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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 40-F

 

(Check One)

 

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

 

or

 

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

 

For the fiscal year ended December 31, 2005

 

Commission file number 1-15226

 

ENCANA CORPORATION

(Exact name of registrant as specified in its charter)

 

Canada

 

1311

 

Not applicable

(Province or other jurisdiction of
incorporation or organization)

 

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

 

(I.R.S. Employer
Identification Number (if
Applicable))

 

1800-855 2nd Street, S.W., P.O. Box 2850, Calgary, Alberta, Canada T2P 2S5
(403) 645-2000

(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

CT Corporation System, 111 8th Avenue, New York, NY 10011
(212) 894-8940

(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)

 

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

 

Title of each class

 

Name of each exchange on which registered

Common Shares

 

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:

 

ý Annual Information Form

 

ý 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: 859,253,318 common shares

 

Indicate by check mark whether the registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).  If “Yes” is marked, indicate the file number assigned to the registrant in connection with such rule.

 

Yes o

 

No ý

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of 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 ý

 

No o

 

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 S-8 (File Nos. 333-124218, 333-85598 and 333-13956) and Form F-9 (File Nos. 333-113732 and 333-118737).

 

 



 

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, 2005;

 

(b)                                 Management’s Discussion and Analysis for the fiscal year ended December 31, 2005; and

 

(c)                                  Consolidated Financial Statements for the fiscal year ended December 31, 2005 (Note 19 to the Consolidated Financial Statements relates to United States Accounting Principles and Reporting (U.S. GAAP)).

 

40-F1


LOGO

ANNUAL INFORMATION FORM

February 17, 2006



ENCANA CORPORATION

ANNUAL INFORMATION FORM

        This is the annual information form of EnCana Corporation ("EnCana" or the "Corporation") for the year ended December 31, 2005. In this annual information form, unless otherwise specified or the context otherwise requires, reference to "EnCana" or to the "Corporation" includes reference to subsidiaries of and partnership interests held by EnCana Corporation and its subsidiaries.

        Unless otherwise specified, all dollar amounts are expressed in United States ("U.S.") dollars and all references to "dollars" or to "$" are to U.S. dollars and all references to "C$" are to Canadian dollars. All production and reserves information is presented on an after royalties basis consistent with U.S. protocol reporting.

        Unless otherwise indicated, all financial information included in this annual information form is determined using Canadian generally accepted accounting principles ("Canadian GAAP"), which differs from generally accepted accounting principles in the United States ("U.S. GAAP"). The notes to EnCana's audited consolidated financial statements contain a discussion of the principal differences between EnCana's financial results calculated under Canadian GAAP and under U.S. GAAP.

i


TABLE OF CONTENTS

 
  Page
NOTE REGARDING FORWARD-LOOKING STATEMENTS   1
NOTE REGARDING RESERVES DATA AND OTHER OIL AND GAS INFORMATION   2
CORPORATE STRUCTURE   3
  Name and Incorporation   3
  Intercorporate Relationships   3
GENERAL DEVELOPMENT OF THE BUSINESS   4
  Upstream   4
  Midstream & Marketing   6
NARRATIVE DESCRIPTION OF THE BUSINESS   8
  UPSTREAM   9
    Canada   9
    United States   15
    Frontier and International New Ventures   17
    Ecuador   19
  MIDSTREAM & MARKETING   20
  RESERVES AND OTHER OIL AND GAS INFORMATION   23
    Reserve Quantities Information   23
    Other Disclosures About Oil and Gas Activities   25
    Sales Volumes, Royalty Rates and Per-Unit Results   29
    Drilling Activity   40
    Location of Wells   42
    Interest in Material Properties   43
    Acquisitions, Dispositions and Capital Expenditures   45
    Delivery Commitments   46
  GENERAL   46
    Competitive Conditions   46
    Environmental Protection   46
    Social and Environmental Policies   46
    Employees   47
    Foreign Operations   48
    Reorganizations   48
DIRECTORS AND OFFICERS   48
AUDIT COMMITTEE INFORMATION   51
DESCRIPTION OF SHARE CAPITAL   54
CREDIT RATINGS   55
MARKET FOR SECURITIES   56
DIVIDENDS   57
LEGAL PROCEEDINGS   57
RISK FACTORS   57
TRANSFER AGENTS AND REGISTRARS   62
INTERESTS OF EXPERTS   62
ADDITIONAL INFORMATION   63
APPENDIX A — Report on Reserves Data by Independent Qualified Reserves Evaluators   64
APPENDIX B — Report of Management and Directors on Reserves Data and Other Information   66
APPENDIX C — Audit Committee Mandate   67

ii


NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This annual information form contains certain forward-looking statements or information (collectively referred to in this note as "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "projected", "anticipate", "believe", "expect", "plan", "intend" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements in this annual information form include, but are not limited to, statements with respect to: oilsands strategy and the effect of this strategy, timing and completion of the sale of the Ecuador assets, the Chinook heavy oil discovery, the natural gas storage business and the Entrega Pipeline, plans to import diluent, capital investment levels and the allocation thereof, drilling plans and the timing and location thereof, production capacity and levels and the timing of achieving such capacity and levels, pipeline capacity, the timing of pipeline and new plant construction, the timing of completion of the environmental assessment on the Suffield Block, the timing of completion of the Foster Creek and Christina Lake expansions, the completion of waterflood implementation at Pelican Lake, government royalty rates, the results of the U.S. Bureau of Land Management decision regarding the Jonah area, the potential for natural gas resource play development on the Foix permit lands, reserves estimates, storage capacity, the level of expenditures for compliance with environmental regulations, site restoration costs including abandonment and reclamation costs, pending litigation, exploration plans, acquisition and disposition plans, including farmout plans, the timing of acquisitions, net cash flows, geographical expansion and plans for seismic surveys.

        Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other things contemplated by the forward-looking statements will not occur. 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. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in this annual information form include, but are not limited to: volatility of and assumptions regarding oil and natural gas prices, assumptions based upon EnCana's current guidance, fluctuations in currency and interest rates, product supply and demand, market competition, risks inherent in EnCana's North American and foreign oil and natural gas and midstream operations, risks of war, hostilities, civil insurrection and instability affecting countries in which EnCana and its subsidiaries operate and terrorist threats, risks inherent in EnCana's and its subsidiaries' marketing operations, including credit risk, imprecision of reserves estimates and estimates of recoverable quantities of oil, natural gas and liquids from resource plays and other sources not currently classified as proved reserves, EnCana's and its subsidiaries' ability to replace and expand oil and natural gas reserves, risks associated with technology, EnCana's ability to generate sufficient cash flow from operations to meet its current and future obligations, EnCana's ability to access external sources of debt and equity capital, general economic and business conditions, EnCana's ability to enter into or renew leases, the timing and costs of gas storage facility, well and pipeline construction, EnCana's ability to make capital investments and the amounts of capital investments, imprecision in estimating the timing, costs and levels of production and drilling, the results of exploration, development and drilling, imprecision in estimates of future production capacity, EnCana's and its subsidiaries' ability to secure adequate product transportation, uncertainty in the amounts and timing of royalty payments, imprecision in estimates of product sales, changes in environmental and other regulations or the interpretation of such regulations, risks associated with existing and potential future lawsuits and regulatory actions against EnCana and its subsidiaries, political and economic conditions in the countries in which EnCana and its subsidiaries operate including Ecuador, difficulty in obtaining necessary regulatory approvals and such other risks and uncertainties described from time to time in EnCana's reports and filings with the Canadian securities authorities and the United States Securities and Exchange Commission (the "SEC"). Statements relating to "reserves" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated, and can be profitably produced in the future. Readers are cautioned that the foregoing list of important factors is not exhaustive. The forward-looking statements contained in this annual information form are made as of the date hereof and EnCana undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this annual information form are expressly qualified by this cautionary statement.

1


NOTE REGARDING RESERVES DATA AND OTHER OIL AND GAS INFORMATION

        National Instrument 51-101 ("NI 51-101") of the Canadian Securities Administrators imposes oil and gas disclosure standards for Canadian public companies engaged in oil and gas activities. NI 51-101 and its companion policy specifically contemplate the granting of exemptions from some of the disclosure standards prescribed by NI 51-101 to companies that are active in the U.S. capital markets, to permit the substitution of the standards required by the SEC in order to provide for comparability of oil and gas disclosure with that provided by U.S. and other international issuers. EnCana has obtained an exemption from Canadian securities regulatory authorities to permit it to provide disclosure in accordance with the relevant legal requirements of the SEC. Accordingly, the reserves data and other oil and gas information included or incorporated by reference in this annual information form is disclosed in accordance with U.S. disclosure requirements and practices. Such information, as well as the information that EnCana discloses in the future in reliance on the exemption, may differ from the corresponding information prepared in accordance with NI 51-101 standards.

        The primary differences between the U.S. requirements and the NI 51-101 requirements are that (i) the U.S. standards require disclosure only of proved reserves, whereas NI 51-101 requires disclosure of proved and probable reserves, and (ii) the U.S. standards require that the reserves and related future net revenue be estimated under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made, whereas NI 51-101 requires disclosure of proved reserves and the related future net revenue estimated using constant prices and costs as at the effective date of the estimation, and of proved and probable reserves and related future net revenue using forecast prices and costs. The definitions of proved reserves also differ, but according to the Canadian Oil and Gas Evaluation Handbook (the reference source for the definition of proved reserves under NI 51-101), differences in the estimated proved reserve quantities based on constant prices should not be material. EnCana concurs with this assessment.

        EnCana has disclosed proved reserve quantities using the standards contained in SEC Regulation S-X, and the standardized measure of discounted future net cash flows relating to proved oil and gas reserves determined in accordance with United States Statement of Financial Accounting Standards No. 69 "Disclosures About Oil and Gas Producing Activities" ("SFAS 69").

        Under U.S. disclosure standards, reserves and production information is disclosed on a net basis (after royalties). The reserves and production information contained in this annual information form is shown on that basis.

        In this annual information form, certain crude oil and natural gas liquids ("NGLs") volumes have been converted to millions of cubic feet equivalent ("MMcfe") or thousands of cubic feet equivalent ("Mcfe") on the basis of one barrel ("bbl") to six thousand cubic feet ("Mcf"). Also, certain natural gas volumes have been converted to barrels of oil equivalent ("BOE") on the same basis. MMcfe, Mcfe and BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the well head.

2


CORPORATE STRUCTURE

Name and Incorporation

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

        EnCana was formed through the business combination (the "Merger"), on April 5, 2002, of Alberta Energy Company Ltd. ("AEC") and PanCanadian Energy Corporation ("PanCanadian").

        On April 27, 2005, EnCana amended its articles to effect a two-for-one share split.

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 partnerships as at December 31, 2005. Each of these subsidiaries and partnerships had total assets that exceeded 10 percent of the total consolidated assets of EnCana or revenues that exceeded 10 percent of the total consolidated revenues of EnCana as at and for the year ended December 31, 2005:

Subsidiaries & Partnerships
  Percentage Owned(1)
  Jurisdiction of Incorporation, Continuance or Formation
 

EnCana Western Resources Ltd.(2)   100   Alberta  
EnCana Oil & Gas Partnership   100   Alberta  
EnCana USA Holdings   100   Delaware  
3080763 Nova Scotia Company   100   Nova Scotia  
Alenco Inc.   100   Delaware  
EnCana Oil & Gas (USA) Inc.   100   Delaware  
EnCana Marketing (USA) Inc.   100   Delaware  
AECO Gas Storage Partnership   100   Alberta  

Notes:

(1)
Includes indirect ownership.

(2)
Formerly EnCana West Ltd. (name was changed to EnCana Western Resources Ltd. on December 21, 2005). EnCana Western Resources Ltd. was wound up into EnCana Corporation on January 2, 2006.

        The above table does not include all of the subsidiaries and partnerships of EnCana. The assets and revenues of unnamed subsidiaries and partnerships in the aggregate did not exceed 20 percent of the total consolidated assets or total consolidated revenues of EnCana as at and for the year ended December 31, 2005.

3


GENERAL DEVELOPMENT OF THE BUSINESS

        EnCana is one of North America's leading natural gas producers, is among the largest holders of natural gas and oil resource lands onshore North America and is a technical and cost leader in the in-situ recovery of oilsands bitumen. EnCana pursues growth from its portfolio of long-life resource plays situated in Canada and the United States. Contained in unconventional reservoirs, resource plays are large contiguous accumulations of hydrocarbons, located in thick or areally extensive deposits, that typically have lower geological and commercial development risk, lower average long-term decline rates and very long producing lives compared to conventional plays. The Corporation is also engaged in select exploration and production activities internationally.

        Following the Merger in 2002, the majority of EnCana's Upstream operations were located in Canada, the U.S., Ecuador and the U.K. central North Sea. From the time of the Merger through early 2004, EnCana focused on the development and expansion of its highest growth, highest return assets in these key areas. In 2004 and 2005, EnCana sharpened its strategic focus to concentrate on its inventory of North American resource play assets. In focusing its portfolio of assets, the Corporation completed a number of acquisitions and dispositions during the past three years. A portion of the disposition proceeds were used to fund EnCana's normal course issuer bid program (the "Bid"). In 2005, EnCana purchased approximately 55 million shares under the Bid for approximately $1.9 billion. For further information, refer to "Market For Securities" in this annual information form.

        EnCana operates under two main divisions: (i) Upstream; and (ii) Midstream & Marketing. The following describes the significant events in the last three years that have taken place in these divisions. In this section, all disposition proceeds are provided on a before tax basis unless otherwise noted.

Upstream

        The Upstream division manages EnCana's exploration for, and development and production of, natural gas, crude oil and NGLs and other related activities.

2005 Projects:

In November 2005, EnCana announced plans to examine a number of proposals from other companies, including major multinationals, integrated producers and international oil companies, who are interested in participating in the development of EnCana's oilsands assets. The Corporation is considering creative business opportunities which may include equity investments, farm-ins, asset swaps, long-term bitumen supply agreements and the integration of upstream and downstream assets. These initiatives are expected to help EnCana enhance the value and accelerate the development of its oilsands resources.

2005 Acquisitions:

In September 2005, a subsidiary of EnCana completed the purchase of approximately 325,000 net acres of exploration land in the Maverick Basin in southwest Texas for approximately $148 million.

In the fourth quarter of 2005, a subsidiary of EnCana completed the purchase of approximately 24,000 total net acres (2,000 net developed acres) of development land in the Fort Worth Basin for approximately $178 million. The purchase included properties producing approximately 16 million cubic feet per day of natural gas.

2005 Dispositions:

In May 2005, subsidiaries of EnCana completed the sale of the Corporation's Gulf of Mexico assets for approximately $2.1 billion ($1.5 billion after taxes and other adjustments). The Gulf of Mexico assets included the Corporation's interests in the Tahiti, Tonga, Sturgis, Sawtooth, Jack and St. Malo discoveries. EnCana had an average 40 percent interest in 239 exploration blocks covering approximately 1.4 million gross acres in the Gulf of Mexico.

In June 2005, EnCana completed the sale of western Canadian conventional oil and natural gas assets producing approximately 6,400 barrels of oil equivalent per day for approximately $321 million.

4


        In addition to the transactions completed in 2005, EnCana has a number of dispositions in progress. In October 2004, EnCana announced its intention to dispose of its Ecuador assets. The Ecuador assets include interests in five Oriente Basin blocks (Tarapoa Block, Block 14, Block 17, Shiripuno Block and EnCana's economic interest in relation to Block 15) and a 36.3 percent interest in the Oleoducto de Crudos Pesados ("OCP") pipeline. In September 2005, the Corporation reached an agreement to sell all of its interests in Ecuador for approximately $1.42 billion. The effective date of the sale is July 1, 2005. The sale is subject to approval by the Government of Ecuador, regulatory approvals and other closing conditions. EnCana expects the sale to close in the first quarter of 2006. Ecuador is reported as discontinued operations for financial reporting purposes.

        In November 2005, the Corporation reached an agreement to sell its 50 percent interest in the Chinook heavy oil discovery offshore Brazil for approximately $350 million. The sale is subject to regulatory approvals and other closing conditions and is expected to close in the first quarter of 2006.

2004 Acquisitions:

In the first quarter of 2004, a subsidiary of EnCana completed the purchase, through two separate transactions, of additional interests in the U.K. central North Sea, for net cash consideration of approximately $131 million.

In May 2004, a subsidiary of EnCana completed the acquisition of Tom Brown, Inc. ("Tom Brown") for total consideration of approximately $2.7 billion, including debt of approximately $406 million. Tom Brown was a resource play focused, natural gas exploration and production company headquartered in Denver, Colorado. At the time of the acquisition, Tom Brown had assets in the Piceance, Green River, Wind River, Paradox, East Texas, Permian and Western Canada Sedimentary basins.

In December 2004, a subsidiary of EnCana purchased natural gas assets in the Fort Worth Basin of north Texas for approximately $251 million.

2004 Dispositions:

In February 2004, EnCana sold its 53.3 percent interest in Petrovera Resources ("Petrovera"), an Alberta partnership that produces heavy oil in western Canada, for net cash consideration of approximately $287 million. In order to facilitate the transaction, the Corporation purchased the 46.7 percent interest of its partner for approximately $253 million and then sold the 100 percent interest in Petrovera for a total of approximately $540 million.

In July 2004, a subsidiary of EnCana sold assets in New Mexico for approximately $228 million.

In August 2004, EnCana sold conventional natural gas properties in northeast Alberta for approximately $225 million.

In September 2004, the Corporation sold conventional oil and gas assets for approximately $388 million. This transaction included properties in east central and southern Alberta producing predominantly medium and heavy oil.

In December 2004, a subsidiary of EnCana completed the sale of all of its U.K. central North Sea assets for approximately $2.1 billion. These interests included a 43.2 percent interest in the Buzzard oil field, a 41.0 and 54.3 percent interest, respectively, in the Scott and Telford oil fields, other satellite discoveries, plus interests in exploration licences covering more than 740,000 net acres in the central North Sea.

2003 Acquisitions:

In January 2003, EnCana acquired reserves and production in Ecuador from Vintage Petroleum, Inc. for net cash consideration of approximately $116 million.

In September 2003, EnCana completed the acquisition of approximately 500,000 net acres of prospective natural gas development lands in Cutbank Ridge, which is located in the foothills of British Columbia and Alberta. EnCana purchased a majority interest in 39 parcels of land totalling roughly 350,000 net acres for

5


In October 2003, a subsidiary of EnCana exchanged its non-operated interest in the Llano discovery in the Gulf of Mexico with a third party for an additional 14 percent interest in each of the Scott and Telford fields in the U.K. central North Sea, which were received by another subsidiary of EnCana.

2003 Dispositions:

In 2003, in two separate transactions, EnCana completed the sale of its 13.75 percent working interest and a gross overriding royalty in the Syncrude Joint Venture ("Syncrude") for net cash consideration of approximately $1 billion. Syncrude operates a facility in northeast Alberta which produces crude oil from oilsands.

        Over the past three years, EnCana completed a number of other acquisitions and dispositions not listed above. The majority of these transactions were individually valued at less than $100 million.

Midstream & Marketing

        EnCana's Midstream & Marketing division encompasses the Corporation's market optimization activities and remaining midstream assets. The division was involved in a number of strategic projects over the past three years. In conjunction with the Corporation's resource play focus, EnCana has divested a number of its midstream assets and is currently in the process of divesting the majority of its remaining midstream assets. As a result, Midstream is reported as discontinued operations for financial reporting purposes.

2005 Projects:

In September and October 2005, a wholly owned partnership of EnCana signed agreements with Methanex Corporation ("Methanex") and Provident Energy Ltd. ("Provident") under which Methanex will provide terminalling services to EnCana at Methanex's terminal facilities at Kitimat, British Columbia, and Provident will provide terminalling services to EnCana at Provident's terminal facilities at Redwater, Alberta. EnCana plans to import up to 25,000 barrels per day of offshore diluent to help transport its growing oilsands production in northeast Alberta to markets in the U.S.

In December 2005, Entrega Gas Pipeline LLC ("Entrega"), an affiliate of EnCana Oil & Gas (USA) Inc., completed material portions of the construction of the first segment of its U.S. Federal Energy Regulatory Commission ("FERC") regulated pipeline project (the "Entrega Pipeline"), from Meeker Hub, Colorado to Wamsutter, Wyoming. This first segment of the pipeline is expected to be in service in February 2006, and has a capacity of up to approximately 750 million cubic feet per day.

2005 Dispositions:

In December 2005, EnCana and certain affiliates completed the sale of substantially all of their natural gas liquids processing business for approximately $625 million. The divested assets included interests in four NGLs extraction plants at Empress, Alberta, storage and fractionation assets in Saskatchewan, eastern Canada and the U.S. and EnCana's 100 percent interest in Kinetic Resources, an NGLs marketer.

        In June 2005, EnCana announced plans to divest of its natural gas storage business. EnCana has North America's largest independent natural gas storage network, with approximately 174 billion cubic feet of working gas capacity at five facilities in Alberta, California and Oklahoma. EnCana plans to retain ownership of the Hythe facility, which has a capacity of approximately 10 billion cubic feet. The Corporation expects the sale to close in the second quarter of 2006.

        In November 2005, EnCana entered into an agreement to sell Entrega to the Kinder Morgan-Sempra Pipelines & Storage project group ("KMP"). The sale is contingent upon the successful completion of certain conditions related to exit capacity from the U.S. Rockies production areas. The sale is anticipated to close in the first quarter of 2006 and will include all of the assets of the FERC-regulated company.

6



2004 Projects:

In March 2004, a 10 billion cubic feet expansion was completed at the Wild Goose natural gas storage facility in northern California. The expansion increased the total working gas capacity to approximately 24 billion cubic feet.

2004 Dispositions:

In December 2004, EnCana sold its 25 percent non-operated partnership interest in the Kingston CoGen Limited Partnership ("Kingston CoGen") for net cash consideration of approximately $25 million. Kingston CoGen owns a 110 megawatt cogeneration plant in Kingston, Ontario.

In December 2004, EnCana sold its interest in the Alberta Ethane Gathering System joint venture for approximately $108 million.

2003 Projects:

In October 2003, the first phase of the Countess natural gas storage facility became operational, adding 10 billion cubic feet of capacity. The facility is located east of Calgary. The completion of plant facilities at Countess increased capacity to approximately 30 billion cubic feet in 2004. In 2005, EnCana received Alberta Energy and Utilities Board approval for delta pressuring, which enabled the utilization of the full design capacity of approximately 40 billion cubic feet.

2003 Dispositions:

In January 2003, EnCana completed the sale of its indirect 70 percent interest in the Cold Lake Pipeline System for approximately $270 million. Also in January 2003, EnCana completed the sale of its indirect 100 percent interest in the Express Pipeline System for approximately $778 million, which included the assumption of approximately $385 million in debt by the purchaser. EnCana retained crude oil transportation capacity on both pipelines through its existing long-term commercial contracts.

7


NARRATIVE DESCRIPTION OF THE BUSINESS

        The following map outlines EnCana's onshore North America landholdings and key resource plays as of December 31, 2005.

GRAPHIC

8


UPSTREAM

        The vast majority of EnCana's Upstream operations are located in Canada, the U.S. and Ecuador. Frontier and International New Ventures is pursuing opportunities off the East Coast of Canada, in Northern Canada, Chad, Brazil, the Middle East, Greenland and France.

        At December 31, 2005, EnCana had net proved reserves of approximately 11.8 trillion cubic feet of natural gas and 1.1 billion barrels of crude oil, bitumen and NGLs, as estimated by independent qualified reserves evaluators. Proved developed reserves comprise approximately 61 percent of total natural gas reserves, approximately 76 percent of crude oil and NGLs reserves excluding bitumen and approximately 16 percent of bitumen reserves. See "Reserves and Other Oil and Gas Information" in this annual information form.

Canada

        EnCana has an industry-leading land position in western Canada of approximately 24 million gross acres (approximately 22 million net acres, of which approximately 13 million net acres are undeveloped). The mineral rights on approximately one third of the total net acreage is owned in fee title by EnCana, which means that production is subject to a mineral tax that is generally less than the Crown royalty imposed on production from land where the government owns the mineral rights.

        EnCana's Canadian Upstream operations are divided into two regions — Canadian Plains and Canadian Foothills.

Canadian Plains Region

        The Canadian Plains Region encompasses EnCana's natural gas production activities in southern Alberta and Saskatchewan as well as the Corporation's oilsands projects at Foster Creek, Christina Lake and Borealis. Three key resource plays are located in the Canadian Plains Region: (i) Shallow Gas in southern Alberta; (ii) Coalbed Methane ("CBM") developments in southern and central Alberta; and (iii) Steam-Assisted Gravity Drainage ("SAGD") operations at Foster Creek.

        In 2005, in the Canadian Plains Region, EnCana had core capital expenditures of approximately $2,208 million and drilled approximately 3,411 net wells. EnCana's 2006 core capital investment in the Canadian Plains Region is projected to be approximately $1,800 to $1,900 million, which includes the drilling of approximately 3,100 to 3,200 net wells.

        The following table summarizes landholdings for the Canadian Plains Region as at December 31, 2005.

 
   
   
  Undeveloped Acreage
   
   
   
 
 
  Developed Acreage
  Total Acreage
   
 
Landholdings
(thousands of acres)

  Average Working
Interest

 
  Gross
  Net
  Gross
  Net
  Gross
  Net
 

Suffield   904   889   125   119   1,029   1,008   98%  
Brooks   1,218   1,193   164   153   1,382   1,346   97%  
Chinook   1,055   1,030   364   346   1,419   1,376   97%  
Central Parkland   797   649   1,367   1,271   2,164   1,920   89%  
Foster Creek   8   8   51   51   59   59   100%  
Christina Lake   1   1   44   44   45   45   100%  
Borealis       152   152   152   152   100%  
Weyburn   86   75   604   597   690   672   97%  
Other   2,712   2,391   3,869   3,601   6,581   5,992   91%  

Canadian Plains Total   6,781   6,236   6,740   6,334   13,521   12,570   93%  

9


        The following table sets forth daily average production figures for the periods indicated.

 
  Natural Gas
(MMcf/d)

  Crude Oil and NGLs
(bbls/d)

  Total Production
(MMcfe/d)

Production
(annual average)

  2005
  2004
  2005
  2004
  2005
  2004
 

Suffield   243   241   20,756   26,706   368   401  
Brooks   490   474   13,220   15,542   569   568  
Chinook   276   257   2,975   4,406   294   283  
Central Parkland   59   33   1,505   2,238   68   46  
Foster Creek       29,019   28,774   174   173  
Christina Lake       5,360   4,364   32   26  
Weyburn       13,562   14,200   81   85  
Other   280   269   23,183   30,690   419   454  

Canadian Plains Total   1,348   1,274   109,580   126,920   2,005   2,036  

Notes:

(1)
The Shallow Gas key resource play, located mainly in the Suffield and Brooks areas, had 2005 average production of approximately 625 million cubic feet per day (592 million cubic feet per day in 2004).

(2)
The CBM key resource play, located in the Chinook and Central Parkland areas, had 2005 average production of approximately 57 million cubic feet per day (17 million cubic feet per day in 2004).

        The following table summarizes EnCana's interests in producing wells as at December 31, 2005. These figures exclude wells which were capable of producing, but that were not producing as of December 31, 2005.

 
  Producing Gas Wells
  Producing Oil Wells
  Total Producing Wells
Producing Wells
(number of wells)

  Gross
  Net
  Gross
  Net
  Gross
  Net
 

Suffield   8,324   8,284   708   706   9,032   8,990  
Brooks   10,034   9,599   280   276   10,314   9,875  
Chinook   4,515   4,412   149   140   4,664   4,552  
Central Parkland   886   643   29   12   915   655  
Foster Creek       55   55   55   55  
Christina Lake       5   5   5   5  
Weyburn       687   430   687   430  
Other   2,133   1,763   1,150   764   3,283   2,527  

Canadian Plains Total   25,892   24,701   3,063   2,388   28,955   27,089  

Notes:

(1)
At December 31, 2005, the Shallow Gas key resource play had 17,038 gross producing gas wells (16,556 net gas wells).

(2)
At December 31, 2005, the CBM key resource play had 1,651 gross producing gas wells (1,507 net gas wells).

        The following describes EnCana's major producing areas or activities in the Canadian Plains Region.

Suffield

        EnCana holds interests in the Upper Cretaceous shallow natural gas horizons and deeper formations in the Suffield area in southeast Alberta. Suffield is one of the core areas of the Shallow Gas key resource play. EnCana also produces conventional heavy oil in the area. The Suffield area is largely made up of the Suffield Block, where operations are carried out by EnCana in cooperation with the Canadian military according to guidelines established under agreements with the Government of Canada. In 2003, a portion of the Suffield Block was designated as a National Wildlife Area ("NWA") and since that time no further wells have been drilled in the NWA. Prior to drilling any further infill shallow gas wells in the NWA, EnCana must complete an environmental assessment under the Canadian Environmental Assessment Act. EnCana expects to complete the assessment in 2006.

10



Brooks

        EnCana produces natural gas, crude oil and NGLs from the Cretaceous horizons in the Brooks area of southern Alberta, located east of Calgary. This area is another core area of the Shallow Gas key resource play and is largely comprised of EnCana fee title lands, covering a portion of the Palliser Block.

Chinook

        The Chinook area is located immediately east of Calgary. The majority of the Corporation's lands in the area are fee title lands on the Palliser Block for which EnCana owns the mineral rights. In addition to operations in the Upper Cretaceous shallow natural gas horizons, the Chinook area is the centre of EnCana's CBM key resource play. The CBM development in the Horseshoe Canyon formation is located within the Chinook area and covers approximately 700,000 acres. In 2005, EnCana drilled approximately 656 net CBM wells on its project area on the Palliser Block, increasing production to approximately 57 million cubic feet per day at year-end.

Central Parkland

        The Central Parkland area, located immediately north of the Chinook area, contains the northern extension of EnCana's Horseshoe Canyon CBM key resource play. EnCana holds a combination of fee and crown lands in the area. In 2005, EnCana drilled approximately 428 net CBM wells in the area, increasing production to approximately 27 million cubic feet per day at year-end. In December 2005, EnCana purchased approximately 218,000 net acres of land in the area for prospective CBM development in the Mannville formation, for approximately $138 million.

Oilsands

        EnCana has two primary SAGD operations in the Athabasca oilsands region of northeast Alberta: (i) Foster Creek; and (ii) Christina Lake. EnCana has also identified another potential SAGD development opportunity in a third location, Borealis, located north of Fort McMurray.

        In November 2005, EnCana announced plans to examine a number of proposals from other companies that would enable the Corporation to accelerate the development of its oilsands resources. EnCana is considering a number of initiatives, which may include equity investments, farm-ins, asset swaps, long-term bitumen supply agreements and the integration of upstream and downstream assets. The Corporation holds approximately 1.2 million net acres within the Athabasca oilsands area, which includes the ownership of approximately 685,000 net acres and the exclusive rights to lease an additional 557,000 net acres on the Cold Lake Air Weapons Range.

        EnCana has a 100 percent working interest in Foster Creek, one of the Corporation's key crude oil resource plays. EnCana holds surface access and petroleum and natural gas rights for natural gas and oilsands exploration, development and transportation from areas within the Cold Lake Air Weapons Range (Primrose Block) which were granted by the Government of Canada. EnCana has acquired, and has certain rights to acquire, oilsands leases wherever deposits of bitumen are identified within the areas for which petroleum and natural gas lease rights are held. EnCana is currently operating a thermal oil recovery project in the Foster Creek area of the Primrose Block using SAGD technology.

        Crude oil production at Foster Creek in 2005 averaged approximately 29,000 barrels per day. In the fourth quarter of 2005, EnCana completed the first stage of an expansion which added an additional 10,000 barrels per day of capacity. The second stage of the expansion, which is projected to add an additional 20,000 barrels per day of capacity, is expected to be completed in late 2006. The expansion is anticipated to increase EnCana's productive capacity at Foster Creek to 60,000 barrels per day.

        EnCana continues to research and develop technologies to increase recovery and decrease the costs of extracting crude oil bitumen from oilsands. One focus area is alternate methods of artificial lift where EnCana is operating alternative pump designs that are expected to enable the Corporation to optimize SAGD performance by operating at lower pressures, thereby realizing lower steam-oil ratios and decreasing facility capital costs. At

11



December 31, 2005, EnCana had 32 wells on electrical submersible pumps at Foster Creek, and the Corporation expects to continue to utilize this technology on new SAGD wells.

        Another focus area is to reduce the reliance on steam in bitumen production. EnCana has piloted two technologies using solvents as part of the extraction process. The Vapex process, which uses solvent in place of steam, was piloted at Foster Creek from 2002 to 2005. The outcome of the pilot is currently under review. The Solvent Aided Process ("SAP") is discussed in the Christina Lake section below.

        EnCana continues to operate its 80 megawatt, natural gas-fired cogeneration facility in conjunction with its SAGD operation at Foster Creek. The steam generated by the facility is being used within the SAGD operation and the excess power generated is being sold into the Alberta Power Pool grid.

        EnCana has a 100 percent owned thermal crude oil recovery pilot project at Christina Lake which also uses SAGD technology. In 2005, EnCana added two well pairs which increased average annual production to approximately 5,400 barrels per day. The Corporation recently approved an expansion which is expected to increase production capacity to approximately 18,000 barrels per day by early 2008.

        EnCana continues to pilot SAP, which commenced in 2004, at Christina Lake. This process mixes a small amount of solvent with steam to enhance recovery.

        EnCana has a 100 percent working interest in approximately 152,000 acres in the Borealis area, which is located approximately 90 kilometres north of Fort McMurray. At December 31, 2005, the Corporation had drilled approximately 135 delineation wells in the area. In 2006, EnCana plans to continue its stratigraphic well program to further delineate these lands. EnCana began acquiring land in the Borealis area in 1999.

Weyburn

        EnCana has a 62 percent working interest (50 percent economic interest) in the unitized portion of the Weyburn crude oil field in southwest Saskatchewan. EnCana is the operator and expects to improve ultimate recovery in the enhanced oil recovery ("EOR") area of the field with a carbon dioxide ("CO2") miscible flood project. In 2005, EnCana continued its infill drilling program and drilled 45 new wells in the EOR area. This program ensures optimal coverage of areas currently within the EOR area. Eight additional patterns, or well groupings, were put into operation in the CO2 miscible flood development in 2005. As of December 31, 2005, there were 44 patterns on stream out of a planned total of 75 patterns. EnCana has secured additional volumes of CO2 by expanding the Corporation's existing contract with the Dakota Gasification Company. This allows the Corporation to further expand its CO2 injection program.

Canadian Foothills Region

        The Canadian Foothills Region includes EnCana's natural gas and crude oil exploration, development and production activities in British Columbia and northern Alberta. Three key resource plays are located in the Canadian Foothills Region: (i) Greater Sierra; (ii) Cutbank Ridge; and (iii) Pelican Lake.

        In 2005, in the Canadian Foothills Region, EnCana had core capital expenditures of approximately $1,885 million and drilled approximately 627 net wells. EnCana's 2006 core capital investment in the Canadian Foothills Region is projected to be approximately $1,700 to $1,800 million, which includes the drilling of approximately 575 to 625 net wells.

12



        The following table summarizes landholdings for the Canadian Foothills Region as at December 31, 2005.

 
   
   
  Undeveloped Acreage
   
   
   
 
 
  Developed Acreage
  Total Acreage
   
 
Landholdings
(thousands of acres)

  Average Working
Interest

 
  Gross
  Net
  Gross
  Net
  Gross
  Net
 

Greater Sierra   545   488   2,582   2,319   3,127   2,807   90%  
Cutbank Ridge   153   127   858   768   1,011   895   89%  
Pelican Lake   84   84   133   133   217   217   100%  
Bighorn   272   156   914   584   1,186   740   62%  
Sexsmith/Hythe/ Saddle Hills   282   179   209   155   491   334   68%  
Cold Lake Air Weapons Range   384   363   471   467   855   830   97%  
Other   1,096   907   2,734   2,296   3,830   3,203   84%  

Canadian Foothills Total   2,816   2,304   7,901   6,722   10,717   9,026   84%  

        The following table sets forth daily average production figures for the periods indicated.

 
  Natural Gas
(MMcf/d)

  Crude Oil and NGLs
(bbls/d)

  Total Production
(MMcfe/d)

Production
(annual average)

  2005
  2004
  2005
  2004
  2005
  2004
 

Greater Sierra   219   230   793   632   224   234  
Cutbank Ridge   92   40       92   40  
Pelican Lake   4   7   25,752   18,900   159   120  
Bighorn   56   47   867   865   61   52  
Sexsmith/Hythe/Saddle Hills   99   110   1,989   2,785   111   127  
Cold Lake Air Weapons Range   129   163       129   163  
Other   178   239   3,936   4,284   201   265  

Canadian Foothills Total   777   836   33,337   27,466   977   1,001  

        The following table summarizes EnCana's interests in producing wells as at December 31, 2005. These figures exclude wells which were capable of producing, but that were not producing as of December 31, 2005.

 
   
   
  Producing Oil Wells
  Total Producing Wells
 
  Producing Gas Wells
Producing Wells
(number of wells)

  Gross
  Net
  Gross
  Net
  Gross
  Net
 

Greater Sierra   705   664   3   3   708   667  
Cutbank Ridge   213   191       213   191  
Pelican Lake   13   13   507   507   520   520  
Bighorn   123   73   5   2   128   75  
Sexsmith/Hythe/Saddle Hills   291   228   6   3   297   231  
Cold Lake Air Weapons Range   623   599       623   599  
Other   1,740   1,570   264   158   2,004   1,728  

Canadian Foothills Total   3,708   3,338   785   673   4,493   4,011  

13


        The following describes EnCana's major producing areas or activities in the Canadian Foothills Region.

Greater Sierra

        The Greater Sierra area of northeast British Columbia is one of EnCana's key natural gas resource plays. Production in the area has grown from essentially zero in 1998 to an average of approximately 219 million cubic feet per day in 2005. Sales volumes decreased in 2005 compared to 2004 due to the timing and pace of development drilling and delays in well tie-ins as a result of weather issues in the spring and summer of 2005. EnCana is selectively farming out a small portion of its Greater Sierra land position to third parties. The farmouts provide EnCana with additional capital and allow the Corporation to add production volumes at a relatively low cost.

        As at December 31, 2005, EnCana held an average 99 percent interest in 13 production facilities in the area that were capable of processing approximately 486 million cubic feet per day of natural gas. EnCana also holds a 100 percent interest in the Ekwan pipeline which has a capacity of approximately 400 million cubic feet per day and transports natural gas from northeast British Columbia to Alberta. Pipeline throughput was approximately 115 million cubic feet per day in 2005.

Cutbank Ridge

        Cutbank Ridge is a key natural gas resource play located in the Canadian Rocky Mountain foothills, approximately 50 kilometres southwest of Dawson Creek, British Columbia. The majority of the Corporation's lands in this area were purchased in 2003. In 2005, EnCana drilled approximately 135 net natural gas wells at Cutbank Ridge and increased production to approximately 142 million cubic feet per day of natural gas by year-end.

        In April 2005, EnCana began production from the Cutbank Doig natural gas discovery, located stratigraphically below the Cutbank Ridge resource play. The initial well into this conventional discovery was drilled in 2004. In order to facilitate production from Cutbank Ridge, including the recent discovery at Cutbank Doig, EnCana is constructing the Steeprock natural gas processing plant located approximately 50 kilometres south of Dawson Creek, British Columbia. The plant is expected to have a capacity of approximately 198 million cubic feet per day. EnCana anticipates that the plant will be completed in the fourth quarter of 2006.

Pelican Lake

        Pelican Lake is another of EnCana's key resource plays producing crude oil in north-central Alberta. In 2005, EnCana continued to expand its waterflood program at Pelican Lake, which has increased the recovery of crude oil in the area. The success of the waterflood program at Pelican Lake increased 2005 crude oil production by approximately 36 percent compared to 2004. In 2006, EnCana expects to complete its waterflood implementation throughout the field and expand its polymer flood pilot project to further improve performance. In 2006, EnCana expects the Pelican Lake project to reach payout status, which will result in an increase in the government royalty rate from one percent to approximately 21 percent. EnCana also holds a 38 percent non-operated interest in a 110-kilometre, 20-inch diameter crude oil pipeline which connects the Pelican Lake area to a major pipeline that transports crude oil from northern Alberta to crude oil markets.

Bighorn

        The Bighorn area in west central Alberta is EnCana's newest natural gas resource play, focusing on exploitation of multi-zone stacked Cretaceous sands in the Deep Basin. EnCana has an average working interest of approximately 62 percent in approximately 1.2 million gross acres (740,000 net acres) of land in the Bighorn area. The primary producing properties in Bighorn are Berland, Wild River, Resthaven and Kakwa. In 2005, EnCana drilled approximately 51 net wells in the area and production averaged approximately 56 million cubic feet per day of sweet natural gas. Wet weather in the spring and summer of 2005 delayed drilling and well tie-ins, limiting production growth for the year. Also in 2005, EnCana expanded an existing natural gas processing plant to a capacity of 20 million cubic feet per day and commenced construction of a new 100 million cubic feet per day gas plant in the Resthaven area. At Wild River, a facility expansion to increase processing capacity to approximately 30 million cubic feet per day was initiated.

14



Sexsmith/Hythe/Saddle Hills

        EnCana produces natural gas, crude oil and NGLs in the Sexsmith/Hythe/Saddle Hills area in northwest Alberta. EnCana also operates and has a 62 percent interest in the 210 million cubic feet per day Sexsmith sour natural gas and liquids processing plant and an 85 percent interest in the 50 million cubic feet per day Saddle Hills sweet natural gas plant. EnCana also owns 100 percent of and operates the Hythe sour natural gas plant, which has a capacity of approximately 170 million cubic feet per day. The Hythe and Sexsmith sour natural gas plants are interconnected by pipeline to provide greater operating efficiencies. EnCana also owns and operates a 275-kilometre natural gas gathering system in the area.

Cold Lake Air Weapons Range

        EnCana produces natural gas from the Cold Lake Air Weapons Range (formerly referred to as the Primrose Block) located in northeast Alberta. The majority of EnCana's natural gas production in the area is processed through 100 percent owned and operated compression facilities. In 2005, production in the area was impacted by the September 2003 Alberta Energy and Utilities Board decision to shut-in natural gas production that may put at risk the recovery of bitumen resources in the area. The decision resulted in a decrease in annualized natural gas production in the area of approximately 22 million cubic feet per day (eight million cubic feet per day in 2004). No additional wells were shut-in during 2005. The Alberta Government's Department of Energy is providing financial assistance in the form of a royalty credit, which is equal to approximately 50 percent of the cash flow lost as a result of the shut-in wells in the area.

United States

        EnCana's operations in the U.S. are focused on exploiting long-life unconventional natural gas formations in the Jonah field in southwest Wyoming, the Piceance Basin in northwest Colorado and the East Texas, Fort Worth and Maverick Basins in Texas. The Corporation also has landholdings in the Columbia River basin in Washington State, as well as interests in natural gas gathering and processing assets. The majority of the production in the U.S. is from the following four key resource plays: (i) Jonah; (ii) Piceance; (iii) East Texas; and (iv) Fort Worth.

        In 2005, EnCana had core capital expenditures in the U.S. of approximately $1,982 million and drilled approximately 617 net wells. EnCana's 2006 core capital investment in the U.S. is projected to be approximately $2,100 to $2,200 million, which includes the drilling of approximately 830 to 860 net wells.

        The following table summarizes EnCana's landholdings in the United States as at December 31, 2005.

 
  Developed Acreage
  Undeveloped Acreage
   
   
   
 
 
  Total Acreage
   
 
Landholdings
(thousands of acres)

  Average Working
Interest

 
  Gross
  Net
  Gross
  Net
  Gross
  Net
 

Jonah   11   9   10   10   21   19   90%  
Piceance   233   220   749   704   982   924   94%  
East Texas   73   46   428   294   501   340   68%  
Fort Worth   37   31   206   174   243   205   84%  
Maverick Basin   3   3   468   325   471   328   70%  
Columbia River Basin       848   837   848   837   99%  
Other   463   222   1,930   1,674   2,393   1,896   79%  

United States Total   820   531   4,639   4,018   5,459   4,549   83%  

15


        The following table sets forth daily average production figures for the periods indicated.

 
  Natural Gas
(MMcf/d)

  Crude Oil and NGLs
(bbls/d)

  Total Production
(MMcfe/d)

Production
(annual average)

  2005
  2004
  2005
  2004
  2005
  2004
 

Jonah   435   389   3,939   3,294   459   409  
Piceance   307   261   2,965   3,074   325   279  
East Texas   90   50   304   167   92   51  
Fort Worth   70   27   345   233   72   28  
Other   193   142   6,337   6,037   230   179  

United States Total   1,095   869   13,890   12,805   1,178   946  

        The following table summarizes EnCana's interests in producing wells as at December 31, 2005. These figures exclude wells which were capable of producing, but that were not producing as of December 31, 2005.

 
   
   
  Producing Oil Wells
  Total Producing Wells
 
  Producing Gas Wells
Producing Wells
(number of wells)

  Gross
  Net
  Gross
  Net
  Gross
  Net
 

Jonah   511   457       511   457  
Piceance   2,410   2,124   5   2   2,415   2,126  
East Texas   701   356   10   4   711   360  
Fort Worth   501   447   8   6   509   453  
Other   2,605   1,873   26   8   2,631   1,881  

United States Total   6,728   5,257   49   20   6,777   5,277  

        The following describes EnCana's major producing areas or activities in the United States.

Jonah

        EnCana produces natural gas and associated NGLs from the Jonah field, located in the Green River Basin in southwest Wyoming. The Jonah key resource play represents EnCana's initial entry into the U.S. Rockies region. Since EnCana's initial acquisition in the area in 2000, production has approximately quadrupled — mainly through a combination of infill drilling and advanced hydraulic fracturing techniques. This approach has enabled the Corporation to access the reserves of natural gas in the Lance formation that makes up the Jonah play. These stacked sands exist at depths between 8,000 and 11,500 feet.

        On January 13, 2006, the U.S. Bureau of Land Management released the Final Environmental Impact Statement covering future development in the Jonah area. A Record of Decision is expected at the conclusion of the public comment period. Approval is expected to allow the drilling of approximately 1,500 additional wells, and is expected to allow a change to vertical drilling which has the potential to reduce future drilling costs. In 2005, EnCana drilled approximately 104 net wells in the Jonah area.

Piceance

        The Piceance Basin in northwest Colorado is one of EnCana's key natural gas resource plays. The basin is characterized by thick natural gas accumulations primarily in the Williams Fork formation. EnCana entered the basin in 2001 with its acquisition of the Mamm Creek field. The May 2004 acquisition of Tom Brown included properties and natural gas production in the basin. In 2005, EnCana drilled approximately 266 net wells in the basin.

16



East Texas

        EnCana produces natural gas and associated NGLs in the East Texas Basin. The East Texas properties were acquired as part of the Tom Brown acquisition in 2004, and the basin is one of EnCana's newest key resource plays. This tight gas, multi-zone play targets the Bossier and Cotton Valley zones. During 2005, EnCana drilled approximately 84 net wells in the basin.

Fort Worth

        EnCana produces natural gas and associated NGLs in the Fort Worth Basin in north Texas. Fort Worth is one of EnCana's key resource plays. Since entering the area in 2003, the Corporation has assembled a significant land position in the Barnett Shale play in this basin. EnCana is applying horizontal drilling and multi-stage reservoir stimulation to improve performance in this play. The Corporation's December 2004 purchase of natural gas assets in north Texas included properties located in the Fort Worth Basin. In the fourth quarter of 2005, a subsidiary of EnCana completed the purchase of additional development land and producing properties in the basin. EnCana drilled approximately 59 net wells in the basin in 2005.

Maverick Basin

        In September 2005, a subsidiary of EnCana completed the purchase of approximately 325,000 net acres of exploration land in the Maverick Basin in southwest Texas for approximately $148 million. In 2006, EnCana plans to apply its expertise in horizontal drilling and completions technology to test the multi-zone potential of gas-bearing formations in the Maverick Basin.

Columbia River Basin

        EnCana holds approximately 848,000 gross acres (837,000 net acres) in the Columbia River Basin in Washington State. This sedimentary basin is covered with 5,000 to 15,000 feet of volcanic basalt and as a result it is relatively under-explored. EnCana believes that there may be potential to employ new drilling technology to cost effectively explore and develop the basin. The Corporation has entered into an agreement with an industry partner who will participate in the initial funding of the exploration program in return for a portion of EnCana's acreage in the area. EnCana is currently drilling its first two exploration wells in the basin.

Gathering & Processing Facilities

        EnCana owns and operates various gas gathering and NGLs processing facilities. Near Rifle, Colorado, EnCana's gathering facilities have a capacity of approximately 360 million cubic feet per day and include over 645 kilometres of pipelines. Near Fort Lupton, Colorado, the gathering facilities include field compression and over 1,000 kilometres of pipelines. The Fort Lupton processing plant has a capacity of approximately 90 million cubic feet per day. The Corporation's gathering facilities in Rangely, Colorado include field compression and over 1,600 kilometres of pipelines. The Dragon Trail processing plant near Rangely, Colorado has a capacity of approximately 60 million cubic feet per day. The Lisbon plant in Moab, Utah was acquired as part of the Tom Brown acquisition. The Lisbon plant is a sophisticated cryogenic natural gas processing plant with a capacity of approximately 60 million cubic feet per day.

Frontier and International New Ventures

        EnCana invests a small portion of its capital in high potential exploration beyond its core geographic areas, primarily offshore the East Coast of Canada, in Northern Canada, Chad, Brazil, the Middle East, Greenland and France. In 2005, EnCana's Frontier and International New Ventures division had core capital expenditures of approximately $125 million and drilled approximately three net wells. EnCana's 2006 core capital investment in the Frontier and International New Ventures region is projected to be approximately $100 million, which includes the drilling of approximately 10 net wells.

17



East Coast of Canada

        At December 31, 2005, EnCana held an interest in approximately 3.9 million gross acres (2.4 million net acres) offshore the East Coast of Canada, which includes Nova Scotia and Newfoundland & Labrador. EnCana operates 13 of its 20 licenses in these areas and has an average working interest of approximately 57 percent.

        EnCana is the operator of the Deep Panuke field, located offshore Nova Scotia, and had an approximate 85 percent working interest at December 31, 2005. EnCana continues to examine the potential economic viability of the Deep Panuke project. In late 2005 and early 2006, EnCana participated in the drilling of an exploration well, Dominion J-14, plus a sidetrack well, in the Grand Pre license in an attempt to extend the northeast boundary of the Deep Panuke field. The wells, which were abandoned in January 2006, failed to discover commercial quantities of hydrocarbons. Pursuant to a farmout agreement signed in November 2005, EnCana expects to transfer an approximate 25 percent working interest in the Grand Pre license to its partner after the final drilling costs for the Dominion J-14 well are determined.

Northern Canada

        EnCana has non-operated working interests in northern Canada which include 35 Significant Discovery Licenses and three Production Licenses in Nunavut, the Northwest Territories and the Yukon Territory.

        In addition, EnCana is the operator and has a working interest in one Exploration License in the Northwest Territories which encompasses approximately 133,000 gross acres (50,000 net acres). In 2005, EnCana drilled one successful well to appraise a natural gas discovery made at Umiak in the Mackenzie Delta area in 2004. A Significant Discovery License Application has been made to the relevant regulatory bodies to indefinitely continue approximately 26,000 gross acres (10,000 net acres) of the exploration license associated with the Umiak field discovery. In October 2005, EnCana relinquished approximately 79,000 gross acres in the area.

Chad

        EnCana's onshore exploration operations in Chad are based out of its subsidiary's office in N'Djamena. At December 31, 2005, EnCana had a 50 percent working interest in Permit H comprising approximately 54 million gross acres (27 million net acres). In 2005, EnCana relinquished approximately 54 million gross acres of the original concession under Permit H. EnCana acquired seismic data and completed the drilling of one exploration well in 2005. In 2006, the Corporation plans to acquire seismic data and anticipates drilling approximately five to eight gross exploration and/or appraisal wells.

Brazil

        In November 2005, EnCana reached an agreement to sell its 50 percent working interest in the Chinook heavy oil discovery offshore Brazil for approximately $350 million. A subsidiary of EnCana made the discovery in 2004 and two successful appraisal wells were drilled in 2005. The sale is subject to regulatory approvals and other closing conditions and is expected to close in the first quarter of 2006. The Chinook field is located in the Campos Basin (Block BM-C-7), and is approximately 75 kilometres offshore Brazil. At December 31, 2005, EnCana's working interest in the block comprised approximately 133,000 gross acres (89,000 net acres). After the transfer of a 16.7 percent earned-in share to its partner, expected to occur in early 2006, EnCana expects to have a 50 percent operated working interest in the block at the time of the sale.

        In addition to Block BM-C-7, EnCana has non-operated interests in eight deep and ultra-deep water exploration blocks offshore Brazil, seven of which are operated by Petrobras, the Brazilian national oil company. EnCana's landholdings on these blocks total approximately 1.3 million gross acres (0.4 million net acres) with an average working interest of 35 percent. Seismic work was performed on several of these blocks in 2005. EnCana and its partners are planning to drill one gross exploration well in 2006 in the Campos Basin.

        In October 2005, EnCana was awarded a 20 percent working interest in two deep water exploration blocks offshore Brazil in the Potiguar Basin in Agência Nacional do Petróleo ("ANP") Bid Round 7. These blocks encompass approximately 379,000 gross acres (76,000 net acres) and are also operated by Petrobras. The concession agreement for these blocks was signed in January 2006.

18



        The Corporation is also working with Petrobras on the development of heavy oil technology that may be used to develop Brazil's significant heavy oil reserves.

Middle East

        EnCana has a 100 percent working interest in Block 2, which encompasses most of the onshore lands in the State of Qatar and covers approximately 2.2 million acres. In 2005, EnCana reached an agreement to farmout 50 percent of its working interest in the block. At December 31, 2005, the agreement was awaiting approval by Qatar Petroleum. One gross well is planned for the block in 2006.

        In 2005, EnCana farmed-out a 50 percent working interest in onshore Blocks 3 and 4 in the Sultanate of Oman. The blocks cover approximately 9.6 million acres. EnCana retained a 50 percent operated interest in the blocks (approximately 4.8 million net acres) and drilled two unsuccessful wells in 2005. The Corporation plans to drill two additional gross wells in 2006.

        In February 2005, EnCana exited the Kingdom of Bahrain with the expiration of the Exploration and Production Sharing Agreement, under which it held a 50 percent working interest in Block 5. In June 2005, EnCana exited the Republic of Yemen with its withdrawal from the Production Sharing Agreement, under which it held a 36.75 percent working interest in Block 47.

Greenland

        EnCana has an 87.5 percent working interest in two exploration blocks in Greenland, comprising approximately 1.7 million gross acres (1.5 million net acres). In the 2004 Offshore West Greenland Bid Round, EnCana acquired one exploration license (Lady Franklin), which was signed in January 2005. EnCana also has an interest in the Atammik block, offshore west Greenland. In 2005, EnCana conducted seismic surveys on these blocks. In 2006, EnCana plans to pursue the farmout of a portion of its working interest in both blocks.

France

        In October 2004, EnCana filed an application for the Foix exploration permit, which encompasses approximately 860,000 acres in the onshore Aquitaine Basin in southwest France. In February 2006, a subsidiary of EnCana was granted a 100 percent interest in this exploration permit. The Corporation has plans for a multi-well exploration drilling program in 2006 and 2007 to identify the potential for a natural gas resource play development.

Ecuador

        In October 2004, EnCana announced its intention to dispose of its Ecuador assets. In September 2005, the Corporation reached an agreement to sell all of its interests in Ecuador for approximately $1.42 billion. The effective date of the sale is July 1, 2005. The sale is subject to approval by the Government of Ecuador, regulatory approvals and other closing conditions. EnCana expects the sale to close in the first quarter of 2006. As a result, Ecuador is reported as discontinued operations for financial reporting purposes.

        A subsidiary of EnCana owns a concession in the Oriente Basin, known as the Tarapoa Block. The subsidiary has a 100 percent working interest in this concession, which is operated under a participation contract which has a primary term through to August 1, 2015. EnCana also has a 40 percent non-operated economic interest in relation to Block 15 in the Oriente Basin. This concession is operated under a participation contract which has primary terms through to July 2012 for base area production and July 2019 for production resulting from additional exploration. In addition, EnCana has a majority operating interest in Blocks 14, 17 and Shiripuno, also in the Oriente Basin. The production contracts for Blocks 14 and 17 expire in July 2012 and December 2018, respectively.

        At December 31, 2005, EnCana held an average 64 percent working and economic interest in approximately 1.4 million gross acres (approximately 892,000 net acres, of which approximately 785,000 net acres are undeveloped) in Ecuador. At December 31, 2005, 246 gross crude oil wells (170 net wells) were producing. EnCana's contractual entitlement to net crude oil production in 2005 was 72,916 barrels per day (76,872 barrels per day in 2004). In 2005, EnCana's Ecuador operations had core capital expenditures of approximately $179 million and approximately 19 net wells were drilled. The core capital expenditures were focused mainly on the non-operated Block 15 and the south blocks (including Blocks 14, 17 and Shiripuno).

19



        EnCana's interests in Ecuador also include an indirect 36.3 percent equity interest in the OCP pipeline. OCP is a 500-kilometre pipeline with a capacity of approximately 450,000 barrels per day that runs from the crude oil producing area of Ecuador to the Pacific Coast. In 2005, shipments on OCP totalled approximately 158,024 barrels per day (170,599 barrels per day in 2004). Pursuant to the terms of the agreement with the Government of Ecuador, OCP will be transferred to the Government of Ecuador, without cost, after a 20-year operating period. EnCana began shipping on OCP in September 2003, and has a 15-year shipping commitment of approximately 108,000 barrels per day. EnCana's shipments on OCP in 2005 averaged approximately 67,527 barrels per day (72,636 barrels per day in 2004).

MIDSTREAM & MARKETING

        EnCana's marketing groups are focused on enhancing the netback price of the Corporation's proprietary production. Correspondingly, the marketing groups conduct market optimization activities that include third party purchases and sales of product to provide operational flexibility for transportation commitments, product type, delivery points and customer diversification. In addition, EnCana's power assets are managed to optimize the Corporation's electricity costs, particularly in the Province of Alberta. The Midstream & Marketing division also holds the remainder of EnCana's midstream assets, which the Corporation plans to divest in 2006.

Natural Gas Marketing

        In 2005, approximately 90 percent of EnCana's produced natural gas sales were directly marketed by EnCana to local distribution companies, industrials and energy marketing companies. The remaining 10 percent of produced natural gas sales were marketed to aggregators who supply natural gas to markets throughout North America. Prices received by EnCana are based primarily upon prevailing index prices for natural gas. Prices are impacted by competing fuels in such markets and by regional supply and demand for natural gas.

        To help mitigate the market risk associated with forecasted cash flows, EnCana enters into various risk management contracts relating to produced natural gas. For 2006, after taking into account its risk management contracts, EnCana's gas sales price portfolio exposure consists of approximately 22 percent at fixed prices, approximately 71 percent with insured floor prices and approximately 7 percent at other prices. Details of these transactions are found in Note 16 to EnCana's audited consolidated financial statements for the year ended December 31, 2005.

Crude Oil Marketing

        EnCana sells and manages the transportation of its western Canadian crude oil to markets in Canada and the U.S. (131,638 barrels per day in 2005 and 140,911 barrels per day in 2004). Crude oil sales are normally executed under spot and monthly evergreen contracts with delivery to major pipeline hubs, such as Edmonton and Hardisty, in Alberta, with EnCana arranging the intermediate transportation on the feeder pipeline systems. Sales are also made on a delivered basis using trunk pipeline systems, such as the Enbridge system, for sales to U.S. refinery destinations.

        EnCana provides North American marketing services to certain organizations on a fee for service basis. In 2005, EnCana acted as exclusive agent for Canadian Oil Sands Limited ("COS") and marketed COS' Syncrude volumes of 81,019 barrels per day (85,157 barrels per day in 2004). The COS marketing agreement terminates in the second quarter of 2006. EnCana also provides marketing services to the Alberta Government's Department of Energy (48,425 barrels per day in 2005 and 53,026 barrels per day in 2004). This agency agreement ends in the second quarter of 2007.

        In Ecuador, EnCana's crude oil volumes are sold FOB at the marine loading facility at Balao, Esmeraldas Province, Ecuador. A total of 75,488 barrels per day was marketed in 2005 (77,845 barrels per day in 2004). EnCana's production in Ecuador consists of a high viscosity crude oil with characteristics well-suited to refineries on the U.S. West and Gulf Coasts.

        To help mitigate the market risk associated with forecasted cash flows, EnCana enters into various risk management contracts relating to crude oil. Details of these transactions are found in Note 16 to EnCana's audited consolidated financial statements for the year ended December 31, 2005.

20



Power

        EnCana is a large consumer of electricity in Alberta and uses a portfolio of physical assets, short to medium term purchases and sales and spot market purchases to manage the cost of electricity for its Upstream and Midstream & Marketing divisions in Alberta's deregulated market. The physical assets include two 106 megawatt power plants in southern Alberta and the 80 megawatt Foster Creek cogeneration facility (part of EnCana's Foster Creek SAGD operation). The Cavalier Power Station, located approximately 54 kilometres east of Calgary, is 100 percent owned and operated by EnCana. The Balzac Power Station, in which EnCana holds a 50 percent non-operated interest, is also located near Calgary. EnCana's electricity requirements in Alberta are approximately 250 megawatts and its generation capacity is approximately 239 megawatts.

Midstream

        In 2005, the majority of EnCana's midstream assets were deemed to be non-core to the Corporation. In December 2005, EnCana and certain affiliates completed the sale of the Corporation's NGLs processing business for approximately $625 million. EnCana is currently in the process of divesting the majority of its remaining midstream assets, including its natural gas storage business and the Entrega Pipeline. As a result of these planned dispositions, Midstream is reported as discontinued operations for financial reporting purposes.

Natural Gas Storage

        In June 2005, EnCana announced plans to sell its natural gas storage business. The sale is expected to close in the second quarter of 2006. EnCana intends to retain ownership of its Hythe storage facility due to its integration with Upstream operations.

        Based upon overall storage capacity, EnCana is the largest independent (non-utility) natural gas storage operator in North America with facilities in Alberta, California and Oklahoma. The AECO HUB in Alberta is Canada's largest natural gas storage and trading hub. EnCana also leases natural gas storage capacity from another storage operator located in the U.S. mid-continent region. At December 31, 2005, EnCana had owned and operated storage capacity of approximately 174 billion cubic feet, including the 10 billion cubic feet Hythe facility, as well as leased storage capacity of approximately 8.5 billion cubic feet. In July 2005, a subsidiary of EnCana received FERC approval to proceed with the development of its previously announced new Starks natural gas storage facility in southwest Louisiana.

        EnCana provides a portion of its storage capacity under multi-year firm contracts to industry participants on a fee-for-service basis as well as offering short-term firm or interruptible storage services, all at market-based rates. The remaining capacity is used as part of the natural gas storage optimization program (through the purchase and sale of third party gas).

        The following table is a summary of EnCana's natural gas storage assets as at December 31, 2005.

Gas Storage Facility:
Location
  Storage Capacity
  Withdrawal Capability
  Injection Capability
 

 
 
  (billions of cubic feet)
  (billions of cubic feet per day)
 
AECO HUB:                
  Suffield Southeast Alberta   85   1.80   1.60  
  Hythe Northwest Alberta   10   0.20   0.15  
  Countess Southeast Alberta   40   1.25   0.95  
Wild Goose Northern California   24   0.48   0.45  
Salt Plains Northern Oklahoma   15   0.20   0.15  

Total Owned and Operated Capacity     174   3.93   3.30  

Total Leased Capacity(1) U.S. mid-continent   8.5   0.09   0.19  

Note:

(1)
Contract terms range from 16 months to 11 years.

21


Pipelines

        In August 2005, Entrega received FERC approval to proceed with its previously announced natural gas pipeline project. The pipeline is expected to transport natural gas out of Colorado's Piceance Basin, through Wamsutter, Wyoming, to the Cheyenne natural gas trading hub in northeast Colorado. Construction of the first segment of the pipeline (from Meeker Hub, Colorado to Wamsutter, Wyoming) was completed in December 2005, and is expected to be in service in February, 2006. The first segment has a capacity of approximately 750 million cubic feet per day.

        In November 2005, Entrega entered into a purchase and sale agreement with KMP. Under the terms of the agreement, it is expected that KMP will purchase Entrega and construct the second segment of the pipeline (from Wamsutter to the Cheyenne Hub), as well as a potential extension. It is anticipated that the Entrega Pipeline will become part of KMP's proposed Rockies Express Pipeline. The sale is expected to close in the first quarter of 2006.

22


RESERVES AND OTHER OIL AND GAS INFORMATION

        EnCana retained independent qualified reserves evaluators to evaluate and prepare reports on 100 percent of EnCana's natural gas, crude oil and NGLs reserves as of December 31, 2005. EnCana's Canadian reserves were evaluated by McDaniel & Associates Consultants Ltd. and GLJ Petroleum Consultants Ltd. EnCana's U.S. reserves were evaluated by Netherland, Sewell & Associates, Inc. and DeGolyer and MacNaughton. EnCana's Ecuadorian reserves were evaluated by GLJ Petroleum Consultants Ltd. Since EnCana's inception in 2002, all of the Corporation's reserves have been independently evaluated on an annual basis.

        EnCana has a reserves committee of independent board members which reviews the qualifications and appointment of the independent qualified reserves evaluators. The committee also reviews the procedures for providing information to the evaluators. All booked reserves are based upon annual evaluations by the independent qualified reserves evaluators. The evaluations are conducted from the fundamental geological and engineering data.

        Ecuador has been reported as discontinued operations for financial reporting purposes since December 31, 2004.

Reserve Quantities Information

        EnCana's natural gas reserves increased approximately 13 percent in 2005 as a result of successful exploration and development drilling, which resulted in extensions and discoveries of 2,541 billion cubic feet. Included in the revisions and improved recovery category for changes in natural gas reserves were positive revisions in Canada and downward revisions in the U.S., resulting in total revisions of negative 58 billion cubic feet, or less than one percent of proved natural gas reserves at the beginning of 2005. CBM accounted for the majority of the 202 billion cubic feet of positive revisions in Canada. Downward revisions of 260 billion cubic feet in the U.S. occurred mainly in the southern Rockies where performance led to lower per well reserves. During 2004, the Corporation's natural gas reserves increased from exploration and development drilling and acquisitions.

        EnCana's crude oil and NGLs reserves increased significantly in 2005, largely as a result of a 657 million barrel increase in bitumen reserves primarily at Foster Creek. Included in this increase is the reinstatement, due to prices at year-end 2005, of 363 million barrels that appeared as a downward revision in 2004 due to anomalously lower bitumen prices at year-end 2004. The Corporation's crude oil and NGLs reserves decreased in 2004 primarily as a result of the divestiture of non-core properties and the negative revision in Canadian bitumen reserves.

        EnCana's reserves increased in 2003 primarily from exploration and development drilling, and to a lesser extent from acquisitions and upward revisions.

        The following table sets forth reserves continuity information prepared by EnCana in accordance with U.S. disclosure standards, including SFAS 69. The end of year numbers for 2005 and 2004 represent estimates derived from the reports of the independent qualified reserves evaluators referred to above. The end of year numbers for 2003 represent estimates derived from the reports of the independent qualified reserves evaluators who evaluated EnCana's reserves as of December 31, 2003.

23



Net Proved Reserves (EnCana Share After Royalties)(1,2)
Constant Pricing

 
  Natural Gas
(billions of cubic feet)

  Crude Oil and Natural Gas Liquids
(millions of barrels)

 
  Canada
  United States
  United Kingdom
  Other
  Total
  Canada
  United States
  Ecuador
  United Kingdom
  Other
  Total
   

 
2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Beginning of year   5,073   2,573   20     7,666   541.9   40.9   155.8   97.6     836.2    
  Revisions and improved recovery   73   1   3     77   32.3   0.5   0.4   23.5     56.7    
  Extensions and discoveries   867   706     90   1,663   110.9   7.4   11.9     0.9   131.1    
  Purchase of reserves in place   9   152   8     169   1.3   0.9   17.3   7.1     26.6    
  Sale of reserves in place   (60 ) (88 )   (90 ) (238 ) (0.2 ) (4.7 ) (5.1 )   (0.9 ) (10.9 )  
  Production   (706 ) (215 ) (5 )   (926 ) (56.8 ) (3.4 ) (18.6 ) (3.7 )   (82.5 )  

  End of year   5,256   3,129   26     8,411   629.4   41.6   161.7   124.5     957.2    

  Developed   3,984   1,833   13     5,830   306.1   26.3   115.0   16.7     464.1    
  Undeveloped   1,272   1,296   13     2,581   323.3   15.3   46.7   107.8     493.1    

  Total   5,256   3,129   26     8,411   629.4   41.6   161.7   124.5     957.2    

 
2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Beginning of year   5,256   3,129   26     8,411   629.4   41.6   161.7   124.5     957.2    
  Revisions and improved recovery   67   (252 )     (185 ) 31.1   0.2   (11.5 )     19.8    
  Extensions and discoveries   1,422   1,009       2,431   93.6   47.6   21.2       162.4    
  Purchase of reserves in place   65   1,150   10     1,225   29.4   11.7     10.1     51.2    
  Sale of reserves in place   (215 ) (82 ) (25 )   (322 ) (97.3 ) (5.4 )   (128.4 )   (231.1 )  
  Production   (771 ) (318 ) (11 )   (1,100 ) (56.6 ) (4.7 ) (28.1 ) (6.2 )   (95.6 )  

  End of year before bitumen revisions   5,824   4,636       10,460   629.6   91.0   143.3       863.9    

  Revisions due to bitumen price             (362.7 )(3)         (362.7 )  

  End of year   5,824   4,636       10,460   266.9   91.0   143.3       501.2    

  Developed   4,406   2,496       6,902   210.2   31.5   122.5       364.2    
  Undeveloped   1,418   2,140       3,558   56.7   59.5   20.8       137.0    

  Total   5,824   4,636       10,460   266.9   91.0   143.3       501.2    

 
2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Beginning of year   5,824   4,636       10,460   266.9   91.0   143.3       501.2    
  Revisions and improved recovery   202   (260 )     (58 ) 222.1   (3.2 ) 8.1       227.0    
  Extensions and discoveries   1,289   1,252       2,541   148.1   8.9   10.2       167.2    
  Purchase of reserves in place   7   76       83     0.4         0.4    
  Sale of reserves in place   (30 ) (37 )     (67 ) (15.1 ) (39.0 )       (54.1 )  
  Production   (775 ) (400 )     (1,175 ) (52.2 ) (5.0 ) (26.6 )     (83.8 )  

  End of year before reinstatement of bitumen   6,517   5,267       11,784   569.8   53.1   135.0       757.9    

  Reinstatement of bitumen             362.7 (4)         362.7    

  End of year   6,517   5,267       11,784   932.5 (5) 53.1   135.0 (6)     1,120.6    

  Developed   4,513   2,718       7,231   318.7   32.2   104.0       454.9    
  Undeveloped   2,004   2,549       4,553   613.8   20.9   31.0       665.7    

  Total   6,517   5,267       11,784   932.5   53.1   135.0       1,120.6    

Notes:

(1)
Definitions:

a.
"Net" reserves are the remaining reserves of EnCana, after deduction of estimated royalties and including royalty interests.

b.
"Proved" reserves are the estimated quantities of crude oil, natural gas and NGLs which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made.

c.
"Proved Developed" reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.

d.
"Proved Undeveloped" reserves are reserves 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 crude oil or natural gas reserves with any U.S. federal authority or agency other than the SEC.

(3)
Removal of the Corporation's Foster Creek proved bitumen reserves as a result of low bitumen prices on December 31, 2004. This included approximately 5.4 million barrels that were included under revisions and improved recovery and approximately 70.4 million barrels that were included under extensions and discoveries in 2004.

(4)
Reinstatement, as a result of year-end 2005 prices, of the Corporation's Foster Creek proved bitumen reserves that were deducted as a revision due to bitumen price at year-end 2004.

(5)
Proved crude oil and NGLs reserves at December 31, 2005 include 657.4 million barrels of bitumen, the vast majority of which are located at Foster Creek. Changes to bitumen reserves during 2005 included revisions of 174.6 million barrels and extensions and discoveries of 134.0 million barrels.

(6)
The Corporation expects to complete the disposition of its Ecuadorian operations in 2006. Accordingly, Ecuador is reported as discontinued operations for financial reporting purposes.

24


Other Disclosures About Oil and Gas Activities

        The tables in this section set forth oil and gas information prepared by EnCana in accordance with U.S. disclosure standards, including SFAS 69.

Standardized Measure of Discounted Future Net Cash Flows and Changes Therein

        In calculating the standardized measure of discounted future net cash flows, year-end constant prices and cost assumptions were applied to EnCana's annual future production from proved reserves to determine cash inflows. Future production and development costs are based on constant price assumptions and 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 by EnCana to account for management's estimates of price risk management activities, 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 of 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 crude 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. The computation also excludes values attributable to EnCana's Syncrude interest (disposed of in 2003) and Midstream interests.

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

 
  Canada
  United States
  Ecuador
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Future cash inflows   71,786   37,791   35,126   40,504   27,063   17,472   5,350   3,317   3,533  
  Less future:                                      
    Production costs   16,765   7,760   9,630   3,262   2,462   1,456   2,093   1,136   738  
    Development costs   6,164   3,157   3,024   4,174   3,213   1,336   429   198   211  
    Asset retirement obligation payments   2,269   1,749   1,364   264   193   97   24   22   38  
    Income taxes   13,170   6,279   5,874   11,041   7,021   4,960   662   342   536  

  Future net cash flows   33,418   18,846   15,234   21,763   14,174   9,623   2,142   1,619   2,010  
  Less 10% annual discount for estimated timing of cash flows   13,281   6,668   5,219   10,291   6,686   4,735   574   417   643  

  Discounted future net cash flows   20,137   12,178   10,015   11,472   7,488   4,888   1,568   1,202   1,367  

 
  United Kingdom
  Total
 
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Future cash inflows       3,483   117,640   68,171   59,614  
  Less future:                          
    Production costs       961   22,120   11,358   12,785  
    Development costs       941   10,767   6,568   5,512  
    Asset retirement obligation payments       67   2,557   1,964   1,566  
    Income taxes       456   24,873   13,642   11,826  

  Future net cash flows       1,058   57,323   34,639   27,925  
  Less 10% annual discount for estimated timing of cash flows       493   24,146   13,771   11,090  

  Discounted future net cash flows       565   33,177   20,868   16,835  

25


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

 
  Canada
  United States
  Ecuador
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
   

 
  ($ millions)
   
  Balance, beginning of year   12,178   10,015   8,833   7,488   4,888   2,151   1,202   1,367   1,258    
  Changes resulting from:                                        
    Sales of oil and gas produced during the period   (5,720 ) (3,965 ) (3,429 ) (2,436 ) (1,474 ) (889 ) (604 ) (264 ) (258 )  
    Discoveries and extensions, net of related costs   4,278   3,562   1,272   3,582   2,436   1,381   159   236   126    
    Purchases of proved reserves in place   26   531   26   237   2,786   340       93    
    Sales of proved reserves in place   (279 ) (1,579 ) (95 ) (486 ) (271 ) (108 )     (54 )  
    Net change in prices and production costs   11,624   2,264   242   4,716   143   2,751   967   (294 ) (47 )  
    Revisions to quantity estimates   1,071   546   416   (700 ) (542 ) 4   88   (125 ) 4    
    Accretion of discount   1,629   1,349   1,636   1,103   725   304   147   176   182    
    Previously estimated development costs incurred net of change in future development costs   (888 ) 57   340   162   22   534   (148 ) 15   89    
    Other   63   32   470   (64 ) (49 ) 157   8   (29 ) (27 )  
  Net change in income taxes   (3,845 ) (634 ) 304   (2,130 ) (1,176 ) (1,737 ) (251 ) 120   1    

  Balance, end of year   20,137   12,178   10,015   11,472   7,488   4,888   1,568   1,202   1,367    

 
 
  United Kingdom
  Total
 
  2005
  2004
  2003
  2005
  2004
  2003
   

 
  ($ millions)
   
  Balance, beginning of year     565   411   20,868   16,835   12,653    
  Changes resulting from:                            
    Sales of oil and gas produced during the
period
    (78 ) (83 ) (8,760 ) (5,781 ) (4,659 )  
    Discoveries and extensions, net of related costs         8,019   6,234   2,779    
    Purchases of proved reserves in place     77   57   263   3,394   516    
    Sales of proved reserves in place     (899 )   (765 ) (2,749 ) (257 )  
    Net change in prices and production costs       (119 ) 17,307   2,113   2,827    
    Revisions to quantity estimates       157   459   (121 ) 581    
    Accretion of discount     82   91   2,879   2,332   2,213    
    Previously estimated development costs
incurred net of change in future
development costs
      108   (874 ) 94   1,071    
    Other       (38 ) 7   (46 ) 562    
  Net change in income taxes     253   (19 ) (6,226 ) (1,437 ) (1,451 )  

  Balance, end of year       565   33,177   20,868   16,835    

26


Results of Operations, Capitalized Costs and Costs Incurred

Results of Operations

 
  Canada
  United States
  Ecuador(1)
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Oil and gas revenues, net of royalties, transportation and selling costs   6,701   4,787   4,189   3,052   1,861   1,091   873   451   367  
  Less:                                      
    Operating costs, production and mineral taxes, and accretion of asset retirement obligations   981   822   760   616   387   202   269   187   109  
    Depreciation, depletion and amortization   1,961   1,752   1,511   712   487   297   234   263   159  

  Operating income (loss)   3,759   2,213   1,918   1,724   987   592   370   1   99  
  Income taxes   1,274   841   218   638   375   219   134   5   17  

  Results of operations   2,485   1,372   1,700   1,086   612   373   236   (4 ) 82  

 
 
  United Kingdom
  Other
  Total
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Oil and gas revenues, net of royalties, transportation and selling costs     117   102         10,626   7,216   5,749  
  Less:                                      
    Operating costs, production and mineral taxes, and accretion of asset retirement obligations     39   19   6   4   20   1,872   1,439   1,110  
    Depreciation, depletion and amortization     118   74   8   25   83   2,915   2,645   2,124  

  Operating income (loss)     (40 ) 9   (14 ) (29 ) (103 ) 5,839   3,132   2,515  
  Income taxes     (15 ) 17       (4 ) 2,046   1,206   467  

  Results of operations     (25 ) (8 ) (14 ) (29 ) (99 ) 3,793   1,926   2,048  

Note:

(1)
Ecuador is treated as discontinued operations for financial reporting purposes. The results of operations for 2005 includes a provision of $234 million which has been recorded against the net book value to recognize management's best estimate of the difference between the selling price and the December 31, 2005 underlying accounting value of the related investments.

Capitalized Costs

 
  Canada
  United States
  Ecuador
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Proved oil and gas properties   27,074   22,455   18,549   7,753   7,552   3,485   1,926   1,784   1,372  
  Unproved oil and gas properties   1,998   1,855   1,981   870   728   501   18   45   70  

  Total capital cost   29,072   24,310   20,530   8,623   8,280   3,986   1,944   1,829   1,442  
  Accumulated DD&A   12,131   9,770   7,498   1,750   1,046   516   778   534   188  

  Net capitalized costs   16,941   14,540   13,032   6,873   7,234   3,470   1,166   1,295   1,254  

 
 
  United Kingdom
  Other
  Total
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Proved oil and gas properties       675         36,753   31,791   24,081  
  Unproved oil and gas properties       77   470   425   317   3,356   3,053   2,946  

  Total capital cost       752   470   425   317   40,109   34,844   27,027  
  Accumulated DD&A       230   222   247   206   14,881   11,597   8,638  

  Net capitalized costs       522   248   178   111   25,228   23,247   18,389  

27


Costs Incurred

 
  Canada
  United States
  Ecuador
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Acquisitions                                      
  — Unproved reserves     42   47   271   954   21       80  
  — Proved reserves   30   204   207   141   2,051   115       59  

  Total acquisitions   30   246   254   412   3,005   136       139  
  Exploration costs   817   555   846   264   164   187   15   28   20  
  Development costs   3,333   2,669   2,131   1,724   1,103   651   164   213   111  

  Total costs incurred   4,180   3,470   3,231   2,400   4,272   974   179   241   270  

 
 
  United Kingdom
  Other
  Total
 
  2005
  2004
  2003
  2005
  2004
  2003
  2005
  2004
  2003
 

 
  ($ millions)
 
  Acquisitions                                      
  — Unproved reserves       16         271   996   164  
  — Proved reserves     130   95         171   2,385   476  

  Total acquisitions     130   111         442   3,381   640  
  Exploration costs     22   30   70   79   78   1,166   848   1,161  
  Development costs     364   96         5,221   4,349   2,989  

  Total costs incurred     516   237   70   79   78   6,829   8,578   4,790  

28


Sales Volumes, Royalty Rates and Per-Unit Results

Sales Volumes

        The following tables summarize net daily sales volumes for EnCana on a quarterly basis for the periods indicated.

 
  Sales Volumes — 2005
 
  Year
  Q4
  Q3
  Q2
  Q1
   

  SALES VOLUMES                        
 
Continuing Operations:

 

 

 

 

 

 

 

 

 

 

 

 
 
Produced Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

 
    Canada                        
      Production   2,125   2,172   2,123   2,151   2,052    
      Inventory withdrawal/(injection)   7         27    

    Canada Sales   2,132   2,172   2,123   2,151   2,079    
    United States   1,095   1,154   1,099   1,061   1,067    

  Total Produced Gas   3,227   3,326   3,222   3,212   3,146    

 
Oil and Natural Gas Liquids (bbls/d)

 

 

 

 

 

 

 

 

 

 

 

 
    North America                        
      Light and Medium Oil   47,328   45,792   43,313   50,020   50,280    
      Heavy Oil   83,090   88,386   81,089   82,274   80,546    
      Natural Gas Liquids(1)                        
        Canada   11,907   12,287   11,924   11,719   11,692    
        United States   13,675   12,824   14,131   13,095   14,666    

  Total Oil and Natural Gas Liquids   156,000   159,289   150,457   157,108   157,184    

  Total Continuing Operations (MMcfe/d)   4,163   4,282   4,125   4,155   4,089    

 
Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 
   
Ecuador

 

 

 

 

 

 

 

 

 

 

 

 
      Production(2)   72,916   70,480   71,896   73,662   75,695    
      (Under)/over lifting   (1,851 ) (537 ) (3,186 ) (486 ) (3,208 )  

    Ecuador Sales (bbls/d)   71,065   69,943   68,710   73,176   72,487    

  Total Discontinued Operations (MMcfe/d)   426   419   412   439   435    

  Total (MMcfe/d)   4,589   4,701   4,537   4,594   4,524    

Notes:

(1)
Natural gas liquids include condensate volumes.

(2)
Includes approximately 28,700 bbls/day related to Block 15. Information regarding the status of the participation contract for Block 15 can be found in Note 4 to EnCana's audited consolidated financial statements for the year ended December 31, 2005.

29


 
  Sales Volumes — 2004
 
  Year
  Q4
  Q3
  Q2
  Q1
 

  SALES VOLUMES                      
 
Continuing Operations:

 

 

 

 

 

 

 

 

 

 

 
 
Produced Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 
    Canada                      
      Production   2,105   2,106   2,138   2,177   2,000  
      Inventory (injection)/withdrawal   (6 ) (26 )      

    Canada Sales(1)   2,099   2,080   2,138   2,177   2,000  
    United States   869   1,007   958   824   684  

  Total Produced Gas   2,968   3,087   3,096   3,001   2,684  

 
Oil and Natural Gas Liquids (bbls/d)

 

 

 

 

 

 

 

 

 

 

 
    North America                      
      Light and Medium Oil   56,215   52,725   52,824   64,448   54,940  
      Heavy Oil   84,164   79,336   89,682   79,899   87,729  
      Natural Gas Liquids(2)                      
        Canada   13,452   13,452   12,804   13,588   13,971  
        United States   12,586   13,957   14,363   12,752   9,237  

  Total Oil and Natural Gas Liquids(3)   166,417   159,470   169,673   170,687   165,877  

  Total Continuing Operations (MMcfe/d)   3,966   4,044   4,114   4,025   3,679  

 
Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 
   
Ecuador

 

 

 

 

 

 

 

 

 

 

 
      Production(4)   76,872   76,235   76,567   78,376   76,320  
      Over/(under) lifting   1,121   1,641   (1,721 ) (73 ) 4,662  

    Ecuador Sales (bbls/d)   77,993   77,876   74,846   78,303   80,982  

    United Kingdom (BOE/d)   20,973   13,927   20,222   26,728   22,755  

  Total Discontinued Operations (MMcfe/d)   594   551   570   630   623  

  Total (MMcfe/d)   4,560   4,595   4,684   4,655   4,302  

Notes:

(1)
Net dispositions total approximately 42 MMcf/day for the full year 2004.

(2)
Natural gas liquids include condensate volumes.

(3)
Net dispositions total approximately 15,500 bbls/day for the full year 2004.

(4)
Includes approximately 31,000 barrels per day related to Block 15.

30


 
  Sales Volumes — 2003
 
  Year
  Q4
  Q3
  Q2
  Q1
   

  SALES VOLUMES                        
 
Continuing Operations:

 

 

 

 

 

 

 

 

 

 

 

 
 
Produced Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

 
    Canada                        
      Production   1,935   2,008   1,914   1,899   1,922    
      Inventory withdrawal/(injection)   30         120    

    Canada Sales   1,965   2,008   1,914   1,899   2,042    
    United States   588   654   604   558   534    

  Total Produced Gas   2,553   2,662   2,518   2,457   2,576    

 
Oil and Natural Gas Liquids (bbls/d)

 

 

 

 

 

 

 

 

 

 

 

 
    North America                        
    Light and Medium Oil   54,459   56,585   54,597   52,733   53,890    
      Heavy Oil   87,867   95,059   94,985   82,001   79,171    
      Natural Gas Liquids(1)                        
        Canada   14,278   13,348   13,758   14,740   15,291    
        United States   9,291   9,479   9,530   10,194   7,943    

  Total Oil and Natural Gas Liquids   165,895   174,471   172,870   159,668   156,295    

  Total Continuing Operations (MMcfe/d)   3,548   3,709   3,555   3,415   3,514    

 
Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 
   
Ecuador

 

 

 

 

 

 

 

 

 

 

 

 
      Production   51,089   72,731   54,582   36,754   39,893    
      Transferred to OCP Pipeline(2)   (3,213 )   (4,919 ) (2,039 ) (5,941 )  
      (Under)/over lifting   (1,355 ) 4,621   (9,856 ) 2,506   (2,679 )  

    Ecuador Sales (bbls/d)   46,521   77,352   39,807   37,221   31,273    

    United Kingdom (BOE/d)   12,295   18,400   6,979   11,019   12,777    

    Syncrude (bbls/d)   7,629     3,399   7,316   20,070    

  Total Discontinued Operations (MMcfe/d)   399   574   301   333   385    

  Total (MMcfe/d)   3,947   4,283   3,856   3,748   3,899    

Notes:

(1)
Natural gas liquids include condensate volumes.

(2)
Crude oil production in Ecuador transferred to the OCP Pipeline for use by OCP in asset commissioning.

31


Average Royalty Rates

        The following table sets forth average royalty rates on a quarterly basis for the periods indicated. These rates exclude the impact of realized financial hedging.

 
  2005
  2004
  2003
 
  Year
  Q4
  Q3
  Q2
  Q1
  Year
  Q4
  Q3
  Q2
  Q1
  Year
  Q4
  Q3
  Q2
  Q1
 

 
  (percent)
  (percent)
  (percent)
 
Continuing Operations:                                                              

Produced Gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Canada   11.7   11.9   11.8   11.0   11.9   12.5   12.0   12.2   12.7   13.3   12.9   12.2   12.9   14.2   12.4  
United States   18.6   18.6   19.9   17.9   18.1   19.6   19.8   18.3   21.1   19.3   20.0   19.5   20.2   20.1   20.5  

Crude Oil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Canada and United States   8.8   8.8   8.7   9.2   8.7   9.0   8.7   8.8   11.6   9.4   10.3   9.7   9.0   10.7   11.8  

Natural Gas Liquids

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Canada   14.9   14.4   15.8   15.6   13.8   15.7   16.5   18.5   13.1   14.8   17.5   14.7   16.6   18.0   20.2  
United States   18.2   19.4   20.1   12.7   20.0   18.7   21.4   13.6   20.7   19.2   17.6   17.5   17.0   17.3   18.5  

Total North America

 

13.3

 

13.5

 

13.8

 

12.6

 

13.3

 

13.7

 

13.8

 

13.2

 

14.1

 

13.7

 

13.8

 

13.2

 

13.4

 

14.5

 

13.9

 


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crude Oil — Ecuador

 

27.2

 

29.4

 

26.3

 

26.3

 

26.9

 

27.1

 

27.8

 

26.5

 

26.5

 

27.4

 

25.6

 

25.4

 

25.7

 

24.9

 

26.9

 

Per-Unit Results

        The following tables summarize net per-unit results for EnCana on a quarterly basis for the periods indicated. The results exclude the impact of realized financial hedging.

 
  Per-Unit Results — 2005
 
  Year
  Q4
  Q3
  Q2
  Q1
 

Continuing Operations:                      

Produced Gas — Canada ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 
Price   7.27   10.00   7.18   6.08   5.70  
Production and mineral taxes   0.10   0.10   0.10   0.10   0.09  
Transportation and selling   0.36   0.36   0.36   0.36   0.37  
Operating   0.67   0.72   0.68   0.62   0.65  

Netback   6.14   8.82   6.04   5.00   4.59  

Produced Gas — United States ($/Mcf)                      
Price   7.82   10.84   7.51   6.60   6.04  
Production and mineral taxes   0.81   1.19   0.75   0.65   0.62  
Transportation and selling   0.46   0.45   0.49   0.42   0.46  
Operating   0.53   0.60   0.55   0.50   0.45  

Netback   6.02   8.60   5.72   5.03   4.51  

Produced Gas — Total North America ($/Mcf)                      
Price   7.46   10.29   7.29   6.25   5.81  
Production and mineral taxes   0.34   0.48   0.32   0.28   0.27  
Transportation and selling   0.40   0.39   0.41   0.38   0.40  
Operating   0.62   0.68   0.64   0.58   0.58  

Netback   6.10   8.74   5.92   5.01   4.56  

32


 
  Per-Unit Results — 2005
 
  Year
  Q4
  Q3
  Q2
  Q1
 

Natural Gas Liquids — Canada ($/bbl)                      
Price   44.24   49.51   47.39   39.55   40.04  
Production and mineral taxes            
Transportation and selling   0.42   0.46   0.48   0.39   0.35  

Netback   43.82   49.05   46.91   39.16   39.69  

Natural Gas Liquids — United States ($/bbl)                      
Price   48.36   54.14   53.92   44.79   40.93  
Production and mineral taxes   4.86   5.42   5.46   4.37   4.20  
Transportation and selling   0.01   0.01   0.01   0.01   0.01  

Netback   43.49   48.71   48.45   40.41   36.72  

Natural Gas Liquids — Total North America ($/bbl)                      
Price   46.44   51.87   50.93   42.32   40.53  
Production and mineral taxes   2.60   2.77   2.96   2.31   2.34  
Transportation and selling   0.20   0.23   0.23   0.19   0.16  

Netback   43.64   48.87   47.74   39.82   38.03  

Crude Oil — Light and Medium — North America ($/bbl)                      
Price   45.09   46.27   55.41   41.44   38.57  
Production and mineral taxes   1.54   1.83   1.29   1.71   1.32  
Transportation and selling   1.20   1.14   1.29   1.20   1.19  
Operating   6.34   6.41   6.24   6.34   6.38  

Netback   36.01   36.89   46.59   32.19   29.68  

Crude Oil — Heavy — North America ($/bbl)                      
Price   27.92   28.27   39.69   22.77   20.76  
Production and mineral taxes   0.04   0.05   0.04   0.02   0.03  
Transportation and selling   1.20   1.11   1.08   1.13   1.52  
Operating   6.50   6.96   6.57   6.57   5.83  

Netback   20.18   20.15   32.00   15.05   13.38  

Crude Oil — Total North America ($/bbl)                      
Price   34.15   34.41   45.16   29.83   27.60  
Production and mineral taxes   0.58   0.66   0.48   0.66   0.53  
Transportation and selling   1.20   1.12   1.15   1.15   1.39  
Operating   6.44   6.77   6.45   6.48   6.04  

Netback   25.93   25.86   37.08   21.54   19.64  

Total Liquids — Canada ($/bbl)                      
Price   34.97   35.65   45.35   30.58   28.60  
Production and mineral taxes   0.53   0.60   0.43   0.61   0.48  
Transportation and selling   1.14   1.07   1.09   1.09   1.31  
Operating   5.89   6.19   5.83   5.96   5.55  

Netback   27.41   27.79   38.00   22.92   21.26  

33


 
  Per-Unit Results — 2005
 
  Year
  Q4
  Q3
  Q2
  Q1
 

Total Liquids — Total North America ($/bbl)                      
Price   36.17   37.16   46.16   31.80   29.77  
Production and mineral taxes   0.91   0.99   0.91   0.92   0.83  
Transportation and selling   1.04   0.98   0.99   1.00   1.18  
Operating   5.38   5.70   5.33   5.46   5.03  

Netback   28.84   29.49   38.93   24.42   22.73  

Total North America ($/Mcfe)                      
Price   7.13   9.37   7.38   6.03   5.62  
Production and mineral taxes   0.30   0.41   0.29   0.25   0.24  
Transportation and selling   0.35   0.34   0.35   0.33   0.36  
Operating(1)   0.68   0.74   0.69   0.66   0.64  

Netback   5.80   7.88   6.05   4.79   4.38  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

Crude Oil — Ecuador ($/bbl)

 

 

 

 

 

 

 

 

 

 

 
Price   39.36   37.82   47.76   36.37   35.80  
Production and mineral taxes   5.04   4.63   7.66   4.53   3.42  
Transportation and selling   2.25   1.86   2.45   2.48   2.21  
Operating   5.32   5.82   6.05   5.18   4.26  

Netback   26.75   25.51   31.60   24.18   25.91  

Note:


(1)
Year-to-date operating costs include costs related to long-term incentives of $0.03/Mcfe.

 
Per-Unit Results — 2004
 
Year
  Q4
  Q3
  Q2
  Q1
 

Continuing Operations:                    

Produced Gas — Canada ($/Mcf)

 

 

 

 

 

 

 

 

 

 
Price 5.34   5.86   5.10   5.20   5.21  
Production and mineral taxes 0.08   0.10   0.09   0.07   0.08  
Transportation and selling 0.39   0.39   0.37   0.35   0.44  
Operating 0.52   0.55   0.50   0.49   0.56  

Netback 4.35   4.82   4.14   4.29   4.13  

Produced Gas — United States ($/Mcf)                    
Price 5.79   6.53   5.36   5.72   5.39  
Production and mineral taxes 0.65   0.69   0.57   0.80   0.51  
Transportation and selling 0.31   0.27   0.26   0.34   0.39  
Operating 0.37   0.41   0.36   0.37   0.33  

Netback 4.46   5.16   4.17   4.21   4.16  

Produced Gas — Total North America ($/Mcf)                    
Price 5.47   6.08   5.18   5.34   5.26  
Production and mineral taxes 0.25   0.29   0.24   0.27   0.19  
Transportation and selling 0.36   0.35   0.33   0.35   0.43  
Operating 0.48   0.50   0.46   0.46   0.50  

Netback 4.38   4.94   4.15   4.26   4.14  

34


 
Per-Unit Results — 2004
 
Year
  Q4
  Q3
  Q2
  Q1
 

Natural Gas Liquids — Canada ($/bbl)                    
Price 31.43   36.73   33.46   28.48   27.27  
Production and mineral taxes          
Transportation and selling 0.41   0.47   0.45   0.35   0.35  

Netback 31.02   36.26   33.01   28.13   26.92  

Natural Gas Liquids — United States ($/bbl)                    
Price 35.43   38.74   36.09   32.93   32.77  
Production and mineral taxes 3.82   3.94   4.05   3.93   3.09  
Transportation and selling          

Netback 31.61   34.80   32.04   29.00   29.68  

Natural Gas Liquids — Total North America ($/bbl)                    
Price 33.36   37.75   34.85   30.63   29.46  
Production and mineral taxes 1.84   2.00   2.14   1.90   1.23  
Transportation and selling 0.21   0.23   0.21   0.18   0.21  

Netback 31.31   35.52   32.50   28.55   28.02  

Crude Oil — Light and Medium — North America ($/bbl)                    
Price 34.67   39.57   37.40   32.43   29.92  
Production and mineral taxes 0.96   1.38   0.85   0.79   0.86  
Transportation and selling 1.01   1.04   1.08   0.76   1.19  
Operating 5.85   6.41   6.49   4.84   5.87  

Netback 26.85   30.74   28.98   26.04   22.00  

Crude Oil — Heavy — North America ($/bbl)                    
Price 23.41   21.37   28.01   22.35   21.48  
Production and mineral taxes 0.04   0.04   0.05   (0.01 ) 0.06  
Transportation and selling 1.09   (0.57 ) 1.63   1.50   1.69  
Operating 5.32   6.27   4.79   4.82   5.44  

Netback 16.96   15.63   21.54   16.04   14.29  

Crude Oil — Total North America ($/bbl)                    
Price 27.92   28.63   31.49   26.85   24.73  
Production and mineral taxes 0.41   0.57   0.34   0.35   0.37  
Transportation and selling 1.06   0.07   1.42   1.17   1.50  
Operating 5.53   6.33   5.42   4.83   5.61  

Netback 20.92   21.66   24.31   20.50   17.25  

Total Liquids — Canada ($/bbl)                    
Price 28.21   29.36   31.63   26.99   24.95  
Production and mineral taxes 0.37   0.52   0.31   0.32   0.34  
Transportation and selling 1.00   0.11   1.35   1.10   1.40  
Operating 5.05   5.75   4.98   4.42   5.11  

Netback 21.79   22.98   24.99   21.15   18.10  

Total Liquids — Total North America ($/bbl)                    
Price 28.77   30.20   32.03   27.43   25.39  
Production and mineral taxes 0.63   0.82   0.63   0.59   0.49  
Transportation and selling 0.93   0.10   1.23   1.02   1.32  
Operating 4.67   5.24   4.55   4.09   4.82  

Netback 22.54   24.04   25.62   21.73   18.76  

35


 
Per-Unit Results — 2004
 
Year
  Q4
  Q3
  Q2
  Q1
 

Total North America ($/Mcfe)                    
Price 5.30   5.83   5.22   5.15   4.98  
Production and mineral taxes 0.21   0.25   0.21   0.22   0.16  
Transportation and selling 0.31   0.27   0.30   0.30   0.37  
Operating(1) 0.55   0.59   0.53   0.52   0.58  

Netback 4.23   4.72   4.18   4.11   3.87  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

Crude Oil — Ecuador ($/bbl)

 

 

 

 

 

 

 

 

 

 
Price 28.68   29.97   33.47   27.78   23.82  
Production and mineral taxes 2.13   2.73   2.62   1.84   1.37  
Transportation and selling 2.12   1.57   2.36   1.92   2.63  
Operating 4.39   5.02   4.35   4.14   4.04  

Netback 20.04   20.65   24.14   19.88   15.78  

Crude Oil — United Kingdom ($/bbl)                    
Price 36.92   46.19   40.88   34.68   31.11  
Production and mineral taxes          
Transportation and selling 2.06   2.17   2.44   1.85   1.94  
Operating 6.75   5.00   9.98   7.84   3.86  

Netback 28.11   39.02   28.46   24.99   25.31  

Note:


(1)
Year-to-date operating costs include costs related to long-term incentives of $0.01/Mcfe.

 
  Per-Unit Results — 2003
 
  Year
  Q4
  Q3
  Q2
  Q1
 

Continuing Operations:                      

Produced Gas — Canada ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 
Price   4.87   4.41   4.61   4.92   5.53  
Production and mineral taxes   0.07   0.10   0.08   0.08   0.02  
Transportation and selling   0.38   0.44   0.40   0.35   0.33  
Operating   0.48   0.45   0.50   0.47   0.48  

Netback   3.94   3.42   3.63   4.02   4.70  

Produced Gas — United States ($/Mcf)                      
Price   4.88   4.71   4.82   4.74   5.32  
Production and mineral taxes   0.47   0.42   0.46   0.46   0.57  
Transportation and selling   0.40   0.51   0.39   0.36   0.32  
Operating   0.28   0.29   0.33   0.31   0.20  

Netback   3.73   3.49   3.64   3.61   4.23  

Produced Gas — Total North America ($/Mcf)                      
Price   4.87   4.49   4.66   4.88   5.49  
Production and mineral taxes   0.16   0.18   0.17   0.17   0.14  
Transportation and selling   0.39   0.46   0.40   0.35   0.33  
Operating   0.43   0.41   0.46   0.43   0.42  

Netback   3.89   3.44   3.63   3.93   4.60  

36


 
  Per-Unit Results — 2003
 
  Year
  Q4
  Q3
  Q2
  Q1
   

Natural Gas Liquids — Canada ($/bbl)                        
Price   24.26   25.13   23.52   21.02   27.31    
Production and mineral taxes              
Transportation and selling   0.17   0.13   0.58        

Netback   24.09   25.00   22.94   21.02   27.31    

Natural Gas Liquids — United States ($/bbl)                        
Price   26.97   26.68   25.50   24.64   32.18    
Production and mineral taxes   2.03   2.69   2.64   1.21   1.55    
Transportation and selling              

Netback   24.94   23.99   22.86   23.43   30.63    

Natural Gas Liquids — Total North America ($/bbl)                        
Price   25.33   25.77   24.33   22.50   28.98    
Production and mineral taxes   0.80   1.12   1.08   0.50   0.53    
Transportation and selling   0.10   0.08   0.35        

Netback   24.43   24.57   22.90   22.00   28.45    

Crude Oil — Light and Medium — North America ($/bbl)                        
Price   26.61   25.53   24.31   27.43   29.34    
Production and mineral taxes   0.29   0.73   (1.35 ) 0.71   1.08    
Transportation and selling   1.42   1.33   0.71   1.73   1.95    
Operating   6.00   6.28   5.93   6.07   5.68    

Netback   18.90   17.19   19.02   18.92   20.63    

Crude Oil — Heavy — North America ($/bbl)                        
Price   19.61   18.43   17.93   20.07   22.62    
Production and mineral taxes   (0.03 ) 0.09   (0.49 ) 0.34   (0.02 )  
Transportation and selling   1.24   1.54   0.58   1.37   1.56    
Operating   5.67   4.95   5.93   6.18   5.70    

Netback   12.73   11.85   11.91   12.18   15.38    

Crude Oil — Total North America ($/bbl)                        
Price   22.29   21.08   20.26   22.95   25.34    
Production and mineral taxes   0.09   0.33   (0.80 ) 0.49   0.43    
Transportation and selling   1.31   1.46   0.63   1.51   1.72    
Operating   5.80   5.45   5.93   6.13   5.70    

Netback   15.09   13.84   14.50   14.82   17.49    

Total Liquids — Canada ($/bbl)                        
Price   22.47   21.41   20.54   22.76   25.55    
Production and mineral taxes   0.08   0.30   (0.73 ) 0.44   0.38    
Transportation and selling   1.21   1.36   0.62   1.36   1.54    
Operating   5.27   5.01   5.43   5.53   5.11    

Netback   15.91   14.74   15.22   15.43   18.52    

Total Liquids — Total North America ($/bbl)                        
Price   22.72   21.69   20.81   22.88   25.88    
Production and mineral taxes   0.19   0.43   (0.55 ) 0.49   0.44    
Transportation and selling   1.14   1.28   0.59   1.28   1.46    
Operating   4.97   4.74   5.13   5.18   4.85    

Netback   16.42   15.24   15.64   15.93   19.13    

37


 
  Per-Unit Results — 2003
 
  Year
  Q4
  Q3
  Q2
  Q1
 

Total North America ($/Mcfe)                      
Price   4.57   4.24   4.31   4.58   5.17  
Production and mineral taxes   0.13   0.15   0.10   0.14   0.12  
Transportation and selling   0.33   0.39   0.31   0.31   0.31  
Operating   0.54   0.52   0.58   0.55   0.53  

Netback   3.57   3.18   3.32   3.58   4.21  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

Crude Oil — Ecuador ($/bbl)

 

 

 

 

 

 

 

 

 

 

 
Price   24.21   23.57   22.13   22.31   30.86  
Production and mineral taxes   1.47   1.06   0.45   1.11   4.27  
Transportation and selling   2.56   2.81   2.36   2.41   2.35  
Operating   4.84   4.62   4.33   5.63   5.09  

Netback   15.34   15.08   14.99   13.16   19.15  

Crude Oil — United Kingdom ($/bbl)                      
Price   28.11   27.05   27.92   27.17   30.61  
Production and mineral taxes            
Transportation and selling   1.97   1.70   1.98   1.86   2.45  
Operating   5.09   6.23   6.55   4.69   2.92  

Netback   21.05   19.12   19.39   20.62   25.24  

38


        The following tables show the impact of Upstream realized financial hedging on EnCana's per-unit results.

 
  2005
 
  Year
  Q4
  Q3
  Q2
  Q1
   

Continuing Operations:                        

Natural Gas ($/Mcf)

 

(0.32

)

(0.88

)

(0.39

)

(0.14

)

0.18

 

 
Liquids ($/bbl)   (5.18 ) (5.00 ) (5.70 ) (4.88 ) (5.18 )  
Total ($/Mcfe)   (0.44 ) (0.87 ) (0.52 ) (0.30 ) (0.06 )  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador Oil ($/bbl)

 

(4.92

)

(3.57

)

(7.81

)

(4.90

)

(3.48

)

 

 
 
  2004
 
  Year
  Q4
  Q3
  Q2
  Q1
   

Continuing Operations:                        

Natural Gas ($/Mcf)

 

(0.22

)

(0.37

)

(0.15

)

(0.25

)

(0.08

)

 
Liquids ($/bbl)   (7.08 ) (8.24 ) (8.75 ) (6.53 ) (4.79 )  
Total ($/Mcfe)   (0.46 ) (0.61 ) (0.48 ) (0.47 ) (0.27 )  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador Oil ($/bbl)

 

(9.66

)

(14.60

)

(10.31

)

(7.13

)

(6.69

)

 
United Kingdom Oil ($/bbl)(1)   (7.62 ) (6.34 ) (11.75 ) (7.01 ) (5.72 )  

 
  2003
 
  Year
  Q4
  Q3
  Q2
  Q1
   

Continuing Operations:                        

Natural Gas ($/Mcf)

 

(0.10

)

0.16

 

(0.06

)

(0.25

)

(0.25

)

 
Liquids ($/bbl)   (3.41 ) (3.29 ) (2.76 ) (2.08 ) (5.64 )  
Total ($/Mcfe)   (0.23 ) (0.04 ) (0.18 ) (0.28 ) (0.44 )  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador Oil ($/bbl)

 


 


 


 


 


 

 
United Kingdom Oil ($/bbl)              

Note:

(1)
Excludes hedges unwound as a result of the United Kingdom disposition.

39


Drilling Activity

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

Exploration Wells Drilled

 
  Gas
  Oil
  Dry & Abandoned
  Total Working Interest
  Royalty
  Total
 
  Gross
  Net
  Gross
  Net
  Gross
  Net
  Gross
  Net
  Gross
  Gross
  Net
 

Continuing Operations:                                              

2005:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Canada   605   540   8   8   7   7   620   555   99   719   555  
  United States   7   6       9   7   16   13   1   17   13  
  Other       3   1   3   2   6   3     6   3  

Total   612   546   11   9   19   16   642   571   100   742   571  


2004:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Canada   566   534   48   47   9   6   623   587   51   674   587  
  United States   19   16   2         21   16     21   16  
  Other       3   2   5   2   8   4     8   4  

Total   585   550   53   49   14   8   652   607   51   703   607  


2003:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Canada   532   511   51   31   35   28   618   570   153   771   570  
  United States   40   35   7   2   4   2   51   39     51   39  
  Other   1         3   1   4   1     4   1  

Total   573   546   58   33   42   31   673   610   153   826   610  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador — 2005

 


 


 

2

 

1

 

3

 

2

 

5

 

3

 


 

5

 

3

 
Ecuador — 2004       6   3       6   3     6   3  
Ecuador — 2003       3   2       3   2     3   2  
United Kingdom — 2004       1     4   2   5   2     5   2  
United Kingdom — 2003       2   1   5   3   7   4     7   4  

40


Development Wells Drilled

 
  Gas
  Oil
  Dry & Abandoned
  Total Working Interest
  Royalty
  Total
 
  Gross
  Net
  Gross
  Net
  Gross
  Net
  Gross
  Net
  Gross
  Gross
  Net
 

Continuing Operations:                                              

2005:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Canada   3,503   3,229   277   243   12   11   3,792   3,483   932   4,724   3,483  
  United States   699   604           699   604   9   708   604  

Total   4,202   3,833   277   243   12   11   4,491   4,087   941   5,432   4,087  


2004:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Canada   3,632   3,419   386   364   16   15   4,034   3,798   1,105   5,139   3,798  
  United States   600   515   1     3   3   604   518     604   518  

Total   4,232   3,934   387   364   19   18   4,638   4,316   1,105   5,743   4,316  


2003:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Canada   3,964   3,901   756   650   24   18   4,744   4,569   1,347   6,091   4,569  
  United States   426   401       1   1   427   402     427   402  

Total   4,390   4,302   756   650   25   19   5,171   4,971   1,347   6,518   4,971  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador — 2005

 


 


 

28

 

15

 

3

 

1

 

31

 

16

 


 

31

 

16

 
Ecuador — 2004       43   25   1   1   44   26     44   26  
Ecuador — 2003       53   39   6   6   59   45     59   45  
United Kingdom — 2004       3   1       3   1     3   1  
United Kingdom — 2003       3         3       3    

Notes:

(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)
At December 31, 2005, EnCana was in the process of drilling 50 gross wells (45 net wells) in Canada, 95 gross wells (89 net wells) in the United States, zero wells in Ecuador and one well in another country.

41


Location of Wells

        The following table summarizes EnCana's interest in producing wells and wells capable of producing as at December 31, 2005:

 
  Gas
  Oil
  Total
 
  Gross
  Net
  Gross
  Net
  Gross
  Net
 

Continuing Operations:                          

Alberta

 

32,943

 

31,054

 

4,056

 

3,671

 

36,999

 

34,725

 
British Columbia   1,664   1,513   17   12   1,681   1,525  
Saskatchewan   456   442   1,200   520   1,656   962  
Manitoba       1   1   1   1  

Total Canada   35,063   33,009   5,274   4,204   40,337   37,213  

Colorado   4,493   3,535   6   3   4,499   3,538  
Texas   1,931   1,283   40   15   1,971   1,298  
Wyoming   1,372   1,093   1   1   1,373   1,094  
Utah   64   60   2   1   66   61  
Oklahoma   95   22       95   22  
Louisiana   3   2       3   2  

Total United States   7,958   5,995   49   20   8,007   6,015  

Total   43,021   39,004   5,323   4,224   48,344   43,228  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador

 


 


 

286

 

200

 

286

 

200

 

Notes:

(1)
EnCana has varying royalty interests in 13,847 natural gas wells and 8,779 crude oil wells which are producing or capable of producing.

(2)
Includes wells containing multiple completions as follows: 31,405 gross natural gas wells (28,524 net wells) and 696 gross crude oil wells (548 net wells).

42


Interest in Material Properties

        The following table summarizes EnCana's developed, undeveloped and total landholdings as at December 31, 2005:

 
   
  Developed
  Undeveloped
  Total
 
   
  Gross
  Net
  Gross
  Net
  Gross
  Net
 

 
   
  (thousands of acres)
 
Continuing Operations:                              

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Alberta   — Fee   4,424   4,424   2,706   2,706   7,130   7,130  
    — Crown   3,842   3,020   5,798   4,818   9,640   7,838  
    — Freehold   223   130   262   220   485   350  

        8,489   7,574   8,766   7,744   17,255   15,318  

  British Columbia   — Crown   875   749   4,495   3,961   5,370   4,710  
    — Freehold       7   7   7   7  

        875   749   4,502   3,968   5,377   4,717  

  Saskatchewan   — Fee   58   58   457   457   515   515  
    — Crown   158   146   571   557   729   703  
    — Freehold   14   10   62   60   76   70  

        230   214   1,090   1,074   1,320   1,288  

  Manitoba   — Fee   3   3   263   263   266   266  
    — Freehold       7   7   7   7  

        3   3   270   270   273   273  

  Newfoundland & Labrador   — Crown       2,549   1,707   2,549   1,707  
  Nova Scotia   — Crown       1,353   683   1,353   683  
  Northwest Territories   — Crown       178   62   178   62  
  Nunavut   — Crown       817   26   817   26  
  Beaufort   — Crown       126   4   126   4  

Total Canada       9,597   8,540   19,651   15,538   29,248   24,078  

43


 
 
   
  Developed
  Undeveloped
  Total
 
   
  Gross
  Net
  Gross
  Net
  Gross
  Net
 

 
   
  (thousands of acres)
 
United States                              
  Colorado   — Federal/State Lands   188   174   841   774   1,029   948  
    — Freehold   101   95   174   160   275   255  
    — Fee   3   3   47   47   50   50  

        292   272   1,062   981   1,354   1,253  

  Washington   — Federal/State Lands       668   657   668   657  
    — Freehold       180   180   180   180  

            848   837   848   837  

  Texas   — Federal/State Lands   9   3   446   446   455   449  
    — Freehold   330   142   1,090   925   1,420   1,067  
    — Fee       1   1   1   1  

        339   145   1,537   1,372   1,876   1,517  

  Wyoming   — Federal/State Lands   142   82   696   501   838   583  
    — Freehold   25   18   67   40   92   58  

        167   100   763   541   930   641  

  Other   — Federal/State Lands   12   9   352   211   364   220  
    — Freehold   10   5   77   76   87   81  

        22   14   429   287   451   301  

Total United States   820   531   4,639   4,018   5,459   4,549  

  Chad           54,103   27,052   54,103   27,052  
  Oman           9,606   4,803   9,606   4,803  
  Qatar           2,161   2,161   2,161   2,161  
  Greenland           1,701   1,488   1,701   1,488  
  Brazil           1,416   535   1,416   535  
  Australia           1,053   357   1,053   357  
  Azerbaijan           346   17   346   17  

Total International       70,386   36,413   70,386   36,413  

Total       10,417   9,071   94,676   55,969   105,093   65,040  


Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador

 

 

 

169

 

107

 

1,230

 

785

 

1,399

 

892

 

Notes:

(1)
This table excludes approximately 4.2 million gross acres under lease or sublease, reserving to EnCana royalties or other interests.

(2)
Fee lands are those lands in which EnCana has a fee simple interest in the minerals rights and has either: (i) not leased out all of the mineral zones; or (ii) retained a working interest. Prior to 2004, fee lands in which any zones were leased out were excluded as fee lands except with respect to lands in which EnCana retained a working interest. The current fee lands acreage summary now includes all fee titles owned by EnCana that have one or more zones that remain unleased or available for development.

(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.

44


Acquisitions, Dispositions and Capital Expenditures

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

        The following table summarizes EnCana's net capital investment for 2004 and 2005.

 
  2005
  2004
   

 
  ($ millions)
   
Upstream            
  Canada   4,150   3,015    
  United States   1,982   1,249    
  Other Countries   70   79    

    6,202   4,343    
Midstream & Marketing   197   10    
Corporate   78   46    

Core Capital from Continuing Operations   6,477   4,399    


Upstream

 

 

 

 

 

 
  Acquisitions            
    Property            
      Canada   30   64    
      United States   418   300    
    Corporate            
      Petrovera     253    
      Tom Brown, Inc.(1)     2,335    
  Dispositions            
    Property            
      Canada   (447 ) (877 )  
      United States   (2,074 ) (266 )  
    Corporate            
      Petrovera     (540 )  

Midstream & Marketing

 

 

 

 

 

 
  Property     (1 )  
  Corporate            
    Kingston CoGen     (25 )  
Corporate   (2 )    

Net Acquisition and Disposition Activity from Continuing Operations   (2,075 ) 1,243    

Discontinued Operations            
  Ecuador   179   240    
  United Kingdom     (1,656 )  
  Midstream   (484 ) (20 )  

Net Capital Investment   4,097   4,206    

Note:

(1)
Net cash consideration excluding debt acquired of $406 million.

        EnCana plans to dispose of various non-core assets in 2006, including its interests in Ecuador, the Chinook discovery in Brazil, its gas storage business, the Entrega Pipeline and any other assets deemed to be non-core to the Corporation.

45



Delivery Commitments

        As part of ordinary business operations, EnCana has a number of delivery commitments to provide crude oil and natural gas under existing contracts and agreements. The Corporation has sufficient reserves of natural gas and crude oil to meet these commitments. More detailed information relating to such commitments can be found in Note 18 to EnCana's audited consolidated financial statements for the year ended December 31, 2005.

GENERAL

Competitive Conditions

        All aspects of the oil and gas industry are highly competitive and EnCana actively competes with oil and natural gas and other companies, particularly in the following areas: (i) exploration for and development of new sources of oil and natural gas reserves; (ii) reserve and property acquisitions; (iii) transportation and marketing of oil, natural gas and NGLs; (iv) access to services and equipment to carry out exploration, development or operating activities; and (v) 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 oil and natural gas, both of which could have a negative impact on EnCana's financial results.

Environmental Protection

        EnCana's worldwide operations are subject to government laws and regulations concerning pollution, protection of the environment and the handling and transport 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 to the Board of Directors for approval environmental policy 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 expects to incur abandonment and site reclamation costs as existing oil and gas properties are abandoned and reclaimed. In 2005, expenditures beyond normal compliance with environmental regulations were not material. EnCana does not anticipate making material expenditures beyond normal compliance with environmental regulations in 2006. Based on EnCana's current estimate, the total anticipated undiscounted future cost of abandonment and reclamation costs to be incurred over the life of the reserves is estimated at $4.9 billion.

Social and Environmental Policies

        In 2003, EnCana developed a Corporate Responsibility Policy (the "Policy") that translates its constitutional values and shared principles into policy commitments. The Policy applies to any activity undertaken by or on behalf of EnCana, anywhere in the world, associated with the finding, production, transmission and storage of the Corporation's products including decommissioning of facilities, marketing and other business and administrative functions. The Policy has specific requirements in areas related to: (i) leadership commitment, (ii) sustainable value creation, (iii) governance and business practices, (iv) human rights, (v) labour practices, (vi) environment, health and safety, (vii) stakeholder engagement, and (viii) socio-economic and community development.

        Accountability for implementation of the Policy is at the operational level within EnCana's business units. Business units have established processes to evaluate risks, and programs are implemented to minimize that risk, which may include appropriate mitigation measures. Results related to the commitments outlined in the Corporate Constitution are tied to the individual performance assessment process.

46



        With respect to human rights, the Policy states that: (i) while governments have the primary responsibility to promote and protect human rights, EnCana shares this goal and will support and respect human rights within its sphere of influence; (ii) EnCana will not take part in human rights abuse, and will not engage or be complicit in any activity that solicits or encourages human rights abuse; and (iii) in providing for the protection of company personnel and assets by public or private security forces, EnCana will promote respect for, and protection of, human rights.

        The Policy states the following with respect to the environment: (i) EnCana will safeguard the environment, and will operate in a manner consistent with recognized global industry standards in environment, health and safety; (ii) in all of its operations, EnCana will strive to make efficient use of resources, to minimize its environmental footprint, and to conserve habitat diversity and the plant and animal populations that may be affected by its operations; and (iii) EnCana will strive to reduce its emissions intensity and increase its energy efficiency.

        With respect to EnCana's relationship with the communities in which it does business, the Policy states that: (i) EnCana emphasizes collaborative, consultative and partnership approaches in its community investment and programs, recognizing that no corporation is solely responsible for changing the fundamental economic, environmental and social situation in a community or country; and (ii) through its activities, EnCana will assist in local capacity-building and develop mutually beneficial relationships, to make a positive difference in the communities and regions where it operates.

        Some of the steps that EnCana has taken to embed the corporate responsibility approach throughout the organization include: (i) a comprehensive approach to training and communicating policies and practices; (ii) an EH&S management system; (iii) a security program to regularly assess security threats to business operations and manage the associated risks; (iv) a formalized approach to stakeholder relations with a standardized Stakeholder Engagement Guide; (v) corporate responsibility performance metrics to track the Corporation's progress; (vi) contribution of a minimum of one percent of EnCana's pre-tax domestic profits to charitable and non-profit organizations in the communities in which EnCana operates; (vii) an Investigations Practice and an Investigations Committee to review and resolve potential violations of EnCana policies or practices and other regulations; (viii) an Integrity Hotline that provides an additional avenue for EnCana's stakeholders to raise their concerns; (ix) an internal corporate EH&S audit program that evaluates EnCana's compliance with the expectations and requirements of the EH&S management system; and (x) related policies and practices such as an Alcohol and Drug Policy and Business Conduct and Ethics Practice. In addition, EnCana's Board of Directors approves such policies, is advised of significant contraventions thereof, and receives updates on trends, issues or events which could have a significant impact on the Corporation.

Employees

        At December 31, 2005, EnCana employed 4,547 full time equivalent ("FTE") employees as set forth in the following table:

 
  FTE Employees
 

Upstream   3,618  
Midstream & Marketing   273  
Corporate   656  

Total   4,547  

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

47


Foreign Operations

        As at December 31, 2005, approximately 96 percent of EnCana's reserves and 91 percent of its production were located in North America, which limits EnCana's exposure to risks and uncertainties in countries considered politically and economically unstable. EnCana's operations and related assets outside North America may be adversely affected by changes in governmental policy, social instability or other political or economic developments which are not within the control of EnCana, including the expropriation of property, the cancellation or modification of contract rights and restrictions on repatriation of cash. The Corporation has undertaken to mitigate these risks where practical and considered warranted.

Reorganizations

        As discussed under "Name and Incorporation" in this annual information form, EnCana was formed through the Merger of AEC and PanCanadian on April 5, 2002. AEC remained in existence as an indirect wholly owned subsidiary of EnCana, and on January 1, 2003, AEC was amalgamated with EnCana.

        As a general matter, EnCana reorganizes its subsidiaries as required to maintain proper alignment of its businesses and facilitate acquisitions and dispositions. On January 1, 2005 EnCana completed a reorganization of its U.S. subsidiaries. The U.S. corporate structure had grown significantly due to corporate acquisitions, and a number of entities were merged in order to rationalize the structure and help reduce administrative burdens. In October 2005, EnCana completed a restructuring to facilitate the sale of its NGLs business and the planned sale of its gas storage business. In addition, in December 2005 the Corporation initiated a restructuring of various Canadian subsidiaries in order to eliminate corporate entities that had become unnecessary. EnCana expects to complete this restructuring in February 2006.

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 and Municipality of Residence
  Director Since(12)
  Principal Occupation
 


 

 

 

 

 

 

MICHAEL N. CHERNOFF(2,6)
West Vancouver, British Columbia, Canada

 

1999

 

Corporate Director

 

RALPH S. CUNNINGHAM(2,3)
Houston, Texas, United States

 

2003

 

Group Executive Vice President & Chief Operating Officer of the General Partner of Enterprise Products L.P. (Enterprise Products GP, LLC)
(Midstream energy services)

 

PATRICK D. DANIEL(1,5)
Calgary, Alberta, Canada

 

2001

 

President & Chief Executive Officer
Enbridge Inc.
(Energy delivery)

 

IAN W. DELANEY(3,4)
Toronto, Ontario, Canada

 

1999

 

Executive Chairman
Sherritt International Corporation
(Nickel/cobalt mining, oil and natural gas production, electricity generation and coal mining)

 

RANDALL K. ERESMAN
Calgary, Alberta, Canada

 

2006

 

President & Chief Executive Officer
EnCana Corporation

 

MICHAEL A. GRANDIN(3,4,6,8)
Calgary, Alberta, Canada

 

1998

 

Chairman & Chief Executive Officer
Fording Canadian Coal Trust
(Metallurgical coal)

 

48


Name and Municipality of Residence
  Director Since(12)
  Principal Occupation
 


 

 

 

 

 

 

BARRY W. HARRISON(1,4,9)
Calgary, Alberta, Canada

 

1996

 

Corporate Director and independent businessman

 

DALE A. LUCAS(1,5)
Calgary, Alberta, Canada

 

1997

 

Corporate Director

 

KEN F. MCCREADY(2,5,10)
Calgary, Alberta, Canada

 

1992

 

President
K.F. McCready & Associates Ltd.
(Sustainable energy development consulting company)

 

GWYN MORGAN
Calgary, Alberta, Canada

 

1993

 

Executive Vice-Chairman
EnCana Corporation

 

VALERIE A. A. NIELSEN(2,6)
Calgary, Alberta, Canada

 

1990

 

Corporate Director

 

DAVID P. O'BRIEN(4,7,11)
Calgary, Alberta, Canada

 

1990

 

Chairman
EnCana Corporation
Chairman
Royal Bank of Canada

 

JANE L. PEVERETT(1)
West Vancouver, British Columbia, Canada

 

2003

 

President & Chief Executive Officer
British Columbia Transmission Corporation
(Electrical transmission)

 

DENNIS A. SHARP(2,4)
Calgary, Alberta, Canada & Montreal, Quebec, Canada

 

1998

 

Executive Chairman
UTS Energy Corporation
(Oilsands company)

 

JAMES M. STANFORD, O.C.(1,3,6)
Calgary, Alberta, Canada

 

2001

 

President
Stanford Resource Management Inc.
(Investment management)

 


Notes:

(1)
Audit Committee.

(2)
Corporate Responsibility, Environment, Health and Safety Committee.

(3)
Human Resources and Compensation Committee.

(4)
Nominating and Corporate Governance Committee.

(5)
Pension Committee.

(6)
Reserves Committee.

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

(8)
Mr. Grandin was a director of Pegasus Gold Inc. in 1998 when that company filed voluntarily to reorganize under Chapter 11 of the Bankruptcy Code (United States). A liquidation plan for that company received court confirmation later that year.

(9)
Mr. Harrison was a director of Gauntlet Energy Corporation in June 2003 when it filed for and was granted an order pursuant to the Companies' Creditors Arrangement Act (Canada). A plan of arrangement for that company received court confirmation later that year.

(10)
Mr. McCready was a director of Colonia Corporation when the company was placed into receivership in October 2000. The company came out of receivership in October 2001. Mr. McCready was a director, Chairman and Chief Executive Officer of Etho Power Corporation, a small private company, when it was assigned into bankruptcy on April 7, 2003.

(11)
Mr. O'Brien resigned as a director of Air Canada on November 26, 2003. On April 1, 2003, Air Canada obtained an order from the Ontario Superior Court of Justice providing creditor protection under the Companies' Creditors Arrangement Act (Canada). Air Canada also made a concurrent petition under Section 304 of the U.S. Bankruptcy Code. On September 30, 2004, Air Canada announced that it had successfully completed its restructuring process and implemented its Plan of Arrangement.

(12)
Denotes the year each individual became a director of EnCana or one of its predecessor companies (AEC or PanCanadian).

49


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

        At the date of this annual information form, there are 15 directors of the Corporation. At the next Annual Meeting of Shareholders, shareholders will be asked to elect as directors the 15 nominees listed in the above table to serve until the close of the next annual meeting of shareholders, or until their respective successors are duly elected or appointed. Subject to mandatory retirement age restrictions which have been established by the Board of Directors, all of the directors shall be eligible for re-election.

Executive Officers

Name and Municipality of Residence
  Office
 

DAVID P. O'BRIEN
Calgary, Alberta, Canada
  Chairman  

GWYN MORGAN(1)
Calgary, Alberta, Canada

 

Executive Vice-Chairman

 

RANDALL K. ERESMAN(1)
Calgary, Alberta, Canada

 

President & Chief Executive Officer

 

ROGER J. BIEMANS(2)
Denver, Colorado, United States

 

Executive Vice-President

 

BRIAN C. FERGUSON(3)
Calgary, Alberta, Canada

 

Executive Vice-President, Corporate Development

 

MICHAEL M. GRAHAM
Calgary, Alberta, Canada

 

Executive Vice-President

 

R. WILLIAM OLIVER
Calgary, Alberta, Canada

 

Executive Vice-President

 

GERARD J. PROTTI
Calgary, Alberta, Canada

 

Executive Vice-President, Corporate Relations

 

HAYWARD J. WALLS(4)
Calgary, Alberta, Canada

 

Executive Vice-President, Corporate Services & Chief Information Officer

 

JOHN D. WATSON(3)
Calgary, Alberta, Canada

 

Executive Vice-President & Chief Financial Officer

 

JEFF E. WOJAHN(2)
Calgary, Alberta, Canada

 

Executive Vice-President

 


Notes:

(1)
Gwyn Morgan stepped down as President & Chief Executive Officer effective December 31, 2005. He has agreed to remain an officer of the Corporation in the role of Executive Vice-Chairman for the year 2006. Effective January 1, 2006, Randy Eresman became President & Chief Executive Officer and a Director of the Corporation.

(2)
Effective March 1, 2006, Roger Biemans (currently Executive Vice-President and President, USA Region) and Jeff Wojahn (currently Executive Vice-President and President, Canadian Plains Region) will switch positions.

(3)
Effective March 1, 2006, Brian Ferguson will succeed John Watson as Executive Vice-President & Chief Financial Officer. Also effective March 1, 2006, Don Swystun (currently President, Ecuador Region) will be appointed Executive Vice-President, Corporate Development.

(4)
Successor of Drude Rimell who stepped down as Executive Vice-President, Corporate Services effective December 31, 2005.

50


        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. Cunningham was appointed Group Executive Vice President & Chief Operating Officer of the General Partner of Enterprise Products L.P. (Enterprise Products GP, LLC) effective December 1, 2005, and a director on February 14, 2006. He was appointed as a director and Chairman of the Board of Texas Eastern Products Pipeline Company, LLC effective March 22, 2005 and resigned from the position effective November 23, 2005.

        Mr. Grandin served as Dean of the Haskayne School of Business, University of Calgary from April 2004 to January 2006. He was President of PanCanadian Energy Corporation from October 2001 to April 2002. He was Executive Vice-President and Chief Financial Officer of Canadian Pacific Limited from December 1997 to October 2001.

        Mr. O'Brien was Chairman and Chief Executive Officer of PanCanadian Energy Corporation from October 2001 to April 2002 and Chairman, President and Chief Executive Officer of Canadian Pacific Limited from May 1996 to October 2001.

        Ms. Peverett was Vice President, Corporate Services and Chief Financial Officer of British Columbia Transmission Corporation (BCTC) from June 2003 to April 2005 when she was appointed President and Chief Executive Officer of BCTC. She was President of Union Gas Limited from April 2002 to May 2003, President and Chief Executive Officer from April 2001 to April 2002 and Senior Vice President Sales & Marketing from June 2000 to April 2001.

        Mr. Sharp was Chairman and Chief Executive Officer of UTS Energy Corporation from July 1998 to October 2004.

        All of the directors and executive officers of EnCana listed above beneficially owned, as of February 14, 2006, directly or indirectly, or exercised control or direction over an aggregate of 2,428,657 Common Shares representing 0.29 percent of the issued and outstanding voting shares of EnCana, and directors and executive officers held options to acquire an aggregate of 3,160,500 additional Common Shares.

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

AUDIT COMMITTEE INFORMATION

        The full text of the audit committee mandate is included in Appendix C 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 Multilateral Instrument 52-110 Audit Committees. The relevant education and experience of each audit committee member is outlined below:

Patrick D. Daniel

        Mr. Daniel holds a Bachelor of Science (University of Alberta) and a Masters of Science (University of British Columbia), both in chemical engineering. He also completed the Harvard Advanced Management Program. He is President and Chief Executive Officer and a director of Enbridge Inc. (energy delivery company). He is a director of a number of Enbridge subsidiaries and a director of the general partner of Enbridge Energy Partners, L.P. and Enbridge Energy Management, L.L.C. He is also a director and member of

51



the Audit Committee of Enerflex Systems Ltd. (compression systems manufacturer), a director of Synenco Energy Inc. (oilsands mining), and a Trustee of Enbridge Commercial Trust, a subsidiary entity of Enbridge Income Fund.

Barry W. Harrison (Audit Committee Chair)

        Mr. Harrison holds a Bachelor of Business Administration and Banking (Colorado College) and a Bachelor of Laws (University of British Columbia). He is a Corporate Director and an independent businessman. Mr. Harrison is a director and President of Eastgate Minerals Ltd. (oil and gas) and a director and member of the Audit Committee of Eastshore Energy Ltd. (oil and gas). He is also a director and Chairman of the Audit Committees of The Wawanesa Mutual Insurance Company (property and casualty insurer) and its related companies, The Wawanesa Life Insurance Company and its U.S. subsidiary, the Wawanesa General Insurance Company. He was Managing Director of Goepel Shields & Partners Inc. in Calgary.

Dale A. Lucas

        Mr. Lucas holds a Bachelor of Science in Chemical Engineering and a Bachelor of Arts in Economics (University of Alberta). Mr. Lucas is a Corporate Director and is President of D.A. Lucas Enterprises Inc., a private company owned by Mr. Lucas and through which he consulted internationally. During his 44-year career in the energy sector, he served the maximum 6-year term as a director of the New York Mercantile Exchange (NYMEX) and was past Chairman of the Alberta Petroleum Marketing Commission. He has held senior executive positions with J. Makowski Canada Ltd. (Calgary), J. Makowski Associates Inc. (Boston), BP Canada and BP Pipelines (San Francisco).

Jane L. Peverett

        Ms. Peverett holds a Bachelor of Commerce (McMaster University) and a Masters of Business Administration (Queen's University), together with a designation as a Certified Management Accountant and a Canadian Security Analyst Certificate. She is also a Fellow of The Society of Management Accountants (FCMA). She was Vice President, Corporate Services and Chief Financial Officer of British Columbia Transmission Corporation (electrical transmission) from June 2003 to April 2005, when she was appointed President and Chief Executive Officer. In her 15-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.

James M. Stanford, O.C.

        Mr. Stanford holds a Doctor of Laws (Hon.) and a Bachelor of Science in Petroleum Engineering (University of Alberta), and a Doctor of Laws (Hon.) and a Bachelor of Science in Mining (Concordia University). He is President of Stanford Resource Management Inc. (investment management) and is a director of a number of publicly traded companies: Kinder Morgan, Inc. (North American midstream energy company), OPTI Canada Inc. (oilsands development and upgrading company) and NOVA Chemicals Corporation (commodity chemical company). He was Chairman of the Audit Committee of Inco Limited from April 2002 until August 2005 when he retired from the Board. Mr. Stanford was President and Chief Executive Officer of Petro-Canada (oil and gas company) for seven years and was Chief Operating Officer and President for three years.

        The above list does not include David P. O'Brien who is an ex officio member of the audit committee.

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

52



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 precisely 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 Chairman of the audit committee (or if the Chairman is unavailable, any other member of the committee) to pre-approve the provision of permitted services by PricewaterhouseCoopers LLP which are not otherwise pre-approved by the audit committee, including the fees and terms of the proposed services ("Delegated Authority"). Any required determination about the Chairman's unavailability is required to be made by the good faith judgment of the applicable other member(s) of the audit committee after considering all facts and circumstances deemed by such member(s) to be relevant. 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 Chairman 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 Corporation for professional services rendered by PricewaterhouseCoopers LLP during fiscal 2005 and 2004:

($ thousands)
  2005
  2004
 

Audit Fees(1)   3,726   3,177  
Audit-Related Fees(2)   894   166  
Tax Fees(3)   1,021   1,097  
All Other Fees(4)   26   24  

Total   5,667   4,464  

Notes:

(1)
Audit fees consist of fees for the audit of the Corporation'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 Corporation's financial statements and are not reported as Audit Fees. During fiscal 2005 and 2004, the services provided in this category included due diligence reviews in connection with acquisitions and dispositions, research of accounting and audit-related issues, review of reserves disclosure and the completion of audits required by contracts to which the Corporation is a party.

(3)
Tax fees consist of fees for tax compliance services, tax advice and tax planning. During fiscal 2005 and 2004, the services provided in this category included assistance and advice in relation to the preparation of corporate income tax returns and expatriate tax services.

(4)
During fiscal 2005 and 2004, 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 and a working paper documentation package used by the Corporation's internal audit group.

        EnCana did not rely on the de minimus exemption provided by Section (c)(7)(i)(C) of Rule 2-01 of SEC Regulation S-X in 2004 or 2005.

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DESCRIPTION OF SHARE CAPITAL

        The Corporation is authorized to issue an unlimited number of Common Shares, an unlimited number of First Preferred Shares and an unlimited number of Second Preferred Shares. As of December 31, 2005 there were approximately 859 million Common Shares outstanding and no Preferred Shares outstanding.

        At the annual and special meeting of EnCana's shareholders on April 27, 2005, the Corporation's shareholders approved the subdivision of EnCana's outstanding common shares on a two-for-one basis. Each shareholder received one additional common share for each common share held on the record date for the stock split of May 12, 2005. EnCana's common shares commenced trading on a subdivided basis on May 10, 2005.

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 Corporation. 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 Corporation or other distribution of assets of the Corporation 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 Corporation.

        EnCana has stock-based compensation plans that allow employees to purchase Common Shares of the Corporation. Option exercise prices approximate the market price for the Common Shares on the date the options were issued. Options granted under the plan are generally fully exercisable after three years and expire five years after the grant date. Options granted under predecessor and/or related company replacement plans expire up to 10 years from the date the options were granted.

        The Corporation has a shareholder rights plan (the "Plan") that was adopted to ensure, to the extent possible, that all shareholders of the Corporation are treated fairly in connection with any take-over bid for the Corporation. 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 takeover 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 acquiror, 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. The Plan was reconfirmed at the 2004 annual meeting of shareholders and must be reconfirmed at every third annual meeting thereafter until it expires on July 30, 2011.

Preferred Shares

        Preferred Shares may be issued in one or more series. The Board of Directors may determine the designation, rights, privileges, restrictions and conditions attached to each series of Preferred Shares before the issue of such series. Holders of the Preferred Shares are not entitled to vote at any meeting of the shareholders of the Corporation, but may be entitled to vote if the Corporation fails to pay dividends on that series of Preferred Shares. The First Preferred Shares are entitled to priority over the Second Preferred Shares and the Common Shares of the Corporation with respect to the payment of dividends and the distribution of assets of the Corporation in the event of any liquidation, dissolution or winding up of the Corporation's affairs.

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CREDIT RATINGS

        The following table outlines the ratings of the Corporation's debt as of December 31, 2005.

 
  Standard & Poor's
Ratings Services ("S&P")

  Moody's Investors Service ("Moody's")
  Dominion Bond Rating Service ("DBRS")
 

Senior Unsecured/Long-Term Rating   A-   Baa2   A (low)  
Commercial Paper/Short-Term Rating   A-1 (low)   P-2   R-1 (low)  
Outlook   Negative   Stable   Stable  

        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 of such securities rated. A rating of A- by S&P is the third highest of ten categories and indicates that the obligor is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong. The addition of a plus (+) or minus (-) designation after a rating indicates the relative standing within a particular rating category. The negative outlook status implies that the rating could remain the same or be lowered. S&P's Canadian commercial paper ratings scale ranges from A-1 (high) to D, representing the range from highest to lowest quality. A-1 (low) is the third highest of eight categories and indicates that the obligor has satisfactory capacity to meet its financial commitments.

        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 of such securities rated. A rating of Baa2 by Moody's is the fourth highest of nine categories and is assigned to debt securities which are considered medium-grade obligations (i.e., they are subject to moderate credit risk). Such debt securities 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 issue ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. Moody's short-term ratings are on a scale ranging from P-1 (highest quality) to NP (lowest quality). P-2 is the second highest of four categories and indicates that the issuer has a strong ability to repay short-term debt obligations.

        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 of such securities rated. A rating of A (low) by DBRS is the third highest of ten categories and is assigned to debt securities considered to be of satisfactory credit quality. Protection of interest and principal is still substantial, but the degree of strength is less than that of AA rated entities. While a respectable rating, entities in the A category are considered to be more susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated securities. The assignment of a "(high)" or "(low)" modifier within each rating category indicates relative standing within such category. DBRS' short-term ratings are on a scale ranging from R-1 (high) to D, representing the range from highest to lowest quality. R-1 (low) is the third highest of ten categories and indicates that the short-term debt is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favourable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors that exist are considered manageable, and the entity is normally of sufficient size to have some influence in its industry.

        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 purchase, hold or sell the securities inasmuch as such ratings do not comment as to market price or suitability for a particular investor. Any rating may not remain in effect for any given period of time or may be revised or withdrawn entirely by a rating agency in the future if in its judgment circumstances so warrant.

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MARKET FOR SECURITIES

        All of the outstanding Common Shares of EnCana are listed and posted for trading on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the symbol ECA. The following table outlines the share price trading range and volume of shares traded by month in 2005.

 
  Toronto Stock Exchange
  New York Stock Exchange
 
  Share Price Trading Range
   
  Share Price Trading Range
   
 
 
  Share Volume
  Share Volume
 
 
  High
  Low
  Close
  High
  Low
  Close
 

 
   
  (C$ per share)
   
  (millions)
   
  ($ per share)
   
  (millions)
 
2005                                  
January   37.43   32.55   36.68   71.9   30.27   26.45   29.55   38.3  
February   42.50   36.48   40.91   63.5   34.62   29.37   33.45   41.5  
March   44.28   39.68   42.72   79.8   36.45   32.72   35.21   55.7  
April   45.25   39.05   40.27   69.5   37.11   31.31   31.93   54.6  
May   44.74   40.00   43.50   52.2   35.50   31.53   34.67   42.2  
June   51.27   43.48   48.33   61.1   41.56   34.84   39.59   47.6  
July   53.65   47.72   50.47   49.3   43.96   39.26   41.35   43.8  
August   58.94   49.56   58.21   75.7   49.77   40.55   49.19   66.1  
September   68.70   56.75   67.85   78.0   58.49   47.78   58.31   76.0  
October   69.64   51.90   54.00   116.1   59.82   44.50   45.86   149.0  
November   57.70   50.04   51.77   73.3   48.80   42.00   44.32   76.4  
December   59.95   51.45   52.56   66.9   52.04   43.85   45.16   71.1  

Note:

(1)
EnCana's common shares began trading on a post-split basis (two-for-one) on May 10, 2005. All data from January 1, 2005 to May 10, 2005 has been adjusted to reflect the share split.

        In February 2005, EnCana received approval from the TSX to amend its normal course issuer bid program. Under the amended Bid, EnCana was entitled to purchase up to 92.2 million Common Shares on a post-split basis (10 percent of the public float on October 22, 2004), over a period ending October 28, 2005. Purchases may be made through the facilities of the TSX and the NYSE, in accordance with the policies and rules of each exchange. During 2005, EnCana purchased approximately 55 million shares under the terms of the Bid for approximately $1.9 billion.

        In October 2005, EnCana received approval from the TSX to renew the Bid. Under the renewed Bid, EnCana is entitled to purchase up to 85.6 million Common Shares (10 percent of the public float on October 25, 2005) over a period ending October 30, 2006. As of December 31, 2005, the Corporation had not purchased any shares under the renewed Bid. During January 2006, EnCana purchased approximately 6.8 million shares for approximately $314 million.

        EnCana issued one series of debt securities in 2005 that are not listed or quoted on an exchange. On September 21, 2005, the Corporation completed the offering of C$500 million of senior unsecured medium term notes at a price of 99.967 percent. The notes have a coupon rate of 3.60% and mature on September 15, 2008.

        During 2005, the Corporation completed the redemption of nine issues of Canadian medium term notes: EnCana's 5.95% notes due October 1, 2007, 5.95% notes due June 2, 2008, 5.80% notes due June 19, 2008, 6.10% notes due June 1, 2009, 7.15% notes due December 17, 2009, 8.50% notes due March 15, 2011, 7.10% notes due October 11, 2011, 7.30% notes due September 2, 2014 and 5.50%/6.20% notes due June 23, 2028. The aggregate principal amount of the notes was C$1.15 billion. The notes were redeemed at a total cost of C$1.3 billion.

56


DIVIDENDS

        The declaration of dividends is at the discretion of the Board of Directors and is approved quarterly. In 2003, cash dividends were paid to common shareholders at a rate of C$0.20 per share annually (C$0.05 per share quarterly). In 2004, EnCana began paying cash dividends to common shareholders in United States dollars at a rate of $0.20 per share annually ($0.05 per share quarterly). In the second quarter of 2005, EnCana increased its dividend by 50 percent to $0.30 per share annually ($0.075 per share quarterly). EnCana's Board of Directors has declared a dividend of $0.075 per share payable on March 31, 2006 to common shareholders of record on March 15, 2006. All of the figures in this section have been adjusted to reflect the May 2005 share split.

LEGAL PROCEEDINGS

        The Corporation is involved in various claims and litigation arising in the normal course of business. While the outcome of these matters is uncertain and there can be no assurance that such matters will be resolved in EnCana's favour, the Corporation does not currently believe that the outcome of any pending or threatened proceedings related to these or other matters, or the amounts which the Corporation may be required to pay by reason thereof, would have a material adverse impact on its financial position, results of operations or liquidity.

        For information on legal proceedings related to EnCana's discontinued merchant energy trading operations refer to "Risk Factors" 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 operation or cash flows could be materially adversely affected.

A substantial or extended decline in crude oil and natural gas prices could have a material adverse effect on EnCana.

        EnCana's financial performance and condition are substantially dependent on the prevailing prices of crude oil and natural gas. Fluctuations in crude oil or natural gas prices could have an adverse effect on the Corporation's operations and financial condition and the value and amount of its proved reserves. Prices for crude oil and natural gas fluctuate in response to changes in the supply of and demand for crude oil and natural gas, market uncertainty and a variety of additional factors beyond the Corporation's control. Crude oil prices are determined by international supply and demand. Factors which affect crude 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 supply of crude oil, the price of foreign imports, the availability of alternate fuel sources and weather conditions. Natural gas prices realized by EnCana are affected primarily by North American supply and demand, weather conditions and by prices of alternate sources of energy. Any substantial or extended decline in the prices of crude oil and natural gas could result in a delay or cancellation of existing or future drilling, development or construction programs or curtailment in production at some properties or could result in unutilized long-term transportation commitments, all of which could have an adverse effect on the Corporation's revenues, profitability and cash flows.

        The market prices for heavy oil are lower than the established market indices for light and medium grades of oil, due principally to diluent prices and the higher production, transportation and refining costs associated with heavy oil. Also, the market for heavy oil is more limited than for light and medium grades, making it more susceptible to supply and demand fundamentals. Future price differentials are uncertain and any increase in the heavy oil differentials could have a material adverse effect on EnCana's business.

        EnCana conducts an annual assessment of the carrying value of its assets in accordance with Canadian GAAP. If crude oil and natural gas prices decline, the carrying value of EnCana's assets could be subject to financial downward revisions, and the Corporation's earnings could be adversely affected.

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If EnCana fails to acquire or find additional crude oil and natural gas reserves, the Corporation's reserves and production will decline materially from their current levels.

        EnCana's future crude oil and natural gas reserves and production, and therefore its cash flows, are highly dependent upon its success in exploiting its current reserve base and acquiring, discovering or developing additional reserves. Without reserve additions through exploration, acquisition or development activities, the Corporation's reserves and production will decline over time as reserves are depleted. The business of exploring for, developing or acquiring reserves is capital intensive. To the extent cash flows from operations are insufficient and external sources of capital become limited, EnCana's ability to make the necessary capital investments to maintain and expand its crude oil and natural gas reserves will be impaired. In addition, there can be no guarantee that EnCana will be able to find and develop or acquire additional reserves to replace production at acceptable costs.

EnCana's crude oil and natural gas reserve data and future net revenue estimates are uncertain.

        There are numerous uncertainties inherent in estimating quantities of crude oil and natural gas reserves, including many factors beyond the Corporation's control. The reserve data in this annual information form represents estimates only. In general, estimates of economically recoverable crude oil and natural gas reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as product prices, future operating and capital costs, historical production from the properties and the assumed effects of regulation by governmental agencies, 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. For those reasons, estimates of the economically recoverable crude oil and natural gas 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.

EnCana's hedging activities could result in realized and unrealized losses.

        The nature of the Corporation's operations results in exposure to fluctuations in commodity prices and interest rates. The Corporation monitors its exposure to such fluctuations and, where the Corporation deems it appropriate, utilizes derivative financial instruments and physical delivery contracts to mitigate the potential impact of declines in crude oil and natural gas prices and changes in interest rates.

        The terms of the Corporation's various hedging agreements may limit the benefit to the Corporation of commodity price increases or changes in interest rates. The Corporation may also suffer financial loss because of hedging arrangements if:

EnCana's ability to complete projects is dependent on factors outside of its control.

        The Corporation manages 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

58



overruns could make projects uneconomic. The Corporation's ability to complete projects depends upon numerous factors beyond the Corporation's control. These factors include:

        Oil and natural gas exploration and production is 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 Corporation's existing and planned projects.

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

        All phases of the crude oil and natural gas business 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 legislation").

        Environmental legislation imposes, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste 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 oil and gas operations. Environmental legislation 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 legislation can require significant expenditures, including expenditures for clean up costs and damages arising out of contaminated properties and failure to comply with environmental legislation may result in the imposition of fines and penalties. Although it is not expected that the costs of complying with environmental legislation 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 legislation in the future will not have such an effect.

        The Kyoto protocol, ratified by the Canadian Federal Government in December 2002, came into force on February 16, 2005. The protocol commits Canada to reducing greenhouse gas emissions to six percent below 1990 levels over the period 2008 - 2012. There is currently no clear direction post-2012. The previous Federal Government released a framework outlining its Climate Change action plan on April 13, 2005, and partially addressed the uncertainty associated with ratification and implementation of Kyoto in a July 16, 2005 Canada Gazette notice. The Gazette notice outlined provisions for the oil and gas sector that limit the cost of compliance for existing facilities to C$15 per tonne and made a commitment that emissions reduction targets would not exceed 12 percent lower than business-as-usual levels of total covered emissions for a given sector. The notice also made a commitment to targets based on the "best available technology economically achievable" for new facilities. With the recent change in the Federal Government, EnCana is unable to predict the impact of

59



the potential regulations on its business; however, it is possible that the Corporation could face increases in operating costs in order to comply with greenhouse gas emissions legislation.

        EnCana, via the Climate Change Working Group of the Canadian Association of Petroleum Producers, will continue to work with the Federal and Alberta Governments to develop an approach to deal with climate change issues which protects the industry's competitiveness, limits the cost and administrative burden of compliance and supports continued investment in the sector.

EnCana's operations are subject to the risk of business interruption and casualty losses.

        The Corporation's business is subject to all of the operating risks normally associated with the exploration for, development of and production of crude oil and natural gas and the operation of midstream facilities. These risks include blowouts, explosions, fire, gaseous leaks, migration of harmful substances and crude oil spills, any of which could cause personal injury, result in damage to, or destruction of, crude oil and natural gas 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 crude oil, natural gas and other related products, drilling and completion of crude oil and natural gas wells, and the operation and development of crude oil and natural gas 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 crude oil, natural gas or well fluids, adverse weather conditions, pollution and other environmental risks.

        The occurrence of a significant event against which EnCana is not fully insured could have a material adverse effect on the Corporation's financial position.

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

        Worldwide prices for crude oil and natural gas are set in U.S. dollars. However, many of the Corporation'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 Corporation's expenses and have an adverse effect on the Corporation's financial performance and condition.

        In addition, the Corporation 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 does not operate all of its properties and assets.

        Other companies operate a small portion of the assets in which EnCana has 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 its limited ability to influence operations and associated costs could materially adversely affect the Corporation'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 Corporation's control, including:

60


The Corporation's foreign operations will expose it to risks from abroad which could negatively affect its results of operations.

        Some of EnCana's operations and related assets are located in countries outside North America, some of which may be considered to be politically and economically unstable. Exploration or development activities in such countries may require protracted negotiations with host governments, national oil companies and third parties and are frequently subject to economic and political considerations, such as taxation, nationalization, expropriation, inflation, currency fluctuations, increased regulation and approval requirements, governmental regulation and the risk of actions by terrorist or insurgent groups, any of which could adversely affect the economics of exploration or development projects.

EnCana is exposed to risks associated with the use of current technology, and the pursuit of new technology, which could negatively affect its results of operations.

        Current steam-assisted gravity drainage technologies for in-situ recovery of heavy oil and bitumen are energy intensive, requiring significant consumption of natural gas and other fuels in the production of steam that is used in the recovery process. The amount of steam required in the production process can also vary and affect costs. The performance of the reservoir can also affect the timing and levels of production using this technology. A large increase in recovery costs could cause certain projects that rely on SAGD technology to become uneconomical, which could have a negative effect on EnCana's results of operations.

        There are risks associated with growth and other capital projects that rely largely or partly on new technologies and the incorporation of such technologies into new or existing operations. The success of projects incorporating new technologies cannot be assured.

EnCana may be adversely affected by legal proceedings related to its discontinued merchant energy trading operations.

        An action has been filed by E. & J. Gallo Winery ("Gallo") in the United States District Court, Eastern District of California, against EnCana Corporation and its indirect wholly owned U.S. marketing subsidiary, WD Energy Services Inc. ("WD"), alleging that they engaged in a conspiracy with unnamed competitors in the natural gas and derivatives market in California in violation of U.S. and California anti-trust and unfair competition laws. The Gallo complaint claims damages in excess of $30 million. California law allows for the possibility that the amount of damages assessed could be tripled.

        In addition, EnCana Corporation and WD, along with other energy companies, have been named as defendants in several other lawsuits filed in California (some of which are class actions and some of which are brought by individual parties on their own behalf). The California lawsuits relate to sales of natural gas in California from 1999 through 2002 and contain essentially similar allegations as in the Gallo complaint. Without admitting any liability in the lawsuits, WD has agreed to pay $20.5 million to settle the class action lawsuits that were consolidated in San Diego Superior Court, subject to final documentation and approval by the San Diego Superior Court. The actions against WD and EnCana Corporation brought by the individual parties and certain of the class actions filed in California that are currently before the United States District Court in Nevada are not included in this settlement.

        WD is a defendant in a consolidated class action lawsuit filed in the United States District Court in New York. The consolidated New York lawsuit claims that the defendants' alleged manipulation of natural gas price indices affected natural gas futures and option contracts traded on the New York Mercantile Exchange (NYMEX) during the period from 2000 to 2002. EnCana Corporation has been dismissed from the New York lawsuit, leaving WD and several other companies unrelated to EnCana Corporation as the remaining defendants. Without admitting any liability in the lawsuit, WD has agreed to pay a maximum of $9.1 million to settle all claims that are the subject of the lawsuit, subject to final documentation and approval by the New York District Court.

        As is customary, the class actions do not specify the amount of damages claimed. There is no assurance that there will not be other actions arising out of these allegations on behalf of the same or different classes.

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        EnCana intends to vigorously defend against any claims of liability alleged in the remaining lawsuits; however, the Corporation cannot predict the outcome of these proceedings or the commencement or outcome of any future proceedings against EnCana or whether any such proceeding would lead to monetary damages which could have a material adverse effect on the Corporation's financial position.

EnCana is subject to indemnification obligations in connection with PanCanadian's spin-off from Canadian Pacific Limited.

        In connection with PanCanadian's spin-off from Canadian Pacific Limited ("CPL") on October 1, 2001, PanCanadian entered into an arrangement agreement with certain other parties to the spin-off which contains a number of representations, warranties and covenants, including (a) an agreement by each of the parties to indemnify and hold harmless each other party on an after-tax basis against any loss suffered or incurred resulting from a breach of a representation, warranty or covenant; and (b) a covenant that each party will not take any action, omit to take any action or enter into any transaction that could adversely impact certain tax rulings received in connection with the spin-off, including government opinions and related opinions of counsel and the assumptions upon which they were made. As PanCanadian's successor, EnCana is bound by the agreement. With respect to Canadian taxation, in addition to various transactions that the respective parties were prohibited from undertaking prior to the implementation of the CPL arrangement, after the implementation of the CPL arrangement, no party generally is permitted to dispose of or exchange more than 10 percent of its assets or, among other things, undergo an acquisition of control without severe adverse consequences where such disposition or acquisition of control is for Canadian tax purposes part of a "series of transactions or events" that includes the CPL arrangement, except in limited circumstances. Should the Corporation be found to have breached its representations and warranties or should the Corporation fail to satisfy the contractual covenants, EnCana would be obligated to indemnify the other parties to the arrangement agreement for losses incurred in connection with such breach or failure. In addition, the Corporation is required to indemnify the parties to the arrangement agreement against any loss which they may incur resulting from a claim against EnCana, their respective businesses or their respective assets, whether arising prior to or after the completion of the CPL arrangement. An indemnification claim against EnCana pursuant to the provisions of the arrangement agreement could have a material adverse effect upon the Corporation.

TRANSFER AGENTS AND REGISTRARS

In Canada: In the United States:
CIBC Mellon Trust Company Mellon Investor Services LLC
320 Bay Street 44 Wall Street, 6th Floor
P.O. Box 1 New York, New York
Toronto, ON M5H 4A6 10005
Tel: 1-800-387-0825 Tel: 1-800-387-0825
Website: www.cibcmellon.com Website: www.cibcmellon.com

INTERESTS OF EXPERTS

        PricewaterhouseCoopers LLP, Chartered Accountants, are the Corporation's auditors and such firm has prepared an opinion with respect to the Corporation's consolidated financial statements as at and for the fiscal year ended December 31, 2005. PricewaterhouseCoopers LLP is independent in accordance with the Rules of Professional Conduct as outlined by the Institute of Chartered Accountants of Alberta. Information relating to reserves in this annual information form dated February 17, 2006 was calculated by GLJ Petroleum Consultants Ltd., McDaniel & Associates Consultants Ltd., Netherland, Sewell & Associates, Inc. and DeGolyer and MacNaughton as independent qualified reserves evaluators.

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

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ADDITIONAL INFORMATION

        Additional information relating to EnCana is available via the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

        Additional information, including directors' and officers' remuneration, principal holders of EnCana's securities, and options to purchase securities, 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, 2005.

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APPENDIX A
Report on Reserves Data by Independent Qualified Reserves Evaluators

        To the Board of Directors of EnCana Corporation (the "Corporation"):

1.
We have evaluated the Corporation's reserves data as at December 31, 2005. The reserves data consist of the following:

(i)
estimated proved oil and gas reserve quantities as at December 31, 2005 using constant prices and costs; and

(ii)
the related estimates of discounted future net cash flows under the standardized measure calculation for proved oil and gas reserve quantities.

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.
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 outlined above.

4.
The following table sets forth both the estimated proved reserve quantities (after royalties) and related estimates of future net cash flows (before deduction of income taxes) assuming constant prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Corporation evaluated by us for the year ended December 31, 2005:

 
   
  Estimated Proved Reserve Quantities After Royalty
  Related Estimates of Future Net Cash Flow BTax, 10% discount rate
 
 
  Reserves Location
 
Evaluator and Preparation Date of Report
  Gas
  Liquids
 

 
   
  (Bcf)
  (MMbbl)
  ($USMM)
 

McDaniel & Associates Consultants Ltd.   Canada   3,975   842.7   18,825  
January 12, 2006                  
GLJ Petroleum Consultants Ltd.   Canada   2,542   89.9   9,861  
January 13, 2006                  
Netherland, Sewell & Associates, Inc.   United States   4,326   48.9   14,656  
January 26, 2006                  
DeGolyer and MacNaughton   United States   941   4.1   2,619  
February 3, 2006                  
GLJ Petroleum Consultants Ltd.   Ecuador     135.0   2,335  
January 13, 2006                  

Totals       11,784   1,120.6   48,296  

5.
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 as modified by the FASB Standards and SEC requirements.

6.
We have no responsibility to update our reports referred to in paragraph 4 for events and circumstances occurring after their respective preparation dates.

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7.
Reserves are estimates only, and not exact quantities. In addition, as the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

Executed as to our report referred to above:


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

 

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

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

 

(signed) DeGolyer and MacNaughton
Dallas, Texas, U.S.A.

February 13, 2006

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APPENDIX B
Report of Management and Directors on Reserves Data and Other Information

        Management and directors of EnCana Corporation (the "Corporation") are responsible for the preparation and disclosure of information with respect to the Corporation's oil and gas activities in accordance with securities regulatory requirements. In the case of the Corporation, the regulatory requirements are covered under NI 51-101 as amended by an MRRS Decision Document dated December 16, 2003, and require disclosure of information contemplated by, and consistent with, US Disclosure Requirements and US Disclosure Practices (as defined in the Decision Document). Required information includes reserves data, which consist of the following:

        Independent qualified reserves evaluators have evaluated the Corporation's reserves data. A report from the independent qualified reserves evaluators dated February 13, 2006 (the "IQRE Report"), highlighting the standards they followed and their results, accompanies this Report.

        The Reserves Committee of the board of directors (the "Board of Directors") of the Corporation, which Committee is comprised exclusively of non-management and unrelated directors, has:

        The Board of Directors has reviewed the standardized measure calculation with respect to the Corporation's proved oil and gas reserve quantities. 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 approved:

        Reserves data are estimates only, and are not exact quantities. In addition, as the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.


(signed) Randall K. Eresman
President & Chief Executive Officer

 

(signed) Brian C. Ferguson
Executive Vice-President, Corporate Development

(signed) David P. O'Brien
Director and Chairman of the Board

 

(signed) James M. Stanford, O.C.
Director and Chairman of the Reserves Committee

February 14, 2006

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APPENDIX C
Audit Committee Mandate
Last Updated August 22, 2005

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:

        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 five and not more than eight directors as determined by the Board, all of whom shall qualify as independent directors pursuant to Multilateral Instrument 52-110 Audit Committees (as implemented by the Canadian Securities Administrators and as amended from time to time) ("MI 52-110").

        All members of the Committee shall be financially literate, as defined in MI 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:

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        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, and the rules adopted by the 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 Chairman shall be a non-voting member of the Committee.

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 unrelated Director to act as Chairman of the Committee. The Board shall appoint the Chairman of the Committee.

        If the Chairman of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen to preside by a majority of the members of the Committee present at such meeting.

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

        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 Chairman of the Committee, be held in person, by video conference, by means of telephone or by a combination of any of the foregoing.

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

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        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 Chairman 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 Comptroller and the head of internal 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, in writing, by electronic communication, or by facsimile 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 United States Securities and Exchange Commission.

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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 judgements, 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 judgemental 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.

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

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Other Financial Filings and Public Documents

4.
Review and discuss with management financial information, including 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) and consider whether the information is consistent with the information contained in the financial statements of the Corporation or any subsidiary with public securities. Such discussion 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 proven reserves have been reviewed with the Reserves Committee of the Board.

15.
Establish 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.

16.
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

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17.
Meet on a periodic basis separately with management.

External Auditors

18.
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.

19.
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 Chairman of the Committee or by a majority of the members of the Committee.

20.
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.

21.
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.

22.
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.

23.
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.

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24.
Upon reviewing and discussing the information provided to the Committee in accordance with paragraphs 20 through 23, 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.

25.
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.

26.
Set clear hiring policies for the Corporation's hiring of employees or former employees of the external auditors.

27.
Consider with management and the external auditors the rationale for employing audit firms other than the principal external auditors.

28.
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.

Internal Audit Department and Legal Compliance

29.
Meet on a periodic basis separately with the head of internal audit.

30.
Review and concur in the appointment, compensation, replacement, reassignment, or dismissal of the head of internal audit.

31.
Confirm and assure, annually, the independence of the internal audit department and the external auditors.

Approval of Audit and Non-Audit Services

32.
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 the de minimus exception for non-audit services described in the Exchange Act or applicable Canadian federal and provincial legislation and regulations which are approved by the Committee prior to the completion of the audit).

33.
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.

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34.
If the pre-approvals contemplated in paragraphs 32 and 33 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.

35.
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 32 through 34. The decision of any such subcommittee to grant pre-approval shall be presented to the full Committee at the next scheduled Committee meeting.

36.
The Committee may establish policies and procedures for the pre-approvals described in paragraphs 32 and 33, 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

37.
Review and concur in the appointment, replacement, reassignment, or dismissal of the Chief Financial Officer.

38.
Upon a majority vote of the Committee outside resources may be engaged where and if deemed advisable.

39.
Report Committee actions to the Board of Directors with such recommendations, as the Committee may deem appropriate.

40.
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.

41.
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.

42.
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.

43.
The Committee shall review and reassess the adequacy of this Mandate annually and recommend any proposed changes to the Board for approval.

44.
The Committee's performance shall be evaluated annually by the Nominating and Corporate Governance Committee of the Board of Directors.

45.
Perform such other functions as required by law, the Corporation's mandate or bylaws, or the Board of Directors.

46.
Consider any other matters referred to it by the Board of Directors.

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2005

 

Management’s Discussion and Analysis

 



 

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 year ended December 31, 2005, as well as the audited Consolidated Financial Statements and MD&A for the year ended December 31, 2004. Readers should also read the “Forward-Looking Statements” legal advisory contained at the end of this MD&A. The Consolidated Financial Statements and comparative information have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”) in United States dollars, except where another currency has been indicated.

 

This MD&A has been prepared in United States dollars. Production and sales volumes are presented on an after royalties basis consistent with U.S. protocol reporting. This MD&A is dated February 16, 2006.

 

 

 

EnCana’s Business

 

2005 Review

 

Business Environment

 

Acquisitions and Divestitures

 

Consolidated Financial Results

 

Upstream Operations

 

Market Optimization

 

Corporate

 

Capital Expenditures

 

Proved Oil and Gas Reserves

 

Discontinued Operations

 

Liquidity and Capital Resources

 

Contractual Obligations and Contingencies

 

Accounting Policies and Estimates

 

Risk Management

 

Quarterly Results

 

Outlook

 

Advisories

 

 

Readers can find the definition of certain terms used in this MD&A in the notes regarding Oil and Gas Information and Currency, Non-GAAP Measures and References to EnCana at the end of this MD&A.

 

1



 

EnCana’s Business

 

EnCana is a leading independent North American oil and gas company.

 

EnCana operates two continuing businesses:

 

                  Upstream includes the Company’s exploration for and development and production of, natural gas, crude oil, and natural gas liquids (“NGLs”) and other related activities. The majority of the Company’s Upstream operations are located in Canada and the United States. Frontier and international new venture exploration is mainly focused on opportunities in Chad, Brazil, the Middle East, Greenland and the Canadian East Coast; and

 

                  Market Optimization includes activities to enhance the sale of Upstream’s production. As part of these activities Marketing buys and sells third party products that enhance EnCana’s operating flexibility for transportation commitments, product type, delivery points and customer diversification.

 

2005 Review

 

EnCana pursues predictable, profitable growth from a portfolio of long-life resource plays in Canada and the United States. In 2005, EnCana:

 

                  Grew total sales volumes from continuing operations to 4,163 million cubic feet (“MMcf”) of gas equivalent per day (“MMcfe/d”), an increase of 5 percent over 2004;

 

                  Grew natural gas sales by 9 percent to 3,227 MMcf/d;

 

                  Achieved sales of approximately 51,000 barrels per day (“bbls/d”) in December 2005 at EnCana’s three steam-assisted gravity drainage (“SAGD”) projects (Foster Creek, Christina Lake and Senlac). Production at Foster Creek increased from an average of 28,774 bbls/d in 2004 to approximately 40,000 bbls/d in December 2005, after completion of its expansion program in the fourth quarter of 2005;

 

                  Replaced approximately 213 percent of natural gas production and 406 percent of liquids production through reserves additions. Proved natural gas reserves totaled 11,784 billion cubic feet (“Bcf”) and proved liquids reserves totaled 1,120.6 million barrels (“MMbbls”) at December 31, 2005;

 

                  Made a substantial natural gas discovery below the Company’s Cutbank Ridge resource play in British Columbia;

 

                  Purchased about 325,000 net undeveloped acres with multi-zone gas resource play potential in the Maverick Basin in Texas for $148 million;

 

                  Began construction of the Entrega natural gas pipeline out of the Piceance Basin in the U.S. Rockies; and

 

                  Sold Gulf of Mexico assets for net proceeds of approximately $1,472 million after-tax; sold its NGLs processing business for approximately $625 million; sold certain non-core conventional oil and gas assets for proceeds of approximately $471 million; and reached an agreement in principle to sell all interests in Ecuador for approximately $1,420 million.

 

2



 

 

EnCana enhances its ability to build shareholder value through financial discipline, strength and flexibility. In 2005 the Company:

 

                  Purchased 55.2 million common shares under the Normal Course Issuer Bid (“NCIB”) for a total cost of $1,924 million and renewed the NCIB until October 2006;

 

                  Redeemed nine issues of medium term notes for $1,036 million, including a $79 million after-tax charge to retire these notes;

 

                  Reduced long-term debt by $1,039 million to $6,703 million on December 31, 2005;

 

                  Split its common shares on a two-for-one basis; and

 

                  Improved its net debt to EBITDA ratio from 1.4x at December 31, 2004, to 1.1x at December 31, 2005.

 

Business Environment

 

Natural Gas

 

 

 

Year ended December 31

 

Natural Gas Price Benchmarks

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

(Average for the period)

 

2005

 

2004

 

2004

 

2003

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

AECO Price (C$/Mcf)

 

$

8.48

 

25

%

$

6.79

 

1

%

$

6.70

 

NYMEX Price ($/MMBtu)

 

8.62

 

40

%

6.14

 

14

%

5.39

 

Rockies (Opal) Price ($/MMBtu)

 

6.96

 

33

%

5.23

 

27

%

4.12

 

AECO/NYMEX Basis Differential ($/MMBtu)

 

1.59

 

75

%

0.91

 

40

%

0.65

 

Rockies/NYMEX Basis Differential ($/MMBtu)

 

1.66

 

82

%

0.91

 

-28

%

1.27

 

 

In 2005, prices increased with concern over North America’s ability to grow gas supply despite high drilling levels. A warm summer across North America and a cold December in the U.S. Northeast increased demand for power and two successive hurricanes damaged gas supply infrastructure in the U.S. Gulf Coast. Combined with high oil prices these factors caused the NYMEX gas price to average $8.62/MMBtu in 2005, a 40 percent increase from 2004.

 

Higher average AECO gas prices in 2005 compared with 2004 can be attributed to increased NYMEX prices partially offset by increased AECO/NYMEX basis differentials in 2005 compared to 2004.

 

3



 

Crude Oil

 

 

 

Year ended December 31

 

Crude Oil Price Benchmarks

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

(Average for the period $/bbl)

 

2005

 

2004

 

2004

 

2003

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

WTI

 

$

56.70

 

37

%

$

41.47

 

34

%

$

30.99

 

WTI/Maya Differential

 

15.70

 

38

%

11.41

 

68

%

6.80

 

WTI/Bow River Differential

 

19.64

 

53

%

12.82

 

60

%

8.01

 

WTI/OCP NAPO Differential (Ecuador)

 

18.37

 

28

%

14.33

 

78

%

8.06

 

 

Global demand for oil is now pushing world refining capacity limits, resulting in more frequent crude oil product price spikes and historically high refining margins. An active hurricane season resulted in substantial interruptions to U.S. Gulf Coast production and refineries, which added to the world-wide tightness in refining capacity. The hurricane damage to production facilities in the Gulf of Mexico required the release of strategic reserves of crude oil in the United States and Europe to prevent prices from increasing to even higher levels.

 

Year-over-year Canadian heavy oil differentials were 53 percent wider in absolute dollar terms mainly due to the higher price for West Texas Intermediate (“WTI”). The Bow River Blend average sales price for 2005 was 65 percent of WTI, compared to 69 percent of WTI in 2004, primarily due to very wide differentials in the early part of 2005. Bitumen field prices are normally at their weakest level each year in the fourth quarter due to seasonal fluctuations in asphalt and condensate prices. In December 2004 condensate prices were particularly high and the differential between WTI and heavy oil prices was wide, leading to very low field prices. In 2005, higher WTI and lower condensate premiums considerably strengthened the year-end field price.

 

U.S./Canadian Dollar Exchange Rates

 

 

 

 

Year ended December 31

 

 

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Average U.S. / Canadian dollar exchange rate

 

$

0.825

 

$

0.768

 

$

0.716

 

 

 

 

 

 

 

 

 

Average U.S. / Canadian dollar exchange rate for prior year

 

$

0.768

 

$

0.716

 

$

0.637

 

 

 

 

 

 

 

 

 

Increase in capital, operating and administrative expenditures caused solely by fluctuations in exchange rates

 

$

5.70

 

$

5.20

 

$

7.90

 

 

The impacts of currency fluctuations on EnCana’s results should be considered when analyzing the Consolidated Financial Statements. The value of the Canadian dollar increased by 7.4 percent or $0.057 to an average of US$0.825 in 2005 from an average of US$0.768 in 2004 which was approximately 7.3 percent or $0.052 higher than the 2003 average value. As a result, EnCana reported an additional $5.70 of costs for every hundred Canadian dollars spent on capital projects, operating expenses and administrative expenses in 2005. However, revenues were relatively unaffected by fluctuations in the U.S./Canadian dollar exchange rate because the commodity prices received by EnCana are largely based in U.S. dollars or in Canadian dollars at prices which are closely tied to the value of the U.S. dollar.

 

4



 

Acquisitions and Divestitures

 

In keeping with EnCana’s North American resource play strategy, the Company completed the following significant divestitures in 2005:

 

                  The sale of its natural gas liquids processing business on December 13 for approximately $625 million subject to post-closing adjustments;

 

                  The sale of certain non-core Canadian conventional oil and gas assets on June 30 which were producing approximately 6,400 barrels of oil equivalent per day (“BOE/d”) for approximately $321 million; and

 

                  The sale of its Gulf of Mexico assets on May 26 for approximately $2.1 billion in cash. The net proceeds were approximately $1.5 billion after-tax and other adjustments. These assets were in the development and appraisal stage and accordingly there was no production.

 

Proceeds from these divestitures were directed primarily to a combination of debt reduction and the purchase of shares under EnCana’s NCIB.

 

On November 21, 2005 EnCana announced that it had reached an agreement to sell its 50 percent interest in the Chinook heavy oil discovery offshore Brazil for approximately $350 million. The sale is subject to closing conditions and regulatory approvals and is expected to close in the first quarter of 2006.

 

On September 13, 2005 EnCana announced that it had reached an agreement in principle to sell all of its shares in subsidiaries with oil and pipeline interests in Ecuador for approximately $1.42 billion. The sale will have an effective date of July 1, 2005 and is subject to other closing conditions and regulatory approvals. The sale, originally expected to close in 2005, is now expected to close in the first quarter of 2006.

 

EnCana is in the process of divesting of its natural gas storage business and expects to close the transaction in the second quarter of 2006.

 

During 2005 EnCana spent approximately $420 million to acquire undeveloped landholdings and minor amounts of natural gas production in the Fort Worth and East Texas key resource play areas in the United States.

 

5



 

Consolidated Financial Results

 

 

 

Year ended December 31

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

($ millions, except per share(1) amounts)

 

2005

 

2004

 

2004

 

2003

 

2003

 

Total Consolidated

 

 

 

 

 

 

 

 

 

 

 

Cash Flow(2)

 

$

7,426

 

49

%

$

4,980

 

12

%

$

4,459

 

- per share - diluted

 

8.35

 

57

%

5.32

 

14

%

4.65

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (3)

 

3,426

 

-2

%

3,513

 

49

%

2,360

 

- per share - basic

 

3.95

 

3

%

3.82

 

53

%

2.49

 

- per share - diluted

 

3.85

 

3

%

3.75

 

52

%

2.46

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings(4)

 

3,241

 

64

%

1,976

 

41

%

1,399

 

- per share diluted

 

3.64

 

73

%

2.11

 

45

%

1.46

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

34,148

 

9

%

31,213

 

29

%

24,110

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt

 

6,703

 

-13

%

7,742

 

27

%

6,088

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Dividends

 

238

 

30

%

183

 

32

%

139

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow from Continuing Operations(2)

 

6,962

 

55

%

4,502

 

10

%

4,102

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings from Continuing Operations

 

2,829

 

35

%

2,093

 

-2

%

2,138

 

- per share - basic

 

3.26

 

44

%

2.27

 

1

%

2.25

 

- per share - diluted

 

3.18

 

42

%

2.24

 

 

2.23

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings from Continuing Operations (4)

 

3,048

 

63

%

1,872

 

39

%

1,346

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

14,266

 

39

%

10,259

 

20

%

8,521

 

 


(1)

 

Per share amounts have been restated for the effect of the common share split in 2005.

 

 

 

(2)

 

Cash Flow and Cash Flow from Continuing Operations are non-GAAP measures and are described and discussed under “Cash Flow”.

 

 

 

(3)

 

2005 Net Earnings include an after-tax gain of $370 million on the sale of EnCana’s natural gas liquids processing business, 2004 includes an after-tax gain of $1,364 million on the sale of EnCana’s U.K. operations and 2003 includes an after-tax gain of $169 million on the sale of pipeline operations.

 

 

 

(4)

 

Operating Earnings and Operating Earnings from Continuing Operations are non-GAAP measures and are described and discussed under “Operating Earnings”.

 

 

6



 

Cash Flow

 

Cash flow measures are considered non-GAAP but are commonly used in the oil and gas industry to assist management and investors in measuring the Company’s ability to finance capital programs and meet financial obligations. The calculation of cash flow is disclosed in the Consolidated Statement of Cash Flows in the Consolidated Financial Statements.

 

2005 vs 2004

 

EnCana’s total 2005 cash flow was $7,426 million, an increase of $2,446 million or 49 percent from 2004. This increase reflects higher commodity prices in 2005 partially reduced by increased costs. EnCana’s discontinued operations contributed $464 million to cash flow compared with $478 million in 2004.

 

EnCana’s 2005 cash flow from continuing operations was $6,962 million, an increase of $2,460 million or 55 percent from 2004.

 

The increase resulted from:

 

                  Average North American natural gas prices, excluding financial hedges, increased 36 percent to $7.46 per Mcf in 2005 compared to $5.47 per Mcf for 2004;

 

                  North American natural gas sales volumes increased 9 percent to 3,227 MMcf/d; and

 

                  Average North American liquids prices, excluding financial hedges, increased 26 percent to $36.17 per bbl in 2005 compared to $28.77 per bbl in 2004.

 

The increase in cash flow was partially reduced by:

 

                  Operating expenses which increased 31 percent to $1,438 million in 2005 compared with $1,099 million in 2004;

 

                  Interest expense which increased $126 million to $524 million in 2005. Almost all of this increase represents the cost to redeem certain notes in 2005; and

 

                  The current tax provision, excluding income tax on the sale of assets, increased $67 million to $626 million compared with $559 million in 2004.

 

Realized financial commodities hedge losses were $441 million after-tax in 2005, relatively unchanged from $430 million after-tax in 2004.

 

2004 vs 2003

 

EnCana’s total 2004 cash flow was $4,980 million, an increase of $521 million or 12 percent from 2003. This increase reflects the net impact of higher prices and growth in sales volumes reduced by realized financial hedge losses and increased costs. EnCana’s discontinued operations contributed $478 million to cash flow compared with $357 million in 2003.

 

EnCana’s 2004 cash flow from continuing operations was $4,502 million, an increase of $400 million or 10 percent from 2003.

 

The increase resulted from:

 

                  Average North American natural gas prices, excluding financial hedges, increased 12 percent to $5.47 per Mcf in 2004 compared to $4.87 per Mcf in 2003;

 

                  North American natural gas sales volumes increased 16 percent to 2,968 MMcf/d; and

 

                  Average North American liquids prices, excluding financial hedges, increased 27 percent to $28.77 per bbl in 2004 compared to $22.72 per bbl in 2003.

 

The increase in cash flow was partially reduced by:

 

                  Realized financial commodity hedge losses which increased $234 million to $430 million after-tax in 2004 from $196 million after-tax in 2003;

 

                  Operating expenses which increased 14 percent to $1,099 million in 2004 compared with $965 million in 2003;

 

                  Interest expense which increased $114 million to $398 million in 2004 as a result of increased long-term debt primarily as a result of the acquisition of Tom Brown, Inc. (“TBI”); and

 

                  The current income tax provision which increased by $678 million to $559 million compared with a recovery of $119 million in 2003.

 

7



 

Net Earnings

 

2005 vs 2004

 

EnCana’s 2005 total net earnings were $3,426 million compared with $3,513 million in 2004. Net earnings from discontinued operations decreased $823 million to $597 million; most of this decrease results from the 2005 after-tax gain of $370 million on the sale of substantially all of EnCana’s natural gas processing business being less than the 2004 after-tax gain on the sale of EnCana’s U.K. operations.

 

EnCana’s 2005 net earnings from continuing operations were $2,829 million, an increase of $736 million or 35 percent compared with 2004. In addition to the items affecting cash flow as detailed previously, significant items affecting earnings were:

 

                  An increase in depreciation, depletion and amortization (“DD&A”) of $390 million as a result of the higher value of the Canadian dollar, higher DD&A rates and increased sales volumes;

 

                  Unrealized mark-to-market losses of $311 million after-tax in 2005 compared with losses of $117 million in 2004; and

 

                  A $92 million after-tax unrealized foreign exchange gain on Canadian issued U.S. dollar debt in 2005 compared with a $229 million gain in 2004.

 

2004 vs 2003

 

EnCana’s total 2004 net earnings were $3,513 million compared with $2,360 million in 2003. Discontinued operations contributed $1,420 million to net earnings in 2004, including an after-tax gain of $1,364 million on the sale of EnCana’s U.K. operations.

 

EnCana’s 2004 net earnings from continuing operations were $2,093 million, a decrease of $45 million or 2 percent compared with 2003. In addition to the items affecting cash flow as detailed previously, significant items affecting earnings were:

 

                  An increase in DD&A of $412 million as a result of the higher value of the Canadian dollar, higher DD&A rates and increased sales volumes;

 

                  Unrealized mark-to-market losses of $117 million after-tax in 2004, the first year when unrealized mark-to-market amounts were recognized in net earnings;

 

                  A $229 million after-tax unrealized foreign exchange gain on Canadian issued U.S. dollar debt in 2004 compared with a $433 million after-tax gain in 2003; and

 

                  Future tax recoveries due to a tax rate reduction of $109 million in 2004 compared with $359 million in 2003.

 

Operating Earnings

 

Operating Earnings and Operating Earnings from Continuing Operations are non-GAAP measures that adjust net earnings and net earnings from continuing operations by non-operating items that Management believes reduce the comparability of the Company’s underlying financial performance between periods. The following reconciliation of Operating Earnings and Operating Earnings from Continuing Operations has been prepared to provide investors with information that is more comparable between years.

 

Summary of Total Operating Earnings

 

 

 

Year ended December 31

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

($ millions)

 

2005

 

2004

 

2004

 

2003

 

2003

 

Net Earnings, as reported

 

$

3,426

 

-2

%

$

3,513

 

49

%

$

2,360

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Gain on discontinuance, after-tax

 

370

 

 

 

1,364

 

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: Unrealized mark-to-market accounting loss, after-tax

 

(277

)

 

 

(165

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Unrealized foreign exchange gain on translation of Canadian issued U.S. dollar debt, after-tax (1)

 

92

 

 

 

229

 

 

 

433

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Future tax recovery due to tax rate reductions

 

 

 

 

109

 

 

 

359

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings (2) (4)

 

$

3,241

 

64

%

$

1,976

 

41

%

$

1,399

 

 

 

 

 

 

 

 

 

 

 

 

 

($per Common Share - Diluted)

 

 

 

 

 

 

 

 

 

 

 

Net Earnings, as reported

 

$

3.85

 

3

%

$

3.75

 

52

%

$

2.46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Gain on discontinuance, after-tax

 

0.42

 

 

 

1.46

 

 

 

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: Unrealized mark-to-market accounting loss, after-tax

 

(0.31

)

 

 

(0.18

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Unrealized foreign exchange gain on translation of Canadian issued U.S. dollar debt, after-tax (1)

 

0.10

 

 

 

0.24

 

 

 

0.45

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Future tax recovery due to tax rate reductions

 

 

 

 

0.12

 

 

 

0.37

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings (2) (4)

 

$

3.64

 

73

%

$

2.11

 

45

%

$

1.46

 

 

8



 

Summary of Operating Earnings from Continuing Operations

 

 

 

Year ended December 31

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

($ millions)

 

2005

 

2004

 

2004

 

2003

 

2003

 

Net Earnings from Continuing Operations, as reported

 

$

2,829

 

35

%

$

2,093

 

-2

%

$

2,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: Unrealized mark-to-market accounting loss, after-tax

 

(311

)

 

 

(117

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Unrealized foreign exchange gain on translation of Canadian issued U.S. dollar debt, after-tax (1)

 

92

 

 

 

229

 

 

 

433

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: Future tax recovery due to tax rate reductions

 

 

 

 

109

 

 

 

359

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings from Continuing Operations (3) (4)

 

$

3,048

 

63

%

$

1,872

 

39

%

$

1,346

 

 


(1)

 

The majority of the unrealized gains or losses that relate to U.S. dollar debt issued in Canada are for debt with maturity dates in excess of five years.

 

 

 

(2)

 

Operating Earnings is a non-GAAP measure that shows net earnings excluding the after-tax gain or loss from the disposition of discontinued operations, the after-tax effects of unrealized mark-to-market accounting for derivative instruments, the after-tax gain or loss on translation of U.S. dollar denominated debt issued in Canada and the effect of the changes in statutory income tax rates.

 

 

 

(3)

 

Operating Earnings from Continuing Operations is a non-GAAP measure that shows net earnings from continuing operations excluding the after-tax effects of unrealized mark-to-market accounting for derivative instruments, the after-tax gain or loss on translation of U.S. dollar denominated debt issued in Canada and the effect of the changes in statutory income tax rates.

 

 

 

(4)

 

Unrealized gains or losses have no impact on cash flow.

 

Results of Operations

 

Upstream Operations

 

Financial Results from Continuing Operations

 

 

 

2005

 

2004

 

2003

 

Year ended December 31
($ millions)

 

Produced
Gas

 

Crude Oil
and NGLs

 

Other

 

Total

 

Produced
Gas

 

Crude Oil
and NGLs

 

Other

 

Total

 

Produced
Gas

 

Crude Oil
and NGLs

 

Other

 

Total

 

Revenues, Net of Royalties

 

$

8,418

 

$

1,764

 

$

283

 

$

10,465

 

$

5,704

 

$

1,320

 

$

232

 

$

7,256

 

$

4,447

 

$

1,170

 

$

180

 

$

5,797

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

401

 

52

 

 

453

 

270

 

41

 

 

311

 

153

 

11

 

 

164

 

Transportation and selling

 

465

 

60

 

 

525

 

416

 

56

 

 

472

 

360

 

69

 

 

429

 

Operating

 

733

 

305

 

313

 

1,351

 

519

 

285

 

222

 

1,026

 

402

 

300

 

170

 

872

 

Operating Cash Flow

 

$

6,819

 

$

1,347

 

$

(30

)

$

8,136

 

$

4,499

 

$

938

 

$

10

 

$

5,447

 

$

3,532

 

$

790

 

$

10

 

$

4,332

 

Depreciation, depletion and amortization

 

 

 

 

 

 

 

2,688

 

 

 

 

 

 

 

2,271

 

 

 

 

 

 

 

1,900

 

Upstream Income

 

 

 

 

 

 

 

$

5,448

 

 

 

 

 

 

 

$

3,176

 

 

 

 

 

 

 

$

2,432

 

 

Upstream Revenues

 

2005 vs 2004

 

Revenues, net of royalties, increased in 2005 for the following reasons:

 

                  A 36 percent increase in natural gas prices combined with a 9 percent increase in natural gas sales volumes; and

 

                  A 26 percent increase in liquids prices.

 

Revenues, net of royalties, increases were reduced by:

 

                  A 6 percent decrease in liquids volumes mainly as a result of property dispositions in the first and third quarters of 2004 and in June 2005.

 

Realized financial commodity hedging losses totalled $672 million in 2005 and were relatively unchanged from $669 million in 2004.

 

2004 vs 2003

 

Revenues, net of royalties, increased in 2004 for the following reasons:

 

                  A 12 percent increase in natural gas prices combined with a 16 percent increase in natural gas sales volumes; and

 

                  A 27 percent increase in liquids prices.

 

Revenues, net of royalties, increases were reduced by:

 

                  Realized financial commodity and currency hedging losses totalled $669 million in 2004 compared to $297 million in 2003.

 

9



 

Revenue Variances for 2005 Compared to 2004 from Continuing Operations

 

 

 

2004

 

Revenue

 

2005

 

 

 

Revenues,

 

Variances in:

 

Revenues,

 

Year ended December 31

 

Net of

 

 

 

Net of

 

($ millions)

 

Royalties

 

Price(1)

 

Volume

 

Royalties

 

Produced Gas

 

 

 

 

 

 

 

 

 

Canada

 

$

3,928

 

$

1,488

 

$

70

 

$

5,486

 

United States

 

1,776

 

557

 

599

 

2,932

 

Total Produced Gas

 

$

5,704

 

$

2,045

 

$

669

 

$

8,418

 

 

 

 

 

 

 

 

 

 

 

Crude Oil and NGLs

 

 

 

 

 

 

 

 

 

Canada

 

$

1,155

 

$

491

 

$

(127

)

$

1,519

 

United States

 

165

 

61

 

19

 

245

 

Total Crude Oil and NGLs

 

$

1,320

 

$

552

 

$

(108

)

$

1,764

 

 


(1)           Includes realized commodity hedging impacts.

 

The increase in sales prices accounts for approximately 82 percent of the increase in revenues, net of royalties, in 2005 compared with 2004. The balance of the increase in revenues results from an increase in sales volumes.

 

The increase in produced gas volumes in Canada in 2005 was mainly due to drilling success in the key resource plays of Cutbank Ridge in northeast British Columbia and Shallow Gas and Coalbed Methane (“CBM”) in central and southern Alberta. Dispositions of mature conventional producing assets during the first and third quarters of 2004 and natural production declines reduced the impact of these increases on total volumes.

 

The increase in produced gas volumes in the U.S. resulted from the Tom Brown, Inc. (“TBI”) acquisition in May 2004 and drilling success at Jonah, Piceance, Fort Worth and East Texas.

 

The dispositions of mature Canadian conventional producing assets during the first and third quarters of 2004 and in June 2005 and natural production declines resulted in crude oil and NGLs volume reductions. These volume reductions were mitigated by increased production from the Pelican Lake heavy oil project.

 

10



 

Upstream Sales Volumes

 

Sales Volumes

 

 

 

Year ended December 31

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

 

 

2005

 

2004

 

2004

 

2003

 

2003

 

Produced Gas (MMcf/d)

 

3,227

 

9

%

2,968

 

16

%

2,553

 

Crude Oil (bbls/d)

 

130,418

 

-7

%

140,379

 

-1

%

142,326

 

NGLs (bbls/d)

 

25,582

 

-2

%

26,038

 

10

%

23,569

 

Continuing Operations (MMcfe/d) (1)

 

4,163

 

5

%

3,966

 

12

%

3,548

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

Ecuador (bbls/d)

 

71,065

 

-9

%

77,993

 

68

%

46,521

 

United Kingdom (BOE/d) (2)

 

 

-100

%

20,973

 

71

%

12,295

 

Syncrude (bbls/d)

 

 

 

 

 

7,629

 

Discontinued Operations (MMcfe/d) (1)

 

426

 

-28

%

594

 

49

%

399

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (MMcfe/d) (1)

 

4,589

 

1

%

4,560

 

16

%

3,947

 

 


(1)           Liquids converted to thousand cubic feet equivalent at 1 barrel = 6 thousand cubic feet.

(2)           Includes natural gas and liquids (converted to BOE).

 

Sales volumes from continuing operations increased in 2005 by 5 percent or 197 MMcfe/d for the following reasons:

 

                  Production from EnCana’s key resource plays increased approximately 18 percent for natural gas and 15 percent for crude oil;

 

                  Drilling success in the key resource gas plays of Cutbank Ridge, Shallow Gas, CBM, Jonah, Piceance, Fort Worth and East Texas;

 

                  Successful waterflood response at the Pelican Lake heavy oil project;

 

                  Greater Sierra volumes have decreased in 2005 compared to 2004 due to the timing and pace of development drilling as well as delays in well tie-ins caused by weather issues in the earlier part of 2005; and

 

                  Significant Canadian property dispositions in the first and third quarters of 2004 and June 2005 were offset somewhat by the full year impact of the TBI acquisition in May 2004. As a result, the net impact of acquisition and disposition activity in 2005 only reduced sales volumes by approximately 11 MMcfe/d.

 

Key Resource Plays

 

 

 

Daily Production

 

Drilling Activity

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

Number of Net Wells Drilled

 

 

 

2005

 

2004

 

2004

 

2003

 

2003

 

2005

 

2004

 

2003

 

Natural Gas (MMcf/d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jonah

 

435

 

12

%

389

 

4

%

374

 

104

 

70

 

59

 

Piceance

 

307

 

18

%

261

 

73

%

151

 

266

 

250

 

284

 

East Texas

 

90

 

80

%

50

 

 

 

84

 

50

 

 

Fort Worth

 

70

 

159

%

27

 

286

%

7

 

59

 

36

 

5

 

Greater Sierra

 

219

 

-5

%

230

 

61

%

143

 

164

 

187

 

199

 

Cutbank Ridge

 

92

 

130

%

40

 

1233

%

3

 

135

 

50

 

20

 

CBM

 

57

 

235

%

17

 

325

%

4

 

1,084

 

760

 

267

 

Shallow Gas

 

625

 

6

%

592

 

17

%

507

 

1,267

 

1,552

 

2,366

 

Oil (Mbbls/d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foster Creek

 

29

 

 

29

 

32

%

22

 

39

 

11

 

8

 

Pelican Lake

 

26

 

37

%

19

 

19

%

16

 

52

 

92

 

134

 

Total (MMcfe/d)

 

2,224

 

18

%

1,892

 

34

%

1,416

 

3,254

 

3,058

 

3,342

 

 

11



 

Per Unit Results - Produced Gas

Year ended December 31

 

 

 

Canada

 

United States

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

($ per thousand cubic feet)

 

2005

 

2004

 

2004

 

2003

 

2003

 

2005

 

2004

 

2004

 

2003

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Price

 

$

7.27

 

36

%

$

5.34

 

10

%

$

4.87

 

$

7.82

 

35

%

$

5.79

 

19

%

$

4.88

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

0.10

 

25

%

0.08

 

14

%

0.07

 

0.81

 

25

%

0.65

 

38

%

0.47

 

Transportation and selling

 

0.36

 

-8

%

0.39

 

3

%

0.38

 

0.46

 

48

%

0.31

 

-23

%

0.40

 

Operating

 

0.67

 

29

%

0.52

 

8

%

0.48

 

0.53

 

43

%

0.37

 

32

%

0.28

 

Netback

 

$

6.14

 

41

%

$

4.35

 

10

%

$

3.94

 

$

6.02

 

35

%

$

4.46

 

20

%

$

3.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas Sales Volumes (MMcf/d)

 

2,132

 

2

%

2,099

 

7

%

1,965

 

1,095

 

26

%

869

 

48

%

588

 

 

2005 vs 2004

 

EnCana’s realized natural gas prices for 2005 were $7.46 per Mcf, an increase of 36 percent compared with 2004.  North American realized financial commodity hedging losses on natural gas for 2005 were approximately $377 million or $0.32 per Mcf compared to losses of approximately $238 million or $0.22 per Mcf in 2004.

 

Natural gas per unit production and mineral taxes in the U.S. increased $0.16 per Mcf or 25 percent in 2005 compared to 2004 as a result of higher natural gas prices.

 

Natural gas per unit transportation and selling costs for the U.S. increased 48 percent or $0.15 per Mcf for 2005 compared to 2004 primarily as a result of marketing TBI and Fort Worth gas volumes downstream of the wellhead in 2005.

 

Canadian natural gas per unit operating expenses for 2005 were 29 percent or $0.15 per Mcf higher compared to 2004 as a result of increased industry activity, the higher value of the Canadian dollar, higher repairs and maintenance and long-term compensation expenses. Natural gas per unit operating expenses in the U.S. increased 43 percent or $0.16 per Mcf for 2005 compared to 2004 mainly as a result of increased staffing levels attributable to growth, higher long-term compensation expenses, increased industry activity and higher workovers.

 

2004 vs 2003

 

EnCana’s realized natural gas prices for 2004 were $5.47 per Mcf, an increase of 12 percent compared with 2003.  North American realized financial commodity hedging losses on natural gas for 2004 were approximately $238 million or $0.22 per Mcf compared to losses of approximately $91 million or $0.10 per Mcf in 2003.   Certain of the 2004 hedges were put in place to secure the economics of the TBI acquisition and will expire in December 2006.

 

Natural gas per unit production and mineral taxes in the U.S. increased 38 percent or $0.18 per Mcf in 2004 due to a combination of higher gas prices and a higher effective tax rate on the significant production growth in Colorado.

 

Natural gas per unit transportation and selling costs for the U.S. decreased 23 percent or $0.09 per Mcf in 2004 compared to 2003 primarily as a result of the TBI acquisition where a majority of the production was sold at the wellhead and did not incur transportation charges.

 

Canadian natural gas per unit operating expenses for 2004 were 8 percent or $0.04 per Mcf higher compared to 2003 primarily due to the higher value of the Canadian dollar. The increase in the U.S. natural gas per unit operating expenses of 32 percent or $0.09 per Mcf in 2004 compared to 2003 was a result of higher operating costs at properties acquired as part of the TBI acquisition, incremental operating costs associated with waste water disposal in Colorado and other non-recurring charges related to 2003.

 

12



 

Per Unit Results - Crude Oil

Year ended December 31

 

 

 

North America

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

($ per barrel)

 

2005

 

2004

 

2004

 

2003

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

Price

 

$

34.15

 

22

%

$

27.92

 

25

%

$

22.29

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

0.58

 

41

%

0.41

 

356

%

0.09

 

Transportation and selling

 

1.20

 

13

%

1.06

 

-19

%

1.31

 

Operating

 

6.44

 

16

%

5.53

 

-5

%

5.80

 

Netback

 

$

25.93

 

24

%

$

20.92

 

39

%

$

15.09

 

Crude Oil Sales Volumes (bbls/d)

 

130,418

 

-7

%

140,379

 

-1

%

142,326

 

 

2005 vs 2004

 

The increase in the average crude oil price in 2005, excluding the impact of financial hedges, reflects the 37 percent increase in the benchmark WTI in 2005. This increase was partially offset by the increased WTI/Bow River crude oil price differential (up approximately 53 percent). North American realized financial commodity hedging losses on crude oil were approximately $295 million or $5.18 per bbl of liquids in 2005 compared to losses of approximately $431 million or $7.08 per bbl of liquids in 2004.

 

Heavy oil sales in 2005 increased to 64 percent of total oil sales from 60 percent in 2004. This increase was mainly due to an increase in heavy oil production from the Pelican Lake property combined with dispositions of non-core conventional assets in 2004 and 2005 producing light/medium oil.

 

North American crude oil per unit production and mineral taxes increased by 41 percent or $0.17 per bbl in 2005 compared to 2004 primarily due to the impact of higher prices.

 

The 2005 crude oil per unit transportation and selling expenses in North America increased 13 percent or $0.14 per bbl mainly due to the higher value of the Canadian dollar and increased tariff rates as of July 2005.

 

North American crude oil per unit operating costs for 2005 increased 16 percent or $0.91 per bbl compared to 2004 mainly due to the higher value of the Canadian dollar, workovers, repairs and maintenance, fuel costs and long-term compensation expenses. In addition, the increased proportion of crude oil volumes from SAGD projects, which have higher operating costs compared to EnCana’s other properties increased the overall crude oil per unit operating costs.

 

2004 vs 2003

 

The increase in the average crude oil price in 2004, excluding the impact of financial hedges, reflects the 34 percent increase in the benchmark WTI in 2004. This increase was partially offset by the increased WTI/Bow River crude oil price differential (up approximately 60 percent). North American realized financial commodity hedging losses on crude oil were approximately $431 million or $7.08 per bbl of liquids in 2004 compared to losses of approximately $206 million or $3.41 per bbl of liquids in 2003.

 

Heavy oil sales in 2004 decreased to 60 percent of total oil sales from 62 percent in 2003. This decrease was mostly due to the sale of Petrovera and other non-core conventional assets in 2004 reduced slightly by higher heavy oil production from Foster Creek and Pelican Lake.

 

North American crude oil per unit production and mineral taxes in 2004 increased 356 percent or $0.32 per bbl compared to 2003 primarily as a result of mineral tax amendments related to prior years that were recorded in the third quarter of 2003. In addition, there were higher prices and increased production from southern Alberta and Saskatchewan properties which are subject to the Alberta freehold mineral tax and Saskatchewan resource tax.

 

The 2004 crude oil per unit transportation and selling expenses in North America decreased 19 percent or $0.25 per bbl mainly due to an adjustment in oil transportation rates.

 

North American crude oil per unit operating costs for 2004 decreased 5 percent or $0.27 per bbl from 2003 mainly due to the sale of Petrovera, which had higher operating costs than other properties.  This reduction was partially offset by the effect of the higher value of the Canadian dollar and higher fuel gas costs for the SAGD projects.

 

13



 

Per Unit Results - NGLs

Year ended December 31

 

 

 

Canada

 

United States

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

($ per barrel)

 

2005

 

2004

 

2004

 

2003

 

2003

 

2005

 

2004

 

2004

 

2003

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Price

 

$

44.24

 

41

%

$

31.43

 

30

%

$

24.26

 

$

48.36

 

36

%

$

35.43

 

31

%

$

26.97

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

 

 

 

 

 

4.86

 

27

%

3.82

 

88

%

2.03

 

Transportation and selling

 

0.42

 

2

%

0.41

 

141

%

0.17

 

0.01

 

 

 

 

 

Netback

 

$

43.82

 

41

%

$

31.02

 

29

%

$

24.09

 

$

43.49

 

38

%

$

31.61

 

27

%

$

24.94

 

NGLs Sales Volumes (bbls/d)

 

11,907

 

-11

%

13,452

 

-6

%

14,278

 

13,675

 

9

%

12,586

 

35

%

9,291

 

 

2005 vs 2004

 

The increase in NGLs realized prices in 2005 generally correlates with strong WTI oil prices.

 

U.S. NGLs per unit production and mineral taxes for 2005 increased by 27 percent or $1.04 per bbl compared to 2004 as a result of the increase in NGLs prices.

 

2004 vs 2003

 

The increase in NGLs realized prices in 2004 generally correlate with strong WTI oil prices.

 

U.S. NGLs per unit production and mineral taxes in 2004 increased by 88 percent or $1.79 per bbl.  Higher NGLs prices in 2004 and increased production growth in Colorado, which has a higher effective production tax rate, were the key reasons for this increase.

 

Per unit transportation and selling costs for NGLs in Canada increased by 141 percent or $0.24 per bbl in 2004 compared to 2003 as the Company incurred a full year of trucking charges for volumes in northeast British Columbia that came onstream in the fall of 2003.

 

Upstream Depreciation, Depletion and Amortization

 

2005 vs 2004

 

DD&A expenses in 2005 increased by $417 million or 18 percent for the following reasons:

 

                  Sales volumes increased 5 percent;

 

                  On a continuing operations basis, unit of production DD&A rates were $1.72 per Mcfe in 2005 compared to $1.53 per Mcfe in 2004. Rates increased in 2005 as a result of the higher value of the Canadian dollar and increased future development costs reduced by the effect of the 2005 Gulf of Mexico sale; and

 

                  DD&A expense in 2005 included impairments of $7 million related to exploration prospects in Yemen and other areas.

 

2004 vs 2003

 

DD&A expenses in 2004 increased by $371 million or 20 percent for the following reasons:

 

                  Sales volumes increased 12 percent;

 

                  On a continuing operations basis, unit of production DD&A rates were $1.53 per Mcfe in 2004 compared to $1.39 per Mcfe in 2003. Rates increased in 2004 as a result of the higher value of the Canadian dollar and the impact of the acquisition of TBI; and

 

                  DD&A expense in 2004 included impairments of $23 million related to exploration prospects in Ghana, Bahrain and other areas.

 

14



 

Market Optimization

 

Financial Results

Year ended December 31

($ millions)

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

 

 

2005

 

2004

 

2004

 

2003

 

2003

 

Revenues

 

$

4,267

 

33

%

$

3,200

 

18

%

$

2,722

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Transportation and selling

 

13

 

-28

%

18

 

-62

%

47

 

Operating

 

85

 

15

%

74

 

-20

%

93

 

Purchased product

 

4,159

 

35

%

3,092

 

20

%

2,572

 

Operating Cash Flow

 

$

10

 

-38

%

$

16

 

60

%

$

10

 

Depreciation, depletion and amortization

 

8

 

-83

%

47

 

81

%

26

 

Segment Income (Loss)

 

$

2

 

106

%

$

(31

)

-94

%

$

(16

)

 

2005 vs 2004

 

Revenues and purchased product expenses increased in 2005 compared to 2004 as a result of increases in commodity prices while third party optimization volumes remained relatively flat year over year.

 

In December, EnCana and Valero Energy Corporation completed their previously announced study of the conversion of Valero’s Lima, Ohio refinery to refine Canadian heavy oil and decided not to proceed with the project. During 2005, EnCana expensed approximately $6 million of conversion study expenses.

 

2004 vs 2003

 

Revenues and purchased product expenses increased in 2004 compared with 2003 as a result of increases in commodity prices.

 

In 2004, a $35 million writedown in the values of EnCana’s equity investment interest in the Trasandino Pipeline in Argentina and Chile increased DD&A expenses.

 

Corporate

 

Financial Results

Year ended December 31

($ millions)

 

 

 

2005

 

2004

 

2003

 

Revenues

 

$

(466

)

$

(197

)

$

2

 

Expenses

 

 

 

 

 

 

 

Operating

 

2

 

(1

)

 

Depreciation, depletion and amortization

 

73

 

61

 

41

 

Segment Loss

 

$

(541

)

$

(257

)

$

(39

)

 

 

 

 

 

 

 

 

Administrative

 

268

 

197

 

173

 

Interest, net

 

524

 

398

 

284

 

Accretion of asset retirement obligation

 

37

 

22

 

17

 

Foreign exchange (gain) loss, net

 

(24

)

(412

)

(603

)

Stock-based compensation - options

 

15

 

17

 

18

 

(Gain) on divestitures

 

 

(59

)

(1

)

 

2005 corporate revenues include approximately $466 million in unrealized mark-to-market losses related to financial commodity contracts compared with $197 million in 2004.

 

Price volatility has had a significant impact on the earnings impact of EnCana’s price risk management activities. On December 31, 2005 the forward price curve for 2006 had increased from December 31, 2004 by 56 percent to $63.19 per bbl for WTI and 73 percent to $10.77 per Mcf for NYMEX gas.

 

15



 

Summary of Unrealized Mark-to-Market Gains (Losses)

 

 

 

Year ended December 31

 

 

 

 

 

($ millions)

 

2005

 

2004(1)

 

 

 

 

 

 

 

Continuing Operations

 

 

 

 

 

Natural Gas

 

$

(494

)

$

(21

)

Crude Oil

 

28

 

(177

)

 

 

(466

)

(198

)

Expenses

 

3

 

(7

)

 

 

(469

)

(191

)

Income tax recovery

 

158

 

74

 

 

 

$

(311

)

$

(117

)

 


(1)              Effective January 1, 2004 outstanding derivative instruments were recorded using mark-to-market accounting when EnCana adopted amendments to Canadian accounting standards.

 

2005 vs 2004

 

DD&A includes provisions for corporate assets such as computer equipment, office furniture and leasehold improvements.

 

Administrative expenses increased $71 million compared to 2004. The increase results from higher long-term compensation expenses that are tied to EnCana’s common share price and the change in the U.S./Canadian dollar exchange rate. Administrative costs in 2005 were $0.18 per Mcfe compared with $0.14 per Mcfe in 2004.

 

Interest expense in 2005 increased as a result of a $121 million ($79 million after-tax) charge to retire certain medium term notes. EnCana’s total long-term debt decreased by $1,154 million to $6,776 million at December 31, 2005 compared with $7,930 million at December 31, 2004. EnCana’s 2005 weighted average interest rate on outstanding debt was 5.3 percent, up from an average of approximately 4.9 percent in 2004 as a result of increased interest rates in the marketplace.

 

The foreign exchange gain of $24 million in 2005 includes $113 million ($92 million after-tax) resulting from the change in the U.S./Canadian dollar exchange rate applied to U.S. dollar denominated debt issued from Canada. Under Canadian GAAP, EnCana is required to translate long-term debt issued from Canada and denominated in U.S. dollars into Canadian dollars at the period-end exchange rate. Resulting unrealized foreign exchange gains or losses are recorded in the Consolidated Statement of Earnings. Other foreign exchange gains and losses result from the settlement of foreign currency transactions and the translation of EnCana’s monetary assets and liabilities.

 

2004 vs 2003

 

The increase in DD&A expense in 2004 is the result of higher capital spending in prior periods on corporate capital items and the impact of the change in the U.S./Canadian dollar exchange rate.

 

Administrative expenses increased $24 million in 2004. The increase results from the change in the U.S./Canadian dollar exchange rate and increased long-term compensation expenses. Administrative costs were $0.14 per Mcfe in 2004 compared to $0.13 per Mcfe in 2003.

 

The higher interest expense resulted primarily from the higher average outstanding debt level during the year arising from the TBI acquisition in the second quarter of 2004. EnCana’s weighted average interest rate on outstanding debt was marginally lower in 2004 than it was in 2003 which partially mitigated the effect of increased debt.

 

The majority of the foreign exchange gain of $412 million in 2004 resulted from the change in the U.S./Canadian dollar exchange rate in 2004 applied to U.S. dollar denominated debt issued in Canada.

 

During 2004, EnCana recorded gains of $59 million on the sale of certain corporate investments.

 

16



 

Income Tax

 

2005 vs 2004

 

The effective tax rate for 2005 was 30.8 percent compared with 23.2 percent in 2004. The 2005 income tax provision has been reduced by the net benefit of tax basis retained on dispositions of $68 million compared to $169 million in 2004. The 2004 effective tax rate included a reduction of $109 million in future income taxes resulting from the reduction in the Alberta tax rate from 12.5 percent to 11.5 percent.

 

Current tax expense was $1,204 million in 2005 compared to $559 million in 2004; $578 million of this increase relates to the sale of Gulf of Mexico assets and has been shown as cash outflow from investing activities in the Statement of Cash Flows. The balance of $626 million has been included in cash flow.

 

2004 vs 2003

 

The effective tax rate for 2004 was 23.2 percent compared to 14.1 percent for 2003.

 

In 2003, future income taxes were reduced by $359 million as a result of reductions in the Canadian federal and Alberta corporate income tax rates and related changes to the Canadian federal resource allowance deduction.

 

Further information regarding EnCana’s effective tax rate can be found in Note 8 to the Consolidated Financial Statements. EnCana’s effective rate in any year is a function of the relationship between the amount of net earnings before income taxes for the year and the magnitude of the items representing “permanent differences” that are excluded from the earnings which are subject to tax, either current or future. There are a variety of items of this type, including:

 

                  The effects of asset dispositions where the tax values of the assets sold differ from their accounting values;

 

                  Adjustments for the impact of legislative tax changes which have a prospective impact on future income tax obligations;

 

                  The non-taxable half of Canadian capital gains or losses; and

 

                  Items such as resource allowance and non-deductible crown payments where the income tax treatment is different from the accounting treatment.

 

EnCana’s operations are complex and related tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate in are continually changing. As a result, there are usually some tax matters under review. The Company believes that the provision for taxes is adequate.

 

17



 

Capital Expenditures

 

Capital Summary

 

 

 

Year ended December 31

 

($ millions)

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Upstream

 

$

6,202

 

$

4,343

 

$

3,845

 

Market Optimization

 

197

 

10

 

5

 

Corporate

 

78

 

46

 

57

 

Total Core Capital Expenditures

 

$

6,477

 

$

4,399

 

$

3,907

 

Acquisitions

 

448

 

2,952

 

540

 

Dispositions

 

(2,523

)

(1,709

)

(301

)

Discontinued Operations

 

(305

)

(1,436

)

(724

)

Net Capital Investment

 

$

4,097

 

$

4,206

 

$

3,422

 

 

EnCana’s capital investment was funded by cash flow from operations, proceeds from dispositions in excess of amounts paid for purchases of common shares under the NCIB and repayments of long-term debt. The Company’s core capital expenditures increased approximately $2.1 billion to $6.5 billion in 2005.

 

Upstream Capital Expenditures

 

2005 vs 2004

 

Capital spending during 2005 was primarily focused on North American resource play land capture, drilling programs and facility expansion. Natural gas capital expenditures were focused on continued development of the Company’s key resource plays in Greater Sierra, Cutbank Ridge, Coalbed Methane and Shallow Gas in Canada, and Piceance, Jonah, East Texas and Fort Worth in the United States. Crude oil capital spending in 2005 was concentrated on expansion of the Company’s SAGD projects located at Foster Creek and Christina Lake, the waterflood program at Pelican Lake in Alberta and Weyburn in Saskatchewan. In addition, capital was directed at identifying and developing new resource plays at Bighorn and Borealis.

 

The $1.9 billion increase in Upstream core capital expenditures in 2005 compared to 2004 was primarily due to:

 

                  Canadian core capital expenditures increased approximately $1.1 billion to $4.2 billion. This includes approximately $219 million related to the change in the U.S./Canadian dollar exchange rate as well as the following factors:

 

                  Crown land sales and other land costs in 2005 were $281 million higher than the prior year mainly due to significantly higher land prices;

 

                  Drilling and completion costs increased $731 million in 2005 due to service cost increases as a result of industry activity levels;

 

                  Facility costs increased $189 million in 2005 mainly due to the Foster Creek expansion which was completed in the fourth quarter of 2005;

 

                  In Canada, the Company drilled 4,038 net wells in 2005 compared to 4,385 net wells in 2004. This decrease of 8 percent relates mainly to decreased drilling of shallow gas wells in southern and west-central Alberta due to weather related delays during the summer and service sector shortages as a result of record levels of activity in the industry.

 

      U.S. core capital expenditures increased $0.7 billion in 2005 to $2.0 billion primarily due to increases in drilling and completion costs. In the U.S. the Company drilled 617 net wells in 2005 compared to 534 net wells in 2004, an increase of 16 percent. Drilling was focused on continued development of the four key resource plays of Jonah, Piceance, Fort Worth and East Texas.

 

2004 vs 2003

 

Capital spending during 2004 was primarily focused on North American resource play properties. Natural gas capital expenditures were primarily focused on continued development of the Company’s key resource plays in Greater Sierra, Cutbank Ridge and Shallow Gas in Canada, and Piceance, Jonah, East Texas and Fort Worth in the United States. Crude oil capital spending in 2004 was concentrated at Foster Creek, Pelican Lake and Suffield in Alberta and Weyburn in Saskatchewan.

 

The increase in Upstream capital expenditures in 2004 compared to 2003 reflects increased drilling and development activities in the U.S. The impact of the increased average U.S./Canadian dollar exchange rate resulted in an increase to Canadian dollar denominated core capital expenditures of approximately $230 million.

 

EnCana drilled 4,923 net wells in 2004 compared to 5,581 net wells in 2003.

 

 

18



 

Canadian East Coast

 

EnCana continues to examine the economic viability of the Deep Panuke project. In 2005, EnCana participated in one offshore exploration well at Grand Pre and a sidetrack well in the Grand Pre licence in an attempt to extend the northeast boundary of the Deep Panuke field. Both wells were abandoned in January 2006. Negotiations continue with the Government of Nova Scotia regarding the terms of development for Deep Panuke.

 

Brazil

 

Appraisal drilling on the offshore BM-C-7 block resulted in the identification of a viable field. In November 2005 an agreement was reached to dispose of the Company’s 50 percent interest in the field for approximately $350 million. In the October 2005 bid round, EnCana acquired a working interest in two non-operated blocks, which were officially awarded in January 2006. As of December 31, 2005 the Company had invested approximately $106 million in Brazil.

 

Market Optimization Capital Expenditures

 

Expenditures in 2005 were mostly focused on construction activities underway for the Entrega pipeline from Meeker Hub, Colorado to Wamsutter, Wyoming. Material portions of the pipeline construction were completed in December.

 

Corporate Capital Expenditures

 

Corporate capital expenditures have generally been directed to business information systems and leasehold improvements. The increase in spending in 2005 includes land purchased for the development of a Calgary office complex.

 

Acquisitions and Dispositions

 

Acquisitions included minor property acquisitions in 2005 and 2004 as well as the TBI acquisition in 2004.

 

Dispositions in 2005 include the sale of:

 

                  Gulf of Mexico assets;

 

                  Substantially all of EnCana’s natural gas liquids processing business; and

 

                  Certain non-core Canadian conventional oil and gas assets.

 

Dispositions in 2004 include the sale of:

 

                  U.K. operations;

 

                  Non-core conventional oil and gas assets;

 

                  Petrovera Resources; and

 

                  EnCana’s interest in the Alberta Ethane Gathering system.

 

 

19



 

Proved Oil and Gas Reserves

 

Proved Reserves by Country

 

Constant Prices After Royalties

 

 

 

Natural Gas

 

Crude Oil and NGLs(1)

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

 

 

2005 vs

 

 

 

2004 vs

 

 

 

As at December 31

 

2005

 

2004

 

2004

 

2003

 

2003

 

2005

 

2004(2)

 

2004

 

2003

 

2003

 

 

 

(billions of cubic feet)

 

(millions of barrels)

 

Canada

 

6,517

 

12

%

5,824

 

11

%

5,256

 

932.5

 

48

%

629.6

 

 

629.4

 

United States

 

5,267

 

14

%

4,636

 

48

%

3,129

 

53.1

 

-42

%

91.0

 

119

%

41.6

 

Ecuador

 

 

 

 

 

 

135.0

 

-6

%

143.3

 

-11

%

161.7

 

United Kingdom

 

 

 

 

-100

%

26

 

 

 

 

-100

%

124.5

 

Total

 

11,784

 

13

%

10,460

 

24

%

8,411

 

1,120.6

 

30

%

863.9

 

-10

%

957.2

 

 


(1)              Crude Oil and NGLs include condensate.

(2)              Prices at year-end 2005 allowed the reinstatement of 362.7 million barrels that were deducted as a revision due to bitumen price at year-end 2004.

 

Each year, EnCana engages independent qualified reserve evaluators to prepare reports on 100 percent of the Corporation’s oil and natural gas reserves. The Company has a Reserves Committee of independent board members which reviews the qualifications and appointment of the independent qualified reserve evaluators. The Committee also reviews the procedure for providing information to the evaluators. EnCana’s disclosure of reserves data is covered by NI 51-101 as amended by a Mutual Reliance Review System Decision Document dated December 16, 2003 permitting the adoption of U.S. reporting standards, including compliance with the practices and procedures of the U.S. Securities and Exchange Commission (“SEC”) and Financial Accounting Standards Board (“FASB”) reserve reporting requirements. These standards require that reserves be estimated employing the single day field price of the commodity at the effective date of the valuation - in this case December 31, 2005.

 

Natural Gas

 

EnCana’s proved natural gas reserves as at December 31, 2005, on an SEC constant price basis, totalled 11,784 Bcf. Approximately 213 percent of 2005 production was replaced by reserves additions during 2005. Extensions and discoveries resulting from successful exploration and development capital programs amounted to 2,541 Bcf. Downward revisions of 58 Bcf were less than 1 percent of natural gas reserves at the beginning of 2005. In Canada, positive revisions of 202 Bcf (or 3.5 percent of the opening balance) were largely associated with coalbed methane. Downward revisions in the United States amounted to 260 Bcf (or 5.6 percent of reserves at the beginning of 2005), the majority of which were the result of reduced reserve estimates per well in the southern Rockies. Acquisitions in the U.S. mid-continent essentially offset divestitures of non-core properties in the Gulf of Mexico and Canadian Plains.

 

 

 

20


 

Crude Oil and NGLs

 

The Company’s proved crude oil and natural gas liquids reserves as at December 31, 2005, on an SEC constant price basis, totalled 1,120.6 MMbbls. Reserve additions replaced over 400 percent of production. Extensions and discoveries resulting from successful exploration and development capital programs amounted to 167.2 MMbbls while revisions amounted to 227.0 MMbbls. Foster Creek accounted for the majority of these reserves additions. In addition, prices at December 31, 2005 allowed the reinstatement of 362.7 million barrels of bitumen that were recorded as a downward revision at year-end 2004 due to anomalously low bitumen prices on December 31, 2004. The sale of non core properties in the Gulf of Mexico and Canadian Plains accounted for the majority of the 54.1 million barrels of divestitures.

 

Proved Reserves Reconciliation by Country

 

Constant Prices After Royalties

 

 

 

Natural Gas

 

Crude Oil and NGLs(1)

 

 

 

(billions of cubic feet)

 

(millions of barrels)

 

As at December 31, 2005

 

Canada

 

USA

 

Total

 

Canada

 

USA

 

Ecuador

 

Total

 

Beginning of year

 

5,824

 

4,636

 

10,460

 

266.9

 

91.0

 

143.3

 

501.2

 

Revisions and improved recovery

 

202

 

(260

)

(58

)

222.1

 

(3.2

)

8.1

 

227.0

 

Extensions and discoveries

 

1,289

 

1,252

 

2,541

 

148.1

 

8.9

 

10.2

 

167.2

 

Acquisitions

 

7

 

76

 

83

 

 

0.4

 

 

0.4

 

Divestitures

 

(30

)

(37

)

(67

)

(15.1

)

(39.0

)

 

(54.1

)

Production

 

(775

)

(400

)

(1,175

)

(52.2

)

(5.0

)

(26.6

)

(83.8

)

End of year before reinstatement of bitumen reserves

 

6,517

 

5,267

 

11,784

 

569.8

 

53.1

 

135.0

 

757.9

 

Reinstatement of bitumen reserves(2)

 

 

 

 

362.7

 

 

 

362.7

 

End of year

 

6,517

 

5,267

 

11,784

 

932.5

 

53.1

 

135.0

 

1,120.6

 

 


(1)         Crude Oil and NGLs include condensate.

(2)         Prices at year-end 2005 allowed the reinstatement of 362.7 million barrels that were deducted as a revision due to the bitumen price at year-end 2004.

 

21



 

Discontinued Operations

 

Discontinued operations in the Consolidated Financial Statements include:

 

                  Upstream

 

Ecuador

 

United Kingdom

 

                  Midstream

 

EnCana’s 2005 net earnings from discontinued operations were $597 million compared to $1,420 million in 2004 and include realized financial hedge losses of $86 million after-tax and unrealized financial hedge gains of $34 million after-tax.

 

EnCana’s 2004 net earnings from discontinued operations were $1,420 million compared to $222 million in 2003 and include realized commodity hedge losses of $278 million after-tax (2003: $12 million after-tax) and unrealized financial hedge losses of $48 million after-tax.

 

Summary information is presented below. Additional information concerning EnCana’s discontinued operations can be found in Note 4 to EnCana’s Consolidated Financial Statements.

 

Ecuador

 

 

 

Year ended December 31

 

 

2005

 

2004

 

2003

 

Sales volumes

 

 

 

 

 

 

 

Crude Oil (bbls/d)

 

71,065

 

77,993

 

46,521

 

($ millions)

 

 

 

 

 

 

 

Net Earnings (loss) from Discontinued Operations

 

$

131

 

$

(33

)

$

32

 

Capital Investment

 

179

 

240

 

367

 

 

In accordance with Canadian generally accepted accounting principles, DD&A expense for Ecuador has not been recorded in the Consolidated Statement of Earnings for discontinued operations.

 

On September 13, 2005 EnCana announced it had reached an agreement in principle to sell all its interests in Ecuador operations for $1.42 billion which is approximately equivalent to the asset’s net book value at July 1, 2005, the referenced effective date of the transaction. All economic benefits occurring after the July 1, 2005 effective date accrue to the purchaser. A provision of $234 million has been recorded against the net book value to recognize management’s best estimate of the difference between the selling price and the December 31, 2005 underlying accounting value of the related investments at the sales date, as required under Canadian generally accepted accounting principles.

 

2005 vs 2004

 

Production volumes in 2005 averaged 72,916 bbls/d; down 5 percent from 2004. Sales volumes in 2005 decreased 9 percent to average 71,065 bbls/d due to declining production in Tarapoa and Block 15 as well as the shift to an underlift position at December 31, 2005 from an overlift position at the end of 2004.

 

Production and mineral taxes were $70 million higher in 2005 compared to 2004 as a result of higher realized prices on the Tarapoa block sales volumes partially offset by lower Tarapoa sales volumes. EnCana is required to pay a percentage of revenue from this block to the Ecuador government based on realized prices over a base price.

 

2004 vs 2003

 

Production volumes for 2004 averaged 76,872 bbls/d; up 50 percent from 2003. Sales volumes in 2004 increased 68 percent to average 77,993 bbls/d.  The higher sales volumes are primarily due to the combination of available capacity on the OCP pipeline in Ecuador, which commenced shipments in September 2003, and increased production from Block 15.

 

Production and mineral taxes were $36 million higher in 2004 compared to 2003 as a result of higher realized prices and sales volumes from the Tarapoa block.

 

Contingency information regarding certain disputed items with the Ecuadorian government relating to value-added tax (“VAT”), ownership of Block 15 and deductibility of interest is included in Note 4 to EnCana’s Consolidated Financial Statements.

 

22



 

United Kingdom

 

 

 

Year ended December 31

 

 

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Sales volumes

 

 

 

 

 

 

 

Produced Gas (MMcf/d)

 

 

30

 

13

 

Crude Oil (bbls/d)

 

 

14,128

 

9,231

 

NGLs (bbls/d)

 

 

1,845

 

897

 

Total (BOE/d)

 

 

20,973

 

12,295

 

($ millions)

 

 

 

 

 

 

 

Net Earnings (loss) from Discontinued Operations

 

$

35

 

$

1,338

 

$

(7

)

Capital Investment

 

 

488

 

223

 

 

In December 2004, a subsidiary of the Company completed the sale of its U.K. central North Sea assets, production and prospects for net cash consideration of approximately $2.1 billion, resulting in a gain on sale of approximately $1.4 billion.

 

Midstream

 

 

 

Year ended December 31

 

($ millions)

 

2005

 

2004

 

2003

 

Net Earnings from Discontinued Operations

 

$

431

 

$

118

 

$

173

 

Capital Investment

 

21

 

88

 

271

 

 

2005 vs 2004

 

On December 13, 2005 EnCana sold substantially all of its natural gas liquids processing business for proceeds of approximately $625 million subject to post closing adjustments. EnCana continues with plans to divest its natural gas storage operations which include the AECO storage facility as well as storage facilities in the United States.

 

Net earnings in 2005 for the discontinued Midstream businesses were $431 million, an increase of $313 million over 2004. Included in 2005 net earnings is a $370 million gain on the sale of the natural gas liquids processing business. 2005 net earnings have been reduced by $30 million as a result of agreements by WD Energy Services Inc., one of EnCana’s indirect subsidiaries, to settle certain California and New York lawsuits, as further described in this MD&A under the heading “Contractual Obligations and Contingencies.”

 

2004 vs 2003

 

2004 net earnings of $118 million were $55 million lower than 2003.

 

In 2003 EnCana closed the previously announced sales of its crude oil pipeline business resulting in a $169 million after-tax gain on the sales.

 

23



 

Liquidity and Capital Resources

 

Operating Activities

 

 

 

Year ended December 31

 

($ millions)

 

2005

 

2004

 

2003

 

Net cash provided by (used in)

 

 

 

 

 

 

 

Operating activities

 

$

7,430

 

$

4,591

 

$

4,304

 

Investing activities

 

(4,520

)

(4,259

)

(3,729

)

Financing activities

 

(3,396

)

163

 

(542

)

Deduct: Foreign exchange loss on cash and cash equivalents held in foreign currency

 

2

 

6

 

10

 

(Decrease) increase in cash and cash equivalents

 

(488

)

489

 

23

 

 

Cash flow from continuing operations was $6,962 million, an increase of $2,460 million from 2004. The increase in cash flow in 2005 was primarily due to increased revenues driven by higher commodity prices and sales volumes partially reduced by increased expenses. Cash flow from continuing operations comprises most of EnCana’s cash provided by operating activities.

 

Investing Activities

 

Net cash of $4,520 million was used for investing activities in 2005, an increase of $261 million compared to 2004. Capital expenditures, including property acquisitions, increased $2,162 million in 2005. This increase occurred as a result of:

 

                  The increased value of the Canadian dollar;

                  Increased crown land purchase prices and other land costs;

                  Higher drilling and completion costs;

                  Increased facility costs as a result of the Foster Creek expansion; and

                  Entrega pipeline construction costs.

 

EnCana’s 2004 activities included the $2,335 million TBI acquisition. EnCana did not undertake any business combinations in 2005.

 

EnCana’s divestments of the Gulf of Mexico assets, certain mature conventional properties and the natural gas liquids processing facilities generated $3.1 billion less tax of $578 million in 2005. In 2004, EnCana’s divestments of the U.K. operations, certain mature conventional properties, Petrovera Resources and its interest in the Alberta Ethane Gathering System generated proceeds of $3.6 billion.

 

Financing Activities

 

Total long-term debt decreased by $1,154 million to $6,776 million in 2005 from the $7,930 million in 2004. EnCana’s net debt adjusted for working capital was $7,970 million as at December 31, 2005 compared with $7,184 million at December 31, 2004. During 2005 EnCana purchased 60.7 million of its Common Shares for a total consideration of $2.1 billion. Working capital at December 31, 2005 was a deficit of $1,267 million. This compares to working capital of $558 million as at December 31, 2004.

 

24



 

Continuity of long-term debt

 

2005

 

Date

 

Description

 

Amount

 

Repayment of long-term debt

 

 

 

 

 

January

 

TBI Debt (1)

 

$

(1

)

August

 

8.50% due March 15, 2011 (1)

 

(42

)

August

 

6.20% due June 23, 2028 (1)

 

(42

)

September

 

5.95% due October 1, 2007 (1)

 

(166

)

September

 

5.95% due June 2, 2008 (1)

 

(83

)

September

 

5.80% due June 19, 2008 (1)

 

(83

)

September

 

6.10% due June 1, 2009 (1)

 

(125

)

September

 

7.15% due December 17, 2009 (1)

 

(125

)

September

 

7.10% due October 11, 2011 (1)

 

(166

)

September

 

7.30% due September 2, 2014 (1)

 

(125

)

November

 

8.75% Debentures due November 9, 2005

 

(146

)

 

 

 

 

$

(1,104

)

 

 

 

 

 

 

Issuances of long-term debt

 

 

 

 

 

September

 

3.60% due September 15, 2008

 

$

429

 

 

 

 

 

 

 

 

 

 

 

$

429

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Net decrease in revolving term debt

 

$

(538

)

 

 

 

 

 

 

 

 

Other non cash items

 

59

 

 

 

 

 

$

(479

)

 

 

 

 

 

 

Increase (reduction) in total long term debt

 

 

 

$

(1,154

)

 

2004

 

Date

 

Description

 

Amount

 

Repayment of long-term debt

 

 

 

 

 

 

March

 

7.00% Term Securities due March 23, 2034

 

$

(97

)

June

 

6.60% due June 30, 2004

 

(39

)

August

 

8.50% Preferred Securities due September 30, 2048 (1)

 

(155

)

September

 

9.50% Preferred Securities due September 30, 2048 (1)

 

(150

)

December

 

7.00% due December 1, 2004

 

(77

)

December

 

8.40% due December 15, 2004

 

(73

)

Various

 

TBI Debt (1)

 

(407

)

Various

 

Bridge Facility (2)

 

(1,761

)

 

 

 

 

$

(2,759

)

 

 

 

 

 

 

Issuances of long-term debt

 

 

 

 

 

 

May

 

5.80% due May 1, 2014

 

$

1,000

 

August

 

6.50% due August 15, 2034

 

750

 

August

 

4.60% due August 15, 2009

 

250

 

Various

 

Bridge Facility (2)

 

1,761

 

 

 

 

 

$

3,761

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

Net increase in revolving term debt

 

$

72

 

 

 

Debt acquired in TBI acquisition

 

408

 

 

 

Other non cash items

 

73

 

 

 

 

 

$

553

 

 

 

 

 

 

 

Increase (reduction) in total long term debt

 

 

 

1,555

 

 


(1)         Redeemed prior to maturity

(2)         Bridge Facility used to fund the acquisition of TBI

 

EnCana had available unused committed bank credit facilities in the amount of $3.0 billion and unused shelf prospectuses for up to $3.4 billion at December 31, 2005.

 

EnCana maintains investment grade credit ratings on its senior unsecured debt. Standard & Poor’s has assigned a rating of A- with a ‘Negative Outlook’, Dominion Bond Rating Services has assigned a rating of A(low) with a ‘Stable Trend’ and Moody’s has assigned a rating of ‘Baa2 Stable’.

 

Financial Metrics

 

 

 

December 31

 

December 31

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net Debt to Capitalization

 

33

%

33

%

 

 

 

 

 

 

Net Debt to EBITDA(1)

 

1.1x

 

1.4x

 

 


(1)         EBITDA is a non-GAAP measure that is defined as earnings from continuing operations before gain on disposition, income taxes, foreign exchange gains or losses, interest net, acccretion of asset retirement obligation, and depreciation, depletion, and amortization.

 

Net Debt to Capitalization and Net Debt to EBITDA are two ratios Management uses to steward the Company’s overall debt position as measures of the Company’s overall financial strength.

 

25



 

Outstanding Share Data

 

(millions)

 

December 31

 

2005(1)

 

2004(1)

 

2003(1)

Outstanding, beginning of year

 

900.6

 

921.2

 

957.8

 

Issued under option plans

 

15.0

 

19.4

 

11.0

 

Shares purchased (Normal Course Issuer Bid)

 

(55.2

)

(40.0

)

(47.6

)

Shares purchased (Performance Share Unit Plan)

 

(5.5

)

 

 

 

 

 

 

 

 

 

 

Common shares outstanding, end of period

 

854.9

 

900.6

 

921.2

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

889.2

 

936.0

 

959.4

 

 


(1)         The number of common shares outstanding prior to the 2 for 1 share split has been restated for comparison.

 

The Company is authorized to issue an unlimited number of Common Shares, an unlimited number of First Preferred Shares and an unlimited number of Second Preferred Shares. There were no Preferred Shares outstanding.

 

EnCana’s shareholders approved a split of the Company’s outstanding Common Shares on a two-for-one basis at its Annual and Special Meeting held on April 27, 2005. Each shareholder received one additional Common Share for each Common Share held on the record date of May 12, 2005.

 

Employees and directors have been granted options to purchase Common Shares under various plans. On October 26, 2005 EnCana terminated the directors stock option plan. At December 31, 2005, 20.7 million options, without Tandem Share Appreciation Rights attached, were outstanding of which 16.8 million are exercisable.

 

Long-term incentives granted to EnCana employees include a reduced level of stock option grants that is supplemented by grants of Performance Share Units (“PSUs”). PSUs will not result in the issue of new Common Shares by the Company. Shares purchased for the PSUs plan are held in a Trust for future vesting. Stock options granted in 2004 and 2005 have an associated Tandem Share Appreciation Right (“TSAR”) and employees may elect to exercise either the stock option or the associated TSAR. TSAR exercises will result in either cash payments by the Company or issuance of Common Shares based upon the employee’s choice at the time of exercise.

 

EnCana has obtained regulatory approval under Canadian securities laws to purchase Common Shares under four consecutive NCIBs which commenced in October 2002 and may continue until October 30, 2006. Between October 2002 and December 31, 2005 EnCana has purchased 142.8 million shares for cancellation under these Bids for a total cost of $3,796 million. EnCana is entitled to purchase for cancellation up to approximately 85.6 million Common Shares under the renewed NCIB which commenced on October 31, 2005 and will terminate not later than October 30, 2006. As of January 31, 2006 EnCana has purchased 6.8 million shares under this NCIB. Under the prior NCIB which commenced October 29, 2004 and expired October 28, 2005, EnCana purchased approximately 84.2 million Common Shares. Shareholders may obtain a copy of the NCIB documents without charge at www.sedar.com or by contacting investor.relations@encana.com.

 

EnCana pays quarterly dividends to shareholders at the discretion of the Board of Directors. These dividends totaled $238 million in 2005, $183 million in 2004 and $139 million in 2003. These dividends are funded by cash flow. At December 31, 2005 the quarterly dividend paid to shareholders was $0.075 per Common Share (2004: $0.050; 2003: C$0.050).

 

Normal Course Issuer Bid

 

(millions)

 

Share Purchases(1)

 

Year ended December 31

2005

 

2004

Bid expired October 2004

 

 

11.0

 

Bid expired October 2005

 

55.2

 

29.0

 

Bid expiring October 2006

 

 

 

 

 

55.2

 

40.0

 

 


(1)   Transactions that occurred before the 2 for 1 share split have been restated for comparison.

 

26



 

Contractual Obligations and Contingencies

 

($ millions)

 

Expected Payment Date

 

2006

 

2007 to
2008

 

2009 to
2010

 

2011+

 

Total

Long-Term Debt

 

$

73

 

$

864

 

$

450

 

$

5,325

 

$

6,712

 

Asset Retirement Obligations

 

1

 

10

 

9

 

4,924

 

4,944

 

Pipeline Transportation

 

339

 

560

 

404

 

850

 

2,153

 

Purchase of Goods and Services

 

230

 

357

 

138

 

33

 

758

 

Operating Leases(2)

 

48

 

86

 

65

 

132

 

331

 

Product Purchases

 

33

 

45

 

44

 

98

 

220

 

Capital Commitments

 

92

 

29

 

 

38

 

159

 

Total

 

$

 816

 

$

 1,951

 

$

 1,110

 

$

 11,400

 

$

 15,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product Sales

 

$

61

 

$

132

 

$

82

 

$

300

 

$

575

 

Discontinued operations (3)

 

$

(331

)

$

67

 

$

161

 

$

793

 

$

690

 

Financial Contracts and Other Commitments

 

$

(76

)

$

4

 

$

 

$

 

$

(72

)

 


(1)         In addition, the Company has made commitments related to its risk management program. See Note 16 to the Consolidated Financial Statements. The Company also has an obligation to fund its Pension Plan and Other Post Retirement Benefits as disclosed in Note 15 to the Consolidated Financial Statements.

(2)         Related to office space.

(3)         Primarily related to long-term transportation commitments.

 

EnCana has entered into various commitments primarily related to debt, demand charges on firm transportation agreements, capital commitments and marketing agreements.

 

Included in EnCana’s total long-term debt commitments of $6,712 million at December 31, 2005 are $1,425 million in commitments related to Banker’s Acceptances and Commercial Paper. These amounts are fully supported and Management expects that they will continue to be supported by revolving credit and term loan facilities that have no repayment requirements within the next year. Further details regarding EnCana’s long-term debt are described in Note 12 to the Consolidated Financial Statements.

 

As at December 31, 2005, EnCana remained a party to long-term, fixed price, physical contracts with a current delivery of approximately 48 MMcf/d with varying terms and volumes through 2017. The total volume to be delivered within the terms of these contracts is 149 Bcf at a weighted average price of $3.85 per Mcf. At December 31, 2005, these transactions had an unrealized loss of $464 million.

 

Contingency information regarding certain disputed items with the Ecuadorian government relating to VAT, ownership of Block 15 and deductibility of interest is included in Note 4 to EnCana’s Consolidated Financial Statements.

 

Off-Balance Sheet Financing Arrangements

 

EnCana does not have any off-balance sheet financing arrangements that have or are reasonably likely to have an effect on its results of operations or financial condition.

 

Leases

 

As a normal course of business, EnCana leases office space for personnel who support field operations and for corporate purposes.

 

Legal Proceedings

 

EnCana is involved in various legal claims associated with the normal course of operations and believes it has made adequate provision for such legal claims.

 

Discontinued Merchant Energy Operations

 

California

 

As disclosed previously, in July 2003, the Company’s indirect wholly owned U.S. marketing subsidiary, WD Energy Services Inc. (“WD”), concluded a settlement with the U.S. Commodity Futures Trading Commission (“CFTC”) of a previously disclosed CFTC investigation whereby WD agreed to pay a civil monetary penalty in the amount of $20 million without admitting or denying the findings in the CFTC’s order.

 

EnCana Corporation and WD are defendants in a lawsuit filed by E. & J. Gallo Winery in the United States District Court in California, further described below.  The Gallo lawsuit claims damages in excess of $30 million. California law allows for the possibility that the amount of damages assessed could be tripled.

 

27



 

Along with other energy companies, EnCana Corporation and WD are defendants in several other lawsuits relating to sales of natural gas in California from 1999 to 2002 (some of which are class actions and some of which are brought by individual parties on their own behalf). As is customary, these lawsuits do not specify the precise amount of damages claimed. The Gallo and other California lawsuits contain allegations that the defendants engaged in a conspiracy with unnamed competitors in the natural gas and derivatives market in California in violation of U.S. and California anti-trust and unfair competition laws.

 

In all but one of the class actions in the United States District Court and in the Gallo action, decisions dealing with the issue of whether the scope of the Federal Energy Regulatory Commission’s exclusive jurisdiction over natural gas prices precludes the plaintiffs from maintaining their claims are on appeal to the United States Court of Appeals for the Ninth Circuit.

 

Without admitting any liability in the lawsuits, in November 2005, WD has agreed to pay $20.5 million to settle the class action lawsuits that were consolidated in San Diego Superior Court subject to final documentation and approval by the San Diego Superior Court. The individual parties who had brought their own actions are not parties to this settlement.

 

New York

 

WD is also a defendant in a consolidated class action lawsuit filed in the United States District Court in New York. The consolidated New York lawsuit claims that the defendants’ alleged manipulation of natural gas price indices affected natural gas futures and option contracts traded on the NYMEX from 2000 to 2002. EnCana Corporation was dismissed from the New York lawsuit, leaving WD and several other companies unrelated to EnCana Corporation as the remaining defendants. Without admitting any liability in the lawsuit, WD has agreed to pay a maximum of $9.1 million to settle the New York class action lawsuit subject to final documentation and approval by the New York District Court.

 

Based on the aforementioned settlements, during the fourth quarter of 2005 a total of $30 million has been recorded in Administrative expenses in Net Earnings from Discontinued Operations. EnCana Corporation and WD intend to vigorously defend against the remaining outstanding claims; however, the Company cannot predict the outcome of these proceedings or any future proceedings against the Company, whether these proceedings would lead to monetary damages which could have a material adverse effect on the Company’s financial position, or whether there will be other proceedings arising out of these allegations.

 

Accounting Policies and Estimates

 

Changes in Accounting Principles

 

No changes in accounting principles were adopted in 2005.

 

Recent Accounting Pronouncements

 

Management is assessing the following new and revised accounting pronouncements that have been issued and are not yet effective:

 

                  In the quarter ending March 31, 2006 EnCana will adopt Section 3831 “Non-Monetary Transactions” issued by the Canadian Institute of Chartered Accountants (“CICA”) in June 2005. Under the new standard, a commercial substance test replaces the culmination of earnings test as the criteria for fair value measurement. In addition, fair value measurement is clarified. The Company does not expect application of this new standard to have a material impact on its consolidated financial statements.

 

                  In the year ending December 31, 2007 EnCana will be required to adopt Section 1530 “Comprehensive Income”, Section 3251 “Equity”, Section 3855 “Financial Instruments - Recognition and Measurement” and Section 3865 “Hedges” issued by the CICA in January 2005. Under the new standards: a new financial statement, Comprehensive Income has been introduced that will provide for certain gains and losses, including foreign currency translation adjustment and other amounts arising from changes in fair value to be temporarily recorded outside the income statement. In addition, all financial instruments, including derivatives are to be included on EnCana’s balance sheet and measured at fair values in most cases. Requirements for hedge accounting have been further clarified.  Although the Company is in the process of evaluating the impact of these standards, it does not expect the Financial Instruments and Hedges standards to have a material impact on its consolidated financial statements as it currently uses mark-to-market accounting for derivative instruments that do not qualify or are not designated as hedges.

 

                  Over the next five years the CICA will adopt its new strategic plan for the direction of accounting standards in Canada ratified in January 2006.  As part of that plan, accounting standards in Canada for public companies will converge with International Financial Report Standards (“IFRS”) over the next five years. EnCana continues to monitor and assess the impact of the planned convergence of Canadian GAAP with IFRS.

 

Critical Accounting Policies and Estimates

 

Management is required to make judgments, assumptions and estimates in the application of generally accepted accounting principles that have a significant impact on the financial results of the Company. A summary of EnCana’s

 

28



 

significant accounting policies can be found in Note 1 to the Consolidated Financial Statements. The following discussion outlines the accounting policies and practices involving the use of estimates that are critical to determining EnCana’s financial results.

 

Full Cost Accounting

 

EnCana follows the CICA guideline on full cost accounting in the oil and gas industry to account for oil and gas properties. Under this method, all costs directly associated with the acquisition of, exploration for, and development of natural gas and crude oil reserves are capitalized on a country-by-country cost centre basis and costs associated with production are expensed. The capitalized costs are depreciated, depleted and amortized using the unit-of-production method based on estimated proved reserves. Reserve estimates can have a significant impact on earnings, as they are a key component in the calculation of DD&A. A downward revision in a reserve estimate could result in a higher DD&A charge to earnings. In addition, if net capitalized costs are determined to be in excess of the calculated ceiling, which is based largely on reserve estimates (see asset impairment discussion below), the excess must be written off as an expense charged against earnings. In the event of a property disposition, proceeds are normally deducted from the full cost pool without recognition of a gain or loss unless there is a change in the DD&A rate of 20 percent or greater.

 

Oil and Gas Reserves

 

All of EnCana’s oil and gas reserves are evaluated and reported on by independent qualified reserve evaluators. The estimation of reserves is a subjective process. Forecasts are based on engineering data, projected future rates of production, estimated commodity price forecasts and the timing of future expenditures, all of which are subject to numerous uncertainties and various interpretations. Reserve estimates can be revised upward or downward based on the results of future drilling, testing, production levels and economics of recovery based on cash flow forecasts.

 

Asset Impairments

 

Under full cost accounting, a ceiling test is performed to ensure that unamortized capitalized costs in each cost centre do not exceed their fair value. An impairment loss is recognized in net earnings when the carrying amount of a cost centre is not recoverable and the carrying amount of the cost centre exceeds its fair value. The carrying amount of the cost centre is not recoverable if the carrying amount exceeds the sum of the undiscounted cash flows from proved reserves. If the sum of the cash flows is less than the carrying amount, the impairment loss is limited to an amount by which the carrying amount exceeds the sum of:

 

i)                 the fair value of proved and probable reserves; and

 

ii)              the costs of unproved properties that have been subject to a separate impairment test.

 

Asset Retirement Obligations

 

The fair value of estimated asset retirement obligations is recognized in the Consolidated Balance Sheet when identified and a reasonable estimate of fair value can be made. Asset retirement obligations include 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. These obligations also include items for which the Company has made promissory estoppel. 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. Increases in the asset retirement obligation resulting from the passage of time are recorded as accretion of asset retirement obligation in the Consolidated Statement of Earnings. Amounts recorded for asset retirement obligations are based on estimates of reserves and on retirement costs which will not be incurred for several years. Actual payments to settle the obligations may differ from estimated amounts.

 

Goodwill

 

Goodwill, which represents the excess of purchase price over fair value of net assets acquired in the merger with Alberta Energy Company and the acquisition of TBI, is assessed by EnCana for impairment at least annually. Goodwill was allocated to the business segments at the time of the above transactions based on their respective book values compared to fair values. If it is determined that the fair value of the assets and liabilities of the business segment is less than the book value of the business segment at the time of assessment, an impairment amount is determined by deducting the fair value from the book value and applying it against the book balance of goodwill. The offset is charged to the Consolidated Statement of Earnings as additional DD&A.

 

Derivative Financial Instruments

 

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 to not use derivative financial instruments for speculative purposes.

 

The Company enters into financial transactions to help reduce its exposure to price fluctuations with respect to a portion of its oil and gas production to help achieve returns on new projects, targeted returns on new investments and steady funding of growth projects or to mitigate market price risk associated with cash flows expected to be generated from budgeted capital programs. These transactions generally are swaps, collars or options and are generally entered into with major financial institutions or commodities trading institutions.

 

EnCana may also use derivative financial instruments such as interest rate swap agreements to manage the fixed and floating interest rate mix of its total debt portfolio and related overall cost of borrowing. The interest rate swap

 

29



 

agreements involve the periodic exchange of payments, without the exchange of the normal principal amount upon which the payments are based, and are recorded as an adjustment of interest expense on the hedged debt instrument.

 

EnCana may enter into hedges of its foreign currency exposures on foreign currency denominated long-term debt by entering into offsetting forward exchange contracts. Foreign exchange translation gains and losses on these instruments are accrued under other current, or non-current, assets or liabilities on the balance sheet and recognized in foreign exchange in the period to which they relate, offsetting the respective translation losses and gains recognized on the underlying foreign currency long-term debt. Premiums or discounts on these forward instruments are amortized as an adjustment of interest expense over the term of the contract.

 

EnCana also purchases foreign exchange forward contracts to hedge anticipated sales to customers in the United States. Foreign exchange translation gains and losses on these instruments are recognized as an adjustment of the revenues when the sale is recorded.

 

Derivative instruments that do not qualify as hedges, or are not designated as hedges, are recorded using the mark-to-market method of accounting whereby instruments are recorded in the Consolidated Balance Sheet as either an asset or liability with changes in fair value recognized in net earnings. Realized gains or losses from financial derivatives are recognized in natural gas and crude oil revenues as the related production occurs. Unrealized gains and losses are recognized in revenues at the end of each respective reporting period. The estimate of fair value of all derivative instruments is based on quoted market prices or, in their absence, third party market indicators. In 2004 and 2005, the Company elected not to designate any of its current price risk management activities as accounting hedges and accordingly, accounts for all derivatives using the mark-to-market accounting method.

 

Pensions and Other Post Retirement Benefits

 

EnCana accrues for its obligations under its employee benefit plans and the related costs, net of plan assets.

 

The cost of pensions and other retirement benefits is actuarially determined using the projected benefit method based on length of service, and reflects Management’s best estimate of expected plan investment performance, salary escalation, retirement ages of employees and expected future health care costs. The expected return on plan assets is based on the fair value of those assets. The obligation is discounted using a market interest rate at the beginning of the year on high quality corporate debt instruments.

 

Pension expense 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 the net transitional obligation, the amortization of adjustments arising from pension plan amendments 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. The amortization period covers the expected average remaining service lives of employees covered by the plans.

 

Pension expense for the defined contribution pension plans is recorded as the benefits are earned by the employees covered by the plan.

 

Pension costs are a component of compensation costs.

 

Performance Share Units (“PSUs”)

 

The PSU plans provide for a range of payouts, based on EnCana’s performance relative to certain peers.

 

EnCana expenses the cost of PSUs based on expected payouts, however, the amounts to be paid, if any, may vary from the current estimate.

 

30



 

Risk Management

 

EnCana’s results are affected by

 

                  financial risks (including commodity price, foreign exchange, interest rate and credit risks)

 

                  operational risks

 

                  environmental, health, safety and security risks

 

                  reputational risks

 

Financial Risks

 

Sensitivity of 2006 Net Earnings From Continuing Operations and Cash Flow From Continuing Operations (Including Hedges)(1) (2)

 

 

Sensitivity of 2006 Net Earnings From Continuing Operations and

 

Net Earnings

 

Cash Flow

 

Cash Flow From Continuing Operations (Including Hedges)(1) (2)

 

from Continuing

 

from Continuing

 

($ millions)

 

Operations

 

Operations

 

$

1.00 per million British thermal units increase in the NYMEX gas price

 

$

520

 

$

760

 

$

6.00 per barrel increase in the WTI oil price

 

130

 

180

 

$

0.01 decrease in the U.S.\Canadian dollar exchange rate

 

5

 

40

 

 


(1)   Hedge position as at December 31, 2005.

(2)   Based on forward curve commodity price and forward curve estimates dated December 31, 2005.

 

Sensitivity of 2006 Net Earnings From Continuing Operations and Cash Flow From Continuing Operations (Excluding Hedges)(1)

 

Sensitivity of 2006 Net Earnings From Continuing Operations and

 

Net Earnings

 

Cash Flow

 

Cash Flow From Continuing Operations (Excluding Hedges)(1)

 

from Continuing

 

from Continuing

 

($ millions)

 

Operations

 

Operations

 

$1.00 per million British thermal units increase in the NYMEX gas price

 

$

780

 

$

980

 

$6.00 per barrel increase in the WTI oil price

 

130

 

180

 

$0.01 decrease in the U.S.\Canadian dollar exchange rate

 

5

 

40

 

 


(1)         Based on forward curve commodity price and forward curve estimates dated December 31, 2005.

 

EnCana partially mitigates its exposure to financial risks through the use of various financial instruments and physical contracts. The use of derivative instruments is governed under formal policies and is subject to limits established by the Board of Directors. As a means of mitigating exposure to commodity price risk, the Company has entered into various financial instrument agreements. EnCana does not use derivative financial instruments for speculative purposes. The details of these instruments, including any unrealized gains or losses, as of December 31, 2005, are disclosed in Note 16 to the Consolidated Financial Statements.

 

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, in the case of commodities, to the mitigation of price risk associated with cash flows expected to be generated from budgeted capital programs and in other cases to the mitigation of price risks for specific assets and obligations.

 

With respect to transactions involving proprietary production or assets, the financial instruments generally used by EnCana are swaps, collars or options which are entered into with major financial institutions, integrated energy companies or commodities trading institutions.

 

Commodity Price

 

To partially mitigate the natural gas commodity price risk, the Company entered into swaps which fix the AECO and NYMEX prices and collars and put options which fix the range of AECO and NYMEX prices. To help protect against widening natural gas price differentials in various production areas, EnCana has entered into swaps to fix the AECO and Rockies price differential from the NYMEX price. Physical contracts relating to these activities had an unrecognized gain of $71 million.

 

EnCana has also entered into contracts to purchase and sell natural gas as part of its daily ongoing operations of the Company’s proprietary production management. Physical contracts associated with this activity had an unrecognized gain of $70 million.

 

For crude oil price risk, the Company has partially mitigated its exposure to the WTI NYMEX price for a portion of its oil production with fixed price swaps, purchased call options to allow participation at higher WTI levels, three-way put spreads and put options.

 

31



 

Foreign Exchange

 

As a means of mitigating the exposure to fluctuations in the U.S. to Canadian exchange rate, EnCana may enter into foreign exchange contracts. The Company also enters into foreign exchange contracts in conjunction with crude oil marketing transactions. Gains or losses on these contracts are recognized when the difference between the average month spot rate and the rate on the date of settlement is determined.

 

EnCana also maintains a mix of both U.S. dollar and Canadian dollar debt which helps to offset the 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 has entered into cross currency swaps on a portion of its debt as a means of managing the U.S./Canadian dollar debt mix.

 

Interest Rates

 

The Company partially mitigates its exposure to interest rate changes by maintaining a mix of both fixed and floating rate debt. EnCana has entered into interest rate swap transactions from time to time as a means of managing the fixed/floating rate debt portfolio mix.

 

Credit Risk

 

EnCana is exposed to credit related losses in the event of default by counterparties. This credit exposure is mitigated through the use of Board-approved credit policies governing the Company’s credit portfolio and with credit practices that limit transactions to counterparties of investment grade credit quality and transactions that are fully collateralized. A substantial portion of EnCana’s accounts receivable is with customers in the oil and gas industry.

 

Operational Risks

 

EnCana mitigates operational risk through a number of policies and processes. As part of the capital approval process, the Company’s projects are evaluated on a fully risked basis, including geological risk and engineering risk. In addition, the asset teams undertake a process called Lookback and Learning. In this process, each asset team undertakes a thorough review of their previous capital program to identify key learnings, which often includes operational issues that positively and negatively impacted the project’s results. Mitigation plans are developed for the operational issues which 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 Lookback results are analyzed for EnCana’s capital program with the results and identified learnings shared across the Company.

 

Projects include a Business Risk Burden that is intended to account for the unforeseen risks. The amount of Business Risk Burden that is used on a particular project depends on the project’s history of Lookback results and the type of expenditure. A peer review process is used to ensure that capital projects are appropriately risked and that knowledge is shared across the Company. Peer reviews are undertaken primarily for exploration projects and early stage resource plays, although they may occur for any type of project.

 

EnCana also partially mitigates operational risks by maintaining a comprehensive insurance program.

 

Environment, Health, Safety and Security Risks

 

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 and environmental risk and requires regular reporting to senior management and the Board of Directors. The Corporate Responsibility, Environment, Health & Safety Committee of EnCana’s Board of Directors recommends approval of environmental policy 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 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 strategies are utilized to restore the environment.

 

Security risks are managed through a Security Program designed to protect EnCana’s personnel and assets. EnCana has established an Investigations Committee with the mandate to address potential violations of Company policies and practices and an Integrity Hotline that can be used to raise any concerns regarding EnCana’s operations.

 

Climate Change

 

The Kyoto protocol, ratified by the Canadian Federal Government in December 2002, came into force on February 16, 2005. The protocol commits Canada to reducing greenhouse gas emissions to 6 percent below 1990 levels over the period 2008 – 2012. There is currently no clear direction post 2012. The previous Federal Government released a framework outlining its Climate Change action plan on April 13, 2005. The plan as released contains few technical details regarding the implementation of the Government’s greenhouse gas reduction strategy.

 

Prior to the recent change in the Federal Government, the implementation of the Climate Change plan had yet to be finalized, therefore EnCana is unable to predict the total impact of the potential regulations upon its business. However, a July 16, 2005 Canada Gazette notice partially addressed the uncertainty associated with a greenhouse gas regulation for existing facilities by providing the oil and gas sector with limits on cost (a price assurance mechanism of $15/tonne for compliance) and emission reductions

 

32



 

targets that will not exceed 12 percent lower than business as usual levels of total covered emissions for a given sector. It also made a commitment to targets based on the “best technology economically achievable” for new facilities. Based on these commitments and EnCana’s activity on geological sequestration of CO2, we do not anticipate that the cost implications of government climate change plans will have a material impact on operations or future growth plans.

 

The ultimate impact of Canada’s implementation plan, however, remains subject to numerous risks and uncertainties, including the outcome of discussions between the recently elected Federal Government, provincial governments, the resulting legislation, the emission reduction target obligations among economic sectors, and other administrative details. The Climate Change Working Group of the Canadian Association of Petroleum Producers will continue to work with the Federal and Alberta Governments to develop an approach for implementing targets and enabling greenhouse gas control legislation which protects the industry’s competitiveness, limits the cost and administrative burden of compliance and supports continued investment in the sector.

 

EnCana is committed to transparency with its stakeholders and will keep them apprised of how these issues affect operations. Additional detail on EnCana’s greenhouse gas emissions will be available in the Corporate Responsibility Report that will be published in the second quarter of 2006. The Report will be available on www.encana.com.

 

Reputational Risks

 

EnCana takes a pro-active approach to the identification and management of issues that affect the Company’s reputation and has established consistent and clear procedures, guidelines and responsibility for identifying and managing these issues. Issues affecting or with the potential to affect EnCana’s reputation are generally either emerging issues that can be identified early and then managed or unforeseen issues that arise unexpectedly and must be managed on an urgent basis.

 

Quarterly Results

 

Quarterly Summary

 

 

 

2005

 

2004

 

($ millions, except per share(1) amounts)

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Total Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow(2)

 

$

2,510

 

$

1,931

 

$

1,572

 

$

1,413

 

$

1,491

 

$

1,363

 

$

1,131

 

$

995

 

- per share - diluted

 

2.88

 

2.20

 

1.76

 

1.55

 

1.60

 

1.46

 

1.21

 

1.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss)

 

2,366

 

266

 

839

 

(45

)

2,580

 

393

 

250

 

290

 

- per share - basic

 

2.77

 

0.31

 

0.96

 

(0.05

)

2.81

 

0.43

 

0.27

 

0.31

 

- per share - diluted

 

2.71

 

0.30

 

0.94

 

(0.05

)

2.77

 

0.42

 

0.27

 

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings(3)

 

1,271

 

704

 

655

 

611

 

573

 

559

 

379

 

465

 

- per share - diluted

 

1.46

 

0.80

 

0.73

 

0.67

 

0.62

 

0.60

 

0.41

 

0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow from Continuing
Operations
(2)

 

2,390

 

1,823

 

1,502

 

1,247

 

1,358

 

1,256

 

1,029

 

859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) from Continuing Operations

 

1,869

 

348

 

774

 

(162

)

1,055

 

463

 

270

 

305

 

- per share - basic

 

2.19

 

0.41

 

0.89

 

(0.18

)

1.15

 

0.50

 

0.29

 

0.33

 

- per share - diluted

 

2.14

 

0.40

 

0.87

 

(0.18

)

1.13

 

0.50

 

0.29

 

0.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Earnings from Continuing Operations(3)

 

1,229

 

733

 

611

 

475

 

513

 

555

 

368

 

436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

5,860

 

2,982

 

3,386

 

2,038

 

3,542

 

2,195

 

2,374

 

2,148

 

 


(1)         Per share amounts have been restated for the effect of the common share split in 2005.

(2)         Cash Flow and Cash Flow from Continuing Operations are non-GAAP measures and are described and discussed under “Cash Flow”.

(3)         Operating Earnings and Operating Earnings from Continuing Operations are non-GAAP measures and are described and discussed under “Operating Earnings”.

 

Natural gas prices in the fourth quarter of 2005 were higher than the same period in 2004. A cold December in the U.S. Northeast combined with continued supply losses from hurricane damage and high crude oil prices caused NYMEX gas prices to remain high through the fourth quarter.

 

The WTI crude oil price was 24 percent higher in the fourth quarter of 2005 than the same period in 2004. An active hurricane season resulted in substantial interruptions to the U.S. Gulf Coast production and refineries. The hurricane damage prompted the United States and Europe to release emergency supplies into the market, which prevented prices from increasing to even higher levels. Fourth quarter Canadian heavy oil differentials were wider in dollar terms relative to the fourth quarter of 2004, primarily due to the higher price for WTI.

 

33



 

EnCana’s net earnings for the fourth quarter of 2005 were $2,366 million, down $214 million from 2004. Net earnings from discontinued operations decreased $1,028 million to $497 million; most of this decrease results from the 2005 after-tax gain on the sale of substantially all of EnCana’s natural gas processing business being less than the 2004 after-tax gain on the sale of EnCana’s U.K. operations.

 

EnCana’s net earnings from continuing operations in the fourth quarter of 2005 increased $814 million or 77 percent to $1,869 million compared with the same period in 2004. The increase resulted from:

 

                  Average North American natural gas prices, excluding financial hedges, increased 69 percent to $10.29 per Mcf, compared to $6.08 per Mcf in 2004;

 

                  Average North American liquids prices, excluding financial hedges, increased 23 percent to $37.16 per bbl in 2005 compared to $30.20 in 2004;

 

                  Natural gas sales volumes increased 8 percent from the comparable period in 2004 to 3,326 MMcf/d; and

 

                  Unrealized financial commodity hedging gains of $661 million after-tax in 2005 compared with $411 million after-tax in 2004.

 

The increase in net earnings from continuing operations was reduced by:

 

                  Realized financial commodity hedging losses of $229 million after-tax compared with $145 million after-tax in 2004;

 

                  Operating expenses increased 46 percent to $452 million in 2005 compared with $309 million in 2004. The increase in the average U.S./Canadian dollar exchange rate in 2005, increased workovers, repairs and maintenance, higher electrical costs and rising costs as a result of increased industry activity were significant reasons for this increase; and

 

                  A $21 million after-tax foreign exchange loss on Canadian issued U.S. dollar debt in 2005 compared to a $131 million after-tax unrealized foreign exchange gain in 2004; this reflects the quarter-end decrease in the value of the Canadian dollar in 2005 compared to a quarter-end increase in the same period in 2004.

 

During the fourth quarter of 2005, EnCana:

 

                  Sold substantially all of the natural gas liquids processing business on December 13, 2005 for proceeds of approximately $625 million subject to post-closing adjustments;

 

                  Announced an agreement on November 21, 2005 to sell the 50 percent interest in the Chinook heavy oil discovery offshore Brazil for approximately $350 million;

 

                  Repaid long-term debt of $145 million; and

 

                  Received regulatory approval to renew its Normal Course Issuer Bid. EnCana did not purchase any shares to December 31, 2005 under this renewed Bid.

 

Quarterly Sales Volumes

 

 

 

2005

 

2004

 

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Produced Gas (MMcf/d)

 

3,326

 

3,222

 

3,212

 

3,146

 

3,087

 

3,096

 

3,001

 

2,684

 

Crude Oil (bbls/d)

 

134,178

 

124,402

 

132,294

 

130,826

 

132,061

 

142,506

 

144,347

 

142,669

 

NGLs (bbls/d)

 

25,111

 

26,055

 

24,814

 

26,358

 

27,409

 

27,167

 

26,340

 

23,208

 

Continuing Operations (MMcfe/d)(1)

 

4,282

 

4,125

 

4,155

 

4,089

 

4,044

 

4,114

 

4,025

 

3,679

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ecuador (bbls/d)

 

69,943

 

68,710

 

73,176

 

72,487

 

77,876

 

74,846

 

78,303

 

80,982

 

United Kingdom (BOE/d)(2)

 

 

 

 

 

13,927

 

20,222

 

26,728

 

22,755

 

Discontinued Operations (MMcfe/d)(1)

 

419

 

412

 

439

 

435

 

551

 

570

 

630

 

623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (MMcfe/d)(1)

 

4,701

 

4,537

 

4,594

 

4,524

 

4,595

 

4,684

 

4,655

 

4,302

 

 


(1)         Liquids converted to thousand cubic feet equivalent at 1 barrel = 6 thousand cubic feet.

(2)         Includes natural gas and liquids (converted to BOE).

 

34



 

Outlook

 

EnCana plans to continue to focus principally on growing natural gas production from unconventional resource plays in North America.

 

EnCana will also continue to develop its high quality in-situ oilsands resources and will continue to evaluate marketing options that will help expand their development.

 

Volatility in crude oil prices is expected to continue throughout 2006 as a result of market uncertainties over supply and refining disruptions on the U.S. Gulf Coast, continued demand growth in China, OPEC actions, demand destruction from high energy prices and the overall state of the world economies.

 

Natural gas prices are primarily driven by North American supply and demand, with weather being the key factor in the short term. North American conventional gas supply has peaked in the past two years and EnCana believes that unconventional resource plays can offset conventional gas production declines. The industry’s ability to respond to the gas supply constrained situation in North America remains challenged by land access and regulatory issues.

 

The Company expects its 2006 core capital investment program to be funded from cash flow.

 

Proceeds from the sales of non-core properties are expected to be used to reduce debt and for purchases under the Company’s NCIB program.

 

EnCana’s results are affected by external market factors, such as fluctuations in the prices of crude oil and natural gas, as well as movements in foreign currency exchange rates.

 

Advisories

 

Forward-Looking Statements

 

In the interest of providing EnCana shareholders and potential investors with information regarding the Company and its subsidiaries, including management’s assessment of EnCana’s and its subsidiaries’ future plans and operations, certain statements contained in this MD&A constitute forward-looking statements or information (collectively referred to herein as “forward-looking statements”) within the meaning of the “safe harbour” provisions of applicable securities legislation. Forward-looking statements are typically identified by words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”, “target”, “project” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: projections with respect to growth of natural gas production from unconventional resource plays and in-situ oilsands development; projected production volumes in 2006 for natural gas, crude oil and NGLs in Canada and the United States; projections relating to the volatility of crude oil prices in 2006 and beyond and the reasons therefor; the Company’s projected capital investment levels for 2006 and the source of funding therefor; the effect of the Company’s risk management program, including the impact of derivative financial instruments; the Company’s execution of share purchases under its Normal Course Issuer Bid; the Company’s defence of lawsuits; the impact of the Kyoto Accord on operating costs; the adequacy of the Company’s provision for taxes; the impact of changes in accounting principles on future consolidated financial statements; the Company’s plans to divest of its natural gas storage business and Ecuador operations, and projections relating to the use of proceeds therefrom, including debt repayment and purchases under its Normal Course Issuer Bid. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause the Company’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: volatility of and assumptions regarding oil and gas prices; assumptions based upon EnCana’s current guidance; fluctuations in currency and interest rates; product supply and demand; market competition; risks inherent in the Company’s and its subsidiaries’ marketing operations, including credit risks; imprecision of reserve estimates and estimates of recoverable quantities of oil, natural gas and liquids from resource plays and other sources not currently classified as proved; the Company’s and its subsidiaries’ ability to replace and expand oil and gas reserves; risks associated with technology; its ability to generate sufficient cash flow from operations to meet its current and future obligations; the Company’s ability to access external sources of debt and equity capital; the timing and the costs of well and pipeline construction; the Company’s and its subsidiaries’ ability to secure adequate product transportation; changes in environmental and other regulations or the interpretations of such regulations;

 

35



 

political and economic conditions in the countries in which the Company and its subsidiaries operate, including Ecuador; the risk of international war, hostilities, civil insurrection and instability affecting countries in which the Company and its subsidiaries operate and terrorist threats; risks associated with existing and potential future lawsuits and regulatory actions made against the Company and its subsidiaries; and other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by EnCana. Statements relating to “reserves” or “resources” or “resource potential” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the resources and reserves described exist in the quantities predicted or estimated, and can be profitably produced in the future. 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 foregoing list of important factors is not exhaustive. Furthermore, the forward-looking statements contained in this MD&A are made as of the date of this MD&A, and EnCana does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement.

 

Oil and Gas Information

 

EnCana’s disclosure of reserves data and other oil and gas information is made in reliance on an exemption granted to EnCana by Canadian securities regulatory authorities which permits it to provide such disclosure in accordance with U.S. disclosure requirements. The information provided by EnCana may differ from the corresponding information prepared in accordance with Canadian disclosure standards under National Instrument 51-101 (“NI 51-101”). The reserves quantities disclosed by EnCana represent net proved reserves calculated using the standards contained in Regulation S-X of the U.S. Securities and Exchange Commission. Further information about the differences between the U.S. requirements and the NI 51-101 requirements is set forth under the heading “Note Regarding Reserves Data and Other Oil and Gas Information” in EnCana’s Annual Information Form.

 

Crude Oil, Natural Gas Liquids and Natural Gas Conversions

 

In this MD&A, certain crude oil and natural gas liquids (“NGLs”) volumes have been converted to millions of cubic feet equivalent (“MMcfe”) or thousands of cubic feet equivalent (“Mcfe”) on the basis of one barrel (“bbl”) to six thousand cubic feet (“Mcf”). Also, certain natural gas volumes have been converted to barrels of oil equivalent (“BOE”), thousands of BOE (“MBOE”) or millions of BOE (“MMBOE”) on the same basis. MMcfe, Mcfe, BOE, MBOE and MMBOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not necessarily represent value equivalency at the well head.

 

Resource Play, Estimated Ultimate Recovery, Unbooked Resource Potential, Total Resource Portfolio and Total Resource Life

 

EnCana uses the terms resource play, estimated ultimate recovery, unbooked resource potential, total resource portfolio and total resource life. 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. As used by EnCana, estimated ultimate recovery (“EUR”) has the meaning set out jointly by the Society of Petroleum Engineers and World Petroleum Congress in the year 2000, being those quantities of petroleum which are estimated, on a given date, to be potentially recoverable from an accumulation, plus those quantities already produced therefrom. EnCana defines Unbooked Resource Potential as quantities of oil and gas on existing landholdings that are not yet classified as proved reserves, but which EnCana believes may be moved into the proved reserves category and produced in the future. EnCana employs a probability-weighted approach in the calculation of these quantities, including statistical distributions of resource play potential and areal extent. Consequently, EnCana’s unbooked resource potential necessarily includes quantities of probable and possible reserves and contingent resources, as these terms are defined in the Canadian Oil and Gas Evaluation Handbook.

 

Currency, Non-GAAP Measures and References to EnCana

 

All information included in this MD&A and the Consolidated Financial Statements and comparative information is shown on a U.S. dollar, after-royalties basis unless otherwise noted. Sales forecasts reflect the mid-point of current public guidance on an after royalties basis. Current Corporate Guidance assumes a U.S. dollar exchange rate of $0.85 for every Canadian dollar.

 

Non-GAAP Measures

 

Certain measures in this MD&A do not have any standardized meaning as prescribed by Canadian generally accepted accounting principles (“Canadian GAAP”) such as Cash Flow from Continuing Operations, Cash Flow, Cash Flow per share-diluted, Operating Earnings and Operating Earnings per share-diluted, Operating Earnings from Continuing Operations and EBITDA and therefore are considered non-GAAP measures. Therefore, these measures may not be comparable to similar measures presented by other issuers. These measures have been described and presented in this MD&A in order to provide shareholders and potential investors with additional information regarding the Company’s liquidity and its ability to generate funds to finance its operations. Management’s use of these measures has been disclosed

 

36



 

further in this MD&A as these measures are discussed and presented.

 

References to EnCana

 

For convenience, references in this MD&A to “EnCana”, the “Company”, “we”, “us” and “our” 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.

 

Additional Information

 

Further information regarding EnCana Corporation can be accessed under the Company’s public filings found at www.sedar.com and on the Company’s website at www.encana.com.

 

37


 

EnCana Corporation

 

 

CONSOLIDATED FINANCIAL

STATEMENTS
 

Prepared in US$

 

For the Year Ended December 31, 2005

 



 

MANAGEMENT REPORT

 

The accompanying Consolidated Financial Statements of EnCana Corporation are the responsibility of Management. The financial statements have been prepared by Management in United States dollars in accordance with Canadian Generally Accepted Accounting Principles and include certain estimates that reflect Management’s best judgments. Financial information contained throughout the annual report is consistent with these financial statements.

 

Management has overall responsibility for internal controls and has developed and maintains an extensive system of internal controls that provides reasonable assurance that all transactions are accurately recorded, that the financial statements realistically report the Company’s operating and financial results and that the Company’s assets are safeguarded. The Company’s Internal Audit department reviews and evaluates the adequacy of and compliance with the Company’s internal controls. The policy of the Company is to maintain the highest standard of ethics in all its activities and it has a written business conduct and ethics practice.

 

The Company’s Board of Directors has approved the information contained in the 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.

 

PricewaterhouseCoopers LLP, an independent firm of chartered accountants, was appointed by a vote of shareholders at the Company’s last annual meeting to audit the Consolidated Financial Statements and provide an independent opinion.

 

 

(signed)

(signed)

Randall K. Eresman

John D. Watson

President &

Executive Vice-President &

Chief Executive Officer

Chief Financial Officer

 

 

February 6, 2006

 

 

1



 

AUDITORS’ REPORT

 

To the Shareholders of EnCana Corporation

 

We have audited the Consolidated Balance Sheets of EnCana Corporation as at December 31, 2005 and December 31, 2004 and the Consolidated Statements of Earnings, Retained Earnings and Cash Flows for each of the years in the three-year period ended December 31, 2005. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation.

 

In our opinion, these Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and December 31, 2004 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2005 in accordance with Canadian generally accepted accounting principles.

 

 

(signed)

PricewaterhouseCoopers LLP

Chartered Accountants

Calgary, Alberta

Canada

February 6, 2006

 

2



 

U.S. Dollars

 

EnCana Corporation

 

Consolidated Statement of Earnings

 

 

 

 

 

For the years ended December 31,

 

($ millions, except per share amounts)

 

 

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

(Note 3)

 

 

 

 

 

 

 

Upstream

 

 

 

$

10,465

 

$

7,256

 

$

5,797

 

Market Optimization

 

 

 

4,267

 

3,200

 

2,722

 

Corporate - Unrealized (loss) gain on risk management

 

 

 

(466

)

(198

)

 

 - Other

 

 

 

 

1

 

2

 

 

 

 

 

14,266

 

10,259

 

8,521

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

(Note 3)

 

 

 

 

 

 

 

Production and mineral taxes

 

 

 

453

 

311

 

164

 

Transportation and selling

 

 

 

538

 

490

 

476

 

Operating

 

 

 

1,438

 

1,099

 

965

 

Purchased product

 

 

 

4,159

 

3,092

 

2,572

 

Depreciation, depletion and amortization

 

 

 

2,769

 

2,379

 

1,967

 

Administrative

 

 

 

268

 

197

 

173

 

Interest, net

 

(Note 6)

 

524

 

398

 

284

 

Accretion of asset retirement obligation

 

(Note 13)

 

37

 

22

 

17

 

Foreign exchange (gain) loss, net

 

(Note 7)

 

(24

)

(412

)

(603

)

Stock-based compensation - options

 

(Note 14)

 

15

 

17

 

18

 

(Gain) on divestitures

 

(Note 5)

 

 

(59

)

(1

)

 

 

 

 

10,177

 

7,534

 

6,032

 

Net Earnings Before Income Tax

 

 

 

4,089

 

2,725

 

2,489

 

Income tax expense

 

(Note 8)

 

1,260

 

632

 

351

 

Net Earnings From Continuing Operations

 

 

 

2,829

 

2,093

 

2,138

 

Net Earnings From Discontinued Operations

 

(Note 4)

 

597

 

1,420

 

222

 

Net Earnings

 

 

 

$

3,426

 

$

3,513

 

$

2,360

 

 

 

 

 

 

 

 

 

 

 

Net Earnings From Continuing Operations per Common Share

 

(Note 17)

 

 

 

 

 

 

 

Basic

 

 

 

$

3.26

 

$

2.27

 

$

2.25

 

Diluted

 

 

 

$

3.18

 

$

2.24

 

$

2.23

 

 

 

 

 

 

 

 

 

 

 

Net Earnings per Common Share

 

(Note 17)

 

 

 

 

 

 

 

Basic

 

 

 

$

3.95

 

$

3.82

 

$

2.49

 

Diluted

 

 

 

$

3.85

 

$

3.75

 

$

2.46

 

 

Consolidated Statement of Retained Earnings

 

 

 

 

 

For the years ended December 31,

 

($ millions)

 

 

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Retained Earnings, Beginning of Year

 

 

 

$

7,935

 

$

5,276

 

$

3,523

 

Net Earnings

 

 

 

3,426

 

3,513

 

2,360

 

Dividends on Common Shares

 

 

 

(238

)

(183

)

(139

)

Charges for Normal Course Issuer Bid

 

(Note 14)

 

(1,642

)

(671

)

(468

)

Retained Earnings, End of Year

 

 

 

$

9,481

 

$

7,935

 

$

5,276

 

 

See accompanying notes to Consolidated Financial Statements.

 

3



 

U.S. Dollars

 

EnCana Corporation

 

Consolidated Balance Sheet

 

 

 

 

 

As at December 31,

 

($ millions)

 

 

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

105

 

$

593

 

Accounts receivable and accrued revenues

 

 

 

1,851

 

1,566

 

Risk management

 

(Note 16)

 

495

 

317

 

Inventories

 

(Note 9)

 

103

 

58

 

Assets of discontinued operations

 

(Note 4)

 

1,050

 

971

 

 

 

 

 

3,604

 

3,505

 

Property, Plant and Equipment, net

 

(Notes 3, 10)

 

24,881

 

22,503

 

Investments and Other Assets

 

(Note 11)

 

496

 

334

 

Risk Management

 

(Note 16)

 

530

 

87

 

Assets of Discontinued Operations

 

(Note 4)

 

2,113

 

2,325

 

Goodwill

 

 

 

2,524

 

2,459

 

 

 

(Note 3)

 

$

34,148

 

$

31,213

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

$

2,741

 

$

1,742

 

Income tax payable

 

 

 

392

 

357

 

Risk management

 

(Note 16)

 

1,227

 

224

 

Liabilities of discontinued operations

 

(Note 4)

 

438

 

436

 

Current portion of long-term debt

 

(Note 12)

 

73

 

188

 

 

 

 

 

4,871

 

2,947

 

Long-Term Debt

 

(Note 12)

 

6,703

 

7,742

 

Other Liabilities

 

 

 

93

 

118

 

Risk Management

 

(Note 16)

 

102

 

192

 

Asset Retirement Obligation

 

(Note 13)

 

816

 

611

 

Liabilities of Discontinued Operations

 

(Note 4)

 

267

 

213

 

Future Income Taxes

 

(Note 8)

 

5,289

 

5,082

 

 

 

 

 

18,141

 

16,905

 

Commitments and Contingencies

 

(Note 18)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

Share capital

 

(Note 14)

 

5,131

 

5,299

 

Share options, net

 

 

 

 

10

 

Paid in surplus

 

 

 

133

 

28

 

Retained earnings

 

 

 

9,481

 

7,935

 

Foreign currency translation adjustment

 

 

 

1,262

 

1,036

 

 

 

 

 

16,007

 

14,308

 

 

 

 

 

$

34,148

 

$

31,213

 

 

See accompanying notes to Consolidated Financial Statements.

 

 

Approved by the Board

 

 

 

 

 

(signed)

(signed)

 

David P. O'Brien

Barry W. Harrison

 

Director

Director

 

4



 

U.S. Dollars

 

EnCana Corporation

 

Consolidated Statement of Cash Flows

 

 

 

 

 

For the years ended December 31,

 

($ millions)

 

 

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

Net earnings from continuing operations

 

 

 

$

2,829

 

$

2,093

 

$

2,138

 

Depreciation, depletion and amortization

 

 

 

2,769

 

2,379

 

1,967

 

Future income taxes

 

(Note 8)

 

56

 

73

 

470

 

Cash tax on sale of assets

 

(Note 8)

 

578

 

 

 

Unrealized loss on risk management

 

(Note 16)

 

469

 

191

 

 

Unrealized foreign exchange (gain)

 

 

 

(50

)

(285

)

(545

)

Accretion of asset retirement obligation

 

(Note 13)

 

37

 

22

 

17

 

(Gain) on divestitures

 

(Note 5)

 

 

(59

)

(1

)

Other

 

 

 

274

 

88

 

56

 

Cash flow from continuing operations

 

 

 

6,962

 

4,502

 

4,102

 

Cash flow from discontinued operations

 

 

 

464

 

478

 

357

 

Cash flow

 

 

 

7,426

 

4,980

 

4,459

 

Net change in other assets and liabilities

 

 

 

(281

)

(176

)

(84

)

Net change in non-cash working capital from continuing operations

 

(Note 17)

 

497

 

1,565

 

(744

)

Net change in non-cash working capital from discontinued operations

 

 

 

(212

)

(1,778

)

673

 

 

 

 

 

7,430

 

4,591

 

4,304

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

Business combinations

 

(Note 2)

 

 

(2,335

)

 

Capital expenditures

 

(Note 3)

 

(6,925

)

(4,763

)

(4,356

)

Proceeds on disposal of assets

 

(Note 5)

 

2,523

 

1,456

 

301

 

Cash tax on sale of assets

 

 

 

(578

)

 

 

Corporate (acquisitions)

 

(Note 5)

 

 

 

(91

)

Equity investments

 

 

 

 

47

 

(6

)

Net change in investments and other

 

 

 

(109

)

44

 

(16

)

Net change in non-cash working capital from continuing operations

 

(Note 17)

 

330

 

(29

)

(112

)

Discontinued operations

 

 

 

239

 

1,321

 

551

 

 

 

 

 

(4,520

)

(4,259

)

(3,729

)

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

Net (repayment) issuance of revolving long-term debt

 

 

 

(538

)

72

 

288

 

Repayment of long-term debt

 

 

 

(1,104

)

(2,759

)

(142

)

Issuance of long-term debt

 

 

 

429

 

3,761

 

500

 

Issuance of common shares

 

(Note 14)

 

294

 

281

 

114

 

Purchase of common shares

 

(Note 14)

 

(2,114

)

(1,004

)

(868

)

Dividends on common shares

 

 

 

(238

)

(183

)

(139

)

Other

 

 

 

(125

)

(5

)

(13

)

Discontinued operations

 

 

 

 

 

(282

)

 

 

 

 

(3,396

)

163

 

(542

)

 

 

 

 

 

 

 

 

 

 

Deduct: Foreign Exchange Loss on Cash and  Cash Equivalents Held in Foreign Currency

 

 

 

2

 

6

 

10

 

 

 

 

 

 

 

 

 

 

 

(Decrease) Increase in Cash and Cash Equivalents

 

 

 

(488

)

489

 

23

 

Cash and Cash Equivalents, Beginning of Year

 

 

 

593

 

104

 

81

 

Cash and Cash Equivalents, End of Year

 

 

 

$

105

 

$

593

 

$

104

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

(Note 17)

 

 

 

 

 

 

 

 

See accompanying notes to Consolidated Financial Statements.

 

5



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

NOTE 1.                       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

In these Consolidated Financial Statements, unless otherwise indicated, all dollar amounts are expressed in United States (U.S.) dollars. EnCana has adopted the U.S. dollar as its reporting currency since most of its revenue is closely tied to the U.S. dollar and to facilitate a more direct comparison to other North American upstream exploration and development companies. All references to US$ or to $ are to United States dollars and references to C$ are to Canadian dollars.

 

EnCana is in the business of exploration for, production and marketing of natural gas, crude oil and natural gas liquids, as well as natural gas storage, natural gas liquids processing and power generation operations.

 

A)           Principles of Consolidation

 

The Consolidated Financial Statements include the accounts of EnCana Corporation and its subsidiaries (“EnCana” or the “Company”), and are presented in accordance with Canadian generally accepted accounting principles. Information prepared in accordance with generally accepted accounting principles in the United States is included in Note 19.

 

Investments in jointly controlled partnerships and unincorporated joint ventures carry on EnCana’s exploration and production business and are accounted for using the proportionate consolidation method, whereby EnCana’s proportionate share of revenues, expenses, assets and liabilities are included in the accounts.

 

Investments in companies and partnerships in which EnCana does not have direct or joint control over the strategic operating, investing and financing decisions, but does have significant influence on them, are accounted for using the equity method.

 

B)           Foreign Currency Translation

 

The accounts of self-sustaining operations are translated using the current rate method, whereby assets and liabilities are translated at period-end exchange rates, while revenues and expenses are translated using average rates over the period. Translation gains and losses relating to the self-sustaining operations are included as a separate component of shareholders’ equity.

 

Monetary assets and liabilities of the Company that are denominated in foreign currencies are translated into its functional currency at the rates of exchange in effect at the period end date. Any gains or losses are recorded in the Consolidated Statement of Earnings.

 

C)           Measurement Uncertainty

 

The timely preparation of the Consolidated Financial Statements in conformity with Canadian generally accepted accounting principles requires that Management make estimates and assumptions and use judgment regarding the 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 confirming events occur.

 

Amounts recorded for depreciation, depletion and amortization, asset retirement costs and obligations and amounts used for ceiling test and impairment calculations are based on estimates of natural gas and crude oil reserves and future costs required to develop those reserves. By their nature, these estimates of reserves, including the estimates of future prices and costs, and the related future cash flows are subject to measurement uncertainty, and the impact in the consolidated financial statements of future periods could be material.

 

6



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The values of pension assets and obligations and the amount of pension costs charged to net earnings depend on certain actuarial and economic assumptions which by their nature are subject to measurement uncertainty.

 

The amount of compensation expense accrued for long-term performance based compensation arrangements are subject to Management’s best estimate of whether or not the performance criteria will be met and what the ultimate payout will be.

 

D)           Revenue Recognition

 

Revenues associated with the sales of EnCana’s natural gas, crude oil and natural gas liquids (“NGLs”) are recognized when title passes from the Company to its customer. Natural gas and crude oil produced and sold by EnCana below or above its working interest share in the related resource properties results in production underliftings or overliftings. Underliftings are recorded as inventory and overliftings are recorded as deferred revenue. Realized gains and losses from the Company’s commodity price risk management activities are recorded in revenue when the product is sold.

 

Market optimization revenues and purchased product are recorded on a gross basis when EnCana takes title to product and has risks and rewards of ownership. Revenues associated with the services provided where EnCana acts as agent are recorded as the services are provided. Revenues associated with the sale of natural gas storage services are recognized when the services are provided. Sales of electric power are recognized when power is provided to the customer.

 

Unrealized gains and losses from the Company’s commodity price risk management activities are recorded as revenue based on the related mark-to-market calculations at the end of the respective period.

 

E)           Production and Mineral Taxes

 

Costs paid by EnCana to non-mineral interest owners based on production of natural gas, crude oil and NGLs are recognized when the product is produced.

 

F)           Transportation and Selling Costs

 

Costs paid by EnCana for the transportation and selling of natural gas, crude oil and NGLs are recognized when the product is delivered and the services provided.

 

G)           Employee Benefit Plans

 

EnCana accrues for its obligations under its employee benefit plans and the related costs, net of plan assets.

 

The cost of pensions and other retirement and post-employment benefits is actuarially determined using the projected benefit method based on length of service, and reflects Management’s best estimate of expected plan investment performance, salary escalation, retirement ages of employees and expected future health care costs. The expected return on plan assets is based on the fair value of those assets. The obligation is discounted using a market interest rate at the beginning of the year on high quality corporate debt instruments.

 

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 the net transitional obligation, the amortization of adjustments arising from pension plan amendments 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. The amortization

 

7



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

period covers the expected average remaining service lives of employees covered by the plans.

 

Pension expense for the defined contribution pension plans is recorded as the benefits are earned by the employees covered by the plans.

 

H)          Income Taxes

 

EnCana follows the liability method of accounting for income taxes. Under this method, future income taxes are recorded for the effect of any difference between the accounting and income tax basis of an asset or liability, using the substantively enacted income tax rates. Accumulated future income tax balances are adjusted to reflect changes in income tax rates that are substantively enacted with the adjustment being recognized in earnings in the period that the change occurs. Investment tax credits are recorded as an offset to the related expenditures.

 

I)               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 share amounts are calculated giving effect to the potential dilution that would occur if stock options without tandem share appreciation rights attached were exercised or other contracts to issue common shares were exercised or converted to common shares. The treasury stock method is used to determine the dilutive effect of stock options without tandem share appreciation rights attached and other dilutive instruments. The treasury stock method assumes that proceeds received from the exercise of in-the-money stock options without tandem share appreciation rights attached are used to repurchase common shares at the average market price.

 

J)              Cash and Cash Equivalents

 

Cash and cash equivalents include short-term investments, such as money market deposits or similar type instruments, with a maturity of three months or less when purchased.

 

K)           Inventories

 

Product inventories are valued at the lower of average cost and net realizable value on a first-in, first-out basis. Materials and supplies are valued at cost.

 

L)            Property, Plant and Equipment

 

Upstream

 

EnCana accounts for natural gas and crude oil properties in accordance with the Canadian Institute of Chartered Accountants’ guideline on full cost accounting in the oil and gas industry. Under this method, all costs, including internal costs and asset retirement costs, directly associated with the acquisition of, exploration for and the development of, natural gas and crude oil reserves, are capitalized on a country-by-country cost centre basis.

 

Costs accumulated within each cost centre are depreciated, depleted and amortized using the unit-of-production method based on estimated proved reserves determined using estimated future prices and costs. For purposes of this calculation, oil is converted to gas on an energy equivalent basis. Capitalized costs subject to depletion include estimated future costs to be incurred in developing proved reserves. Proceeds from the disposal of properties are normally deducted from the full cost pool without recognition of gain or loss unless that deduction would result in a change to the rate of depreciation, depletion and amortization of 20 percent or greater in which case a gain or loss is recorded. Costs of major development projects and costs of acquiring and evaluating significant unproved properties are excluded, on a cost centre basis, from costs subject to depletion until it is

 

8



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

determined whether or not proved reserves are attributable to the properties, or impairment has occurred. Costs that have been impaired are included in the costs subject to depreciation, depletion and amortization.

 

An impairment loss is recognized in net earnings when the carrying amount of a cost centre is not recoverable and the carrying amount of the cost centre exceeds its fair value. The carrying amount of the cost centre is not recoverable if the carrying amount exceeds the sum of the undiscounted cash flows from proved reserves. If the sum of the cash flows is less than the carrying amount, the impairment loss is limited to the amount by which the carrying amount exceeds the sum of:

 

i.                  the fair value of proved and probable reserves; and

 

ii.               the costs of unproved properties that have been subject to a separate impairment test.

 

Midstream and Market Optimization

 

Midstream facilities, including natural gas storage facilities, natural gas liquids extraction plant facilities and power generation facilities, are carried at cost and depreciated on a straight-line basis over the estimated service lives of the assets, which range from 20 to 25 years. Capital assets related to pipelines are carried at cost and depreciated or amortized using the straight-line method over their economic lives, which range from 20 to 35 years.

 

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 3 to 25 years. Land is carried at cost.

 

M)        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 large capital projects.

 

N)           Amortization of Other Assets

 

Amortization of deferred items included in Investments and Other Assets is provided for, where applicable, on a straight-line basis over the estimated useful lives of the assets.

 

O)           Goodwill

 

Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is assessed for impairment at least annually. Goodwill and all other assets and liabilities have been allocated to business levels, within the Company’s segments, referred to as reporting units. To assess impairment, the fair value of each reporting unit is determined and compared to the book value of the reporting unit. If the fair value of the reporting unit is less than the book value, then a second test is performed to determine the amount of the impairment. The amount of the impairment is determined by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of the reporting unit to determine the implied fair value of goodwill and comparing that amount to the book value of the reporting unit’s goodwill. Any excess of the book value of goodwill over the implied fair value of goodwill is the impairment amount.

 

P)            Asset Retirement Obligation

 

The fair value of estimated asset retirement obligations is recognized in the Consolidated Balance

 

9



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Sheet when identified and a reasonable estimate of fair value can be made. Asset retirement obligations include 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. These obligations also include items for which the Company has made promissory estoppel. 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 undiscounted cash flows are recognized as a change in the asset retirement obligation and the related asset retirement cost.

 

Asset retirement costs for natural gas and crude oil assets are amortized using the unit-of-production method. Amortization of asset retirement costs are included in depreciation, depletion and amortization in the Consolidated Statement of Earnings. Increases in the asset retirement obligation 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 obligation.

 

Q)           Stock-based Compensation

 

EnCana records compensation expense in the Consolidated Financial Statements for stock options that do not have tandem share appreciation rights attached to them granted to employees and directors using the fair value method. Fair values are determined using the Black-Scholes-Merton option-pricing model. Compensation costs are recognized over the vesting period.

 

Obligations for payments, cash or common shares, under the Company’s share appreciation rights, options with tandem share appreciation rights, deferred share units and performance share units plans are accrued as compensation expense over the vesting period. Fluctuations in the price of EnCana’s common shares change the accrued compensation expense and are recognized when they occur.

 

R)           Derivative Financial Instruments

 

Derivative instruments that do not qualify as hedges, or are not designated as hedges, are recorded using the mark-to-market method of accounting whereby instruments are recorded in the Consolidated Balance Sheet as either an asset or liability with changes in fair value recognized in net earnings. Realized gains or losses from financial derivatives related to commodity prices are recognized in natural gas and crude oil revenues as the related sales occur. Unrealized gains and losses are recognized in revenues at the end of each respective reporting period. The estimated fair value of all derivative instruments is based on quoted market prices or, in their absence, third party market indications and forecasts.

 

Derivative financial instruments are used by EnCana to manage economic 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.

 

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, in the case of commodities, to the mitigation of market price risk associated with cash flows expected to be generated from budgeted capital programs, and in other cases to the mitigation of market price risks for specific assets and obligations. When applicable, the Company identifies relationships between financial instruments and anticipated transactions, as well as its risk management objective and the strategy for undertaking the economic hedge transaction. Where specific financial instruments are executed, the Company assesses, both at the time of purchase and on an ongoing basis, whether the financial instrument used in the particular transaction is effective in offsetting changes in fair values or cash flows of the transaction.

 

10



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

S)             Recent Accounting Pronouncements

 

The Company has assessed new and revised accounting pronouncements that have been issued that are not yet effective and determined that the following may have a significant impact on the Company:

 

                  Beginning with the year ending December 31, 2007 the Company will be required to adopt the Canadian Institute of Chartered Accountants (“CICA”) Section 1530 “Comprehensive Income”, Section 3251 “Equity”, Section 3855 “Financial Instruments – Recognition and Measurement”, and Section 3865 “Hedges”, which were issued in January 2005. Under the new standards a new financial statement, Consolidated Statement of Other Comprehensive Income, has been introduced that will provide for certain gains and losses, including foreign currency translation adjustment and other amounts arising from changes in fair value to be temporarily recorded outside the income statement. In addition, all financial instruments, including derivatives are to be included in the Company’s Consolidated Balance Sheet and measured, in most cases, at fair values, and requirements for hedge accounting have been further clarified. Although EnCana is in the process of evaluating the impact of these standards, the Company does not expect the Financial Instruments and Hedges standards to have a material impact on its Consolidated Financial Statements as EnCana currently uses mark-to-market accounting for derivative instruments that do not qualify or are not designated as hedges.

 

                  Beginning with the first quarter of 2006, the Company will adopt CICA Section 3831 “Non-Monetary Transactions”. Under the new standard, a commercial substance test replaces the culmination of earnings test as the criteria for fair value measurement. In addition, fair value measurement is clarified. EnCana does not expect application of this new standard to have a material impact on its Consolidated Financial Statements.

 

                  For the next five years CICA will adopt its new strategic plan for the direction of accounting standards in Canada, which was ratified in January 2006. As part of that plan, accounting standards in Canada for public companies will converge with International Financial Report Standards (“IFRS”) over the next five years. The Company continues to monitor and assess the impact of convergence of Canadian GAAP with IFRS.

 

T)            Reclassification

 

Certain information provided for prior years has been reclassified to conform to the presentation adopted in 2005.

 

NOTE 2.                       BUSINESS COMBINATION

 

TOM BROWN, INC. (“TBI”)

On May 19, 2004, EnCana, through a wholly owned subsidiary, completed the tender offer for the shares of Tom Brown, Inc. (“TBI”), a Denver based independent energy company, for total cash consideration of $2.3 billion plus the assumption of $406 million of long-term debt.

 

As part of the acquisition, EnCana acquired certain natural gas and crude oil properties in west Texas and New Mexico and the assets of Sauer Drilling Company, a subsidiary of TBI, which were designated as assets held for sale at the date of acquisition. These assets were sold on July 30, 2004.

 

11



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The calculation of the purchase price and the allocation to assets and liabilities is shown below:

 

Calculation of Purchase Price:

 

 

 

Cash paid for common shares of TBI

 

$

2,341

 

Transaction costs

 

13

 

Total purchase price

 

$

2,354

 

Plus: Fair value of liabilities assumed

 

 

 

Current liabilities

 

224

 

Long-term debt

 

406

 

Other non-current liabilities

 

39

 

Future income taxes

 

774

 

Total Purchase Price and Liabilities Assumed

 

$

3,797

 

 

 

 

 

Fair Value of Assets Acquired:

 

 

 

Current assets (including cash acquired)

 

$

425

 

Property, plant and equipment, net

 

2,890

 

Other non-current assets

 

9

 

Goodwill (allocated to Upstream)

 

473

 

Total Fair Value of Assets Acquired

 

$

3,797

 

 

NOTE 3.                       SEGMENTED INFORMATION

 

The Company has defined its continuing operations into the following segments:

 

                  Upstream includes the Company’s exploration for, and development and production of, natural gas, crude oil and natural gas liquids and other related activities. The majority of the Company’s Upstream operations are located in Canada and the United States. Frontier and international new venture exploration is mainly focused on opportunities in Chad, Brazil, the Middle East and Greenland.

 

                  Market Optimization is conducted by the Midstream & Marketing division. The Marketing groups’ primary responsibility is the sale of the Company’s proprietary production. The results are included in the Upstream segment. Correspondingly, the Marketing groups’ also undertake market optimization activities which comprise third party purchases and sales of product that provide operational flexibility for transportation commitments, product type, delivery points and customer diversification. These activities are reflected in the Market Optimization segment.

 

                  Corporate includes unrealized gains or losses recorded on derivative instruments. Once amounts are settled, the realized gains and losses are recorded in the operating segment to which the derivative instrument relates.

 

Market Optimization purchases substantially all of the Company’s North American Upstream production for sale to third party customers. Transactions between business segments are based on market values and eliminated on consolidation. The tables in this note present financial information on an after eliminations basis.

 

Operations that have been discontinued are disclosed in Note 4.

 

12



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Results of Continuing Operations (for the years ended December 31)

 

 

 

Upstream

 

Market Optimization

 

 

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

10,465

 

$

7,256

 

$

5,797

 

$

4,267

 

$

3,200

 

$

2,722

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

453

 

311

 

164

 

 

 

 

Transportation and selling

 

525

 

472

 

429

 

13

 

18

 

47

 

Operating

 

1,351

 

1,026

 

872

 

85

 

74

 

93

 

Purchased product

 

 

 

 

4,159

 

3,092

 

2,572

 

Depreciation, depletion and amortization

 

2,688

 

2,271

 

1,900

 

8

 

47

 

26

 

Segment Income (Loss)

 

$

5,448

 

$

3,176

 

$

2,432

 

$

2

 

$

(31

)

$

(16

)

 

 

 

Corporate

 

Consolidated

 

 

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

(466

)

$

(197

)

$

2

 

$

14,266

 

$

10,259

 

$

8,521

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

 

 

 

453

 

311

 

164

 

Transportation and selling

 

 

 

 

538

 

490

 

476

 

Operating

 

2

 

(1

)

 

1,438

 

1,099

 

965

 

Purchased product

 

 

 

 

4,159

 

3,092

 

2,572

 

Depreciation, depletion and amortization

 

73

 

61

 

41

 

2,769

 

2,379

 

1,967

 

Segment Income (Loss)

 

$

(541

)

$

(257

)

$

(39

)

4,909

 

2,888

 

2,377

 

Administrative

 

 

 

 

 

 

 

268

 

197

 

173

 

Interest, net

 

 

 

 

 

 

 

524

 

398

 

284

 

Accretion of asset retirement obligation

 

 

 

 

 

 

 

37

 

22

 

17

 

Foreign exchange (gain) loss, net

 

 

 

 

 

 

 

(24

)

(412

)

(603

)

Stock-based compensation - options

 

 

 

 

 

 

 

15

 

17

 

18

 

(Gain) on divestitures

 

 

 

 

 

 

 

 

(59

)

(1

)

 

 

 

 

 

 

 

 

820

 

163

 

(112

)

Net Earnings Before Income Tax

 

 

 

 

 

 

 

4,089

 

2,725

 

2,489

 

Income tax expense

 

 

 

 

 

 

 

1,260

 

632

 

351

 

Net Earnings From Continuing Operations

 

 

 

 

 

 

 

$

2,829

 

$

2,093

 

$

2,138

 

 

Upstream

 

 

 

Canada

 

United States

 

 

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

7,005

 

$

5,083

 

$

4,474

 

$

3,177

 

$

1,941

 

$

1,143

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

104

 

87

 

56

 

349

 

224

 

108

 

Transportation and selling

 

343

 

352

 

343

 

182

 

120

 

86

 

Operating

 

826

 

685

 

642

 

212

 

119

 

60

 

Depreciation, depletion and amortization

 

1,927

 

1,751

 

1,511

 

682

 

475

 

293

 

Segment Income (Loss)

 

$

3,805

 

$

2,208

 

$

1,922

 

$

1,752

 

$

1,003

 

$

596

 

 

 

 

Other

 

Total Upstream

 

 

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

283

 

$

232

 

$

180

 

$

10,465

 

$

7,256

 

$

5,797

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

 

 

 

453

 

311

 

164

 

Transportation and selling

 

 

 

 

525

 

472

 

429

 

Operating

 

313

 

222

 

170

 

1,351

 

1,026

 

872

 

Depreciation, depletion and amortization

 

79

 

45

 

96

 

2,688

 

2,271

 

1,900

 

Segment Income (Loss)

 

$

(109

)

$

(35

)

$

(86

)

$

5,448

 

$

3,176

 

$

2,432

 

 

13



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Upstream Geographic and Product Information (Continuing Operations) (for the years ended December 31)

 

 

 

Produced  Gas

 

 

 

Canada

 

United States

 

Total

 

 

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

5,486

 

$

3,928

 

$

3,396

 

$

2,932

 

$

1,776

 

$

1,051

 

$

8,418

 

$

5,704

 

$

4,447

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

76

 

65

 

52

 

325

 

205

 

101

 

401

 

270

 

153

 

Transportation and selling

 

283

 

296

 

274

 

182

 

120

 

86

 

465

 

416

 

360

 

Operating

 

521

 

400

 

342

 

212

 

119

 

60

 

733

 

519

 

402

 

Operating Cash Flow

 

$

4,606

 

$

3,167

 

$

2,728

 

$

2,213

 

$

1,332

 

$

804

 

$

6,819

 

$

4,499

 

$

3,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and NGLs

 

 

 

Canada

 

United States

 

Total

 

 

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

1,519

 

$

1,155

 

$

1,078

 

$

245

 

$

165

 

$

92

 

$

1,764

 

$

1,320

 

$

1,170

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

28

 

22

 

4

 

24

 

19

 

7

 

52

 

41

 

11

 

Transportation and selling

 

60

 

56

 

69

 

 

 

 

60

 

56

 

69

 

Operating

 

305

 

285

 

300

 

 

 

 

305

 

285

 

300

 

Operating Cash Flow

 

$

1,126

 

$

792

 

$

705

 

$

221

 

$

146

 

$

85

 

$

1,347

 

$

938

 

$

790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total Upstream

 

 

 

 

 

 

 

 

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

 

 

 

 

 

 

$

283

 

$

232

 

$

180

 

$

10,465

 

$

7,256

 

$

5,797

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

 

 

 

 

 

 

 

 

 

453

 

311

 

164

 

Transportation and selling

 

 

 

 

 

 

 

 

 

 

525

 

472

 

429

 

Operating

 

 

 

 

 

 

 

313

 

222

 

170

 

1,351

 

1,026

 

872

 

Operating Cash Flow

 

 

 

 

 

 

 

$

(30

)

$

10

 

$

10

 

$

8,136

 

$

5,447

 

$

4,332

 

 

Capital Expenditures (Continuing Operations)

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Upstream Core Capital

 

 

 

 

 

 

 

Canada

 

$

4,150

 

$

3,015

 

$

2,937

 

United States

 

1,982

 

1,249

 

830

 

Other Countries

 

70

 

79

 

78

 

 

 

6,202

 

4,343

 

3,845

 

 

 

 

 

 

 

 

 

Upstream Acquisition Capital

 

 

 

 

 

 

 

Canada

 

30

 

64

 

261

 

United States

 

418

 

300

 

138

 

 

 

448

 

364

 

399

 

 

 

 

 

 

 

 

 

Market Optimization

 

197

 

10

 

5

 

Corporate

 

78

 

46

 

107

 

Total

 

$

6,925

 

$

4,763

 

$

4,356

 

 

On December 17, 2004, EnCana acquired certain natural gas and crude oil properties in Texas for approximately $251 million. The purchase was facilitated by an unrelated party, Brown Ranger LLC, which held the assets in trust for the Company. Pursuant to the agreement with Brown Ranger LLC, EnCana operated the properties, received all the revenue and paid all of the expenses associated with the properties. EnCana determined that the relationship with Brown Ranger LLC represented an interest in a variable interest entity (“VIE”) and that EnCana was the primary beneficiary of the VIE. EnCana consolidated Brown Ranger LLC from the date of acquisition to the date the properties were transferred to EnCana in 2005.

 

14



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Additions to Goodwill

 

There was no addition to goodwill during 2005 (2004 – $473 million as a result of the business combination with Tom Brown, Inc. (see Note 2)). All goodwill included in continuing operations relates to the Upstream segment.

 

Property, Plant and Equipment and Total Assets

 

 

 

 

 

Property, Plant and
Equipment

 

Total Assets

 

As at December 31

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Upstream

 

 

 

$

24,247

 

$

22,097

 

$

28,858

 

$

26,118

 

Market Optimization

 

 

 

371

 

167

 

597

 

414

 

Corporate

 

 

 

263

 

239

 

1,530

 

1,385

 

Assets of Discontinued Operations

 

(Note 4)

 

 

 

 

 

3,163

 

3,296

 

Total

 

 

 

$

24,881

 

$

22,503

 

$

34,148

 

$

31,213

 

 

Export Sales

 

Sales of natural gas, crude oil and natural gas liquids produced or purchased in Canada made outside of Canada were $1,784 million (2004 - $1,747 million; 2003 - $1,484 million).

 

Major Customers

 

In connection with the marketing and sale of EnCana’s own and purchased natural gas and crude oil, for the year ended December 31, 2005, the Company had one customer (2004 – one) which individually accounted for more than 10 percent of its consolidated revenues, net of royalties. Sales to this customer, a major international integrated energy company with a high quality investment grade credit rating, were approximately $2,056 million (2004 - $1,709 million).

 

NOTE 4.                       DISCONTINUED OPERATIONS

 

2005

 

Midstream

 

On December 13, 2005 EnCana completed the sale of its Midstream natural gas liquids processing operations for total proceeds of $625 million (C$720 million). The natural gas liquids processing operations included various interests in a number of processing and related facilities as well as a marketing entity. A gain on sale of approximately $370 million, after-tax, was recorded.

 

During the fourth quarter of 2005, EnCana decided to divest of its natural gas storage operations. EnCana’s natural gas storage operations include the 100 percent interest in the AECO storage facility as well as facilities in the United States.

 

2004

 

Upstream

 

On December 1, 2004, the Company completed the sale of its 100 percent interest in EnCana (U.K.) Limited for net cash consideration of approximately $2.1 billion. EnCana’s U.K. operations included crude oil and natural gas interests in the U.K. central North Sea including the Buzzard, Scott and Telford oil fields, as well as other satellite discoveries and exploration licenses. A gain on sale of approximately $1.4 billion was recorded.

 

15



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

At December 31, 2004, EnCana decided to divest of its Ecuador operations and such operations have been accounted for as discontinued operations. On September 13, 2005, EnCana announced it had reached an agreement in principle to sell all its interest in its Ecuador properties for $1.42 billion, which is approximately equivalent to the asset’s net book value at July 1, 2005, the referenced effective date of the transaction.

 

Included in net earnings for the year is a provision of $234 million which has been recorded against the net book value to recognize management’s best estimate of the difference between the selling price and the December 31, 2005 underlying accounting value of the related investments, as required under Canadian generally accepted accounting principles.

 

EnCana’s Ecuador operations include the 100 percent working interest in the Tarapoa Block, majority operating interest in Blocks 14, 17 and Shiripuno, the non-operated economic interest in relation to Block 15 and the 36.3 percent indirect equity investment in Oleoducto de Crudos Pesados (OCP) Ltd. (“OCP”), which is the owner of a crude oil pipeline in Ecuador that ships crude oil from the producing areas of Ecuador to an export marine terminal. The Company is a shipper on the OCP Pipeline and pays commercial rates for tariffs. The majority of the Company’s crude oil produced in Ecuador is sold to a single marketing company. Payments are secured by letters of credit from a major financial institution which has a high quality investment grade credit rating.

 

2003

 

Upstream

 

In 2003, in two separate transactions, the Company completed the sale of its 13.75 percent working interest and a gross overriding royalty in the Syncrude Joint Venture (“Syncrude”) for net cash consideration of $999 million.

 

Midstream

 

In January 2003, EnCana closed the previously announced sales of its crude oil pipeline business resulting in an after-tax gain on sale of $169 million.

 

CONSOLIDATED STATEMENT OF EARNINGS

 

The following tables present the effect of the discontinued operations in the Consolidated Statement of Earnings:

 

Upstream – Ecuador

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

965

 

$

471

 

$

412

 

Expenses

 

 

 

 

 

 

 

Production and mineral taxes

 

131

 

61

 

25

 

Transportation and selling

 

58

 

60

 

45

 

Operating

 

138

 

125

 

83

 

Depreciation, depletion and amortization

 

234

 

263

 

159

 

Interest, net

 

(2

)

(3

)

4

 

Accretion of asset retirement obligation

 

1

 

1

 

1

 

Foreign exchange (gain) loss

 

(4

)

5

 

2

 

 

 

556

 

512

 

319

 

Net Earnings (Loss) Before Income Tax

 

409

 

(41

)

93

 

Income tax expense (recovery)

 

278

 

(8

)

61

 

Net Earnings (Loss) From Discontinued Operations

 

$

131

 

$

(33

)

$

32

 

 

16



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Upstream – United Kingdom

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

 

$

153

 

$

118

 

Expenses

 

 

 

 

 

 

 

Transportation and selling

 

 

36

 

16

 

Operating

 

 

36

 

18

 

Depreciation, depletion and amortization

 

 

118

 

74

 

Interest, net

 

 

(9

)

 

Accretion of asset retirement obligation

 

 

3

 

1

 

Foreign exchange (gain), net

 

(40

)

(2

)

(5

)

(Gain) loss on discontinuance

 

 

(1,365

)

1

 

 

 

(40

)

(1,183

)

105

 

Net Earnings (Loss) Before Income Tax

 

(40

)

1,336

 

13

 

Income tax expense (recovery)

 

5

 

(2

)

20

 

Net Earnings (Loss) From Discontinued Operations

 

$

35

 

$

1,338

 

$

(7

)

 

Upstream – Syncrude

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

 

$

(1

)

$

87

 

Expenses

 

 

 

 

 

 

 

Transportation and selling

 

 

 

2

 

Operating

 

 

 

46

 

Depreciation, depletion and amortization

 

 

 

7

 

Loss on discontinuance

 

 

2

 

 

 

 

 

2

 

55

 

Net (Loss) Earnings Before Income Tax

 

 

(3

)

32

 

Income tax expense

 

 

 

8

 

Net (Loss) Earnings From Discontinued Operations

 

$

 

$

(3

)

$

24

 

 

Midstream

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,570

 

$

1,551

 

$

1,165

 

Expenses

 

 

 

 

 

 

 

Transportation and selling

 

9

 

9

 

8

 

Operating

 

301

 

251

 

231

 

Purchased product

 

1,100

 

1,184

 

883

 

Depreciation, depletion and amortization

 

28

 

23

 

22

 

Administrative

 

30

 

 

 

Interest, net

 

(2

)

(1

)

(1

)

Foreign exchange (gain) loss, net

 

(2

)

(5

)

5

 

(Gain) on discontinuance

 

(364

)

(54

)

(220

)

 

 

1,100

 

1,407

 

928

 

Net Earnings Before Income Tax

 

470

 

144

 

237

 

Income tax expense

 

39

 

26

 

64

 

Net Earnings From Discontinued Operations

 

$

431

 

$

118

 

$

173

 

 

17



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Consolidated Total

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

2,535

 

$

2,174

 

$

1,782

 

Expenses

 

 

 

 

 

 

 

Production and mineral taxes

 

131

 

61

 

25

 

Transportation and selling

 

67

 

105

 

71

 

Operating

 

439

 

412

 

378

 

Purchased product

 

1,100

 

1,184

 

883

 

Depreciation, depletion and amortization

 

262

 

404

 

262

 

Administrative

 

30

 

 

 

Interest, net

 

(4

)

(13

)

3

 

Accretion of asset retirement obligation

 

1

 

4

 

2

 

Foreign exchange (gain) loss, net

 

(46

)

(2

)

2

 

(Gain) on discontinuance

 

(364

)

(1,417

)

(219

)

 

 

1,616

 

738

 

1,407

 

Net Earnings Before Income Tax

 

919

 

1,436

 

375

 

Income tax expense

 

322

 

16

 

153

 

Net Earnings From Discontinued Operations

 

$

597

 

$

1,420

 

$

222

 

 

 

 

 

 

 

 

 

Net Earnings from Discontinued Operations per Common Share

 

 

 

 

 

 

 

Basic

 

$

0.69

 

$

1.55

 

$

0.24

 

Diluted

 

$

0.67

 

$

1.51

 

$

0.23

 

 

CONSOLIDATED BALANCE SHEET

 

The impact of the discontinued operations in the Consolidated Balance Sheet is as follows:

 

As at December 31

 

 

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

208

 

$

23

 

Accounts receivable and accrued revenues

 

 

 

408

 

456

 

Risk management

 

 

 

21

 

22

 

Inventories

 

 

 

413

 

470

 

 

 

 

 

1,050

 

971

 

Property, plant and equipment, net

 

 

 

1,686

 

1,932

 

Investments and other assets

 

 

 

360

 

328

 

Goodwill

 

 

 

67

 

65

 

 

 

 

 

$

3,163

 

$

3,296

 

Liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

$

167

 

$

233

 

Income tax payable

 

 

 

230

 

103

 

Risk management

 

 

 

41

 

89

 

 

 

 

 

438

 

425

 

Asset retirement obligation

 

 

 

21

 

22

 

Future income taxes

 

 

 

246

 

202

 

 

 

 

 

705

 

649

 

Net Assets of Discontinued Operations

 

 

 

$

2,458

 

$

2,647

 

 

Included in Midstream is $117 million (2004 - $102 million; 2003 - $97 million) related to cushion gas, required to operate the gas storage facilities, which is not subject to depletion.

 

The prices used in the ceiling test evaluation of the Company’s crude oil reserves in Ecuador at December 31, 2005 were as follows:

 

 

 

2006

 

2007

 

2008

 

2009

 

2010

 

% increase to
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crude Oil ($/barrel)

 

$

42.70

 

$

42.44

 

$

40.92

 

$

28.26

 

$

28.13

 

13

%

 

18



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Acquisitions / Divestitures

 

On December 22, 2004 EnCana completed the divestiture of its interest in the Alberta Ethane Gathering System Joint Venture for approximately $108 million, including working capital. A $54 million pre-tax gain was recorded on this sale.

 

On January 31, 2003, the Company acquired the Ecuador interests of Vintage Petroleum Inc. (“Vintage”) for net cash consideration of $116 million. During the fourth quarter of 2003, the Company disposed of its interest in Block 27 in Ecuador for approximately $14 million.

 

Commitments and Contingencies

 

The Company is a shipper on the OCP Pipeline and has tariff commitments as follows:

 

As at December 31, 2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipeline Transportation

 

$

89

 

$

91

 

$

93

 

$

95

 

$

97

 

$

827

 

$

1,292

 

 

In Ecuador, a subsidiary of EnCana has a 40 percent non-operated economic interest in relation to Block 15 pursuant to a contract with a subsidiary of Occidental Petroleum Corporation. In its 2004 filings with Securities regulatory authorities, Occidental Petroleum Corporation indicated that its subsidiary had received formal notification from Petroecuador, the state oil company of Ecuador, initiating proceedings to determine if the subsidiary had violated the Hydrocarbons Law and its Participation Contract for Block 15 with Petroecuador and whether such violations constitute grounds for terminating the Participation Contract.

 

In its filings, Occidental Petroleum Corporation indicated that it believes that it has complied with all material obligations under the Participation Contract and that any termination of the Participation Contract by Ecuador based upon these stated allegations would be unfounded and would constitute an unlawful expropriation under international treaties. The subsidiary of Occidental Petroleum Corporation has delivered, to the Government of Ecuador, its written defense to the allegations. Upon review, the Government of Ecuador may decide whether there are grounds for termination of the Participation Contract.

 

In addition to the above, the Company is proceeding with its arbitration related to value-added tax (“VAT”) owed to subsidiaries of EnCana ($169 million at December 31, 2005; 2004 - $139 million). EnCana is also in discussions related to certain income tax matters related to the deductibility of interest expense and foreign currency losses in Ecuador.

 

NOTE 5.                       DIVESTITURES (ACQUISITIONS)

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Upstream

 

$

2,521

 

$

1,430

 

$

210

 

Market Optimization

 

 

26

 

 

Other

 

2

 

44

 

 

 

 

$

2,523

 

$

1,500

 

$

210

 

 

Proceeds received on the sale of assets and investments in 2005 were $2,523 million (2004 - $1,500 million) as described below:

 

Upstream

 

In 2005, EnCana completed the disposition of various mature conventional oil and natural gas assets for proceeds of $471 million (2004 - $1,430 million; 2003 - $301 million).

 

In May 2005, EnCana completed the sale of its Gulf of Mexico assets for approximately $2.1 billion

 

19



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

resulting in net proceeds of approximately $1.5 billion after deducting $578 million in tax plus other adjustments. In accordance with full cost accounting for oil and gas activities, proceeds were credited to property, plant and equipment.

 

On July 18, 2003 EnCana acquired the common shares of Savannah Energy Inc.(“Savannah”) for net cash consideration of $91 million. Savannah’s operations are located in Texas, U.S.A.

 

Market Optimization

 

On December 15, 2004, EnCana sold its 25 percent limited partnership interest in the Kingston CoGen Limited Partnership (“Kingston”) for net cash consideration of $25 million. A pre-tax gain of $28 million was recorded on this sale.

 

Other

 

In March 2004, the Company sold its equity investment in a well servicing company for approximately $44 million, recording a pre-tax gain on sale of $34 million.

 

NOTE 6.                       INTEREST, NET

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Interest  Expense – Long-Term Debt

 

$

417

 

$

385

 

$

281

 

Early Retirement of Long-Term Debt

 

121

 

(16

)

 

Interest Expense – Other

 

18

 

42

 

20

 

Interest Income

 

(32

)

(13

)

(17

)

 

 

$

524

 

$

398

 

$

284

 

 

During 2005, EnCana redeemed a number of unsecured notes with a principal of C$1,150 million. The $121 million before tax ($79 million after-tax) charge is due to the early retirement of these medium term notes (see Note 12).

 

EnCana has entered into a series of one or more interest rate swaps, foreign exchange swaps and option transactions on certain of its long-term notes detailed below (see Note 12). The net effect of these transactions reduced interest costs in 2005 by $16 million (2004 - $22 million; 2003 - $23 million).

 

Swap Positions as at December 31, 2005:

 

 

 

Principal
Amount

 

Indenture
Interest

 

Net
Swap to

 

Effective Rate

 

7.50% due August 25, 2006
C$100 million

 

US$ 73 million

 

C$ Fixed

 

US$ Fixed*

 

4.14%

 

5.80% due June 2, 2008
C$225 million

 

US$ 71 million
C$ 125 million

 

C$ Fixed
C$ Fixed

 

US$ Fixed*
C$ Floating

 

4.80%
3 month Bankers’ Acceptance less 5 basis points

 

 

 


* These instruments have been subject to multiple swap transactions.

 

NOTE 7.                       FOREIGN EXCHANGE (GAIN) LOSS, NET

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Unrealized Foreign Exchange Gain on Translation of U.S. Dollar  Debt Issued in Canada

 

$

(113

)

$

(285

)

$

(545

)

Other Foreign Exchange Loss (Gain)

 

89

 

(127

)

(58

)

 

 

$

(24

)

$

(412

)

$

(603

)

 

20



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

NOTE 8.                       INCOME TAXES

 

The provision for income taxes is as follows:

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

Canada

 

$

493

 

$

586

 

$

(142

)

United States

 

719

 

(12

)

39

 

Other

 

(8

)

(15

)

(16

)

Total Current Tax

 

1,204

 

559

 

(119

)

 

 

 

 

 

 

 

 

Future

 

56

 

182

 

829

 

Future Tax Rate Reductions

 

 

(109

)

(359

)

Total Future Tax

 

56

 

73

 

470

 

 

 

$

1,260

 

$

632

 

$

351

 

 

Included in cash tax for 2005 is $578 million related to the sale of the Gulf of Mexico assets.

 

The following table reconciles income taxes calculated at the Canadian statutory rate with the actual income taxes:

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Net Earnings Before Income Tax

 

$

4,089

 

$

2,725

 

$

2,489

 

Canadian Statutory Rate

 

37.9

%

39.1

%

41.0

%

Expected Income Tax

 

1,550

 

1,066

 

1,020

 

Effect on Taxes Resulting from:

 

 

 

 

 

 

 

Non-deductible Canadian crown payments

 

207

 

192

 

231

 

Canadian resource allowance

 

(202

)

(246

)

(258

)

Canadian resource allowance on unrealized risk management losses

 

 

(10

)

 

Statutory and other rate differences

 

(235

)

(50

)

(44

)

Effect of tax rate changes

 

 

(109

)

(359

)

Non-taxable capital gains

 

(24

)

(91

)

(119

)

Previously unrecognized capital losses

 

 

17

 

(119

)

Tax basis retained on dispositions

 

(68

)

(169

)

 

Large corporations tax

 

25

 

24

 

27

 

Other

 

7

 

8

 

(28

)

 

 

$

1,260

 

$

632

 

$

351

 

 

 

 

 

 

 

 

 

Effective Tax Rate

 

30.8

%

23.2

%

14.1

%

 

The net future income tax liability is comprised of:

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Future Tax Liabilities

 

 

 

 

 

Property, plant and equipment in excess of tax values

 

$

4,461

 

$

4,390

 

Timing of Partnership items

 

1,226

 

975

 

 

 

 

 

 

 

Future Tax Assets

 

 

 

 

 

Net operating losses carried forward

 

(47

)

(103

)

Other

 

(351

)

(180

)

Net Future Income Tax Liability

 

$

5,289

 

$

5,082

 

 

21



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The approximate amounts of tax pools available are as follows:

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Canada

 

$

8,575

 

$

7,034

 

United States

 

2,978

 

2,760

 

 

 

$

11,553

 

$

9,794

 

 

Included in the above tax pools are $133 million (2004 - $275 million) related to non-capital or net operating losses available for carry forward to reduce taxable income in future years. These losses expire between 2008 and 2023.

 

The current income tax provision includes amounts payable or recoverable in respect of Canadian partnership earnings included in the Consolidated Financial Statements for partnerships that have a year end that is after that of EnCana Corporation.

 

NOTE 9.                       INVENTORIES

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Product

 

 

 

 

 

Upstream

 

$

70

 

$

14

 

Market Optimization

 

31

 

42

 

Parts and Supplies

 

2

 

2

 

 

 

$

103

 

$

58

 

 

NOTE 10.                PROPERTY, PLANT AND EQUIPMENT, NET

 

 

 

2005

 

2004

 

 

 

Accumulated

 

Accumulated

 

As at December 31

 

Cost

 

DD&A*

 

Net

 

Cost

 

DD&A*

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upstream

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

29,199

 

$

(12,144

)

$

17,055

 

$

24,390

 

$

(9,775

)

$

14,615

 

United States

 

8,707

 

(1,763

)

6,944

 

8,360

 

(1,056

)

7,304

 

Other Countries

 

470

 

(222

)

248

 

425

 

(247

)

178

 

Total Upstream

 

38,376

 

(14,129

)

24,247

 

33,175

 

(11,078

)

22,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Optimization

 

419

 

(48

)

371

 

208

 

(41

)

167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

544

 

(281

)

263

 

455

 

(216

)

239

 

 

 

$

39,339

 

$

(14,458

)

$

24,881

 

$

33,838

 

$

(11,335

)

$

22,503

 

 


*   Depreciation, depletion and amortization

 

Included in property, plant and equipment are asset retirement costs, net of amortization, of $498 million (2004 - $393 million). Administrative costs have not been capitalized as part of the capital expenditures.

 

22



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Upstream costs in respect of significant unproved properties and major development projects excluded from depletable costs at the end of the year were:

 

As at December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Canada

 

$

1,689

 

$

1,444

 

$

1,444

 

United States

 

870

 

1,119

 

499

 

Other Countries

 

248

 

177

 

112

 

 

 

$

2,807

 

$

2,740

 

$

2,055

 

 

The costs excluded from depletable costs in Other Countries represents costs related to unproved properties incurred in cost centres that are considered to be in the pre-production stage. Currently, there are no proved reserves in these cost centres. All costs, net of any associated revenues, in these cost centres have been capitalized. Ultimate recoverability of these costs will be dependent upon the finding of proved oil and natural gas reserves. For the year ended December 31, 2005, the Company completed its impairment review of pre-production cost centres and determined that $7 million of costs should be charged to the Consolidated Statement of Earnings (2004 - $23 million; 2003 - $85 million).

 

The prices used in the ceiling test evaluation of the Company’s crude oil and natural gas reserves at December 31, 2005 were:

 

 

 

2006

 

2007

 

2008

 

2009

 

2010

 

% increase to
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas ($/Mcf)

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

9.42

 

$

8.42

 

$

7.35

 

$

4.87

 

$

4.84

 

17

%

United States

 

$

9.92

 

$

8.59

 

$

7.51

 

$

5.30

 

$

5.29

 

12

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crude Oil ($/barrel)

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

34.50

 

$

33.11

 

$

31.61

 

$

21.75

 

$

21.57

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas Liquids ($/barrel)

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

55.92

 

$

56.21

 

$

53.25

 

$

36.11

 

$

36.14

 

17

%

United States

 

$

53.92

 

$

53.36

 

$

52.04

 

$

34.68

 

$

34.24

 

15

%

 

NOTE 11.                INVESTMENTS AND OTHER ASSETS

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Equity Investments

 

$

7

 

$

8

 

Marketing Contracts

 

10

 

12

 

Deferred Financing Costs

 

59

 

61

 

Deferred Pension Plan and Savings Plan

 

60

 

64

 

Prepaid Capital

 

334

 

160

 

Other

 

26

 

29

 

 

 

$

496

 

$

334

 

 

23



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

NOTE 12.                LONG-TERM DEBT

 

As at December 31

 

Note

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Canadian Dollar Denominated Debt

 

 

 

 

 

 

 

Revolving credit and term loan borrowings

 

B

 

$

1,425

 

$

1,515

 

Unsecured notes

 

C

 

793

 

1,309

 

 

 

 

 

2,218

 

2,824

 

U.S. Dollar Denominated Debt

 

 

 

 

 

 

 

Revolving credit and term loan borrowings

 

D

 

 

399

 

Unsecured notes and debentures

 

E

 

4,494

 

4,641

 

 

 

 

 

4,494

 

5,040

 

 

 

 

 

 

 

 

 

Increase in Value of Debt Acquired

 

F

 

64

 

66

 

Current Portion of Long-Term Debt

 

G

 

(73

)

(188

)

 

 

 

 

$

6,703

 

$

7,742

 

 

A)           Overview

 

Revolving credit and term loan borrowings

 

At December 31, 2005, EnCana Corporation had in place a revolving credit facility for $4.5 billion Canadian dollars or its equivalent amount in U.S. dollars ($3.9 billion). The facility is fully revolving for a period of five years from the date of the agreement, October 2005. The facility is extendible from time to time, but not more than once per year, for a period not longer than 5 years from the extension date, at the option of the lenders and upon notice from EnCana. The facility is unsecured and bears interest at the lenders’ rates for Canadian prime, U.S. base rate, Bankers’ Acceptances rates plus applicable margins, or at LIBOR plus applicable margins.

 

At December 31, 2005, one of EnCana’s subsidiaries had in place a credit facility totaling $600 million. The facility is guaranteed by EnCana Corporation and fully revolving for five years from the date of the Agreement, December, 2005. The facility is extendible from time to time, but not more than once per year, for a period not longer than 5 years from the extension date, at the option of the lenders and upon notice from the subsidiary. This facility bears interest at either the lenders’ U.S. base rate or at LIBOR plus applicable margins.

 

Revolving credit and term loan borrowings include Bankers’ Acceptances and Commercial Paper of $1,425 million (2004 - $1,559 million) maturing at various dates with a weighted average interest rate of 3.52% (2004 – 2.83%). There were no LIBOR loans outstanding at December 31, 2005 (2004 - $355 million with a weighted average interest rate of 2.98%). These amounts are fully supported and Management expects that they will continue to be supported by revolving credit and term loan facilities that have no repayment requirements within the next year.

 

Standby fees paid in 2005 relating to revolving credit and term loan agreements were approximately $4 million (2004 - $5 million; 2003 - $3 million).

 

Unsecured notes and debentures

 

Unsecured notes and debentures include medium term notes and senior notes that are issued from time to time under trust indentures. The Company’s current C$1 billion medium term note program was renewed in 2005 with C$500 million ($429 million) unutilized at December 31, 2005. The current shelf prospectus expires in 2007. The notes issued under this program may be denominated in Canadian dollars or in foreign currencies.

 

EnCana has in place a shelf prospectus for U.S. Unsecured Notes in the amount of $2 billion under the Multijurisdictional Disclosure System. The shelf prospectus provides that debt securities in U.S.

 

24



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

dollars or other foreign currencies may be issued from time to time in one or more series. Terms of the notes, including interest at either fixed or floating rates and expiry dates are determined by reference to market conditions at the date of issue. At December 31, 2005, $2 billion of the shelf prospectus, which expires in 2006, remains unutilized.

 

EnCana has an indirect wholly owned subsidiary, EnCana Holdings Finance Corp., which has in place a shelf prospectus in the amount of $2 billion under the Multijurisdictional Disclosure System. The shelf prospectus provides that debt securities in U.S. dollars or other foreign currencies may be issued from time to time in one or more series. Terms of the notes, including interest at either fixed or floating rates and expiry dates are determined by reference to market conditions at the date of issue. The debt securities issued under this shelf prospectus are fully and unconditionally guaranteed by EnCana Corporation. EnCana has also obtained certain exemption orders from Canadian securities regulatory authorities that allow the filing of certain financial and other information of EnCana to satisfy certain continuous disclosure obligations of EnCana Holdings Finance Corp. At December 31, 2005, $1 billion of the shelf prospectus, which expires in 2006, remains unutilized.

 

B)           Canadian revolving credit and term loan borrowings

 

 

 

C$ Principal
Amount

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Bankers’ Acceptances

 

$

430

 

$

369

 

$

511

 

Commercial Paper

 

1,231

 

1,056

 

1,004

 

 

 

$

1,661

 

$

1,425

 

$

1,515

 

 

C)           Canadian unsecured notes

 

 

 

C$ Principal
Amount

 

2005

 

2004

 

 

 

 

 

 

 

 

 

5.95% due October 1, 2007

 

$

 

$

 

$

166

 

5.30% due December 3, 2007

 

300

 

257

 

248

 

5.95% due June 2, 2008

 

 

 

83

 

5.80% due June 2, 2008

 

125

 

107

 

104

 

5.80% due June 19, 2008

 

 

 

83

 

3.60% due September 15, 2008

 

500

 

429

 

 

6.10% due June 1, 2009

 

 

 

125

 

7.15% due December 17, 2009

 

 

 

125

 

8.50% due March 15, 2011

 

 

 

42

 

7.10% due October 11, 2011

 

 

 

166

 

7.30% due September 2, 2014

 

 

 

125

 

6.20% due June 23, 2028

 

 

 

42

 

 

 

$

925

 

$

793

 

$

1,309

 

 

During the third quarter of 2005, EnCana redeemed a number of unsecured medium term notes with a total principal of C$1,150 (Note 6).

 

D)           U.S. revolving credit and term loan borrowings

 

 

 

 

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Commercial Paper

 

 

 

$

 

$

44

 

LIBOR Loan

 

 

 

 

355

 

 

 

 

 

$

 

$

399

 

 

25



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

E)           U.S. unsecured notes and debentures

 

 

 

C$ Amount

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Floating Rate

 

 

 

 

 

 

 

8.75% due November 9, 2005

 

$

 

$

 

$

73

 

Fixed Rate

 

 

 

 

 

 

 

8.75% due November 9, 2005

 

 

 

 

73

 

7.50% due August 25, 2006

 

85

*

73

 

73

 

5.80% due June 2, 2008

 

83

*

71

 

71

 

4.60% due August 15, 2009

 

 

 

250

 

250

 

7.65% due September 15, 2010

 

 

 

200

 

200

 

6.30% due November 1, 2011

 

 

 

500

 

500

 

7.25% due September 15, 2013

 

 

 

 

1

 

4.75% due October 15, 2013

 

 

 

500

 

500

 

5.80% due May 1, 2014

 

 

 

1,000

 

1,000

 

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

 

 

 

 

 

$

4,494

 

$

4,641

 


*                 The Company has entered into a series of cross-currency and interest rate swap transactions that effectively convert these Canadian dollar denominated notes to U.S. dollars. The effective U.S. dollar principal is shown in the table.

 

The 5.80% Notes due May 1, 2014 were issued by the Company’s indirect wholly owned subsidiary, EnCana Holdings Finance Corp. These notes are fully and unconditionally guaranteed by EnCana Corporation.

 

F)           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 date 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, approximately 21 years.

 

G)           Current portion of long-term debt

 

 

 

2005

 

2004

 

 

 

 

 

 

 

6.20% Medium Term Note due June 23, 2028

 

$

 

$

42

 

8.75% Unsecured Note due November 9, 2005

 

 

146

 

7.50% Medium Term Note due August 25, 2006

 

73

 

 

 

 

$

73

 

$

188

 

 

H)          Mandatory debt payments

 

 

 

C$
Principal
Amount

 

US$
Principal
Amount

 

Total US$
Equivalent

 

 

 

 

 

 

 

 

 

2006

 

$

 

$

73

 

$

73

 

2007

 

300

 

 

257

 

2008

 

625

 

71

 

607

 

2009

 

 

250

 

250

 

2010

 

 

200

 

200

 

Thereafter

 

1,661

 

3,900

 

5,325

 

Total

 

$

2,586

 

$

4,494

 

$

6,712

 

 

26



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The amount due in 2006 excludes Bankers’ Acceptances and Commercial Paper, which are fully supported by revolving credit and term loan facilities that have no repayment requirements within the next year.

 

NOTE 13.                ASSET RETIREMENT OBLIGATION

 

The following table presents the reconciliation of the beginning and ending aggregate carrying amount of the obligation associated with the retirement of oil and gas properties:

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Asset Retirement Obligation, Beginning of Year

 

$

611

 

$

383

 

Liabilities Incurred

 

77

 

98

 

Liabilities Settled

 

(42

)

(16

)

Liabilities Disposed

 

(23

)

(35

)

Change in Estimated Future Cash Flows

 

135

 

124

 

Accretion Expense

 

37

 

22

 

Other

 

21

 

35

 

Asset Retirement Obligation, End of Year

 

$

816

 

$

611

 

 

The total undiscounted amount of estimated cash flows required to settle the obligation is $4,944 million (2004 - $3,695 million), which has been discounted using a weighted average credit-adjusted risk free rate of 5.74 percent (2004 – 5.94 percent). Most of these obligations are not expected to be paid for several years, or decades, in the future and will be funded from general company resources at that time.

 

NOTE 14.                SHARE CAPITAL

 

Authorized

 

The Company is authorized to issue an unlimited number of Common Shares, an unlimited number of First Preferred Shares and an unlimited number of Second Preferred Shares.

 

Issued and Outstanding

 

 

 

2005

 

2004

 

As at December 31

 

Number
(millions)

 

Amount

 

Number
(millions)

 

Amount

 

 

 

 

 

 

 

 

 

 

 

Common Shares Outstanding, Beginning of Year

 

900.6

 

$

5,299

 

921.2

 

$

5,305

 

Common Shares Issued under Option Plans

 

15.0

 

294

 

19.4

 

281

 

Common Shares Repurchased

 

(60.7

)

(462

)

(40.0

)

(287

)

Common Shares Outstanding, End of Year

 

854.9

 

$

5,131

 

900.6

 

$

5,299

 

 

Information related to common shares and stock options has been restated to reflect the effect of the common share split approved in April 2005.

 

Normal Course Issuer Bid

 

In 2005, the Company purchased 60,757,198 Common Shares for total consideration of $2,114 million. Of the amount paid, $462 million was charged to Share capital, $10 million was charged to Paid in surplus and $1,642 million was charged to Retained earnings. Included in the above are 5.5 million Common Shares which have been purchased by an EnCana Employee Benefit Plan Trust and are held for issuance upon vesting of units under EnCana’s Performance Share Unit Plan (see Note 15).

 

EnCana has received regulatory approval each year under Canadian securities laws to purchase

 

27



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Common Shares under four consecutive Normal Course Issuer Bids (“Bids”) which commenced in October 2002 and may continue up to October 30, 2006. EnCana is entitled to purchase, for cancellation, up to approximately 85.6 million Common Shares under the current Bid. During January 2006, EnCana purchased approximately 6.8 million Common Shares under the Bid for total consideration of $314 million. Under the prior Bid, which ran from October 29, 2004 until October 28, 2005, EnCana purchased approximately 84.2 million Common Shares.

 

Stock Options

 

EnCana has stock-based compensation plans that allow employees and directors to purchase Common Shares of the Company. Option exercise prices approximate the market price for the Common Shares on the date the options were issued. Options granted under the plans are generally fully exercisable after three years and expire five years after the date granted. Options granted under predecessor and/or related company replacement plans expire up to ten years from the date the options were granted. All options issued subsequent to December 31, 2003 have an associated Tandem Share Appreciation Right (“TSAR”) attached to them (see Note 15).

 

In conjunction with the business combination transaction with Alberta Energy Company Ltd. (“AEC”) in 2002, options to purchase AEC common shares were replaced with options to purchase Common Shares of EnCana (“AEC replacement plan”) in a manner consistent with the provisions of the AEC stock option plan. Options granted under the AEC plan prior to April 21, 1999 expire after seven years and options granted after April 20, 1999 expire after five years. The business combination resulted in these replacement options, along with all options then outstanding under the EnCana plan, becoming exercisable after the close of business on April 5, 2002.

 

EnCana Plan

 

Pursuant to the terms of a stock option plan, options may be granted to certain key employees to purchase EnCana Common Shares. Options granted prior to February 27, 1997, are exercisable at half the number of options granted after two years and are fully exercisable after three years. The options expire 10 years after the date granted. Options granted on or after November 4, 1999, 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.

 

Canadian Pacific Limited Replacement Plan

 

As part of the 2001 reorganization of Canadian Pacific Limited (“CPL”), EnCana’s former parent company, CPL stock options were replaced with stock options granted by the Company in a manner that was consistent with the provisions of the CPL stock option plan. Under CPL’s stock option plan, options were granted to certain key employees to purchase common shares of CPL at a price not less than the market value of the shares at the grant date. The options expire 10 years after the grant date and are all exercisable.

 

Directors’ Plan

 

Effective April 5, 2002, the Company amended the director stock option plan. Under the terms of the plan, new non-employee directors were given an initial grant of 15,000 options to purchase common shares of the Company. Thereafter, there was an annual grant of 7,500 options to each non-employee director. Options, which expire five years after the grant date, are 100 percent exercisable on the earlier of the next annual general meeting following the grant date and the first anniversary of the grant date. On October 23, 2003, issuances of stock options under this plan were discontinued and on October 25, 2005 the Corporation terminated the plan.

 

28



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The following tables summarize the information about options to purchase Common Shares that have no TSAR attached to them:

 

 

 

2005

 

2004

 

2003

 

As at December 31

 

Stock
Options
(millions)

 

Weighted
Average
Exercise
Price (C$ )

 

Stock
Options
(millions)

 

Weighted
Average
Exercise
Price (C$ )

 

Stock
Options
(millions)

 

Weighted
Average
Exercise
Price (C$ )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

36.2

 

23.15

 

57.6

 

21.57

 

59.2

 

19.87

 

Granted under EnCana Plan

 

 

 

 

 

12.6

 

23.99

 

Granted under Directors’ Plan

 

 

 

 

 

0.2

 

23.94

 

Exercised

 

(14.9

)

22.90

 

(19.4

)

18.32

 

(11.0

)

14.56

 

Forfeited

 

(0.6

)

21.71

 

(2.0

)

23.75

 

(3.4

)

20.59

 

Outstanding, End of Year

 

20.7

 

23.36

 

36.2

 

23.15

 

57.6

 

21.57

 

Exercisable, End of Year

 

16.8

 

23.21

 

21.6

 

22.55

 

31.2

 

19.46

 

 

As at December 31, 2005

 

Outstanding Options

 

Exercisable Options

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Number of

 

Average

 

Weighted

 

Number of

 

Weighted

 

 

 

Options

 

Remaining

 

Average

 

Options

 

Average

 

 

 

Outstanding

 

Contractual

 

Exercise

 

Outstanding

 

Exercise

 

Range of Exercise Price (C$ )

 

(millions)

 

Life (years)

 

Price (C$ )

 

(millions)

 

Price (C$ )

 

 

 

 

 

 

 

 

 

 

 

 

 

10.50 to 22.99

 

1.7

 

2.3

 

15.74

 

1.7

 

15.60

 

23.00 to 23.49

 

1.3

 

0.7

 

23.17

 

1.1

 

23.16

 

23.50 to 23.99

 

6.9

 

2.3

 

23.89

 

3.6

 

23.88

 

24.00 to 24.49

 

10.2

 

1.2

 

24.18

 

10.1

 

24.18

 

24.50 to 25.99

 

0.6

 

2.6

 

25.23

 

0.3

 

25.21

 

 

 

20.7

 

1.7

 

23.36

 

16.8

 

23.21

 

 

At December 31, 2005, there were 29.3 million common shares reserved for issuance under stock option plans (2004 – 16.0 million; 2003 – 15.6 million).

 

EnCana has recorded stock-based compensation expense in the Consolidated Statement of Earnings for stock options granted to employees and directors in 2003 using the fair value method. Stock options granted subsequent to December 31, 2003 have an associated TSAR attached. Compensation expense has not been recorded in the Consolidated Statement of Earnings related to stock options granted prior to 2003. If the Company had applied the fair value method to options granted prior to 2003, pro forma Net Earnings and Net Earnings per Common Share in 2005 would have been unchanged (2004 - $3,476 million; $3.77 per common share – basic; $3.71 per common share – diluted).

 

The fair value of each option granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model with weighted average assumptions for grants as follows:

 

For the year ended December 31

 

2003

 

 

 

 

 

Weighted Average Fair Value of Options Granted (C$)

 

$

6.11

 

Risk-Free Interest Rate

 

3.87

%

Expected Lives (years)

 

3.00

 

Expected Volatility

 

0.33

 

Annual Dividend per Share (C$/common share)

 

$

0.20

 

 

At December 31, 2005 the balance in Paid in surplus relates to Stock Based Compensation programs.

 

29



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

NOTE 15.                COMPENSATION PLANS

 

Where applicable, the amounts below have been restated to reflect the effect of the common share split approved in April 2005.

 

A)           Pensions and Post-Employment Benefits

 

The most recent actuarial valuation completed for the Company’s pension plans is dated December 31, 2004. The next required valuation will be as at December 31, 2007.

 

The Company sponsors both defined benefit and defined contribution plans providing pension and other retirement and post-employment benefits (“OPEB”) to substantially all of its employees.

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Total Expense for Defined Contribution Plans

 

$

22

 

$

19

 

$

12

 

 

Information about defined benefit post-retirement benefit plans, in aggregate, is as follows:

 

 

 

Pension Benefits

 

OPEB

 

As at December 31

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Accrued Benefit Obligation, Beginning of Year

 

$

246

 

$

214

 

$

19

 

$

14

 

Beginning of year adjustment

 

 

(1

)

 

 

Amendments

 

 

 

13

 

 

Current service cost

 

6

 

5

 

5

 

1

 

Interest cost

 

14

 

13

 

2

 

1

 

Benefits paid

 

(12

)

(10

)

(1

)

 

Actuarial loss

 

29

 

8

 

 

1

 

Contributions

 

1

 

1

 

 

 

Foreign exchange

 

10

 

16

 

1

 

2

 

Accrued Benefit Obligation, End of Year

 

$

294

 

$

246

 

$

39

 

$

19

 

 

The amendments made January 1, 2005 relate to obligations for OPEB related to the acquisition of TBI and changes made to one of the Company’s Plans which increased the Company’s post-employment benefit obligation.

 

 

 

Pension Benefits

 

OPEB

 

As at December 31

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Plan Assets, Beginning of Year

 

$

247

 

$

203

 

$

 

$

 

Actual return on plan assets

 

29

 

19

 

 

 

Employer contributions

 

9

 

17

 

 

 

Employees’ contributions

 

1

 

1

 

 

 

Benefits paid

 

(12

)

(10

)

 

 

Foreign exchange

 

10

 

17

 

 

 

Fair Value of Plan Assets, End of Year

 

$

284

 

$

247

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

OPEB

 

As at December 31

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Funded Status – Plan Assets (less) than Benefit Obligation

 

$

(10

)

$

1

 

$

(39

)

$

(19

)

Amounts Not Recognized:

 

 

 

 

 

 

 

 

 

Unamortized net actuarial loss

 

64

 

54

 

4

 

4

 

Unamortized past service cost

 

9

 

10

 

1

 

2

 

Net transitional asset

 

(8

)

(11

)

14

 

2

 

Accrued Benefit Asset (Liability)

 

$

55

 

$

54

 

$

(20

)

$

(11

)

 

30



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

 

 

Pension Benefits

 

OPEB

 

As at December 31

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Prepaid Benefit Cost

 

$

55

 

$

54

 

$

 

$

 

Accrued Benefit Cost

 

 

 

(20

)

(11

)

Net Amount Recognized

 

$

55

 

$

54

 

$

(20

)

$

(11

)

 

The Company’s other post employment benefit plans are funded on an as required basis.

 

The weighted average assumptions used to determine benefit obligations are as follows:

 

 

 

Pension Benefits

 

OPEB

 

As at December 31

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Discount Rate

 

5.00

%

5.75

%

5.25

%

5.75

%

Rate of Compensation Increase

 

4.50

%

4.60

%

5.65

%

5.65

%

 

The weighted average assumptions used to determine periodic expense are as follows:

 

 

 

Pension Benefits

 

OPEB

 

For the years ended December 31

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Discount Rate

 

5.75

%

6.00

%

5.75

%

6.00

%

Expected Long-Term Rate of Return on Plan Assets

 

 

 

 

 

 

 

 

 

Registered pension plans

 

6.75

%

6.75

%

n/a

 

n/a

 

Supplemental pension plans

 

3.375

%

3.375

%

n/a

 

n/a

 

Rate of Compensation Increase

 

4.60

%

4.75

%

5.65

%

5.75

%

 

The periodic expense for benefits is as follows:

 

 

 

Pension Benefits

 

OPEB

 

For the years ended December 31

 

2005

 

2004

 

2003

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Service Cost

 

$

6

 

$

5

 

$

5

 

$

5

 

$

1

 

$

1

 

Interest Cost

 

14

 

13

 

11

 

2

 

1

 

1

 

Actual Return on Plan Assets

 

(29

)

(19

)

(16

)

 

 

 

Actuarial Loss on Accrued Benefit Obligation

 

29

 

8

 

12

 

 

1

 

1

 

Plan Amendment

 

 

 

 

 

 

2

 

Difference Between Actual and:

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected return on plan assets

 

15

 

7

 

7

 

 

 

 

Recognized actuarial loss

 

(24

)

(4

)

(8

)

 

(1

)

(1

)

Difference Between Amortization of Past Service Costs and Actual Plan Amendments

 

2

 

2

 

1

 

 

 

(2

)

Amortization of Transitional Obligation

 

(3

)

(2

)

(2

)

1

 

 

 

Expense for Defined Contribution Plan

 

22

 

19

 

12

 

 

 

 

Net Benefit Plan Expense

 

$

32

 

$

29

 

$

22

 

$

8

 

$

2

 

$

2

 

 

The average remaining service period of the active employees covered by the defined benefit pension plan is seven years. The average remaining service period of the active employees covered by the other retirement benefits plan is 12 years.

 

31


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Assumed health care cost trend rates are as follows:

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Health Care Cost Trend Rate for Next Year

 

11.00

%

10.00

%

Rate that the Trend Rate Gradually Trends To

 

5.00

%

5.00

%

Year that the Trend Rate Reaches the Rate which it is Expected to Remain At

 

2015

 

2015

 

 

Assumed health care cost trend rates have an effect on the amounts reported for the other benefit plans. A one percentage point change in assumed health care cost trend rates would have the following effects:

 

 

 

One Percentage
Point Increase

 

One Percentage
Point Decrease

 

 

 

 

 

 

 

Effect on Total of Service and Interest Cost

 

$

1

 

$

(1

)

Effect on Post Retirement Benefit Obligation

 

$

4

 

$

(3

)

 

The Company’s pension plan asset allocations are as follows:

 

 

 

Target Allocation%

 

% of Plan Assets at
December 31

 

Expected Long-

 

Asset Category

 

Normal

 

Range

 

2005

 

2004

 

Term Rate of Return

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic Equity

 

35

 

25-45

 

41

 

38

 

 

 

Foreign Equity

 

30

 

20-40

 

27

 

28

 

 

 

Bonds

 

30

 

20-40

 

25

 

27

 

 

 

Real Estate and Other

 

5

 

0-20

 

7

 

7

 

 

 

Total

 

100

 

 

 

100

 

100

 

6.75

%

 

The expected rate of return on plan assets is based on historical and projected rates of return for each asset class in the plan investment portfolio. The objective of the asset allocation policy is to manage the funded status of the plan at an appropriate level of risk, giving consideration to the security of the assets and the potential volatility of market returns and the resulting effect on both contribution requirements and pension expense. The long-term return is expected to achieve or exceed the return from a composite benchmark comprised of passive investments in appropriate market indices. The Supplemental Pension Plan is funded through a retirement compensation arrangement and is subject to the applicable Canada Revenue Agency regulations.

 

The asset allocation structure is subject to diversification requirements and constraints which reduce risk by limiting exposure to individual equity investments, credit rating categories and foreign currency exposure.

 

Management expects to contribute $10 million to the plans in 2006. Contributions by the participants to the pension and other benefits plans were $1 million for the year ended December 31, 2005 (2004 - $1 million; 2003 - $1 million).

 

Estimated future payments for pension and other benefits are as follows:

 

 

 

Pension Benefits

 

OPEB

 

 

 

 

 

 

 

2006

 

$

13

 

$

1

 

2007

 

14

 

1

 

2008

 

15

 

2

 

2009

 

16

 

2

 

2010

 

16

 

2

 

2011 – 2015

 

96

 

23

 

Total

 

$

170

 

$

31

 

 

32



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

B)           Share Appreciation Rights

 

EnCana has in place a program whereby certain employees are granted Share Appreciation Rights (“SAR’s”) 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 exercise price of the right. SAR’s granted expire after five years.

 

The following tables summarize the information about the SAR’s:

 

 

 

2005

 

2004

 

As at December 31

 

Outstanding
SAR’s

 

Weighted
Average
Exercise
Price

 

Outstanding
SAR’s

 

Weighted
Average
Exercise
Price

 

 

 

 

 

 

 

 

 

 

 

Canadian Dollar Denominated (C$)

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

930,510

 

18.31

 

2,350,140

 

17.94

 

Exercised

 

(682,241

)

16.55

 

(1,397,550

)

17.74

 

Forfeited

 

(1,530

)

23.14

 

(22,080

)

14.63

 

Outstanding, End of Year

 

246,739

 

23.13

 

930,510

 

18.31

 

Exercisable, End of Year

 

246,739

 

23.13

 

930,510

 

18.31

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar Denominated (US$)

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

771,860

 

14.40

 

1,506,834

 

14.49

 

Exercised

 

(452,349

)

14.45

 

(731,294

)

14.60

 

Forfeited

 

 

 

(3,680

)

12.65

 

Outstanding, End of Year

 

319,511

 

14.33

 

771,860

 

14.40

 

Exercisable, End of Year

 

319,511

 

14.33

 

771,860

 

14.40

 

 

 

 

SAR’s Outstanding and Exercisable

 

As at December 31, 2005
Range of Exercise Price

 

Number of SAR’s

 

Weighted
Average
Remaining Contractual
Life (years)

 

Weighted
Average
Exercise
Price

 

 

 

 

 

 

 

 

 

Canadian Dollar Denominated (C$)

 

 

 

 

 

 

 

20.00 to 29.99

 

246,739

 

0.19

 

23.13

 

 

 

246,739

 

0.19

 

23.13

 

 

 

 

 

 

 

 

 

U.S. Dollar Denominated (US$)

 

 

 

 

 

 

 

10.00 to 19.99

 

319,511

 

0.32

 

14.33

 

 

 

319,511

 

0.32

 

14.33

 

 

During the year, the Company recorded compensation costs of $17 million related to the outstanding SAR’s (2004 - $17 million; 2003 - $12 million).

 

C)           Tandem Share Appreciation Rights

 

Subsequent to December 31, 2003, all options to purchase Common Shares issued under the share option plans described in Note 14 have an associated Tandem Share Appreciation Right (“TSAR”) attached to them whereby the option holder has the right to receive cash payment equal to the excess of the market price of EnCana’s Common Shares at the time of exercise over the exercise price of the right in lieu of exercising the option. The TSAR’s vest and expire under the same terms and conditions as the underlying option.

 

33



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The following tables summarize the information about the TSAR’s:

 

 

 

2005

 

2004

 

As at December 31

 

Outstanding
TSAR’s

 

Weighted
Average
Exercise
Price

 

Outstanding
TSAR’s

 

Weighted
Average
Exercise
Price

 

 

 

 

 

 

 

 

 

 

 

Canadian Dollar Denominated (C$)

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

1,735,000

 

27.77

 

 

 

Granted

 

7,581,412

 

40.14

 

2,160,900

 

27.66

 

Exercised - SARs

 

(151,610

)

27.51

 

 

 

Exercised - Options

 

(104,735

)

27.60

 

 

 

Forfeited

 

(656,100

)

34.44

 

(425,900

)

27.19

 

Outstanding, End of Year

 

8,403,967

 

38.41

 

1,735,000

 

27.77

 

Exercisable, End of Year

 

229,705

 

28.00

 

 

 

 

 

 

Outstanding TSAR’s

 

Exercisable Options
With TSAR’s Attached

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

Weighted

 

 

 

Weighted

 

 

 

 

 

Remaining

 

Average

 

 

 

Average

 

As at December 31, 2005

 

Number of

 

Contractual

 

Exercise

 

Number of

 

Exercise

 

Range of Exercise Price (C$)

 

TSAR’s

 

Life (years)

 

Price

 

TSAR’s

 

Price

 

 

 

 

 

 

 

 

 

 

 

 

 

20.00 to 29.99

 

1,108,250

 

3.35

 

27.38

 

198,670

 

27.44

 

30.00 to 39.99

 

6,198,717

 

4.12

 

38.08

 

31,035

 

31.55

 

40.00 to 49.99

 

417,750

 

4.37

 

44.12

 

 

 

50.00 to 59.99

 

606,150

 

4.74

 

54.83

 

 

 

60.00 to 69.99

 

73,100

 

4.74

 

64.21

 

 

 

 

 

8,403,967

 

4.08

 

38.41

 

229,705

 

28.00

 

 

During the year, the Company recorded compensation costs of $60 million related to the outstanding TSAR’s (2004 - $3 million).

 

D)           Deferred Share Units

 

The Company has in place a program whereby Directors and certain key employees are issued Deferred Share Units (“DSU’s”), which are equivalent in value to a common share of the Company. DSU’s granted to Directors vest immediately. DSU’s granted to Senior Executives in 2002 vest over a three year period. DSU’s expire on December 15th of the year following the employee’s retirement or death.

 

The following table summarizes the information about the DSU’s:

 

 

 

2005

 

2004

 

As at December 31

 

Outstanding
DSU’s

 

Average
Share Price

 

Outstanding
DSU’s

 

Average
Share Price

 

 

 

 

 

 

 

 

 

 

 

Canadian Dollar Denominated (C$)

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

750,612

 

24.81

 

638,500

 

24.34

 

Granted, Directors

 

80,765

 

43.75

 

117,862

 

27.02

 

Units, in Lieu of Dividends

 

5,184

 

52.34

 

6,416

 

29.93

 

Exercised

 

 

 

(12,166

)

24.34

 

Outstanding, End of Year

 

836,561

 

26.81

 

750,612

 

24.81

 

Exercisable, End of Year

 

836,561

 

26.81

 

587,910

 

26.28

 

 

34



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

During the year, the Company recorded compensation costs of $16 million related to the outstanding DSU’s (2004 - $10 million; 2003 - $4 million).

 

E)           Performance Share Units

 

EnCana has in place a program whereby employees may be granted Performance Share Units (“PSU’s”) which entitle the employee to receive, upon vesting, either a common share of EnCana or a cash payment equal to the value of one common share of EnCana depending upon the terms of the PSU granted. PSU’s vest at the end of a three year period. Their ultimate value will depend upon EnCana’s performance measured over three calendar years. Performance will be measured by total shareholder return relative to a fixed North American oil and gas comparison group. If EnCana’s performance is below the specified level compared to the comparison group, the units awarded will be forfeited. If EnCana’s performance is at or above the specified level compared to the comparison group, the value of the PSU’s shall be determined by EnCana’s relative ranking, with payments ranging from one to two times for PSU’s granted for the 2003 grant and one half to two times the PSU’s granted for the 2004 and 2005 grant.

 

PSU’s granted subsequent to 2003 are to be paid in common shares (2003 – paid in cash).

 

The following table summarizes the information about the PSU’s:

 

 

 

2005

 

2004

 

As at December 31

 

Outstanding PSU’s

 

Average
Share Price

 

Outstanding PSU’s

 

Average
Share Price

 

 

 

 

 

 

 

 

 

 

 

Canadian Dollar Denominated (C$)

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

3,294,206

 

26.71

 

252,566

 

23.26

 

Granted

 

1,734,089

 

38.13

 

3,381,580

 

26.98

 

Forfeited

 

(323,947

)

30.48

 

(339,940

)

26.76

 

Outstanding, End of Year

 

4,704,348

 

30.65

 

3,294,206

 

26.71

 

 

 

 

 

 

 

 

 

 

 

U.S. Dollar Denominated (US$)

 

 

 

 

 

 

 

 

 

Outstanding, Beginning of Year

 

449,230

 

20.56

 

 

 

Granted

 

390,171

 

30.92

 

500,448

 

20.56

 

Forfeited

 

(99,752

)

26.50

 

(51,218

)

20.56

 

Outstanding, End of Year

 

739,649

 

25.22

 

449,230

 

20.56

 

 

During the year, the Company recorded compensation costs of $91 million related to the outstanding PSU’s (2004 - $25 million; 2003 - $1 million).

 

At December 31, 2005, EnCana had approximately 5.5 million Common Shares held in trust for issuance upon vesting of the PSU’s.

 

35



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

NOTE 16.               FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

As a means of managing commodity price volatility, EnCana has entered into various financial instrument agreements and physical contracts. The following information presents all positions for financial instruments.

 

The following table summarizes the realized and unrealized gains and losses on risk management activities:

 

 

 

Realized Gain (Loss)

 

As at December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

(684

)

$

(662

)

$

(318

)

Operating Expenses and Other

 

31

 

28

 

34

 

Loss on Risk Management – Continuing Operations

 

(653

)

(634

)

(284

)

Loss on Risk Management – Discontinued Operations

 

(126

)

(410

)

(20

)

 

 

$

(779

)

$

(1,044

)

$

(304

)

 

 

 

Unrealized Gain (Loss)

 

As at December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

$

(466

)

$

(198

)

$

 

Operating Expenses and Other

 

(3

)

7

 

 

Loss on Risk Management – Continuing Operations

 

(469

)

(191

)

 

Gain (Loss) on Risk Management – Discontinued Operations

 

50

 

(70

)

 

 

 

$

(419

)

$

(261

)

$

 

 

Amounts Recognized on Transition

 

Upon initial adoption of the current accounting policy for risk management instruments on January 1, 2004, the fair value of all outstanding financial instruments that were not considered accounting hedges was recorded in the Consolidated Balance Sheet with an offsetting net deferred loss amount (the “transition amount”). The transition amount is recognized into net earnings over the life of the related contracts. Changes in fair value after that time are recorded in the Consolidated Balance Sheet with the associated unrealized gain or loss recorded in net earnings.

 

At December 31, 2005, a net unrealized gain remains to be recognized over the next three years as follows:

 

 

 

Unrealized Gain

 

2006

 

 

 

 

 

Three months ended March 31

 

$

4

 

 

 

Three months ended June 30

 

7

 

 

 

Three months ended September 30

 

7

 

 

 

Three months ended December 31

 

6

 

 

 

Total to be recognized in 2006

 

 

 

$

24

 

 

 

 

 

 

 

2007

 

15

 

 

 

2008

 

1

 

 

 

Total to be recognized in 2007 through to 2008

 

 

 

16

 

Total to be recognized

 

 

 

$

40

 

 

36



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Fair Value of Outstanding Risk Management Positions

 

The following table presents a reconciliation of the change in the unrealized amounts during 2005:

 

 

 

Net Deferred
Amounts
Recognized
on Transition

 

Fair
Market
Value

 

Total
Unrealized
Gain (Loss)

 

 

 

 

 

 

 

 

 

Fair Value of Contracts and Premiums Paid, Beginning of Year

 

$

(72

)

$

(189

)

$

 

Change in Fair Value of Contracts in Place at Beginning of Year and Contracts entered into During 2005

 

 

(1,230

)

(1,230

)

Fair Value of Contracts In Place at Transition Expired During 2005

 

32

 

 

32

 

Fair Value of Contracts Realized During 2005

 

 

779

 

779

 

Fair Value of Contracts Outstanding

 

$

(40

)

$

(640

)

$

(419

)

Unamortized Premiums Paid on Collars and Options

 

 

 

316

 

 

 

Fair Value of Contracts and Premiums Paid, End of Year

 

 

 

$

(324

)

 

 

Amounts Allocated to Continuing Operations

 

$

(40

)

$

(304

)

$

(469

)

Amounts Allocated to Discontinued Operations

 

 

(20

)

50

 

 

 

$

(40

)

$

(324

)

$

(419

)

 

At December 31, 2005, the remaining net deferred amounts recognized on transition and the risk management amounts are recorded in the Consolidated Balance Sheet as follows:

 

As at December 31

 

2005

 

 

 

 

 

Remaining Deferred Amount Recognized on Transition

 

 

 

Accounts receivable and accrued revenues

 

$

1

 

Investments and other assets

 

1

 

 

 

 

 

Accounts payable and accrued liabilities

 

25

 

Other liabilities

 

17

 

Net Deferred Gain – Continuing Operations

 

$

40

 

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Risk Management

 

 

 

 

 

Current asset

 

$

495

 

$

317

 

Long-term asset

 

530

 

87

 

 

 

 

 

 

 

Current liability

 

1,227

 

224

 

Long-term liability

 

102

 

192

 

Net Risk Management Liability – Continuing Operations

 

(304

)

(12

)

Net Risk Management Liability – Discontinued Operations

 

(20

)

(67

)

 

 

$

(324

)

$

(79

)

 

A summary of all unrealized estimated fair value financial positions is as follows:

 

As at December 31

 

Note

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Commodity Price Risk

 

A

 

 

 

 

 

Natural gas

 

 

 

$

(247

)

$

105

 

Crude oil

 

 

 

(66

)

(143

)

Power

 

 

 

 

2

 

Credit Derivatives

 

C

 

(1

)

 

Interest Rate Risk

 

B

 

10

 

24

 

Total Fair Value Positions – Continuing Operations

 

 

 

(304

)

(12

)

Total Fair Value Positions – Discontinued Operations

 

 

 

(20

)

(67

)

 

 

 

 

$

(324

)

$

(79

)

 

37



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

A)           Commodity Price Risk

 

Natural Gas

 

At December 31, 2005 the Company’s gas risk management activities from financial contracts had an unrealized loss of $(500) million and a fair market value position of $(267) million. The contracts were as follows:

 

 

 

Notional
Volumes
(MMcf/d)

 

Term

 

Average Price

 

Fair
Market
Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales Contracts

 

 

 

 

 

 

 

 

 

 

 

Fixed Price Contracts

 

 

 

 

 

 

 

 

 

 

 

NYMEX Fixed Price

 

525

 

2006

 

5.65

 

US$/Mcf

 

$

(954

)

Colorado Interstate Gas (CIG)

 

100

 

2006

 

4.44

 

US$/Mcf

 

(151

)

Houston Ship Channel (HSC)

 

90

 

2006

 

5.08

 

US$/Mcf

 

(146

)

Other

 

81

 

2006

 

4.58

 

US$/Mcf

 

(126

)

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Fixed Price

 

240

 

2007

 

7.76

 

US$/Mcf

 

(203

)

 

 

 

 

 

 

 

 

 

 

 

 

Collars and Other Options

 

 

 

 

 

 

 

 

 

 

 

Purchased NYMEX Put Options

 

2,602

 

2006

 

7.76

 

US$/Mcf

 

(73

)

 

 

 

 

 

 

 

 

 

 

 

 

Purchased NYMEX Put Options

 

240

 

2007

 

6.00

 

US$/Mcf

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

 

Basis Contracts

 

 

 

 

 

 

 

 

 

 

 

Fixed NYMEX to AECO basis

 

799

 

2006

 

(0.69

)

US$/Mcf

 

217

 

Fixed NYMEX to Rockies basis

 

324

 

2006

 

(0.58

)

US$/Mcf

 

162

 

Fixed NYMEX to CIG basis

 

301

 

2006

 

(0.83

)

US$/Mcf

 

133

 

Other

 

182

 

2006

 

(0.36

)

US$/Mcf

 

52

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Rockies to CIG basis

 

12

 

2007

 

(0.10

)

US$/Mcf

 

 

Fixed NYMEX to AECO basis

 

735

 

2007

 

(0.71

)

US$/Mcf

 

101

 

Fixed NYMEX to Rockies basis

 

538

 

2007

 

(0.65

)

US$/Mcf

 

232

 

Fixed NYMEX to CIG basis

 

390

 

2007

 

(0.76

)

US$/Mcf

 

164

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed NYMEX to AECO basis

 

191

 

2008

 

(0.78

)

US$/Mcf

 

12

 

Fixed NYMEX to Rockies basis

 

162

 

2008

 

(0.59

)

US$/Mcf

 

52

 

Fixed NYMEX to CIG basis

 

40

 

2008-2009

 

(0.68

)

US$/Mcf

 

23

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase Contracts

 

 

 

 

 

 

 

 

 

 

 

Fixed Price Contract – Waha Purchase

 

23

 

2006

 

5.32

 

US$/Mcf

 

33

 

 

 

 

 

 

 

 

 

 

 

(477

)

Gas Storage Optimization Financial Positions

 

 

 

 

 

 

 

 

 

(20

)

Gas Marketing Financial Positions (1)

 

 

 

 

 

 

 

 

 

(3

)

Total Unrealized Loss on Financial Contracts

 

 

 

 

 

 

 

 

 

(500

)

Unamortized Premiums Paid on Options

 

 

 

 

 

 

 

 

 

233

 

Total Fair Value Positions

 

 

 

 

 

 

 

 

 

$

(267

)

 

 

 

 

 

 

 

 

 

 

 

 

Total Fair Value Positions – Continuing Operations

 

 

 

 

 

 

 

 

 

(247

)

Total Fair Value Positions – Discontinued Operations

 

 

 

 

 

 

 

 

 

(20

)

Total Fair Value Positions

 

 

 

 

 

 

 

 

 

$

(267

)

 


(1)         The gas marketing activities are part of the daily ongoing operations of the Company’s proprietary production management.

 

38



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

Crude Oil

 

As at December 31, 2005, the Company’s oil risk management activities from all financial contracts had an unrealized loss of $(149) million and a fair market value position of $(66) million. The contracts were as follows:

 

 

 

Notional
Volumes
(bbls/d)

 

Term

 

Average Price

 

Fair Market Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed WTI NYMEX Price

 

15,000

 

2006

 

34.56

 

US$/bbl

 

$

(153

)

Unwind WTI NYMEX Fixed Price

 

(1,300

)

2006

 

52.75

 

US$/bbl

 

5

 

Purchased WTI NYMEX Put Options

 

57,000

 

2006

 

50.00

 

US$/bbl

 

(10

)

Purchased WTI NYMEX Call Options

 

(13,700

)

2006

 

61.24

 

US$/bbl

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased WTI NYMEX Put Options

 

43,000

 

2007

 

44.44

 

US$/bbl

 

(6

)

 

 

 

 

 

 

 

 

 

 

(150

)

Other Financial Positions(1)

 

 

 

 

 

 

 

 

 

1

 

Total Unrealized Loss on Financial Contracts

 

 

 

 

 

 

 

 

 

(149

)

Unamortized Premiums Paid on Options

 

 

 

 

 

 

 

 

 

83

 

Total Fair Value Positions

 

 

 

 

 

 

 

 

 

$

(66

)

 

 

 

 

 

 

 

 

 

 

 

 

Total Fair Value Positions – Continuing Operations

 

 

 

 

 

 

 

 

 

$

(66

)

Total Fair Value Positions – Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(66

)

 


(1)                     Other financial positions are part of the daily ongoing operations of the Company’s proprietary production management.

 

B)           Interest Rate Risk

 

The Company has entered into various derivative contracts to manage the Company’s interest rate exposure on debt instruments. The impact of these transactions is described in Note 6.

 

The unrealized gains on the outstanding financial instruments were as follows:

 

 

 

Unrealized Gain

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

5.80% Medium Term Notes

 

$

7

 

$

11

 

7.50% Medium Term Notes

 

3

 

5

 

8.75% Debenture

 

 

8

 

 

 

$

10

 

$

24

 

 

At December 31, 2005, the increase or decrease in net earnings for each one percent change in interest rates on floating rate debt amounts to $10 million (2004 - $13 million).

 

C)           Fair Value of Financial Assets and Liabilities

 

The fair values of financial instruments not recorded at their fair values that are included in the Consolidated Balance Sheet, other than long-term borrowings, approximate their carrying amount due to the short-term maturity of those instruments.

 

The estimated fair values of long-term borrowings have been determined based on market information where available, or by discounting future payments of interest and principal at estimated interest rates that would be available to the Company at year end.

 

39



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

 

 

2005

 

2004

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

As at December 31

 

Amount

 

Value

 

Amount

 

Value

 

 

 

 

 

 

 

 

 

 

 

Financial Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

105

 

$

105

 

$

593

 

$

593

 

Accounts receivable

 

1,851

 

1,851

 

1,566

 

1,566

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

Accounts payable, income taxes payable

 

$

3,133

 

$

3,133

 

$

2,099

 

$

2,099

 

Long-term debt

 

6,776

 

7,180

 

7,930

 

8,479

 

 

D)           Credit Risk

 

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. The Board of Directors has approved a credit policy governing the Company’s credit portfolio and procedures are in place to ensure adherence to this policy.

 

With respect to counterparties to financial instruments, the Company partially mitigates associated credit risk by limiting transactions to counterparties with investment grade credit ratings and net settlements where appropriate. At December 31, 2005, EnCana has three counterparties whose net settlement position individually account for more than 10 percent of the fair value of the outstanding in-the-money net financial instrument contracts by counterparty.

 

All foreign currency agreements are with major financial institutions in Canada and the United States or with counterparties having investment grade credit ratings.

 

NOTE 17.               SUPPLEMENTARY INFORMATION

 

A)           Per Share Amounts

 

The following table summarizes the Common Shares used in calculating Net Earnings per Common Share.

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding – Basic

 

868.3

 

920.8

 

948.2

 

Effect of Stock Options and Other Dilutive Securities

 

20.9

 

15.2

 

11.2

 

Weighted Average Common Shares Outstanding – Diluted

 

889.2

 

936.0

 

959.4

 

 

Information related to common shares and stock options has been restated to reflect the effect of the common share split approved in April 2005.

 

B)           Net Change in Non-Cash Working Capital from Continuing Operations

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Accounts receivable and accrued revenues

 

$

(146

)

$

825

 

$

(697

)

Inventories

 

(34

)

(22

)

68

 

Accounts payable and accrued liabilities

 

654

 

585

 

(169

)

Income taxes payable

 

23

 

177

 

54

 

 

 

$

497

 

$

1,565

 

$

(744

)

Investing Activities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

330

 

$

(29

)

$

(112

)

 

40



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

C)           Supplementary Cash Flow Information – Continuing Operations

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Interest Paid

 

$

522

 

$

402

 

$

285

 

Income Taxes Paid (Received)

 

$

1,096

 

$

136

 

$

(127

)

 

NOTE 18.               COMMITMENTS AND CONTINGENCIES

 

Commitments

 

As at December 31, 2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

Thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipeline Transportation

 

$

339

 

$

305

 

$

255

 

$

208

 

$

196

 

$

850

 

$

2,153

 

Purchases of Goods and Services

 

230

 

220

 

137

 

97

 

41

 

33

 

758

 

Product Purchases

 

33

 

23

 

22

 

22

 

22

 

98

 

220

 

Operating Leases

 

48

 

46

 

40

 

33

 

32

 

132

 

331

 

Capital Commitments

 

92

 

24

 

5

 

 

 

38

 

159

 

Total

 

$

742

 

$

618

 

$

459

 

$

360

 

$

291

 

$

1,151

 

$

3,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product Sales

 

$

61

 

$

64

 

$

68

 

$

40

 

$

42

 

$

300

 

$

575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

$

(331

)

$

27

 

$

40

 

$

59

 

$

102

 

$

793

 

$

690

 

 

In addition to the above, the Company has made commitments related to its risk management program (see Note 16).

 

Contingencies

 

Legal Proceedings

 

The Company is involved in various legal claims associated with the normal course of operations. The Company believes it has made adequate provision for such legal claims.

 

Discontinued Merchant Energy Operations

 

California

 

As disclosed previously, in July 2003, the Company’s indirect wholly owned U.S. marketing subsidiary, WD Energy Services Inc. (“WD”), concluded a settlement with the U.S. Commodity Futures Trading Commission (“CFTC”) of a previously disclosed CFTC investigation whereby WD agreed to pay a civil monetary penalty in the amount of $20 million without admitting or denying the findings in the CFTC’s order.

 

EnCana Corporation and WD are defendants in a lawsuit filed by E. & J. Gallo Winery in the United States District Court in California, further described below. The Gallo lawsuit claims damages in excess of $30 million. California law allows for the possibility that the amount of damages assessed could be tripled.

 

Along with other energy companies, EnCana Corporation and WD are defendants in several other lawsuits relating to sales of natural gas in California from 1999 to 2002 (some of which are class actions and some of which are brought by individual parties on their own behalf). As is customary, these lawsuits do not specify the precise amount of damages claimed. The Gallo and other California lawsuits contain allegations that the defendants engaged in a conspiracy with unnamed competitors in the natural gas and derivatives market in California in violation of U.S. and California anti-trust and unfair competition laws.

 

41



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

In all but one of the class actions in the United States District Court and in the Gallo action, decisions dealing with the issue of whether the scope of the Federal Energy Regulatory Commission’s exclusive jurisdiction over natural gas prices precludes the plaintiffs from maintaining their claims are on appeal to the United States Court of Appeals for the Ninth Circuit.

 

Without admitting any liability in the lawsuits, in November 2005, WD has agreed to pay $20.5 million to settle the class action lawsuits that were consolidated in San Diego Superior Court, subject to final documentation and approval by the San Diego Superior Court. The individual parties who had brought their own actions are not parties to this settlement.

 

New York

 

WD is also a defendant in a consolidated class action lawsuit filed in the United States District Court in New York. The consolidated New York lawsuit claims that the defendants’ alleged manipulation of natural gas price indices affected natural gas futures and option contracts traded on the NYMEX from 2000 to 2002. EnCana Corporation was dismissed from the New York lawsuit, leaving WD and several other companies unrelated to EnCana Corporation as the remaining defendants. Without admitting any liability in the lawsuit, WD has agreed to pay a maximum of $9.1 million to settle the New York class action lawsuit, subject to final documentation and approval by the New York District Court.

 

Based on the aforementioned settlements, during the fourth quarter of 2005 a total of $30 million was recorded, which amount has been included in Administrative costs in the Net Earnings from Discontinued Operations. EnCana Corporation and WD intend to vigorously defend against the remaining outstanding claims; however, the Company cannot predict the outcome of these proceedings or any future proceedings against the Company, whether these proceedings would lead to monetary damages which could have a material adverse effect on the Company’s financial position, or whether there will be other proceedings arising out of these allegations.

 

Asset Retirement

 

The Company is responsible for the retirement of long-lived assets related to its oil and gas properties and Midstream facilities at the end of their useful lives. The Company has recognized a liability of $816 million based on current legislation and estimated costs. Actual costs may differ from those estimated due to changes in legislation and changes in costs.

 

Income Tax Matters

 

The operations of the Company are complex, and related tax interpretations, regulations and legislation in the various jurisdictions that the Company operates in are continually changing. As a result, there are usually some tax matters under review. The Company believes that the provision for taxes is adequate.

 

42



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

NOTE 19.               UNITED STATES ACCOUNTING PRINCIPLES AND REPORTING

 

The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) which, in most respects, conform to accounting principles generally accepted in the United States (“U.S. GAAP”). The significant differences between Canadian GAAP and U.S. GAAP are described in this note.

 

RECONCILIATION OF NET EARNINGS UNDER CANADIAN GAAP TO U.S. GAAP

 

For the years ended December 31

 

Note

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net Earnings – Canadian GAAP

 

 

 

$

3,426

 

$

3,513

 

$

2,360

 

Less:

 

 

 

 

 

 

 

 

 

Net Earnings From Discontinued Operations – Canadian GAAP

 

 

 

597

 

1,420

 

222

 

Net Earnings From Continuing Operations – Canadian GAAP

 

 

 

2,829

 

2,093

 

2,138

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) under U.S. GAAP:

 

 

 

 

 

 

 

 

 

Revenues, net of royalties

 

B

 

(217

)

345

 

(101

)

Operating

 

B

 

1

 

(3

)

 

Depreciation, depletion and amortization

 

A

 

55

 

31

 

14

 

Interest, net

 

B

 

(16

)

(41

)

70

 

Stock-based compensation - options

 

C

 

(12

)

(5

)

(1

)

Income tax expense

 

E

 

59

 

(105

)

7

 

Net Earnings From Continuing Operations – U.S. GAAP

 

 

 

2,699

 

2,315

 

2,127

 

Net Earnings From Discontinued Operations – U.S. GAAP

 

 

 

553

 

1,418

 

156

 

Net Earnings Before Change in Accounting Policy – U.S. GAAP

 

 

 

3,252

 

3,733

 

2,283

 

Cumulative Effect of Change in Accounting Policy, net of tax

 

G

 

 

 

66

 

Net Earnings – U.S. GAAP

 

 

 

$

3,252

 

$

3,733

 

$

2,349

 

 

 

 

 

 

 

 

 

 

 

Net Earnings per Common Share Before Change in Accounting Policy – U.S. GAAP

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

3.75

 

$

4.05

 

$

2.41

 

Diluted

 

 

 

$

3.66

 

$

3.99

 

$

2.38

 

Net Earnings per Common Share Including Cumulative Effect of Change in Accounting Policy – U.S. GAAP

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

3.75

 

$

4.05

 

$

2.48

 

Diluted

 

 

 

$

3.66

 

$

3.99

 

$

2.45

 

 

43



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

CONSOLIDATED STATEMENT OF EARNINGS – U.S. GAAP

 

For the years ended December 31

 

Note

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Revenues, Net of Royalties

 

B

 

$

14,049

 

$

10,604

 

$

8,420

 

Expenses

 

 

 

 

 

 

 

 

 

Production and mineral taxes

 

 

 

453

 

311

 

164

 

Transportation and selling

 

 

 

538

 

490

 

476

 

Operating

 

B

 

1,437

 

1,102

 

965

 

Purchased product

 

 

 

4,159

 

3,092

 

2,572

 

Depreciation, depletion and amortization

 

A,G

 

2,714

 

2,348

 

1,953

 

Administrative

 

 

 

268

 

197

 

173

 

Interest, net

 

B

 

540

 

439

 

214

 

Accretion of asset retirement obligation

 

G

 

37

 

22

 

17

 

Foreign exchange (gain) loss, net

 

 

 

(24

)

(412

)

(603

)

Stock-based compensation - options

 

C

 

27

 

22

 

19

 

Gain on divestitures

 

 

 

 

(59

)

(1

)

Net Earnings Before Income Tax

 

 

 

3,900

 

3,052

 

2,471

 

Income tax expense

 

E

 

1,201

 

737

 

344

 

Net Earnings From Continuing Operations – U.S. GAAP

 

 

 

2,699

 

2,315

 

2,127

 

Net Earnings From Discontinued Operations – U.S. GAAP

 

A,B

 

553

 

1,418

 

156

 

Net Earnings Before Change in Accounting Policy – U.S. GAAP

 

 

 

3,252

 

3,733

 

2,283

 

Cumulative Effect of Change in Accounting Policy, net of tax

 

G

 

 

 

66

 

Net Earnings - U.S. GAAP

 

 

 

$

3,252

 

$

3,733

 

$

2,349

 

 

 

 

 

 

 

 

 

 

 

Net Earnings From Continuing Operations per Common Share
U.S. GAAP

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

3.11

 

$

2.51

 

$

2.24

 

Diluted

 

 

 

$

3.04

 

$

2.47

 

$

2.22

 

Net Earnings From Discontinued Operations per Common Share
U.S. GAAP

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

0.64

 

$

1.54

 

$

0.17

 

Diluted

 

 

 

$

0.62

 

$

1.52

 

$

0.16

 

Net Earnings per Common Share Before Change in Accounting Policy – U.S. GAAP

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

3.75

 

$

4.05

 

$

2.41

 

Diluted

 

 

 

$

3.66

 

$

3.99

 

$

2.38

 

Net Earnings per Common Share Including Cumulative Effect of Change in Accounting Policy – U.S. GAAP

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

3.75

 

$

4.05

 

$

2.48

 

Diluted

 

 

 

$

3.66

 

$

3.99

 

$

2.45

 

 

44



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

For the years ended December 31

 

Note

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net Earnings – U.S. GAAP

 

 

 

$

3,252

 

$

3,733

 

$

2,349

 

Change in Fair Value of Financial Instruments

 

B,F

 

 

 

4

 

Foreign Currency Translation Adjustment

 

D

 

573

 

420

 

1,046

 

Change in Accounting Policy

 

 

 

 

 

6

 

Comprehensive Income

 

 

 

$

3,825

 

$

4,153

 

$

3,405

 

 

CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME

 

For the years ended December 31

 

Note

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Balance, Beginning of Year

 

 

 

$

1,025

 

$

605

 

$

(451

)

Change in Fair Value of Financial Instruments

 

B,F

 

 

 

4

 

Foreign Currency Translation Adjustment

 

D

 

573

 

420

 

1,046

 

Change in Accounting Policy

 

 

 

 

 

6

 

Balance, End of Year

 

 

 

$

1,598

 

$

1,025

 

$

605

 

 

CONSOLIDATED STATEMENT OF RETAINED EARNINGS

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Retained Earnings, Beginning of Year

 

$

7,955

 

$

5,076

 

$

3,325

 

Net Earnings

 

3,252

 

3,733

 

2,349

 

Dividends on Common Shares

 

(238

)

(183

)

(139

)

Charges for Normal Issuer Bid

 

(1,642

)

(671

)

(468

)

Change in Accounting Policy

 

 

 

9

 

Retained Earnings, End of Year

 

$

9,327

 

$

7,955

 

$

5,076

 

 

45



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

CONDENSED CONSOLIDATED BALANCE SHEET

 

 

 

 

 

2005

 

2004

 

As at December 31

 

Note

 

As reported

 

U.S. GAAP

 

As reported

 

U.S. GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

A,B

 

$

3,604

 

$

3,603

 

$

3,505

 

$

3,497

 

Property, Plant and Equipment (includes unproved properties of $2,470 and $2,740 as of December 31, 2005 and 2004, respectively)

 

A,G

 

39,339

 

39,224

 

33,838

 

33,725

 

Accumulated Depreciation, Depletion and Amortization

 

 

 

(14,458

)

(14,383

)

(11,335

)

(11,318

)

Property, Plant and Equipment, net (Full Cost Method for Oil and Gas Activities)

 

 

 

24,881

 

24,841

 

22,503

 

22,407

 

Investments and Other Assets

 

B

 

496

 

491

 

334

 

330

 

Risk Management

 

B

 

530

 

530

 

87

 

87

 

Assets of Discontinued Operations

 

 

 

2,113

 

2,113

 

2,325

 

2,310

 

Goodwill

 

 

 

2,524

 

2,524

 

2,459

 

2,459

 

 

 

 

 

$

34,148

 

$

34,102

 

$

31,213

 

$

31,090

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

A,B

 

$

4,871

 

$

4,821

 

$

2,947

 

$

2,950

 

Long-Term Debt

 

 

 

6,703

 

6,703

 

7,742

 

7,742

 

Other Liabilities

 

B

 

93

 

22

 

118

 

64

 

Risk Management

 

B

 

102

 

102

 

192

 

178

 

Asset Retirement Obligation

 

G

 

816

 

816

 

611

 

611

 

Liabilities of Discontinued Operations

 

A,B

 

267

 

267

 

213

 

172

 

Future Income Taxes

 

E,G

 

5,289

 

5,153

 

5,082

 

5,038

 

 

 

 

 

18,141

 

17,884

 

16,905

 

16,755

 

Share Capital

 

C

 

 

 

 

 

 

 

 

 

Common Shares, no par value

 

 

 

5,131

 

5,160

 

5,299

 

5,317

 

Outstanding: 2005 – 854.9 million shares

 

 

 

 

 

 

 

 

 

 

 

2004 – 900.6 million shares

 

 

 

 

 

 

 

 

 

 

 

Share Options, net

 

 

 

 

 

10

 

10

 

Paid in Surplus

 

 

 

133

 

133

 

28

 

28

 

Retained Earnings

 

 

 

9,481

 

9,327

 

7,935

 

7,955

 

Foreign Currency Translation Adjustment

 

D

 

1,262

 

 

1,036

 

 

Accumulated Other Comprehensive Income

 

 

 

 

1,598

 

 

1,025

 

 

 

 

 

16,007

 

16,218

 

14,308

 

14,335

 

 

 

 

 

$

34,148

 

$

34,102

 

$

31,213

 

$

31,090

 

 

The following table summarizes the assets and liabilities of discontinued operations included in current assets and current liabilities:

 

 

 

 

 

2005

 

2004

 

As at December 31

 

Note

 

As reported

 

U.S. GAAP

 

As reported

 

U.S. GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets of Discontinued Operations

 

A,B

 

$

3,163

 

$

3,163

 

$

3,296

 

$

3,284

 

Liabilities of Discontinued Operations

 

A,B

 

705

 

680

 

649

 

723

 

 

46



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS – U.S. GAAP

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net earnings from continuing operations

 

$

2,699

 

$

2,315

 

$

2,127

 

Depreciation, depletion and amortization

 

2,714

 

2,348

 

1,953

 

Future income taxes

 

(4

)

178

 

463

 

Unrealized loss (gain) on risk management

 

668

 

(116

)

31

 

Unrealized foreign exchange gain

 

(50

)

(285

)

(545

)

Accretion of asset retirement obligation

 

37

 

22

 

17

 

Gain on divestitures

 

 

(59

)

(1

)

Other

 

174

 

99

 

57

 

Cash flow from discontinued operations

 

464

 

478

 

357

 

Net change in other assets and liabilities

 

(281

)

(176

)

(84

)

Net change in non-cash working capital from continuing operations

 

497

 

1,565

 

(744

)

Net change in non-cash working capital from discontinued operations

 

(187

)

(1,778

)

673

 

Cash From Operating Activities

 

$

6,731

 

$

4,591

 

$

4,304

 

 

 

 

 

 

 

 

 

Cash Used in Investing Activities

 

$

(3,942

)

$

(4,259

)

$

(3,729

)

 

 

 

 

 

 

 

 

Cash (Used in) From Financing Activities

 

$

(3,275

)

$

163

 

$

(542

)

 

Notes:

 


A)           Full Cost Accounting

 

The full cost method of accounting for crude oil and natural gas operations under Canadian GAAP and U.S. GAAP differ in the following respects. Under U.S. GAAP, a ceiling test is applied to ensure the unamortized capitalized costs in each cost centre do not exceed the sum of the present value, discounted at 10 percent, of the estimated unescalated future net operating revenue from proved reserves plus unimpaired unproved property costs less future development costs, related production costs and applicable taxes. Under Canadian GAAP, a similar ceiling test calculation is performed with the exception that cash flows from proved reserves are undiscounted and utilize forecast pricing to determine whether impairment exists. Any impairment amount is measured using the fair value of proved and probable reserves.

 

In computing its consolidated net earnings for U.S. GAAP purposes, the Company recorded additional depletion in 2001 and certain years prior to 2001 as a result of the application of the ceiling test. These charges were not required under the Canadian GAAP ceiling tests. As a result, the depletion base of unamortized capitalized costs is less for U.S. GAAP purposes.

 

Effective January 1, 2004, the Canadian Accounting Standard’s Board amended the Full Cost Accounting Guideline. Under Canadian GAAP, depletion charges are calculated by reference to proved reserves estimated using estimated future prices and costs. Under U.S. GAAP, depletion charges are calculated by reference to proved reserves estimated using constant prices.

 

B)           Derivative Instruments and Hedging

 

On January 1, 2004, the Company implemented under Canadian GAAP, EIC 128 “Accounting For Trading, Speculative or Non-Hedging Derivative Financial Instruments” which requires derivatives not designated as hedges to be recorded in the balance sheet as either assets or liabilities at their fair value. Changes in the derivative’s fair value are recognized in current period earnings. Under the transitional rules any gain or loss at the implementation date is deferred and recognized into revenue once realized. Currently, Management has not designated any of the financial instruments as hedges.

 

47



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The adoption of EIC 128 at January 1, 2004 resulted in the recognition of a $235 million deferred loss which will be recognized into earnings when realized. As at December 31, 2005, under Canadian GAAP a $40 million deferred gain remains.

 

For U.S. GAAP, the Company adopted Statement of Financial Accounting Standards (“SFAS”) 133 effective January 1, 2001. SFAS 133 requires that all derivatives be recorded in the balance sheet as either assets or liabilities at their fair value. Changes in the derivative’s fair value are recognized in current period earnings unless specific hedge accounting criteria are met. Management has currently not designated any of the financial instruments as hedges for U.S. GAAP purposes under SFAS 133.

 

Unrealized gain/(loss) on derivatives related to:

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Commodity Prices (Revenues, net of royalties)

 

$

(703

)

$

76

 

$

(205

)

Interest and Currency Swaps (Interest, net)

 

(9

)

(29

)

70

 

Total Unrealized (Loss) Gain

 

$

(712

)

$

47

 

$

(135

)

 

 

 

 

 

 

 

 

Amounts Allocated to Continuing Operations

 

$

(668

)

$

116

 

$

(31

)

Amounts Allocated to Discontinued Operations

 

(44

)

(69

)

(104

)

 

 

$

(712

)

$

47

 

$

(135

)

 

As at December 31, 2005, it is estimated that over the following 12 months, $0.08 million ($0.05 million, net of tax) will be reclassified into net earnings from other comprehensive income.

 

C)           Stock-based Compensation – CPL Reorganization

 

Under Canadian GAAP, compensation costs have been recognized in the financial statements for stock options granted to employees and directors in 2003. For the effect of stock-based compensation on the Canadian GAAP financial statements, which would be the same adjustment under U.S. GAAP, see Note 15.

 

Under Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 44 “Accounting for Certain Transactions involving Stock Compensation”, compensation expense must be recorded if the intrinsic value of the stock options is not exactly the same immediately before and after an equity restructuring. As part of the corporate reorganization of Canadian Pacific Ltd.(“CPL”), an equity restructuring occurred which resulted in CPL stock options being replaced with stock options granted by EnCana as described in Note 15. This resulted in the replacement options having a different intrinsic value after the restructuring than prior to the restructuring. Canadian GAAP does not require revaluation of these options.

 

D)           Foreign Currency Translation Adjustments

 

U.S. GAAP requires gains or losses arising from the translation of self-sustaining operations to be included in other comprehensive income. Canadian GAAP requires these amounts to be recorded in Shareholders’ Equity.

 

E)           Future Income Taxes

 

Under U.S. GAAP, enacted tax rates are used to calculate future taxes, whereas Canadian GAAP uses substantively enacted tax rates.

 

The future income tax adjustments included in the Reconciliation of Net Earnings under Canadian GAAP to U.S. GAAP and the Condensed Consolidated Balance Sheet include the effect of such rate differences, if any, as well as the tax effect of the other reconciling items noted.

 

48



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

The following table provides a reconciliation of the statutory rate to the actual tax rate:

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Net Earnings Before Income Tax – U.S. GAAP

 

$

3,900

 

$

3,052

 

$

2,471

 

Canadian Statutory Rate

 

37.9

%

39.1

%

41.0

%

Expected Income Tax

 

1,478

 

1,193

 

1,013

 

Effect on Taxes Resulting from:

 

 

 

 

 

 

 

Non-deductible Canadian crown payments

 

207

 

192

 

231

 

Canadian resource allowance

 

(202

)

(246

)

(258

)

Canadian resource allowance on unrealized risk management losses

 

 

(10

)

 

Statutory and other rate differences

 

(235

)

(50

)

(44

)

Effect of tax rate reductions

 

 

(109

)

(359

)

Non-taxable capital gains

 

(24

)

(91

)

(119

)

Previously unrecognized capital losses

 

 

17

 

(119

)

Tax basis retained on divestitures

 

(68

)

(169

)

 

Large corporations tax

 

25

 

24

 

27

 

Other

 

20

 

(14

)

(28

)

Income Tax – U.S. GAAP

 

$

1,201

 

$

737

 

$

344

 

Effective Tax Rate

 

30.7

%

24.1

%

13.9

%

 

The net future income tax liability is comprised of:

 

As at December 31

 

2005

 

2004

 

 

 

 

 

 

 

Future Tax Liabilities

 

 

 

 

 

Property, plant and equipment in excess of tax values

 

$

4,407

 

$

4,354

 

Timing of partnership items

 

1,226

 

975

 

 

 

 

 

 

 

Future Tax Assets

 

 

 

 

 

Net operating losses carried forward

 

(47

)

(103

)

Other

 

(433

)

(188

)

Net Future Income Tax Liability

 

$

5,153

 

$

5,038

 

 

F)           Other Comprehensive Income

 

U.S. GAAP requires the disclosure, as other comprehensive income, of changes in equity during the period from transaction and other events from non-owner sources. Canadian GAAP does not require similar disclosure. Other comprehensive income arose from the transition adjustment resulting from the January 1, 2001 adoption of SFAS 133. At December 31, 2005, accumulated other comprehensive income related to these items was a loss of $4.8 million, net of tax.

 

G)           Asset Retirement Obligation

 

In 2003, the Company early adopted the Canadian accounting standard for asset retirement obligations, as outlined in the CICA handbook section 3110. This standard is equivalent to U.S. SFAS 143 “Accounting for Asset Retirement Obligations”, which was effective for fiscal periods beginning on or after January 1, 2003. Early adopting the Canadian standard eliminated a U.S. GAAP reconciling item in respect to accounting for the obligation, however a difference is created in how the transition amounts are disclosed.

 

49



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PREPARED USING CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

ALL AMOUNTS IN US$ MILLIONS, UNLESS OTHERWISE INDICATED

 

U.S. GAAP requires the cumulative impact of a change in an accounting policy be presented in the current year Consolidated Statement of Earnings and prior periods not be restated.

 

H)          Consolidated Statement of Cash Flows

 

Under U.S. GAAP, separate subtotals within cash flow from operating activities are not presented. Certain items presented as investing or financing activities under Canadian GAAP are required to be presented as operating activities under U.S. GAAP.

 

I)               Dividends Declared on Common Stock

 

For the years ended December 31

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Dividends per share

 

$

0.28

 

$

0.20

 

$

0.15

 

 

J)             Recent Accounting Pronouncements

 

In the year end December 31, 2005, the Company adopted, for U.S. GAAP purposes, FIN 47, “Accounting for Conditional Asset Retirement Obligations” in order to address the diverse accounting practices which have developed with regard to the timing of recognition for asset retirement obligations. This interpretation did not have a material impact on its financial statements.

 

The Company has assessed new and revised accounting pronouncements that have been issued that are not yet effective and determined that the following may have a significant impact on the Company:

 

                  Beginning with the year ended December 31, 2006, the Company will be required to adopt, for U.S. GAAP purposes, revised SFAS 123 “Share-Based Payment”. This amended statement eliminates the alternative to use Accounting Principles Board (“APB”) Opinion No. 25’s intrinsic value method of accounting, as was provided in the originally issued Statement 123. As a result, public entities are required to use the grant-date fair value of the award in measuring the cost of employee services received in exchange for an equity award of equity instruments. Compensation cost is required to be recognized over the requisite service period. For liability awards, entities are required to re-measure the fair value of the award at each reporting date up until the settlement date. Changes in fair value of liability awards during the requisite service period are required to be recognized as compensation cost over the vesting period. Compensation cost is not recognized for equity instruments for which employees do not render the requisite service. Although the Company is in the process of assessing the impact of this amendment, the Company does not expect the amendments to have a material impact on its consolidated statements.

 

                  As of January 1, 2006, the Company will be required to adopt, for U.S. GAAP purposes, SFAS 154 “Accounting Changes and Error Corrections, a replacement of APB Opinion No.20 and SFAS 3”. SFAS 154 requires retrospective application of voluntary changes in accounting principles, unless it is impracticable. The Company does not expect this standard to have a material impact on its financial statements.

 

50


 

ADDITIONAL DISCLOSURE

 

Certifications and Disclosure Regarding Controls and Procedures.

 

(a)                                  Certifications.  See Exhibits 99.1 and 99.2 to this Annual Report on Form 40-F.

 

(b)                                 Disclosure Controls and Procedures.  As of the end of the registrant’s fiscal year ended December 31, 2005, an evaluation of the effectiveness of the registrant’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 the registrant’s management with the participation of the principal executive officer and principal financial officer.  Based upon that evaluation, the registrant’s principal executive officer and principal financial officer have concluded that as of the end of that fiscal year, the registrant’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the registrant 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 rules and forms and (ii) accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

 

It should be noted that while the registrant’s principal executive officer and principal financial officer believe that the registrant’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the registrant’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)                                  Changes in Internal Control Over Financial Reporting.  During the fiscal year ended December 31, 2005, there were no changes in the registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Notices Pursuant to Regulation BTR.

 

None.

 

Audit Committee Financial Expert.

 

The registrant’s board of directors has determined that Jane L. Peverett, a member of the registrant’s audit committee, 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.

 

40-F2



 

Code of Ethics.

 

The registrant has adopted a “code of ethics” (as that term is defined in Form 40-F), entitled the “Business Conduct and Ethics Practice” (the “Code of Ethics”), that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions (together, the “Financial Supervisors”).

 

The Code of Ethics is available for viewing on the registrant’s website at www.encana.com.

 

Since the adoption of the Code of Ethics, there have not been any amendments to the Code of Ethics or waivers, including implicit waivers, from any provision of the Code of Ethics.

 

Principal Accountant Fees and Services.

 

The required disclosure is included under the heading “Audit Committee Information-External Auditor Service Fees” in the registrant’s Annual Information Form for the fiscal year ended December 31, 2005, 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 the registrant’s Annual Information Form for the fiscal year ended December 31, 2005, filed as part of this Annual Report on Form 40-F.

 

Off-Balance Sheet Arrangements.

 

The required disclosure is included under the heading “Off-Balance Sheet Financing Arrangements” in the registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2005, filed as part of this Annual Report on Form 40-F.

 

Tabular Disclosure of Contractual Obligations.

 

The required disclosure is included under the heading “Contractual Obligations and Contingencies” in the registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2005, filed as part of this Annual Report on Form 40-F.

 

Identification of the Audit Committee.

 

The registrant 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:  Patrick D. Daniel, Barry W. Harrison, Dale A. Lucas, Jane L. Peverett, James M. Stanford and David P. O’Brien (ex officio).

 

40-F3



 

Disclosure Pursuant to the Requirements of the New York Stock Exchange.

 

Presiding Director at Meetings of Non-Management Directors

 

The registrant schedules regular executive sessions in which the registrant’s “non-management directors”  (as that term is defined in the rules of the New York Stock Exchange) meet without management participation.  Mr. David P. O’Brien serves as the presiding director (the “Presiding Director”) at such sessions.  Each of the registrant’s non-management directors is “unrelated” as such term is used in the rules of the Toronto Stock Exchange.

 

Communication with Non-Management Directors

 

Shareholders may send communications to the registrant’s non-management directors by writing to the Presiding Director, c/o Kerry D. Dyte, General Counsel and Corporate Secretary, EnCana Corporation, 1800, 855 - 2nd Street S.W., 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.

 

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.  The registrant 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 “Statement of Corporate Governance Practices” in the registrant’s Information Circular in connection with its 2006 Annual Meeting.  However, the registrant has not codified its corporate governance principles into formal guidelines in order to post them on its website.

 

Board Committee Mandates

 

The Mandates of the registrant’s audit committee, human resources and compensation committee, and nominating and corporate governance committee are each available for viewing on the registrant’s website at www.encana.com, and are available in print to any shareholder who requests them.  Requests for copies of these documents should be made by contacting:  Kerry D. Dyte, General Counsel and Corporate Secretary, EnCana Corporation, 1800, 855-2nd Street S.W., P.O. Box 2850, Calgary, Alberta, Canada T2P 2S5.  Alternatively, requests for these documents may be made by contacting the registrant’s Corporate Secretarial Department at (403) 645-2000 (Fax: (403) 645-4617).

 

40-F4



 

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 Securities and Exchange Commission (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 Company 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 Securities and Exchange Commission by an amendment to the Form F-X referencing the file number of the relevant registration statement.

 

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 17, 2006.

 

 

EnCana Corporation

 

 

 

 

 

 

 

 

By:

/s/ Thomas G. Hinton

 

 

Name:

Thomas G. Hinton

 

 

Title:

Treasurer

 

 

 

 

 

 

 

 

 

 

By:

/s/ Gerald T. Ince

 

 

Name:

Gerald T. Ince

 

 

Title:

Assistant Treasurer

 

 

40-F5



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

 

 

 

99.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) 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 DeGolyer and MacNaughton

 

 

 

99.9

 

Consent of GLJ Petroleum Consultants Ltd.

 




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