       Restructuring Charges

 

In November 2013, Encana announced its plans to align the organizational structure in support of the Company’s strategy.  Since the announcement, total restructuring charges primarily related to severance costs of $126 million, before tax, have been incurred, of which $4 million remained accrued as at December 31, 2015.  For the year ended December 31, 2015, $2 million in restructuring charges were incurred (2014 – $36 million).

 

During the second quarter of 2015, Encana revised its plans to align the organizational structure in continued support of the Company’s strategy.  During 2015, transition and severance costs of $62 million, before tax, were incurred, of which $9 million remained accrued as at December 31, 2015.

 

The remaining amounts accrued as noted above will be paid in early 2016.  Restructuring charges are included in administrative expense in the Consolidated Statement of Earnings.

 

 

21.       Compensation Plans

 

Encana has a number of compensation arrangements under which the Company awards various types of long-term incentive grants to eligible employees.  They include TSARs, Performance TSARs, SARs, Performance Share Units (“PSUs”), Deferred Share Units (“DSUs”) and RSUs.  These compensation arrangements are share-based.

 

Encana accounts for TSARs, Performance TSARs, SARs, PSUs, and RSUs held by employees as cash-settled share-based payment transactions and, accordingly, accrues compensation costs over the vesting period based on the fair value of the rights determined using the Black-Scholes-Merton and other fair value models.  TSARs and SARs granted vest and are exercisable at 30 percent of the number granted after one year, an additional 30 percent of the number granted after two years, are fully exercisable after three years and expire five years after the date granted.  Commencing in March 2015, TSARs and SARs granted expire seven years after the date granted.  Performance TSARs vest over a four-year period based on prescribed performance targets and expire if not eligible to vest after that time.  PSUs and RSUs vest three years from the date of grant, provided the employee remains actively employed with Encana on the vesting date.

 

The following weighted average assumptions were used to determine the fair value of the share units held by employees:

 

As at December 31, 2015

 

US$ Share Units

 

C$ Share Units

 

 

 

 

 

Risk Free Interest Rate

 

0.48%

 

0.48%

Dividend Yield

 

1.18%

 

1.09%

Expected Volatility Rate

 

39.16%

 

36.45%

Expected Term

 

1.4 yrs

 

1.5 yrs

Market Share Price

 

US$5.09

 

C$7.03

 

As at December 31, 2014

 

US$ Share Units

 

C$ Share Units

 

 

 

 

 

Risk Free Interest Rate

 

1.01%

 

1.01%

Dividend Yield

 

2.02%

 

1.91%

Expected Volatility Rate

 

30.66%

 

29.11%

Expected Term

 

1.5 yrs

 

1.7 yrs

Market Share Price

 

US$13.87

 

C$16.17

 

Volatility was estimated using historical rates.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

36

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The Company has recognized the following share-based compensation costs:

 

For the years ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Compensation Costs of Transactions Classified as Cash-Settled

 

$ (29

)

$ 25

 

$ 63

 

Compensation Costs of Transactions Classified as Equity-Settled (1)

 

-

 

(2

)

3

 

Total Share-Based Compensation Costs

 

(29

)

23

 

66

 

Less: Total Share-Based Compensation Costs Capitalized

 

10

 

(6

)

(22

)

Total Share-Based Compensation Expense

 

$ (19

)

$ 17

 

$ 44

 

 

 

 

 

 

 

 

 

Recognized on the Consolidated Statement of Earnings in:

 

 

 

 

 

 

 

Operating expense

 

$   (7

)

$ 12

 

$ 18

 

Administrative expense

 

(12

)

5

 

26

 

 

 

$ (19

)

$ 17

 

$ 44

 

 

(1)   RSUs may be settled in cash or equity as determined by Encana.  The Company’s decision to cash settle RSUs was made subsequent to the original grant date.

 

Included in the total share-based compensation for 2014 and 2013 are share units related to the 2009 corporate reorganization which include TSARs, Performance TSARs and SARs.  During 2014 and 2013, Encana recorded a reduction in compensation costs of $2 million and $15 million related to the Cenovus share units, respectively.  As at December 31, 2014, all remaining share units held by Cenovus employees have expired and there were no remaining obligations associated with the share plans from the 2009 corporate reorganization.

 

As at December 31, 2015, the liability for share-based payment transactions totaled $51 million (2014 – $99 million), of which $28 million (2014 – $29 million) is recognized in accounts payable and accrued liabilities and $23 million (2014 – $70 million) is recognized in other liabilities and provisions in the Consolidated Balance Sheet.

 

For the years ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Liability for Cash-Settled Share-Based Payment Transactions:

 

 

 

 

 

 

 

Unvested

 

$ 47

 

$ 78

 

$ 121

 

Vested

 

4

 

21

 

48

 

 

 

$ 51

 

$ 99

 

$ 169

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

37

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The following sections outline certain information related to Encana’s compensation plans as at December 31, 2015.

 

A)                    TANDEM STOCK APPRECIATION RIGHTS

 

All options to purchase common shares issued under the Encana Stock Option Plan have associated TSARs attached.  In lieu of exercising the option, the associated TSARs give the option holder the right to receive a cash payment equal to the excess of the market price of Encana’s common shares at the time of exercise over the original grant price.  The TSARs vest and expire under the same terms and conditions as the underlying option.

 

The following tables summarize information related to the TSARs held by employees:

 

 

As at December 31

 

2015

 

2014

(thousands of units)

 

Outstanding
TSARs

 

Weighted
Average
Exercise
Price (C$)

 

Outstanding
TSARs

 

Weighted
Average
Exercise
Price (C$)

 

 

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

20,401

 

22.30

 

22,512

 

23.11

 

Granted

 

1,934

 

14.42

 

5,271

 

20.57

 

Exercised - SARs

 

-

 

-

 

(1,443

)

19.84

 

Exercised - Options

 

-

 

-

 

(1

)

18.06

 

Forfeited

 

(2,574

)

20.89

 

(4,656

)

23.16

 

Expired

 

(2,392

)

32.63

 

(1,282

)

29.06

 

Outstanding, End of Year

 

17,369

 

20.21

 

20,401

 

22.30

 

Exercisable, End of Year

 

9,981

 

21.71

 

9,951

 

25.40

 

 

As at December 31, 2015

 

Outstanding TSARs

 

Exercisable TSARs

Range of Exercise Price (C$)

 

Number
of TSARs
(thousands

of units)

 

Weighted
Average
Remaining
Contractual
Life (years)

 

Weighted
Average
Exercise
Price (C$)

 

Number
of TSARs
(thousands

of units)

 

Weighted
Average
Exercise
Price (C$)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.00 to 19.99

 

8,015

 

3.06

 

17.25

 

3,606

 

18.10

 

20.00 to 29.99

 

7,659

 

2.15

 

20.90

 

4,680

 

21.09

 

30.00 to 39.99

 

1,695

 

0.14

 

31.08

 

1,695

 

31.08

 

 

 

17,369

 

2.37

 

20.21

 

9,981

 

21.71

 

 

During the year, Encana recorded a reduction in compensation costs of $12 million related to the TSARs (2014 – reduction of compensation costs of $15 million; 2013 – compensation costs of $21 million).

 

As at December 31, 2015, there was approximately $1 million of total unrecognized compensation costs (2014 – $5 million) related to unvested TSARs held by employees.  The costs are expected to be recognized over a weighted average period of 1.5 years.

 

B)                    PERFORMANCE TANDEM STOCK APPRECIATION RIGHTS

 

In 2013, Encana granted Performance TSARs to the President & Chief Executive Officer.  The Performance TSARs vest and expire over the same terms and conditions as the underlying option. Under this 2013 grant, vesting is also subject to Encana achieving prescribed performance targets over a four-year period based on Encana’s share price performance.  Performance TSARs that do not vest when eligible are forfeited and cancelled.  As at December 31, 2015, there were 934,830 outstanding (exercisable – nil) Performance TSARs under this grant with a weighted average exercise price of C$18.00 and a weighted average remaining contractual life of 2.45 years.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

38

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

During the year, Encana recorded a reduction in compensation costs of $1 million related to the Performance TSARs (2014 – compensation costs of $1 million; 2013 – compensation costs of $1 million).

 

As at December 31, 2015, there were no unrecognized compensation costs (2014 – $1 million) related to unvested Performance TSARs.

 

C)                    STOCK APPRECIATION RIGHTS

 

Since 2010, U.S. dollar denominated SARs have been granted to eligible U.S. based employees, which entitle the employee to receive a cash payment equal to the excess of the market price of Encana’s common shares at the time of exercise over the original grant price of the right.

 

The following tables summarize information related to U.S. dollar denominated SARs held by employees:

 

As at December 31

 

2015

 

2014

 

(thousands of units)

 

Outstanding
SARs

 

Weighted
Average
Exercise
Price (US$)

 

Outstanding
SARs

 

Weighted
Average
Exercise
Price (US$)

 

 

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

12,264

 

23.04

 

14,930

 

23.79

 

Granted

 

1,444

 

12.30

 

3,139

 

19.10

 

Exercised

 

-

 

-

 

(1,095

)

19.96

 

Forfeited

 

(1,338

)

20.00

 

(4,667

)

23.49

 

Expired

 

(2,233

)

30.58

 

(43

)

26.04

 

Outstanding, End of Year

 

10,137

 

20.26

 

12,264

 

23.04

 

Exercisable, End of Year

 

6,149

 

22.49

 

7,310

 

25.97

 

 

 

As at December 31, 2015

 

Outstanding SARs

 

Exercisable SARs

 

Range of Exercise Price (US$)

 

Number
of SARs
(thousands

of units)

 

Weighted
Average
Remaining
Contractual
Life (years)

 

Weighted
Average
Exercise
Price (US$)

 

Number
of SARs
(thousands

of units)

 

Weighted
Average
Exercise
Price
 (US$)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.00 to 19.99

 

5,747

 

3.20

 

16.96

 

2,102

 

18.12

 

20.00 to 29.99

 

2,978

 

1.26

 

21.31

 

2,635

 

21.15

 

30.00 to 39.99

 

1,412

 

0.13

 

31.49

 

1,412

 

31.49

 

 

 

10,137

 

2.20

 

20.26

 

6,149

 

22.49

 

 

During the year, Encana recorded a reduction of compensation costs of $5 million related to the SARs (2014 – reduction of compensation costs of $2 million; 2013 – compensation costs of $1 million).

 

As at December 31, 2015, there were no unrecognized compensation costs (2014 – $2 million) related to unvested SARs held by employees.

 

D)                    PERFORMANCE SHARE UNITS

 

Since 2010, PSUs have been granted to eligible employees, which entitle the employee to receive, upon vesting, a cash payment equal to the value of one common share of Encana for each PSU held, depending upon the terms of the PSU Plan.  PSUs vest three years from the date granted, provided the employee remains actively employed with Encana on the vesting date.  Based on the performance assessment, up to a maximum of two times the original PSU grant may be eligible to vest in respect of the year being measured.  The respective proportion of the original PSU grant deemed eligible to vest for each year will be valued and the notional cash value deposited to a PSU account, with payout deferred to the final vesting date.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

39

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The ultimate value of the PSUs will depend upon Encana’s performance relative to predetermined corresponding performance targets measured over a three-year period.  For grants during 2010 through 2012, performance is measured relative to an internal recycle ratio as assessed by the Board on an annual basis to determine whether the performance criteria have been met.  For grants commencing in 2013, performance is measured over a three-year period relative to a specified peer group.

 

The following tables summarize information related to the PSUs:

 

(thousands of units)

 

Canadian Dollar Denominated
Outstanding PSUs

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

Unvested and Outstanding, Beginning of Year

 

1,222

 

1,134

 

Granted

 

1,438

 

457

 

Deemed Eligible to Vest

 

(36

)

(211

)

Units, in Lieu of Dividends

 

97

 

18

 

Forfeited

 

(118

)

(176

)

Unvested and Outstanding, End of Year

 

2,603

 

1,222

 

 

 

 

(thousands of units)

 

U.S. Dollar Denominated
Outstanding PSUs

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

Unvested and Outstanding, Beginning of Year

 

278

 

363

 

Granted

 

845

 

167

 

Deemed Eligible to Vest

 

(5

)

(173

)

Units, in Lieu of Dividends

 

40

 

4

 

Forfeited

 

(133

)

(83

)

Unvested and Outstanding, End of Year

 

1,025

 

278

 

 

During the year, Encana recorded compensation costs of $1 million related to the outstanding PSUs (2014 – $4 million; 2013 – $11 million).

 

As at December 31, 2015, there was approximately $10 million of total unrecognized compensation costs (2014 – $12 million) related to unvested PSUs held by employees.  The costs are expected to be recognized over a weighted average period of 1.5 years.

 

E)                     DEFERRED SHARE UNITS

 

The Company has in place a program whereby Directors and certain key employees are issued DSUs, which vest immediately, are equivalent in value to a common share of the Company and are settled in cash.

 

Under the DSU Plan, employees have the option to convert either 25 or 50 percent of their annual High Performance Results (“HPR”) award into DSUs.  The number of DSUs converted is based on the value of the award divided by the closing value of Encana’s share price at the end of the performance period of the HPR award.

 

For both Directors and employees, DSUs can only be redeemed following departure from Encana in accordance with the terms of the respective DSU Plan and must be redeemed prior to December 15th of the year following the departure from Encana.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

40

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The following table summarizes information related to the DSUs:

 

(thousands of units)

 

Canadian Dollar Denominated
Outstanding DSUs

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

891

 

1,027

 

Granted

 

41

 

152

 

Converted from HPR awards

 

139

 

-

 

Units, in Lieu of Dividends

 

32

 

14

 

Redeemed

 

(350

)

(302

)

Outstanding, End of Year

 

753

 

891

 

 

During the year, Encana recorded a reduction of compensation costs of $5 million related to the outstanding DSUs (2014 – compensation costs of $1 million; 2013 – compensation costs of $2 million).

 

F)                      RESTRICTED SHARE UNITS

 

Since 2011, RSUs have been granted to eligible employees.  An RSU is a conditional grant to receive an Encana common share, or the cash equivalent, as determined by Encana, upon vesting of the RSUs and in accordance with the terms of the RSU Plan and Grant Agreement.  The value of one RSU is notionally equivalent to one Encana common share.  RSUs vest three years from the date granted, provided the employee remains actively employed with Encana on the vesting date.  As at December 31, 2015, Encana plans to settle the RSUs in cash on the vesting date.

 

The following tables summarize information related to the RSUs:

 

(thousands of units)

 

Canadian Dollar Denominated
Outstanding RSUs

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

Unvested and Outstanding, Beginning of Year

 

5,887

 

5,130

 

Granted

 

3,381

 

2,785

 

Units, in Lieu of Dividends

 

306

 

94

 

Vested and Released

 

(206

)

(1,368

)

Forfeited

 

(1,254

)

(754

)

Unvested and Outstanding, End of Year

 

8,114

 

5,887

 

 

 

 

(thousands of units)

 

U.S. Dollar Denominated
Outstanding RSUs

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

Unvested and Outstanding, Beginning of Year

 

3,110

 

3,475

 

Granted

 

3,206

 

1,767

 

Units, in Lieu of Dividends

 

218

 

51

 

Vested and Released

 

(51

)

(1,071

)

Forfeited

 

(574

)

(1,112

)

Unvested and Outstanding, End of Year

 

5,909

 

3,110

 

 

During the year, Encana recorded a reduction of compensation costs of $7 million related to the outstanding RSUs (2014 – compensation costs of $36 million; 2013 – compensation costs of $45 million).  As at December 31, 2015, $11 million of the paid in surplus balance related to the RSUs (2014 – $11 million).

 

As at December 31, 2015, there was approximately $26 million of total unrecognized compensation costs (2014 – $57 million) related to unvested RSUs held by employees.  The costs are expected to be recognized over a weighted average period of 1.3 years.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

41

 



 

Notes to Consolidated Financial Statements

 

(All amounts in $ millions, unless otherwise specified)

 

22.

Pension and Other Post-Employment Benefits

 

The Company sponsors defined benefit and defined contribution plans and provides pension and other post-employment benefits (“OPEB”) to its employees in Canada and the U.S.  As of January 1, 2003, the defined benefit pension plan was closed to new entrants.  The average remaining service period of active employees participating in the defined benefit pension plan is four years.  The average remaining service period of the active employees participating in the OPEB plan is 13 years.

 

The Company is required to file an actuarial valuation of its pension plans with the provincial regulator at least every three years, or more frequently if directed by the regulator.  The most recent filing was dated December 31, 2013 and the next required filing is expected to be as at December 31, 2016.

 

The following tables set forth changes in the benefit obligations and fair value of plan assets for the Company’s defined benefit pension and other post-employment benefit plans for the years ended December 31, 2015 and 2014, as well as the funded status of the plans and amounts recognized in the Consolidated Financial Statements as at December 31, 2015 and 2014.

 

 

 

Pension Benefits

 

 

OPEB

As at December 31

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

Change in Benefit Obligations

 

 

 

 

 

 

 

 

 

 

 

Projected Benefit Obligation, Beginning of Year

 

$ 279

 

 

$ 287

 

 

$ 114

 

 

$    93

Service cost

 

2

 

 

3

 

 

10

 

 

10

Interest cost

 

9

 

 

12

 

 

4

 

 

4

Actuarial (gains) losses

 

(23)

 

 

19

 

 

(24)

 

 

14

Exchange differences

 

(38)

 

 

(22)

 

 

(3)

 

 

(3)

Employee contributions

 

-

 

 

-

 

 

1

 

 

1

Benefits paid

 

(17)

 

 

(20)

 

 

(6)

 

 

(5)

Projected Benefit Obligation, End of Year

 

$ 212

 

 

$ 279

 

 

$   96

 

 

$  114

 

 

 

 

 

 

 

 

 

 

 

 

Change in Plan Assets

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Plan Assets, Beginning of Year

 

$ 264

 

 

$ 291

 

 

$      -

 

 

$      -

Actual return on plan assets

 

11

 

 

26

 

 

-

 

 

-

Exchange differences

 

(41)

 

 

(25)

 

 

-

 

 

-

Employee contributions

 

-

 

 

-

 

 

1

 

 

1

Employer contributions

 

-

 

 

2

 

 

5

 

 

4

Benefits paid

 

(17)

 

 

(20)

 

 

(6)

 

 

(5)

Transfers to defined contribution plan

 

(9)

 

 

(10)

 

 

-

 

 

-

Fair Value of Plan Assets, End of Year

 

$ 208

 

 

$ 264

 

 

$      -

 

 

$       -

 

 

 

 

 

 

 

 

 

 

 

 

Funded Status of Plan Assets, End of Year

 

$    (4)

 

 

$  (15)

 

 

$  (96)

 

 

$ (114)

 

 

 

 

 

 

 

 

 

 

 

 

Total Recognized Amounts in the Consolidated Balance Sheet Consist of:

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

$     2

 

 

$     4

 

 

$      -

 

 

$       -

Current liabilities

 

-

 

 

-

 

 

(6)

 

 

(7)

Non-current liabilities

 

(6)

 

 

(19)

 

 

(90)

 

 

(107)

Total

 

$    (4)

 

 

$  (15)

 

 

$  (96)

 

 

$ (114)

 

 

 

 

 

 

 

 

 

 

 

 

Total Recognized Amounts in Accumulated Other Comprehensive Income Consist of:

 

 

 

 

 

 

 

 

 

 

 

Net actuarial (gain) loss

 

$    20

 

 

$   44

 

 

$  (15)

 

 

$      9

Prior service costs

 

(5)

 

 

(5)

 

 

(7)

 

 

(7)

Total recognized in accumulated other comprehensive income, before tax

 

$    15

 

 

$   39

 

 

$  (22)

 

 

$      2

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

42



 

Notes to Consolidated Financial Statements

 

(All amounts in $ millions, unless otherwise specified)

 

The accumulated defined benefit obligation for all defined benefit plans was $293 million as at December 31, 2015 (2014 – $374 million).

 

The following table sets forth the defined benefit plans with accumulated benefit obligation and projected benefit obligation in excess of the plan assets fair value:

 

 

 

Pension Benefits

 

OPEB

As at December 31

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Projected Benefit Obligation

 

$ (64)

 

$    (279)

 

$   (96)

 

$  (114)

Accumulated Benefit Obligation

 

(51)

 

(260)

 

(96)

 

(114)

Fair Value of Plan Assets

 

58

 

260

 

-

 

-

 

Following are the weighted average assumptions used by the Company in determining the defined benefit pension and other post-employment benefit obligations:

 

 

 

Pension Benefits

 

OPEB

As at December 31

 

2015

 

 

2014 

 

2015 

 

 

2014 

 

 

 

 

 

 

 

 

 

 

 

Discount Rate

 

3.75%

 

 

3.75%

 

4.02%

 

 

3.67%

Rates of Increase in Compensation Levels

 

3.49%

 

 

3.99%

 

5.04%

 

 

6.39%

 

The following sets forth total benefit plan expense recognized by the Company:

 

 

 

Pension Benefits

 

OPEB

For the years ended December 31

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Defined Benefit Plan Expense

 

$    1

 

$      -

 

$  21

 

$ 14

 

$  12

 

$ 11

Defined Contribution Plan Expense

 

33

 

34

 

43

 

-

 

-

 

-

Total Benefit Plans Expense

 

$  34

 

$   34

 

$  64

 

$ 14

 

$  12

 

$ 11

 

Of the total benefit plans expense, $39 million (2014 – $36 million; 2013 – $60 million) was included in operating expense and $9 million (2014 – $10 million; 2013 – $15 million) was included in administrative expense.

 

The defined periodic pension and OPEB expense are as follows:

 

 

 

Pension Benefits

 

OPEB

For the years ended December 31

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Current service cost

 

$    2

 

$    3

 

$   4

 

$ 10

 

$ 10

 

$ 12

Interest cost

 

9

 

12

 

12

 

4

 

4

 

4

Expected return on plan assets

 

(12)

 

(15)

 

(16)

 

-

 

-

 

-

Amounts reclassified from accumulated other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net actuarial (gains) and losses

 

2

 

-

 

11

 

-

 

(1)

 

-

Amortization of net prior service costs

 

-

 

-

 

-

 

-

 

(1)

 

-

Settlement

 

-

 

-

 

5

 

-

 

-

 

-

Curtailment

 

-

 

-

 

1

 

-

 

-

 

(5)

Special termination benefits

 

-

 

-

 

4

 

-

 

-

 

-

Total Defined Benefit Plan Expense

 

$    1

 

$     -

 

$ 21

 

$ 14

 

$ 12

 

$ 11

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

43



 

Notes to Consolidated Financial Statements

 

(All amounts in $ millions, unless otherwise specified)

 

The amounts recognized in other comprehensive income are as follows:

 

 

 

Pension Benefits

 

OPEB

For the years ended December 31

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial (gains) losses

 

$    (22)

 

$       8

 

$   (46)

 

$    (24)

 

$     14

 

$      (6)

Plan amendment

 

-

 

-

 

-

 

-

 

-

 

(13)

Amortization of net actuarial gains and (losses)

 

(2)

 

-

 

(11)

 

-

 

1

 

-

Amortization of net prior service costs

 

-

 

-

 

-

 

-

 

1

 

-

Settlement and curtailment

 

-

 

-

 

(6)

 

-

 

-

 

-

Total amounts recognized in other comprehensive (income) loss, before tax

 

$    (24)

 

$       8

 

$   (63)

 

$    (24)

 

$     16

 

$    (19)

Total amounts recognized in other comprehensive (income) loss, after tax

 

$    (17)

 

$       6

 

$   (46)

 

$    (16)

 

$     11

 

$    (14)

 

The estimated net actuarial loss and net prior service costs for the pension and other post-retirement plans that will be amortized from accumulated other comprehensive income into net benefit plan recovery in 2016 is $1 million.

 

Following are the weighted average assumptions used by the Company in determining the net periodic pension and other post-retirement benefit costs:

 

 

 

Pension Benefits

 

OPEB

For the years ended December 31

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount Rate

 

3.75%

 

4.50%

 

4.25%

 

3.66%

 

4.49%

 

3.59%

Long-Term Rate of Return on Plan Assets

 

6.25%

 

6.50%

 

6.75%

 

 

 

Rates of Increase in Compensation Levels

 

3.99%

 

3.99%

 

3.99%

 

6.47%

 

6.50%

 

6.35%

 

The Company’s assumed health care cost trend rates are as follows:

 

For the years ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

Health care cost trend rate for next year

 

7.41%

 

7.00%

 

7.31%

Rate to which the cost trend rate is assumed to decline (ultimate trend rate)

 

5.00%

 

4.59%

 

4.61%

Year that the rate reaches the ultimate trend rate

 

2026

 

2024

 

2026

 

A one percent change in the assumed health care cost trend rate over the projected period would have the following effects:

 

 

 

1% Increase

 

 

1% Decrease

 

 

 

 

 

 

Effect on total of service and interest cost components

 

$ 2

 

 

$ (2)

Effect on other post-retirement benefit obligations

 

$ 7

 

 

$ (6)

 

The Company does not expect to contribute to its defined benefit pension plans in 2016.  The Company’s OPEB plans are funded on an as required basis.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

44



 

Notes to Consolidated Financial Statements

 

(All amounts in $ millions, unless otherwise specified)

 

The following provides an estimate of benefit payments for the next 10 years.  These estimates reflect benefit increases due to continuing employee service.

 

 

 

Defined Benefit
Pension Payments

 

Other Benefit
Payments

 

 

 

 

 

 

 

2016

 

$ 15

 

$   6

 

2017

 

15

 

7

 

2018

 

15

 

7

 

2019

 

15

 

8

 

2020

 

16

 

8

 

2021 – 2025

 

72

 

42

 

 

The Company’s defined benefit pension plan assets are presented by investment asset category and input level within the fair value hierarchy as follows:

 

As at December 31

 

2015

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

$ 28

 

$     1

 

$   -

 

$   29

 

Fixed Income – Canadian Bond Funds

 

-

 

66

 

-

 

66

 

Equity – Domestic

 

13

 

36

 

-

 

49

 

Equity – International

 

-

 

53

 

-

 

53

 

Real Estate and Other

 

1

 

-

 

10

 

11

 

Fair Value of Plan Assets, End of Year

 

$ 42

 

$ 156

 

$ 10

 

$ 208

 

 

 

 

 

 

 

 

 

 

 

As at December 31

 

2014

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

$ 34

 

$     1

 

$   -

 

$   35

 

Fixed Income – Canadian Bond Funds

 

-

 

82

 

-

 

82

 

Equity – Domestic

 

20

 

50

 

-

 

70

 

Equity – International

 

-

 

64

 

-

 

64

 

Real Estate and Other

 

1

 

-

 

12

 

13

 

Fair Value of Plan Assets, End of Year

 

$ 55

 

$ 197

 

$ 12

 

$ 264

 

 

Fixed income investments consist of Canadian bonds issued by investment grade companies.  Equity investments consist of both domestic and international securities.  The fair values of these securities are based on dealer quotes, quoted market prices, and net asset values as provided by the investment managers.  Real Estate and Other consists mainly of commercial properties and is valued based on a discounted cash flow model.

 

A summary in changes in Level 3 fair value measurements is presented below:

 

 

 

Real Estate and Other

 

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

Balance, Beginning of Year

 

$ 12

 

$ 13

 

Purchases, issuances and settlements

 

 

 

 

 

Purchases

 

-

 

-

 

Settlements

 

-

 

-

 

Actual return on plan assets

 

 

 

 

 

Relating to assets sold during the reporting period

 

-

 

-

 

Relating to assets still held at the reporting date

 

(2)

 

(1)

 

Transfers in and out of Level 3

 

-

 

-

 

Balance, End of Year

 

$ 10

 

$ 12

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

45



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The Company’s pension plan assets were invested in the following as at December 31, 2015: 24 percent Domestic Equity (2014 – 26 percent), 26 percent Foreign Equity (2014 – 24 percent), 44 percent Bonds (2014 – 44 percent), and 6 percent Real Estate and Other (2014 – 6 percent).  The expected long-term rate of return is 6.25 percent.  The expected rate of return on pension plan assets is based on historical and projected rates of return for each asset class in the plan investment portfolio. The actual return on plan assets was $11 million (2014 – $26 million).  The asset allocation structure is subject to diversification requirements and constraints, which reduce risk by limiting exposure to individual equity investment, credit rating categories and foreign currency exposure.

 

 

23.    Fair Value Measurements

 

The fair values of cash and cash equivalents, accounts receivable and accrued revenues, and accounts payable and accrued liabilities approximate their carrying amounts due to the short-term maturity of those instruments. The fair value of cash in reserve approximates its carrying amount due to the nature of the instrument held.  Fair value information related to pension plan assets is included in Note 22.

 

Recurring fair value measurements are performed for risk management assets and liabilities and other derivative liabilities, as discussed further in Note 24.  These items are carried at fair value in the Consolidated Balance Sheet and are classified within the three levels of the fair value hierarchy in the following tables.  There have been no transfers between the hierarchy levels during the period.

 

As at December 31, 2015

 

 

Level 1
Quoted
Prices in
Active
Markets

 

Level 2
Other
Observable
Inputs

 

Level 3
Significant
Unobservable
Inputs

 

 

Total Fair
Value

 

Netting (1)

 

Carrying
Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Management Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

$ 1 

 

$ 356 

 

$ 37

 

 

$ 394 

 

$ (27)

 

 

$ 367 

 

Long-term

 

 

 - 

 

 11 

 

-

 

 

 11 

 

-

 

 

 11 

 

Risk Management Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 - 

 

 31 

 

12

 

 

 43 

 

(27)

 

 

 16 

 

Long-term

 

 

 - 

 

 - 

 

9

 

 

 9 

 

-

 

 

 9 

 

Other Derivative Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current in accounts payable and accrued liabilities

 

 

$ - 

 

$     6 

 

$    -

 

 

$     6 

 

$      -

 

 

$    6 

 

Long-term in other liabilities and provisions

 

 

 - 

 

 23 

 

-

 

 

 23 

 

-

 

 

 23 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2014

 

 

Level 1
Quoted
Prices in
Active
Markets

 

Level 2
Other
Observable
Inputs

 

Level 3
Significant
Unobservable
Inputs

 

 

Total Fair
Value

 

Netting (1)

 

Carrying
Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Management Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

$ - 

 

$ 718  

 

$   - 

 

 

$ 718

 

$ (11)

 

 

$ 707  

 

Long-term

 

 

 - 

 

67  

 

 - 

 

 

67

 

(2)

 

 

65  

 

Risk Management Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 6 

 

14  

 

 11 

 

 

31

 

 (11)

 

 

20  

 

Long-term

 

 

 - 

 

2  

 

 7 

 

 

9

 

(2)

 

 

7  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)   Netting to offset derivative assets and liabilities where the legal right and intention to offset exists, or where counterparty master netting arrangements contain provisions for net settlement.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

46

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

The Company’s Level 1 and Level 2 risk management assets and liabilities consist of commodity fixed price contracts, NYMEX three-way options, NYMEX costless collars and basis swaps with terms to 2018.  Level 2 also includes other derivative liabilities as discussed in Note 24.  The fair values of these contracts are based on a market approach and are estimated using inputs which are either directly or indirectly observable at the reporting date, such as exchange and other published prices, broker quotes and observable trading activity.

 

Level 3 Fair Value Measurements

 

As at December 31, 2015, the Company’s Level 3 risk management assets and liabilities consist of power purchase contracts with terms to 2017 and WTI three-way options with terms to 2016.  The fair values of the power purchase contracts are based on the income approach and are modelled internally using observable and unobservable inputs such as forward power prices in less active markets.  The WTI three-way options are a combination of a sold call, bought put and a sold put.  These contracts allow the Company to participate in the upside of commodity prices to the ceiling of the call option and provide the Company with partial downside price protection through the combination of the put options.  The fair values of the WTI three-way options are based on the income approach and are modelled using observable and unobservable inputs such as implied volatility.  The unobservable inputs are obtained from third parties whenever possible and reviewed by the Company for reasonableness.

 

Changes in amounts related to risk management assets and liabilities are recognized in revenues and transportation and processing expense according to their purpose.

 

A summary of changes in Level 3 fair value measurements is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Management

 

 

 

 

 

 

 

 2015 

 

 

 2014 

 

 

 

 

 

 

 

 

 

 

 

Balance, Beginning of Year

 

 

 

 

 

 

$ (18)

 

 

$   (7)

Total gains (losses)

 

 

 

 

 

 

 18 

 

 

(19)

Purchases, issuances and settlements:

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

 

 

 

 

 - 

 

 

Settlements

 

 

 

 

 

 

 16 

 

 

Transfers in and out of Level 3

 

 

 

 

 

 

 - 

 

 

Balance, End of Year

 

 

 

 

 

 

$  16 

 

 

$ (18)

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gains (losses) related to assets and liabilities held at end of year

 

 

 

 

$  24 

 

 

$ (13)

 

 

 

 

 

 

 

Quantitative information about unobservable inputs used in Level 3 fair value measurements is presented below:

 

 

 

 

 

 

 

As at December 31

Valuation Technique

Unobservable Input

 

2015

 

2014 

 

 

 

 

 

 

 

Risk Management – Power

Discounted Cash Flow

Forward prices
($/Megawatt Hour)

 

$34.50 - $40.25

 

$40.70 - $48.50 

 

 

 

 

 

 

 

Risk Management – WTI Three-Way Options

Option Model

Implied Volatility

 

33% - 64%

 

 - 

 

A 10 percent increase or decrease in estimated forward power prices would cause a corresponding $4 million (2014 – $5 million) increase or decrease to net risk management assets and liabilities.  A 10 percent increase or decrease in implied volatility for the WTI three-way options would cause a corresponding $2 million increase or decrease to net risk management assets and liabilities (2014 – nil).

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

47

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

24.   Financial Instruments and Risk Management

 

A)                       FINANCIAL INSTRUMENTS

 

Encana’s financial assets and liabilities are recognized in cash and cash equivalents, accounts receivable and accrued revenues, cash in reserve, accounts payable and accrued liabilities, risk management assets and liabilities, other liabilities and provisions and long-term debt.

 

B)                       RISK MANAGEMENT ASSETS AND LIABILITIES

 

Risk management assets and liabilities arise from the use of derivative financial instruments and are measured at fair value.  See Note 23 for a discussion of fair value measurements.

 

UNREALIZED RISK MANAGEMENT POSITION

 

 

 

 

 

 

 

As at December 31

 

 2015 

 

 

 2014 

 

 

 

 

 

 

Risk Management Assets

 

 

 

 

 

Current

 

$ 367

 

 

$ 707 

Long-term

 

11

 

 

 65 

 

 

378

 

 

 772 

 

 

 

 

 

 

Risk Management Liabilities

 

 

 

 

 

Current

 

16

 

 

 20 

Long-term

 

9

 

 

 7 

 

 

25

 

 

 27 

 

 

 

 

 

 

Other Derivative Liabilities

 

 

 

 

 

Current in accounts payable and accrued liabilities

 

6

 

 

 - 

Long-term in other liabilities and provisions

 

23

 

 

 - 

Net Risk Management Assets and Other Derivative Liabilities

 

$ 324

 

 

$ 745 

 

 

SUMMARY OF UNREALIZED RISK MANAGEMENT POSITIONS

 

 

As at December 31

 

2015

 

 

2014

 

 

 

Risk Management

 

 

Risk Management

 

 

 

Asset

 

Liability

 

Net

 

 

Asset

 

Liability

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commodity Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas

 

$   53 

 

$   4 

 

$   49 

 

 

$ 609 

 

$   5 

 

$ 604 

 

Crude oil

 

325 

 

 

325 

 

 

163 

 

 

159 

 

Power and other derivative contracts

 

 

50 

 

(50)

 

 

 

18 

 

(18)

 

Total Fair Value

 

$ 378 

 

$ 54 

 

$ 324 

 

 

$ 772 

 

$ 27 

 

$ 745 

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

48

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

COMMODITY PRICE POSITIONS AS AT DECEMBER 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Notional Volumes

Term

Average Price

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

Natural Gas Contracts

 

 

 

 

 

 

 

 

 

Fixed Price Contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Fixed Price

370 

 

MMcf/d

2016

2.82  US$/Mcf

 

 

$  43 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Three-Way Options

25 

 

MMcf/d

2016

 

 

 

 5 

 

Sold call price

 

 

 

 

3.43  US$/Mcf

 

 

 

 

Bought put price

 

 

 

 

3.21  US$/Mcf

 

 

 

 

Sold put price

 

 

 

 

2.72  US$/Mcf

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Costless Collars

335

 

MMcf/d

2016

 

 

 

(15)

 

Sold call price

 

 

 

 

2.46  US$/Mcf

 

 

 

 

Bought put price

 

 

 

 

2.22  US$/Mcf

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis Contracts  (1)

 

 

 

2016-2018

 

 

 

 15 

 

 

 

 

 

 

 

 

 

 

 

Other Financial Positions

 

 

 

 

 

 

 

 1 

 

Natural Gas Fair Value Position

 

 

 

 

 

 

 

 49 

 

 

 

 

 

 

 

 

 

 

 

Crude Oil Contracts

 

 

 

 

 

 

 

 

 

Fixed Price Contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WTI Fixed Price

 49.0 

 

Mbbls/d

2016

58.51  US$/bbl

 

 

 303 

 

 

 

 

 

 

 

 

 

 

 

WTI Three-Way Options

18.3 

 

Mbbls/d

2016

 

 

 

 37 

 

Sold call price

 

 

 

 

63.03  US$/bbl

 

 

 

 

Bought put price

 

 

 

 

55.00  US$/bbl

 

 

 

 

Sold put price

 

 

 

 

47.24  US$/bbl

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis Contracts (2)

 

 

 

2016-2017

 

 

 

(15)

 

Crude Oil Fair Value Position

 

 

 

 

 

 

 

 325 

 

 

 

 

 

 

 

 

 

 

 

Power Purchase Contracts and Other Derivative Contracts

 

 

 

 

 

 

Fair Value Position

 

 

 

 

 

 

 

(50)

 

Total Fair Value

 

 

 

 

 

 

 

$ 324 

 

 

(1)   Encana has entered into swaps to protect against widening natural gas price differentials between benchmark and regional sales prices.  These basis swaps are priced using differentials determined as a percentage of NYMEX.

(2)   Encana has entered into swaps to protect against widening Midland differentials to WTI.  These basis swaps are priced using fixed price differentials.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

49

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

EARNINGS IMPACT OF REALIZED AND UNREALIZED GAINS (LOSSES) ON RISK MANAGEMENT POSITIONS

 

 

 

 

Realized Gain (Loss)

 

For the years ended December 31

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$  917

 

 

$ (84

)

$  544

 

Transportation and Processing

 

(16

)

 

(7

)

-

 

Gain (Loss) on Risk Management

 

$  901

 

 

$ (91

)

$  544

 

 

 

 

 

 

 

Unrealized Gain (Loss)

 

For the years ended December 31

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$ (325

)

 

$ 456

 

$ (347

)

Transportation and Processing

 

(6

)

 

(12

)

2

 

Gain (Loss) on Risk Management

 

$ (331

)

 

$ 444

 

$ (345

)

 

RECONCILIATION OF UNREALIZED RISK MANAGEMENT POSITIONS FROM JANUARY 1 TO DECEMBER 31

 

 

 

2015

 

2014

 

2013

 

 

Fair Value

 

 

Total
Unrealized
Gain (Loss)

 

Total
Unrealized
Gain (Loss)

 

Total
Unrealized
Gain (Loss)

 

 

 

 

 

 

 

 

 

Fair Value of Contracts, Beginning of Year

 

$  745

 

 

 

 

 

 

Change in Fair Value of Contracts in Place at Beginning of Year and Contracts Entered into During the Year

 

570

 

$  570

 

$ 353

 

$  199

Foreign Exchange Translation Adjustment on Canadian Dollar Contracts

 

2

 

 

 

 

 

 

Settlement of Athlon Crude Oil Contracts from Business Combination

 

(63)

 

 

 

 

 

 

Fair Value of Other Derivative Contracts Entered into During the Year

 

(29)

 

 

 

 

 

 

Fair Value of Contracts Realized During the Year

 

(901)

 

(901)

 

91

 

(544)

Fair Value of Contracts, End of Year

 

$  324

 

$ (331)

 

$ 444

 

$ (345)

 

C)                    RISKS ASSOCIATED WITH FINANCIAL ASSETS AND LIABILITIES

 

The Company is exposed to financial risks including market risks (such as commodity prices, foreign exchange and interest rates), credit risk and liquidity risk.  Future cash flows may fluctuate due to movement in market prices and the exposure to credit and liquidity risks.

 

COMMODITY PRICE RISK

 

Commodity price risk arises from the effect fluctuations in future commodity prices may have on future cash flows.  To partially mitigate exposure to commodity price risk, the Company has entered into various derivative financial instruments.  The use of these derivative instruments is governed under formal policies and is subject to limits established by the Board.  The Company’s policy is to not use derivative financial instruments for speculative purposes.

 

Natural Gas – To partially mitigate natural gas commodity price risk, the Company uses contracts such as NYMEX-based fixed price contracts, NYMEX-based options and costless collars.  Encana also enters into basis swaps to manage against widening price differentials between various production areas and various sales points.

 

Crude Oil – To partially mitigate crude oil commodity price risk, the Company uses contracts such as WTI-based fixed price contracts and WTI-based options.  Encana also enters into basis swaps to manage against widening price differentials between various production areas and various sales points.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

50

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

Power – The Company has entered into Canadian dollar denominated derivative contracts to manage its electricity consumption costs.

 

The table below summarizes the sensitivity of the fair value of the Company’s risk management positions to fluctuations in commodity prices, with all other variables held constant.  The Company has used a 10 percent variability to assess the potential impact of commodity price changes.  Fluctuations in commodity prices could have resulted in unrealized gains (losses) impacting pre-tax net earnings as at December 31 as follows:

 

 

 

2015

 

2014

 

 

10% Price
Increase

 

10% Price
Decrease

 

10% Price
Increase

 

10% Price
Decrease

 

 

 

 

 

 

 

 

 

Natural gas price

 

$ (57

)

56

 

$ (105)

 

$ 105

Crude oil price

 

(83

)

81

 

(22)

 

22

Power price

 

4

 

(4)

 

5

 

(5)

 

CREDIT RISK

 

Credit risk arises from the potential that the Company may incur a loss if a counterparty to a financial instrument fails to meet its obligation in accordance with agreed terms.  This credit risk exposure is mitigated through the use of Board-approved credit policies governing the Company’s credit portfolio including credit practices that limit transactions according to counterparties’ credit quality.  Mitigation strategies may include master netting arrangements, requesting collateral and/or transacting credit derivatives.  The Company executes commodity derivative financial instruments under master agreements that have netting provisions that provide for offsetting payables against receivables.  As at December 31, 2015, the Company had no significant credit derivatives in place and no collateral balances were posted or received.

 

As at December 31, 2015, cash equivalents include high-grade, short-term securities, placed primarily with financial institutions and companies with strong investment grade ratings.  Any foreign currency agreements entered into are with major financial institutions in Canada and the U.S. or with counterparties having investment grade credit ratings.

 

A substantial portion of the Company’s accounts receivable are with customers in the oil and gas industry and are subject to normal industry credit risks.  As at December 31, 2015, approximately 95 percent (2014 – 94 percent) of Encana’s accounts receivable and financial derivative credit exposures were with investment grade counterparties.

 

As at December 31, 2015, Encana had two counterparties (2014 – three counterparties) whose net settlement position individually accounted for more than 10 percent of the fair value of the outstanding in-the-money net risk management contracts by counterparty.  As at December 31, 2015, these counterparties accounted for 13 percent and 11 percent (2014 – 16 percent, 16 percent and 15 percent) of the fair value of the outstanding in-the-money net risk management contracts.

 

During the year ended December 31, 2015, Encana entered into agreements resulting from divestitures, which may require Encana to fulfill certain payment obligations on the take or pay volume commitments assumed by the purchaser.  The circumstances that would require Encana to perform under the agreement includes events where the purchaser fails to make payment to the guaranteed party and/or the purchaser is subject to an insolvency event.  The agreements have remaining terms from five to nine years with a fair value of $29 million as at December 31, 2015.  The maximum potential amount of undiscounted future payments is $472 million as at December 31, 2015, and is considered unlikely.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

51

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

LIQUIDITY RISK

 

Liquidity risk arises from the potential that the Company will encounter difficulties in meeting a demand to fund its financial liabilities as they come due.  The Company manages liquidity risk using cash and debt management programs.

 

The Company has access to cash equivalents and a range of funding alternatives at competitive rates through committed revolving bank credit facilities and debt and equity capital markets.  As at December 31, 2015, the Company had committed revolving bank credit facilities totaling $4.5 billion which included $3.0 billion on a revolving bank credit facility for Encana and $1.5 billion on a revolving bank credit facility for a U.S. subsidiary, the latter of which remained unused.  Of the $3.0 billion revolving bank credit facility, $210 million of LIBOR loans were drawn, $440 million fully supported the U.S. Commercial Paper Program and $2,350 million remained unused.  The facilities remain committed through July 2020.

 

Encana also has accessible capacity under a shelf prospectus for up to $4.9 billion, or the equivalent in foreign currencies, the availability of which is dependent on market conditions, to issue debt and/or equity securities in Canada and/or the U.S. as discussed in Note 13.  The shelf prospectus expires in July 2016.

 

The Company believes it has sufficient funding through the use of these facilities to meet foreseeable borrowing requirements.

 

The Company minimizes its liquidity risk by managing its capital structure.  The Company’s capital structure consists of shareholders’ equity plus long-term debt, including the current portion.  The Company’s objectives when managing its capital structure are to maintain financial flexibility to preserve Encana’s access to capital markets and its ability to meet financial obligations and to finance internally generated growth as well as potential acquisitions.  To manage the capital structure, the Company may adjust capital spending, adjust dividends paid to shareholders, issue new shares, issue new debt or repay existing debt.

 

The timing of expected cash outflows relating to financial liabilities is outlined in the table below:

 

 

 

Less Than
1 Year

 

1 - 3 Years

 

4 - 5 Years

 

6 - 9 Years

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable and Accrued Liabilities

 

$ 1,311

 

$     -

 

$        -

 

$        -

 

$        -

 

$   1,311

Risk Management Liabilities

 

16

 

9

 

-

 

-

 

-

 

25

Long-Term Debt (1)

 

306

 

611

 

1,701

 

1,587

 

6,151

 

10,356

Other Liabilities and Provisions

 

-

 

17

 

2

 

-

 

4

 

23

 

(1) Principal and interest.

 

Included in Encana’s long-term debt obligations of $10,356 million at December 31, 2015 are $650 million in principal obligations related to U.S. Commercial Paper and LIBOR loans.  These amounts are fully supported and Management expects they will continue to be supported by credit facilities that have no repayment requirements within the next year and are fully revolving for up to five years.  Based on the current maturity dates of the credit facilities, these amounts are included in cash outflows for the period disclosed as 4 - 5 Years.  Further information on Long-Term Debt is contained in Note 13.

 

FOREIGN EXCHANGE RISK

 

Foreign exchange risk arises from changes in foreign exchange rates that may affect the fair value or future cash flows of the Company’s financial assets or liabilities.  As Encana operates primarily in North America, fluctuations in the exchange rate between the U.S. and Canadian dollars can have a significant effect on the Company’s reported results.  Encana’s financial results are consolidated in Canadian dollars; however, the Company reports its results in U.S. dollars as most of its revenue is closely tied to the U.S. dollar and to facilitate a more direct comparison to other North American oil and gas companies.  As the effects of foreign exchange fluctuations are embedded in the Company’s results, the total effect of foreign exchange fluctuations is not separately identifiable.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

52

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

As at December 31, 2015, Encana had $5.4 billion in U.S. dollar debt issued from Canada that was subject to foreign exchange exposure.  As at December 31, 2014, Encana had $6.7 billion in debt that was subject to foreign exchange exposure and $0.6 billion that was not subject to foreign exchange exposure.  To mitigate the exposure to the fluctuating U.S./Canadian dollar exchange rate, Encana may enter into foreign exchange derivatives.  There were no foreign exchange derivatives outstanding as at December 31, 2015.

 

Encana’s foreign exchange (gain) loss primarily includes foreign exchange gains and losses on the translation and settlement of U.S. dollar denominated debt issued from Canada, unrealized foreign exchange gains and losses on the translation of U.S. dollar denominated risk management assets and liabilities held in Canada, foreign exchange gains and losses on the translation and settlement of foreign denominated intercompany balances and foreign exchange gains and losses on U.S. dollar denominated cash and short-term investments held in Canada.  A $0.01 change in the U.S. to Canadian dollar exchange rate would have resulted in a $39 million change in foreign exchange (gain) loss as at December 31, 2015 (2014 – $61 million; 2013 – $48 million).

 

INTEREST RATE RISK

 

Interest rate risk arises from changes in market interest rates that may affect the fair value or future cash flows from the Company’s financial assets or liabilities.  The Company partially mitigates its exposure to interest rate changes by holding a mix of both fixed and floating rate debt and may also enter into interest rate derivatives to partially mitigate effects of fluctuations in market interest rates.  There were no interest rate derivatives outstanding as at December 31, 2015.

 

As at December 31, 2015, the Company had floating rate debt of $650 million (2014 – $1,277 million).  Accordingly, the sensitivity in net earnings for each one percent change in interest rates on floating rate debt was $5 million (2014 – $10 million; 2013 – nil).

 

 

25.            Supplementary Information

 

A)                    NET CHANGE IN NON-CASH WORKING CAPITAL

 

For the years ended December 31

2015 

2014 

2013 

 

 

 

 

Operating Activities

 

 

 

Accounts receivable and accrued revenues

$  314 

$ (411)

$   (75)

Accounts payable and accrued liabilities

(14)

188 

(81)

Income tax payable and receivable

(38)

214 

(23)

 

$  262 

$     (9)

$ (179)

 

B)                    SUPPLEMENTARY CASH FLOW INFORMATION

 

For the years ended December 31

2015 

2014 

2013 

 

 

 

 

Interest Paid

$   602 

$  648 

$   575 

Income Taxes Paid, net of Amounts (Recovered)

$ (105)

$    43 

$ (186)

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

 

53

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

26.       Commitments and Contingencies

 

COMMITMENTS

 

The following table outlines the Company’s commitments as at December 31, 2015:

 

 

 

Expected Future Payments

(undiscounted)

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transportation and Processing

 

$ 693

 

$ 679

 

$ 685

 

$ 588

 

$ 491

 

$ 2,507

 

$ 5,643

 

Drilling and Field Services

 

164

 

106

 

59

 

29

 

17

 

1

 

376

 

Operating Leases

 

30

 

24

 

23

 

11

 

3

 

19

 

110

 

Total

 

$ 887

 

$ 809

 

$ 767

 

$ 628

 

$ 511

 

$ 2,527

 

$ 6,129

 

 

Included within transportation and processing in the table above are certain commitments associated with midstream service agreements with VMLP as described in Note 19.  Divestiture transactions can reduce certain commitments disclosed above.

 

CONTINGENCIES

 

Encana is involved in various legal claims and actions arising in the course of the Company’s operations.  Although the outcome of these claims cannot be predicted with certainty, the Company does not expect these matters to have a material adverse effect on Encana’s financial position, cash flows or results of operations.  If an unfavourable outcome were to occur, there exists the possibility of a material adverse impact on the Company’s consolidated net earnings or loss in the period in which the outcome is determined.  Accruals for litigation and claims are recognized if the Company determines that the loss is probable and the amount can be reasonably estimated.  The Company believes it has made adequate provision for such legal claims.

 

 

27.       Supplementary Oil and Gas Information (unaudited)

 

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS AND CHANGES THEREIN

 

In calculating the standardized measure of discounted future net cash flows, constant price and cost assumptions were applied to Encana’s annual future production from proved reserves to determine cash inflows. Future production and development costs assume the continuation of existing economic, operating and regulatory conditions.  Future income taxes are calculated by applying statutory income tax rates to future pre-tax cash flows after provision for the tax cost of the oil and natural gas properties based upon existing laws and regulations. The discount was computed by application of a 10 percent discount factor to the future net cash flows. The calculation of the standardized measure of discounted future net cash flows is based upon the discounted future net cash flows prepared by Encana’s independent qualified reserves evaluators in relation to the reserves they respectively evaluated, and adjusted to the extent provided by contractual arrangements, such as price risk management activities, in existence at year end and to account for asset retirement obligations and future income taxes.

 

Encana cautions that the discounted future net cash flows relating to proved oil and gas reserves are an indication of neither the fair market value of Encana’s oil and gas properties, nor the future net cash flows expected to be generated from such properties. The discounted future net cash flows do not include the fair market value of exploratory properties and probable or possible oil and gas reserves, nor is consideration given to the effect of anticipated future changes in oil and natural gas prices, development, asset retirement and production costs, and possible changes to tax and royalty regulations. The prescribed discount rate of 10 percent may not appropriately reflect future interest rates.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

54

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

NET PROVED RESERVES (1, 2)

(12-MONTH AVERAGE TRAILING PRICES; AFTER ROYALTIES)

 

 

 

Natural Gas (Bcf)

 

Oil (MMbbls)

 

NGLs (MMbbls)

 

 

 

Canada

 

United
States

 

Total

 

 

Canada

 

United
States

 

Total

 

Canada

 

United
States

 

Total

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

4,550

 

4,242

 

8,792

 

 

13.0

 

46.0

 

59.0

 

88.6

 

62.4

 

151.0

 

Revisions and improved recovery (3)

 

(256

)

(362

)

(618

)

 

2.6

 

(1.2

)

1.4

 

(9.6

)

(16.1

)

(25.7

)

Extensions and discoveries

 

499

 

482

 

981

 

 

11.5

 

14.3

 

25.8

 

16.7

 

13.3

 

30.0

 

Purchase of reserves in place

 

-

 

7

 

7

 

 

-

 

0.5

 

0.5

 

-

 

0.1

 

0.1

 

Sale of reserves in place

 

(295

)

(1

)

(296

)

 

-

 

-

 

-

 

(1.5

)

(0.1

)

(1.6

)

Production

 

(523

)

(491

)

(1,014

)

 

(4.3

)

(5.1

)

(9.4

)

(6.8

)

(3.5

)

(10.3

)

End of year

 

3,975

 

3,877

 

7,852

 

 

22.8

 

54.5

 

77.3

 

87.4

 

56.1

 

143.5

 

Developed

 

2,744

 

2,619

 

5,363

 

 

16.5

 

31.1

 

47.6

 

44.6

 

24.1

 

68.7

 

Undeveloped

 

1,231

 

1,258

 

2,489

 

 

6.3

 

23.4

 

29.7

 

42.8

 

32.0

 

74.8

 

Total

 

3,975

 

3,877

 

7,852

 

 

22.8

 

54.5

 

77.3

 

87.4

 

56.1

 

143.5

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

3,975

 

3,877

 

7,852

 

 

22.8

 

54.5

 

77.3

 

87.4

 

56.1

 

143.5

 

Revisions and improved recovery (4)

 

250

 

(511

)

(261

)

 

(5.0

)

(2.7

)

(7.7

)

10.9

 

(2.6

)

8.3

 

Extensions and discoveries

 

385

 

493

 

879

 

 

4.7

 

21.4

 

26.1

 

22.3

 

8.8

 

31.1

 

Purchase of reserves in place

 

6

 

234

 

240

 

 

-

 

148.2

 

148.2

 

0.1

 

52.9

 

53.0

 

Sale of reserves in place

 

(885

)

(1,473

)

(2,358

)

 

(6.6

)

(14.2

)

(20.8

)

(45.5

)

(20.0

)

(65.4

)

Production

 

(503

)

(355

)

(858

)

 

(5.0

)

(13.1

)

(18.0

)

(8.6

)

(5.0

)

(13.6

)

End of year

 

3,229

 

2,265

 

5,494

 

 

10.9

 

194.1

 

205.0

 

66.6

 

90.2

 

156.7

 

Developed

 

2,282

 

1,606

 

3,887

 

 

8.2

 

112.3

 

120.5

 

31.6

 

53.4

 

85.0

 

Undeveloped

 

947

 

660

 

1,607

 

 

2.8

 

81.8

 

84.5

 

34.9

 

36.8

 

71.7

 

Total

 

3,229

 

2,265

 

5,494

 

 

10.9

 

194.1

 

205.0

 

66.6

 

90.2

 

156.7

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

3,229

 

2,265

 

5,494

 

 

10.9

 

194.1

 

205.0

 

66.6

 

90.2

 

156.7

 

Revisions and improved recovery (5)

 

(801

)

(342

)

(1,144

)

 

(0.9

)

(73.6

)

(74.6

)

(14.8

)

(41.1

)

(55.9

)

Extensions and discoveries

 

313

 

159

 

472

 

 

-

 

68.4

 

68.4

 

19.8

 

24.9

 

44.7

 

Purchase of reserves in place

 

-

 

-

 

-

 

 

-

 

-

 

-

 

-

 

-

 

-

 

Sale of reserves in place

 

(434

)

(728

)

(1,163

)

 

(1.6

)

(1.2

)

(2.8

)

(0.4

)

(3.6

)

(4.0

)

Production

 

(354

)

(241

)

(596

)

 

(2.0

)

(29.7

)

(31.8

)

(8.3

)

(8.6

)

(16.9

)

End of year

 

1,952

 

1,112

 

3,064

 

 

6.4

 

157.9

 

164.3

 

62.8

 

61.7

 

124.5

 

Developed

 

1,295

 

928

 

2,223

 

 

5.0

 

91.6

 

96.6

 

31.8

 

37.8

 

69.5

 

Undeveloped

 

657

 

184

 

841

 

 

1.3

 

66.3

 

67.7

 

31.0

 

24.0

 

55.0

 

Total

 

1,952

 

1,112

 

3,064

 

 

6.4

 

157.9

 

164.3

 

62.8

 

61.7

 

124.5

 

 

* Numbers may not add due to rounding

 

Notes:

(1)      Definitions:

a.     “Net” reserves are the remaining reserves of Encana, after deduction of estimated royalties and including royalty interests.

b.     “Proved” oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations.

c.     “Developed” oil and gas reserves are reserves of any category that are expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well.

d.     “Undeveloped” oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(2)      Encana does not file any estimates of total net proved natural gas, oil and NGLs reserves with any U.S. federal authority or agency other than the Securities and Exchange Commission.

(3)      In 2013, revisions and improved recovery of natural gas included a reduction of 2,872 Bcf due to lower proved undeveloped reserves bookings, partially offset by additions of 2,233 Bcf due to significantly higher 12-month average trailing natural gas prices and minor positive revisions.

(4)      In 2014, revisions and improved recovery of natural gas included a reduction of 520 Bcf due to changes in the proved undeveloped reserves bookings in the U.S.

(5)      In 2015, revisions and improved recovery of natural gas included a reduction of 1,106 Bcf due to a significantly lower 12-month average trailing natural gas price.  Revisions and improved recovery of oil and NGLs included reductions of 59.9 MMbbls and 52.6 MMbbls, respectively, due to significantly lower 12-month average trailing oil and NGL prices.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

55

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

12-MONTH AVERAGE TRAILING PRICES

 

The following reference prices were utilized in the determination of reserves and future net revenue:

 

 

 

Natural Gas

 

 

Oil & NGLs

 

 

Henry Hub
($/MMBtu)

 

AECO
(C$/MMBtu)

 

 

WTI
($/bbl)

 

Edmonton
Light Sweet
(C$/bbl)

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Pricing (1)

 

 

 

 

 

 

 

 

 

 

2013

 

3.67

 

3.14

 

 

96.94

 

93.44

 

2014

 

4.34

 

4.63

 

 

94.99

 

96.40

 

2015

 

2.58

 

2.69

 

 

50.28

 

58.82

 

 

(1)                 All prices were held constant in all future years when estimating net revenues and reserves.

 

 

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES

 

 

 

Canada

 

United States

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future cash inflows

 

6,284

 

 

19,255

 

19,039

 

9,462

 

 

26,742

 

17,217

 

Less future:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

3,800

 

 

7,456

 

7,377

 

3,959

 

 

6,673

 

4,484

 

Development costs

 

1,725

 

 

3,276

 

4,515

 

3,092

 

 

4,087

 

3,982

 

Income taxes

 

-

 

 

1,727

 

652

 

-

 

 

2,886

 

1,615

 

Future net cash flows

 

759

 

 

6,796

 

6,495

 

2,411

 

 

13,096

 

7,136

 

Less 10% annual discount for estimated timing of cash flows

 

122

 

 

2,320

 

1,836

 

984

 

 

6,015

 

2,978

 

Discounted future net cash flows

 

637

 

 

4,476

 

4,659

 

1,427

 

 

7,081

 

4,158

 

 

 

 

Total

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Future cash inflows

 

15,746

 

 

45,997

 

36,256

 

Less future:

 

 

 

 

 

 

 

 

Production costs

 

7,759

 

 

14,129

 

11,861

 

Development costs

 

4,817

 

 

7,363

 

8,497

 

Income taxes

 

-

 

 

4,613

 

2,267

 

Future net cash flows

 

3,170

 

 

19,892

 

13,631

 

Less 10% annual discount for estimated timing of cash flows

 

1,106

 

 

8,335

 

4,814

 

Discounted future net cash flows

 

2,064

 

 

11,557

 

8,817

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

56

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES

 

 

 

Canada

 

United States

 

 

2015

 

 

2014

 

2013

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

4,476

 

 

4,659

 

3,002

 

7,081

 

 

4,158

 

3,015

 

Changes resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of oil and gas produced during the period

 

(969

)

 

(2,120

)

(1,649

)

(1,250

)

 

(1,746

)

(1,490

)

Discoveries and extensions, net of related costs

 

109

 

 

827

 

725

 

504

 

 

1,429

 

633

 

Purchases of proved reserves in place

 

-

 

 

9

 

-

 

-

 

 

3,052

 

16

 

Sales and transfers of proved reserves in place

 

(674

)

 

(1,320

)

(304

)

(1,604

)

 

(1,902

)

(2

)

Net change in prices and production costs

 

(3,094

)

 

1,777

 

2,703

 

(3,266

)

 

2,567

 

1,891

 

Revisions to quantity estimates

 

(1,355

)

 

314

 

(178

)

(2,183

)

 

(616

)

(324

)

Accretion of discount

 

565

 

 

515

 

311

 

834

 

 

503

 

333

 

Previously estimated development costs incurred, net of change in future development costs

 

435

 

 

532

 

417

 

263

 

 

(3

)

708

 

Other

 

(32

)

 

(36

)

14

 

(210

)

 

24

 

(68

)

Net change in income taxes

 

1,176

 

 

(681

)

(382

)

1,258

 

 

(385

)

(554

)

Balance, end of year

 

637

 

 

4,476

 

4,659

 

1,427

 

 

7,081

 

4,158

 

 

 

 

Total

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

11,557

 

 

8,817

 

6,017

 

Changes resulting from:

 

 

 

 

 

 

 

 

Sales of oil and gas produced during the period

 

(2,219

)

 

(3,866

)

(3,139

)

Discoveries and extensions, net of related costs

 

613

 

 

2,256

 

1,358

 

Purchases of proved reserves in place

 

-

 

 

3,061

 

16

 

Sales and transfers of proved reserves in place

 

(2,278

)

 

(3,222

)

(306

)

Net change in prices and production costs

 

(6,360

)

 

4,344

 

4,594

 

Revisions to quantity estimates

 

(3,538

)

 

(302

)

(502

)

Accretion of discount

 

1,399

 

 

1,018

 

644

 

Previously estimated development costs incurred, net of change in future development costs

 

698

 

 

529

 

1,125

 

Other

 

(242

)

 

(12

)

(54

)

Net change in income taxes

 

2,434

 

 

(1,066

)

(936

)

Balance, end of year

 

2,064

 

 

11,557

 

8,817

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

57

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

RESULTS OF OPERATIONS

 

 

 

Canada

 

United States

 

 

2015

 

 

2014

 

2013

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas revenues, net of royalties, transportation and processing

 

1,168

 

 

2,475

 

2,068

 

1,911

 

 

2,244

 

2,041

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs, production, mineral and other taxes, and accretion of asset retirement obligations

 

199

 

 

355

 

419

 

661

 

 

498

 

551

 

Depreciation, depletion and amortization

 

305

 

 

625

 

601

 

1,088

 

 

992

 

818

 

Impairments

 

-

 

 

-

 

-

 

6,473

 

 

-

 

-

 

Operating income (loss)

 

664

 

 

1,495

 

1,048

 

(6,311

)

 

754

 

672

 

Income taxes

 

179

 

 

376

 

264

 

(2,285

)

 

273

 

243

 

Results of operations

 

485

 

 

1,119

 

784

 

(4,026

)

 

481

 

429

 

 

 

 

Total

 

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Oil and gas revenues, net of royalties, transportation and processing

 

3,079

 

 

4,719

 

4,109

 

Less:

 

 

 

 

 

 

 

 

Operating costs, production, mineral and other taxes, and accretion of asset retirement obligations

 

860

 

 

853

 

970

 

Depreciation, depletion and amortization

 

1,393

 

 

1,617

 

1,419

 

Impairments

 

6,473

 

 

-

 

-

 

Operating income (loss)

 

(5,647

)

 

2,249

 

1,720

 

Income taxes

 

(2,106

)

 

649

 

507

 

Results of operations

 

(3,541

)

 

1,600

 

1,213

 

 

 

CAPITALIZED COSTS

 

 

 

Canada

 

United States

 

 

2015

 

 

2014

 

2013

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved oil and gas properties

 

14,866

 

 

18,271

 

25,003

 

25,723

 

 

24,279

 

26,529

 

Unproved oil and gas properties

 

334

 

 

478

 

598

 

5,282

 

 

5,655

 

470

 

Total capital cost

 

15,200

 

 

18,749

 

25,601

 

31,005

 

 

29,934

 

26,999

 

Accumulated DD&A

 

14,170

 

 

16,566

 

23,012

 

23,822

 

 

16,260

 

22,074

 

Net capitalized costs

 

1,030

 

 

2,183

 

2,589

 

7,183

 

 

13,674

 

4,925

 

 

 

 

Other

 

Total

 

 

2015

 

 

2014

 

2013

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved oil and gas properties

 

58

 

 

65

 

71

 

40,647

 

 

42,615

 

51,603

 

Unproved oil and gas properties

 

-

 

 

-

 

-

 

5,616

 

 

6,133

 

1,068

 

Total capital cost

 

58

 

 

65

 

71

 

46,263

 

 

48,748

 

52,671

 

Accumulated DD&A

 

58

 

 

65

 

71

 

38,050

 

 

32,891

 

45,157

 

Net capitalized costs

 

-

 

 

-

 

-

 

8,213

 

 

15,857

 

7,514

 

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

58

 



 

Notes to Consolidated Financial Statements

(All amounts in $ millions, unless otherwise specified)

 

COSTS INCURRED

 

 

 

Canada

 

United States (1,2)

 

 

2015

 

 

2014

 

2013

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unproved

 

2

 

 

15

 

26

 

15

 

 

5,452

 

111

 

Proved

 

7

 

 

6

 

2

 

12

 

 

5,008

 

45

 

Total acquisitions

 

9

 

 

21

 

28

 

27

 

 

10,460

 

156

 

Exploration costs

 

3

 

 

10

 

22

 

3

 

 

38

 

412

 

Development costs

 

377

 

 

1,216

 

1,343

 

1,844

 

 

1,247

 

871

 

Total costs incurred

 

389

 

 

1,247

 

1,393

 

1,874

 

 

11,745

 

1,439

 

 

 

 

Total (1,2)

 

 

2015

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

 

 

 

 

 

 

Unproved

 

17

 

 

5,467

 

137

 

Proved

 

19

 

 

5,014

 

47

 

Total acquisitions

 

36

 

 

10,481

 

184

 

Exploration costs

 

6

 

 

48

 

434

 

Development costs

 

2,221

 

 

2,463

 

2,214

 

Total costs incurred

 

2,263

 

 

12,992

 

2,832

 

 

(1)                 2014 Unproved includes $5,338 million from the acquisition of Athlon.

(2)                 2014 Proved includes $2,127 million from the acquisition of Athlon.

 

COSTS NOT SUBJECT TO DEPLETION OR AMORTIZATION

 

Upstream costs in respect of significant unproved properties are excluded from the country cost centre’s depletable base as follows:

 

As at December 31

 

2015

 

2014

 

 

 

 

 

 

 

 

Canada

 

334

 

 

$    478

 

United States

 

5,282

 

 

5,655

 

 

 

5,616

 

 

$ 6,133

 

 

The following is a summary of the costs related to Encana’s unproved properties as at December 31, 2015:

 

 

 

2015

 

2014

 

2013

 

Prior to 2013

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition Costs

 

$ 27

 

$ 5,207

 

$ 30

 

$ 223

 

$ 5,487

 

Exploration Costs

 

8

 

50

 

38

 

33

 

129

 

 

 

$ 35

 

$ 5,257

 

$ 68

 

$ 256

 

$ 5,616

 

 

Ultimate recoverability of these costs and the timing of inclusion within the applicable country cost centre’s depletable base is dependent upon either the finding of proved natural gas and liquids reserves, expiration of leases or recognition of impairments.  Acquisition costs primarily include costs incurred to acquire or lease properties.  Exploration costs primarily include costs related to geological and geophysical studies and costs of drilling and equipping exploratory wells.

 

 

 

 

Notes to Consolidated Financial Statements

Encana Corporation

 

Prepared in accordance with U.S. GAAP in US$

59

 



 

ADDITIONAL DISCLOSURE

 

Certifications and Disclosure Regarding Controls and Procedures.

 

(a)       Certifications.  See Exhibits 99.1, 99.2, 99.3 and 99.4 to this Annual Report on Form 40-F.

 

(b)       Disclosure Controls and Procedures.  As of the end of Encana Corporation’s (“Encana”) fiscal year ended December 31, 2015, an evaluation of the effectiveness of Encana’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out by Encana’s management, with the participation of its principal executive officer and principal financial officer.  Based upon that evaluation, Encana’s principal executive officer and principal financial officer have concluded that as of the end of that fiscal year, Encana’s disclosure controls and procedures are effective to ensure that information required to be disclosed by Encana in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the “Commission”) rules and forms and (ii) accumulated and communicated to Encana’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

 

It should be noted that while Encana’s principal executive officer and principal financial officer believe that Encana’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that Encana’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud.  A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

(c)       Management’s Annual Report on Internal Control Over Financial Reporting.  The required disclosure is included in the “Management Report” that accompanies Encana’s Consolidated Financial Statements for the fiscal year ended December 31, 2015, filed as part of this Annual Report on Form 40-F.

 

(d)       Attestation Report of the Registered Public Accounting Firm.  The required disclosure is included in the “Auditor’s Report” that accompanies Encana’s Consolidated Financial Statements for the fiscal year ended December 31, 2015, filed as part of this Annual Report on Form 40-F.

 

(e)       Changes in Internal Control Over Financial Reporting.  Except as disclosed under the heading “Controls and Procedures—Internal Control over Financial Reporting” in Encana’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2015, filed as part of this Annual Report on Form 40-F, during the fiscal year ended December 31, 2015, there were no changes in Encana’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Encana’s internal control over financial reporting.

 

40-F2



 

Notices Pursuant to Regulation BTR.

 

None.

 

Audit Committee Financial Expert.

 

Encana’s board of directors has determined that Margaret A. McKenzie, Jane L. Peverett and Bruce G. Waterman, members of Encana’s audit committee, each qualifies as an “audit committee financial expert” (as such term is defined in Form 40-F) and is “independent” as that term is defined in the rules of the New York Stock Exchange.

 

Code of Ethics.

 

Encana has adopted a “code of ethics” (as that term is defined in Form 40-F), entitled the “Business Code of Conduct” (the “Code of Ethics”), that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

 

The Code of Ethics is available for viewing on Encana’s website at www.encana.com, and is available in print to any shareholder who requests it.  Requests for copies of the Code of Ethics should be made by contacting:  Joanne L. Alexander, Executive Vice-President, General Counsel & Corporate Secretary, Encana Corporation, Suite 4400, 500 Centre Street S.E., P.O. Box 2850, Calgary, Alberta, Canada  T2P 2S5.  Alternatively, requests for a copy of the Code of Ethics may be made by contacting Encana’s Corporate Secretarial Department at (403) 645-2000 (Fax: (403) 645-4617).

 

Encana intends to disclose and summarize any amendment to, or waiver from, any provision of the Code of Ethics that is required to be so disclosed and summarized, on its website at www.encana.com.

 

Principal Accountant Fees and Services.

 

The required disclosure is included under the heading “Audit Committee Information–External Auditor Service Fees” in Encana’s Annual Information Form for the fiscal year ended December 31, 2015, filed as part of this Annual Report on Form 40-F.

 

Pre-Approval Policies and Procedures.

 

The required disclosure is included under the heading “Audit Committee Information–Pre-Approval Policies and Procedures” in Encana’s Annual Information Form for the fiscal year ended December 31, 2015, filed as part of this Annual Report on Form 40-F.

 

40-F3



 

Off-Balance Sheet Arrangements.

 

Encana does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Tabular Disclosure of Contractual Obligations.

 

The required disclosure is included under the heading “Contractual Obligations and Contingencies—Commitments” in Encana’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2015, filed as part of this Annual Report on Form 40-F.

 

Identification of the Audit Committee.

 

Encana has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The members of the audit committee are:  Margaret A. McKenzie, Suzanne P. Nimocks, Jane L. Peverett (Chair), Brian G. Shaw, Bruce G. Waterman and Clayton H. Woitas (ex officio).

 

Mine Safety Disclosure.

 

Not Applicable.

 

New York Stock Exchange Disclosure.

 

Presiding Director at Meetings of Non-Management Directors

 

Encana schedules regular executive sessions in which Encana’s “non-management directors” (as that term is defined in the rules of the New York Stock Exchange) meet without management participation.  Mr. Clayton H. Woitas serves as the presiding director (the “Presiding Director”) at such sessions.  Each of Encana’s non-management directors is “independent” for the purposes of Canadian National Instrument 58-101.

 

Communication with Non-Management Directors

 

Shareholders may send communications to Encana’s non-management directors by writing to the Presiding Director, c/o Joanne L. Alexander, Executive Vice-President, General Counsel & Corporate Secretary, Encana Corporation, Suite 4400, 500 Centre Street S.E., P.O. Box 2850, Calgary, Alberta, Canada  T2P 2S5.  Communications will be referred to the Presiding Director for appropriate action.  The status of all outstanding concerns addressed to the Presiding Director will be reported to the board of directors as appropriate.

 

40-F4



 

Corporate Governance Guidelines

 

According to Section 303A.09 of the NYSE Listed Company Manual, a listed company must adopt and disclose a set of corporate governance guidelines with respect to specified topics.  Such guidelines are required to be posted on the listed company’s website.  Encana operates under corporate governance principles that are consistent with the requirements of Section 303A.09 of the NYSE Listed Company Manual, and which are described under the heading “Encana’s Corporate Governance Practices” in Encana’s Information Circular prepared in connection with its 2015 Annual Meeting of Shareholders.  However, Encana has not codified its corporate governance principles into formal guidelines for posting on its website.

 

Board Committee Mandates

 

The Mandates of Encana’s audit committee, human resources and compensation committee, and nominating and corporate governance committee are each available for viewing on Encana’s website at www.encana.com.

 

NYSE Statement of Governance Differences

 

As a Canadian corporation listed on the NYSE, Encana is not required to comply with most of the NYSE’s corporate governance standards, and instead may comply with Canadian corporate governance practices.  Encana is, however, required to disclose the significant difference between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE’s corporate governance standards.

 

Encana has prepared a summary of the significant ways in which its corporate governance practices differ from those required to be followed by U.S. domestic companies under the NYSE’s corporate governance standards, and that summary, entitled “Differences in Encana’s Corporate Governance Practices Compared to NYSE Corporate Governance Standards”, is available for viewing on Encana’s website at www.encana.com/about/board-governance/documents-filings.html.

 

Encana’s corporate governance practices meet or exceed all applicable Canadian requirements.  They also incorporate some best practices derived from the NYSE rules and comply with applicable rules adopted by the Commission to give effect to the provisions of the Sarbanes-Oxley Act of 2002.

 

A description of Encana’s corporate governance practices is included under the heading “Encana’s Corporate Governance Practices” in Encana’s Information Circular prepared in connection with its 2015 Annual Meeting of Shareholders.

 

40-F5



 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

A.       Undertaking.

 

The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to:  the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

B.       Consent to Service of Process.

 

The registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

 

Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the registrant.

 

40-F6



 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 29, 2016.

 

 

Encana Corporation

 

 

 

 

 

 

 

By:

/s/ Sherri A. Brillon

 

 

Name:

Sherri A. Brillon

 

Title:

Executive Vice-President &
Chief Financial Officer

 

40-F7



 

EXHIBIT INDEX

 

Exhibit

Description

 

 

99.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934

 

 

99.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934

 

 

99.3

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

 

 

99.4

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

 

 

99.5

Consent of PricewaterhouseCoopers LLP

 

 

99.6

Consent of McDaniel & Associates Consultants Ltd.

 

 

99.7

Consent of Netherland, Sewell & Associates, Inc.

 

 

99.8

Consent of GLJ Petroleum Consultants Ltd.

 

 

101

Interactive Data Files