11-K 1 d90428d11k.htm 11-K 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 11-K

 

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,

SAVINGS AND SIMILAR PLANS PRUSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

☒

Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2019

OR

 

☐

Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transitions period from                      to                     

Commission File Number: 001-39191

 

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

OVINTIV U.S. RETIREMENT PLAN

370 17th Street, Suite 1700

Denver, CO 80202

U.S.A.

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

OVINTIV INC.

370 17th Street, Suite 1700

Denver, CO 80202

U.S.A.

 

 

 

Table of Contents

Ovintiv U.S. Retirement Plan

Financial Statements

and

Independent Auditors’ Report

December 31, 2019 and 2018

Table of Contents

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Management Pension and Benefits Committee and Plan Participants

Ovintiv U.S. Retirement Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Ovintiv U.S. Retirement Plan, formerly known as the Encana (USA) Retirement Plan (the “Plan”), as of December 31, 2019 and 2018 and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets of the Plan as of December 31, 2019 and 2018, and the changes in its net assets for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedule of assets held at end of year as of December 31, 2019 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Plante & Moran, PLLC

We have served as the Plan’s auditor since 2010.

Denver, CO

June 26, 2020

 

3

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OVINTIV U.S. RETIREMENT PLAN

Statements of Net Assets Available for Benefits

 

     December 31,
  

 

 

 

     2019   2018
  

 

 

 

  

 

 

 

Assets

     

Investments, at fair value

     

Mutual funds

      $   360,486,143       $   118,749,408  

Pooled separate accounts

      $ 36,324,936       $ —    

Common collective trust funds

      23,332,558       122,731,846  

Encana common shares

      19,702,893         15,260,321    
  

 

 

 

  

 

 

 

Total investments, at fair value

      439,846,530       256,741,575  

Receivables

     

Participant notes receivable

      4,367,863       2,538,031  
  

 

 

 

  

 

 

 

Net assets available for benefits

      $ 444,214,393       $ 259,279,606  
  

 

 

 

  

 

 

 

See Notes to Financial Statements

 

4

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OVINTIV U.S. RETIREMENT PLAN

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2019

 

Investment income

      

Net realized and unrealized gains on investments

         $ 52,331,064    

Dividend income

         7,208,437  
     

 

 

 

Total investment income - Net

         59,539,501  
     

 

 

 

Interest income

      
     

 

 

 

Interest income from participant notes receivable

         195,339  
     

 

 

 

Contributions

      

Employer

         20,591,710  

Employee

         13,888,689  

Rollover

         4,240,304  
     

 

 

 

Total contributions

         38,720,703  
     

 

 

 

Deductions

      

Participant withdrawals and benefit payments

         36,980,851  

Administrative fees

         239,413  
     

 

 

 

Total deductions

         37,220,264  
     

 

 

 

Net increase before transfers in from other plans

         61,235,279  

Transfers in from other plans

          (Note 1)            123,699,508  
     

 

 

 

Net increase

         184,934,787  
     

 

 

 

Net assets available for benefits

      

Beginning of year

         259,279,606  
     

 

 

 

End of year

         $   444,214,393  
     

 

 

 

See Notes to Financial Statements

 

5

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OVINTIV U.S. RETIREMENT PLAN

Notes to Financial Statements

 

1. Description of the Plan and Significant Accounting Policies

The following description of the Ovintiv U.S. Retirement Plan (the “Plan”) (formerly known as the Encana (USA) Retirement Plan) provides only general information. Participants and all others should refer to the Plan document for a more complete description of the Plan’s provisions.

A) General

On January 24, 2020, Encana Corporation (“Encana”) completed a corporate reorganization (the “Reorganization”), which included a plan of arrangement under the Canada Business Corporations Act (the “CBCA”), pursuant to which, among other things, Encana completed a share consolidation on the basis of one post-consolidation share for each five pre-consolidation shares and Ovintiv Inc. (“Ovintiv”) ultimately acquired all of the issued and outstanding common shares of Encana (“Encana common shares”) in exchange for shares of Ovintiv on a one-for-one basis and became the parent company of Encana and its subsidiaries, including the Plan Sponsor, Ovintiv Services Inc. (the “Company”) (formerly Encana Services Company Ltd.). Ovintiv and its subsidiaries continue to carry on the business previously conducted by Encana and its subsidiaries prior to the completion of the Reorganization.

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. All U.S. employees of Ovintiv Services Inc. (U.S. Branch) and Ovintiv Inc. are eligible to participate in the Plan. The Plan includes immediate participant eligibility, automatic enrollment at 5% of participant compensation, the option for a participant to contribute using a percentage or flat dollar election and the option for a participant to elect to receive dividends in cash or reinvest in additional shares. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The Management Pension & Benefits Committee (“MPBC”) provides oversight for the Plan. Principal Financial Group (“Principal”) serves as trustee, manages Plan assets and maintains the Plan’s 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.

B) Transfers

Effective February 13, 2019, Ovintiv Exploration Inc., formerly Newfield Exploration Company (“Newfield”), became an indirect, wholly owned subsidiary of Encana (prior to the Reorganization) and an affiliate of the Company. Effective April 1, 2019, active employees of Newfield became participants in the Plan.

Effective July 1, 2019, the Management Pension & Benefits Committee approved the merger of the Newfield Retirement Plan, for which Newfield was the participating employer, into the Plan. As a result of the merger, remaining Newfield 401(k) participant balances were transferred out of the Newfield Exploration Company 401(K) plan and into the Plan as of July 31, 2019. Of the $123,699,508 transfers into the Plan in 2019, the prevailing majority relates to the business combination with Newfield.

C) Contributions

Participants may make before-tax and after-tax contributions up to 75% 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. 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.

 

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OVINTIV U.S. RETIREMENT PLAN

Notes to Financial Statements

 

The Company will make a safe harbor matching contribution of 100% of elective deferrals up to 5% of eligible compensation, which is invested in shares of common stock of Ovintiv Inc. In addition, the Company will make a contribution of 8% of eligible compensation, invested at the direction of the participants.

D) Participants’ Accounts

Each participant’s account is credited with the participant’s contribution and an allocation of the Company’s 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 participant’s 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 Company’s 5% safe harbor matching contribution portion of their accounts. Participants are generally fully vested in the Company’s 8% contribution after three years of service, and at disability, death or retirement.

F) Participant Notes 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 vested account balance. The notes are secured by the balance in the participant’s account and bear an interest rate between 4.25% to 6.50%, 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 note is requested. The notes mature at various dates through 2034. Principal and interest is paid ratably through payroll deductions. Participant notes are recorded in the financial statements at amortized cost plus accrued interest. Participant notes receivable are written off when deemed uncollectible.

G) Payments of Benefits

Upon termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s 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. Forfeitures can be used to pay Plan expenses or reduce employer contributions. As of December 31, 2019, and 2018, forfeiture balances were $7,726 and $17,479, respectively. For the year ended December 31, 2019, $224,059 of forfeitures were used to reduce employer contributions and $108,259 of forfeitures were used to reduce administrative expenses.

 

7

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OVINTIV U.S. 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 funds 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 gain or loss on investments (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.

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.

 

8

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OVINTIV U.S. RETIREMENT PLAN

Notes to Financial Statements

 

A financial instrument’s 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, 2019 and 2018.

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 prices that are directly observable in the marketplace by market participants.

Common collective trust funds:

The Principal 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 as a practical expedient for the estimated fair value. 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. The NAV for the Stable Value Fund is based on the contract value of fully benefit-responsive contracts, conventional and synthetic GICs, which represents invested principal plus accrued interest thereon. The Stable Value Fund seeks to provide preservation of capital and relatively stable returns regardless of the volatility of the financial markets.

The Principal Stable Value Fund is valued at the NAV of the units held by the Plan. NAV 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.

There are no significant redemption restrictions or unfunded commitments on these investments.

Pooled Separate Accounts (“PSA”):

Investments in PSA are valued on a per unit market value as determined by the Principal, which reflects the fair value of the underlying investments comprising the separate pooled funds. The majority of the underlying net assets have observable Level 1 and/or Level 2 quoted pricing inputs which are used to determine the unit value of the PSA which is not publicly quoted but available to investors through accessing their online balances. These PSAs are classified as Level 2.

Investments in this category can be transferred once every 30 days at the current net asset value per share based on the fair value of the underlying assets. Participants are not allowed to transfer back into this category until the holding period elapses. New contributions are allowed during this time period.

There are no significant redemption restrictions or unfunded commitments on these investments.

Encana common shares:

Investments in shares of common stock are valued at its closing price reported on the active market on which the securities are traded.

 

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OVINTIV U.S. RETIREMENT PLAN

Notes to Financial Statements

 

The following tables set forth by level, within the fair value hierarchy, the Plan’s investment assets at fair value as of December 31, 2019 and 2018:

 

2019                            

Description

    Level 1      Level 2      Level 3      Total  

Mutual funds

      360,486,143          —          —          360,486,143    

Common collective trust funds (net asset value*)

      —          —          —          23,332,558    

Pooled separate accounts

      —                  36,324,936          —          36,324,936    

Encana common shares

              19,702,893          —          —          19,702,893    
  

 

 

     

 

 

     

 

 

     

 

 

  

Total

      380,189,036          $ 36,324,936          $ —          $ 439,846,530    
  

 

 

     

 

 

     

 

 

     

 

 

  
2018                            

Description

    Level 1      Level 2      Level 3      Total  

Mutual funds

      118,749,408          —          —          118,749,408    

Common collective trust funds (net asset value*)

      —          —          —          122,731,846    

Encana common shares

      15,260,321          —          —          15,260,321    
  

 

 

     

 

 

     

 

 

     

 

 

  

Total

      $ 134,009,729          $ —          $             —          $     256,741,575    
  

 

 

     

 

 

     

 

 

     

 

 

  

 

*

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.

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. The plan administrator believes it is no longer subject to tax examinations for years prior to 2015.

4. Administration of the Plan

The Company provides, at no cost to the Plan, certain administrative, accounting, and legal services to the Plan and pays the cost of certain outside services for the Plan.

5. Partial Plan Termination

As a result of a reduction of the Plan Sponsor’s workforce, the Plan experienced a partial plan termination as defined by ERISA in 2019 and 2018. 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 employer’s 8% contribution is required for the affected participants, but the remaining participants’ vesting continues to be determined per the plan provisions.

 

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OVINTIV U.S. RETIREMENT PLAN

Notes to Financial Statements

 

All affected employees who were participants in the Plan were fully vested in their account balances at the date of their partial plan termination.

6. 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 participant’s interest to the participant or their beneficiary.

7. Party-in-Interest Transactions

Certain Plan investments are managed by Principal or its’ affiliates. Principal is the Trustee as defined by the Plan and these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services were included as a reduction of the return earned on each fund.

Prior to the Reorganization, the Plan allowed participants to invest in Encana common shares and following the Reorganization, the Plan allows participants to invest in Ovintiv common stock. As the Company is the sponsoring entity of the Plan, the common shares qualify as party-in-interest transactions.

The Plan Sponsor pays certain expenses on behalf of the plan. These transactions qualify as party-in-interest transactions.

8. Concentration of Investments

As of December 31, 2019, the Plan held $54,049,591 in the Fidelity 500 Index Fund, which was approximately 12% of total investments. As of December 31, 2018, the Plan held $29,189,025 in the Vanguard Institutional Index INST, which was approximately 11% of total investments. The net assets available for benefits would be sensitive to any changes in the value of Fidelity 500 Index Fund. The Fidelity 500 Index Fund seeks to provide investment results that correspond to the total return performance of common stocks included in the S&P 500 index and would be subject to stock market risk, which is the chance that stock prices overall will decline.

 

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OVINTIV U.S. RETIREMENT PLAN

Notes to Financial Statements

 

9. 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,  
     2019      2018  

Net assets available for benefits per Financial Statements

    $ 444,214,393      $ 259,279,606  

Difference in valuation of stable value common collective trust fund

    $ 349,765        (191,552 ) 
  

 

 

     

 

 

  

Net assets available for benefits per Form 5500

    $     444,564,158      $     259,088,054  
  

 

 

     

 

 

  

The following is a reconciliation of the net decrease in assets available for benefits per the Financial Statements to the Form 5500 for the year ended December 31, 2019:

 

Net decrease in assets available for benefits per

   

Financial Statements before transfers in from other plans

    $ 61,235,279  

Difference in valuation of stable value common collective trust fund

    $ 541,317  
  

 

 

  

Net income (loss) - per Form 5500

    $     61,776,596  
  

 

 

  

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.

10. Subsequent Events

The Plan has evaluated all subsequent events through June 26, 2020, which is the date the financial statements were available to be issued.

Effective January 24, 2020, Encana completed the Reorganization as described in Note 1, resulting in Ovintiv Inc. acquiring all of the issued and outstanding Encana common shares in exchange for shares of common stock of Ovintiv Inc. on a one-for-one basis and ultimately becoming the parent company of Encana and its subsidiaries (which include the Company and Newfield). The Encana (USA) Retirement Plan was subsequently renamed as the Ovintiv U.S. Retirement Plan. As a result of the Reorganization, pursuant to Rule 12g-3(a) under the Exchange Act of 1934, as amended, Ovintiv is the successor issuer to Encana.

On March 11, 2020, the World Health Organization classified a novel coronavirus (“COVID-19”) outbreak as a pandemic, triggering declines and volatility in financial markets and a significant negative impact on the global economy. The Plan sponsor is unable to accurately predict the extent and duration of the COVID-19 impact at this time.

 

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OVINTIV U.S. RETIREMENT PLAN

Notes to Financial Statements

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. The CARES Act contains several provisions that temporarily impact 401(k) plans, including a new hardship withdrawal option, loan and payment terms. The Plan adopted certain provisions of the CARES Act that allow the Plan’s participants to request penalty-free distributions of up to $100,000 for qualifying COVID-19 related reasons before December 31, 2020. In addition, the Plan adopted the temporary loan repayment deferral provision and the suspension of required minimum distributions in 2020.

As a result of reduction of the Plan Sponsor’s workforce in 2020, the Plan will experience a partial plan termination as defined by ERISA. 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 employer’s 8% contribution is required for the affected participants, but the remaining participants’ vesting continues to be determined according to the plan provisions.

 

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SUPPLEMENTAL SCHEDULE

 

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OVINTIV U.S. RETIREMENT PLAN

Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)

As of December 31, 2019

Employer Identification Number: 90-1021013

Plan Number: 001

 

(a)    (b) Identity of Issuer, Borrower, Lessor or Similar Party   

(c) Description of Investment, Including

Maturity Date, Rate of Interest, Collateral, Par,

or Maturity Value

    (e) Current Value
   Fidelity 500 Index    Mutual Fund    54,049,591
   TIAA-CREF Lifecycle Index 2040    Mutual Fund    33,407,400
   TIAA-CREF Lifecycle Index 2050    Mutual Fund    32,697,041
   TIAA-CREF Lifecycle Index 2030    Mutual Fund    29,023,066
   TIAA-CREF Lifecycle Index 2045    Mutual Fund    23,977,250
   Vanguard Windsor II Fund—Admiral    Mutual Fund    23,127,675
   Fidelity Small Cap Index Fund    Mutual Fund    21,611,215
   TIAA-CREF Lifecycle Index 2025    Mutual Fund    16,608,760
   American Funds EuroPacific Growth R6 Fund    Mutual Fund    15,683,157
   TIAA-CREF Lifecycle Index 2035    Mutual Fund    14,054,059
   PIMCO Total Return Fund Class A    Mutual Fund    13,328,790
   TIAA-CREF Lifecycle Index 2020    Mutual Fund    13,240,807
   Fidelity US Bond Index Fund    Mutual Fund    10,008,638
   Fidelity Mid Cap Index Fund    Mutual Fund    9,762,490
   TIAA-CREF Lifecycle Index 2055    Mutual Fund    9,678,657
   Fidelity International Index Fund    Mutual Fund    7,915,361
   T. Rowe Price QM US Small-Cap Growth Equity Fund    Mutual Fund    6,295,400
   TIAA-CREF Lifecycle Index 2010    Mutual Fund    4,574,477
   BlackRock Md-Cap Growth Equity Fund Class K    Mutual Fund    4,566,618
   T. Rowe Price Institutional Emerging Markets Equity Fund    Mutual Fund    4,286,934
   TIAA-CREF Lifecycle Index 2060    Mutual Fund    3,594,027
   TIAA-CREF Lifecycle Index 2015    Mutual Fund    2,697,711
   PIMCO Global Bond (Unhedged) I Fund    Mutual Fund    1,610,780
   Columbia Small Cap Value II Adv    Mutual Fund    1,566,635
   Columbia Strategic Income Advisor Fund    Mutual Fund    1,395,966
   TIAA-CREF Lifecycle Index    Mutual Fund    1,038,008
   American Century Mid-Cap R6    Mutual Fund    685,630
        

 

       Total mutual funds       360,486,143
        

 

*

    Principal Large Cap Growth I Separate Account    Pooled Separate Accounts    29,783,201

*

    Principal Real Estate Securities Separate Account    Pooled Separate Accounts    6,541,735
        

 

       Pooled separate accounts       36,324,936
        

 

*

    Principal Stable Value Z Fund    Common Collective Trust Fund    23,332,558
        

 

       Total common collective trust funds       23,332,558
        

 

*

    Encana common shares    Common Shares    19,702,893
        

 

       Total common shares       19,702,893
        

 

      4.25% - 6.50% with maturities through 2034,   

*

    Participant notes receivable    collateralized by participant vested balances    4,367,863
        

 

       Total loans receivable       4,367,863
        

 

         444,214,393
        

 

(d) Cost information is not required for these investments, as they are participant directed.

* Party-in-interest

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Management Pension & Benefits Committee, as administrator of the Ovintiv U.S. Retirement Plan, has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

   

OVINTIV U.S. RETIREMENT PLAN

Date: June 26, 2020     By:   /s/ Chris Casebolt
   

Name:

  

Chris Casebolt

   

Title:

  

Management Pension & Benefits

Committee Member

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Form 11-K Exhibit Index

Exhibit No.

23.1

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