A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Notes to Financial Statements
1. Description of the Plan and Significant Accounting Policies
The following description of the Encana (USA) Retirement Plan (the Plan) provides only general information. Participants and all others should
refer to the Plan document for a more complete description of the Plans provisions.
A) General
The Plan is a
defined-contribution
plan established on September 1, 1999, under which employer contributions are
based on a fixed formula that is not related to profits and that is designated as a pension plan by the Plan Sponsor. Effective January 1, 2014 (Effective Date), the Plan Sponsor is Encana Services Company Ltd. (the
Company). Prior to the Effective Date, Alenco Inc. was the Plan Sponsor. All employees of Encana Services Company Ltd. (U.S. Branch) and Encana Oil & Gas (USA) Inc. are eligible to participate in the Plan. Eligibility to
participate begins with the first day of the month coincident with or following employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The Board of Directors of the Company administers the Plan. Effective March 14, 2014, Principal Financial Group (Principal) serves as
trustee, manages Plan assets and maintains the Plans records. Principal offers Plan participants a variety of investment options. Individual accounts are invested in the various investment options at the direction of the participants. Prior to
March 14, 2014, Great-West Life & Annuity Insurance Company served as the trustee.
The Plan was amended and restated as of
December 31, 2015. Amendments to the Plan include the merger of the Athlon 401(k) Plan into the Plan.
B) Transfers
Athlon Energy Inc. was acquired by the Companys affiliate, Alenco Acquisition Company, Inc., in 2014 and the Athlon 401(k) Plan merged into the Plan on
December 31, 2015. The amount transferred to the Plan was $2,096,347 and is included as other receivable in the Statement of Net Assets Available for Benefits and as a transfer in the Statement of Changes in Net Assets Available for Benefits.
These assets were received by the Plan in January 2016.
C) Contributions
Participants may make
before-tax
and after-tax contributions up to 75%, effective January 1, 2015, of their annual
compensation not to exceed limits by the Internal Revenue Service (IRS), which are adjusted annually by the Secretary of Treasury for inflation. Prior to January 1, 2015, the participants could make before-tax and after-tax
contributions up to 30% of their annual compensation not to exceed limits by the IRS. This maximum percentage may be reduced by the Plan administrator in certain circumstances. The Plan also permits rollover contributions from other qualified
retirement plans. Employee contributions to the Plan are made through regular payroll deductions,
catch-up
contributions, and roth contributions, which are
after-tax
contributions tracked in a separate account but subject to the same limitations set forth under the Plan.
The Company will make a safe harbor matching
contribution of 100% of elective deferrals up to 5% of compensation, which is invested in Encana Corporation common stock. In addition, the Company will make a contribution of 8% of compensation, invested at the direction of the participants.
7
ENCANA (USA) RETIREMENT PLAN
Notes to Financial Statements
D) Participants Accounts
Each participants account is credited with the participants contribution and an allocation of the Companys contribution, Plan earnings or
losses, forfeitures, and an allocation of Plan expenses. Allocations are based upon Plan earnings or losses and account balances, as defined. The benefit to which a participant is entitled is the vested portion of the participants account.
E) Vesting
Participants are vested immediately in
their contributions plus actual earnings or losses thereon. Participants also have full and immediate vesting in the Companys 5% safe harbor matching contribution portion of their accounts. Participants are vested in the Companys 8%
contribution after three years of service.
F) Participant Loans Receivable
Participants may borrow from their account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. The loans are
secured by the balance in the participants account and bear an interest rate between 4.25% to 4.50%, equal to one percent over the prime rate published in the Wall Street Journal on the first business day of the month in which the loan
is requested. The loans mature at various dates through 2030. Principal and interest is paid ratably through payroll deductions. Participant loans are recorded in the financial statements at amortized cost plus accrued interest.
G) Payments of Benefits
Upon termination of service,
death, disability, or retirement, a participant may elect to receive either a
lump-sum
amount equal to the value of the participants vested account balance or annual installments over a life annuity. For
termination of service for other reasons, a participant may receive the value of the vested account balance as a
lump-sum
distribution. Accounts with balances less than $1,000 may be immediately distributed
upon a distribution event. Benefits are recorded as distributions to participants when paid.
H) Participant Termination and Forfeitures
Forfeitures occur when a participant terminates employment prior to satisfying the service years required to become vested in the 8% contribution made by
the Company. In addition, forfeitures may occur when participants contribute above the annual maximum contribution amount; thus, the amount gets repaid to the participant, causing a forfeiture of those additional contributed funds. Forfeitures can
be used to pay Plan expenses or reduce employer contributions. As of December 31, 2015 and 2014, forfeiture balances were $34,033 and $76,069, respectively. For the year ended December 31, 2015, $108,023 of forfeitures were used to reduce
employer contributions, $96,780 of forfeitures were used to reduce administrative expenses and $79,041 of forfeitures were reallocated to participants accounts.
8
ENCANA (USA) RETIREMENT PLAN
Notes to Financial Statements
I) Valuation of Investments and Income Recognition
Investments are recorded at fair value or net asset value (NAV) for common collective trust fund as reported to the Plan by the trustee. Fair value
is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 for discussion of fair value measurements.
The net realized and unrealized investments gain or loss (net appreciation or depreciation in fair value of investments) is reflected in the accompanying
statement of changes in net assets available for benefits and is determined as the difference between fair value at the beginning of the year (or date purchased if during the year) and selling price (if sold during the year) or
year-end
fair value. Purchase and sales of investments are recorded on a
trade-date
basis. Interest income is recognized on the accrual basis. Dividends are recognized on
the
ex-dividend
date.
J) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan
administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
K) Risk and Uncertainties
The Plan provides for various
investments that, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of
investments will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statement of net assets available for benefits.
Additionally, some investments held by Principal are invested in the securities of foreign companies, which involve certain risks and considerations not
typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and possible adverse political and
economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies.
L) Recent Accounting Pronouncements
Changes in
Accounting Policies and Practices
On December 31, 2015, the Company adopted the following accounting standards updates (ASU) issued by
the Financial Accounting Standards Board (FASB):
ASU 2015-07, Fair Value Measurements (Topic 820): Disclosures for Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The update eliminates requirements to measure fair value and present related fair value measurement disclosures for certain investments using the net asset value
per share (or its equivalent) practical expedient within the fair value hierarchy. Instead, the Plan would be required to include those investments to permit reconciliation of the fair value measurement disclosures to the line items presented in the
statement of net assets available for benefits. ASU 2015-07 has been applied retrospectively, as required.
9
ENCANA (USA) RETIREMENT PLAN
Notes to Financial Statements
ASU 2015-12. Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension
Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient. The three-part update simplifies
the accounting and disclosure requirements for employee benefit plans. Part I of this update designates contract value as the only required measure for fully benefit-responsive investment contracts. Part II of this update eliminates requirements to
disclose individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation for investments by general type. Net appreciation or depreciation is still required to be presented
in the aggregate. Part III of this update does not apply to the Plan. ASU 2015-12 has been applied retrospectively, as required.
2. Fair Value
Measurements
Accounting principles generally accepted in the United States of America require disclosure about how fair value is determined and
establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and
the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
|
Level 1:
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
|
|
Level 2:
|
Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially
the full term of the financial instrument.
|
|
Level 3:
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
A
financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following is a description of the valuation methodologies used for the investments measured at fair value. There have been no changes in the methodologies
used at December 31, 2015 and 2014.
Mutual funds:
Mutual funds are valued at the daily closing price as reported by the fund. All of the mutual funds are funds with quoted daily net asset values that are
directly observable in the marketplace by market participants. These investments are classified as Level 1 investments.
Common collective trust funds:
The Principal Trust Income and Target Funds are held in common collective trust funds, which consist of investments in mutual funds, collective trusts
and pooled separate accounts (PSAs). The stable value fund, held in a common collective trust fund, invests in conventional and synthetic guaranteed investment contracts (GICs) issued by life insurance companies, banks and
other financial institutions with excess cash invested in cash equivalents. These investments are valued at their net asset values (NAV) per share as of the close of business on the valuation date. The NAV is quoted on a private market
that is not active; however, the unit price is based on the value of the underlying investment assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.
10
ENCANA (USA) RETIREMENT PLAN
Notes to Financial Statements
The Principal Trust Income Fund seeks current income and, as a secondary objective, capital appreciation. The Principal Trust Target Funds seek total return consisting of long-term growth of
capital and current income, consistent with the investment strategy of an investor who expects to retire in a specific year. The stable value fund seeks to provide preservation of capital and relatively stable returns regardless of the volatility of
the financial markets.
These investments are valued at the NAV of the units held by the Plan. This practical expedient would not be used if it is
determined to be probable that the fund will sell the investment for an amount different from the reported net asset value.
Common stock:
Investments in common stock are valued at its closing price reported on the active market on which the securities are traded on the last business day of the
year. These investments are classified as Level 1 investments.
The following tables set forth by level, within the fair value hierarchy, the Plans
investment assets at fair value as of December 31, 2015 and 2014.
Assets at fair value as of December 31, 2015 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual funds
|
|
|
119,027,996
|
|
|
|
|
|
|
|
|
|
|
|
119,027,996
|
|
Common collective trust funds
- measured at net asset value
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,617,703
|
|
Common stock
|
|
|
10,467,515
|
|
|
|
|
|
|
|
|
|
|
|
10,467,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
129,495,511
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
227,113,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at fair value as of December 31, 2014 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual funds
|
|
|
127,859,799
|
|
|
|
|
|
|
|
|
|
|
|
127,859,799
|
|
Common collective trust funds
- measured at net asset value
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,917,764
|
|
Common stock
|
|
|
25,611,406
|
|
|
|
|
|
|
|
|
|
|
|
25,611,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
153,471,205
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
241,388,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended
to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
|
11
ENCANA (USA) RETIREMENT PLAN
Notes to Financial Statements
3. Income Taxes
The Plan obtained a favorable opinion letter, dated June 23, 2014, from the IRS as to the qualified status of the Plan. The Plan administrator believes
that the Plan continues to be operated and administered in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provisions for income tax have been included in the Plan financial statements.
Generally accepted accounting principles in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a
tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that, as of
December 31, 2015, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however,
there are currently no audits for any tax periods in progress.
4. Administration of the Plan
The Company provides, at no cost to the Plan, certain administrative, accounting, and legal services to the Plan and also pays the cost of certain outside
services for the Plan.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. If the
Plan is terminated for any reason, all participants become 100% vested and the Plan administrator is to distribute each participants interest to the participant or their beneficiary.
6.
Party-in-Interest
Certain Plan investments are shares of Encana Corporations common stock. As the Company is the sponsoring entity of the Plan, these transactions qualify
as
party-in-interest
transactions.
7. Concentration of Investments
As of December 31, 2015 and 2014, the Plan held $23,679,388 and $25,099,607 in the Vanguard Institutional Index INSTL respectively, which was
approximately 10% of total investments for each reporting period. The nets assets available for benefits would be sensitive to any changes in the value of the Vanguard Institutional Index INSTL. The fund seeks to track the performance of a benchmark
index that measures the investment return of large-capitalization stocks and would be subject to stock market risk, which is the chance that stock prices overall will decline.
12
ENCANA (USA) RETIREMENT PLAN
Notes to Financial Statements
8. Reconciliation to Form 5500
The following is a reconciliation of the net assets available for benefits per the Financial Statements to the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Net assets available for benefits per Financial Statements
|
|
$
|
231,924,540
|
|
|
$
|
243,678,233
|
|
Adjustment from contract value to fair value for fully benefit-responsive contracts included in
the common collective trust fund NAV
|
|
|
36,532
|
|
|
|
147,019
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500
|
|
$
|
231,961,072
|
|
|
$
|
243,825,252
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of the net decrease in assets available for benefits before transfers per the Financial
Statements to the Form 5500 for the year ended December 31, 2015:
|
|
|
|
|
Net decrease before transfers in from other plans per Financial Statements
|
|
$
|
(13,850,040
|
)
|
Add Change in the adjustment from contract value to fair value for fully benefit-responsive
contracts included in the common collective trust fund NAV
|
|
|
(110,487
|
)
|
|
|
|
|
|
Net income per Form 5500
|
|
$
|
(13,960,527
|
)
|
|
|
|
|
|
The accompanying Financial Statements present the stable value fund, a common collective trust fund, at NAV; NAV includes
indirect investments of fully benefit-responsive contracts measured at contract value. The Form 5500 requires these embedded fully benefit-responsive investment contracts in the common collective trust fund to be presented at fair value using
valuation methodologies appropriate for each underlying investment contract. Therefore, the adjustment from contract value to fair value for the fully benefit-responsive investment contracts represents a reconciling item.
9. Subsequent Events
The Plan has evaluated all
subsequent events through the auditors report date, which is the date the financial statements were available to be issued. There were no significant subsequent events that required recognition or disclosure in the financial statements except
for the item below:
As a result of a reduction of the Plan Sponsors workforce in 2016 and 2015, the Plan will experience a partial plan termination
as defined by ERISA in 2016. Under ERISA, a partial plan termination may occur if a significant percentage of the Plan participants are terminated because of an action taken by the Plan Sponsor. If a partial plan termination occurs, full vesting in
the employers 8% contribution is required for the affected participants, but the remaining participants vesting continues to be determined according to the plan provisions.
All affected employees who were participants in the Plan would be fully vested in their account balances at the date of the partial plan termination.
13
SUPPLEMENTAL SCHEDULE
14