UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 27, 2019

 

 

Encana Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Canada   1-15226   98-0355077

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Suite 4400, 500 Centre Street SE, PO Box 2850

Calgary, Alberta, Canada, T2P 2S5

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 645-2000

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ITEM 2.02

Results of Operations and Financial Condition.

On February 28, 2019, Encana Corporation (the “Corporation”) issued a news release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing its financial and operating results for its fourth quarter and full year ended December 31, 2018.

The information under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

ITEM 8.01

Other Events.

Share Repurchase Program

On February 27, 2019, the Corporation issued a news release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Toronto Stock Exchange (“TSX”) has accepted its notice of intention to commence a normal course issuer bid (“NCIB”) through which the Corporation may purchase up to 149,425,839 common shares during the 12-month period commencing March 4, 2019 and ending March 3, 2020. The number of shares authorized for purchase represents 10 percent of Encana’s public float as of February 27, 2019. Purchases will be made on the open market through the facilities of the TSX, New York Stock Exchange and/or alternative trading systems at the market price at the time of acquisition, as well as by other means as may be permitted by stock exchange rules and securities laws, including by private agreements.

Quarterly Dividend

In its February 28, 2019 news release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, the Corporation also announced that its Board of Directors had declared a quarterly dividend of $0.01875 per share on the Corporation’s outstanding common shares. The dividend is payable on March 29, 2019 to holders of record at the close of business on March 15, 2019.

In the same February 28, 2019 news release, the Corporation also announced that effective immediately, it has suspended its dividend reinvestment plan (DRIP) until further notice. As a result, shareholders only receive dividends in cash effective with the dividend currently scheduled to be paid on March 29, 2019, to shareholders of record on March 15, 2019. If Encana elects to reinstate the DRIP in the future, the shareholders that were enrolled in the DRIP at suspension and remained enrolled at reinstatement will automatically resume participation in the DRIP.

2019 Full-Year Proforma Outlook

On February 27, 2019, the Corporation issued a news release, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K, announcing its 2019 full-year proforma outlook.

 

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Exhibit Description

Exhibit 99.1    News Release dated February 27, 2019.
Exhibit 99.2    News Release dated February 28, 2019.
Exhibit 99.3    News Release dated February 28, 2019.


EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

Exhibit 99.1    News Release dated February 27, 2019.
Exhibit 99.2    News Release dated February 28, 2019.
Exhibit 99.3    News Release dated February 28, 2019.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 28, 2019

 

ENCANA CORPORATION

(Registrant)

By:   /s/ Dawna I. Gibb
  Name:   Dawna I. Gibb
  Title:   Assistant Corporate Secretary

Exhibit 99.1

 

LOGO    news release

Encana Announces TSX Acceptance of Normal Course Issuer Bid

CALGARY, Feb. 27, 2019 — Encana (NYSE, TSX: ECA) announced today receipt of regulatory approvals for its planned $1.25 billion share buyback. On February 27, 2019, the Toronto Stock Exchange (TSX) accepted its notice of intention to renew its normal course issuer bid (NCIB) through which Encana may purchase up to 149,425,839 common shares during the 12-month period commencing March 4, 2019 and ending March 3, 2020. The number of shares authorized for purchase represents 10 percent of Encana’s public float as of February 27, 2019. Purchases will be made on the open market through the facilities of the TSX, New York Stock Exchange and/or alternative trading systems at the market price at the time of acquisition, as well as by other means as may be permitted by stock exchange rules and securities laws, including by private agreements. Purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price as provided in the exemption order.

Encana has also entered into an automatic share purchase plan (ASPP) in relation to purchases made in connection with the NCIB to allow it to purchase common shares under the NCIB when Encana would ordinarily not be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods. Pursuant to the ASPP, Encana will provide instructions during non-blackout periods to its designated broker, which such instructions may not be varied or suspended during the blackout period. Purchases by Encana’s designated broker will be in accordance with stock exchange rules, applicable securities laws and the terms of the ASPP and all purchases made under the ASPP are included in computing the number of common shares purchased under the NCIB. The ASPP has been pre-cleared by the TSX.

The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Encana. The average daily trading volume through the facilities of the TSX, excluding purchases made on such facilities, during the most recently completed six-month period was 4,457,598 common shares. Consequently, daily purchases through the facilities of the TSX will be limited to 1,114,399 common shares, other than block purchase exceptions. All common shares acquired by Encana under the NCIB will be cancelled. Under its existing NCIB that expires on February 27, 2019, Encana was authorized to purchase for cancellation 35,000,000 common shares, and during the last 12 months, Encana has purchased for cancellation 20,685,000 common shares.

Encana intends to execute the NCIB in a manner that is consistent with its commitment to capital discipline by ensuring that the level of spending is aligned with the prevailing commodity price environment and resulting cash flows. Encana believes that, depending on the trading price of its common shares and other relevant factors, purchasing its own shares represents an attractive opportunity that is in the best interests of the company and its shareholders.

Encana Corporation

Encana Corporation is a leading North American energy producer that is focused on developing its strong portfolio of resource plays, held directly and indirectly through its subsidiaries, producing oil, natural gas liquids (NGLs) and natural gas. By partnering with employees, community organizations and other businesses, Encana contributes to the strength and sustainability of the communities where it operates. Encana common shares trade on the Toronto and New York stock exchanges under the symbol ECA.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS This news release contains certain forward-looking statements or information (collectively, “FLS”) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. FLS include: planned share repurchase program, including amount and number of shares to be acquired, anticipated timeframe, method and location of purchases, and source of funding thereof; intent to complete existing NCIB; commitment to capital discipline; alignment of spending with commodity prices and cash flows; and benefits of the NCIB.

Readers are cautioned against unduly relying on FLS 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: future commodity prices and differentials; foreign exchange rates; ability to access cash, credit facilities and shelf prospectuses; and 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, benefits achieved and general industry expectations.

 

Encana Corporation 1


Risks and uncertainties that may affect these business outcomes include: ability to generate sufficient cash flow to meet obligations and fund the NCIB; commodity price volatility; variability in the amount, number of shares, method, location and timing of purchases, if any, pursuant to the NCIB; impact of a downgrade in credit rating and its impact on access to sources of liquidity; fluctuations in currency and interest rates; and other risks and uncertainties impacting Encana’s business, as described in its most recent Annual Report on Form 10-K and as described from time to time in Encana’s other periodic filings as filed on SEDAR and EDGAR.

Although Encana believes the expectations represented by such FLS 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. FLS are made as of the date of this news release and, except as required by law, Encana undertakes no obligation to update publicly or revise any FLS. FLS contained in this news release are expressly qualified by these cautionary statements.

Further information on Encana Corporation is available on the company’s website, www.encana.com , or by contacting:

 

Investor contact:

(281) 210-5110

(403) 645-2252

  

Media contact:

(281) 210-5253

SOURCE: Encana Corporation

 

Encana Corporation 2

Exhibit 99.2

 

LOGO    news release

Encana reports fourth quarter and full-year 2018 financial and operating results

Sustainable model delivered free cash flow, strong growth in proved reserves and high-margin liquids

Fourth quarter and full-year 2018 highlights:

 

   

Fourth quarter total production of 403,400 barrels of oil equivalent per day (BOE/d)

 

   

Fourth quarter liquids production grew more than 25 percent year-over-year, to 192,700 barrels per day (bbls/d)

 

   

Full-year total production of 361,200 BOE/d

 

   

Full-year liquids production up 30 percent year-over-year to 168,100 bbls/d

 

   

Generated full-year cash from operating activities of $2.3 billion; non-GAAP cash flow margin of $16.05 per barrels of oil equivalent (BOE); non-GAAP free cash flow for the year of $140 million

 

   

Returned more than $300 million to shareholders through share buybacks and dividends

 

   

Canadian protocol proved plus probable reserves after royalties (2P) grew 64 percent year-over-year to 3.1 billion BOE, of which 54 percent was liquids

 

   

SEC proved reserves grew 53 percent year-over-year to 1.2 billion BOE (52 percent liquids)

CALGARY, Feb. 28, 2019 — Encana (NYSE, TSX: ECA) announced its fourth quarter and full-year 2018 financial and operating results. In addition, the Company’s 2019 full-year proforma outlook was issued in a separate release today and a conference call with analysts and investors is scheduled for 7 a.m. MT (9 a.m. ET). Please see dial-in details within this news release. For more detailed information on the Company’s assets, please refer to the 2019 Guidance and 2018 Results presentation and asset overviews at https://www.encana.com/investors/ .

“Encana delivered in 2018, posting another strong year of performance,” said Doug Suttles, Encana President & CEO. “Our results demonstrate the strength of our portfolio and the ability of our people to continually innovate to drive industry leading performance in all areas where we operate. Our business model is sustainable and capable of generating a unique combination of profitable liquids growth and free cash flow that can be returned to shareholders in today’s commodity price environment.”

Financial summary

Please refer to Note 1 Non-GAAP measures and the tables in this release for reconciliation to comparable GAAP financial measures.

Fourth quarter and full-year 2018 summary

For the fourth quarter 2018, Encana reported net earnings of $1.03 billion, or $1.08 per share. Non-GAAP operating earnings for the fourth quarter were $305 million, or $0.32 per share. Cash from operating activities for the fourth quarter was $559 million. Non-GAAP cash flow was $540 million, an increase of more than 20 percent when compared to fourth quarter of 2017.

For the full-year 2018, the Company reported net earnings of $1.07 billion, or $1.11 per share. Non-GAAP operating earnings for 2018 were $822 million, or $0.86 per share. Cash from operating activities for the full-year 2018 was $2.3 billion. Non-GAAP cash flow was $2.1 billion.

At year-end, Encana had more than $5 billion of total liquidity including approximately $1.1 billion in cash and cash equivalents on hand and $4 billion available credit on the Company’s undrawn credit facilities.

Production summary and asset highlights

Total company production in the fourth quarter of 2018 was 403,400 BOE/d, up 20 percent year-over-year. Fourth quarter liquids production grew more than 25 percent year-over-year, to 192,700 bbls/d. For the full-year, Encana’s production averaged 361,200 BOE/d, of which 168,100 bbls/d was liquids.

 

Encana Corporation    1


On February 13, 2019, Encana closed its acquisition of Newfield Exploration Company. Newfield’s average production during the fourth quarter of 2018 was more than 200,000 BOE/d, including liquids production in excess of 125,000 bbls/d. Newfield’s full-year production averaged nearly 195,000 BOE/d (62 percent liquids).

On a proforma basis, combined full-year 2018 production averaged more than 555,000 BOE/d, including liquids production of approximately 290,000 bbls/d.

With the addition of the Anadarko Basin, Encana has formed a prolific Core 3 with leading positions in top unconventional plays in North America. Core 3 proforma fourth quarter production averaged approximately 465,000 BOE/d (49 percent liquids) and full-year proforma production comprised 75 percent of total production, averaging 418,000 BOE/d (48 percent liquids). Highlights on each of the Core 3 are below:

Permian

Fourth quarter production averaged 98,500 BOE/d (85 percent liquids). Production in the quarter was negatively impacted by approximately 3,000 BOE/d related to short-term, third-party outages. For the full year 2018, production increased 19 percent over 2018. The Company has now drilled and completed more than 500 net wells and nearly tripled production since entering the region in late 2014. Encana, a pioneer in cube development, has a demonstrated track record of strong operational performance and has lowered drilling and completion costs by approximately 20 percent over this time period.

Montney

Fourth quarter production averaged 220,000 BOE/d (25 percent liquids) and was negatively impacted by 2,000 bbls/d of liquids and 50 million cubic feet per day (MMcf/d) of natural gas related primarily to temporary third-party issues. For the year, liquids production grew 116 percent to 41,700 bbls/d. Encana’s average well cost in 2018 was $4.3 million (a nearly 30 percent reduction in drilling and completion costs since 2015, normalized for lateral length). 39 net wells were turned to sales during the fourth quarter and have averaged more than 500 bbls/d for the first 90 days of production.

Anadark o

For the fourth quarter, production averaged more than 146,000 BOE/d (60 percent liquids). Full-year production increased 35 percent year-over-year to nearly 135,000 BOE/d (60 percent liquids). Encana has rapidly integrated operations and expects to lower completed well costs by at least $1 million per well.

Encana year-end reserves

NI 51-101 (Canadian Protocol) 2P reserves grew 64 percent year-over-year to 3.1 billion BOE (54 percent liquids), replacing approximately 1,063 percent of full-year production, excluding dispositions. SEC (U.S. protocol) proved reserves grew 53 percent year-over-year to 1.2 billion BOE (52 percent liquids), replacing approximately 437 percent of full-year production, excluding dispositions. Proforma 2P reserves at year-end 2018 were 4.4 billion BOE (56 percent liquids) and proforma SEC reserves at year-end 2018 were 2.0 billion BOE (55 percent liquids).

For more detailed information on the Company’s assets, please refer to the 2019 Guidance and 2018 Results Presentation and Corporate Presentation at https://www.encana.com/investors/

Dividend declared

Demonstrating its commitment to return capital to shareholders, Encana has increased its dividend by 25 percent. On February 27, 2019, the Board declared a dividend of $0.01875 per share payable on March 29, 2019 to common shareholders of record as of March 15, 2019.

Encana has suspended, effective immediately, its dividend reinvestment plan (DRIP) until further notice. As a result, shareholders only receive dividends in cash effective with the dividend currently scheduled to be paid on March 29, 2019, to shareholders of record on March 15, 2019. If Encana elects to reinstate the DRIP in the future, the shareholders that were enrolled in the DRIP at suspension and remained enrolled at reinstatement will automatically resume participation in the DRIP.

 

Encana Corporation    2


Fourth Quarter and Year-End Highlights

 

Non-GAAP Cash Flow Reconciliation

 

(for the period ended December 31)

($ millions, except per BOE amounts)

   Q4
2018
     Q4
2017
     2018      2017  

Cash from (used in) operating activities

     559        369        2,300        1,050  

Deduct (add back):

           

Net change in other assets and liabilities

     (27      (13      (60      (40

Net change in non-cash working capital

     46        (62      245        (253
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP cash flow 1

     540        444        2,115        1,343  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP cash flow margin 1

     14.56        14.40        16.05        11.75  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP Free Cash Flow Reconciliation

 

Non-GAAP cash flow 1

     540        444        2,115        1,343  

Less: capital expenditures

     (349      (509      (1,975      (1,796

Non-GAAP free cash flow 1

     191        (65      140        (453

Non-GAAP Operating Earnings Reconciliation

 

Net earnings (loss)

     1,030        (229      1,069        827  

Before-tax (addition) deduction:

           

Unrealized gain (loss) on risk management

     941        46        519        442  

Non-operating foreign exchange gain (loss)

     (76      (19      (184      281  

Gain (loss) on divestitures

     1        (1      5        404  
  

 

 

    

 

 

    

 

 

    

 

 

 
     866        26        340        1,127  

Income tax

     (141      (369      (93      (722
  

 

 

    

 

 

    

 

 

    

 

 

 

After-tax (addition) deduction

     725        (343      247        405  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP operating earnings (loss) 1

     305        114        822        422  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

1  

Non-GAAP cash flow, non-GAAP cash flow margin, non-GAAP operating earnings, and non-GAAP free cash flow are non-GAAPmeasures as defined in Note 1.

 

Production Summary

 

(for the period ended December 31)

(average)

   Q4
2018
     Q4
2017
     percent
D
     2018      2017      percent
D
 

Oil (Mbbls/d)

     96.5        85.0        14        89.9        76.3        18  

NGLs – Plant Condensate (Mbbls/d)

     50.9        33.7        51        39.0        26.3        48  

NGLs – Other (Mbbls/d)

     45.3        33.9        34        39.2        26.5        48  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Oil and NGLs Total (Mbbls/d)

     192.7        152.6        26        168.1        129.1        30  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Natural gas (MMcf/d)

     1,265        1,096        15        1,158        1,104        5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total production (MBOE/d)

     403.4        335.2        20        361.2        313.2        15  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Q4 2018      Q4 2017      2018      2017  

Liquids ($/bbl)

           

WTI

     58.81        55.40        64.77        50.95  
  

 

 

    

 

 

    

 

 

    

 

 

 

Encana realized liquids prices 1

           

Oil

     56.54        52.94        56.84        49.76  
  

 

 

    

 

 

    

 

 

    

 

 

 

NGLs – Plant Condensate

     41.98        52.65        49.56        48.92  
  

 

 

    

 

 

    

 

 

    

 

 

 

NGLs – Other

     24.63        24.29        24.93        20.63  
  

 

 

    

 

 

    

 

 

    

 

 

 

Natural gas

           

NYMEX ($/MMBtu)

     3.64        2.93        3.09        3.11  
  

 

 

    

 

 

    

 

 

    

 

 

 

Encana realized natural gas price 1 ($/Mcf)

     2.64        2.34        2.76        2.42  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

1  

Prices include the impact of realized gain (loss) on risk management.

 

Encana Corporation    3


Year-End 2018 Reserves Estimates (Excluding Newfield Acquisition)

 

2018 Reserves Estimates – Canadian Protocols (Net, After Royalties) 1

 

Using forecast prices and costs; simplified table

(MMBOE)

   1P
Proved
     2P
Proved +
Probable
     3P
Proved +
Probable +
Possible
 

Canadian Operations

     653        1,528        1,809  
  

 

 

    

 

 

    

 

 

 

USA Operations

     576        1,595        1,741  
  

 

 

    

 

 

    

 

 

 

Total as of December 31, 2018

     1,229        3,123        3,550  
  

 

 

    

 

 

    

 

 

 

 

2018 Proved Reserves Estimates – Canadian Protocols (Net, After Royalties) 1

 

Using forecast prices and costs; simplified table

   Oil & NGLs
(MMbbls)
     Natural Gas
(Bcf)
     Total
(MMBOE)
 

December 31, 2017

     386.7        2,848        861.5  

Revisions and economic factors

     126.1        710        244.4  

Extensions, improved recovery and discoveries

     169.2        445        243.4  

Acquisitions

     29.0        39        35.5  

Dispositions

     (17.1      (41      (24.0

Production

     (61.4      (423      (131.9
  

 

 

    

 

 

    

 

 

 

December 31, 2018

     632.6        3,578        1,228.9  
  

 

 

    

 

 

    

 

 

 

 

2018 Proved Reserves Estimates – U.S. Protocols (Net, After Royalties) 1

 

Using constant prices and costs; simplified table

   Oil & NGLs
(MMbbls)
     Natural Gas
(Bcf)
     Total
(MMBOE)
 

December 31, 2017

     375.0        2,519        794.9  

Revisions and improved recovery

     16.5        285        64.1  

Extensions and discoveries

     289.8        1,118        476.2  

Purchase of reserves in place

     29.0        39        35.5  

Sale of reserves in place

     (16.5      (40      (23.1

Production

     (61.3      (423      (131.9
  

 

 

    

 

 

    

 

 

 

December 31, 2018

     632.6        3,499        1,215.7  
  

 

 

    

 

 

    

 

 

 

 

1

Numbers may not add due to rounding.

Differences between estimates under Canadian and U.S. protocols primarily represent the use of forecast prices in the estimation of reserves under Canadian standards, while U.S. standards require the use of 12-month average historical prices which are held constant. For information on reserves reporting, see Note 2.

Conference call information

A conference call and webcast to discuss the 2018 fourth quarter and year-end results and the 2019 Outlook will be held for the investment community today at 7 a.m. MT (9 a.m. ET). To participate, please dial 888-231-8191 (toll-free in North America) or 647-427-7450 (international) approximately 10 minutes prior to the conference call. The live audio webcast of the conference call, including slides, will also be available on Encana’s website, www.encana.com, under Investors/Presentations & Events. The webcasts will be archived for approximately 90 days.

Encana Corporation

Encana Corporation (“Encana”) is a leading North American energy producer that is focused on developing its strong portfolio of resource plays, held directly and indirectly through its subsidiaries, producing oil, natural gas liquids (NGLs) and natural gas. By partnering with employees, community organizations and other businesses, Encana contributes to the strength and sustainability of the communities where it operates. Encana common shares trade on the Toronto and New York stock exchanges under the symbol ECA.

Important information

Encana reports in U.S. dollars unless otherwise noted. Production, sales and reserves estimates are reported on an after-royalties basis, unless otherwise noted. The term liquids is used to represent oil, NGLs and condensate. The term liquids-rich is used to represent natural gas streams with associated liquids volumes. Unless otherwise specified or the context otherwise requires, references to Encana or to the company includes reference to subsidiaries of and partnership interests held by Encana Corporation and its subsidiaries.

 

Encana Corporation    4


NOTE 1: Non-GAAP measures

Certain measures in this news release 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 companies and should not be viewed as a substitute for measures reported under U.S. GAAP. For additional information regarding non-GAAP measures, see the Company’s website. This news release contains references to non-GAAP measures as follows:

 

   

Non-GAAP Cash Flow is a non-GAAP measure defined as cash from (used in) operating activities excluding net change in other assets and liabilities, net change in non-cash working capital and current tax on sale of assets. Non-GAAP Cash Flow Margin is a non-GAAP measure defined as Non-GAAP Cash Flow per BOE of production. Non-GAAP Free Cash Flow is a non-GAAP measure defined as Non-GAAP Cash Flow in excess of capital investment, excluding net acquisitions and divestitures.

 

   

Non-GAAP Operating Earnings (Loss) is a non-GAAP measure defined as net earnings (loss) excluding non-recurring or non-cash items that management believes reduces the comparability of the company’s financial performance between periods. These items may include, but are not limited to, unrealized gains/losses on risk management, impairments, restructuring charges, non-operating foreign exchange gains/losses, gains/losses on divestitures and gains on debt retirement. Income taxes may include valuation allowances and the provision related to the pre-tax items listed, as well as income taxes related to divestitures and U.S. tax reform, and adjustments to normalize the effect of income taxes calculated using the estimated annual effective income tax rate.

NOTE 2: Information on reserves reporting – Detailed Canadian protocol disclosure will be contained in Encana’s Form 51-101F1 for the year ended December 31, 2018 (“Form 51-101F1”) and detailed U.S. protocol disclosure will be contained in Encana’s Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report on Form 10-K”), each of which Encana anticipates filing with applicable securities regulatory authorities on or about February 28, 2019. A description of the primary differences between the disclosure requirements under Canadian standards and under U.S. standards will be set forth under the heading “Note Regarding Additional Reserves Information” in the Form 51-101F1.

ADVISORY REGARDING OIL AND GAS INFORMATION - All estimates in this news release are effective as of December 31, 2018, prepared by qualified reserves evaluators in accordance with procedures and standards contained in the Canadian Oil and Gas Evaluation (“COGE”) Handbook, National Instrument 51-101 (NI 51-101) and SEC regulations, as applicable. On August 14, 2017, Encana was granted an exemption by the Canadian Securities Administrators from the requirements under NI 51-101 that each qualified reserves evaluator or qualified reserves auditor appointed under section 3.2 of NI 51-101 and who execute the report under Item 2 of Section 2 of NI 51-101 be independent of Encana. Detailed Canadian and U.S. protocol disclosure will be contained in the Form 51-101F1 and Annual Report on Form 10-K, respectively, as described in Note 2. Additional detail regarding Encana’s economic contingent resources disclosure will be available in the Supplemental Disclosure Document filed concurrently with the Form 51-101F1. Information on the forecast prices and costs used in preparing the Canadian protocol estimates will be contained in the Form 51-101F1. For additional information relating to risks associated with the estimates of reserves and resources, see “Item 1A. Risk Factors” of the Annual Report on Form 10-K.

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. Proved reserves are those reserves which 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. 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 or less than the sum of the estimated proved plus probable reserves. The conversion of natural gas volumes to barrels of oil equivalent (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.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains certain forward-looking statements or information (collectively, “FLS”) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. FLS include: Encana’s leading position and the quality of the plays in North America; success of and benefits from innovation, including cube development approach; performance relative to type curves; expectation to integrate operations and lower well costs, including timing thereof; expected well productivity, efficiencies, product types and growth, including impact of commodity prices; anticipated hedging and outcomes of risk management program, including amount of hedged production; anticipated dividends; and suspension of DRIP. Readers are cautioned against unduly relying on FLS 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: future commodity prices and differentials; assumptions contained in the Company’s corporate guidance; data contained in key modeling statistics; availability of attractive hedges and enforceability of risk management program; access to transportation and processing facilities; and expectations and projections made in light of, and generally consistent with, Encana’s historical experience and its perception of historical trends. Risks and uncertainties that may affect these outcomes include: ability to generate sufficient cash flow to meet obligations; commodity price volatility; ability to secure adequate transportation and potential pipeline curtailments; variability and discretion of Encana’s board of directors to declare and pay dividends, if any; timing and costs of well, facilities and pipeline construction; business interruption, property and casualty losses or unexpected technical

 

Encana Corporation    5


difficulties; counterparty and credit risk; impact of changes in credit rating and access to sources of liquidity; fluctuations in currency and interest rates; risks inherent in Encana’s corporate guidance; failure to achieve 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; risks associated with existing and potential lawsuits and regulatory actions made against Encana; impact of disputes arising with its partners, including suspension of certain obligations and inability to dispose of assets or interests in certain arrangements; Encana’s ability to acquire or find additional reserves; imprecision of reserves estimates and estimates of recoverable quantities of liquids and natural gas; risks associated with past and future acquisitions or divestitures of certain assets or other transactions or receipt of 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 in its most recent Annual Report on Form 10-K and as described from time to time in Encana’s other periodic filings as filed on SEDAR and EDGAR.

Although Encana believes the expectations represented by such FLS 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. FLS are made as of the date of this news release and, except as required by law, Encana undertakes no obligation to update publicly or revise any FLS. FLS contained in this news release are expressly qualified by these cautionary statements.

Further information on Encana Corporation is available on the company’s website, www.encana.com , or by contacting:

 

Investor contact:

(281) 210-5110

(403) 645-3550

  

Media contact:

(281) 210-5253

SOURCE: Encana Corporation

 

Encana Corporation    6

Exhibit 99.3

 

LOGO    news release

Encana discloses 2019 full-year proforma guidance

Plan to deliver unique combination of free cash flow, return of cash to shareholders and high-margin liquids growth

 

   

2019 full-year proforma capital investment plan set at $2.7 to $2.9 billion, with more than 75 percent allocated to its Core 3 liquids plays—Permian, Anadarko and Montney

 

   

Company proceeding with plan to return cash to shareholders through $1.25 billion share buyback and recent dividend increase of 25 percent

 

   

Expect to deliver non-GAAP free cash flow in a low-to-mid $50 per barrel WTI oil price environment

 

   

Proforma liquids production growth from Core 3 expected to be approximately 15 percent over proforma 2018

 

   

Liquids expected to comprise more than 50 percent of expected 2019 proforma annual production

CALGARY, Feb. 28, 2019 — Encana (NYSE, TSX: ECA) announced its 2019 capital investment program. The outlook is aligned with Encana’s strategy which returns cash to shareholders through disciplined investments to profitably grow liquids in its Core 3 plays. In addition, the Company’s fourth quarter and year-end 2018 financial and operating results were issued in a separate release today and a conference call with analysts and investors is scheduled for 7 a.m. MT (9 a.m. ET). Please see dial-in details within this release. For more detailed information on the Company’s assets, please refer to the 2019 Guidance and 2018 Results presentation and asset overviews at https://www.encana.com/investors/ .

“We are confident that Encana has the building blocks to drive future value creation for our owners,” said Doug Suttles, Encana President & CEO. “Our people have a strong track record of execution and are leading the industry in efficient development of our Core 3 plays. Our 2019 proforma outlook maximizes returns, profitably grows liquids production, generates free cash flow and returns cash to shareholders through our share buyback and expanded dividend programs.

“Our recent merger with Newfield Exploration is aligned with our strategy and provides Encana with a leading position in the Anadarko Basin of Oklahoma. We’ve moved rapidly to integrate Newfield with Encana. Since closing, we have reorganized the combined company and are on track to exceed the G&A savings we identified at the time of the transaction announcement. We have eliminated duplicative roles and streamlined the combined business,” added Suttles. “Our focus today has moved to operations where we are applying our core competencies in cube development, optimized completions, and using our proven supply chain management practices to rapidly reduce Anadarko well costs by at least $1 million per well. Today’s Encana provides multi-basin investment optionality and large, premium positions in the liquids-rich Permian, Anadarko and Montney.”

2019 full-year proforma outlook highlights

Encana’s 2019 full-year proforma outlook includes estimates of Newfield activity, including capital expenditures and production volumes from January 1, 2019 through to the close of the transaction on February 13, 2019. See the table on page two of this news release and visit Encana’s website for a reconciliation of 2019 full-year proforma results and 2019 reportable results.

 

   

Encana’s full-year proforma capital budget for 2019 is $2.7 to $2.9 billion (includes approximately $200 million associated with Newfield operations from January 1, 2019 through to the close of the transaction on February 13, 2019). More than 75 percent of the capital investments will be allocated to its Core 3 liquids plays – Permian, Anadarko and Montney. The remainder of the budget will be allocated to maximize cash flow from its other high-margin liquids assets.

 

   

The Company is proceeding with its previously announced programs to return cash to shareholders through a $1.25 billion share buyback and its 25 percent dividend increase.

 

   

Under the 2019 proforma outlook, liquids are expected to comprise over half of total proforma production. Full-year proforma liquids production is expected to be 300,000 to 320,000 barrels per day (bbls/d) and total company production is expected to be 560,000 to 600,000 barrels of oil equivalent per day (BOE/d).

 

   

The Company’s Core 3 assets are expected to generate approximately 15 percent year-over-year proforma liquids growth in 2019.

 

Encana Corporation    1


   

Encana’s streamlined organizational structure positions it to surpass the original target of $125 million in annualized G&A cost savings.

 

   

The 2019 proforma outlook is expected to maintain Encana’s strong capital structure. Since 2013, long-term debt has been reduced by nearly $3 billion and the Company intends to manage its mid-cycle leverage target of 1.5x. At year-end 2018, Encana had more than $5 billion of total liquidity including approximately $1.1 billion in cash and cash equivalents on hand and $4 billion available through the Company’s undrawn credit facilities.

Encana and Newfield transaction update

Encana closed its acquisition of Newfield Exploration Company on February 13, 2019. Newfield’s average production during the fourth quarter of 2018 was more than 200,000 BOE/d, including over 125,000 bbls/d of liquids. On a proforma basis, 2018 combined Encana and Newfield production would have averaged more than 555,000 BOE/d including approximately 290,000 bbls/d of liquids.

On a reportable basis, Encana’s 2019 results will exclude Newfield legacy activity for the period January 1, 2019 to February 13, 2019. Visit Encana’s website for additional details on the 2019 Guidance.

Reconciliation of Full-Year Proforma Guidance to Reportable

 

2019 Guidance: Reportable Versus Full Year Proforma

 
     2019F Reportable      Impact of Newfield      Full Year Proforma  

Capital Investments ($ Billion)

   $ 2.5 - $2.7      $ 0.2      $ 2.7 - $2.9  
  

 

 

    

 

 

    

 

 

 

Total Liquids (Mbbls/d)

     290 - 310        13        300 - 320  
  

 

 

    

 

 

    

 

 

 

Natural Gas (MMcf/d)

     1,500 - 1,600        50        1,550 - 1,650  
  

 

 

    

 

 

    

 

 

 

Total Production (MBOE/d)

     540 - 580        22        560 - 600  
  

 

 

    

 

 

    

 

 

 

Total Costs per BOE *

(Upstream Transportation and Processing, Operating, Production and Mineral Taxes plus Corporate G&A)

   $ 12.75 - $13.25        —        $ 12.75 - $13.25  
  

 

 

    

 

 

    

 

 

 

 

2019F Reportable:

Impact of Newfield:

Full year Proforma:

  

ECA plus Newfield post close February 13, 2019

Estimated Newfield activity January 1, 2019 – February 13, 2019

Results of ECA + Newfield combined for all of 2019

 

*

Combined operating, T&P and G&A costs per BOE excludes the impact of long-term incentive costs and restructuring costs. Bow office building lease costs are included in these combined costs.

Risk management program

As of February 15, 2019, on a full-year proforma basis, Encana has hedged approximately 87,500 bbls/d of expected oil and condensate production at an average price of $59.92 per barrel. The Company has about 1,043 MMcf/d of its expected natural gas production for the year hedged at an average price of $2.87 per thousand cubic feet (Mcf).

Conference call information

A conference call and webcast to discuss the 2018 fourth quarter and year-end results will be held for the investment community the same day at 7 a.m. MT (9 a.m. ET). To participate, please dial 888-231-8191 (toll-free in North America) or 647-427-7450 (international) approximately 10 minutes prior to the conference call.

The live audio webcast of the 2018 fourth quarter and year-end conference call, including slides, will also be available on Encana’s website, under Investor/Presentations & Events. The webcast will be archived for approximately 90 days.

Encana Corporation

Encana Corporation (“Encana”) is a leading North American energy producer that is focused on developing its strong portfolio of resource plays, held directly and indirectly through its subsidiaries, producing oil, natural gas liquids (NGLs) and natural gas. By partnering with employees, community organizations and other businesses, Encana contributes to the strength and sustainability of the communities where it operates. Encana common shares trade on the Toronto and New York stock exchanges under the symbol ECA.

 

Encana Corporation    2


Important information

Encana reports in U.S. dollars unless otherwise noted. Production, sales and reserves estimates are reported on an after-royalties basis, unless otherwise noted. The term liquids is used to represent oil, NGLs and condensate. The term liquids-rich is used to represent natural gas streams with associated liquids volumes. Unless otherwise specified or the context otherwise requires, references to Encana or to the company includes reference to subsidiaries of and partnership interests held by Encana Corporation and its subsidiaries.

NOTE 1: Non-GAAP measures

Certain measures in this news release 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 companies and should not be viewed as a substitute for measures reported under U.S. GAAP. For additional information regarding non-GAAP measures, see the Company’s website. This news release contains references to non-GAAP measures as follows:

 

   

Non-GAAP Cash Flow is a non-GAAP measure defined as cash from (used in) operating activities excluding net change in other assets and liabilities, net change in non-cash working capital and current tax on sale of assets. Non-GAAP Free Cash Flow is a non-GAAP measure defined as Non-GAAP Cash Flow in excess of capital investment, excluding net acquisitions and divestitures.

ADVISORY REGARDING OIL AND GAS INFORMATION - The conversion of natural gas volumes to barrels of oil equivalent (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.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains certain forward-looking statements or information (collectively, “FLS”) within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. FLS include: 2019 capital investment plan and allocation thereof; plan to return cash to shareholders, including anticipated dividends and amount of share buyback, including timing thereof; production, growth and commodity composition of total production; development of plays; commitment to maximizing returns, growing high-margin liquids production, generating free cash flow, and returning cash to shareholders, including impact of certain commodity prices; timing of integration and application of cube development approach to acquired assets; anticipated costs; optimized completions and supply chain management practices to reduce costs; and maintaining capital structure including anticipated leverage target. Readers are cautioned against unduly relying on FLS 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: future commodity prices and differentials; foreign exchange rates; assumptions contained in the Company’s corporate guidance; data contained in key modeling statistics; results from innovations; availability of attractive hedges and enforceability of risk management program; access to transportation and processing facilities; assumed tax, royalty and regulatory regimes; and expectations and projections made in light of, and generally consistent with, Encana’s historical experience and its perception of historical trends. Risks and uncertainties that may affect these outcomes include: ability to generate sufficient cash flow to meet obligations; commodity price volatility; ability to secure adequate transportation and potential pipeline curtailments; variability and discretion of Encana’s board of directors to declare and pay dividends, if any; timing and costs of well, facilities and pipeline construction; business interruption, property and casualty losses or unexpected technical difficulties; counterparty and credit risk; impact of changes in credit rating and access to sources of liquidity; fluctuations in currency and interest rates; risks inherent in Encana’s corporate guidance; failure to achieve 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; risks associated with existing and potential lawsuits and regulatory actions made against Encana; impact of disputes arising with its partners, including suspension of certain obligations and inability to dispose of assets or interests in certain arrangements; Encana’s ability to acquire or find additional reserves; imprecision of reserves estimates and estimates of recoverable quantities of liquids and natural gas; risks associated with past and future acquisitions or divestitures of certain assets or other transactions or receipt of 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 in its most recent Annual Report on Form 10-K and as described from time to time in Encana’s other periodic filings as filed on SEDAR and EDGAR.

Although Encana believes the expectations represented by such FLS 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. FLS are made as of the date of this news release and, except as required by law, Encana undertakes no obligation to update publicly or revise any FLS. FLS contained in this news release are expressly qualified by these cautionary statements.

Further information on Encana Corporation is available on the company’s website, www.encana.com , or by contacting:

 

Investor contact:

(281) 210-5110

(403) 645-3550

  

Media contact:

(281) 210-5253

SOURCE: Encana Corporation

 

Encana Corporation    3