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Debt and Capital Structure
12 Months Ended
Dec. 31, 2022
Borrowings [abstract]  
Debt and Capital Structure
26. DEBT AND CAPITAL STRUCTURE
For the year ended December 31, 2022, the weighted average interest rate on outstanding debt, including the Company’s proportionate share of short-term borrowings was 4.7 percent (December 31, 2021 – 4.6 percent).
A) Short-Term Borrowings
As at December 31,Notes20222021
Uncommitted Demand Facilitiesi
WRB Uncommitted Demand Facilitiesii11579
Total Debt Principal11579
i) Uncommitted Demand Facilities
As at December 31, 2022, and December 31, 2021, the Company had uncommitted demand facilities of $1.9 billion in place, of which $1.4 billion may be drawn for general purposes, or the full amount may be available to issue letters of credit. As at December 31, 2022, there were outstanding letters of credit aggregating to $490 million (December 31, 2021 – $565 million) and no direct borrowings.
As at December 31, 2021, SOSP had an uncommitted demand credit facility of $10 million (the Company’s proportionate share – $5 million). On November 24, 2022, the Company cancelled the SOSP uncommitted demand credit facility.
ii) WRB Uncommitted Demand Facilities
As at December 31, 2022, WRB had uncommitted demand facilities of US$450 million (the Company’s proportionate share –US$225 million), which may be used to cover short-term working capital requirements (December 31, 2021 – US$300 million (the Company’s proportionate share – US$150 million)). As at December 31, 2022, US$170 million was drawn on these facilities, of which the Company’s proportionate share was US$85 million (C$115 million) (December 31, 2021 – US$125 million of which the Company’s proportionate share was US$63 million (C$79 million
B) Long-Term Debt
As at December 31,Notes20222021
Committed Credit Facility (1)
i
U.S. Dollar Denominated Unsecured Notesii6,5379,363
Canadian Dollar Unsecured Notesii2,0002,750
Total Debt Principal8,53712,113
Debt Premiums (Discounts), Net, and Transaction Costs154272
Long-Term Debt8,69112,385
(1)The committed credit facility may include Bankers’ Acceptances, secured overnight financing rate loans, prime rate loans and U.S. base rate loans.
i) Committed Credit Facility
At the closing of the Arrangement on January 1, 2021, the Company assumed Husky's committed credit facilities of $4.0 billion, with $350 million outstanding. In August 2021, $8.5 billion of committed facilities, which includes those assumed in the Arrangement, were cancelled and replaced with a $6.0 billion committed revolving credit facility.
On November 10, 2022, Cenovus amended its existing committed credit facility to decrease the capacity by $500 million to $5.5 billion and to extend the maturity dates by more than one year. The committed credit facility consists of a $1.8 billion tranche maturing on November 10, 2025, and a $3.7 billion tranche maturing on November 10, 2026. As at December 31, 2022, no amounts were drawn on the credit facility (December 31, 2021 – $nil).
ii) U.S. Dollar Denominated Unsecured Notes and Canadian Dollar Unsecured Notes
For the year ended December 31, 2022, and December 31, 2021, Cenovus purchased outstanding principal amounts of the following unsecured notes:
20222021
US$ PrincipalUS$ Principal
U.S. Dollar Unsecured Notes
3.95% due April 15, 2022
500
3.00% due August 15, 2022
500
3.80% due September 15, 2023
115335
4.00% due April 15, 2024
269481
5.38% due July 15, 2025
533334
4.25% due April 15, 2027
589
4.40% due April 15, 2029
510
6.75% due November 15, 2039
455
4.45% due September 15, 2042
58
5.20% due September 15, 2043
29
2,5582,150
C$ PrincipalC$ Principal
Canadian Dollar Unsecured Notes
3.55% due March 12, 2025
750
The principal amounts of the Company’s outstanding unsecured notes are:
20222021
As at December 31,US$ PrincipalC$ Principal and EquivalentUS$ PrincipalC$ Principal and Equivalent
U.S. Dollar Denominated Unsecured Notes
3.80% due September 15, 2023
115146
4.00% due April 15, 2024
269341
5.38% due July 15, 2025
133181666844
4.25% due April 15, 2027
3735059621,220
4.40% due April 15, 2029
240324750951
2.65% due January 15, 2032
500677500634
5.25% due June 15, 2037
583790583739
6.80% due September 15, 2037
387524387490
6.75% due November 15, 2039
9351,2671,3901,763
4.45% due September 15, 2042
97131155197
5.20% due September 15, 2043
29395873
5.40% due June 15, 2047
8001,0838001,014
3.75% due February 15, 2052
7501,016750951
4,8276,5377,3859,363
Canadian Dollar Unsecured Notes
3.55% due March 12, 2025
750
3.60% due March 10, 2027
750750
3.50% due February 7, 2028
1,2501,250
2,0002,750
Total Unsecured Notes8,53712,113
At the closing of the Arrangement on January 1, 2021, the Company assumed Canadian dollar unsecured notes with a fair value of $2.9 billion (notional value – $2.8 billion) and U.S. dollar denominated notes with a fair value of $3.4 billion (notional value – US$2.4 billion or C$3.0 billion). The Company closed a public offering in the U.S. in September 2021, for US$1.25 billion of senior unsecured notes, consisting of US$500 million due on January 15, 2032, and US$750 million due on February 15, 2052.
As at December 31, 2022, the Company was in compliance with all of the terms of its debt agreements. Under the terms of Cenovus’s committed credit facility, the Company is required to maintain a total debt to capitalization ratio, as defined in the agreements, not to exceed 65 percent. The Company is well below this limit.
C) Mandatory Debt Payments
U.S. Dollar
Unsecured Notes
Canadian Dollar Unsecured NotesTotal
As at December 31, 2022US$ PrincipalC$ Principal EquivalentC$ PrincipalC$ Principal and Equivalent
2023
2024
2025133181181
2026
20273735057501,255
Thereafter4,3215,8511,2507,101
4,8276,5372,0008,537
D) Capital Structure
Cenovus’s capital structure consists of shareholders’ equity plus Net Debt. Net Debt includes the Company’s short-term borrowings, and the current and long-term portions of long-term debt, net of cash and cash equivalents and short-term investments. Net Debt is used in managing the Company’s capital structure. The Company’s objectives when managing its capital structure are to maintain financial flexibility, preserve access to capital markets, ensure its ability to finance internally generated growth and to fund potential acquisitions while maintaining the ability to meet the Company’s financial obligations as they come due. To ensure financial resilience, Cenovus may, among other actions, adjust capital and operating spending, draw down on its credit facilities or repay existing debt, adjust dividends paid to shareholders, purchase the Company’s common shares or preferred shares for cancellation, issue new debt, or issue new shares.
Cenovus monitors its capital structure and financing requirements using, among other things, specified financial measures consisting of Total Debt, Net Debt to adjusted earnings before interest, taxes and DD&A (“Adjusted EBITDA”), Net Debt to Adjusted Funds Flow and Net Debt to Capitalization. These measures are used to steward Cenovus’s overall debt position as measures of Cenovus’s overall financial strength. Net Debt to Adjusted Funds Flow was a new metric as at March 31, 2022.
Cenovus targets a Net Debt to Adjusted EBITDA ratio and a Net Debt to Adjusted Funds Flow ratio of approximately 1.0 times and Net Debt at or below $4 billion over the long-term at a WTI price of US$45.00 per barrel. These measures may fluctuate periodically outside this range due to factors such as persistently high or low commodity prices.
On October 7, 2021, Cenovus filed a base shelf prospectus that allows the Company to offer, from time to time, up to US$5.0 billion, or the equivalent in other currencies, of debt securities, common shares, preferred shares, subscription receipts, warrants, share purchase contracts and units in Canada, the U.S. and elsewhere where permitted by law. The base shelf prospectus will expire in November 2023. Offerings under the base shelf prospectus are subject to market conditions. As at December 31, 2022, US$4.7 billion remained available under Cenovus's base shelf prospectus for permitted offerings.
Net Debt to Adjusted EBITDA
As at December 31,202220212020
Short-Term Borrowings11579121
Current Portion of Long-Term Debt
Long-Term Portion of Long-Term Debt8,69112,3857,441
Total Debt8,80612,4647,562
Less: Cash and Cash Equivalents(4,524)(2,873)(378)
Net Debt4,2829,5917,184
Net Earnings (Loss)6,450587(2,379)
Add (Deduct):
Finance Costs8201,082536
Interest Income(81)(23)(9)
Income Tax Expense (Recovery)2,281728(851)
Depreciation, Depletion and Amortization4,6795,8863,464
E&E Asset Write-downs641891
(Income) Loss From Equity-Accounted Affiliates(15)(57)
Unrealized (Gain) Loss on Risk Management(126)256
Foreign Exchange (Gain) Loss, Net343(174)(181)
Revaluation (Gains)(549)
Re-measurement of Contingent Payments162575(80)
(Gain) Loss on Divestiture of Assets(269)(229)(81)
Other (Income) Loss, Net(532)(309)40
Adjusted EBITDA (1)
13,2278,086606
Net Debt to Adjusted EBITDA0.3x1.2x11.9x
(1)Calculated on a trailing twelve-month basis.
Net Debt to Adjusted Funds Flow
As at December 31,
202220212020
Net Debt4,2829,5917,184
Cash From (Used in) Operating Activities11,4035,919273
(Add) Deduct:
Settlement of Decommissioning Liabilities(150)(102)(42)
Net Change in Non-Cash Working Capital 575(1,227)198
Adjusted Funds Flow (1)
10,9787,248117
Net Debt to Adjusted Funds Flow0.4x1.3x61.4x
(1)    Calculated on a trailing twelve-month basis.
Net Debt to Capitalization
As at December 31,202220212020
Net Debt4,2829,5917,184
Shareholders’ Equity27,57623,59616,707
Capitalization31,85833,18723,891
Net Debt to Capitalization13 %29 %30 %